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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/07/22 Apartment Income REIT Corp. 10-Q 9/30/22 68:14M Donnelley … Solutions/FA Apartment Income REIT, L.P. |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 5.85M
2: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
3: EX-31.2 Certification -- §302 - SOA'02 HTML 27K
4: EX-31.3 Certification -- §302 - SOA'02 HTML 27K
5: EX-31.4 Certification -- §302 - SOA'02 HTML 27K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 24K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 24K
13: R1 Document and Entity Information HTML 84K
14: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 155K
15: R3 Condensed Consolidated Balance Sheets HTML 29K
(Parenthetical) (Unaudited)
16: R4 Condensed Consolidated Statements of Operations HTML 153K
(Unaudited)
17: R5 Condensed Consolidated Statements of Comprehensive HTML 55K
Income (Unaudited)
18: R6 Condensed Consolidated Statements of Equity HTML 125K
(Unaudited)
19: R7 Condensed Consolidated Statements of Cash Flows HTML 122K
(Unaudited)
20: R8 Condensed Consolidated Statements of Partners' HTML 84K
Capital
21: R9 Basis of Presentation and Organization HTML 37K
22: R10 Summary of Significant Accounting Policies HTML 43K
23: R11 Significant Transactions HTML 108K
24: R12 Leases HTML 79K
25: R13 Debt HTML 122K
26: R14 Commitments and Contingencies HTML 28K
27: R15 Earnings and Dividends per Share and per Unit HTML 207K
28: R16 Fair Value Measurements HTML 98K
29: R17 Variable Interest Entities HTML 82K
30: R18 Business Segments HTML 387K
31: R19 Summary of Significant Accounting Policies HTML 49K
(Policies)
32: R20 Summary of Significant Accounting Policies HTML 36K
(Tables)
33: R21 Significant Transactions (Tables) HTML 106K
34: R22 Leases (Tables) HTML 74K
35: R23 Debt (Tables) HTML 111K
36: R24 Earnings and Dividends per Share and per Unit HTML 201K
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37: R25 Fair Value Measurements (Tables) HTML 88K
38: R26 Variable Interest Entities (Tables) HTML 74K
39: R27 Business Segments (Tables) HTML 379K
40: R28 Basis of Presentation and Organization (Details HTML 39K
Textual)
41: R29 Summary of Significant Accounting Policies - HTML 29K
Reconciliation of Preferred OP Units (Details)
42: R30 Summary of Significant Accounting Policies HTML 34K
(Details Textual)
43: R31 Significant Transactions - Schedule of Acquisition HTML 53K
(Details)
44: R32 Significant Transactions - Schedule of Acquisition HTML 26K
(Parenthetical) (Details)
45: R33 Significant Transactions - Summary of Lease HTML 45K
Cancellation cost (Details)
46: R34 Significant Transactions (Details Textual) HTML 70K
47: R35 Leases - Lease Income for Operating Leases HTML 28K
(Details)
48: R36 Leases - Future Minimum Annual Rental Payments HTML 37K
Receivable Under Residential and Commercial Leases
(Details)
49: R37 Leases (Details Textual) HTML 30K
50: R38 Debt - Schedule of Debt Instruments (Details) HTML 65K
51: R39 Debt - Schedule of Debt Instruments HTML 76K
(Parenthetical) (Details)
52: R40 Debt (Details Textual) HTML 36K
53: R41 Earnings and Dividends per Share and per Unit - HTML 72K
Reconciliations of Numerator and Denominator in
Calculations of Basic and Diluted Earnings (Loss)
per Share and per Unit (Details)
54: R42 Earnings and Dividends per Share and per Unit HTML 25K
(Details Textual)
55: R43 Fair Value Measurements (Details Textual) HTML 41K
56: R44 Fair Value Measurements - Summary of Fair Value HTML 33K
for Interest Rate Options (Details)
57: R45 Fair Value Measurements - Summary of Carrying HTML 31K
Value and Fair Value of Non-recourse Property Debt
(Details)
58: R46 Variable Interest Entities (Details) HTML 44K
59: R47 Variable Interest Entities (Details Textual) HTML 38K
60: R48 Business Segments (Details Textual) HTML 40K
61: R49 Business Segments - Summary of Information for HTML 80K
Reportable Segments (Details)
62: R50 Business Segments - Reconciliation of Assets from HTML 38K
Segment to Consolidated (Details)
63: R51 Business Segments - Capital Additions Related to HTML 27K
Segments (Details)
66: XML IDEA XML File -- Filing Summary XML 121K
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| 10-Q |
t
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form i i 10-Q /
(Mark One)
i ☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended i i September 30, i i 2022 / / /
OR
i ☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: i 1-39686 (Apartment Income REIT Corp.)
Commission File Number: i 0-24497 (Apartment Income REIT, L.P.)
i APARTMENT INCOME REIT CORP.
i APARTMENT INCOME REIT, L.P.
(Exact name of registrant as specified in its charter)
i Maryland (Apartment Income REIT Corp.) |
|
i 84-1299717 |
i Delaware (Apartment Income REIT, L.P.) |
|
i 84-1275621 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification No.) |
|
|
|
i i 4582 South Ulster Street / , i i Suite 1700 / |
|
|
i i Denver / , i i Colorado / |
|
i i 80237 / |
(Address of principal executive offices) |
|
(Zip Code) |
( i i 303 / ) i i 757-8101 /
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
i Class A Common Stock (Apartment Income REIT Corp.) |
|
i AIRC |
|
i New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Apartment Income REIT Corp.: i Yes ☒ No ☐ |
|
Apartment Income REIT, L.P.: i Yes ☒ No ☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Apartment Income REIT Corp.: i Yes ☒ No ☐ |
|
Apartment Income REIT, L.P.: i Yes ☒ No ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Apartment Income REIT Corp.: |
|
Apartment Income REIT, L.P.: |
i Large accelerated filer |
☒ |
|
|
Accelerated filer |
☐ |
|
i Large accelerated filer |
☒ |
|
|
Accelerated filer |
☐ |
Non-accelerated filer |
☐ |
|
|
Smaller reporting company |
i ☐ |
|
Non-accelerated filer |
☐ |
|
|
Smaller reporting company |
i ☐ |
|
|
|
|
Emerging growth company |
i ☐ |
|
|
|
|
|
Emerging growth company |
i ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Apartment Income REIT Corp.: |
☐ |
|
Apartment Income REIT, L.P.: |
☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Apartment Income REIT Corp.: Yes i ☐ No ☒ |
|
Apartment Income REIT, L.P.: Yes i ☐ No ☒ |
The number of shares of Apartment Income REIT Corp. Class A Common Stock outstanding as of November 2, 2022: i 149,928,321
EXPLANATORY NOTE
This filing combines the quarterly reports on Form 10-Q for the quarterly period ended September 30, 2022, of Apartment Income REIT Corp. (“AIR”), Apartment Income REIT, L.P. (“AIR Operating Partnership”), and their consolidated subsidiaries. The AIR Operating Partnership’s condensed consolidated financial statements include the accounts of the AIR Operating Partnership and its consolidated subsidiaries. Except as the context otherwise requires, “we,” “our,” and “us” refer to AIR, the AIR Operating Partnership, and their consolidated subsidiaries, collectively.
AIR, a Maryland corporation, is a self-administered and self-managed real estate investment trust. AIR, through wholly-owned subsidiaries, is the general and special limited partner of the AIR Operating Partnership. As of September 30, 2022, AIR owned approximately 92.1% of the legal interest in the common partnership units of the AIR Operating Partnership (“OP Units”) and 93.8% of the economic interest in the AIR Operating Partnership. The remaining 7.9% legal interest is owned by third-party limited partners. The legal ownership percentage is based on outstanding common stock and common OP Units, including unvested restricted stock and unvested LTIP units. The economic ownership percentage includes any unvested restricted stock and unvested LTIP units to the extent they are considered participating securities, as defined by accounting principles generally accepted in the United States (“GAAP”). As the sole general partner of the AIR Operating Partnership, AIR has exclusive control of the AIR Operating Partnership’s day-to-day management.
The AIR Operating Partnership holds all of AIR’s assets and manages the daily operations of AIR’s business. Pursuant to the AIR Operating Partnership agreement, AIR is required to contribute to the AIR Operating Partnership all proceeds from the offerings of its securities. In exchange for the contribution of such proceeds, AIR receives additional interests in the AIR Operating Partnership with terms substantially similar to the stock issued by AIR.
We believe combining the periodic reports of AIR and the AIR Operating Partnership into this single report provides the following benefits:
We operate AIR and the AIR Operating Partnership as one enterprise, the management of AIR directs the management and operations of the AIR Operating Partnership, and the members of the Board of Directors of AIR are identical to those of the AIR Operating Partnership’s general partner.
We believe it is important to understand the few differences between AIR and the AIR Operating Partnership in the context of how AIR and the AIR Operating Partnership operate as a consolidated company. AIR has no assets or liabilities other than its investment in the AIR Operating Partnership, which is held directly and indirectly through certain intermediate holding companies (in which all of the common stock is owned by AIR). Also, AIR is a corporation that issues publicly traded equity from time to time, whereas the AIR Operating Partnership is a partnership that has no publicly traded equity. Except for the net proceeds from stock offerings by AIR, which are contributed to the AIR Operating Partnership in exchange for additional limited partnership interests (of a similar type and in an amount equal to the shares of stock sold in the offering), the AIR Operating Partnership generates all remaining capital required by its business. These sources include the AIR Operating Partnership’s working capital, net cash provided by operating activities, borrowings under its revolving credit facility, the issuance of debt and equity securities, including additional partnership units, and proceeds received from the sale of apartment communities.
Equity, partners’ capital, and noncontrolling interests are the main areas of difference between the condensed consolidated financial statements of AIR and those of the AIR Operating Partnership. Interests in the AIR Operating Partnership held by entities other than AIR, which we refer to as OP Units, are classified within partners’ capital in the AIR Operating Partnership’s financial statements and as noncontrolling interests in AIR’s financial statements.
To help investors understand the differences between AIR and the AIR Operating Partnership, this report provides separate condensed consolidated financial statements for AIR and the AIR Operating Partnership; a single set of condensed consolidated notes to such financial statements that includes separate discussions of each entity’s stockholders’ equity or partners’ capital, and earnings per share or earnings per unit, as applicable; and a combined Management’s Discussion and Analysis of Financial Condition and Results of Operations section that includes discrete information related to each entity, where appropriate.
This report also includes separate Part I, Item 4. Controls and Procedures sections and separate Exhibits 31 and 32 certifications for AIR and the AIR Operating Partnership in order to establish that the requisite certifications have been made and that AIR and the AIR Operating Partnership are both compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and 18 U.S.C. §1350.
1
APARTMENT INCOME REIT CORP.
APARTMENT INCOME REIT, L.P.
TABLE OF CONTENTS
FORM 10-Q
|
Page |
|
ITEM 1. |
|
|
|
|
|
|
3 |
|
|
4 |
|
|
5 |
|
|
6 |
|
|
8 |
|
|
Apartment Income REIT, L.P.: |
|
|
9 |
|
|
10 |
|
|
11 |
|
|
12 |
|
|
14 |
|
|
15 |
|
|
15 |
|
|
16 |
|
|
17 |
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18 |
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19 |
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|
19 |
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|
20 |
|
|
21 |
|
|
21 |
|
|
22 |
|
|
|
|
ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
25 |
ITEM 3. |
40 |
|
ITEM 4. |
40 |
|
|
|
|
ITEM 1A. |
41 |
|
ITEM 2. |
41 |
|
ITEM 6. |
43 |
|
|
44 |
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
APARTMENT INCOME REIT CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
|
|
September 30, |
|
|
|
|||
|
|
|
|
2021 |
|
|||
ASSETS |
|
|
|
|
|
|
||
Buildings and improvements |
|
$ |
i 6,742,347 |
|
|
$ |
i 5,720,267 |
|
Land |
|
|
i 1,296,223 |
|
|
|
i 1,164,814 |
|
Total real estate |
|
|
i 8,038,570 |
|
|
|
i 6,885,081 |
|
Accumulated depreciation |
|
|
( i 2,370,792 |
) |
|
|
( i 2,284,793 |
) |
Net real estate |
|
|
i 5,667,778 |
|
|
|
i 4,600,288 |
|
Cash and cash equivalents |
|
|
i 87,732 |
|
|
|
i 67,320 |
|
Restricted cash |
|
|
i 26,914 |
|
|
|
i 25,441 |
|
Note receivable from Aimco |
|
|
i — |
|
|
|
i 534,127 |
|
Leased real estate assets |
|
|
i — |
|
|
|
i 466,355 |
|
Goodwill |
|
|
i 32,286 |
|
|
|
i 32,286 |
|
Other assets, net |
|
|
i 779,205 |
|
|
|
i 568,051 |
|
Assets held for sale |
|
|
i 128,538 |
|
|
|
i 146,492 |
|
Total assets |
|
$ |
i 6,722,453 |
|
|
$ |
i 6,440,360 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
|
||
Non-recourse property debt, net |
|
$ |
i 2,019,417 |
|
|
$ |
i 2,294,739 |
|
Term loans, net |
|
|
i 796,334 |
|
|
|
i 1,144,547 |
|
Revolving credit facility borrowings |
|
|
i 479,000 |
|
|
|
i 304,000 |
|
Unsecured notes payable, net |
|
|
i 397,417 |
|
|
|
i — |
|
Total indebtedness |
|
|
i 3,692,168 |
|
|
|
i 3,743,286 |
|
Accrued liabilities and other |
|
|
i 758,441 |
|
|
|
i 592,774 |
|
Liabilities related to assets held for sale |
|
|
i 472 |
|
|
|
i 85,775 |
|
Total liabilities |
|
|
i 4,451,081 |
|
|
|
i 4,421,835 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 6) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Preferred noncontrolling interests in AIR Operating Partnership |
|
|
i 79,330 |
|
|
|
i 79,370 |
|
|
|
|
|
|
|
|
||
Equity: |
|
|
|
|
|
|
||
Perpetual preferred stock |
|
|
i 2,000 |
|
|
|
i 2,129 |
|
Common Stock, $ i i 0.01 / par value, i i 1,021,175,000 / shares authorized at September 30, 2022 and December 31, 2021, and i i 152,993,448 / and i i 156,998,367 / shares issued/outstanding at September 30, 2022 and December 31, 2021, respectively |
|
|
i 1,530 |
|
|
|
i 1,570 |
|
Additional paid-in capital |
|
|
i 3,583,111 |
|
|
|
i 3,763,105 |
|
Accumulated other comprehensive income |
|
|
i 45,948 |
|
|
|
i — |
|
Distributions in excess of earnings |
|
|
( i 1,589,409 |
) |
|
|
( i 1,953,779 |
) |
Total AIR equity |
|
|
i 2,043,180 |
|
|
|
i 1,813,025 |
|
Noncontrolling interests in consolidated real estate partnerships |
|
|
( i 76,200 |
) |
|
|
( i 70,883 |
) |
Common noncontrolling interests in AIR Operating Partnership |
|
|
i 225,062 |
|
|
|
i 197,013 |
|
Total equity |
|
|
i 2,192,042 |
|
|
|
i 1,939,155 |
|
Total liabilities, preferred noncontrolling interests in AIR Operating Partnership, and equity |
|
$ |
i 6,722,453 |
|
|
$ |
i 6,440,360 |
|
See notes to condensed consolidated financial statements.
3
APARTMENT INCOME REIT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental and other property revenues |
|
$ |
i 198,413 |
|
|
$ |
i 190,082 |
|
|
$ |
i 558,686 |
|
|
$ |
i 541,533 |
|
Other revenues |
|
|
i 2,458 |
|
|
|
i 1,695 |
|
|
|
i 7,163 |
|
|
|
i 4,990 |
|
Total revenues |
|
|
i 200,871 |
|
|
|
i 191,777 |
|
|
|
i 565,849 |
|
|
|
i 546,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property operating expenses |
|
|
i 71,250 |
|
|
|
i 73,925 |
|
|
|
i 198,273 |
|
|
|
i 203,300 |
|
Depreciation and amortization |
|
|
i 90,445 |
|
|
|
i 81,121 |
|
|
|
i 253,650 |
|
|
|
i 232,192 |
|
General and administrative expenses |
|
|
i 7,663 |
|
|
|
i 5,875 |
|
|
|
i 19,593 |
|
|
|
i 15,510 |
|
Other expenses, net |
|
|
i 4,941 |
|
|
|
i 3,816 |
|
|
|
i 5,883 |
|
|
|
i 9,207 |
|
|
|
|
i 174,299 |
|
|
|
i 164,737 |
|
|
|
i 477,399 |
|
|
|
i 460,209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
i 9,613 |
|
|
|
i 13,432 |
|
|
|
i 48,746 |
|
|
|
i 45,088 |
|
Interest expense |
|
|
( i 32,656 |
) |
|
|
( i 30,530 |
) |
|
|
( i 80,790 |
) |
|
|
( i 100,212 |
) |
Loss on extinguishment of debt |
|
|
i — |
|
|
|
( i 6,673 |
) |
|
|
( i 23,636 |
) |
|
|
( i 44,833 |
) |
Gain on dispositions of real estate and derecognition of leased properties |
|
|
i — |
|
|
|
i 7,127 |
|
|
|
i 587,609 |
|
|
|
i 94,512 |
|
Loss from unconsolidated real estate partnerships |
|
|
( i 87 |
) |
|
|
i — |
|
|
|
( i 2,974 |
) |
|
|
i — |
|
Income before income tax (expense) benefit |
|
|
i 3,442 |
|
|
|
i 10,396 |
|
|
|
i 617,405 |
|
|
|
i 80,869 |
|
Income tax (expense) benefit |
|
|
( i 46 |
) |
|
|
i 275 |
|
|
|
( i 966 |
) |
|
|
( i 770 |
) |
Net income |
|
|
i 3,396 |
|
|
|
i 10,671 |
|
|
|
i 616,439 |
|
|
|
i 80,099 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
i 102 |
|
|
|
i 785 |
|
|
|
i 285 |
|
|
|
i 3,417 |
|
Net income attributable to preferred noncontrolling interests in AIR Operating Partnership |
|
|
( i 1,602 |
) |
|
|
( i 1,603 |
) |
|
|
( i 4,807 |
) |
|
|
( i 4,810 |
) |
Net income attributable to common noncontrolling interests in AIR Operating Partnership |
|
|
( i 137 |
) |
|
|
( i 475 |
) |
|
|
( i 37,053 |
) |
|
|
( i 3,966 |
) |
Net income attributable to noncontrolling interests |
|
|
( i 1,637 |
) |
|
|
( i 1,293 |
) |
|
|
( i 41,575 |
) |
|
|
( i 5,359 |
) |
Net income attributable to AIR |
|
|
i 1,759 |
|
|
|
i 9,378 |
|
|
|
i 574,864 |
|
|
|
i 74,740 |
|
Net income attributable to AIR preferred stockholders |
|
|
( i 43 |
) |
|
|
( i 43 |
) |
|
|
( i 128 |
) |
|
|
( i 136 |
) |
Net (income) loss attributable to participating securities |
|
|
i 44 |
|
|
|
( i 46 |
) |
|
|
( i 373 |
) |
|
|
( i 149 |
) |
Net income attributable to AIR common stockholders |
|
$ |
i 1,760 |
|
|
$ |
i 9,289 |
|
|
$ |
i 574,363 |
|
|
$ |
i 74,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to AIR common stockholders per share – basic |
|
$ |
i 0.01 |
|
|
$ |
i 0.06 |
|
|
$ |
i 3.69 |
|
|
$ |
i 0.49 |
|
Net income attributable to AIR common stockholders per share – diluted |
|
$ |
i 0.01 |
|
|
$ |
i 0.06 |
|
|
$ |
i 3.68 |
|
|
$ |
i 0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding – basic |
|
|
i 153,811 |
|
|
|
i 156,646 |
|
|
|
i 155,488 |
|
|
|
i 153,289 |
|
Weighted-average common shares outstanding – diluted |
|
|
i 154,057 |
|
|
|
i 157,042 |
|
|
|
i 157,440 |
|
|
|
i 153,650 |
|
See notes to condensed consolidated financial statements.
4
APARTMENT INCOME REIT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
Net income |
|
$ |
i 3,396 |
|
|
$ |
i 10,671 |
|
|
$ |
i 616,439 |
|
|
$ |
i 80,099 |
|
Unrealized gains on derivative instruments |
|
|
i 34,209 |
|
|
|
— |
|
|
|
i 47,141 |
|
|
|
— |
|
Losses on derivative instruments reclassified into interest expense from accumulated other comprehensive income |
|
|
i 731 |
|
|
|
— |
|
|
|
i 2,720 |
|
|
|
— |
|
Unrealized losses on available for sale debt securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 3,251 |
) |
Other comprehensive income |
|
|
i 38,336 |
|
|
|
i 10,671 |
|
|
|
i 666,300 |
|
|
|
i 76,848 |
|
Comprehensive income attributable to noncontrolling interests |
|
|
( i 4,379 |
) |
|
|
( i 1,293 |
) |
|
|
( i 45,488 |
) |
|
|
( i 5,147 |
) |
Comprehensive income attributable to AIR |
|
$ |
i 33,957 |
|
|
$ |
i 9,378 |
|
|
$ |
i 620,812 |
|
|
$ |
i 71,701 |
|
See notes to condensed consolidated financial statements.
5
APARTMENT INCOME REIT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Three Months Ended September 30, 2022 and 2021
(In thousands, except share data)
(Unaudited)
|
|
Perpetual Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
Common |
|
|
|
|
|||||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Additional |
|
|
Other |
|
|
Distributions |
|
|
Total AIR |
|
|
Consolidated |
|
|
AIR |
|
|
Total |
|
|||||||||||
Balances at June 30, 2021 |
|
|
i 20 |
|
|
$ |
i 2,000 |
|
|
|
i 156,856,952 |
|
|
$ |
i 1,569 |
|
|
$ |
i 3,773,173 |
|
|
$ |
— |
|
|
$ |
( i 2,197,843 |
) |
|
$ |
i 1,578,899 |
|
|
$ |
( i 67,531 |
) |
|
$ |
i 60,388 |
|
|
$ |
i 1,571,756 |
|
Issuance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 31 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 31 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 31 |
) |
Redemption of AIR Operating Partnership units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 425 |
) |
|
|
( i 425 |
) |
Conversion of AIR Operating Partnership units |
|
|
— |
|
|
|
— |
|
|
|
i 125,621 |
|
|
|
i 1 |
|
|
|
i 6,282 |
|
|
|
— |
|
|
|
— |
|
|
|
i 6,283 |
|
|
|
— |
|
|
|
( i 6,283 |
) |
|
|
— |
|
Amortization of share-based compensation cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 409 |
|
|
|
— |
|
|
|
— |
|
|
|
i 409 |
|
|
|
— |
|
|
|
i 992 |
|
|
|
i 1,401 |
|
Effect of changes in ownership of consolidated entities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 5,423 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 5,423 |
) |
|
|
— |
|
|
|
i 5,653 |
|
|
|
i 230 |
|
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 4,128 |
|
|
|
— |
|
|
|
i 4,128 |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 9,378 |
|
|
|
i 9,378 |
|
|
|
( i 785 |
) |
|
|
i 475 |
|
|
|
i 9,068 |
|
Common Stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 69,051 |
) |
|
|
( i 69,051 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 69,051 |
) |
Preferred Stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 43 |
) |
|
|
( i 43 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 43 |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 3,910 |
) |
|
|
( i 3,481 |
) |
|
|
( i 7,391 |
) |
Other, net |
|
|
— |
|
|
|
— |
|
|
|
i 969 |
|
|
|
— |
|
|
|
( i 474 |
) |
|
|
— |
|
|
|
( i 3 |
) |
|
|
( i 477 |
) |
|
|
— |
|
|
|
( i 230 |
) |
|
|
( i 707 |
) |
Balances at September 30, 2021 |
|
|
i 20 |
|
|
$ |
i 2,000 |
|
|
|
i 156,983,542 |
|
|
$ |
i 1,570 |
|
|
$ |
i 3,773,936 |
|
|
$ |
— |
|
|
$ |
( i 2,257,562 |
) |
|
$ |
i 1,519,944 |
|
|
$ |
( i 68,098 |
) |
|
$ |
i 57,089 |
|
|
$ |
i 1,508,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances at June 30, 2022 |
|
|
i 20 |
|
|
$ |
i 2,000 |
|
|
|
i 154,187,241 |
|
|
$ |
i 1,542 |
|
|
$ |
i 3,636,906 |
|
|
$ |
i 13,750 |
|
|
$ |
( i 1,521,749 |
) |
|
$ |
i 2,132,449 |
|
|
$ |
( i 70,609 |
) |
|
$ |
i 226,985 |
|
|
$ |
i 2,288,825 |
|
Redemption of AIR Operating Partnership units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 3,178 |
) |
|
|
( i 3,178 |
) |
Repurchase of Common Stock, net |
|
|
— |
|
|
|
— |
|
|
|
( i 1,195,690 |
) |
|
|
( i 12 |
) |
|
|
( i 46,699 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 46,711 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 46,711 |
) |
Amortization of share-based compensation cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 878 |
|
|
|
— |
|
|
|
— |
|
|
|
i 878 |
|
|
|
— |
|
|
|
i 943 |
|
|
|
i 1,821 |
|
Effect of changes in ownership of consolidated entities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 2,140 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 2,140 |
) |
|
|
— |
|
|
|
i 2,140 |
|
|
|
— |
|
Purchase of noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 5,529 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 5,529 |
) |
|
|
i 120 |
|
|
|
— |
|
|
|
( i 5,409 |
) |
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 529 |
|
|
|
— |
|
|
|
i 529 |
|
Change in accumulated other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 32,198 |
|
|
|
— |
|
|
|
i 32,198 |
|
|
|
— |
|
|
|
i 2,742 |
|
|
|
i 34,940 |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 1,759 |
|
|
|
i 1,759 |
|
|
|
( i 102 |
) |
|
|
i 137 |
|
|
|
i 1,794 |
|
Common Stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 69,377 |
) |
|
|
( i 69,377 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 69,377 |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 6,226 |
) |
|
|
( i 4,472 |
) |
|
|
( i 10,698 |
) |
Other, net |
|
|
— |
|
|
|
— |
|
|
|
i 1,897 |
|
|
|
|
|
|
( i 305 |
) |
|
|
— |
|
|
|
( i 42 |
) |
|
|
( i 347 |
) |
|
|
i 88 |
|
|
|
( i 235 |
) |
|
|
( i 494 |
) |
|
Balances at September 30, 2022 |
|
|
i 20 |
|
|
$ |
i 2,000 |
|
|
|
i 152,993,448 |
|
|
$ |
i 1,530 |
|
|
$ |
i 3,583,111 |
|
|
$ |
i 45,948 |
|
|
$ |
( i 1,589,409 |
) |
|
$ |
i 2,043,180 |
|
|
$ |
( i 76,200 |
) |
|
$ |
i 225,062 |
|
|
$ |
i 2,192,042 |
|
See notes to condensed consolidated financial statements.
6
APARTMENT INCOME REIT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
For the Nine Months Ended September 30, 2022 and 2021
(In thousands, except share data)
(Unaudited)
|
|
Perpetual Preferred Stock |
|
|
Common Stock |
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
Noncontrolling |
|
|
Common |
|
|
|
|
|||||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Shares |
|
|
Amount |
|
|
Additional |
|
|
Other |
|
|
Distributions |
|
|
Total AIR |
|
|
Consolidated |
|
|
AIR |
|
|
Total |
|
|||||||||||
Balances at December 31, 2020 |
|
|
i 20 |
|
|
$ |
i 2,000 |
|
|
|
i 148,861,036 |
|
|
$ |
i 1,489 |
|
|
$ |
i 3,432,121 |
|
|
$ |
i 3,039 |
|
|
$ |
( i 2,131,798 |
) |
|
$ |
i 1,306,851 |
|
|
$ |
( i 61,943 |
) |
|
$ |
i 63,185 |
|
|
$ |
i 1,308,093 |
|
Issuance of Common Stock |
|
|
— |
|
|
|
— |
|
|
|
i 7,825,000 |
|
|
|
i 79 |
|
|
|
i 342,390 |
|
|
|
— |
|
|
|
— |
|
|
|
i 342,469 |
|
|
|
— |
|
|
|
— |
|
|
|
i 342,469 |
|
Issuance costs |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 337 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 337 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 337 |
) |
Redemption of AIR Operating Partnership units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 3,975 |
) |
|
|
( i 3,975 |
) |
Conversion of AIR Operating Partnership units |
|
|
— |
|
|
|
— |
|
|
|
i 168,940 |
|
|
|
i 1 |
|
|
|
i 8,239 |
|
|
|
— |
|
|
|
— |
|
|
|
i 8,240 |
|
|
|
— |
|
|
|
( i 8,242 |
) |
|
|
( i 2 |
) |
Amortization of share-based compensation cost |
|
|
— |
|
|
|
— |
|
|
|
i 33,000 |
|
|
|
— |
|
|
|
i 2,953 |
|
|
|
— |
|
|
|
— |
|
|
|
i 2,953 |
|
|
|
— |
|
|
|
i 2,975 |
|
|
|
i 5,928 |
|
Effect of changes in ownership of consolidated entities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 9,846 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 9,846 |
) |
|
|
— |
|
|
|
i 10,076 |
|
|
|
i 230 |
|
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 6,126 |
|
|
|
— |
|
|
|
i 6,126 |
|
Change in accumulated other comprehensive income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 3,039 |
) |
|
|
— |
|
|
|
( i 3,039 |
) |
|
|
— |
|
|
|
( i 212 |
) |
|
|
( i 3,251 |
) |
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 74,740 |
|
|
|
i 74,740 |
|
|
|
( i 3,417 |
) |
|
|
i 3,966 |
|
|
|
i 75,289 |
|
Common Stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 200,327 |
) |
|
|
( i 200,327 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 200,327 |
) |
Preferred Stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 136 |
) |
|
|
( i 136 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 136 |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 8,744 |
) |
|
|
( i 10,684 |
) |
|
|
( i 19,428 |
) |
Other, net |
|
|
— |
|
|
|
— |
|
|
|
i 95,566 |
|
|
|
i 1 |
|
|
|
( i 1,584 |
) |
|
|
— |
|
|
|
( i 41 |
) |
|
|
( i 1,624 |
) |
|
|
( i 120 |
) |
|
|
— |
|
|
|
( i 1,744 |
) |
Balances at September 30, 2021 |
|
|
i 20 |
|
|
$ |
i 2,000 |
|
|
|
i 156,983,542 |
|
|
$ |
i 1,570 |
|
|
$ |
i 3,773,936 |
|
|
$ |
— |
|
|
$ |
( i 2,257,562 |
) |
|
$ |
i 1,519,944 |
|
|
$ |
( i 68,098 |
) |
|
$ |
i 57,089 |
|
|
$ |
i 1,508,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balances at December 31, 2021 |
|
|
i 145 |
|
|
$ |
i 2,129 |
|
|
|
i 156,998,367 |
|
|
$ |
i 1,570 |
|
|
$ |
i 3,763,105 |
|
|
$ |
i — |
|
|
$ |
( i 1,953,779 |
) |
|
$ |
i 1,813,025 |
|
|
$ |
( i 70,883 |
) |
|
$ |
i 197,013 |
|
|
$ |
i 1,939,155 |
|
Redemption of AIR Operating Partnership units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 7,423 |
) |
|
|
( i 7,423 |
) |
Repurchase of Common Stock, net |
|
|
— |
|
|
|
— |
|
|
|
( i 4,107,451 |
) |
|
|
( i 41 |
) |
|
|
( i 171,670 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 171,711 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 171,711 |
) |
Amortization of share-based compensation cost |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 3,519 |
|
|
|
— |
|
|
|
— |
|
|
|
i 3,519 |
|
|
|
— |
|
|
|
i 2,753 |
|
|
|
i 6,272 |
|
Effect of changes in ownership of consolidated entities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 5,404 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 5,404 |
) |
|
|
— |
|
|
|
i 5,404 |
|
|
|
— |
|
Purchase of noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 5,529 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 5,529 |
) |
|
|
i 120 |
|
|
|
— |
|
|
|
( i 5,409 |
) |
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 8,337 |
|
|
|
— |
|
|
|
i 8,337 |
|
Change in accumulated other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 45,948 |
|
|
|
— |
|
|
|
i 45,948 |
|
|
|
— |
|
|
|
i 3,913 |
|
|
|
i 49,861 |
|
Net income (loss) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 574,864 |
|
|
|
i 574,864 |
|
|
|
( i 285 |
) |
|
|
i 37,053 |
|
|
|
i 611,632 |
|
Common Stock dividends |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 210,361 |
) |
|
|
( i 210,361 |
) |
|
|
— |
|
|
|
— |
|
|
|
( i 210,361 |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 13,561 |
) |
|
|
( i 13,408 |
) |
|
|
( i 26,969 |
) |
Other, net |
|
|
( i 125 |
) |
|
|
( i 129 |
) |
|
|
i 102,532 |
|
|
|
i 1 |
|
|
|
( i 910 |
) |
|
|
— |
|
|
|
( i 133 |
) |
|
|
( i 1,171 |
) |
|
|
i 72 |
|
|
|
( i 243 |
) |
|
|
( i 1,342 |
) |
Balances at September 30, 2022 |
|
|
i 20 |
|
|
$ |
i 2,000 |
|
|
|
i 152,993,448 |
|
|
$ |
i 1,530 |
|
|
$ |
i 3,583,111 |
|
|
$ |
i 45,948 |
|
|
$ |
( i 1,589,409 |
) |
|
$ |
i 2,043,180 |
|
|
$ |
( i 76,200 |
) |
|
$ |
i 225,062 |
|
|
$ |
i 2,192,042 |
|
See notes to condensed consolidated financial statements.
7
APARTMENT INCOME REIT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
|
|
2021 |
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net income |
|
$ |
i 616,439 |
|
|
$ |
i 80,099 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
i 253,650 |
|
|
|
i 232,192 |
|
Loss on extinguishment of debt |
|
|
i 23,636 |
|
|
|
i 44,833 |
|
Gain on dispositions of real estate and derecognition of leased properties |
|
|
( i 587,609 |
) |
|
|
( i 94,512 |
) |
Income tax expense |
|
|
i 966 |
|
|
|
i 770 |
|
Other, net |
|
|
i 6,890 |
|
|
|
i 10,645 |
|
Net changes in operating assets and operating liabilities |
|
|
i 37,484 |
|
|
|
( i 41,286 |
) |
Net cash provided by operating activities |
|
|
i 351,456 |
|
|
|
i 232,741 |
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
||
Purchases of real estate and deposits related to purchases of real estate |
|
|
( i 858,815 |
) |
|
|
( i 225,526 |
) |
Capital expenditures |
|
|
( i 151,115 |
) |
|
|
( i 130,877 |
) |
Proceeds from dispositions of real estate |
|
|
i 759,227 |
|
|
|
i 45,752 |
|
Proceeds from dispositions of unconsolidated real estate partnerships |
|
|
i 7,244 |
|
|
|
i — |
|
Proceeds from repayment of note receivable |
|
|
i 534,127 |
|
|
|
i — |
|
Proceeds from investments in debt securities |
|
|
i — |
|
|
|
i 100,852 |
|
Other investing activities |
|
|
( i 37,744 |
) |
|
|
( i 40,792 |
) |
Net cash provided by (used in) investing activities |
|
|
i 252,924 |
|
|
|
( i 250,591 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Principal repayments on non-recourse property debt |
|
|
( i 361,056 |
) |
|
|
( i 618,111 |
) |
Proceeds from term loans |
|
|
i — |
|
|
|
i 1,150,000 |
|
Repayment of term loan |
|
|
( i 350,000 |
) |
|
|
( i 350,000 |
) |
Net borrowings on (repayments of) revolving credit facility |
|
|
i 176,205 |
|
|
|
( i 206,144 |
) |
Payment of debt issuance costs |
|
|
( i 4,793 |
) |
|
|
( i 11,124 |
) |
Payment of debt extinguishment costs |
|
|
( i 22,723 |
) |
|
|
( i 42,760 |
) |
Proceeds from the issuance of unsecured notes payable |
|
|
i 400,000 |
|
|
|
i — |
|
Proceeds from the issuance of Common Stock |
|
|
i — |
|
|
|
i 342,132 |
|
Repurchases of Common Stock |
|
|
( i 171,711 |
) |
|
|
i — |
|
Payment of dividends to holders of Common Stock |
|
|
( i 210,377 |
) |
|
|
( i 200,624 |
) |
Other financing activities |
|
|
( i 38,040 |
) |
|
|
( i 21,872 |
) |
Net cash (used in) provided by financing activities |
|
|
( i 582,495 |
) |
|
|
i 41,497 |
|
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
|
|
i 21,885 |
|
|
|
i 23,647 |
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD |
|
|
i 92,761 |
|
|
|
i 73,480 |
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD |
|
$ |
i 114,646 |
|
|
$ |
i 97,127 |
|
See notes to condensed consolidated financial statements.
8
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
|
|
September 30, |
|
|
|
|||
|
|
|
|
2021 |
|
|||
ASSETS |
|
|
|
|
|
|
||
Buildings and improvements |
|
$ |
i 6,742,347 |
|
|
$ |
i 5,720,267 |
|
Land |
|
|
i 1,296,223 |
|
|
|
i 1,164,814 |
|
Total real estate |
|
|
i 8,038,570 |
|
|
|
i 6,885,081 |
|
Accumulated depreciation |
|
|
( i 2,370,792 |
) |
|
|
( i 2,284,793 |
) |
Net real estate |
|
|
i 5,667,778 |
|
|
|
i 4,600,288 |
|
Cash and cash equivalents |
|
|
i 87,732 |
|
|
|
i 67,320 |
|
Restricted cash |
|
|
i 26,914 |
|
|
|
i 25,441 |
|
Note receivable from Aimco |
|
|
i — |
|
|
|
i 534,127 |
|
Leased real estate assets |
|
|
i — |
|
|
|
i 466,355 |
|
Goodwill |
|
|
i 32,286 |
|
|
|
i 32,286 |
|
Other assets, net |
|
|
i 779,205 |
|
|
|
i 568,051 |
|
Assets held for sale |
|
|
i 128,538 |
|
|
|
i 146,492 |
|
Total assets |
|
$ |
i 6,722,453 |
|
|
$ |
i 6,440,360 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND PARTNERS’ CAPITAL |
|
|
|
|
|
|
||
Non-recourse property debt, net |
|
$ |
i 2,019,417 |
|
|
$ |
i 2,294,739 |
|
Term loans, net |
|
|
i 796,334 |
|
|
|
i 1,144,547 |
|
Revolving credit facility borrowings |
|
|
i 479,000 |
|
|
|
i 304,000 |
|
Unsecured notes payable, net |
|
|
i 397,417 |
|
|
|
i — |
|
Total indebtedness |
|
|
i 3,692,168 |
|
|
|
i 3,743,286 |
|
Accrued liabilities and other |
|
|
i 758,441 |
|
|
|
i 592,774 |
|
Liabilities related to assets held for sale |
|
|
i 472 |
|
|
|
i 85,775 |
|
Total liabilities |
|
|
i 4,451,081 |
|
|
|
i 4,421,835 |
|
|
|
|
|
|
|
|
||
Commitments and contingencies (Note 6) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Redeemable preferred units |
|
|
i 79,330 |
|
|
|
i 79,370 |
|
|
|
|
|
|
|
|
||
Partners’ capital: |
|
|
|
|
|
|
||
Preferred units |
|
|
i 2,000 |
|
|
|
i 2,129 |
|
General Partner and Special Limited Partner |
|
|
i 2,041,180 |
|
|
|
i 1,810,896 |
|
Limited Partners |
|
|
i 225,062 |
|
|
|
i 197,013 |
|
Partners’ capital attributable to the AIR Operating Partnership |
|
|
i 2,268,242 |
|
|
|
i 2,010,038 |
|
Noncontrolling interests in consolidated real estate partnerships |
|
|
( i 76,200 |
) |
|
|
( i 70,883 |
) |
Total partners’ capital |
|
|
i 2,192,042 |
|
|
|
i 1,939,155 |
|
Total liabilities, redeemable preferred units, and partners’ capital |
|
$ |
i 6,722,453 |
|
|
$ |
i 6,440,360 |
|
See notes to condensed consolidated financial statements.
9
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per unit data)
(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
REVENUES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental and other property revenues |
|
$ |
i 198,413 |
|
|
$ |
i 190,082 |
|
|
$ |
i 558,686 |
|
|
$ |
i 541,533 |
|
Other revenues |
|
|
i 2,458 |
|
|
|
i 1,695 |
|
|
|
i 7,163 |
|
|
|
i 4,990 |
|
Total revenues |
|
|
i 200,871 |
|
|
|
i 191,777 |
|
|
|
i 565,849 |
|
|
|
i 546,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
EXPENSES |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property operating expenses |
|
|
i 71,250 |
|
|
|
i 73,925 |
|
|
|
i 198,273 |
|
|
|
i 203,300 |
|
Depreciation and amortization |
|
|
i 90,445 |
|
|
|
i 81,121 |
|
|
|
i 253,650 |
|
|
|
i 232,192 |
|
General and administrative expenses |
|
|
i 7,663 |
|
|
|
i 5,875 |
|
|
|
i 19,593 |
|
|
|
i 15,510 |
|
Other expenses, net |
|
|
i 4,941 |
|
|
|
i 3,816 |
|
|
|
i 5,883 |
|
|
|
i 9,207 |
|
|
|
|
i 174,299 |
|
|
|
i 164,737 |
|
|
|
i 477,399 |
|
|
|
i 460,209 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
i 9,613 |
|
|
|
i 13,432 |
|
|
|
i 48,746 |
|
|
|
i 45,088 |
|
Interest expense |
|
|
( i 32,656 |
) |
|
|
( i 30,530 |
) |
|
|
( i 80,790 |
) |
|
|
( i 100,212 |
) |
Loss on extinguishment of debt |
|
|
i — |
|
|
|
( i 6,673 |
) |
|
|
( i 23,636 |
) |
|
|
( i 44,833 |
) |
Gain on dispositions of real estate and derecognition of leased properties |
|
|
i — |
|
|
|
i 7,127 |
|
|
|
i 587,609 |
|
|
|
i 94,512 |
|
Loss from unconsolidated real estate partnerships |
|
|
( i 87 |
) |
|
|
i — |
|
|
|
( i 2,974 |
) |
|
|
i — |
|
Income before income tax (expense) benefit |
|
|
i 3,442 |
|
|
|
i 10,396 |
|
|
|
i 617,405 |
|
|
|
i 80,869 |
|
Income tax (expense) benefit |
|
|
( i 46 |
) |
|
|
i 275 |
|
|
|
( i 966 |
) |
|
|
( i 770 |
) |
Net income |
|
|
i 3,396 |
|
|
|
i 10,671 |
|
|
|
i 616,439 |
|
|
|
i 80,099 |
|
Net loss attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
i 102 |
|
|
|
i 785 |
|
|
|
i 285 |
|
|
|
i 3,417 |
|
Net income attributable to the AIR Operating Partnership |
|
|
i 3,498 |
|
|
|
i 11,456 |
|
|
|
i 616,724 |
|
|
|
i 83,516 |
|
Net income attributable to the AIR Operating Partnership’s preferred unitholders |
|
|
( i 1,645 |
) |
|
|
( i 1,646 |
) |
|
|
( i 4,935 |
) |
|
|
( i 4,946 |
) |
Net (income) loss attributable to participating securities |
|
|
i 44 |
|
|
|
( i 46 |
) |
|
|
( i 373 |
) |
|
|
( i 149 |
) |
Net income attributable to the AIR Operating Partnership’s common unitholders |
|
$ |
i 1,897 |
|
|
$ |
i 9,764 |
|
|
$ |
i 611,416 |
|
|
$ |
i 78,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to the AIR Operating Partnership common unitholders per unit – basic |
|
$ |
i 0.01 |
|
|
$ |
i 0.06 |
|
|
$ |
i 3.69 |
|
|
$ |
i 0.49 |
|
Net income attributable to the AIR Operating Partnership common unitholders per unit – diluted |
|
$ |
i 0.01 |
|
|
$ |
i 0.06 |
|
|
$ |
i 3.68 |
|
|
$ |
i 0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common units outstanding – basic |
|
|
i 163,866 |
|
|
|
i 164,603 |
|
|
|
i 165,578 |
|
|
|
i 161,336 |
|
Weighted-average common units outstanding – diluted |
|
|
i 164,112 |
|
|
|
i 164,999 |
|
|
|
i 167,529 |
|
|
|
i 161,697 |
|
See notes to condensed consolidated financial statements.
10
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
Net income |
|
$ |
i 3,396 |
|
|
$ |
i 10,671 |
|
|
$ |
i 616,439 |
|
|
$ |
i 80,099 |
|
Unrealized gains on derivative instruments |
|
|
i 34,209 |
|
|
|
— |
|
|
|
i 47,141 |
|
|
|
— |
|
Losses on derivative instruments reclassified into interest expense from accumulated other comprehensive income |
|
|
i 731 |
|
|
|
— |
|
|
|
i 2,720 |
|
|
|
— |
|
Unrealized losses on available for sale debt securities |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 3,251 |
) |
Other comprehensive income |
|
|
i 38,336 |
|
|
|
i 10,671 |
|
|
|
i 666,300 |
|
|
|
i 76,848 |
|
Comprehensive loss attributable to noncontrolling interests |
|
|
i 102 |
|
|
|
i 785 |
|
|
|
i 285 |
|
|
|
i 3,417 |
|
Comprehensive income attributable to the AIR Operating Partnership |
|
$ |
i 38,438 |
|
|
$ |
i 11,456 |
|
|
$ |
i 666,585 |
|
|
$ |
i 80,265 |
|
See notes to condensed consolidated financial statements.
11
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Three Months Ended September 30, 2022 and 2021
(In thousands)
(Unaudited)
|
|
Preferred |
|
|
General Partner |
|
|
Limited |
|
|
Partners’ Capital |
|
|
Noncontrolling |
|
|
Total |
|
||||||
Balances at June 30, 2021 |
|
$ |
i 2,000 |
|
|
$ |
i 1,576,899 |
|
|
$ |
i 60,388 |
|
|
$ |
i 1,639,287 |
|
|
$ |
( i 67,531 |
) |
|
$ |
i 1,571,756 |
|
Issuance costs |
|
|
— |
|
|
|
( i 31 |
) |
|
|
— |
|
|
|
( i 31 |
) |
|
|
— |
|
|
|
( i 31 |
) |
Redemption of common partnership units |
|
|
— |
|
|
|
— |
|
|
|
( i 425 |
) |
|
|
( i 425 |
) |
|
|
— |
|
|
|
( i 425 |
) |
Conversion of common partnership units |
|
|
— |
|
|
|
i 6,283 |
|
|
|
( i 6,283 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Amortization of share-based compensation cost |
|
|
— |
|
|
|
i 409 |
|
|
|
i 992 |
|
|
|
i 1,401 |
|
|
|
— |
|
|
|
i 1,401 |
|
Effect of changes in ownership of consolidated entities |
|
|
— |
|
|
|
( i 5,423 |
) |
|
|
i 5,653 |
|
|
|
i 230 |
|
|
|
— |
|
|
|
i 230 |
|
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 4,128 |
|
|
|
i 4,128 |
|
Net income (loss) |
|
|
— |
|
|
|
i 9,378 |
|
|
|
i 475 |
|
|
|
i 9,853 |
|
|
|
( i 785 |
) |
|
|
i 9,068 |
|
Distributions to common unitholders |
|
|
— |
|
|
|
( i 69,051 |
) |
|
|
( i 3,481 |
) |
|
|
( i 72,532 |
) |
|
|
— |
|
|
|
( i 72,532 |
) |
Distributions to preferred unitholders |
|
|
— |
|
|
|
( i 43 |
) |
|
|
— |
|
|
|
( i 43 |
) |
|
|
— |
|
|
|
( i 43 |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 3,910 |
) |
|
|
( i 3,910 |
) |
Other, net |
|
|
— |
|
|
|
( i 477 |
) |
|
|
( i 230 |
) |
|
|
( i 707 |
) |
|
|
— |
|
|
|
( i 707 |
) |
Balances at September 30, 2021 |
|
$ |
i 2,000 |
|
|
$ |
i 1,517,944 |
|
|
$ |
i 57,089 |
|
|
$ |
i 1,577,033 |
|
|
$ |
( i 68,098 |
) |
|
$ |
i 1,508,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balances at June 30, 2022 |
|
$ |
i 2,000 |
|
|
$ |
i 2,130,449 |
|
|
$ |
i 226,985 |
|
|
$ |
i 2,359,434 |
|
|
$ |
( i 70,609 |
) |
|
$ |
i 2,288,825 |
|
Redemption of common partnership units |
|
|
— |
|
|
|
— |
|
|
|
( i 3,178 |
) |
|
|
( i 3,178 |
) |
|
|
— |
|
|
|
( i 3,178 |
) |
Repurchase of common partnership units |
|
|
— |
|
|
|
( i 46,711 |
) |
|
|
— |
|
|
|
( i 46,711 |
) |
|
|
— |
|
|
|
( i 46,711 |
) |
Amortization of share-based compensation cost |
|
|
— |
|
|
|
i 878 |
|
|
|
i 943 |
|
|
|
i 1,821 |
|
|
|
— |
|
|
|
i 1,821 |
|
Effect of changes in ownership of consolidated entities |
|
|
— |
|
|
|
( i 2,140 |
) |
|
|
i 2,140 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Purchase of noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
( i 5,529 |
) |
|
|
— |
|
|
|
( i 5,529 |
) |
|
|
i 120 |
|
|
|
( i 5,409 |
) |
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 529 |
|
|
|
i 529 |
|
Change in accumulated other comprehensive income (loss) |
|
|
— |
|
|
|
i 32,198 |
|
|
|
i 2,742 |
|
|
|
i 34,940 |
|
|
|
— |
|
|
|
i 34,940 |
|
Net income (loss) |
|
|
— |
|
|
|
i 1,759 |
|
|
|
i 137 |
|
|
|
i 1,896 |
|
|
|
( i 102 |
) |
|
|
i 1,794 |
|
Distributions to common unitholders |
|
|
— |
|
|
|
( i 69,377 |
) |
|
|
( i 4,472 |
) |
|
|
( i 73,849 |
) |
|
|
— |
|
|
|
( i 73,849 |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 6,226 |
) |
|
|
( i 6,226 |
) |
Other, net |
|
|
— |
|
|
|
( i 347 |
) |
|
|
( i 235 |
) |
|
|
( i 582 |
) |
|
|
i 88 |
|
|
|
( i 494 |
) |
Balances at September 30, 2022 |
|
$ |
i 2,000 |
|
|
$ |
i 2,041,180 |
|
|
$ |
i 225,062 |
|
|
$ |
i 2,268,242 |
|
|
$ |
( i 76,200 |
) |
|
$ |
i 2,192,042 |
|
See notes to condensed consolidated financial statements.
12
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Nine Months Ended September 30, 2022 and 2021
(In thousands)
(Unaudited)
|
|
Preferred |
|
|
General Partner |
|
|
Limited |
|
|
Partners’ Capital |
|
|
Noncontrolling |
|
|
Total |
|
||||||
Balances at December 31, 2020 |
|
$ |
i 2,000 |
|
|
$ |
i 1,304,851 |
|
|
$ |
i 63,185 |
|
|
$ |
i 1,370,036 |
|
|
$ |
( i 61,943 |
) |
|
$ |
i 1,308,093 |
|
Issuance of common partnership units to AIR, net |
|
|
— |
|
|
|
i 342,469 |
|
|
|
— |
|
|
|
i 342,469 |
|
|
|
— |
|
|
|
i 342,469 |
|
Issuance costs |
|
|
— |
|
|
|
( i 337 |
) |
|
|
— |
|
|
|
( i 337 |
) |
|
|
— |
|
|
|
( i 337 |
) |
Redemption of common partnership units |
|
|
— |
|
|
|
— |
|
|
|
( i 3,975 |
) |
|
|
( i 3,975 |
) |
|
|
— |
|
|
|
( i 3,975 |
) |
Conversion of common partnership units |
|
|
— |
|
|
|
i 8,240 |
|
|
|
( i 8,242 |
) |
|
|
( i 2 |
) |
|
|
— |
|
|
|
( i 2 |
) |
Amortization of share-based compensation cost |
|
|
— |
|
|
|
i 2,953 |
|
|
|
i 2,975 |
|
|
|
i 5,928 |
|
|
|
— |
|
|
|
i 5,928 |
|
Effect of changes in ownership of consolidated entities |
|
|
— |
|
|
|
( i 9,846 |
) |
|
|
i 10,076 |
|
|
|
230 |
|
|
|
— |
|
|
|
230 |
|
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 6,126 |
|
|
|
i 6,126 |
|
Change in accumulated other comprehensive income (loss) |
|
|
— |
|
|
|
( i 3,039 |
) |
|
|
( i 212 |
) |
|
|
( i 3,251 |
) |
|
|
— |
|
|
|
( i 3,251 |
) |
Net income (loss) |
|
|
— |
|
|
|
i 74,740 |
|
|
|
i 3,966 |
|
|
|
i 78,706 |
|
|
|
( i 3,417 |
) |
|
|
i 75,289 |
|
Distributions to common unitholders |
|
|
— |
|
|
|
( i 200,327 |
) |
|
|
( i 10,684 |
) |
|
|
( i 211,011 |
) |
|
|
— |
|
|
|
( i 211,011 |
) |
Distributions to preferred unitholders |
|
|
— |
|
|
|
( i 136 |
) |
|
|
— |
|
|
|
( i 136 |
) |
|
|
— |
|
|
|
( i 136 |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 8,744 |
) |
|
|
( i 8,744 |
) |
Other, net |
|
|
— |
|
|
|
( i 1,624 |
) |
|
|
— |
|
|
|
( i 1,624 |
) |
|
|
( i 120 |
) |
|
|
( i 1,744 |
) |
Balances at September 30, 2021 |
|
$ |
i 2,000 |
|
|
$ |
i 1,517,944 |
|
|
$ |
i 57,089 |
|
|
$ |
i 1,577,033 |
|
|
$ |
( i 68,098 |
) |
|
$ |
i 1,508,935 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balances at December 31, 2021 |
|
$ |
i 2,129 |
|
|
$ |
i 1,810,896 |
|
|
$ |
i 197,013 |
|
|
$ |
i 2,010,038 |
|
|
$ |
( i 70,883 |
) |
|
$ |
i 1,939,155 |
|
Redemption of common partnership units |
|
|
— |
|
|
|
— |
|
|
|
( i 7,423 |
) |
|
|
( i 7,423 |
) |
|
|
— |
|
|
|
( i 7,423 |
) |
Repurchase of common partnership units |
|
|
— |
|
|
|
( i 171,711 |
) |
|
|
— |
|
|
|
( i 171,711 |
) |
|
|
— |
|
|
|
( i 171,711 |
) |
Amortization of share-based compensation cost |
|
|
— |
|
|
|
i 3,519 |
|
|
|
i 2,753 |
|
|
|
i 6,272 |
|
|
|
— |
|
|
|
i 6,272 |
|
Effect of changes in ownership of consolidated entities |
|
|
— |
|
|
|
( i 5,404 |
) |
|
|
i 5,404 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Purchase of noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
( i 5,529 |
) |
|
|
— |
|
|
|
( i 5,529 |
) |
|
|
i 120 |
|
|
|
( i 5,409 |
) |
Contributions from noncontrolling interests in consolidated real estate partnerships |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
i 8,337 |
|
|
|
i 8,337 |
|
Change in accumulated other comprehensive income |
|
|
— |
|
|
|
i 45,948 |
|
|
|
i 3,913 |
|
|
|
i 49,861 |
|
|
|
— |
|
|
|
i 49,861 |
|
Net income (loss) |
|
|
— |
|
|
|
i 574,864 |
|
|
|
i 37,053 |
|
|
|
i 611,917 |
|
|
|
( i 285 |
) |
|
|
i 611,632 |
|
Distributions to common unitholders |
|
|
— |
|
|
|
( i 210,361 |
) |
|
|
( i 13,408 |
) |
|
|
( i 223,769 |
) |
|
|
— |
|
|
|
( i 223,769 |
) |
Distributions to noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( i 13,561 |
) |
|
|
( i 13,561 |
) |
Other, net |
|
|
( i 129 |
) |
|
|
( i 1,042 |
) |
|
|
( i 243 |
) |
|
|
( i 1,414 |
) |
|
|
i 72 |
|
|
|
( i 1,342 |
) |
Balances at September 30, 2022 |
|
$ |
i 2,000 |
|
|
$ |
i 2,041,180 |
|
|
$ |
i 225,062 |
|
|
$ |
i 2,268,242 |
|
|
$ |
( i 76,200 |
) |
|
$ |
i 2,192,042 |
|
See notes to condensed consolidated financial statements.
13
APARTMENT INCOME REIT, L.P.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
|
|
2021 |
|
|||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net income |
|
$ |
i 616,439 |
|
|
$ |
i 80,099 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
i 253,650 |
|
|
|
i 232,192 |
|
Loss on extinguishment of debt |
|
|
i 23,636 |
|
|
|
i 44,833 |
|
Gain on dispositions of real estate and derecognition of leased properties |
|
|
( i 587,609 |
) |
|
|
( i 94,512 |
) |
Income tax expense |
|
|
i 966 |
|
|
|
i 770 |
|
Other, net |
|
|
i 6,890 |
|
|
|
i 10,645 |
|
Net changes in operating assets and operating liabilities |
|
|
i 37,484 |
|
|
|
( i 41,286 |
) |
Net cash provided by operating activities |
|
|
i 351,456 |
|
|
|
i 232,741 |
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
||
Purchases of real estate and deposits related to purchases of real estate |
|
|
( i 858,815 |
) |
|
|
( i 225,526 |
) |
Capital expenditures |
|
|
( i 151,115 |
) |
|
|
( i 130,877 |
) |
Proceeds from dispositions of real estate |
|
|
i 759,227 |
|
|
|
i 45,752 |
|
Proceeds from dispositions of unconsolidated real estate partnerships |
|
|
i 7,244 |
|
|
|
i — |
|
Proceeds from repayment of note receivable |
|
|
i 534,127 |
|
|
|
i — |
|
Proceeds from investments in debt securities |
|
|
i — |
|
|
|
i 100,852 |
|
Other investing activities |
|
|
( i 37,744 |
) |
|
|
( i 40,792 |
) |
Net cash provided by (used in) investing activities |
|
|
i 252,924 |
|
|
|
( i 250,591 |
) |
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Principal repayments on non-recourse property debt |
|
|
( i 361,056 |
) |
|
|
( i 618,111 |
) |
Proceeds from term loans |
|
|
i — |
|
|
|
i 1,150,000 |
|
Repayment of term loan |
|
|
( i 350,000 |
) |
|
|
( i 350,000 |
) |
Net borrowings on (repayments of) revolving credit facility |
|
|
i 176,205 |
|
|
|
( i 206,144 |
) |
Payment of debt issuance costs |
|
|
( i 4,793 |
) |
|
|
( i 11,124 |
) |
Payment of debt extinguishment costs |
|
|
( i 22,723 |
) |
|
|
( i 42,760 |
) |
Proceeds from the issuance of unsecured notes payable |
|
|
i 400,000 |
|
|
|
i — |
|
Proceeds from issuance of common partnership units to AIR, net |
|
|
i — |
|
|
|
i 342,132 |
|
Repurchases of common partnership units held by General Partner and Special Limited Partner |
|
|
( i 171,711 |
) |
|
|
i — |
|
Payment of distributions General Partner and Special Limited Partner |
|
|
( i 210,377 |
) |
|
|
( i 200,624 |
) |
Other financing activities |
|
|
( i 38,040 |
) |
|
|
( i 21,872 |
) |
Net cash (used in) provided by financing activities |
|
|
( i 582,495 |
) |
|
|
i 41,497 |
|
NET INCREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH |
|
|
i 21,885 |
|
|
|
i 23,647 |
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD |
|
|
i 92,761 |
|
|
|
i 73,480 |
|
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD |
|
$ |
i 114,646 |
|
|
$ |
i 97,127 |
|
See notes to condensed consolidated financial statements.
14
APARTMENT INCOME REIT CORP.
APARTMENT INCOME REIT, L.P.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 — Basis of Presentation and Organization
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of Apartment Income REIT Corp. (“AIR”), Apartment Income REIT, L.P. (“AIR Operating Partnership”), and their consolidated subsidiaries. The AIR Operating Partnership’s condensed consolidated financial statements include the accounts of the AIR Operating Partnership and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and “partner” refers to a partner in a limited partnership or a member of a limited liability company. Interests in the AIR Operating Partnership that are held by limited partners other than AIR are reflected in AIR’s accompanying condensed consolidated balance sheets as noncontrolling interests in the AIR Operating Partnership. Interests in partnerships consolidated by the AIR Operating Partnership that are held by third parties are reflected in AIR’s and AIR Operating Partnership’s accompanying condensed consolidated balance sheets as noncontrolling interests in consolidated real estate partnerships.
Except as the context otherwise requires, “we,” “our,” and “us” refer to AIR, the AIR Operating Partnership, and their consolidated subsidiaries, collectively.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations, although management believes the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments, consisting of normal recurring items, considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
The condensed consolidated balance sheets of AIR, the AIR Operating Partnership, and their consolidated subsidiaries as of December 31, 2021, have been derived from their respective audited financial statements at that date, but do not include all of the information and disclosures required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto included in AIR’s and the AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021. Except where indicated, the footnotes refer to AIR, the AIR Operating Partnership and their consolidated subsidiaries, collectively.
Reclassifications
Certain prior period balances in the condensed consolidated statements of cash flows have been combined to conform to current period presentation pursuant to Rule 10-01(a)(2) of Regulation S-X of the SEC. These changes had no impact on net income, cash flows, shareholders’ equity or partners' capital previously reported.
Organization and Business
AIR is a self-administered and self-managed real estate investment trust (“REIT”). AIR owns, through its wholly-owned subsidiaries, all of the common equity, the general partner interest, and special limited partner interest in AIR Operating Partnership, a Delaware limited partnership originally formed on May 16, 1994. AIR Operating Partnership conducts all of the business of AIR, which is focused on the ownership of stabilized multi-family properties located in top markets including eight important geographic concentrations: Boston; Philadelphia; Washington, D.C.; Miami; Denver; the San Francisco Bay Area; Los Angeles; and San Diego.
We own and operate a portfolio of apartment communities, diversified by both geography and price point, in i 11 states and the District of Columbia. As of September 30, 2022, our portfolio included i 80 apartment communities with i 26,600 apartment homes, in which we held an average ownership of approximately i 88%. We also have one land parcel and one indirect land interest that we lease to third parties.
15
Interests in the AIR Operating Partnership that are held by limited partners other than AIR are referred to as OP Units. OP Units include common partnership units, which we refer to as common OP Units, as well as preferred partnership units, which we refer to as preferred OP Units. As of September 30, 2022, after elimination of units held by consolidated subsidiaries, the AIR Operating Partnership had i 166,045,781 common OP Units outstanding. As of September 30, 2022, AIR owned i 152,993,448 of the common OP Units of the AIR Operating Partnership and AIR had an equal number of shares of its Class A Common Stock outstanding, which we refer to as Common Stock. AIR’s ownership of the total common OP Units outstanding represents a i 92.1% legal interest in the AIR Operating Partnership and a i 93.8% economic interest.
/Note 2 — Summary of Significant Accounting Policies
Principles of Consolidation
We consolidate a variable interest entity (“VIE”), in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity’s economic performance, and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.
Redeemable Preferred OP Units
The AIR Operating Partnership has various classes of preferred OP Units, which may be redeemed at the holders’ option for cash, or at its option, shares of Common Stock. The preferred OP Units are therefore presented within temporary equity in AIR’s condensed consolidated balance sheets and within temporary partners’ capital in the AIR Operating Partnership’s condensed consolidated balance sheets.
The following table presents a rollforward of the AIR Operating Partnership’s preferred OP Units (in thousands):
Balance at January 1, 2022 |
|
$ |
i 79,370 |
|
Preferred distributions |
|
|
( i 4,823 |
) |
Redemption of preferred units and other |
|
|
( i 24 |
) |
Net income allocated to preferred units |
|
|
i 4,807 |
|
Balance at September 30, 2022 |
|
$ |
i 79,330 |
|
The AIR Operating Partnership has outstanding various classes of redeemable preferred OP Units. As of September 30, 2022 and December 31, 2021, the AIR Operating Partnership had i 2,934,063 and i 2,935,662 redeemable preferred OP Units, respectively, issued and outstanding. Distributions per annum range from i 1.92% to i 8.75% per class and $ i 0.48 to $ i 8.00 per unit.
/Use of Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts included in the financial statements and accompanying notes thereto. Actual results could differ from those estimates.
16
Note 3 — Significant Transactions
Apartment Community Acquisitions
During i the nine months ended September 30, 2022, we acquired i three apartment communities in South Florida and i one in the Washington, D.C. area. Summarized information regarding these acquisitions is set forth in the table below (dollars in thousands): /
|
Three Months Ended September 30, 2022 |
|
|
Nine Months Ended September 30, 2022 |
|
||
Number of apartment communities |
|
i 1 |
|
|
|
i 4 |
|
Number of apartment homes |
|
i 350 |
|
|
|
i 1,351 |
|
|
|
|
|
|
|
||
Purchase price |
$ |
i 173,000 |
|
|
$ |
i 640,067 |
|
Capitalized transaction costs |
|
i 1,551 |
|
|
|
i 7,325 |
|
Total consideration |
$ |
i 174,551 |
|
|
$ |
i 647,392 |
|
Land |
$ |
i 14,480 |
|
|
$ |
i 54,918 |
|
Building and improvements |
|
i 156,980 |
|
|
|
i 577,712 |
|
Right-of-use lease asset |
|
i — |
|
|
|
i 80,651 |
|
Intangible assets (1) |
|
i 3,465 |
|
|
|
i 17,203 |
|
Lease liability |
|
i — |
|
|
|
( i 80,651 |
) |
Below-market lease liabilities (1) |
|
( i 103 |
) |
|
|
( i 613 |
) |
Real estate tax liability assumed |
|
( i 271 |
) |
|
|
( i 1,828 |
) |
Total consideration |
$ |
i 174,551 |
|
|
$ |
i 647,392 |
|
Apartment Community Dispositions
During the three months ended September 30, 2022, we did i not sell any apartment communities. During the nine months ended September 30, 2022, we sold 12 apartment communities with i 2,050 homes for gross proceeds of $ i 781.1 million.
From time to time we may be marketing for sale certain communities that are inconsistent with our long-term investment strategy. At the end of each reporting period we evaluate whether such communities meet the criteria to be classified as held for sale. As of September 30, 2022, we had six apartment communities with i 1,314 apartment homes that were classified as held for sale.
Lease Cancellation
On September 1, 2022, we canceled existing master leases at four properties owned by AIR and previously leased to Apartment Investment and Management Company (“Aimco”) for the purpose of their development. As part of the cancellation, AIR paid $ i 200 million to Aimco for the improvements added during the development period in accordance with the lease agreement. As AIR accounted for these leases as sales-type leases, we held a $ i 466 million leased real estate asset on the consolidated balance sheet as of August 31, 2022. T i he total consideration of the added improvement value payment, leased real estate asset, and related costs were allocated to the underlying assets returned to AIR based on the following allocation (dollars in thousands):
Number of apartment communities |
|
i 4 |
|
Number of apartment homes |
|
i 865 |
|
|
|
|
|
Land |
$ |
i 133,471 |
|
Building and improvements |
|
i 520,448 |
|
Intangible assets (1) |
|
i 13,470 |
|
Below-market lease liabilities (1) |
|
( i 866 |
) |
Total consideration (2) |
$ |
i 666,523 |
|
17
Capital Allocation – Share Repurchases
During the three months ended September 30, 2022, AIR repurchased i 1.2 million shares for $ i 47 million, at an average price of $ i 39.07 per share. Subsequent to quarter end and through November 2, 2022 we have purchased an additional i 3.1 million shares for $ i 115 million. In aggregate, we have repurchased i 7.2 million shares during 2022 at an average price of $ i 39.96. We are authorized by the AIR Board of Directors to repurchase an additional $ i 213 million of shares. We consider share buybacks as part of a balanced investment program.
Note 4 — Leases
Tenant Lessor Arrangements
The majority of lease payments we receive from our residents and tenants are fixed. We receive variable payments from our residents primarily for utility reimbursements. i Our total lease income was comprised of the following amounts for all operating leases (in thousands):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
Fixed lease income |
|
$ |
i 184,509 |
|
|
$ |
i 176,388 |
|
|
$ |
i 522,074 |
|
|
$ |
i 505,400 |
|
Variable lease income |
|
|
i 13,141 |
|
|
|
i 12,953 |
|
|
|
i 35,165 |
|
|
|
i 34,589 |
|
Total lease income |
|
$ |
i 197,650 |
|
|
$ |
i 189,341 |
|
|
$ |
i 557,239 |
|
|
$ |
i 539,989 |
|
i Generally, our residential leases do not provide extension options and, as of September 30, 2022, have an average remaining term of i 10.5 months. In general, our commercial leases have options to extend for a certain period of time at the tenant’s option. i Future minimum annual rental payments we are contractually obligated to receive under residential and commercial leases, excluding such extension options, are as follows as of September 30, 2022 (in thousands):
2022 (remaining) |
|
$ |
i 184,873 |
|
2023 |
|
|
i 440,389 |
|
2024 |
|
|
i 85,643 |
|
2025 |
|
|
i 11,264 |
|
2026 |
|
|
i 9,572 |
|
Thereafter |
|
|
i 42,923 |
|
Total |
|
$ |
i 774,664 |
|
Lessor Arrangements
During the three and nine months ended September 30, 2022, we recognized income of $ i 4.4 million and $ i 17.3 million, respectively, related to sales-type leases, compared to $ i 6.5 million and $ i 19.4 million, respectively, during the same periods in 2021, which is reflected in interest income in our condensed consolidated statements of operations. During the three months ended September 30, 2022, we canceled the existing sales-type leases, as described in Note 3. Accordingly, we will not receive any lease payments associated with these sales-type leases going forward.
/18
Note 5 — Debt
The following table summarizes debt as of September 30, 2022 and December 31, 2021 (in thousands):
|
|
Outstanding Balance |
|
|||||
|
|
|
|
|
||||
Secured debt: |
|
|
|
|
|
|
||
Fixed-rate property debt due i i December 2022 / to i i June 2032 / (1) |
|
$ |
i 1,940,158 |
|
|
$ |
i 2,217,256 |
|
Variable-rate property debt due i i October 2024 / (2) |
|
|
i 88,500 |
|
|
|
i 88,500 |
|
Total non-recourse property debt |
|
|
i 2,028,658 |
|
|
|
i 2,305,756 |
|
Debt issuance costs, net of accumulated amortization |
|
|
( i 9,241 |
) |
|
|
( i 11,017 |
) |
Total non-recourse property debt, net |
|
$ |
i 2,019,417 |
|
|
$ |
i 2,294,739 |
|
|
|
|
|
|
|
|
||
Unsecured debt: |
|
|
|
|
|
|
||
Term loans due i i December 2023 / to i i April 2026 / (2) (3) |
|
|
i 800,000 |
|
|
|
i 1,150,000 |
|
Revolving credit facility borrowings due i i April 2025 / (4) |
|
|
i 479,000 |
|
|
|
i 304,000 |
|
i i 4.58 / % Notes payable due i i June 2027 / (5) |
|
|
i 100,000 |
|
|
|
i — |
|
i i 4.77 / % Notes payable due i i June 2029 / (5) |
|
|
i 100,000 |
|
|
|
i — |
|
i i 4.84 / % Notes payable due i i June 2032 / (5) |
|
|
i 200,000 |
|
|
|
i — |
|
Total unsecured debt |
|
|
i 1,679,000 |
|
|
|
i 1,454,000 |
|
Debt issuance costs, net of accumulated amortization |
|
|
( i 6,249 |
) |
|
|
( i 5,453 |
) |
Total unsecured debt, net |
|
$ |
i 1,672,751 |
|
|
$ |
i 1,448,547 |
|
Total indebtedness |
|
$ |
i 3,692,168 |
|
|
$ |
i 3,743,286 |
|
Under our unsecured notes payable and revolving credit facility, we have agreed to maintain certain financial covenants, as well as other covenants customary for similar credit arrangements. The financial covenants we are required to maintain include a Maximum Leverage ratio of no greater than i 0.60 to i 1.00; a Fixed Charge Coverage Ratio of greater than i 1.5x, a Maximum Secured Indebtedness to Total Assets ratio of no greater than i 0.45 to i 1.00 through March 31, 2023, and i 0.40 to i 1.00 thereafter, a Maximum Unsecured Leverage ratio no greater than i 0.60 to i 1.00, and a Minimum Unsecured Interest Coverage Ratio no less than i 1.50 to i 1.00. We were in compliance with these covenants as of September 30, 2022 and expect to remain in compliance during the next 12 months.
/Note 6 — Commitments and Contingencies
Legal Matters
In addition to the matters described below, we are a party to various legal actions and administrative proceedings arising in the ordinary course of business, some of which are covered by our general liability insurance program, and none of which we expect to have a material adverse effect on our consolidated financial condition, results of operations, or cash flows.
Environmental
Various federal, state, and local laws subject apartment community owners or operators to liability for management and the costs of removal or remediation of certain potentially hazardous materials that may be present in the land or buildings of an apartment community. Such laws often impose liability without regard to fault or whether the owner or operator knew of, or was responsible for, the presence of such materials. The presence of, or the failure to manage or remediate properly, these materials may adversely affect occupancy at such apartment communities as well as the ability to sell or finance such apartment communities. In addition, governmental agencies may bring claims for costs associated with investigation and remediation actions. Moreover, private plaintiffs may potentially make claims for investigation and remediation costs they incur or for personal injury, disease, disability, or other infirmities related to
19
the alleged presence of hazardous materials. In addition to potential environmental liabilities or costs associated with our current apartment communities, we may also be responsible for such liabilities or costs associated with communities we acquire or manage in the future or apartment communities we no longer own or operate.
We have determined that our legal obligations to remove or remediate certain potentially hazardous materials may be conditional asset retirement obligations (“AROs”), as defined by GAAP. Except in limited circumstances where the asset retirement activities are expected to be performed in connection with a planned construction project or apartment community casualty, we believe that the fair value of our AROs cannot be reasonably estimated due to significant uncertainties in the timing and manner of settlement of those obligations. AROs that are reasonably estimable as of September 30, 2022, are immaterial to our condensed consolidated financial statements.
Note 7 — Earnings and Dividends per Share and per Unit
Reconciliations of the numerator and denominator in the calculations of basic and diluted earnings per share and per unit are as follows (in thousands, except per share and per unit data):
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
Earnings per share |
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic net income attributable to AIR common stockholders |
$ |
i 1,760 |
|
|
$ |
i 9,289 |
|
|
$ |
i 574,363 |
|
|
$ |
i 74,455 |
|
Effect of dilutive instruments |
|
— |
|
|
|
— |
|
|
|
i 4,807 |
|
|
|
— |
|
Dilutive net income attributable to AIR common stockholders |
$ |
i 1,760 |
|
|
$ |
i 9,289 |
|
|
$ |
i 579,170 |
|
|
$ |
i 74,455 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator – shares: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted-average common shares outstanding |
|
i 153,811 |
|
|
|
i 156,646 |
|
|
|
i 155,488 |
|
|
|
i 153,289 |
|
Dilutive common share equivalents outstanding |
|
i 246 |
|
|
|
i 396 |
|
|
|
i 1,952 |
|
|
|
i 361 |
|
Dilutive weighted-average common shares outstanding |
|
i 154,057 |
|
|
|
i 157,042 |
|
|
|
i 157,440 |
|
|
|
i 153,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per share – basic |
$ |
i 0.01 |
|
|
$ |
i 0.06 |
|
|
$ |
i 3.69 |
|
|
$ |
i 0.49 |
|
Earnings per share – diluted |
$ |
i 0.01 |
|
|
$ |
i 0.06 |
|
|
$ |
i 3.68 |
|
|
$ |
i 0.48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per unit |
|
|
|
|
|
|
|
|
|
|
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic net income attributable to the AIR Operating Partnership's common unitholders |
$ |
i 1,897 |
|
|
$ |
i 9,764 |
|
|
$ |
i 611,416 |
|
|
$ |
i 78,421 |
|
Effect of dilutive instruments |
|
— |
|
|
|
— |
|
|
|
i 4,935 |
|
|
|
— |
|
Basic and dilutive net income attributable to the AIR Operating Partnership's common unitholders |
$ |
i 1,897 |
|
|
$ |
i 9,764 |
|
|
$ |
i 616,351 |
|
|
$ |
i 78,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Denominator – units: |
|
|
|
|
|
|
|
|
|
|
|
||||
Basic weighted-average common units outstanding |
|
i 163,866 |
|
|
|
i 164,603 |
|
|
|
i 165,578 |
|
|
|
i 161,336 |
|
Dilutive common unit equivalents outstanding |
|
i 246 |
|
|
|
i 396 |
|
|
|
i 1,951 |
|
|
|
i 361 |
|
Dilutive weighted-average common units outstanding |
|
i 164,112 |
|
|
|
i 164,999 |
|
|
|
i 167,529 |
|
|
|
i 161,697 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings per unit – basic |
$ |
i 0.01 |
|
|
$ |
i 0.06 |
|
|
$ |
i 3.69 |
|
|
$ |
i 0.49 |
|
Earnings per unit – diluted |
$ |
i 0.01 |
|
|
$ |
i 0.06 |
|
|
$ |
i 3.68 |
|
|
$ |
i 0.48 |
|
For the three and nine months ended September 30, 2022 and 2021, dividends and distributions paid per share of Common Stock and per common unit were $ i 0.45 and $ i 1.35, respectively, and $ i 0.44 and $ i 1.30, respectively.
The number of common share equivalent securities excluded from the diluted earnings per share calculation were approximately i 1.9 million, i 1.6 million, and i 1.7 million for the three months ended September 30, 2022 and 2021, and the nine months ended September 30, 2021, respectively. These securities, which include preferred OP Units redeemable for Common Stock, were excluded from the diluted earnings per share calculations as they are anti-dilutive. These securities were dilutive for the nine months ended September 30, 2022 and were included in the calculation of diluted earnings per share.
/20
Note 8 — Fair Value Measurements
Recurring Fair Value Measurements
During 2022, we entered into floating to fixed interest rate swaps for $ i 830 million notional principal value of debt. These swaps have been designated as cash flow hedges of expected future variable interest payments. Changes in the fair value are recognized as unrealized gains (losses) on derivative instruments in other comprehensive income. Amounts reported in accumulated other comprehensive income will be reclassified into interest expense as interest payments are made on our variable-rate debt. We estimate that during the next twelve months, we will reclassify into earnings approximately $ i 13.3 million of the unrealized gains in accumulated other comprehensive income.
Additionally, in connection with our issuance of senior unsecured notes, we entered into a $ i 400 million treasury hedge, i locking the interest rate of the ten-year treasury at i 2.43% / . During the second quarter of 2022, we received $ i 15.9 million for the settlement of this hedge, which was designated as a cash flow hedge. The settlement value of the treasury hedge is included in unrealized gains (losses) on derivative instruments in other comprehensive income (loss) and will be reclassified into earnings as a decrease to interest expense over the term of the senior unsecured notes issued.
Prior to the December 15, 2020, separation (the “Separation”), Aimco paid an upfront premium of $ i 12.1 million for the option to enter into an interest rate swap at a future date. In connection with the Separation, all of the risks and rewards of ownership related to this swap were assigned to post-Separation Aimco, with an offsetting and equal asset and liability recognized for the amount of gain or loss.
We estimate the fair value using pricing models that rely on observable market information, including contractual terms, market prices, and interest rate yield curves. These investments are measured at fair value on a recurring basis and presented in other assets, net, and accrued liabilities and other in our condensed consolidated balance sheets.
The following table summarizes fair value for our interest rate option and swaps (in thousands):
|
|
As of September 30, 2022 |
|
|
As of December 31, 2021 |
|
||||||||||||||||||||||||||
|
|
Total Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total Fair Value |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||||||
Interest rate option |
|
$ |
i 53,989 |
|
|
$ |
— |
|
|
$ |
i 53,989 |
|
|
$ |
— |
|
|
$ |
i 21,699 |
|
|
$ |
— |
|
|
$ |
i 21,699 |
|
|
$ |
— |
|
Interest rate swap asset |
|
$ |
i 34,543 |
|
|
$ |
— |
|
|
$ |
i 34,543 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Financial Assets and Liabilities Not Measured at Fair Value
We believe that the carrying value of the consolidated amounts of cash and cash equivalents, restricted cash, accounts receivable and accounts payable approximated their estimated fair value as of September 30, 2022 and December 31, 2021, due to their relatively short-term nature and high probability of realization. The carrying value of our unsecured notes payable, revolving credit facility and term loans, which we classify as Level 2 in the GAAP fair value hierarchy, approximated their estimated fair value as of September 30, 2022 and December 31, 2021.
We classify the fair value of our non-recourse property debt within Level 2 of the GAAP fair value hierarchy. i The following table summarizes carrying value and fair value of our non-recourse property debt, excluding debt issuance costs (in thousands):
|
|
As of September 30, 2022 |
|
|
As of December 31, 2021 |
|
||||||||||
|
|
Carrying Value |
|
|
Fair Value |
|
|
Carrying Value |
|
|
Fair Value |
|
||||
Non-recourse property debt |
|
$ |
i 2,028,658 |
|
|
$ |
i 1,785,851 |
|
|
$ |
i 2,305,756 |
|
|
$ |
i 2,367,713 |
|
Note 9 — Variable Interest Entities
Consolidated Entities
AIR consolidates the AIR Operating Partnership, a VIE of which AIR is the primary beneficiary. AIR, through the AIR Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Substantially all of the assets and liabilities of AIR are that of the AIR Operating Partnership.
The AIR Operating Partnership consolidates (i) five VIEs that own interests in one or more apartment communities and are typically structured to generate a return for their partners through the operation and ultimate sale of the communities and (ii) one VIE related to a lessor entity that owns an interest in a property leased to a third party. The AIR Operating Partnership is the primary beneficiary in the limited partnerships in which it is the sole decision maker and has a substantial economic interest.
21
The table below summarizes apartment community information regarding VIEs consolidated by the AIR Operating Partnership:
|
|
|
|
|
||||
VIEs with interests in apartment communities |
|
|
i 5 |
|
|
|
i 5 |
|
Apartment communities owned by VIEs |
|
|
i 16 |
|
|
|
i 16 |
|
Apartment homes in communities owned by VIEs |
|
|
i 5,369 |
|
|
|
i 5,369 |
|
Assets of the AIR Operating Partnership’s consolidated VIEs must first be used to settle the liabilities of such consolidated VIEs. These consolidated VIEs’ creditors do not have recourse to the general credit of the AIR Operating Partnership. Assets and liabilities of VIEs, excluding those of the AIR Operating Partnership, are summarized in the table below (in thousands):
|
|
|
|
|
||||
ASSETS: |
|
|
|
|
|
|
||
Net real estate |
|
$ |
i 1,075,327 |
|
|
$ |
i 1,096,039 |
|
Cash and cash equivalents |
|
|
i 51,199 |
|
|
|
i 29,863 |
|
Restricted cash |
|
|
i 2,329 |
|
|
|
i 2,380 |
|
Other assets, net |
|
|
i 21,873 |
|
|
|
i 21,745 |
|
LIABILITIES: |
|
|
|
|
|
|
||
Non-recourse property debt |
|
$ |
i 1,215,933 |
|
|
$ |
i 1,227,345 |
|
Accrued liabilities and other |
|
|
i 40,814 |
|
|
|
i 34,659 |
|
Unconsolidated Entities
During 2021, we formed a joint venture with an affiliate of Blackstone by selling an i 80% interest in three multi-family properties with i 1,748 units located in Virginia. Our i 20% interest in the venture meets the definition of a VIE, however, we are not the primary beneficiary and do not consolidate these communities. As of September 30, 2022 and December 31, 2021, the carrying value of the investment of $ i 21.3 million and $ i 26.0 million, respectively, is included in other assets, net, in our condensed consolidated balance sheets. AIR’s exposure to the obligations of the VIE is limited to the carrying value of the limited partnership interests and i 20% of Blackstone's guarantor liabilities, which were $ i 79.0 million as of September 30, 2022.
We have an interest in a partnership that owns Parkmerced Apartments, which meets the definition of a VIE. However, we are not the primary beneficiary and do not consolidate this partnership. As of September 30, 2022, and December 31, 2021, the investment balance of $ i 362.8 million and $ i 337.8 million, respectively, is included in other assets, net, in our condensed consolidated balance sheets. Subsequent to the Separation, all risks and rewards of ownership are Aimco’s, however, as legal transfer has not occurred, there is an equal and offsetting liability included in accrued liabilities and other in our condensed consolidated balance sheets. Accordingly, there is no net effect on AIR’s stockholders’ equity or the AIR Operating Partnership's partners' capital.
/Note 10 — Business Segments
We have i two segments: Same Store and Other Real Estate. Our Same Store segment includes communities that are owned and managed by AIR and had reached a stabilized level of operations. Our Other Real Estate segment includes i five properties acquired in 2021, i four properties acquired in 2022, i four properties previously leased to Aimco, and three communities we expect to sell or lease to a third party, but do not yet meet the criteria to be classified as held for sale
Our chief operating decision maker (“CODM”) uses proportionate property net operating income (“NOI”) to assess the operating performance of our communities. Proportionate property NOI reflects our share of rental and other property revenues, excluding utility reimbursements, less direct property operating expenses, net of utility reimbursements. In our condensed consolidated statements of operations, utility reimbursements are included in rental and other property revenues in accordance with GAAP.
As of September 30, 2022, our Same Store segment included i 58 apartment communities with i 20,730 apartment homes and our Other Real Estate segment included i 16 apartment communities with i 4,556 apartment homes. As of September 30, 2022, we had i six apartment communities with i 1,314 homes that were classified as held for sale.
The following tables present the total revenues, property operating expenses, proportionate property net operating income (loss), and income (loss) before income tax (expense) benefit of our segments on a proportionate basis. i To reflect how the CODM evaluates the
22
business, prior period segment information has been recast to conform with our reportable segment composition as of September 30, 2022 (in thousands):
|
Same |
|
|
Other |
|
|
Proportionate |
|
|
Corporate and |
|
|
Consolidated |
|
|||||
Three months ended September 30, 2022: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
$ |
i 139,107 |
|
|
$ |
i 30,258 |
|
|
$ |
i 20,725 |
|
|
$ |
i 10,781 |
|
|
$ |
i 200,871 |
|
Property operating expenses |
|
i 35,632 |
|
|
|
i 10,606 |
|
|
|
i 10,562 |
|
|
|
i 14,450 |
|
|
|
i 71,250 |
|
Other operating expenses not allocated to segments (3) |
|
i — |
|
|
|
i — |
|
|
|
i — |
|
|
|
i 103,049 |
|
|
|
i 103,049 |
|
Total operating expenses |
|
i 35,632 |
|
|
|
i 10,606 |
|
|
|
i 10,562 |
|
|
|
i 117,499 |
|
|
|
i 174,299 |
|
Proportionate property net operating income (loss) |
|
i 103,475 |
|
|
|
i 19,652 |
|
|
|
i 10,163 |
|
|
|
( i 106,718 |
) |
|
|
i 26,572 |
|
Other items included in income before income tax expense (4) |
|
i — |
|
|
|
i — |
|
|
|
i — |
|
|
|
( i 23,130 |
) |
|
|
( i 23,130 |
) |
Income (loss) before income tax expense |
$ |
i 103,475 |
|
|
$ |
i 19,652 |
|
|
$ |
i 10,163 |
|
|
$ |
( i 129,848 |
) |
|
$ |
i 3,442 |
|
|
Same |
|
|
Other |
|
|
Proportionate |
|
|
Corporate and |
|
|
Consolidated |
|
|||||
Nine months ended September 30, 2022: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
$ |
i 402,756 |
|
|
$ |
i 62,371 |
|
|
$ |
i 60,153 |
|
|
$ |
i 40,569 |
|
|
$ |
i 565,849 |
|
Property operating expenses |
|
i 105,570 |
|
|
|
i 23,486 |
|
|
|
i 30,064 |
|
|
|
i 39,153 |
|
|
|
i 198,273 |
|
Other operating expenses not allocated to segments (3) |
|
i — |
|
|
|
i — |
|
|
|
i — |
|
|
|
i 279,126 |
|
|
|
i 279,126 |
|
Total operating expenses |
|
i 105,570 |
|
|
|
i 23,486 |
|
|
|
i 30,064 |
|
|
|
i 318,279 |
|
|
|
i 477,399 |
|
Proportionate property net operating income (loss) |
|
i 297,186 |
|
|
|
i 38,885 |
|
|
|
i 30,089 |
|
|
|
( i 277,710 |
) |
|
|
i 88,450 |
|
Other items included in income before income tax |
|
i — |
|
|
|
i — |
|
|
|
i — |
|
|
|
i 528,955 |
|
|
|
i 528,955 |
|
Income before income tax expense |
$ |
i 297,186 |
|
|
$ |
i 38,885 |
|
|
$ |
i 30,089 |
|
|
$ |
i 251,245 |
|
|
$ |
i 617,405 |
|
|
Same |
|
|
Other |
|
|
Proportionate |
|
|
Corporate and |
|
|
Consolidated |
|
|||||
Three months ended September 30, 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
$ |
i 134,102 |
|
|
$ |
i 5,558 |
|
|
$ |
i 20,608 |
|
|
$ |
i 31,509 |
|
|
$ |
i 191,777 |
|
Property operating expenses |
|
i 36,883 |
|
|
|
i 2,963 |
|
|
|
i 10,604 |
|
|
|
i 23,475 |
|
|
|
i 73,925 |
|
Other operating expenses not allocated to segments (3) |
|
i — |
|
|
|
i — |
|
|
|
i — |
|
|
|
i 90,812 |
|
|
|
i 90,812 |
|
Total operating expenses |
|
i 36,883 |
|
|
|
i 2,963 |
|
|
|
i 10,604 |
|
|
|
i 114,287 |
|
|
|
i 164,737 |
|
Proportionate property net operating income (loss) |
|
i 97,219 |
|
|
|
i 2,595 |
|
|
|
i 10,004 |
|
|
|
( i 82,778 |
) |
|
|
i 27,040 |
|
Other items included in income (loss) before income tax benefit (4) |
|
i — |
|
|
|
i — |
|
|
|
i — |
|
|
|
( i 16,644 |
) |
|
|
( i 16,644 |
) |
Income (loss) before income tax benefit |
$ |
i 97,219 |
|
|
$ |
i 2,595 |
|
|
$ |
i 10,004 |
|
|
$ |
( i 99,422 |
) |
|
$ |
i 10,396 |
|
|
Same |
|
|
Other |
|
|
Proportionate |
|
|
Corporate and |
|
|
Consolidated |
|
|||||
Nine months ended September 30, 2021: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total revenues |
$ |
i 386,998 |
|
|
$ |
i 8,562 |
|
|
$ |
i 58,904 |
|
|
$ |
i 92,059 |
|
|
$ |
i 546,523 |
|
Property operating expenses |
|
i 109,299 |
|
|
|
i 5,351 |
|
|
|
i 30,091 |
|
|
|
i 58,559 |
|
|
|
i 203,300 |
|
Other operating expenses not allocated to segments (3) |
|
i — |
|
|
|
i — |
|
|
|
i — |
|
|
|
i 256,909 |
|
|
|
i 256,909 |
|
Total operating expenses |
|
i 109,299 |
|
|
|
i 5,351 |
|
|
|
i 30,091 |
|
|
|
i 315,468 |
|
|
|
i 460,209 |
|
Proportionate property net operating income (loss) |
|
i 277,699 |
|
|
|
i 3,211 |
|
|
|
i 28,813 |
|
|
|
( i 223,409 |
) |
|
|
i 86,314 |
|
Other items included in income (loss) before income tax expense (4) |
|
i — |
|
|
|
i — |
|
|
|
i — |
|
|
|
( i 5,445 |
) |
|
|
( i 5,445 |
) |
Income (loss) before income tax expense |
$ |
i 277,699 |
|
|
$ |
i 3,211 |
|
|
$ |
i 28,813 |
|
|
$ |
( i 228,854 |
) |
|
$ |
i 80,869 |
|
23
The assets of our segments and the consolidated assets not allocated to our segments were as follows (in thousands):
|
|
|
|
|
||||
Same Store |
|
$ |
i 3,861,337 |
|
|
$ |
i 3,824,277 |
|
Other Real Estate |
|
|
i 2,077,214 |
|
|
|
i 787,534 |
|
Corporate and other assets (1) |
|
|
i 783,902 |
|
|
|
i 1,828,549 |
|
Total consolidated assets |
|
$ |
i 6,722,453 |
|
|
$ |
i 6,440,360 |
|
For the nine months ended September 30, 2022 and 2021, capital additions related to our segments were as follows (in thousands):
|
|
2022 |
|
|
2021 |
|
||
Same Store |
|
$ |
i 114,679 |
|
|
$ |
i 97,294 |
|
Other Real Estate |
|
|
i 30,459 |
|
|
|
i 13,588 |
|
Total capital additions |
|
$ |
i 145,138 |
|
|
$ |
i 110,882 |
|
24
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. This Quarterly Report on Form 10-Q contains information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding: the payment of dividends and distributions in the future; the impact of the COVID-19 pandemic, including our ability to maintain current or meet projected occupancy, rental rate and property operating results; expectations regarding consumer demand, growth in revenue and strength of other performance metrics and models; the effect of acquisitions and dispositions; expectations regarding acquisitions as well as sales and joint ventures and the use of proceeds thereof; the availability and cost of corporate debt; our ability to comply with debt covenants; and risks related to the provision of property management services to Aimco and our ability to collect property management related fees.
These forward-looking statements are based on management’s current expectations, estimates and assumptions and subject to risks and uncertainties, that could cause actual results to differ materially from such forward-looking statements, including, but not limited to: real estate and operating risks, including fluctuations in real estate values and the general economic climate in the markets in which we operate and competition for residents in such markets; national and local economic conditions, including inflation, the pace of job growth and the level of unemployment; the effects of the COVID-19 pandemic on AIR’s business and on the global and U.S. economies generally, and the ongoing, dynamic and uncertain nature and duration of the pandemic, all of which heightens the impact of the other risks and factors described herein; the amount, location and quality of competitive new housing supply, which may be impacted by global supply chain disruptions; the timing and effects of acquisitions and dispositions; changes in operating costs, including energy costs; negative economic conditions in our geographies of operation; loss of key personnel; AIR’s ability to maintain current or meet projected occupancy, rental rate and property operating results; expectations regarding sales of apartment communities and the use of proceeds thereof; insurance risks, including the cost of insurance, and natural disasters and severe weather such as hurricanes; financing risks, including interest rate changes and the availability and cost of financing; the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; the risk that earnings may not be sufficient to maintain compliance with debt covenants, including financial coverage ratios; legal and regulatory risks, including costs associated with prosecuting or defending claims and any adverse outcomes; the terms of laws and governmental regulations that affect us and interpretations of those laws and regulations; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of apartment communities presently or previously owned by AIR. Other risks and uncertainties are described in this Quarterly Report on Form 10-Q, as well as “Risk Factors” in Item 1A of AIR’s and AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021, and subsequent filings with the SEC.
In addition, our current and continuing qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code of 1986, as amended (the “Code”) and depends on our ability to meet the various requirements imposed by the Code, through actual operating results, distribution levels and diversity of stock ownership.
Certain financial and operating measures found herein and used by management are not defined under GAAP. These measures are defined and reconciled to the most comparable GAAP measures under the Non-GAAP Measures heading and include: NAREIT Funds from Operations, Pro forma Funds from Operations, and the measures used to compute our leverage ratios.
25
Executive Overview
We created AIR to be the most efficient and effective way to invest in U.S. multi-family real estate, due to our simplified business model, diversified portfolio of stabilized apartment communities, and low leverage. The Board of Directors has set the following strategic objectives:
We own and operate a portfolio of stabilized apartment communities, diversified by both geography and price point. As of September 30, 2022, our portfolio included 80 apartment communities with 26,600 apartment homes in which we held an average ownership of approximately 88%.
Our business is organized around four areas of strategic focus: operational excellence; portfolio management; balance sheet; and team and culture. The results from the execution of our business plan are further described in the sections that follow.
Operational Excellence
Same Store highlights for the third quarter of 2022 include:
Same Store Markets
Consumer demand remained strong through the quarter, with signed new lease rates up 17.0% from the prior leases and renewals up 11.8%, resulting in a weighted-average increase of 14.5%. We saw a sequential decline in ADO of 90 basis points to 95.9%, reflecting the frictional vacancy consistent with the higher move out volume that is typical during the summer leasing season. Year-to-date ADO of 96.9% was 120 bps higher than in the prior year. We anticipate continued occupancy gains throughout the fourth quarter.
Acquisition Portfolio
The acquisition portfolio is currently comprised of five properties acquired in 2021, four acquired in 2022, and represents 14% of AIR GAV. At those properties acquired in 2021, leasing continues to exceed expectations. Signed new lease rates were up 25.1% in the third quarter, with renewals up 23.2%, resulting in a weighted-average increase of 24.1%. Fourth quarter revenue growth for the 2021 acquisitions, the first reporting period with a year-over-year comparison, is anticipated to be 50% above the Same Store portfolio. At properties we acquired in 2022, performance is consistent with our expectations, and rental rate achievement is ahead of our initial projections. We will provide year-over-year comparable data as it becomes available.
Portfolio Management
Our portfolio of apartment communities is diversified across primarily “A” and “B” price points, averaging “B/B+” in quality, and also across eight core markets in the United States. In the past two years, AIR has recycled approximately $5.4 billion, or 40%, of its gross asset value as part of and since the Separation, property sales, and joint ventures, all during a period of attractive pricing for
26
multi-family properties, using the proceeds to simplify its business, reduce leverage, and improve the quality and expected profitability of its real estate portfolio.
We have improved AIR's portfolio through reducing our allocation to New York City and Chicago markets with regulatory risk, and reallocating capital into higher growth submarkets, such as Miami-Dade and Broward counties, now 19% of AIR GAV, in markets with limited REIT competition.
|
|
Aimco |
|
AIR |
|
|
|
|
Q4 2019 or 2019A |
|
Q3 2022 |
|
Change |
Residents |
|
|
|
|
|
|
Average Household Income |
|
$165,000 |
|
$251,000 |
|
52% |
Median Household Income |
|
$116,000 |
|
$170,000 |
|
47% |
CSAT Score (out of 5) |
|
4.30 |
|
4.33 (2021) |
|
0.03 |
Kingsley Index (1) |
|
4.09 |
|
4.05 |
|
(0.04) |
Portfolio |
|
|
|
|
|
|
Properties |
|
124 |
|
80 |
|
(35%) |
Apartment Homes |
|
32,598 |
|
23,499 |
|
(28%) |
Average Revenue per Apartment Home |
|
$2,272 |
|
$2,711 |
|
19% |
Redevelopment and Development ($M) |
|
$230 |
|
$– |
|
($230) |
Mezzanine Investments ($M) |
|
$280 |
|
$– |
|
($280) |
Low G&A |
|
|
|
|
|
|
Net G&A as % of GAV |
|
36 bps (per GSA) |
|
<15 bps (at AIR Target) |
|
-21 bps |
Balance Sheet |
|
|
|
|
|
|
Net Leverage / EBITDAre |
|
7.6x |
|
5.9x |
|
(1.7x) |
Refunding: Next 3-Years (% Total Debt) |
|
23% |
|
10% |
|
(13%) |
Repricing: Next 3-Years (% Total Debt) |
|
23% |
|
10% |
|
(13%) |
Unencumbered Properties ($B) |
|
$2.4 |
|
$8.3 |
|
$5.9 |
We measure the quality of apartment communities in our portfolio based on average rents of our apartment homes compared to local market average rents as reported by a third-party provider of commercial real estate performance data and analysis. Under this rating system, we classify as “A” quality apartment communities those earning rents greater than 125% of local market average; and as “B” quality apartment communities those earning rents between 90% and 125% of local market average. We classify as “B/B+” quality a portfolio that on average earns rents between 100% and 125% of local market average rents. Although some companies and analysts within the multi-family real estate industry use apartment community quality ratings of “A” and “B,” some of which are tied to local market rent averages, the metrics used to classify apartment community quality as well as the period for which local market rents are calculated may vary from company to company. Accordingly, our rating system for measuring apartment community quality is neither broadly nor consistently used in the multi-family real estate industry.
We expect to improve the quality of our portfolio by allocating investment capital to enhance rent growth and increase long-term capital values through routine investments in property upgrades (such as upgrading kitchens, bathrooms, and other interior design aspects) and through portfolio design, emphasizing land value as well as location and submarket. We plan to maintain a dynamic capital allocation and market selection process, expecting over time to reallocate our investment to locations with lower public tax burdens, including the southeastern United States and the Mountain West. We target geographic diversification in our portfolio to reduce the volatility of our rental revenue by avoiding undue concentration in any particular market.
AIR uses “paired trades” to fund acquisitions, basing our cost of capital on the anticipated unlevered internal rates of return (“IRR”) of the communities or joint venture interests sold. We require a "spread" or accretion of an unlevered IRR at least 200 basis points higher on the communities purchased. This excess return is driven in part by what we call the AIR Edge, the cumulative result of our focus on resident selection, satisfaction, and retention, as well as relentless innovation in delivering best-in-class property management. We seek to sell communities with lower expected free cash flow (“FCF”) internal rates of return and reinvest the proceeds from such sales in accretive uses such as capital enhancements, share repurchases, and selective acquisitions of stabilized communities with projected FCF internal rates of return higher than expected from the communities being sold. When the cost of capital is favorable, we will look to grow through the acquisition of stabilized apartment communities that we believe we can operate better than their previous owners. Through this disciplined approach to capital allocation, we expect to increase the quality and expected growth rate of our portfolio.
In the past two years, we have acquired $1.4 billion, or 14% of GAV, of properties new to the AIR operating platform. New purchases will increase to 17% of GAV with the anticipated acquisition in early next year of Southgate Towers in Miami Beach. (Please see below for further information regarding this acquisition.)
27
We estimate real estate values declined by approximately 10% during 2022, the result of approximately 85 basis points of NOI cap rate expansion, about half offset by strong NOI growth. As a paired trade investor, AIR is agnostic as to market changes insofar as it buys and sells properties in the same market conditions, and is focused on gaining an accretive “spread”. As market conditions change, AIR adjusts its target returns and spreads to reflect its new cost of capital. Our “paired trade” approach is intended to ensure that new acquisitions are accretive to earnings in the near-term, and will generate attractive spreads to IRRs in the long-term.
Transactions
Acquisitions
As previously announced, we acquired The District at Flagler Village in Fort Lauderdale, FL for $173 million in the third quarter. The property has 350 apartment homes and was newly constructed in 2021. It sits in the affluent and growing Flagler Village neighborhood with access to the Brightline train station. Year-to-date, we have acquired $640 million of properties new to the AIR platform.
Additionally, and as previously announced, we canceled existing master leases at four properties owned by AIR and previously leased to Aimco for purpose of their development. As part of the cancellation, AIR paid $200 million to Aimco for the added improvements. The four properties include 865 apartment homes with average revenue per apartment home of $3,669 and are located in the South Beach neighborhood of Miami Beach, FL, Kendall Square in Cambridge, MA, the Anschutz Medical Campus in Aurora, CO, and Redwood City, CA.
In aggregate, we expect a NOI yield in 2023 of mid 4%s and a long-term unlevered IRR of approximately 9%.
During the quarter, we also went under contract with a non-refundable deposit to acquire Southgate Towers, located in the South Beach neighborhood of Miami Beach with 495 apartment homes for $298 million. The acquisition is expected to close in early January 2023. We expect unlevered IRRs greater than 10% and at a spread of more than 200 basis points to the properties sold to fund its acquisition.
Dispositions
We had no dispositions in the third quarter. We anticipate selling six properties located in the New England area in November for a gross sales price of approximately $500 million, representing a trailing twelve-month NOI cap rate of 4.4%. These have been classified as held for sale as of September 30, 2022.
Capital Allocation – Share Repurchases
During the three months ended September 30, 2022, AIR repurchased 1.2 million shares for $47 million, at an average price of $39.07 per share. Subsequent to quarter end and through November 2, 2022 we have purchased an additional 3.1 million shares for $115 million. In aggregate, we have repurchased 7.2 million shares during 2022 at an average price of $39.96. We are authorized by the AIR Board of Directors to repurchase an additional $213 million of shares. We consider share buybacks as part of a balanced investment program.
Balance Sheet
We seek to increase financial returns by using leverage with appropriate caution. We limit risk through our balance sheet structure, employing low leverage and primarily long-dated debt. We target a Net Leverage to EBITDAre ratio between 5.0x and 6.0x and anticipate the actual ratio will vary based on the timing of transactions. We maintain financial flexibility through ample unused and available credit, holding properties with substantial value unencumbered by property debt, maintaining an investment grade rating, and using partners’ capital when it enhances financial returns or reduces investment risk. We seek to minimize refunding and repricing risk.
Components of Leverage
Our leverage includes our share of long-term, non-recourse property debt encumbering our apartment communities, together with outstanding borrowings under our revolving credit facility, our term loans, unsecured notes payable, and preferred equity.
As of September 30, 2022, about $170 million of AIR’s debt matures before 2025 and it is expected to be refunded before year end with $55 million at 4.9%, $14 million repaid and the remainder at a fixed rate to be determined. Once completed, AIR will have no debt maturing before the second quarter of 2025.
28
AIR anticipates using the net proceeds from the November property sales discussed above to reduce borrowings on its revolving credit facility.
Pro forma the completion of these refinancing activities, and exclusive of any remaining borrowings under its revolving credit facility, AIR’s floating rate debt exposure is anticipated to be $79 million. This debt is subject to an interest rate cap at an effective rate of 5.35%.
Please see the Liquidity and Capital Resources section for additional information regarding our leverage and the Leverage Ratios subsection of the Non-GAAP Measures section for further information about the calculation of our leverage ratios.
Liquidity
We use our revolving credit facility for working capital, other short-term purposes, and to secure letters of credit. As of September 30, 2022, our share of cash and restricted cash, excluding amounts related to tenant security deposits, was $99.6 million and we had the capacity to borrow up to $509.9 million under our revolving credit facility, bringing total liquidity to $609.5 million. Liquidity is expected to increase by approximately $460 million with the closing of the November property sales.
We manage our financial flexibility by maintaining an investment grade rating from S&P and holding communities that are unencumbered by property debt. As of September 30, 2022, we held unencumbered apartment communities with an estimated fair market value of approximately $8.3 billion, almost triple the amount from December 31, 2020.
As previously announced, AIR is seeking an investment-grade Issuer Credit Rating from Moody’s and we anticipate receiving our rating during the fourth quarter.
Dividend and Equity Capital Markets
On November 1, 2022, our Board of Directors declared a quarterly cash dividend of $0.45 per share of Common Stock. This amount is payable on November 30, 2022, to stockholders of record on November 18, 2022. On an annualized basis, the dividend represents $1.80 per share, reflecting a dividend yield of approximately 4.7% based on AIR's closing share price on Tuesday, November 1, 2022. In setting AIR's 2022 dividend, our Board of Directors targeted a dividend level of approximately 75% of full year FFO per share.
The after-tax dividend will benefit from AIR's refreshed tax basis. Two-thirds of the 2021 dividend was a tax-free return of capital while the remaining one-third was taxable at capital gain rates. In the same year, approximately 60% of peer dividends were taxed at ordinary income rates, with the remaining 40% taxed at capital gain rates.
In 2022, we currently project a majority of our dividend will be taxable at capital gain rates, with the remainder taxable at ordinary income rates. We believe the tax characteristics of our dividend makes our stock more attractive to taxable investors, such as foreign investors, taxable individuals, and corporations by comparison to peer shares whose dividends are taxed at higher rates. For example, if AIR's 2022 dividend is characterized as 50% capital gains and 50% as ordinary income and peer 2022 dividends are characterized consistently with 2021, AIR's estimated after tax dividend would be approximately 35% higher than peer average.
Team and Culture
Our team and culture are keys to our success. Our intentional focus on a collaborative and productive culture based on respect for others and personal responsibility is reinforced by a preference for promotion from within. We focus on succession planning and talent development to produce a strong, stable team that is the enduring foundation of our success. We offer benefits reinforcing our value of caring for each other, including an opportunity to manage one’s life through flexible work schedules and “dress for your day,” paid time for parental leave, profit sharing, retirement plans for all, financial support for our teammates who are becoming United States citizens, and a bonus structure at all levels of the organization. Consistent with the duration of our other leave policies, we also pay full compensation and benefits for teammates who are actively deployed by the United States military.
A critical element of our culture is a relentless focus on efficiency. We continuously seek to reduce costs through the use of additional automation and continued technological investment. We expect this focus will enable our general and administrative expenses to be lower, as a percentage of gross asset value, than our peers.
Corporate responsibility is a longstanding AIR priority and a key part of our culture. We are committed to transparency, and continuous improvement, as measured by GRESB. Based on UN Sustainable Development Goals, we have set targets for energy, water, and greenhouse gas reductions. We contracted for expert review of the environmental impacts of our properties, and we are considering various ways to improve portfolio resilience.
29
During the quarter, AIR engaged with holders of approximately 70% of outstanding common shares, which included the participation of multiple Board members alongside senior management, in a series of lunches, dinners, video meetings, and calls. Numerous topics were discussed such as governance, investment strategy, operations, and corporate responsibility, including CEO succession planning and matters related to Environmental, Social, and Governance ("ESG"). Board members have also participated in several industry conferences and private meetings throughout the year. AIR's Board is highly proactive and welcomes investor feedback to ensure stockholder perspectives are well heard in Board deliberations.
AIR launched new corporate responsibility webpages during the quarter to highlight our commitments to ESG, and published corporate responsibility goals consistent with the United Nations Sustainable Development Goals. AIR also launched an inaugural materiality assessment and surveyed investors, its Board of Directors, teammates, vendors, and community partners to identify which topics they consider most material to the Company. Subsequent to quarter end, AIR published its 2021-2022 Corporate Responsibility Report, which demonstrates AIR's commitment to being an outstanding corporate citizen, and reinforces its dedication to ESG goal setting and reporting on progress through transparent, data-driven disclosures consistent with the Sustainability Accounting and Standards Board (“SASB”).
AIR has made progress on its goals to reduce the Company's environmental impact by 2025, which include a 15% energy use reduction, 10% water usage reduction, and 15% greenhouse gas reduction, all by 2025. This is in addition to more than a decade of investment in clean energy, energy efficiency and water conservation, including $7.9 million invested in energy conservation between 2019 and 2021.
AIR recently received its first public GRESB score of 78, which included an “A” grade for both ESG public disclosure and alignment with the Task Force for Climate-Related Financial Disclosures (“TCFD”). AIR received a “Green Star” from GRESB for overall Management and Performance in 2021, a perfect social responsibility score, and a near-perfect corporate governance score.
In partnership with the National Leased Housing Association, we continue our longstanding commitment to offer AIR Gives Opportunity Scholarships to students living in affordable housing. During 2022, we awarded 14 scholarships to students living in affordable housing.
AIR has been recognized nationally as a “National Top Workplace Winner.” In addition to that national recognition, AIR has previously been recognized as a top workplace in Colorado, the Washington, D.C. area, and the San Francisco Bay area. Specifically in 2021, out of hundreds of participating companies, AIR was one of only six recognized by the Denver Post as a “Top Workplace” in Colorado for each of the past nine years. Also in 2021, AIR was recognized by the Washington Post as a “Top Workplace” in the Washington, D.C. area. AIR was recognized by the Denver Business Journal as one of the Denver Area's Healthiest Employers in 2022 for the third consecutive year.
Results of Operations
Because our operating results depend primarily on income from our apartment communities, the supply of and demand for apartments influences our operating results. Additionally, the level of expenses required to operate and maintain our apartment communities and the pace and price at which we acquire and dispose of our apartment communities affects our operating results.
The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with the accompanying condensed consolidated financial statements included in Item 1.
Financial Highlights
Net income attributable to common stockholders per common share, on a dilutive basis, decreased $0.05 for the three months ended September 30, 2022, compared to 2021, due primarily to higher depreciation and amortization expense due to properties acquired and lower gain on dispositions of real estate, offset partially by increased contribution from property operations. Net income attributable to common stockholders per common share, on a dilutive basis, increased $3.20 for the nine months ended September 30, 2022, compared to 2021, respectively, due primarily to gains on dispositions of real estate and lower prepayment penalties, offset partially by higher depreciation and amortization expense due to property acquisitions.
Pro forma FFO per share was $0.58 and $1.81 for the three and nine months ended September 30, 2022, respectively, compared to $0.56 and $1.58, respectively, for 2021, due primarily to increased contribution in property operations and a decrease in interest expense.
30
Results of Operations for the Three and Nine Months Ended September 30, 2022, Compared to 2021
Property Operations
We have two segments: Same Store and Other Real Estate. Our Same Store segment includes communities that are owned and managed by AIR and had reached a stabilized level of operations. Our Other Real Estate segment includes five properties acquired in 2021, four properties acquired in 2022, four properties previously leased to Aimco, and three communities we expect to sell or lease to a third party, but do not yet meet the criteria to be classified as held for sale
As of September 30, 2022, our Same Store segment included 58 apartment communities with 20,730 apartment homes and our Other Real Estate segment included 16 apartment communities with 4,556 apartment homes. As of September 30, 2022, we had six apartment communities with 1,314 homes that were classified as held for sale.
Proportionate Property Net Operating Income
Our proportionate share of financial information includes our share of unconsolidated real estate partnerships and excludes the noncontrolling interest partners’ share of consolidated real estate partnerships. We believe proportionate information benefits the users of our financial information by providing the amount of revenues, expenses, assets, liabilities, and other items attributable to our stockholders.
We use proportionate property NOI to assess the operating performance of our communities. Proportionate property NOI reflects our share of rental and other property revenues, excluding utility reimbursements, less direct property operating expenses, net of utility reimbursements. In our condensed consolidated statements of operations, utility reimbursements are included in rental and other property revenues in accordance with GAAP.
We do not include offsite costs associated with property management, casualty gains or losses, or the results of apartment communities sold or held for sale in our assessment of segment performance. Accordingly, these items are not allocated to our segment results discussed below.
Please see Note 10 to the condensed consolidated financial statements in Item 1 for further discussion regarding our segments, including a reconciliation of these proportionate amounts to consolidated rental and other property revenues and property operating expenses.
|
Three Months Ended September 30, |
|
|
Historical Change |
|
|
Change Attributable to Changes in Ownership |
|
|
Change Excluding Changes in Ownership |
|
||||||||||||||||||||
(in thousands, except percentages) |
2022 |
|
|
2021 |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
||||||||
Rental and other property revenues, before utility reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Store |
$ |
139,107 |
|
|
$ |
134,102 |
|
|
$ |
5,005 |
|
|
|
3.7 |
% |
|
$ |
(7,157 |
) |
|
|
(5.9 |
%) |
|
$ |
12,162 |
|
|
|
9.6 |
% |
Other Real Estate |
|
30,258 |
|
|
|
5,558 |
|
|
|
24,700 |
|
|
nm |
|
|
|
— |
|
|
|
— |
% |
|
|
24,700 |
|
|
nm |
|
||
Total |
|
169,365 |
|
|
|
139,660 |
|
|
|
29,705 |
|
|
|
21.3 |
% |
|
|
(7,157 |
) |
|
|
(5.9 |
%) |
|
|
36,862 |
|
|
|
27.2 |
% |
Property operating expenses, net of utility reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Store |
|
35,632 |
|
|
|
36,883 |
|
|
|
(1,251 |
) |
|
|
(3.4 |
%) |
|
|
(1,286 |
) |
|
|
(3.5 |
%) |
|
|
35 |
|
|
|
0.1 |
% |
Other Real Estate |
|
10,606 |
|
|
|
2,963 |
|
|
|
7,643 |
|
|
nm |
|
|
|
— |
|
|
|
— |
% |
|
|
7,643 |
|
|
nm |
|
||
Total |
|
46,238 |
|
|
|
39,846 |
|
|
|
6,392 |
|
|
|
16.0 |
% |
|
|
(1,286 |
) |
|
|
(3.5 |
%) |
|
|
7,678 |
|
|
|
19.5 |
% |
Proportionate property net operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Store |
|
103,475 |
|
|
|
97,219 |
|
|
|
6,256 |
|
|
|
6.4 |
% |
|
|
(5,871 |
) |
|
|
(6.9 |
%) |
|
|
12,127 |
|
|
|
13.3 |
% |
Other Real Estate |
|
19,652 |
|
|
|
2,595 |
|
|
|
17,057 |
|
|
nm |
|
|
|
— |
|
|
|
— |
% |
|
|
17,057 |
|
|
nm |
|
||
Total |
$ |
123,127 |
|
|
$ |
99,814 |
|
|
$ |
23,313 |
|
|
|
23.4 |
% |
|
$ |
(5,871 |
) |
|
|
(6.9 |
%) |
|
$ |
29,184 |
|
|
|
30.3 |
% |
For the three months ended September 30, 2022, compared to 2021, excluding changes attributable to changes in ownership, our Same Store proportionate property NOI increased by $12.1 million, or 13.3%. This increase was attributable primarily to a $12.2 million, or 9.6%, increase in rental and other property revenues due to a 10.4% increase in residential rental rates and a 30 basis point decrease in net bad debt.
Other Real Estate proportionate property NOI for the three months ended September 30, 2022, compared to 2021, increased by $17.1 million, due primarily to contribution from four properties acquired in 2021, four properties acquired in 2022, and NOI contribution from the four properties acquired on September 1, 2022 when their respective master leases were canceled.
31
|
Nine Months Ended September 30, |
|
|
Historical Change |
|
|
Change Attributable to Changes in Ownership |
|
|
Change Excluding Changes in Ownership |
|
||||||||||||||||||||
(in thousands, except percentages) |
2022 |
|
|
2021 |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
|
$ |
|
|
% |
|
||||||||
Rental and other property revenues, before utility reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Store |
$ |
402,756 |
|
|
$ |
386,998 |
|
|
$ |
15,758 |
|
|
|
4.1 |
% |
|
$ |
(21,473 |
) |
|
|
(6.1 |
%) |
|
$ |
37,231 |
|
|
|
10.2 |
% |
Other Real Estate |
|
62,371 |
|
|
|
8,562 |
|
|
|
53,809 |
|
|
nm |
|
|
|
— |
|
|
|
— |
% |
|
|
53,809 |
|
|
nm |
|
||
Total |
|
465,127 |
|
|
|
395,560 |
|
|
|
69,567 |
|
|
|
17.6 |
% |
|
|
(21,473 |
) |
|
|
(6.1 |
%) |
|
|
91,040 |
|
|
|
23.7 |
% |
Property operating expenses, net of utility reimbursements: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Store |
|
105,570 |
|
|
|
109,299 |
|
|
|
(3,729 |
) |
|
|
(3.4 |
%) |
|
|
(4,341 |
) |
|
|
(4.0 |
%) |
|
|
612 |
|
|
|
0.6 |
% |
Other Real Estate |
|
23,486 |
|
|
|
5,351 |
|
|
|
18,135 |
|
|
nm |
|
|
|
— |
|
|
|
— |
% |
|
|
18,135 |
|
|
nm |
|
||
Total |
|
129,056 |
|
|
|
114,650 |
|
|
|
14,406 |
|
|
|
12.6 |
% |
|
|
(4,341 |
) |
|
|
(4.0 |
%) |
|
|
18,747 |
|
|
|
16.6 |
% |
Proportionate property net operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Same Store |
|
297,186 |
|
|
|
277,699 |
|
|
|
19,487 |
|
|
|
7.0 |
% |
|
|
(17,132 |
) |
|
|
(7.1 |
%) |
|
|
36,619 |
|
|
|
14.1 |
% |
Other Real Estate |
|
38,885 |
|
|
|
3,211 |
|
|
|
35,674 |
|
|
nm |
|
|
|
— |
|
|
|
— |
% |
|
|
35,674 |
|
|
nm |
|
||
Total |
$ |
336,071 |
|
|
$ |
280,910 |
|
|
$ |
55,161 |
|
|
|
19.6 |
% |
|
$ |
(17,132 |
) |
|
|
(7.1 |
%) |
|
$ |
72,293 |
|
|
|
26.7 |
% |
For the nine months ended September 30, 2022, compared to 2021, excluding changes attributable to changes in ownership, our Same Store proportionate property NOI increased by $36.6 million, or 14.1%. This increase was attributable primarily to a $37.2 million, or 10.2%, increase in rental and other property revenues due to a 7.6% increase in residential rental rates, a 120 basis point increase in ADO to 96.9%, and a 100 basis point decrease in net bad debt.
Other Real Estate proportionate property NOI for the nine months ended September 30, 2022, compared to 2021, increased by $35.7 million, due primarily to contribution from four properties acquired in 2021, four properties acquired in 2022, and NOI contribution from the four properties acquired on September 1, 2022 when their respective master leases were canceled.
Non-Segment Real Estate Operations
Operating income amounts not attributed to our segments include offsite costs associated with property management, casualty losses, and the results of apartment communities sold or held for sale, which we do not allocate to our segments for purposes of evaluating segment performance.
For the three months ended September 30, 2022, compared to 2021, non-segment real estate operations decreased by $11.7 million, due primarily to $15.1 million of lower NOI attributable to sold properties, offset partially by a $1.9 million decrease in casualty losses and a $1.5 million increase in property management revenues.
For the nine months ended September 30, 2022, compared to 2021, non-segment real estate operations decreased by $32.1 million, due primarily to $37.1 million of lower NOI attributable to sold properties, offset partially by a $3.4 million increase in property management revenues and $1.6 million decrease in casualty losses.
Depreciation and Amortization
For the three and nine months ended September 30, 2022, compared to 2021, depreciation and amortization expense increased $9.3 million, or 11.5%, and $21.5 million, or 9.2%, respectively, due primarily to properties acquired subsequent to September 30, 2021, offset partially by the reduction in depreciation associated with properties sold.
General and Administrative Expenses
For the three months ended September 30, 2022, compared to 2021, general and administrative (“G&A”) expenses increased $1.8 million, or 30.4%, due primarily to the timing of incentive compensation accruals.
For the nine months ended September 30, 2022, compared to 2021, G&A expenses increased by $4.1 million, or 26.3%, due primarily to higher personnel costs and timing of incentive compensation accruals.
Other Expenses, Net
Other expenses, net, includes costs associated with our risk management activities, partnership administration expenses, and certain non-recurring items.
For the three months ended September 30, 2022, compared to 2021, other expenses, net, increased $1.1 million, or 29.5%, due primarily to the ground lease expense at a property acquired in 2022, offset partially by the favorable settlement of litigation.
32
For the nine months ended September 30, 2022, compared to 2021, other expenses, net decreased by $3.3 million, or 36.1%, due primarily to a gain on the sale of a cost basis investment, offset partially by the ground lease expense at a property acquired in 2022 and higher legal expenses.
Interest Income
For the three months ended September 30, 2022, compared to 2021, interest income decreased by $3.8 million, or 28.4%, due primarily to lower interest income associated with our note receivable from Aimco, which was repaid during the third quarter of 2022, and lower interest income associated with properties leased to Aimco through September 1, 2022, when the leases were canceled. The decrease was offset partially by the receipt of a $4.5 million prepayment penalty associated with the final $147 million repayment of the note receivable from Aimco.
For the nine months ended September 30, 2022, compared to 2021, interest income was relatively flat.
Interest Expense
For the three months ended September 30, 2022, compared to 2021, interest expense was relatively flat.
For the nine months ended September 30, 2022, compared to 2021, interest expense decreased by $19.4 million, or 19.4%, due primarily to lower average property debt balances, offset partially by higher rates on our term loans and revolving credit facility, and interest expense associated with our senior unsecured notes and interest rate swaps entered into in 2022.
Loss on Extinguishment of Debt
For the three and nine months ended September 30, 2022, compared to 2021, loss on extinguishment of debt decreased by $6.7 million and $21.2 million, respectively, due to prepayment penalties incurred in 2021 associated with the deleveraging of AIR’s balance sheet and the write-off of deferred financing costs associated with our previous revolving credit facility in 2021.
Gain on Dispositions of Real Estate and Derecognition of Leased Properties
There were no apartment communities sold during the three months ended September 30, 2022. During the nine months ended September 30, 2022, we recognized $587.6 million of gain on dispositions of real estate.
Apartment communities sold are summarized below (dollars in millions):
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
Number of apartment communities sold |
|
— |
|
|
1 |
|
|
|
12 |
|
|
|
1 |
|
|
Gross proceeds |
$ |
— |
|
|
$ |
40.0 |
|
|
$ |
781.1 |
|
|
$ |
40.0 |
|
Net proceeds (1) |
$ |
— |
|
|
$ |
39.9 |
|
|
$ |
646.8 |
|
|
$ |
39.9 |
|
During the nine months ended September 30, 2021, we recognized $7.1 million of gain associated with the sale of one apartment community and $87.4 million of gain associated with the derecognition of the net book value of the properties leased to Aimco for redevelopment and development. The associated leases were canceled during the third quarter of 2022, as the developments were complete.
Income Tax (Expense) Benefit
Certain of our operations, including property management, are conducted through taxable REIT subsidiaries (“TRS entities”).
Our income tax (expense) benefit calculated in accordance with GAAP includes income taxes associated with the income or loss of our TRS entities for which the tax consequences have been realized or will be realized in future periods. Income taxes related to these items, as well as changes in valuation allowance, are included in income tax (expense) benefit in our condensed consolidated statements of operations.
For the three and nine months ended September 30, 2022, compared to 2021, income tax (expense) benefit was relatively flat.
33
Critical Accounting Estimates
We prepare our condensed consolidated financial statements in accordance with GAAP, which requires us to make estimates and assumptions. We believe that the critical accounting policies that involve our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements relate to capitalized costs and the impairment of our long-lived assets.
Our critical accounting estimates are described in more detail in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of AIR’s and the AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021. There have been no other significant changes in our critical accounting estimates from those reported in our Form 10-K and we believe that the related judgments and assessments have been consistently applied and produce financial information that fairly depicts the financial condition, results of operations, and cash flows for all periods presented.
Non-GAAP Measures
Certain key financial indicators we use in managing our business and in evaluating our financial condition and operating performance are non-GAAP measures. Key non-GAAP measures we use are defined and described below, and for those non-GAAP measures used or disclosed within this quarterly report, we provide reconciliations of the non-GAAP measures to the most comparable financial measure computed in accordance with GAAP.
NAREIT Funds From Operations and Pro forma Funds From Operations
Many of our investors focus on multiples of Funds From Operations (“FFO”) as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), referred to herein as “NAREIT FFO.” These investors also focus on NAREIT FFO, as adjusted for non-cash, unusual, or non-recurring items. We refer to this metric as Pro forma Funds From Operations (“Pro forma FFO”) and use it as a secondary measure of operational performance.
NAREIT FFO is a non-GAAP measure that we believe, when considered with the financial statements determined in accordance with GAAP, is helpful to investors in understanding our performance because it captures features particular to real estate performance by recognizing that real estate assets generally appreciate over time or maintain residual value to a much greater extent than do other depreciable assets such as machinery, computers, or other personal property. NAREIT defines FFO as net income computed in accordance with GAAP, excluding: (i) depreciation and amortization related to real estate; (ii) gains and losses from sales and impairment of depreciable assets and land used in our primary business; and (iii) income taxes directly associated with a gain or loss on the sale of real estate, and including (iv) our share of the FFO of unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated on the same basis to determine NAREIT FFO. We calculate NAREIT FFO attributable to AIR common stockholders (diluted) by subtracting dividends on preferred stock and preferred units and amounts allocated from NAREIT FFO to participating securities.
In addition to NAREIT FFO, we use Pro forma FFO to measure short-term performance. Pro forma FFO represents NAREIT FFO as defined above, excluding certain amounts that are unique or occur infrequently.
NAREIT FFO and Pro forma FFO should not be considered alternatives to net income determined in accordance with GAAP, as indications of our performance. Although we use these non-GAAP measures for comparability in assessing our performance compared to other REITs, not all REITs compute these same measures and those who do may not compute them in the same manner. Accordingly, there can be no assurance that our basis for computing these non-GAAP measures is comparable with that of other REITs.
34
NAREIT FFO and Pro forma FFO are calculated as follows (in thousands, except per share data):
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|||||
Net income attributable to AIR common stockholders |
|
$ |
1,760 |
|
|
$ |
9,289 |
|
|
$ |
574,363 |
|
|
$ |
74,455 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate depreciation and amortization, net of noncontrolling partners’ interest |
|
|
85,057 |
|
|
|
74,864 |
|
|
|
240,436 |
|
|
|
213,947 |
|
Gain on dispositions of real estate and derecognition of leased properties, net of noncontrolling partners' interest |
|
|
— |
|
|
|
(7,127 |
) |
|
|
(587,453 |
) |
|
|
(94,512 |
) |
Income tax adjustments related to gain on dispositions and other tax-related items |
|
|
(348 |
) |
|
|
(122 |
) |
|
|
(1,448 |
) |
|
|
150 |
|
Common noncontrolling interests in AIR OP’s share of above adjustments |
|
|
(5,198 |
) |
|
|
(3,269 |
) |
|
|
21,083 |
|
|
|
(5,842 |
) |
Amounts allocable to participating securities |
|
|
(52 |
) |
|
|
— |
|
|
|
244 |
|
|
|
— |
|
NAREIT FFO attributable to AIR common stockholders |
|
$ |
81,219 |
|
|
$ |
73,635 |
|
|
$ |
247,225 |
|
|
$ |
188,198 |
|
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on extinguishment of debt (1) |
|
|
— |
|
|
|
6,673 |
|
|
|
23,636 |
|
|
|
44,833 |
|
Separation, business transformation, and transition related costs (2) |
|
|
1,419 |
|
|
|
1,393 |
|
|
|
3,881 |
|
|
|
3,858 |
|
Non-cash straight-line rent (3) |
|
|
3,660 |
|
|
|
642 |
|
|
|
4,944 |
|
|
|
1,979 |
|
Incremental cash received from leased properties (4) |
|
|
109 |
|
|
|
191 |
|
|
|
432 |
|
|
|
500 |
|
Casualty and other (5) |
|
|
4,280 |
|
|
|
5,364 |
|
|
|
4,635 |
|
|
|
6,144 |
|
Common noncontrolling interests in AIR OP’s share of above adjustments |
|
|
(581 |
) |
|
|
(690 |
) |
|
|
(2,300 |
) |
|
|
(2,829 |
) |
Amounts allocable to participating securities |
|
|
— |
|
|
|
(13 |
) |
|
|
(19 |
) |
|
|
(29 |
) |
Pro forma FFO attributable to AIR common stockholders |
|
$ |
90,106 |
|
|
$ |
87,195 |
|
|
$ |
282,434 |
|
|
$ |
242,654 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares outstanding – basic |
|
|
153,811 |
|
|
|
156,646 |
|
|
|
155,488 |
|
|
|
153,289 |
|
Dilutive common share equivalents (6) |
|
|
246 |
|
|
|
396 |
|
|
|
269 |
|
|
|
361 |
|
Total shares and dilutive share equivalents |
|
|
154,057 |
|
|
|
157,042 |
|
|
|
155,757 |
|
|
|
153,650 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to AIR per share – diluted |
|
$ |
0.01 |
|
|
$ |
0.06 |
|
|
$ |
3.68 |
|
|
$ |
0.48 |
|
NAREIT FFO per share – diluted |
|
$ |
0.53 |
|
|
$ |
0.47 |
|
|
$ |
1.59 |
|
|
$ |
1.22 |
|
Pro forma FFO per share – diluted |
|
$ |
0.58 |
|
|
$ |
0.56 |
|
|
$ |
1.81 |
|
|
$ |
1.58 |
|
During the nine months ended September 30, 2022, we sold our 2% cost basis investment in the portfolio serving as collateral for the note receivable from Aimco. We recognized $7.2 million of gain on dispositions of unconsolidated real estate partnerships in connection with the sale, or $5.4 million, net of tax. Consistent with prior treatment of gains on cost basis investments, this gain has been included in the determination of FFO given we consider the investment to be incidental to our main business as a REIT. Specifically, we only held the 2% interest in order to provide additional collateral for our short-term loan to Aimco and for tax planning
35
associated with the Separation. Please see the Results of Operations section for discussion of the factors affecting our Pro forma FFO for 2022.
Leverage Ratios
We target Net Leverage to Adjusted EBITDAre between 5.0x and 6.0x. We also focus on Proportionate Debt to Adjusted EBITDAre. We believe these ratios, which are based in part on non-GAAP financial information, are commonly used by investors and analysts to assess the relative financial risk associated with balance sheets of companies within the same industry, and they are believed to be similar to measures used by rating agencies to assess entity credit quality.
Our leverage ratios for the three months ended September 30, 2022, are presented below:
|
|
Annualized Current Quarter |
|
Pro forma Completion of |
Proportionate Debt to Adjusted EBITDAre |
|
6.4x |
|
5.8x |
Net Leverage to Adjusted EBITDAre |
|
6.6x |
|
5.9x |
Proportionate Debt, as used in our leverage ratios, is a non-GAAP measure and includes our share of the long-term, non-recourse property debt, outstanding borrowings under our revolving credit facility, term loans, and unsecured notes. Proportionate Debt excludes unamortized debt issuance costs because these amounts represent cash expended in earlier periods and do not reduce our contractual obligations. We reduce our recorded debt by the amounts of cash and restricted cash on-hand (which are primarily restricted under the terms of our property debt agreements), excluding tenant security deposits included in restricted cash, assuming the remaining amounts of cash and restricted cash would be used to reduce our outstanding leverage.
We believe Proportionate Debt is useful to investors as it is a measure of our net exposure to debt obligations. Proportionate Debt, as used in our leverage ratios, is calculated as set forth in the table below.
Preferred equity represents the redemption amounts for AIR’s Preferred Stock and the AIR Operating Partnership’s Preferred Partnership Units and, although perpetual in nature, are another component of our overall leverage.
The reconciliation of total indebtedness to Proportionate Debt and Preferred Equity, as used in our leverage ratios, is as follows (in thousands):
|
|
|
||
Total indebtedness |
|
$ |
3,692,168 |
|
Adjustments: |
|
|
|
|
Debt issuance costs related to non-recourse property debt and term loans |
|
|
15,490 |
|
Proportionate share adjustments related to debt obligations |
|
|
(391,804 |
) |
Cash and restricted cash |
|
|
(114,646 |
) |
Tenant security deposits included in restricted cash |
|
|
10,245 |
|
Proportionate share adjustments related to cash and restricted cash |
|
|
4,844 |
|
Proportionate Debt |
|
$ |
3,216,297 |
|
Perpetual preferred stock |
|
|
2,000 |
|
Preferred noncontrolling interests in AIR Operating Partnership |
|
|
79,330 |
|
Net Leverage |
|
$ |
3,297,627 |
|
Leverage reduction funded by anticipated November 2022 property sales |
|
|
(460,000 |
) |
Net Leverage, Pro forma for anticipated November 2022 sales |
|
$ |
2,837,627 |
|
We calculated Adjusted EBITDAre used in our leverage ratios based on annualized current quarter amounts. EBITDAre and Adjusted EBITDAre are non-GAAP measures, which we believe are useful to investors, creditors, and rating agencies as a supplemental measure of our ability to incur and service debt because they are recognized measures of performance by the real estate industry and facilitate comparison of credit strength between AIR and other companies. EBITDAre and Adjusted EBITDAre should not be considered alternatives to net income as determined in accordance with GAAP as indicators of liquidity. There can be no assurance that our method of calculating EBITDAre and Adjusted EBITDAre is comparable with that of other real estate investment trusts. NAREIT defines EBITDAre as net income computed in accordance with GAAP, before interest expense, income taxes, and depreciation and amortization expense, which we have further adjusted for:
36
EBITDAre is defined by NAREIT and provides for an additional performance measure independent of capital structure for greater comparability between real estate investment trusts. We define Adjusted EBITDAre as EBITDAre adjusted for the effect of the following items for the reasons set forth below:
The reconciliation of net income to EBITDAre and Adjusted EBITDAre, as used in our leverage ratios, is as follows (in thousands):
|
|
Three Months Ended |
|
|
|
|
|
||
Net income |
|
$ |
3,396 |
|
Adjustments: |
|
|
|
|
Interest expense |
|
|
32,656 |
|
Income tax expense |
|
|
46 |
|
Depreciation and amortization |
|
|
90,445 |
|
EBITDAre |
|
$ |
126,543 |
|
Net income attributable to noncontrolling interests in consolidated real estate partnerships |
|
|
102 |
|
EBITDAre adjustments attributable to noncontrolling interests and unconsolidated real estate partnerships |
|
|
(7,463 |
) |
Interest income and prepayment penalties on note receivable from Aimco |
|
|
(5,209 |
) |
Pro forma FFO adjustments, net (1) |
|
|
11,293 |
|
Adjusted EBITDAre |
|
$ |
125,266 |
|
Annualized Adjusted EBITDAre |
|
$ |
501,064 |
|
Anticipated November 2022 property sales, annualized |
|
|
(21,775 |
) |
Annualized Adjusted EBITDAre, Pro forma for anticipated November 2022 property sales |
|
$ |
479,289 |
|
Liquidity and Capital Resources
Liquidity
Liquidity is the ability to meet present and future financial obligations. Our primary source of liquidity is cash flows from operations. Additional sources are proceeds from dispositions of apartment communities, proceeds from refinancing existing property debt, borrowings under new property debt, borrowings under our credit facilities, and proceeds from equity offerings.
As of September 30, 2022, our available liquidity was $609.5 million, which consisted of:
37
Additional liquidity may also be provided through future secured and unsecured financings.
Uses for liquidity include normal operating activities, payments of principal and interest on outstanding debt, capital expenditures, dividends paid to stockholders, distributions paid to noncontrolling interest partners, and acquisitions of apartment communities. We use our cash and cash equivalents and cash provided by operating activities to meet short-term liquidity needs. In the event that our cash and cash equivalents and cash provided by operating activities are not sufficient to meet our short-term liquidity needs, we have additional means, such as short-term borrowing availability and proceeds from apartment community sales and debt refinancings. We may use our revolving credit facility for working capital and other short-term purposes, such as funding investments on an interim basis. We expect to meet our long-term liquidity requirements, including apartment community acquisitions, primarily through secured and unsecured borrowings, the issuance of equity securities (including OP Units), the sale of apartment communities, and cash generated from operations. Additionally, we expect to meet our liquidity requirements associated with our debt maturities.
There have been no material changes to our contractual obligations and commitments outside the ordinary course of business from those disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of AIR’s and the AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021, with the exception of the issuance of $400 million of senior unsecured notes, which were used to repay borrowings on our revolving credit facility, and the hedging of $830 million of our floating rate debt through placement of floating to fixed rate swaps, which were designated as cash flow hedges.
Leverage and Capital Resources
The availability of credit and its related effect on the overall economy may affect our liquidity and future financing activities, both through changes in interest rates and access to financing. Any adverse changes in the lending environment could negatively affect our liquidity. We believe we have mitigated much of this exposure by reducing our short and intermediate-term maturity risk through refinancing such loans with long-dated debt. Additionally, during the second quarter of 2022, we entered into floating to fixed interest rate swaps for $830 million notional principal value of debt, further reducing our exposure to increasing interest rates. However, if financing options become unavailable for our future debt needs, we may consider alternative sources of liquidity, such as reductions in capital spending, or proceeds from apartment community dispositions.
The combination of secured and unsecured debt, preferred OP Units, and redeemable noncontrolling interests in a consolidated real estate partnership comprise our total leverage. The weighted-average remaining term to maturity for our total leverage was 6.4 years as of September 30, 2022 with a weighted-average interest rate of 3.9%. As of September 30, 2022, the interest rate on our fixed rate loans and floating rate loans is 3.3% and 5.1%, respectively, and we face refunding and repricing risk in the next three years of only 10% of total debt.
Under our unsecured notes payable and revolving credit facility, we have agreed to maintain certain financial covenants, as well as other covenants customary for similar credit arrangements. The financial covenants we are required to maintain include a Maximum Leverage ratio of no greater than 0.60 to 1.00; a Fixed Charge Coverage Ratio of greater than 1.5x, a Maximum Secured Indebtedness to Total Assets ratio of no greater than 0.45 to 1.00 through March 31, 2023, and 0.40 to 1.00 thereafter, a Maximum Unsecured Leverage ratio no greater than 0.60 to 1.00, and a Minimum Unsecured Interest Coverage Ratio no less than 1.50 to 1.00. We were in compliance with these covenants as of September 30, 2022 and expect to remain in compliance during the next 12 months.
Changes in Cash, Cash Equivalents, and Restricted Cash
The following discussion relates to changes in consolidated cash, cash equivalents, and restricted cash due to operating, investing, and financing activities, which are presented in our condensed consolidated statements of cash flows in Item 1 of this report.
Operating Activities
For the nine months ended September 30, 2022, net cash provided by operating activities was $351.5 million. Our operating cash flow is affected primarily by rental rates, occupancy levels, operating expenses related to our portfolio of apartment communities, and changes in working capital items. Cash provided by operating activities for the nine months ended September 30, 2022, increased by $118.7 million compared to the same period in 2021, due to higher contribution from our Same Store portfolio and increased contribution from properties recently acquired.
Investing Activities
For the nine months ended September 30, 2022, our net cash provided by investing activities of $252.9 million consisted primarily of proceeds from dispositions of real estate and proceeds from the repayment of the note receivable from Aimco, offset partially by purchases of real estate and capital expenditures. Net cash used in investing activities of $250.6 million for the same period in 2021
38
consisted primarily of purchases of real estate and capital expenditures, offset partially by the cash received from debt investment maturities.
Capital additions totaled $145.1 million and $110.9 million during the nine months ended September 30, 2022 and 2021, respectively. We generally fund capital additions with cash provided by operating activities and cash proceeds from sales of apartment communities.
We categorize capital spending for communities in our portfolio broadly into five primary categories:
We exclude the amounts of capital spending related to apartment communities sold or classified as held for sale at the end of the period from the foregoing measures.
A summary of the capital spending for these categories, along with a reconciliation of the total for these categories to the capital expenditures reported in the accompanying condensed consolidated statements of cash flows, are presented below (in thousands):
|
|
Nine Months Ended September 30, |
|
|||||
|
|
|
|
2021 |
|
|||
Capital replacements |
|
$ |
20,820 |
|
|
$ |
20,377 |
|
Capital improvements |
|
|
10,037 |
|
|
|
5,989 |
|
Capital enhancements |
|
|
75,606 |
|
|
|
71,806 |
|
Initial capital expenditures |
|
|
24,156 |
|
|
|
3,851 |
|
Casualty |
|
|
12,348 |
|
|
|
2,565 |
|
Entitlement and planning |
|
|
2,171 |
|
|
|
6,294 |
|
Total capital additions |
|
$ |
145,138 |
|
|
$ |
110,882 |
|
Plus: additions related to apartment communities sold and held for sale |
|
|
4,014 |
|
|
|
17,482 |
|
Consolidated capital additions |
|
$ |
149,152 |
|
|
$ |
128,364 |
|
Plus: net change in accrued capital spending |
|
|
1,963 |
|
|
|
2,513 |
|
Total capital expenditures per condensed consolidated statements of cash flows |
|
$ |
151,115 |
|
|
$ |
130,877 |
|
For the nine months ended September 30, 2022 and 2021, we capitalized $1.1 million and $1.8 million of interest costs, respectively, and $12.6 million and $12.3 million of indirect costs, respectively.
Financing Activities
Net cash used in financing activities of $582.5 million for the nine months ended September 30, 2022 consisted primarily of repayments of non-recourse property debt and term loans, payment of dividends and distributions, and repurchases of Common Stock and OP Units, offset partially by proceeds from the issuance of unsecured notes payable. Net cash provided by financing activities of $41.5 million for the same period in 2021 consisted primarily of proceeds from term loans and the issuance of Common Stock, offset partially by repayments of non-recourse property debt and term loans.
Future Capital Needs
We expect to fund any future acquisitions, debt maturities, and other capital spending principally with proceeds from apartment community sales (including the formation of joint ventures), secured and unsecured borrowings, the issuance of equity securities
39
(including OP Units), and operating cash flows. We believe, based on the information available at this time, that we have sufficient cash on hand and access to additional sources of liquidity to meet our operational needs for 2022 and beyond.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of September 30, 2022, on a consolidated basis, we had approximately $800.0 million of outstanding borrowings on our term loans, $88.5 million of variable-rate property-level debt outstanding, and $479.0 million of variable-rate borrowings under our revolving credit facility. We estimate that a change in the floating rate of 100 basis points with constant credit risk spreads would increase or decrease interest expense by $5.4 million on an annual basis, after consideration of our interest rate swaps.
As of September 30, 2022, we had $114.6 million of cash and cash equivalents and restricted cash, a portion of which bears interest at variable rates, which may partially mitigate the effect of an increase in variable rates on our variable-rate debt discussed above.
We estimate the fair value of debt instruments as described in Note 5 to the condensed consolidated financial statements in Item 1. The estimated fair value of total indebtedness, including our term loans, revolving credit facility, and unsecured notes payable, was $3.5 billion as of September 30, 2022, inclusive of a $242.8 million mark-to-market asset, of which the amount attributable to AIR common shareholders is $189.4 million, or $1.13 per share.
ITEM 4. CONTROLS AND PROCEDURES
AIR
Disclosure Controls and Procedures
AIR’s management, with the participation of AIR’s chief executive officer and chief financial officer, has evaluated the effectiveness of AIR’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, AIR’s chief executive officer and chief financial officer have concluded that, as of the end of such period, AIR’s disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There has been no change in AIR’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of 2022 that has materially affected, or is reasonably likely to materially affect, AIR’s internal control over financial reporting.
The AIR Operating Partnership
Disclosure Controls and Procedures
The AIR Operating Partnership’s management, with the participation of the chief executive officer and chief financial officer of AIR, who are the equivalent of the AIR Operating Partnership’s chief executive officer and chief financial officer, respectively, has evaluated the effectiveness of the AIR Operating Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange) as of the end of the period covered by this report. Based on such evaluation, the chief executive officer and chief financial officer of AIR have concluded that, as of the end of such period, the AIR Operating Partnership’s disclosure controls and procedures are effective.
Changes in Internal Control Over Financial Reporting
There has been no change in the AIR Operating Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the third quarter of 2022 that has materially affected, or is reasonably likely to materially affect, the AIR Operating Partnership’s internal control over financial reporting.
40
PART II. OTHER INFORMATION
ITEM 1A. RISK FACTORS
As of the date of this report, there have been no material changes from the risk factors in AIR’s and the AIR Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
AIR
Unregistered Sales of Equity Securities
From time to time, we may issue shares of Common Stock in exchange for OP Units, defined under The AIR Operating Partnership heading below. Such shares are issued based on an exchange ratio of one share for each common OP Unit. We may also issue shares of Common Stock in exchange for limited partnership interests in consolidated real estate partnerships. During the three months ended September 30, 2022, we did not issue any shares of Common Stock in exchange for OP Units or limited partnership interests in consolidated real estate partnerships.
Repurchases of Equity Securities
The following table summarizes AIR's share repurchases during the three months ended September 30, 2022:
Fiscal period |
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Total |
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|
Average |
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Total Number of |
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|
Maximum Dollar Value |
|
||||
July 1 - July 31, 2022 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
375,000 |
|
August 1 - August 30, 2022 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
375,000 |
|
September 1 - September 30, 2022 |
|
|
1,195,690 |
|
|
$ |
39.07 |
|
|
|
1,195,690 |
|
|
$ |
328,289 |
|
Total |
|
|
1,195,690 |
|
|
$ |
39.07 |
|
|
|
1,195,690 |
|
|
|
|
|
The AIR Operating Partnership
Unregistered Sales of Equity Securities
The AIR Operating Partnership did not issue any unregistered OP Units during the three months ended September 30, 2022.
Repurchases of Equity Securities
The AIR Operating Partnership’s Partnership Agreement generally provides that after holding common OP Units for one year, limited partners other than AIR have the right to redeem their common OP Units for cash or, at our election, shares of AIR Common Stock on a one-for-one basis (subject to customary antidilution adjustments). During the three months ended September 30, 2022, no common OP Units were redeemed in exchange for Common Stock.
The following table summarizes the AIR Operating Partnership’s repurchases, or redemptions in exchange for cash, of common OP Units during the three months ended September 30, 2022:
Fiscal period |
|
Total |
|
|
Average |
|
|
Total Number of |
|
Maximum Number |
||
July 1 - July 31, 2022 |
|
|
23,205 |
|
|
$ |
41.00 |
|
|
N/A |
|
N/A |
August 1 - August 30, 2022 |
|
|
12,578 |
|
|
$ |
43.28 |
|
|
N/A |
|
N/A |
September 1 - September 30, 2022 |
|
|
37,911 |
|
|
$ |
44.38 |
|
|
N/A |
|
N/A |
Total |
|
|
73,694 |
|
|
$ |
43.13 |
|
|
|
|
|
41
Dividend and Distribution Payments
As a REIT, AIR is required to distribute annually to holders of its Common Stock at least 90% of its “real estate investment trust taxable income,” which, as defined by the Code and United States Department of Treasury regulations, is generally equivalent to net taxable ordinary income. Our credit agreements includes customary covenants, including a restriction on dividends and distributions and other restricted payments, but permits dividends and distributions during any four consecutive fiscal quarters in an aggregate amount of up to 95% of AIR’s FFO for such period, subject to certain non-cash adjustments, or such amount as may be necessary to maintain AIR’s REIT status.
42
ITEM 6. EXHIBITS
The following exhibits are filed with this report:
EXHIBIT NO. |
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DESCRIPTION |
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101 |
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The following materials from AIR’s and the AIR Operating Partnership’s combined Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) condensed consolidated balance sheets; (ii) condensed consolidated statements of operations; (iii) condensed consolidated statements of comprehensive income; (iv) condensed consolidated statements of equity and partners’ capital; (v) condensed consolidated statements of cash flows; and (vi) notes to condensed consolidated financial statements. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
43
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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APARTMENT INCOME REIT CORP. |
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By: |
/s/ Paul Beldin |
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Executive Vice President and Chief Financial Officer |
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(principal financial and accounting officer) |
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APARTMENT INCOME REIT, L.P. |
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By: |
AIR-GP, Inc., its General Partner |
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By: |
/s/ Paul Beldin |
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|
|
Executive Vice President and Chief Financial Officer |
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(principal financial and accounting officer) |
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Date: November 4, 2022
44
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/31/23 | ||||
| 12/31/22 | ||||
| 11/30/22 | ||||
| 11/18/22 | ||||
| Filed as of: | 11/7/22 | |||
| Filed on: | 11/4/22 | 8-K | ||
| 11/2/22 | ||||
| 11/1/22 | ||||
| For Period end: | 9/30/22 | |||
| 9/1/22 | ||||
| 8/31/22 | ||||
| 8/30/22 | ||||
| 7/31/22 | ||||
| 7/1/22 | ||||
| 6/30/22 | 10-Q | |||
| 5/2/22 | 8-K | |||
| 1/1/22 | ||||
| 12/31/21 | 10-K, 11-K, 4/A | |||
| 9/30/21 | 10-Q | |||
| 6/30/21 | 10-Q | |||
| 12/31/20 | 10-K, 10-K/A, 11-K | |||
| 12/15/20 | 4, 8-K, S-8 | |||
| 5/16/94 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/31/23 Apartment Income REIT Corp. S-8 1/31/23 6:284K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/08/21 Apartment Income REIT, L.P. 8-K:5,9 7/07/21 11:2.2M ActiveDisclosure/FA 12/15/20 Apartment Income REIT Corp. 8-K:1,2,3,512/15/20 28:4.5M Donnelley … Solutions/FA |