APARTMENT INVESTMENT & MANAGEMENT CO 10-Q

ITEM 1. FINANCIAL STATEMENTS APARTMENT INVESTMENT AND MANAGEMENT COMPANY CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except share data) (Unaudited) June 30, December 31, 2021 2020 ASSETS Buildings and improvements $ 1,107,929 $ 995,116 Land 518,954 505,153 Total real estate 1,626,883 1,500,269 Accumulated depreciation ( 527,976 ) ( 495,010 ) Net real estate 1,098,907 1,005,259 Cash and cash equivalents 286,066 289,582 Restricted cash 9,167 9,153 Mezzanine investment 322,380 307,362 Right-of-use lease assets 443,460 98,280 Other assets, net 152,159 130,856 Total assets $ 2,312,139 $ 1,840,492 LIABILITIES AND EQUITY Non-recourse property debt, net $ 427,881 $ 447,967 Construction loans, net 114,309 — Notes payable to AIR 534,127 534,127 Total indebtedness 1,076,317 982,094 Deferred tax liabilities 128,279 131,560 Lease liabilities 450,648 100,496 Accrued liabilities and other 91,496 62,988 Total liabilities 1,746,740 1,277,138 Redeemable noncontrolling interest in consolidated real estate partnership 4,177 4,263 Commitments and contingencies (Note 4) Equity: Common Stock, $ 0.01 par value, 510,587,500 shares authorized, 149,662,549 and 149,036,263 shares issued/outstanding at June 30, 2021 and December 31, 2020, respectively 1,496 1,490 Additional paid-in capital 517,540 515,127 Accumulated deficit ( 16,315 ) ( 16,839 ) Total Aimco equity 502,721 499,778 Noncontrolling interests in consolidated real estate partnerships 31,847 31,877 Common noncontrolling interests in Aimco Operating Partnership 26,654 27,436 Total equity 561,222 559,091 Total liabilities and equity $ 2,312,139 $ 1,840,492 See notes to condensed consolidated financial statements. 4 Table of Contents APARTMENT INVESTMENT AND MANAGEMENT COMPANY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 REVENUES Rental and other property revenues $ 40,418 $ 37,165 $ 80,222 $ 75,474 OPERATING EXPENSES Property operating expenses 16,403 15,322 33,345 30,671 Depreciation and amortization 20,639 19,030 41,356 38,377 General and administrative expenses 7,383 1,625 13,694 3,387 Total operating expenses 44,425 35,977 88,395 72,435 Interest expense ( 12,638 ) ( 5,809 ) ( 25,315 ) ( 11,460 ) Mezzanine investment income, net 7,551 6,936 15,018 13,683 Unrealized gains (losses) on interest rate options ( 16,970 ) ( 1,080 ) 8,377 ( 1,080 ) Other expenses, net 2,918 ( 154 ) 3,281 ( 569 ) (Loss) income before income tax benefit ( 23,146 ) 1,081 ( 6,812 ) 3,613 Income tax benefit 2,760 2,032 7,860 4,055 Net (loss) income ( 20,386 ) 3,113 1,048 7,668 Noncontrolling interests: Net (income) loss attributable to redeemable noncontrolling interest in consolidated real estate partnership ( 66 ) 125 86 228 Net (income) attributable to noncontrolling interests in consolidated real estate partnerships ( 275 ) ( 10 ) ( 566 ) ( 5 ) Net (income) loss attributable to common noncontrolling interests in Aimco Operating Partnership 1,037 ( 165 ) ( 44 ) ( 400 ) Net (loss) income attributable to Aimco common stockholders $ ( 19,690 ) $ 3,063 $ 524 $ 7,491 Net (loss) income attributable to Aimco per common share – basic $ ( 0.13 ) $ 0.02 $ 0.00 $ 0.05 Net (loss) income attributable to Aimco per common share – diluted $ ( 0.13 ) $ 0.02 $ 0.00 $ 0.05 Weighted average common shares outstanding – basic 149,166 148,549 149,082 148,549 Weighted average common shares outstanding – diluted 149,166 148,569 149,442 148,569 See notes to condensed consolidated financial statements. 5 Table of Contents APARTMENT INVESTMENT AND MANAGEMENT COMPANY CONDENSED CONSOLIDATED STATEMENTS OF EQUITY For the Three Months Ended June 30, 2021 and 2020 (In thousands) (Unaudited) Common Stock Noncontrolling Interests in Common Noncontrolling Interests in Shares Issued Amount Additional Paid- in Capital Retained Earnings (Accumulated Deficit) Aimco Predecessor Equity Total Aimco Equity Consolidated Real Estate Partnerships Aimco Operating Partnership Total Equity Balances at March 31, 2020 — $ — $ — $ — $ 511,497 $ 511,497 $ 103 $ 424 $ 512,024 Net income attributable to Aimco Predecessor — — — — 3,063 3,063 — — 3,063 Net income attributable to noncontrolling interests in consolidated partnerships — — — — — — 10 — 10 Net income attributable to common noncontrolling interests in Aimco Operating Partnership — — — — — — — 165 165 Contributions from Aimco Predecessor, net — — — — 6,202 6,202 — — 6,202 Balances at June 30, 2020 — $ — $ — $ — $ 520,762 $ 520,762 $ 113 $ 589 $ 521,464 Balances at March 31, 2021 149,208 $ 1,491 $ 516,051 $ 3,375 $ — $ 520,917 $ 31,884 $ 28,551 $ 581,352 Redemption of Aimco Operating Partnership units 440 4 909 — — 913 — ( 913 ) — Cash paid on redemption of Aimco Operating Partnership units — — — — — — — ( 4 ) ( 4 ) Share-based compensation expense — — 580 — — 580 — 58 638 Distribution to noncontrolling interests in consolidated real estate partnerships — — — — — — ( 295 ) — ( 295 ) Net income attributable to noncontrolling interests in consolidated partnerships — — — — — — 275 — 275 Net loss attributable to common noncontrolling interests in Aimco Operating Partnership — — — — — — — ( 1,037 ) ( 1,037 ) Net loss attributable to Aimco common stockholders — — — ( 19,690 ) — ( 19,690 ) — — ( 19,690 ) Other, net 15 1 — — — 1 ( 17 ) ( 1 ) ( 17 ) Balances at June 30, 2021 149,663 $ 1,496 $ 517,540 $ ( 16,315 ) $ — $ 502,721 $ 31,847 $ 26,654 $ 561,222 See notes to condensed consolidated financial statements. 6 Table of Contents APARTMENT INVESTMENT AND MANAGEMENT COMPANY CONDENSED CONSOLIDATED STATEMENTS OF EQUITY For the Six Months Ended June 30, 2021 and 2020 (In thousands) (Unaudited) Common Stock Noncontrolling Interests in Common Noncontrolling Interests in Shares Issued Amount Additional Paid- in Capital Accumulated Deficit Aimco Predecessor Equity Total Aimco Equity Consolidated Real Estate Partnerships Aimco Operating Partnership Total Equity Balances at December 31, 2019 — $ — $ — $ — $ 513,264 $ 513,264 $ 108 $ 188 $ 513,560 Net income attributable to Aimco Predecessor — — — — 7,491 7,491 — — 7,491 Net income attributable to noncontrolling interests in consolidated partnerships — — — — — — 5 — 5 Net income attributable to Common noncontrolling interests in Aimco Operating Partnership — — — — — — — 400 400 Contributions from Aimco Predecessor, net — — — — 7 7 — 1 8 Balances at June 30, 2020 — $ - $ - $ - $ 520,762 $ 520,762 $ 113 $ 589 $ 521,464 Balances at December 31, 2020 149,036 $ 1,490 $ 515,127 $ ( 16,839 ) $ — $ 499,778 $ 31,877 $ 27,436 $ 559,091 Redemption of Aimco Operating Partnership units 440 4 898 — — 902 — ( 902 ) — Cash paid on redemption of Aimco Operating Partnership units — — — — — — — ( 40 ) ( 40 ) Issuance of common stock in connection with share-base arrangements 232 2 1,069 — — 1,071 — — 1,071 Share-based compensation expense — — 751 — — 751 — 116 867 Distribution to noncontrolling interest in consolidated real estate partnerships — — — — — — ( 582 ) — ( 582 ) Net income attributable to noncontrolling interest in consolidated real estate partnerships — — — — — — 566 — 566 Net income attributable to to common noncontrolling interests in Aimco Operating Partnership — — — — — — — 44 44 Net income attributable to Aimco common stockholders 524 524 524 Other, net ( 45 ) — ( 305 ) — — ( 305 ) ( 14 ) — ( 319 ) Balances at June 30, 2021 149,663 $ 1,496 $ 517,540 $ ( 16,315 ) $ — $ 502,721 $ 31,847 $ 26,654 $ 561,222 See notes to condensed consolidated financial statements. 7 Table of Contents APARTMENT INVESTMENT AND MANAGEMENT COMPANY CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited ) Six Months Ended June 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,048 $ 7,668 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 41,356 38,377 Income from unconsolidated real estate partnerships ( 508 ) ( 352 ) Unrealized (gains) losses on interest rate options ( 8,377 ) 1,080 Income tax benefit ( 7,860 ) ( 4,055 ) Mezzanine investment income, net ( 15,018 ) ( 13,683 ) Share based compensation 1,814 — Amortization of debt issuance costs and other 609 466 Changes in operating assets and operating liabilities: Other assets, net ( 11,160 ) ( 3,058 ) Accounts payable, accrued liabilities and other 14,562 1,970 Net cash provided by operating activities 16,466 28,413 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of real estate ( 18,215 ) — Capital expenditures (1) ( 82,352 ) ( 10,721 ) Other investing activities ( 1,484 ) ( 35 ) Net cash used in investing activities ( 102,051 ) ( 10,756 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from construction loans 120,123 — Payments of deferred loan costs ( 6,178 ) — Principal repayments on non-recourse property debt ( 20,331 ) ( 4,913 ) Payments on financing leases ( 5,133 ) — Purchase of interest rate option ( 5,772 ) ( 12,245 ) Change in Aimco Predecessor investment, net — ( 574 ) Other financing activities ( 626 ) ( 74 ) Net cash provided by (used in) financing activities 82,083 ( 17,806 ) NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 3,502 ) ( 149 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 298,735 10,120 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 295,233 $ 9,971 (1) Capital expenditures net of accrued capital costs of $ 17.1 million and $ 0.8 million for the six months ended June 30, 2021 and 2020, respectively. See notes to condensed consolidated financial statements. 8 Table of Contents AIMCO OP L.P. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) June 30, December 31, 2021 2020 ASSETS Buildings and improvements $ 1,107,929 $ 995,116 Land 518,954 505,153 Total real estate 1,626,883 1,500,269 Accumulated depreciation ( 527,976 ) ( 495,010 ) Net real estate 1,098,907 1,005,259 Cash and cash equivalents 286,066 289,582 Restricted cash 9,167 9,153 Mezzanine investment 322,380 307,362 Right-of-use lease assets 443,460 98,280 Other assets, net 152,159 130,856 Total assets $ 2,312,139 $ 1,840,492 LIABILITIES AND EQUITY Non-recourse property debt, net $ 427,881 $ 447,967 Construction loans, net 114,309 — Notes payable to AIR 534,127 534,127 Total indebtedness 1,076,317 982,094 Deferred tax liabilities 128,279 131,560 Lease liabilities 450,648 100,496 Accrued liabilities and other 91,496 62,988 Total liabilities 1,746,740 1,277,138 Redeemable noncontrolling interest in consolidated real estate partnership 4,177 4,263 Commitments and contingencies (Note 4) Partners’ capital: General Partner and Special Limited Partner 502,721 499,778 Limited Partners 26,654 27,436 Partners’ capital attributable to Aimco Operating Partnership 529,375 527,214 Noncontrolling interests in consolidated real estate partnerships 31,847 31,877 Total partners’ capital 561,222 559,091 Total liabilities and partners’ capital $ 2,312,139 $ 1,840,492 See notes to condensed consolidated financial statements. 9 Table of Contents AIMCO OP L.P. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per unit data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 REVENUES Rental and other property revenues $ 40,418 $ 37,165 $ 80,222 $ 75,474 OPERATING EXPENSES Property operating expenses 16,403 15,322 33,345 30,671 Depreciation and amortization 20,639 19,030 41,356 38,377 General and administrative expenses 7,383 1,625 13,694 3,387 Total operating expenses 44,425 35,977 88,395 72,435 Interest expense ( 12,638 ) ( 5,809 ) ( 25,315 ) ( 11,460 ) Mezzanine investment income, net 7,551 6,936 15,018 13,683 Unrealized gains (losses) on interest rate options ( 16,970 ) ( 1,080 ) 8,377 ( 1,080 ) Other expenses, net 2,918 ( 154 ) 3,281 ( 569 ) (Loss) Income before income tax benefit ( 23,146 ) 1,081 ( 6,812 ) 3,613 Income tax benefit 2,760 2,032 7,860 4,055 Net (loss) income ( 20,386 ) 3,113 1,048 7,668 Net (income) loss attributable to redeemable noncontrolling interest in consolidated real estate partnership ( 66 ) 125 86 228 Net (income) loss attributable to noncontrolling interests in consolidated real estate partnerships ( 275 ) ( 10 ) ( 566 ) ( 5 ) Net (loss) income attributable to the Aimco Operating Partnership’s common unitholders $ ( 20,727 ) $ 3,228 $ 568 $ 7,891 Net (loss) income attributable to the Aimco Operating Partnership per common unit – basic $ ( 0.13 ) $ 0.02 $ 0.00 $ 0.05 Net (loss) income attributable to the Aimco Operating Partnership per common unit – diluted $ ( 0.13 ) $ 0.02 $ 0.00 $ 0.05 Weighted-average common units outstanding – basic 157,134 156,480 157,093 156,480 Weighted-average common units outstanding – diluted 157,134 156,500 157,453 156,500 See notes to condensed consolidated financial statements. 10 Table of Contents AIMCO OP L.P. CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL For the Three Months Ended June 30, 2021 and 2020 (In thousands) (Unaudited) General Partner and Special Limited Partner Limited Partners Partners’ Capital Attributable to the Aimco Operating Partnership Noncontrolling Interests in Consolidated Real Estate Partnerships Aimco Predecessor Capital Total Partners’ Capital Balances at March 31, 2020 $ — $ 424 $ 424 $ 103 $ 511,497 $ 512,024 Net income attributable to Aimco Predecessor — 165 165 — 3,063 3,228 Net income attributable to noncontrolling interests in consolidated real estate partnerships — — — 10 — 10 Contributions from Aimco Predecessor, net — — — — 6,202 6,202 Balances at June 30, 2020 $ — $ 589 $ 589 $ 113 $ 520,762 $ 521,464 Balances at March 31, 2021 $ 520,917 $ 28,551 $ 549,468 $ 31,884 $ — $ 581,352 Redemption of Aimco Operating Partnership units 913 ( 913 ) — — — — Cash paid on redemption of Aimco Operating Partnership units — ( 4 ) ( 4 ) — — ( 4 ) Share-based compensation expense 580 58 638 — — 638 Distribution to noncontrolling interests in consolidated real estate partnerships — — — ( 295 ) — ( 295 ) Net income attributable to noncontrolling interests in consolidated real estate partnerships — — — 275 — 275 Net loss ( 19,690 ) ( 1,037 ) ( 20,727 ) — — ( 20,727 ) Other, net 1 ( 1 ) — ( 17 ) — ( 17 ) Balances at June 30, 2021 $ 502,721 $ 26,654 $ 529,375 $ 31,847 $ — $ 561,222 See notes to condensed consolidated financial statements. 11 Table of Contents AIMCO OP L.P. CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL For the Six Months Ended June 30, 2021 and 2020 (In thousands) (Unaudited) General Partner and Special Limited Partner Limited Partners Partners’ Capital Attributable to the Aimco Operating Partnership Noncontrolling Interests in Consolidated Real Estate Partnerships Aimco Predecessor Capital Total Partners’ Capital Balances at December 31, 2019 $ — $ 188 $ 188 $ 108 $ 513,264 $ 513,560 Net income attributable to Aimco Predecessor — 400 400 — 7,491 7,891 Net income attributable to noncontrolling interests in consolidated real estate partnerships — — — 5 — 5 Contributions from Aimco Predecessor, net — 1 1 — 7 8 Balances at June 30, 2020 $ — $ 589 $ 589 $ 113 $ 520,762 $ 521,464 Balances at December 31, 2020 $ 499,778 $ 27,436 $ 527,214 $ 31,877 $ — $ 559,091 Redemption of Aimco Operating Partnership units 902 ( 902 ) — — — — Cash paid on redemption of Operating Partnership units — ( 40 ) ( 40 ) — — ( 40 ) Issuance of common stock in connection with share-base arrangements 1,071 — 1,071 — — 1,071 Share-based compensation expense 751 116 867 — 867 Distribution to noncontrolling interest in consolidated real estate partnerships — — — ( 582 ) — ( 582 ) Net income attributable to noncontrolling interests in consolidated real estate partnerships — — — 566 — 566 Net income 524 44 568 — — 568 Other, net ( 305 ) — ( 305 ) ( 14 ) — ( 319 ) Balances at June 30, 2021 $ 502,721 $ 26,654 $ 529,375 $ 31,847 $ — $ 561,222 See notes to condensed consolidated financial statements. 12 Table of Contents AIMCO OP L.P. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,048 $ 7,668 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 41,356 38,377 Income from unconsolidated real estate partnerships ( 508 ) ( 352 ) Unrealized (gains) losses on interest rate options ( 8,377 ) 1,080 Income tax benefit ( 7,860 ) ( 4,055 ) Mezzanine investment income, net ( 15,018 ) ( 13,683 ) Share based compensation 1,814 — Amortization of debt issuance costs and other 609 466 Changes in operating assets and operating liabilities: Other assets, net ( 11,160 ) ( 3,058 ) Accounts payable, accrued liabilities and other 14,562 1,970 Net cash provided by operating activities 16,466 28,413 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of real estate ( 18,215 ) — Capital expenditures (1) ( 82,352 ) ( 10,721 ) Other investing activities ( 1,484 ) ( 35 ) Net cash used in investing activities ( 102,051 ) ( 10,756 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from construction loans 120,123 — Payments of deferred loan costs ( 6,178 ) — Principal repayments on non-recourse property debt ( 20,331 ) ( 4,913 ) Payments on financing leases ( 5,133 ) — Purchase of interest rate option ( 5,772 ) ( 12,245 ) Change in Aimco Predecessor investment, net — ( 574 ) Other financing activities ( 626 ) ( 74 ) Net cash provided by (used in) financing activities 82,083 ( 17,806 ) NET DECREASE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH ( 3,502 ) ( 149 ) CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 298,735 10,120 CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 295,233 $ 9,971 (1) Capital expenditures net of accrued capital costs of $ 17.1 million and $ 0.8 million for the six months ended June 30, 2021 and 2020, respectively. See notes to condensed consolidated financial statements. 13 Table of Contents APARTMENT INVESTMENT AND MANAGEMENT COMPANY AIMCO OP L.P. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS June 30, 2021 (Unaudited) Note 1 — Organization Apartment Investment and Management Company (“Aimco”), a Maryland corporation incorporated on January 10, 1994, is a self-administered and self-managed real estate investment trust (“REIT”). Aimco, through a wholly-owned subsidiary, is the general and special limited partner of Aimco OP L.P. (“Aimco Operating Partnership”). Except as the context otherwise requires, “we,” “our,” and “us” refer to Aimco, Aimco Operating Partnership, and their consolidated subsidiaries, collectively. The Separation On December 15, 2020, Aimco completed the separation of its businesses (the “Separation”), creating two, separate and distinct, publicly traded companies, Aimco and Apartment Income REIT Corp. (“AIR”) (Aimco and AIR together, as they existed prior to the Separation, “Aimco Predecessor”). P rior to the Separation, the condensed consolidated financial statements were prepared on a carve-out basis and reflect significant assumptions and allocations. The condensed consolidated financial statements reflect our historical consolidated financial position, results of operations, and cash flows in conformity with generally accepted accounting principles in the United States (“GAAP”). The historical financial statements of Aimco do not represent the financial position and results of operations of one legal entity, but r ather a combination of entities under common control that have been “carved out” from Aimco Predecessor’s financial statements. All significant intercompany balances have been eliminated in consolidation. All separation related transactions between Aimco and Aimco Predecessor are considered effectively settled through partners’ capital in our condensed consolidated financial statements, other than the notes payable to AIR as discussed in Note 3. The settlement of these transactions is reflected as contributions from Aimco Predecessor, net in our condensed consolidated statements of equity and partners’ capital and as a net change in Aimco Predecessor investment in financing activity in our condensed consolidated statements of cash flows. Business As of June 30, 2021, Aimco owned 93.6 % of the legal interest in the common partnership units of Aimco Operating Partnership and 94.9 % of the economic interest in Aimco Operating Partnership. The remaining 6.4 % legal interest is owned by limited partners. As the sole general partner of Aimco Operating Partnership, Aimco has exclusive control of Aimco Operating Partnership’s day-to-day management. We own or lease a portfolio of real estate investments focused primarily on the U.S. multifamily sector. These real estate investments include a portfolio of 24 operating apartment communities with 6,067 apartment homes, diversified by both geography and price point, in 12 states; one commercial office building owned as part of a land assemblage; three residential apartment communities, with 1,331 planned apartment homes, a single family rental community, with 16 planned homes plus 8 accessory dwelling units, and one hotel, with 106 planned rooms, that we are actively developing or redeveloping; land parcels held for development; and three residential apartment communities, with 499 apartment homes, for which we have completed the redevelopment and are in lease-up, but have not achieved stabilization. In addition, we own an interest in four unconsolidated operating apartment communities. Note 2 — Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and 14 Table of Contents 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 six months ended June 30, 2021 , are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 . The condensed consolidated balance sheets of Aimco and Aimco Operating Partnership as of December 31, 2020, have been derived from their respective audited financial statements at that date, but do not include all of the information and disclosures required by GAAP for complete financial statements. For further information, refer to the financial statements and notes thereto included in Aimco’s and Aimco Operating Partnership’s combined Annual Report on Form 10-K for the year ended December 31, 2020. Except where indicated, the footnotes refer to both Aimco and Aimco Operating Partnership. Principles of Consolidation Aimco’s accompanying condensed consolidated financial statements include the accounts of Aimco, Aimco Operating Partnership, and their consolidated subsidiaries. Aimco Operating Partnership’s condensed consolidated financial statements include the accounts of Aimco Operating Partnership and its consolidated subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. We consolidate a variable interest entity (“VIE”) in which we are considered the primary beneficiary. The primary beneficiary is the entity that has (i) the power to direct the activities that most significantly impact the entity's economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. As used herein, and except where the context otherwise requires, “partnership” refers to a limited partnership or a limited liability company and “partner” refers to a partner in a limited partnership or a member of a limited liability company. Certain reclassifications have been made to prior period amounts to conform to the current period condensed consolidated financial statement presentation with no effect on the Company’s previously reported results of operations, financial position, or cash flows. Allocations The 2020 condensed consolidated statements of operations include allocations of general and administrative expenses from Aimco Predecessor. We consider the basis on which expenses have been allocated to be a reasonable reflection of the utilization of services provided to or the benefit received by us during the periods presented. However, the allocations may not include all of the actual expenses that we would have incurred and may not reflect our consolidated results of operations, financial position, and cash flows had it been a stand-alone company during the periods presented. Actual costs that might have been incurred had we been a stand-alone company would depend on a number of factors, including the chosen organizational structure, what functions we might have performed ourselves or outsourced, and strategic decisions we might have made in areas such as information technology and infrastructure. Following the Separation, AIR, through its subsidiaries, provides Aimco with certain property management and other services, and we perform certain functions using our own resources or purchase services from third parties. Common Noncontrolling Interests in Aimco Operating Partnership Common noncontrolling interests in Aimco Operating Partnership consist of common Aimco Operating Partnership Units (“OP Units”) and are reflected in Aimco’s accompanying condensed consolidated balance sheets as common noncontrolling interests in Aimco Operating Partnership. Aimco Operating Partnership’s income or loss is allocated to the holders of common OP Units, other than Aimco, based on the weighted-average number of common OP Units (including Aimco) outstanding during the period. For the three and six months ended June 30, 2021 and 2020, the holders of common OP Units had a weighted-average economic ownership interest in Aimco Operating Partnership of 5.1 % and 5.0 % respectively. Substantially all of the assets and liabilities of Aimco are held by Aimco Operating Partnership. Redeemable Noncontrolling Interest in Consolidated Real Estate Partnership Redeemable noncontrolling interest consists of equity interests held by a limited partner in a consolidated real estate partnership that has a finite life. We generally attribute to noncontrolling interests their share of income or loss of consolidated partnerships based on their proportionate interest in the results of operations of the partnerships, including their share of losses even if such attribution results in a deficit noncontrolling interest balance within our equity accounts. 15 Table of Contents If a real estate partnership includes redemption rights that are not within our control, the noncontrolling interest is included as temporary equity. If the redemption right is not currently redeemable but probable of being redeemable in the future, changes in redemption value are recognized each quarter with the change in value being reflected in additional paid-in-capital. The assets of our consolidated real estate partnerships must first be used to settle the liabilities of the consolidated real estate partnerships. The consolidated real estate partnerships’ creditors do not have recourse to the general credit of Aimco Operating Partnership. The following table presents a reconciliation of our redeemable noncontrolling interest in consolidated real estate partnership from December 31, 2020, to June 30, 2021 (in thousands): Balance at December 31, 2020 $ 4,263 Net loss ( 86 ) Balance at June 30, 2021 $ 4,177 Revenue from Leases The majority of lease payments we receive from our residents and tenants are fixed. We receive variable payments from our residents and commercial tenants primarily for utility reimbursements and other services. For the three and six months ended June 30, 2021 and 2020, our total lease income was comprised of the following amounts for all operating leases (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Fixed lease income $ 37,554 $ 34,605 $ 74,343 $ 69,993 Variable lease income 2,760 2,372 5,714 5,231 Total lease income $ 40,314 $ 36,977 $ 80,057 $ 75,224 Lessee Arrangements We, as lessee, and AIR, as lessor, have entered into finance leases on five properties currently under construction or in lease-up. Four leases commenced January 1, 2021 , two of which have rent escalations that start at the point the property reaches stabilization. The term of three of the leases is 25 years and one lease is for 10 years. During the three months ended June 30, 2021, we, as lessee, and AIR, as lessor, entered into a finance lease for a 15 -acre plot of land in the San Francisco Bay Area on which we began construction of 16 single family rental homes and 8 accessory dwelling units. The lease commenced on June 1, 2021 and has a term of 25 years. We recorded a right-of-use asset in the amount of $ 4.7 million and a corresponding lease liability of $ 4.7 million. We have provided AIR with residual value guarantees aggregating to $ 250.8 million, which provide that if the residual value of the leased assets are less than the specified residual value guarantees at the earlier of lease expiration or termination, we are required to pay the difference. See Note 3 for further details. As of June 30, 2021, operating and financing right-of-use lease assets of $ 5.3 million and $ 438.2 million, respectively, are included in the condensed consolidated balance sheets. For the three months and six months ended June 30, 2021, amortization related to our finance leases was $ 2.1 million and $ 3.4 million, respectively, net of amounts capitalized. For the three months and six months ended June 30, 2021, interest expense related to our finance leases was $ 1.7 million and $ 3.9 million, respectively. As of June 30, 2021, Aimco’s operating leases and financing leases have weighted-average remaining terms of 8.2 years, and 38.5 years, respectively, and weighted-average discount rates of 3.2 % and 5.3 %, respectively. Combined minimum annual lease payments, under operating and financing leases, reconciled to the lease liabilities in our condensed consolidated balance sheets, are as follows (in thousands): 16 Table of Contents Sublease Income Operating Lease Future Minimum Rent Financing Leases Future Minimum Payments Remainder of 2021 $ 694 $ 814 $ 13,527 2022 $ 1,393 $ 1,841 $ 27,197 2023 $ 1,403 $ 1,871 $ 27,597 2024 $ 1,413 $ 1,900 $ 28,597 2025 $ 1,423 $ 1,930 $ 29,208 Thereafter $ 4,959 $ 6,807 $ 1,644,911 Total $ 11,285 $ 15,163 $ 1,771,037 Less: Discount $ (1,897 ) $ (1,333,655 ) Total lease liabilities $ 13,266 $ 437,382 17 Table of Contents For the three and six months ended June 30, 2021 , we capitalized $ 5.8 million and $ 12.7 million of lease costs associated with active development and redevelopment projects on certain of the underlying property and ground lease assets. No lease costs were capitalized on leased assets for the three and six months ended June 30, 2020. Mezzanine Investment On November 26, 2019, Aimco made a five-year , $ 275.0 million mezzanine loan to Maximus PM Mezzanine A LLC, the partnership owning the “Parkmerced Apartments”, located in southwest San Francisco (the “Mezzanine Investment”). The loan bears interest at a 10 % annual rate, accruing if not paid from property operations. The Separation Agreement provides for AIR to transfer ownership of the subsidiaries that originated and hold the mezzanine loan, a related equity option to acquire a 30 % interest in the partnership owning Parkmerced Apartments and the interest rate option, or swaption, that provides partial protection against future refinancing risk through 2024 to Aimco. At the time of the Separation and as of the date of this filing , legal title of these subsidiaries had not yet transferred to Aimco. Until legal title of the subsidiaries is transferred, AIR is obligated to pass payments on such loan to us, and we are obligated to indemnify AIR against any costs and expenses related thereto. We have the risks and rewards of ownership of the Mezzanine Investment and have recognized an asset related to our right to receive the Mezzanine Investment from AIR. We recognize as income the net amounts recognized by AIR on its equity investment that are due to be paid to us when collected, which primarily represent the interest accrued under the terms of the underlying mezzanine loan. As of June 30, 2021 , the Mezzanine Investment in our condensed consolidated balance sheets represents the assets associated with our indirect interest in the subsidiary that owns Parkmerced Apartments, which we do not consolidate. The loan is subject to certain risks, including, but not limited to, those resulting from the severe downturn in San Francisco rents, the ongoing disruption due to the COVID-19 pandemic and associated governmental response, and the current economic situation, which may result in all or a portion of the loan not being repaid. In the event we determine that a portion of the Mezzanine Investment is not recoverable, we will recognize an impairment, if appropriate. Income Tax Benefit Certain of our operations, including our Development and Redevelopment activities, are conducted through taxable REIT subsidiaries, or TRS entities. Additionally, our TRS entities hold investments in one of our apartment communities and 1001 Brickell Bay Drive. Our income tax benefit calculated in accordance with GAAP includes income taxes associated with the income or loss of our TRS entities. Income taxes, as well as changes in valuation allowance and incremental deferred tax items in conjunction with intercompany asset transfers and internal restructurings (if applicable), are included in income tax benefit in our condensed consolidated statements of operations. Consolidated GAAP income or loss subject to tax consists of pretax income or loss of our taxable entities and gains retained by the REIT. For the three and six months ended June 30, 2021, we had consolidated net losses subject to tax of $ 9.0 million and $ 18.5 million, respectively. For the three and six months ended June 30, 2020, we had consolidated net income subject to tax of $ 4.4 million and $ 8.8 million, respectively. For the three months ended June 30, 2021, we recognized income tax benefit of $ 2.8 million compared to $ 2.0 million, during the same period ended 2020. The change is due primarily to higher losses at our TRS entities. For the six months ended June 30, 2021, we recorded $ 7.9 million, compared to $ 4.1 million during the same period ended 2020. The change is due primarily to income tax benefit associated with internal restructuring, changes to our effective state rate expected to apply to the reversal of our existing deferred items, and higher losses at our TRS entities. 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. 18 Table of Contents Cash Equivalents We classify highly liquid investments with an original maturity of three months or less as cash equivalents. We maintain cash equivalents in financial institutions in excess of insured limits. We have not experienced any losses in these accounts in the past and believe that we are not exposed to significant credit risk because our accounts are deposited with major financial institutions. Restricted Cash Restricted cash consists of tenant security deposits, capital replacement reserves, insurance reserves, and cash restricted as required by our debt agreements. Other Assets, net Other assets were comprised of the following amounts (in thousands): June 30, 2021 December 31, 2020 Notes receivable $ 37,656 $ 37,045 Deferred costs, deposits, and other 22,899 17,557 Interest rate options 27,434 13,315 Corporate fixed assets 11,220 12,860 Unconsolidated real estate partnerships 13,054 12,829 Investment in IQHQ 12,500 12,500 Prepaid expenses and other 18,618 10,493 Intangible lease assets, net 4,820 7,264 Due from affiliates 2,086 4,333 Accounts receivable, net of allowances of $ 1,473 and $ 1,467 as of June 30, 2021 and December 31, 2020, respectively 1,872 2,660 Total other assets, net $ 152,159 $ 130,856 Note 3 —Significant Transactions Transactions with AIR In conjunction with the Separation, we entered into various separation and transition services agreements with AIR that provide for a framework of our relationship with AIR after the Separation, including: (i) a separation agreement setting forth the mechanics of the Separation, the key provisions relating to the separation of our assets and liabilities from those of AIR, and certain organizational matters and conditions; (ii) an employee matters agreement to allocate liabilities and responsibilities relating to employment matters, employee compensation, benefits plans and programs, and other related matters (the “Employee Matters Agreement”); (iii) agreements pursuant to which AIR will provide property management and related services to us (collectively, the “Property Management Agreements”); (iv) an agreement pursuant to which AIR will provide us with customary administrative and support services on an ongoing basis (the “Master Services Agreement”); and (v) a master leasing agreement where we may enter into leases with AIR with the option to redevelop, develop, or lease-up the subject leased properties, and under which we will have certain lease termination rights (the “Master Leasing Agreement”). Master Services Agreement We and AIR entered into a Master Services Agreement, in which AIR will provide us with customary administrative and support services. We are obligated to pay AIR the fully burdened costs in performing the services. We may terminate any or all services on 60 days’ prior written notice, and AIR may terminate individual services, at any time after December 31, 2023. During the three and six months ended June 30, 2021, we incurred administrative and support fees of $ 0.4 million and $ 0.8 million, respectively, which are included in general and administrative expenses in our condensed consolidated statements of operations. We did no t incur any fees for the three and six months ended June 30, 2020. Property Management Agreements We entered into several Property Management Agreements with AIR, pursuant to which AIR will provide us with certain property management, property accounting and related services for the majority of our operating properties, and we will pay AIR a property management fee equal to 3 % of each respective property’s revenue collected and such other fees as may be mutually agreed upon for various other services. The initial term of each Property Management Agreement is one-year, with automatic one-year renewal periods, unless either party elects to terminate upon delivery of 60 days’ prior written notice to the other party before the end of the term. Neither party is obligated to pay to the other party a termination fee or other penalty upon such termination. 19 Table of Contents During the three and six months ended June 30, 2021, we recorded property management and property accounting fees of $ 1.3 million and $ 2.6 million, respectively, which we included in property operating expenses in our condensed consolidated statements of operations. We did no t incur any fees for the three and six months ended June 30, 2020. Notes Payable to AIR On December 14, 2020, we entered into $ 534.1 million of notes payable to AIR that are secured by a pledge of the equity interest in the entity that holds a portfolio of assets, however, the assets secure existing senior loans of $ 197.5 million as of June 30, 2021. The notes mature on January 31, 2024 and bear interest at 5.2 %, with accrued interest payable quarterly on January 1, April 1, July 1 and October 1, commencing on April 1, 2021. For the three and six months ended June 30, 2021, we recognized interest expense of $ 6.9 million and $ 13.9 million, respectively associated with the notes payable to AIR. We made interest payments of $ 6.9 million in the quarter which are included in interest payments on notes payable to AIR in operating activities in the condensed consolidated statement of cash flows for the six months ended June 30, 2021 Master Leasing Agreement The Master Leasing Agreement governs the current and any future leasing arrangements between us, as lessee, and AIR, as lessor. The initial term of the Master Leasing Agreement is 18 months (expiring on or about June 14, 2022), with automatic annual extensions (subject to each party’s right to terminate upon notice prior to the end of any such extension term). The Master Leasing Agreement provides that each time the parties thereto wish to execute a lease for a particular property, such parties will cause their applicable affiliates to execute a stand-alone lease. The initial annual rent for any leased property is based on the then-current fair market value of the subject property and market NOI cap rates, subject to certain adjustments, and is further subject to periodic escalation as set forth in the applicable lease, and the other terms thereof, including the initial term and extensions. We have the right to terminate any such lease prior to the end of its term once the leased property is stabilized. In connection with such an early termination, AIR will generally have an option (and not an obligation) to pay us an amount equal to the difference between the property’s fair value at stabilization and the initial value of the leasehold interest, at a five percent discount thereto; if AIR does not exercise such option, we will have the right to cause such property to be sold to a third party, with AIR guaranteed to receive an amount equal to the difference between the property’s fair market value at stabilization and the initial value of the leasehold interest and we will retain any excess proceeds. In the event of such sale of the property, we may also elect to purchase the property at a purchase price equal to the fair market value as agreed upon at the time of lease inception (and may subsequently sell the property to a third party, subject to AIR’s right of first refusal during the first year following our acquisition). If AIR elects not to pay the fee for the development or redevelopment-related improvements, and we decline to purchase the property or cause its sale to a third party, we may elect to rescind our termination of the applicable lease and instead continue such lease in effect in accordance with its terms. We, as lessee, and AIR, as lessor, have entered into leases of five properties currently under construction or in lease-up. Four of the property leases commenced on January 1, 2021: (i) North Tower at Flamingo Point in Miami Beach, Florida, (ii) The Fremont Residences on the Anschutz Medical Campus in Aurora, Colorado, (iii) Prism in Cambridge, Massachusetts (“Prism”), and (iv) 707 Leahy Apartments in Redwood City, California. According to the terms of the respective lease agreements, we had the option to complete the on-going development and redevelopment of such properties and their lease-ups, which we elected on January 1, 2021 . The term of each lease is 25 years except for Prism, which has a lease term of 10 years. During the three months ended June 30, 2021, we, as lessee, and AIR, as lessor, entered into a 25 year finance lease for a 15 -acre plot of land in the San Francisco Bay Area on which we began construction of 16 single family rental homes and 8 accessory dwelling units in June 2021. Initial monthly lease payments approximate $ 2.2 million with aggregate total lease payments of approximately $ 621.1 million. The initial fair market values of the leased assets at the time of lease inception was determined to be $ 475.1 million in the aggregate. In connection with the commencement of the leases, we assumed $ 70.8 million of estimated obligations pursuant to certain construction contracts. As of June 30, 2021, the estimated obligations pursuant to the construction contracts associated with these leases was $ 65.7 million. Due to and from AIR 20 Table of Contents As of June 30, 2021, we have amounts due to and from AIR of $ 16.9 million and $ 2.1 million, respectively. The amounts due to AIR primarily consist of invoices paid on our behalf and accrued interest on the n otes payable to AIR. The amounts due from AIR primarily consist of net cash flows generated by our operating properties. Terry Considine Service Agreement In conjunction with the Separation, we entered into an arrangement with AIR with respect to the services of Terry Considine, an Aimco board member and our former Chief Executive Officer, for services to be rendered by Mr. Considine separate from his services as a board member, including, but not limited to (i) short and long term strategic direction and advice; (ii) transition and executive support to officers and; (iii) advice and consultation with respect to strategic growth and acquisition activities. We are obligated to reimburse AIR for all base salary, short-term incentive amounts and long-term incentive amounts payable by AIR to Mr. Considine for the calendar year 2021 under the terms of his employment agreement with AIR that are in excess of $ 1 million, collectively. For the three and six months ended June 30, 2021, we have recorded $ 1.45 million and $ 2.9 million, respectively, in associated service fees in general and administrative expenses in our condensed consolidated statements of operations. As of June 30, 2021, accrued service fees of $ 2.9 million are included in accrued liabilities and other in our condensed consolidated balance sheets. Guarantee Liability Legal liabilities that relate to occurrences prior to the Separation, including environmental liabilities related to properties that were no longer owned by Aimco or AIR at the time of the Separation, pursuant to the terms of the Separation Agreement, are borne by Aimco Operating Partnership up to the first $ 17.5 million of such liabilities, in the aggregate, and borne by AIR Operating Partnership for any such liabilities in excess of $17.5 million. On the date of Separation, we recognized a guarantee liability of $ 16.4 million based on an estimate of the expected future cash flows required to settle the legal liabilities, including, but not limited to, remediation, settlement and legal costs, discounted by an estimated market discount rate of 4.25 %. The guarantee liability is systematically reduced as costs related to the legal liabilities are incurred, which we estimate will occur through 2023. For the six months ended June 30, 2021, the guarantee liability was reduced by $ 2.5 million. As of June 30, 2021, the guarantee liability of $ 13.9 million is included in accrued liabilities and other in our condensed consolidated balance sheets. Acquisition In February 2021, we acquired The Benson Hotel and Faculty Club (“The Benson Hotel”) development property for $ 6.2 million, net of outstanding construction liabilities of $ 0.9 million. The development property consists of land and initial construction costs. The project is expected to be completed in the first quarter of 2023. Other Significant Transactions Construction Loans On April 15, 2021, we entered into a $ 150 million variable-rate non-recourse construction loan collateralized by our leasehold interest and AIR’s fee ownership interest in Flamingo North Tower. The initial term of the loan is three years and bears interest at one month LIBOR plus 360 basis points subject to a minimum all-in per annum interest rate of 3.85 %. As of June 30, 2021, we had $ 107.9 million of principal outstanding. Certain consolidated subsidiaries have indemnified AIR for any losses it incurs as a result of a default on the loan by Aimco. We recorded $ 3.8 million of deferred financing costs which will be amortized over the three year term of the loan. On June 21, 2021, we entered into a $ 100.7 million variable-rate non-recourse construction loan collateralized by our fee ownership interest in Hamilton on the Bay. The initial term of the loan is three years and bears interest at one month LIBOR plus 320 basis points subject to a minimum all-in per annum interest rate of 3.45%. As of June 30, 2021, we had $ 12.2 million of principal outstanding. We recorded $ 2.3 million of deferred financing costs which will be amortized over the three year term of the loan. If LIBOR ceases to exist during the term of these agreements, the documents associated with these agreements contain language to address a transition to another bench mark rate. It is anticipated LIBOR will be replaced with SOFR, however, if SOFR were to not be available the agreements contain alternate provisions. Acquisitions During the three months ended June 30, 2021, we acquired six land parcels adjacent to our Hamilton on the Bay apartment community, located in Miami’s Edgewater neighborhood, for $ 12.0 million and we began major redevelopment of the existing apartment building at Hamilton on the Bay. The scope of our investment will completely renew the waterfront high-rise which benefits from spacious apartment homes (averaging 1,411 square feet) and an abundance of outdoor and amenity space that was previously underutilized. Subsequent to June 30, 2021, we acquired an additional two parcels for $ 7 million. 21 Table of Contents In February 2021, we acquired The Benson Hotel and Faculty Club (“The Benson Hotel ”) development property for $ 6.2 million, net of outstanding construction liabilities of $ 0.9 million. The development property consists of land and initial construction costs. The project is expected to be completed in the first quarter of 2023 . Note 4 — Commitments and Contingencies Commitments In connection with our development, redevelopment, and other capital additions activities, we have entered into various construction-related contracts and we have made commitments to complete development and redevelopment of certain real estate, pursuant to financing or other arrangements. As of June 30, 2021, our commitments related to these capital activities totaled approximately $ 335.2 million, most of which we expect to incur during the next 24 months. We enter into certain commitments for future purchases of goods and services in connection with the operations of our apartment communities. Those commitments generally have terms of one year or less and reflect expenditure levels comparable to our historical expenditures. We have a commitment to fund an additional $ 37.5 million to IQHQ and currently expect to incur this investment over the next two years. We also have unfunded commitments related to three investments in privately held entities that develop technology related to the real estate industry (“RETV”). During the six months ended June 30, 2021, we contributed $ 0.1 million, leaving an additional funding commitment in the amount of $ 1.0 million, the timing of which is uncertain. Legal Matters From time to time, the Company may be a party to certain legal proceedings, incidental to the normal course of business. While the outcome of the legal proceedings cannot be predicted with certainty, the Company does not expect that these proceedings will have a material effect upon our financial condition or results of operations. Note 5 — Earnings and Dividends per Share and Unit Aimco and Aimco Operating Partnership calculate basic earnings per share of common stock and basic earnings per common unit based on the weighted-average number of shares of common stock and common partnership units outstanding. We calculate diluted earnings per share of common stock and diluted earnings per unit taking into consideration dilutive shares of common stock and common partnership unit equivalents and dilutive convertible securities outstanding during the period. The shares of common stock and common partnership units outstanding at the Separation date are reflected as outstanding for all periods prior to the Separation for purposes of determining earnings per share and per unit. Each of our executives and AIR’s executives received one share of AIV stock and one share of AIR stock at Separation date for unvested shares. We include AIR’s executives’ rights to receive AIV shares upon vesting in our dilutive calculations. Our common stock and common partnership unit equivalents include options to purchase shares of common stock, which, if exercised, would result in Aimco’s issuance of additional shares of common stock and Aimco Operating Partnership’s issuance to Aimco of additional common partnership units equal to the number of shares of common stock purchased under the options. These equivalents also include unvested TSR restricted stock awards that do not meet the definition of participating securities, which would result in an increase in the number of shares of common stock and common partnership units outstanding equal to the number of the shares that vest. Common partnership unit equivalents also include unvested long-term incentive partnership units. We include in the denominator securities with dilutive effect in calculating diluted earnings per share and per unit during these periods. Our time-based restricted stock awards receive non-forfeitable dividends similar to shares of common stock and common partnership units prior to vesting, and our TSR LTIP I units and TSR LTIP II units receive non-forfeitable distributions based on specified percentages of the distributions paid to common partnership units prior to vesting and conversion. The unvested restricted shares and units related to these awards are participating securities. We include the effect of participating securities in basic and diluted earnings per share and unit computations using the two-class method of allocating distributed and undistributed earnings when the two-class method is more dilutive than the treasury stock method. No such items were included in the computation of diluted loss per share for the three months ended June 30, 2021 because the effect of inclusion would be anti-dilutive. 22 Table of Contents Reconciliations of the numerator and denominator in the calculations of basic and diluted earnings per share and per unit for the three and six months ended June 30, 2021 and 2020, are as follows (in thousands, except per share and per unit data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Earnings per share Numerator: Net (loss) income attributable to Aimco common stockholders $ ( 19,690 ) $ 3,063 $ 524 $ 7,491 Denominator – shares: Basic weighted-average common stock outstanding 149,166 148,549 149,082 148,549 Diluted share equivalents outstanding — 20 360 20 Diluted weighted-average common stock outstanding 149,166 148,569 149,442 148,569 Earnings per share – basic $ ( 0.13 ) $ 0.02 $ 0.00 $ 0.05 Earnings per share – diluted $ ( 0.13 ) $ 0.02 $ 0.00 $ 0.05 Earnings per unit Numerator: Net (loss) income attributable to Aimco Operating Partnership's common unitholders $ ( 20,727 ) $ 3,228 $ 568 $ 7,891 Denominator – units Basic weighted-average common partnership units outstanding 157,134 156,480 157,093 156,480 Diluted partnership unit equivalents outstanding — 20 360 20 Diluted weighted-average common partnership units outstanding 157,134 156,500 157,453 156,500 Earnings per unit – basic $ ( 0.13 ) $ 0.02 $ 0.00 $ 0.05 Earnings per unit – diluted $ ( 0.13 ) $ 0.02 $ 0.00 $ 0.05 Note 6 — Fair Value Measurements Recurring Fair Value Measurements In 2020, we paid an upfront premium of $ 12.1 million for the option to enter into an interest rate swap at a future date. This interest rate option, or swaption, provides partial protection against exposure to rising interest rates between now and October 2024. We receive a cash settlement in the future if the prevailing interest rate is higher than the 1.68 % five year swap strike price. The amount of future cash settlement is capped if the prevailing interest rate exceeds 2.78 %. Alternatively, if interest rates were to decrease below the specified strike price, we would not receive a cash settlement. During the six months ended June 30, 2021, we paid an upfront premium of $ 5.6 million (including transaction costs) for the option to enter into an interest rate swap at a future date. This interest rate option, or swaption, provides partial protection against our refinancing interest rate risk relative to our notes payable to AIR and is intended to mitigate interest rate increases between now and January 2024. We receive a cash settlement in the future if the prevailing interest rate is higher than the 3 % strike price on the five year swap rate. Alternatively, if interest rates were to decrease below the specified strike price, we would not receive a cash settlement. From time to time we purchase interest rate caps to provide protection against increases in interest rates on our floating rate debt. The fair value of these interest rate caps are included in the fair value table below. We measure at fair value on a recurring basis our interest rate options, which are presented in other assets in our condensed consolidated balance sheets. Our interest rate options are classified within Level 2 of the GAAP fair value hierarchy, and we estimate their fair value using pricing models that rely on observable market information, including contractual terms, market prices, and interest rate yield curves. The fair value adjustment is included in earnings in Unrealized gains on interest rate options in our condensed consolidated statements of operations. Changes in fair value are reflected as a non-cash transaction in adjustments to arrive at cash flows from operations, and the upfront premium is reflected in purchase of interest rate option in our condensed consolidated statements of cash flows. 23 Table of Contents We have investments of $ 3.3 million in RET V consisting of three privately held entities that develop technology related to the real estate industry. These investments are measured at net asset value (“NAV”) as a practical expedien t . The following table summarizes fair value for our interest rate options and our investment in RETV (in thousands): As of June 30, 2021 As of December 31, 2020 Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Interest rate options $ 27,434 $ — $ 27,434 $ — $ 13,315 $ — $ 13,315 $ — Investment in RETV (1) 3,264 — — — 2,293 — — — (1) Investments measured at fair value using the NAV practical expedient are not classified in the fair value hierarchy. Fair Value Disclosures We believe that the carrying value of the consolidated amounts of cash and cash equivalents, restricted cash, accounts receivable and payables approximated their fair value as of June 30, 2021, and December 31, 2020, due to their relatively short-term nature and high probability of realization. We estimate the fair value of our non-recourse property debt, construction loans, and notes payable to AIR using an income and market approach, including comparison of the contractual terms to observable and unobservable inputs such as market interest rate risk spreads, contractual interest rates, remaining periods to maturity, debt service coverage ratios, and loan to value ratios. We classify the fair value of our non-recourse property debt and construction loans debt within Level 2 of the GAAP fair value hierarchy based on the significance of certain of the unobservable inputs used to estimate its fair value. The carrying amount of the notes payable to AIR approximated their fair value at both June 30, 2021 and December 31, 2020. The following table summarizes carrying value and fair value for our non-recourse property debt and construction loans debt (in thousands): As of June 30, 2021 As of December 31, 2020 Carrying Value Fair Value Carrying Value Fair Value Non-recourse property debt $ 430,951 $ 458,733 $ 449,510 $ 467,010 Construction loans debt 120,123 120,123 — — Note 7 — Variable Interest Entities Consolidated Entities Aimco consolidates Aimco Operating Partnership, a VIE of which Aimco is the primary beneficiary. Aimco, through Aimco Operating Partnership, consolidates all VIEs for which it is the primary beneficiary. Substantially all of the assets and liabilities of Aimco are that of Aimco Operating Partnership. 24 Table of Contents The VIEs that Aimco Operating Partnership consolidate s own interests in real estate. We are the primary beneficiary of the VIEs because we have the power to direct the activities that most significantly impact the entities’ economic performance and have a substantial economic interest. We have six unconsolidated VIEs for which we are not the primary beneficiary because we are not the decision maker. The details of our consolidated and unconsolidated VIEs, excluding those of Aimco Operating Partnership, are summarized in the table below as of June 30, 2021 and December 31, 2020 (in thousands, except for VIE count): June 30, 2021 December 31, 2020 Consolidated Unconsolidated Consolidated Unconsolidated Count of VIEs 7 6 2 6 Assets Real estate, net $ 482,501 $ — $ 310,552 $ — Mezzanine investment — 322,380 — 307,362 Right-of-use lease assets 438,198 — 92,709 — Other assets, net 19,853 25,670 16,949 25,329 Liabilities Deferred tax liabilities 128,279 — 133,842 — Accrued liabilities and other 29,147 — 7,106 — Lease liabilities 437,382 — 86,781 — For the three months ended June 30, 2021, two of our consolidated VIEs closed construction loans. In conjunction with these loans, we made customary guarantees. In certain situations, the lenders may have recourse to our general credit. At June 30, 2021, we estimate the maximum exposure equals the $ 120 million outstanding loan balances. Other consolidated VIE’s creditors do not have recourse to our general credit. Unconsolidated Real Estate Partnerships We own an interest in four apartment communities in San Diego, California, of which we are not the primary beneficiary. Our investment balance of $ 13.1 million and $ 12.8 million as of June 30, 2021 and December 31, 2020, respectively, represents our maximum exposure to loss in these VIEs. One of our other unconsolidated VIE is insignificant to our condensed consolidated balance sheets for both periods presented. Under the terms of the Separation Agreement, AIR has legally assigned all risks and rewards of ownership in its interest in a partnership that owns Parkmerced Apartments, of which it is not the primary beneficiary. Our investment balance of $ 322.4 million as of June 30, 2021, reflected in Mezzanine investment in our condensed consolidated balance sheets, represents our indirect interest in Parkmerced Apartments notes receivable and related accrued interest through our agreement with AIR and represents our maximum exposure to loss in this VIE. Note 8 — Business Segments We have three segments: (i) Development and Redevelopment, (ii) Operating Portfolio, and (iii) Other. Our Development and Redevelopment segment consists of properties that are under construction or have not achieved stabilization, as well as land assemblages that are being held for development adjacent to our Hamilton on the Bay community. Our Operating Portfolio segment includes 24 majority owned residential communities that have achieved stabilized level of operations as of January 1, 2020 and maintained it throughout the current year and comparable period. We aggregate all our apartment communities that have reached stabilization into our Operating Portfolio. Our Other segment consists of properties that are not included in our Developments and Redevelopment or Operating segment. We realigned our segments during the fourth quarter 2020 and have restated historical periods to conform with current segment presentation. Our chief operating decision maker (“CODM”) uses cash flow, construction timeline to completion and actual versus budgeted results to evaluate our properties in our Development and Redevelopment segment. Our CODM uses proportionate property net operating income to assess the operating performance of our Operating Portfolio. Proportionate property net operating income is defined as our share of rental and other property revenues, excluding reimbursements, less direct property operating expenses, net of utility reimbursements, for consolidated communities. In our condensed consolidated statements of operations, utility reimbursements are included in rental and other property revenues, in accordance with GAAP. As of June 30, 2021, our Development and Redevelopment segment includes four real estate investments: Upton Place, Hamilton on the Bay, The Benson Hotel, and our land parcels adjacent to our Hamilton on the Bay community. The Development and Redevelopment segment also includes our five leased properties of which, two are under construction and three are in lease-up but have not achieved stabilization. Our Operating Portfolio segment includes 24 consolidated apartment communities with 6,067 apartment homes. Our Other segment includes 1001 Brickell Bay Drive, our only office building. 25 Table of Contents The following tables present the revenues, proportionate property net operating income, and income before income tax benefit of our segments on a proportionate basis, excluding amounts related to our proportionate share of four apartment communities with apartment homes that we neither manage nor consolidate, for the three and six months ended June 30, 2021 and 2020 (in thousands): Development and Redevelopment Operating Portfolio Other Proportionate and Other Adjustments (1) Corporate and Amounts Not Allocated to Segments Consolidated Three months ended June 30, 2021: Rental and other property revenues $ 2,489 $ 33,329 $ 2,981 $ 1,619 $ — $ 40,418 Property operating expenses 2,102 10,959 1,036 1,501 805 16,403 Other operating expenses not allocated to segments (2) — — — — 28,022 28,022 Total operating expenses 2,102 10,959 1,036 1,501 28,827 44,425 Proportionate property net operating income (loss) 387 22,370 1,945 118 ( 28,827 ) ( 4,007 ) Other items included in income before income tax benefit (3) — — — — ( 19,139 ) ( 19,139 ) Income (loss) before income tax benefit $ 387 $ 22,370 $ 1,945 $ 118 $ ( 47,966 ) $ ( 23,146 ) Development and Redevelopment Operating Portfolio Other Proportionate and Other Adjustments (1) Corporate and Amounts Not Allocated to Segments Consolidated Three months ended June 30, 2020: Rental and other property revenues $ — $ 32,599 $ 3,074 $ 1,492 $ — $ 37,165 Property operating expenses — 10,396 955 1,373 2,598 15,322 Other operating expenses not allocated to segments (2) — — — — 20,655 20,655 Total operating expenses — 10,396 955 1,373 23,253 35,977 Proportionate property net operating income (loss) — 22,203 2,119 119 ( 23,253 ) 1,188 Other items included in income before income tax benefit (3) — — — — ( 107 ) ( 107 ) Income (loss) before income tax benefit $ — $ 22,203 $ 2,119 $ 119 $ ( 23,360 ) $ 1,081 Development and Redevelopment Operating Portfolio Other Proportionate and Other Adjustments (1) Corporate and Amounts Not Allocated to Segments Consolidated Six months ended June 30, 2021: Rental and other property revenues $ 4,746 $ 66,018 $ 6,008 $ 3,450 $ — $ 80,222 Property operating expenses 3,969 22,129 2,021 3,208 2,018 33,345 Other operating expenses not allocated to segments (2) — — — — 55,050 55,050 Total operating expenses 3,969 22,129 2,021 3,208 57,068 88,395 Proportionate property net operating income (loss) 777 43,889 3,987 242 ( 57,068 ) ( 8,173 ) Other items included in income before income tax benefit (3) — — — — 1,361 1,361 Income (loss) before income tax benefit $ 777 $ 43,889 $ 3,987 $ 242 $ ( 55,707 ) $ ( 6,812 ) 26 Table of Contents Development and Redevelopment Operating Portfolio Other Proportionate and Other Adjustments (1) Corporate and Amounts Not Allocated to Segments Consolidated Six months ended June 30, 2020: Rental and other property revenues $ — $ 65,960 $ 6,351 $ 3,163 $ — $ 75,474 Property operating expenses — 20,906 1,945 2,920 4,900 30,671 Other operating expenses not allocated to segments (2) — — — — 41,764 41,764 Total operating expenses — 20,906 1,945 2,920 46,664 72,435 Proportionate property net operating income (loss) — 45,054 4,406 243 ( 46,664 ) 3,039 Other items included in income before income tax benefit (3) — — — — 574 574 Income (loss) before income tax benefit $ — $ 45,054 $ 4,406 $ 243 $ ( 46,090 ) $ 3,613 (1) Represents adjustments for the redeemable noncontrolling interest in consolidated real estate partnership’s share of the results of consolidated communities in our segments, which are included in the related consolidated amounts, but excluded from proportionate property net operating income for our segment evaluation. Also includes the reclassification of utility reimbursements from revenues to property operating expenses for the purpose of evaluating segment results. Utility reimbursements are included in rental and other property revenues in our condensed consolidated statements of operations prepared in accordance with GAAP. (2) Other operating expenses not allocated to segments consists of depreciation and amortization, general and administrative expense, and other operating expenses which are not included in our measure of segment performance. (3) Other items included in income before income tax benefit consists primarily of interest expense, unrealized gain on our interest rate options and mezzanine investment income, net. Net real estate and non-recourse property debt, net, of our segments were as follows (in thousands): Development and Redevelopment Operating Portfolio Other Total As of June 30, 2021: Buildings and improvements $ 169,474 $ 777,568 $ 160,887 $ 1,107,929 Land 70,476 298,459 150,019 518,954 Total real estate 239,950 1,076,027 310,906 1,626,883 Accumulated depreciation ( 1,210 ) ( 493,784 ) ( 32,982 ) ( 527,976 ) Net real estate $ 238,740 $ 582,243 $ 277,924 $ 1,098,907 Non-recourse property debt, net $ 114,309 $ 427,881 $ — $ 542,190 Development and Redevelopment Operating Portfolio Other Total As of December 31, 2020: Buildings and improvements $ 61,813 $ 772,786 $ 160,517 $ 995,116 Land 56,676 298,459 150,018 505,153 Total real estate 118,489 1,071,245 310,535 1,500,269 Accumulated depreciation ( 447 ) ( 469,873 ) ( 24,690 ) ( 495,010 ) Net real estate $ 118,042 $ 601,372 $ 285,845 $ 1,005,259 Non-recourse property debt, net $ — $ 447,967 $ — $ 447,967 27 Table of Contents In addition to the amounts disclosed in the tables above, the Development and Redevelopment segment right-of-use lease assets and lease liabilities as of June 30, 2021 aggregat ed to $ 438.2 million and $ 437.4 million, respectively, related to our investments in Upton Place, North Tower of Flamingo Point, 707 Leahy, The Fremont, Prism , and Robin Drive Land. As of December 31, 2020, the Development and Redevelopment segment right-of-use lease assets and lease liabilities totaled $ 92.7 million and $ 86.8 million, respectively, related to our investment in Upton Place. Note 9 – Subsequent Events Fort Lauderdale Florida Joint Venture In July 2021, we entered into a joint venture to purchase three underdeveloped land parcels located in downtown Fort Lauderdale, FL. The total contract price for the land is $ 49.0 million (of which $ 25.0 million is our 51 % share) and entitlements are in place for the development of approximately three million square feet of multifamily homes and commercial space. The land purchase is expected to close in January 2022 . We have paid $ 2.4 million of the $ 25.0 million commitment. 28 Table of Contents