Forward Looking Statements



The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements in certain circumstances. Certain information
included in this Quarterly Report on Form 10-Q contains or may contain
information that is forward-looking, within the meaning of the federal
securities laws, including, without limitation, statements regarding: the
ongoing relationship between AIR and Aimco (the "Separate Entities") following
the Separation; 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 sales of our apartment communities and the use of
proceeds thereof; the availability and cost of corporate debt; our ability to
comply with debt covenants, including financial coverage ratios; risks related
to the provision of property management services to Aimco and our ability to
collect property management related fees; and risks related to the inability to
fully collect the notes receivable due from Aimco.

These forward-looking statements are based on management's judgment as of this
date, which is subject to risks and uncertainties. Risks and uncertainties that
could cause actual results to differ materially from our expectations include,
but are not limited to: the effects of the coronavirus 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, and the
impact on entities in which AIR holds a partial interest, and the impact of
governmental lockdowns on AIR's residents, commercial tenants, and operations;
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 the pace of job growth and the level of unemployment; the
amount, location and quality of competitive new housing supply; 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 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; 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 Aimco; the relationship
between the Separate Entities after the Separation; the ability and willingness
of the Separate Entities and their subsidiaries to meet and/or perform their
obligations under any contractual arrangements that are entered into among the
parties in connection with the Separation and any of their obligations to
indemnify, defend and hold the other party harmless from and against various
claims, litigation and liabilities; and the ability to achieve some or all the
benefits that we expect to achieve from the Separation; and such other risks and
uncertainties described from time to time in filings by the Separate Entities
with the Securities and Exchange Commission ("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.

Readers should carefully review AIR's financial statements and the notes
thereto, as well as the section entitled "Risk Factors" described in Item 1A of
AIR's and AIR Operating Partnership's combined Annual Report on Form 10-K for
the year ended December 31, 2020, and subsequent documents we file from time to
time with the SEC. These factors should not be construed as exhaustive and
should be read in conjunction with the other cautionary statements that are
included elsewhere in this Quarterly Report on Form 10-Q. We undertake no
obligation to update any forward-looking statement, whether as a result of new
information, future developments or otherwise, except as required by law.

As used herein and except as the context otherwise requires, "we," "our," and
"us" refer to Apartment Income REIT Corp. ("AIR"), Apartment Income REIT, L.P.
("AIR Operating Partnership") and their consolidated subsidiaries, collectively.

Certain financial and operating measures found herein and used by management are
not defined under accounting principles generally accepted in the United States
("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.



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Executive Overview

AIR provides investors with a simple and transparent way to invest in the
multi-family sector with public market liquidity, the safety of a diversified
portfolio of apartment communities with low financial leverage, best-in-class
operations, and sector low general and administrative costs.

Our principal financial objective is to be a low-cost and efficient way to
invest in U.S. multi-family real estate. 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.

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.



The Separation

For financial reporting purposes, GAAP requires that Aimco is presented as the
predecessor ("AIR's Predecessor") for AIR's financial statements. As a result,
unless otherwise stated, financial results prior to the Separation on December
15, 2020 include the financial results of AIR's Predecessor. The financial
results prior to the Separation attributable to the apartment communities
retained by Aimco are presented as discontinued operations and are excluded from
our property net operating income ("NOI").

Operational Excellence



We own and operate a portfolio of stabilized apartment communities, diversified
by both geography and price point. As of June 30, 2021, our portfolio included
96 apartment communities with 26,422 apartment homes in which we held an average
ownership of approximately 93%.

Same Store highlights for the second quarter include:



?
Recognition of 97.9% of all residential revenue billed during the quarter; of
which 96.7% was collected in cash;
?
Average daily occupancy ("ADO") of 95.4%, a year-over-year increase of
approximately 30 basis points due primarily to AIR's recovery efforts since the
onset of COVID-19;
?
For leases signed during the quarter, renewal rents increased by 4.6% and signed
new lease rents increased by 2.7%, for a weighted-average increase of 3.8%; and
?
For leases becoming effective during the quarter, renewal rents increased 3.2%,
whereas transacted new lease rents decreased 0.9%, for a weighted-average
increase of 1.1%.

Same Store Markets



Market conditions and leasing results in the second quarter exceeded our
expectations at the beginning of the year. We continue to emphasize margin and
long-term NOI growth over short-term revenue growth. This approach contributed
to sequential revenue growth of 80 basis points from the first to second
quarter, and more importantly positioned the business for continued acceleration
through the second half of the year and into 2022.

Weighted-average signed lease changes have now trended upwards for 10 consecutive months with July new lease rates up 9.5% through July 27, 2021.



Year-to-date, we have transacted 11,700 leases with a weighted-average rate
increase of 70 basis points compared to the prior lease. We have signed an
additional 4,000 leases with average rate increases of 8.6%. These 15,700 leases
represent approximately 80% of our anticipated full year leasing activity and
have weighted-average rent increases of 2.7%. We anticipate another 3,700 leases
to be signed with blended rent changes in the range of 6%-8%, and a full year
blended rate increase of approximately 3%.

In addition to accelerating market rents, leasing pace has also exceeded
expectations, with second quarter leasing volume 65% ahead of 2020 and 10% above
our previous high in the second quarter of 2019. ADO remained stable in the
second quarter despite significant increases in frictional vacancy due to the
number of lease expirations in peak season. While occupancy remained stable, our
leased percent, which is the percent of total apartment homes currently leased,
improved from 90.7% to 93.1% during the second quarter. As of July 27, 2021, our
leased percentage is now 95%; 800 basis points ahead of the same day last year
and 400 basis points ahead of 2019.

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Portfolio Management

Our portfolio of apartment communities is diversified across "A," "B," and "C+"
price points, averaging "B/B+" in quality, and is also diversified across
several of the largest markets in the United States. 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; as "B" quality apartment
communities those earning rents between 90% and 125% of local market average; as
"C+" quality apartment communities those earning rents greater than $1,100 per
month, but lower than 90% of local market average; and as "C" quality apartment
communities those earning rents less than $1,100 per month and lower than 90% 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," "B," and "C," 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.

The following table summarizes information about our portfolio relative to the market for the three months ended June 30, 2021:



Average revenue per apartment home (1)                      $2,215

Percentage A (average revenue per apartment home $2,832) 44% Percentage B (average revenue per apartment home $1,982) 34% Percentage C+ (average revenue per apartment home $1,760) 22%

(1) Represents average monthly rental and other property revenues (excluding resident reimbursement of utility cost) divided by the number of occupied apartment homes as of the end of the period.



Our average monthly revenue per apartment home was $2,215 for the three months
ended June 30, 2021, representing a decrease of approximately 3% compared to the
same period in 2020.

As of June 30, 2021, we leased four properties to Aimco for development and
redevelopment with an initial value of $467.0 million and quarterly cash lease
income of $6.6 million. AIR has the option to purchase the improved assets at a
discount to their fair value, when property operations are stabilized, currently
expected between January 1, 2024 and January 1, 2025. Additionally, during the
second quarter we leased one vacant land parcel to Aimco, with an initial value
of $12.8 million, quarterly cash lease income of approximately $0.1 million, and
expected stabilization in 2025.

We also 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.

As part of our portfolio strategy, we seek to sell communities with lower
expected free cash flow 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 free cash
flow 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.

Acquisitions and Dispositions



On June 17, 2021, we acquired City Center on 7th, a 700-apartment home community
located in Pembroke Pines, Florida for $223 million. The acquisition was
temporarily funded through borrowings on our revolving credit facility pending
the completion of paired trade transactions later in 2021.

We expect an NOI cap rate of 4.2% during our first year of ownership. An
additional 160 basis points of growth is expected as we invest approximately $10
million in capital enhancements and implement fully our best-in-class operating
platform. Since acquisition 45 days ago, we've signed 27 new leases with rate
increases averaging 21.5%, while increasing occupancy by 70 basis points to
97.1%.

We did not dispose of any apartment communities during the three months ended June 30, 2021.



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Balance Sheet

Components of Leverage

We seek to increase financial returns by using leverage with appropriate caution. We limit risk through our balance sheet structure, employing low leverage, primarily long-dated debt; and we build financial flexibility by maintaining 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.



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, and our preferred equity.
We have notes receivable from Aimco with an aggregate principal amount of $534
million. The notes will mature on January 31, 2024, and are secured by a pool of
properties owned by Aimco. We consider the notes a reduction of leverage as we
expect proceeds to be used to repay current amounts outstanding.

We entered 2021 with approximately $3.2 billion of net leverage. We anticipate
ending 2021 with net leverage of approximately $2.5 billion. The April equity
offering and 2021 property sales are expected to reduce leverage by $920
million. This decline is somewhat offset by borrowings to fund capital projects
and the City Center acquisition at a loan to value of approximately 25%.

Please see the Liquidity and Capital Resources section for additional information regarding our leverage.

Equity Issuance



As previously announced in April 2021, we sold 7.825 million shares of our Class
A Common Stock in a private placement to a large global real estate-focused
investment firm for a cash purchase price of $342 million, net of fees. Proceeds
raised were used to repay $318.4 million of property debt with a
weighted-average interest rate of 4.6%, which resulted in an approximate 0.9x
reduction in Net Leverage to Adjusted EBITDAre. Prepayment penalties incurred in
connection with the debt repayment totaled $33.8 million. The economic cost of
these prepayment penalties is expected to be substantially recovered through
lower future interest expense.

Financing Activities



On April 14, 2021, we closed a new $1.4 billion credit facility, providing
four-to-five-year money at a current all-in cost of 1.6%. The facility is
comprised of a $600 million revolving credit facility and $800 million of
variable rate term loans. Proceeds were used to extend the maturity of our
previous $350 million term loan, repay $213 million of property debt, and reduce
borrowings on our revolving credit facility. The term loans were structured to
maintain our balanced maturity ladder, and to also maximize flexibility through
the ability to prepay freely and extend the maturity date of shorter duration
loans.

On Track Leverage Reduction

We target Net Leverage to Adjusted EBITDAre below 6.0x, with a current target of
5.5x by year-end. Our leverage ratios for the three months ended June 30, 2021
are presented below:

                                          Annualized Current Quarter
Proportionate Debt to Adjusted EBITDAre              7.1x
Net Leverage to Adjusted EBITDAre                    7.3x


Please see 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 and other short-term
purposes and to secure letters of credit. As of June 30, 2021, our share of cash
and restricted cash was $66.6 million and we had the capacity to borrow up to
$248.9 million, under our revolving

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credit facility, bringing total liquidity to $315.5 million. Pro forma for the closing of the July term loan, our liquidity increased to $665.5 million.



We manage our financial flexibility by maintaining an investment grade rating
and holding communities that are unencumbered by property debt. AIR has been
rated BBB by Standard & Poor's. As of June 30, 2021, we held unencumbered
communities with property debt with an estimated fair market value of
approximately $4.2 billion; an increase of 50% from December 31, 2020. We
anticipate seeking an investment grade credit rating from Moody's. In assigning
ratings, Moody's places significant emphasis on the amount of non-recourse
property debt as a percentage of the undepreciated book value of a company's
assets. To achieve Moody's required thresholds, we estimate that a Moody's
investment grade rating will require property debt to approximate $1.8 billion.
At June 30, 2021 our share of property debt is $2.6 billion.

Dividend



On July 27, 2021, our Board of Directors increased our quarterly cash dividend
from $0.43 to $0.44 per share of AIR Common Stock. This amount is payable on
August 27, 2021, to stockholders of record on August 13, 2021.

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.

Our focus on our team and our culture is recognized externally, as well. Out of
hundreds of participating companies in 2021, AIR was one of only six recognized
as a "Top Workplace" in Colorado for each of the past nine years, and was one of
only two real estate companies to receive a BEST award from the Association for
Talent Development in recognition of our company-wide success in talent
development, marking its third consecutive year receiving this award, and
received for the first time the "Top Workplaces 2021" honor from the Washington
Post.

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 (loss) from continuing operations attributable to common stockholders
per common share, on a dilutive basis, decreased $0.42 for the three months
ended June 30, 2021, due primarily to prepayment penalties incurred as a result
of the early payment of property debt and the write-off of deferred financing
costs associated with our previous credit facility, partially offset by an
increase in interest income as further described below. Net income (loss) from
continuing operations attributable to common stockholders per common share, on a
dilutive basis, increased $0.11 for the six months ended June 30, 2021, due
primarily to a gain on derecognition of leased properties and higher interest
income, offset partially by increased prepayment penalties.

Pro forma FFO per share was $0.52 and $1.02, respectively, for the three and six months ended June 30, 2021.

Residential Rent Collection Update



We measure residential rent collection as the amount of payments received as a
percentage of all residential amounts owed. In the second quarter, we recognized
97.9% of all residential revenue owed during the quarter, treating the balance
of 2.1% as bad debt. Of

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the 97.9% of residential revenue recognized, as of quarter-end, we collected in
cash all but 120 basis points, with 96.7% of the residential rents collected.
Year-to-date we have recognized 97.9% of all residential revenue and collected
97.6% of billed rents.

As of June 30, 2021, our proportionate share of gross residential accounts
receivable was $12.7 million. After consideration of tenant security deposits
and reserves for uncollectible amounts, our net exposure is $1.1 million. Most
of this balance is expected to be collected during the third quarter of 2021. Of
our uncollected accounts receivable, 73% relate to California residents.

The state of California has recently expanded the SB-91 rent relief program, to
allow for 100% of past due rents to be paid by state funding (vs. 80%
previously). As of June 30, 2021, we had received $0.7 million in payments under
these programs. We remain cautiously optimistic that this program will allow us
to recover rent that was uncollected in 2020 or 2021. We expect bad debt expense
to decline as emergency ordinances are lifted that suspended legal action to
collect past due rents.

Commercial rental income comprised 2.7% of second quarter revenue. In the second
half of 2021, we expect an increased contribution from commercial tenants as
their businesses re-open and rent payments resume.

Detailed Results of Operations for the Three and Six Months Ended June 30, 2021, Compared to 2020

Net income (loss) from continuing operations decreased by $59.8 million and increased by $24.4 million during the three and six months ended June 30, 2021, respectively, compared to 2020, as more fully described below.

Property Operations



We have two segments: Same Store and Other Real Estate. Our Same Store segment
includes communities that: (i) are owned and managed by AIR and (ii) had reached
a stabilized level of operations. Our Other Real Estate segment includes
communities that do not meet the criteria to be classified as Same Store.

As of June 30, 2021, our Same Store segment included 92 apartment communities with 25,427 apartment homes and our Other Real Estate segment included four apartment communities with 995 apartment homes.

Proportionate Property Net Operating Income (Non-GAAP)



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. Other companies may calculate their
proportionate information differently than we do, limiting the usefulness as a
comparative measure. Because of these limitations, the non-GAAP proportionate
financial information should not be considered in isolation or as a substitute
for information included in our financial statements as reported under GAAP.

We use proportionate property NOI to assess the operating performance of our
communities, which excludes the results of properties retained by Aimco in
connection with the Separation, which are included in discontinued operations.
Proportionate property NOI is a non-GAAP measure that reflects our share of
rental and other property revenues, excluding utility reimbursements, less
direct property operating expenses, net of utility reimbursements, for
consolidated communities. Accordingly, the results of operations of our segments
discussed below are presented on a proportionate ("Ownership-Effected") basis.
In our condensed consolidated statements of operations, utility reimbursements
are included in rental and other property revenues in accordance with GAAP. In
September 2020, we formed a joint venture with a passive institutional investor
to own a portfolio of 12 multi-family communities in California. In order for
both periods to be comparable, we have presented, in addition to the actual
historical changes in results of operations of our segments, the property
operating results as if the California joint venture had closed at the beginning
of the earliest period presented.

We do not include offsite costs associated with property management, casualty
gains or losses, or the results of apartment communities sold, held for sale, or
retained by Aimco in the Separation, which are included in discontinued
operations, reported in consolidated amounts, in our assessment of segment
performance. Accordingly, these items are not allocated to our segment results
discussed below.

Please see Note 8 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.

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                                                                                                        Ownership-Effected
                                      Three Months Ended June 30,           Historical Change               Change (1)
(in thousands)                         2021                 2020              $             %              $             %
Rental and other property
revenues, before utility
reimbursements:
  Same Store                      $      154,154       $      170,392     $  (16,238 )      (9.5 %)   $    (2,978 )      (1.9 %)
  Other Real Estate                        2,395                1,515            880        58.1 %            880        58.1 %
   Total                                 156,549              171,907        (15,358 )      (8.9 %)        (2,098 )      (1.3 %)
Property operating expenses, net
of utility reimbursements:
  Same Store                              45,133               46,398         (1,265 )      (2.7 %)         2,146         5.0 %
  Other Real Estate                        1,355                1,144            211        18.4 %            211        18.4 %
   Total                                  46,488               47,542         (1,054 )      (2.2 %)         2,357         5.3 %
Proportionate property net
operating income:
  Same Store                             109,021              123,994        (14,973 )     (12.1 %)        (5,124 )      (4.5 %)
  Other Real Estate                        1,040                  371            669       180.3 %            669       180.3 %
   Total                          $      110,061       $      124,365     $  (14,304 )     (11.5 %)   $    (4,455 )      (3.9 %)


(1)

Reflects the change for the three months ended June 30, 2021 and 2020, as if the California joint venture had closed on April 1, 2020.



For the three months ended June 30, 2021, compared to 2020, after giving effect
to the sale of partial interest in certain Same Store communities in the
California joint venture, our Same Store proportionate property NOI decreased by
$5.1 million, or 4.5%. This decrease was attributable primarily to a $3.0
million, or 1.9%, decrease in rental and other property revenues due to a 230
basis point decrease in residential rental rates.

The decrease in proportionate property NOI was also attributable to an increase
of $2.1 million, or 5.0%, in Same Store property operating expenses.
Controllable operating expenses, which we define as property expenses less
taxes, insurance, and utility expenses, were up $0.6 million, or 2.8%, compared
to the three months ended June 30, 2020, while real estate taxes and insurance
costs increased by $0.8 million and $0.6 million, respectively.

Other Real Estate proportionate property NOI for the three months ended June 30, 2021, compared to 2020, increased by $0.7 million.



                                                                                                   Ownership-Effected
                                    Six Months Ended June 30,          Historical Change               Change (1)
(in thousands)                        2021               2020            $             %              $             %
Rental and other property
revenues, before utility
reimbursements:
  Same Store                      $     307,151       $  347,148     $  (39,997 )     (11.5 %)   $    (12,870 )     (4.0 %)
  Other Real Estate                       4,106            3,230            876        27.1 %             876       27.1 %
   Total                                311,257          350,378       

(39,121 ) (11.2 %) (11,994 ) (3.7 %) Property operating expenses, net of utility reimbursements:


  Same Store                             89,082           92,383         (3,301 )      (3.6 %)          3,413        4.0 %
  Other Real Estate                       2,570            2,301            269        11.7 %             269       11.7 %
   Total                                 91,652           94,684         (3,032 )      (3.2 %)          3,682        4.2 %
Proportionate property net
operating income:
  Same Store                            218,069          254,765        

(36,696 ) (14.4 %) (16,283 ) (6.9 %)


  Other Real Estate                       1,536              929            607        65.3 %             607       65.3 %
   Total                          $     219,605       $  255,694     $  (36,089 )     (14.1 %)   $    (15,676 )     (6.7 %)


(1)

Reflects the change for the six months ended June 30, 2021 and 2020, as if the California joint venture had closed on January 1, 2020.



For the six months ended June 30, 2021, compared to 2020, after giving effect to
the sale of partial interest in certain Same Store communities in the California
joint venture, our Same Store proportionate property NOI decreased by $16.3
million, or 6.9%. This decrease was attributable primarily to a $12.9 million,
or 4.0%, decrease in rental and other property revenues due to a 210 basis point
decrease in residential rental rates, a 110 basis point increase in bad debt,
and a 60 basis point decrease in ADO.

The decrease in proportionate property NOI was also attributable to an increase
of $3.4 million, or 4.0%, in Same Store property operating expenses.
Controllable operating expenses were up $0.7 million, or 1.8%, compared to the
six months ended June 30, 2020, while real estate taxes and insurance costs
increased by $1.7 million and $0.9 million, respectively.

Other Real Estate proportionate property NOI for the six months ended June 30, 2021, compared to 2020, increased by $0.6 million.

Non-Segment Real Estate Operations



Operating income amounts not attributed to our segments include revenues and
offsite costs associated with property management, casualty losses, write-off of
straight-line rent receivables, and the results of apartment communities sold or
held for sale, reported in consolidated amounts, which we do not allocate to our
segments for purposes of evaluating segment performance.

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For the three months ended June 30, 2021, compared to 2020, non-segment real estate operations were relatively flat.

For the six months ended June 30, 2021, compared to 2020, non-segment real estate operations increased by $5.9 million, or 31.0%, due primarily to:



?
$3.3 million of property management revenues recognized in 2021 related to the
management of Aimco communities as a result of the Separation;
?
$2.9 million of write-off of straight-line rent receivables during 2020, due to
the economic impact of COVID-19;
?
$1.5 million of lower property management expenses; and
?
$1.3 million of lower casualty losses; offset partially by
?
$3.1 million of lower NOI attributable to sold properties and properties leased
to Aimco.

Depreciation and Amortization

For the three and six months ended June 30, 2021, compared to 2020, depreciation and amortization expense was relatively flat.

General and Administrative Expenses



For the three and six months ended June 30, 2021, compared to 2020, general and
administrative expenses decreased by $2.3 million, or 31.0%, and $5.4 million,
or 36.0%, respectively, due primarily to lower personnel costs and structural
changes made to reflect AIR's more focused business model.

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 June 30, 2021, compared to 2020, other expenses, net decreased $1.6 million, or 39.5%, due primarily to unrealized losses on an interest rate derivative recognized in the prior year.

For the six months ended June 30, 2021 compared to 2020, other expenses, net was relatively flat.



Interest Income

For the three and six months ended June 30, 2021, compared to 2020, interest
income increased by $13.4 million and $25.4 million, respectively. Interest
income for the three and six months ended June 30, 2021 includes $6.9 million
and $13.9 million, respectively, of income associated from our notes receivable
from Aimco, and $6.5 million and $12.9 million, respectively, of interest income
associated with the four properties and one land parcel leased to Aimco.

Interest Expense



For the three months ended June 30, 2021, compared to 2020, interest expense
increased by $26.6 million, or 60.1%, due primarily to $37.2 million of
prepayment penalties incurred from the early payment of property debt and the
write-off of deferred financing costs associated with our previous revolving
credit facility and a decrease in capitalized interest related to redevelopment
and development communities, offset partially by lower interest expense on
property-level debt following refinancing and debt payoff activity.

For the six months ended June 30, 2021, compared to 2020, interest expense
increased by $26.8 million, or 33.1%, due primarily to $38.2 million of
prepayment penalties incurred from the early payment of property debt and the
write-off of deferred financing costs associated with our previous revolving
credit facility, a decrease in capitalized interest related to redevelopment and
development communities and an increase in expense related to our term loans,
offset partially by lower interest expense on property-level debt following
refinancing and debt payoff activity.

Through June 30, 2021, we had repaid $535.0 million of property debt with a weighted-average interest rate of 4.25%.

Gain on Derecognition of Leased Properties and Dispositions of Real Estate



During the three and six months ended June 30, 2021, we recognized $3.4 million
and $87.1 million, respectively, of gain associated with the derecognition of
the net book value of the five properties leased to Aimco for redevelopment and
development.

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Mezzanine Investment Income, Net



In connection with the Separation, Aimco was allocated economic ownership of the
mezzanine loan investment and option to acquire a 30% equity interest in the
partnership. Subsequent to the Separation, all risks and rewards of ownership
are Aimco's, but legal transfer is not complete. During the three and six months
ended June 30, 2020, we recognized $6.9 million and $13.7 million, respectively,
of income in connection with the mezzanine loan. For the three and six months
ended June 30, 2021, the mezzanine investment income was offset by an expense to
recognize the requirement that this income be contributed to Aimco.

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 months ended June 30, 2021, compared to 2020, we recognized income
tax benefit of $2.0 million, compared to $0.8 million during the same period in
2020.

For the six months ended June 30, 2021, we recognized income tax expense of $1.0 million, compared to an income tax benefit of $2.1 million during the same period in 2020.

Income from Discontinued Operations, net



For the three and six months ended June 30, 2020, apartment communities that
were included in discontinued operations generated net income of $3.1 million
and $7.2 million, respectively.

Critical Accounting Policies and 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 long-lived assets.

Our critical accounting policies 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, 2020.



In addition to the Critical Accounting Policies and Estimates described in the
Annual Report on Form 10-K, we believe the sales-type lease arrangements entered
into in 2021 require significant judgment.

We have entered into leases of existing properties and a land parcel with Aimco
for redevelopment and development, which are generally accounted for as
sales-type leases in accordance with ASC 842. The terms of such leases range
from 10 to 25 years. We are required to estimate the fair value of the leased
property for the purposes of lease classification and, for sales-type leases,
the rate implicit in the lease. We estimate the fair value of our properties
using various estimates and assumptions, the most significant being the
capitalization rate. As of June 30, 2021, we have assets recorded reflecting our
net investment in such leased properties totaling $479 million. Our net
investment includes the present value of lease payments not yet received, the
present value of the guaranteed amount of the underlying asset's residual value
at the end of the lease term, and the present value of the unguaranteed amount
of the underlying asset's residual value at the end of the lease term. The
present value is determined based on the rate implicit in the lease. The
residual value is based on the current estimated fair value of the leased
property, adjusted for annual depreciation and cost of inflation. Over the
respective lease term, we expect our net investment to be recovered as lease
payments are made by Aimco.

Other than stated above, there have been no other significant changes in our
critical accounting policies 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



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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



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 (loss) 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 the results of operations of properties retained by Aimco in the Separation and certain amounts that are unique or occur infrequently.

In computing Pro forma FFO, we made the following adjustments to NAREIT FFO:



?
Separation costs: during 2021, we incurred tax, legal and other costs in
connection with the separation. We excluded these costs from Pro forma FFO
because we believe they are not representative of ongoing operating performance.
?
Prepayment penalties: as a result of refinancing activities in 2021, we incurred
debt extinguishment costs and wrote-off capitalized deferred financing costs
related to our previous credit facility and the prepayment of debt during the
quarter. We excluded such costs from Pro forma FFO because we believe these
costs are not representative of ongoing operating performance.
?
Non-cash straight-line rent: in 2018, we assumed a 99-year ground lease with
scheduled rent increases. Due to the terms of the lease, GAAP rent expense will
exceed cash rent payments until 2076. We include the cash rent payments for this
ground lease in Pro forma FFO but exclude the incremental straight-line non-cash
rent expense. The rent expense for this lease is included in other expenses,
net, on our consolidated statements of operations.
?
Incremental cash received from leased properties: commencing on January 1 2021
and June 1, 2021, we leased four properties and one land parcel, respectively,
to Aimco for redevelopment and development, which resulted in derecognizing the
net book value of these properties and recording of leased real estate assets on
the respective lease commencement date. During the three and six months ended
June 30, 2021, we recognized $3.4 million and $87.1 million of gain,
respectively, associated with these transactions. Due to the terms of these
leases, during 2021 cash received exceeded GAAP income. We include the cash
lease income in Pro forma FFO.

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.

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NAREIT FFO and Pro forma FFO are calculated as follows (in thousands, except per
share data):

                                                   Three Months Ended      Six Months Ended
                                                        June 30,               June 30,
                                                          2021                   2021
Net income (loss) attributable to AIR common
stockholders                                      $            (18,030 )   $          65,166
Adjustments:
Real estate depreciation and amortization, net
of noncontrolling partners' interest                            69,588      

139,083


Gain on derecognition of leased properties and
dispositions of real estate                                     (3,353 )             (87,385 )
Income tax adjustments related to gain on
dispositions and other tax-related items                        (1,528 )                 272
Common noncontrolling interests in AIR OP's
share of above Adjustments                                      (3,217 )              (2,573 )
Amounts allocable to participating securities                       (7 )                   -
NAREIT FFO attributable to AIR common
stockholders                                      $             43,453     $         114,563
Adjustments, all net of common noncontrolling
interests in AIR Operating Partnership and
participating securities:
Separation costs                                                   285                 2,342
Prepayment penalties                                            36,047                36,990
Non-cash straight-line rent                                        635                 1,270
Incremental cash received from leased
properties                                                         140                   294
Pro forma FFO                                     $             80,560     $         155,459

Weighted-average common shares outstanding -
basic                                                          154,608      

151,609


Dilutive common share equivalents                                  504                   474
Pro forma shares and dilutive share equivalents
used to calculate Pro forma FFO per share                      155,112      

152,083



Net income (loss) attributable to AIR per
common share - basic and diluted                  $              (0.12 )   $            0.43
NAREIT FFO per share - diluted                    $               0.28     $            0.75
Pro forma FFO per share - diluted                 $               0.52     $            1.02


Please see the Results of Operations section for discussion of the factors affecting our Pro forma FFO for 2021.

The AIR Operating Partnership does not separately compute or report NAREIT FFO
or Pro forma FFO. However, based on AIR's method for allocation of such amounts
to noncontrolling interests in the AIR Operating Partnership, as well as limited
differences between the amounts of net income attributable to AIR's common
stockholders and the AIR Operating Partnership's unitholders during the periods
presented, NAREIT FFO and Pro forma FFO amounts on a per unit basis for the AIR
Operating Partnership would be expected to be substantially the same as the
corresponding per share amounts for AIR.

Leverage Ratios



As discussed under the Balance Sheet heading, we target Net Leverage to Adjusted
EBITDAre below 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.

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, and our term loans.
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 further reduce our recorded
debt by our notes receivable from Aimco, the proceeds from which we expect will
be used to pay down property debt.

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.


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The reconciliation of total indebtedness to Proportionate Debt and Preferred Equity, as used in our leverage ratios, is as follows (in thousands):



                                                                    June 30, 2021
Total indebtedness                                                 $      4,208,661
Adjustments:

Debt issuance costs related to non-recourse property debt and term loans

18,115


Proportionate share adjustments related to debt obligations                (478,232 )
Cash and restricted cash                                                    (80,701 )
Tenant security deposits included in restricted cash                        

9,823


Proportionate share adjustments related to cash and restricted
cash                                                                          4,305
Notes receivable from Aimco                                                (534,127 )
  Proportionate Debt                                               $      3,147,844
Perpetual preferred stock                                                     2,000
Preferred noncontrolling interests in AIR Operating Partnership              79,375
  Net Leverage                                                     $      3,229,219


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, depreciation and amortization expense, which we have
further adjusted for:

?
gains and losses on the derecognition of leased properties and dispositions of
depreciated property;
?
impairment write-downs of depreciated property; and
?
adjustments to reflect our share of EBITDAre of investments in unconsolidated
entities.

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 to exclude
the effect of the following items for the reasons set forth below:

?
net income attributable to noncontrolling interests in consolidated real estate
partnerships and EBITDAre adjustments attributable to noncontrolling interests,
to allow investors to compare a measure of our earnings before the effects of
our capital structure and indebtedness with that of other companies in the real
estate industry;
?
the amount of interest income recognized related to our investment in the
subordinated tranches in a securitization trust holding primarily AIR property
debt, as we view our interest cost on this debt to be net of any interest income
received;
?
the income recognized related to our notes receivable from Aimco, as their
proceeds are expected to be used to repay current amounts outstanding;
?
the amount by which GAAP rent expense exceeds cash rents for a long-term ground
lease for which expense exceeds cash payments until 2076. The excess of GAAP
rent expense over the cash payments for this lease does not reflect a current
obligation that affects our ability to service debt; and
?
the amount by which cash exceeds GAAP lease income for the four properties and
one vacant land parcel leased to Aimco for redevelopment and development.

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The reconciliation of net income to EBITDAre and Adjusted EBITDAre, as used in our leverage ratios, is as follows (in thousands):



                                                               Three Months Ended
                                                                  June 30, 2021
Net loss                                                      $             (19,687 )
Adjustments:
Interest expense                                                             70,807
Income tax benefit                                                           (2,035 )
Depreciation and amortization                                                75,791

Gain on derecognition of leased properties and dispositions of real estate

                                                               (3,353 )
EBITDAre                                                      $             

121,523

Net loss from continuing operations attributable to noncontrolling interests in consolidated real estate partnerships

2,397

EBITDAre adjustments attributable to noncontrolling interests

(9,200 ) Interest income on securitization investment and notes receivable from Aimco

                                                        (9,215 )
Pro forma FFO adjustments, net (1)                                          

4,822


  Adjusted EBITDAre                                           $             

110,327


  Annualized Adjusted EBITDAre                                $             

441,308

(1)


Pro forma adjustments, net, includes pro forma adjustments to NAREIT FFO under
the heading NAREIT Funds From Operations and Pro forma Funds From Operations,
excluding items that are not included in EBITDAre such as prepayment penalties,
net and amounts attributable to noncontrolling interest share, and a $1.9
million adjustment to reflect the acquisition of City Center on 7th as if the
transaction closed on April 1, 2021.



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 $1.4 billion credit facility, proceeds from our notes
receivable from Aimco, and proceeds from equity offerings.

As of June 30, 2021, our available liquidity was $319.8 million, which consisted of:



?
$59.4 million in cash and cash equivalents;
?
$11.5 million of restricted cash, excluding amounts related to tenant security
deposits, which consists primarily of escrows held by lenders for capital
additions, property taxes, and insurance; and
?
$248.9 million of available capacity to borrow under our revolving credit
facility after consideration of letters of credit backed by the facility.

Pro forma for the closing of the July term loan, our liquidity increased to $669.8 million.



Additional liquidity may also be provided through property debt financing at
properties unencumbered by debt and proceeds from our notes receivable from
Aimco. As of June 30, 2021, we held unencumbered communities with property debt
with an estimated fair market value of approximately $4.2 billion, an increase
of 50% from December 31, 2020.

Uses for liquidity include normal operating activities, payments of principal
and interest on outstanding property 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
our 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 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, through primarily
non-recourse, long-term 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.

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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. Currently, interest rates are low
compared to historical levels and financing is readily available. 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. 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.

Historically, our primary source of leverage is property-level, non-recourse,
long-dated, fixed-rate, amortizing debt. As of June 30, 2021, approximately
67.9% of our total leverage consisted of property-level, non-recourse,
long-dated, amortizing debt. As of June 30, 2021, approximately 99.4% of our
property-level debt is fixed-rate, which provides a hedge against increases in
interest rates, capitalization rates, and inflation. The weighted-average
remaining term to maturity of our property-level debt was 8.9 years. On average,
1.7% of our unpaid principal balances will mature each year from 2021 through
2023.

The following table summarizes the payments due under our debt commitments, excluding debt issuance costs, as of June 30, 2021 (in thousands):



                                                                                               More than Five
                                                             1-3 Years        3-5 Years        Years (2026 and
                          Total        Remaining 2021       (2022-2023)      (2024-2025)         Thereafter)
Non-recourse
property debt (1)      $ 3,079,576     $        26,576     $     269,697     $    464,957     $       2,318,346
Revolving credit
facility borrowings
(2)                        347,200                   -                 -          347,200                     -
Term loans (3)             800,000                   -                 -          600,000               200,000
  Total                $ 4,226,776     $        26,576     $     269,697     $  1,412,157     $       2,518,346


(1)
Includes scheduled principle amortization and maturity payments.
(2)
Includes outstanding borrowings on our revolving credit facility assuming
repayment at the contractual maturity date.
(3)
Includes outstanding borrowings on our term loans assuming exercise of extension
options.

As of June 30, 2021, our preferred equity, which includes outstanding preferred
OP Units and outstanding perpetual preferred stock, represented approximately
2.1% of our total leverage. Preferred OP Units are redeemable at the holder's
option and our preferred stock is redeemable by AIR on or after December 15,
2025. For illustrative purposes, we compute the weighted-average maturity of our
preferred OP Units assuming a 10-year maturity and our preferred stock assuming
it is called at the expiration of the no-call period.

The combination of non-recourse property-level debt, borrowings under our
revolving credit facility, our term loans, our preferred OP Units, and our
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 7.6 years as of June 30, 2021.

Under our 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, and a
Maximum Unsecured Leverage ratio no greater than 0.60 to 1.00. We were in
compliance with these covenants as of June 30, 2021 and expect to remain in
compliance during the next 12 months.

We like the discipline of financing a portion of our real estate investments
through the use of fixed-rate, amortizing, non-recourse property debt, as the
amortization gradually reduces our leverage and reduces our refunding risk, and
the fixed-rate provides a hedge against increases in interest rates, and the
non-recourse feature avoids entity risk.

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 six months ended June 30, 2021, net cash provided by operating
activities was $93.8 million. Our operating cash flow is affected primarily by
rental rates, occupancy levels, and operating expenses related to our portfolio
of apartment communities. Cash provided by operating activities for the six
months ended June 30, 2021, decreased by $90.6 million compared to the same
period in 2020. The decrease was due primarily to lower contribution from our
apartment communities, which were negatively impacted by lower residential
rental rates and increased bad debt expense, offset partially by higher ADO,
increased late fees and a recovery in commercial rents.

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Investing Activities

For the six months ended June 30, 2021, our net cash used in investing activities of $199.5 million consisted primarily of purchases of real estate and capital expenditures, offset partially by the maturation of debt investments.



Capital additions totaled $61.6 million and $167.7 million during the six months
ended June 30, 2021 and 2020, 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 four primary categories:



?
capital replacements, which do not increase the useful life of an asset from its
original purchase condition. Capital replacements represent capital additions
made to replace the portion of our investment in acquired apartment communities
consumed during our period of ownership;
?
capital improvements, which represent capital additions made to replace the
portion of acquired apartment communities consumed prior to our period of
ownership;
?
capital enhancements, which may include kitchen and bath remodeling, energy
conservation projects, and investments in more durable, longer-lived materials
designed to reduce costs, and do not significantly disrupt property operations;
and
?
other additions, which represent capital additions: (i) contemplated in the
underwriting of our recently acquired communities; (ii) prior to the Separation,
costs intended to enhance the value of the apartment community through the
ability to generate higher average rental rates, and may include costs related
to entitlement, which enhance the value of a community through increased
density, and costs related to renovation of exteriors, common areas, or
apartment homes; (iii) construction and related capitalized costs associated
with the ground-up development of apartment communities prior to the Separation;
and (iv) capitalized costs incurred in connection with the restoration of an
apartment community after a casualty event. We expect these amounts to be
significantly reduced under our business model. After the Separation, certain
properties are leased to Aimco for redevelopment and development.

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. We have also excluded from these measures indirect capitalized costs,
which are not yet allocated to communities with capital additions, and their
related capital spending categories.

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):

                                                    Six Months Ended June 30,
                                                 2021                       2020
Capital replacements                     $             15,645       $              15,203
Capital improvements                                    3,904                       3,717
Capital enhancements                                   37,641                      13,661
Other capital expenditures                              4,457                     135,091
  Total capital additions                $             61,647       $             167,672
Plus: additions related to apartment
communities sold                                            -               

1,631


  Consolidated capital additions         $             61,647       $       

169,303


Plus: net change in accrued capital
spending from continuing operations                    14,822               

2,324


Total capital expenditures from
continuing operations per
condensed consolidated statement of
cash flows                               $             76,469       $       

171,627




For the six months ended June 30, 2021 and 2020, we capitalized $1.1 million and
$3.7 million of interest costs, respectively, and $7.9 million and $9.3 million
of other direct and indirect costs, respectively.

Other capital expenditures decreased by $130.6 million for the six months ended
June 30, 2021, compared to 2020, due primarily to increased spend incurred in
2020 related to the redevelopment and development of properties that have
subsequently been leased to Aimco effective January 1, 2021.

Financing Activities



Net cash provided by financing activities for the six months ended June 30, 2021
decreased by $127.6 million compared to 2020. The change was due primarily to
proceeds from the April closing of the credit facility and the issuance of
Common Stock in a private

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placement for $342.2 million, net of fees, offset partially higher principal repayments on non-recourse debt and the repayment of our previous term loan.

Equity and Partners' Capital Transactions

The following table presents the AIR Operating Partnership's distribution activity (including distributions paid to AIR) during the six months ended June 30, 2021 (in thousands):



Cash distributions paid by the AIR Operating Partnership to common    $   138,912
unitholders (1)
Cash distributions paid by the AIR Operating Partnership to                 

3,300


preferred unitholders
Cash distributions paid to holders of noncontrolling interests in           4,836
consolidated real estate partnerships

Total cash distributions paid by the AIR Operating Partnership $ 147,048

(1)

$131.7 million represented distributions to AIR, and $7.3 million represented distributions paid to holders of common OP Units.

The following table presents AIR's dividend and distribution activity during the six months ended June 30, 2021 (in thousands):



Cash dividends paid by AIR to common stockholders                     $   

131,654


Cash distributions paid to AIR preferred stockholders                       

93


Cash distributions paid to holders of noncontrolling interests in           4,836
consolidated real estate partnerships
Cash distributions paid to holders of OP Units                             

10,465


  Total cash dividends and distributions paid by AIR                  $   147,048


Future Capital Needs

We expect to fund any future acquisitions and other capital spending principally
with proceeds from apartment community sales, short-term borrowings, debt and
equity financing, 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 2021 and
beyond.

© Edgar Online, source Glimpses