SEC Comment Letter for APARTMENT INVESTMENT & MANAGEMENT CO (AIV) (CIK 0000922864) (AIV) — Apr 27, 2015
APARTMENT INVESTMENT & MANAGEMENT CO (AIV) (CIK 0000922864)
Date: April 27, 2015 · CIK: 0000922864 · Accession: 0000000000-15-023264
AI Filing Summary & Sentiment
Letter
April 27 , 2015 Via E -mail Ernest M. Freedman Executive Vice President and Chief Financial Officer Apartment Investment and Management Company and AIMCO Properties, L.P. 4582 South Ulster Street, Suite 1100 Denver, CO 80237 AIMCO Properties, L.P. Form 10-K for the fiscal year ended December 31, 2014 Filed April 24, 2015 File No. 0 -24497
Re: Apartment Investment and Management Company Form 10-K for the fiscal year ended December 31, 2014 Filed February 2 7, 2015 File No. 1 -13232
Dear Mr. Freedman :
We have limited our review of your filing to the financial statements and related disclosures and have the following comment . In our comment , we may ask you to provide u s with information so we may better understand your disclosure.
Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this comment , we may have additional comments.
Balance Sheet and Liquidity, page 22 1. We note your use of pro forma and actual leverage ratios. It does not appear your presentation of these leverage ratios complies with Item 10(e) of Regulation S -K. Please revise future periodic filings to disclose that these leverage ratios are non -GAAP, disclose how management deems the measures useful, and provide a reconciliation of any non-GAAP measures used in these leverage ratios. Your reconciliation should reconcile any non -GAAP measure s to the most directly comparable financial measure or measures calculated and presented in accordance with GAAP. Further, your reconciliation of your pro forma measures should include an explanation of any assumptions made. Please provide us with an exa mple of your proposed disclosure.
Ernest M. Freedman Apartment In vestment and Management Company and AIMCO Properties, L.P. April 27 , 2015 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchang e Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comment , please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commissi on from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Mark Raki p, Staff Accountant at 202.551.3573 or the undersigned at 202.551.3295 with any questions.
Sincerely,
/s/ Jennifer Monick
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April 27 , 2015 Via E -mail Ernest M. Freedman Executive Vice President and Chief Financial Officer Apartment Investment and Management Company and AIMCO Properties, L.P. 4582 South Ulster Street, Suite 1100 Denver, CO 80237 Re: Apartment Investment and Management Company Form 10-K for the fiscal year ended December 31, 2014 Filed February 2 7, 2015 File No. 1 -13232 AIMCO Properties, L.P. Form 10-K for the fiscal year ended December 31, 2014 Filed April 24, 2015 File No. 0 -24497 Dear Mr. Freedman : We have limited our review of your filing to the financial statements and related disclosures and have the following comment . In our comment , we may ask you to provide u s with information so we may better understand your disclosure. Please respond to this comment within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment , we may have additional comments. Balance Sheet and Liquidity, page 22 1. We note your use of pro forma and actual leverage ratios. It does not appear your presentation of these leverage ratios complies with Item 10(e) of Regulation S -K. Please revise future periodic filings to disclose that these leverage ratios are non -GAAP, disclose how management deems the measures useful, and provide a reconciliation of any non-GAAP measures used in these leverage ratios. Your reconciliation should reconcile any non -GAAP measure s to the most directly comparable financial measure or measures calculated and presented in accordance with GAAP. Further, your reconciliation of your pro forma measures should include an explanation of any assumptions made. Please provide us with an exa mple of your proposed disclosure. Ernest M. Freedman Apartment In vestment and Management Company and AIMCO Properties, L.P. April 27 , 2015 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchang e Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comment , please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commissi on from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Mark Raki p, Staff Accountant at 202.551.3573 or the undersigned at 202.551.3295 with any questions. Sincerely, /s/ Jennifer Monick Jennifer Monick Staff Accountant