10-K 1 ccp4.htm FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

UNITED SATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549


Form 10-K

(Mark One)

[X]

ANNUAL REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2005


or


[ ]

TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from _________to _________


Commission file number 0-11002


CONSOLIDATED CAPITAL PROPERTIES IV

(Name of small business issuer in its charter)


California

94-2768742

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

(Identification No.)


55 Beattie Place, PO Box 1089

Greenville, South Carolina  29602

(Address of principal executive offices)


Issuer's telephone number    (864) 239-1000


Securities registered under Section 12(b) of the Exchange Act:


None


Securities registered under Section 12(g) of the Exchange Act:


Units of Limited Partnership Interests

(Title of class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X  No___


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Exchange Act Rule 12b-2). Large Accelerated [ ], Accelerated Filer [ ], Non-Accelerated Filer [X]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]


State the aggregate market value of the voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests as of December 31, 2005.  No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE

None







The matters discussed in this report contain certain forward-looking statements, including, without limitation, statements regarding future financial performance and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors including, without limitation: national and local economic conditions; the terms of governmental regulations that affect the Registrant and interpretations of those regulations; the competitive environment in which the Registrant operates; financing risks, including the risk that cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including variations of real estate values and the general economic climate in local markets and competition for tenants in such markets; litigation, including costs associated with prosecuting and defending claims and any adverse outcomes, and possible environmental liabilities. Readers should carefully review the Registrant's financial statements and the notes thereto, as well as the risk factors described in the documents the Registrant files from time to time with the Securities and Exchange Commission.


PART I


Item 1.

Description of Business


Consolidated Capital Properties IV (the "Partnership" or "Registrant") was organized on September 22, 1981 as a limited partnership under the California Uniform Limited Partnership Act.  On December 18, 1981, the Partnership commenced a public offering for the sale of 200,000 units (the "Units") with the general partner's right to increase the offering to 400,000 units.  The Units represent equity interests in the Partnership and entitle the holders thereof to participate in certain allocations and distributions of the Partnership. The sale of Units closed on December 14, 1983, with 343,106 Units sold at $500 each, or gross proceeds of $171,553,000 to the Partnership.  Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions.


By the end of fiscal year 1985, approximately 73% of the proceeds raised had been invested in 48 properties. Of the remaining 27%, 11% was required for organizational and offering expenses, sales commissions and acquisition fees, and 16% was retained in Partnership reserves for project improvements and working capital as required by the Partnership Agreement.


The general partner of the Partnership is ConCap Equities, Inc., a Delaware corporation (the "General Partner" or "CEI").  The General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The directors and officers of the General Partner also serve as executive officers of AIMCO.  The Partnership Agreement provides that the Partnership is to terminate on December 31, 2011 unless terminated prior to that date.


The Partnership's primary business and only industry segment is real estate related operations.  The Partnership is engaged in the business of operating and holding real estate properties for investment.  As of the close of fiscal year 1985, the Partnership had completed its property acquisition stage and had acquired 48 properties. At December 31, 2005, the Partnership owned 11 income-producing properties (or interests therein), which range in age from 29 to 34 years old and are principally located in the midwest, southeastern and southwestern United States.  Prior to 2004, the Partnership had disposed of 34 properties originally owned by the Partnership.  Three properties were sold in 2004. See "Item 2. Description of Properties" for further information about the Partnership's remaining properties.






Item 1.A

Risk Factors


The real estate business in which the Partnership is engaged is highly competitive.  There are other residential properties within the market area of the Partnership's properties. The number and quality of competitive properties, including those which may be managed by an affiliate of the General Partner, in such market area could have a material effect on the rental market for the apartments at the Partnership's properties and the rents that may be charged for such apartments.  While the General Partner and its affiliates own and/or control a significant number of apartment units in the United States, such units represent an insignificant percentage of total apartment units in the United States and competition for the apartments is local.


Laws benefiting disabled persons may result in the Partnership's incurrence of unanticipated expenses.  Under the Americans with Disabilities Act of 1990, or ADA, all places intended to be used by the public are required to meet certain Federal requirements related to access and use by disabled persons. Likewise, the Fair Housing Amendments Act of 1988, or FHAA, requires apartment properties first occupied after March 13, 1990 to be accessible to the handicapped.  These and other Federal, state and local laws may require modifications to the Partnership's properties, or restrict renovations of the properties.  Noncompliance with these laws could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although the General Partner believes that the Partnership's properties are substantially in compliance with the present requirements, the Partnership may incur unanticipated expenses to comply with the ADA and the FHAA.


Both the income and expenses of operating the properties owned by the Partnership are subject to factors outside of the Partnership's control, such as changes in the supply and demand for similar properties resulting from various market conditions, increases/decreases in unemployment or population shifts, changes in the availability of permanent mortgage financing, changes in zoning laws, or changes in patterns or needs of users.  In addition, there are risks inherent in owning and operating residential properties because such properties are susceptible to the impact of economic and other conditions outside of the control of the Partnership.


From time to time, the Federal Bureau of Investigation, or FBI, and the United States Department of Homeland Security issue alerts regarding potential terrorist threats involving apartment buildings. Threats of future terrorist attacks, such as those announced by the FBI and the Department of Homeland Security, could have a negative effect on rent and occupancy levels at the Partnership’s properties. The effect that future terrorist activities or threats of such activities could have on the Partnership’s operations is uncertain and unpredictable. If the Partnership were to incur a loss at a property as a result of an act of terrorism, the Partnership could lose all or a portion of the capital invested in the property, as well as the future revenue from the property.


There have been, and it is possible there may be other, Federal, state and local legislation and regulations enacted relating to the protection of the environment. The Partnership is unable to predict the extent, if any, to which such new legislation or regulations might occur and the degree to which such existing or new legislation or regulations might adversely affect the properties owned by the Partnership.


The Partnership monitors its properties for evidence of pollutants, toxins and other dangerous substances, including the presence of asbestos.  In certain cases environmental testing has been performed which resulted in no material adverse conditions or liabilities.  In no case has the Partnership received notice that it is a potentially responsible party with respect to an environmental clean up site.






The Partnership has no employees. Property management and administrative services are provided by the General Partner and by agents of the General Partner.  The General Partner has also selected an affiliate to provide real estate advisory and asset management services to the Partnership.  As advisor, such affiliate provides all Partnership accounting and administrative services, investment management, and supervisory services over property management and leasing.


A further description of the Partnership's business is included in "Management's Discussion and Analysis of Financial Condition and Results of Operation" included in "Item 7" of this Form 10-K.


Transfers of Control


Upon the Partnership's formation in 1981, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Management Company ("CCMC"), a California general partnership, was the non-corporate general partner.  In 1988, through a series of transactions, Southmark Corporation ("Southmark") acquired a controlling interest in CCEC.  In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code.  In 1990, as part of its reorganization plan, CEI acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and CEI replaced CCEC as managing general partner in all 16 partnerships.  The selection of CEI as the sole managing general partner was approved by a majority of the Limited Partners in the Partnership and in each of the affiliated partnerships pursuant to a solicitation of the Limited Partners dated August 10, 1990.  As part of this solicitation, the Limited Partners also approved an amendment to the Partnership Agreement to limit changes of control of the Partnership, and the conversion of CCMC from a general partner to a special limited partner, thereby leaving CEI as the sole general partner of the Partnership. On November 14, 1990, CCMC was dissolved and its special limited partnership interest was divided among its former partners.  All of CEI's outstanding stock was owned by Insignia Properties Trust ("IPT").


Pursuant to a series of transactions which closed on October 1, 1998 and February 26, 1999, Insignia Financial Group, Inc. and IPT merged into AIMCO, a publicly traded real estate investment trust, with AIMCO being the surviving corporation (the "Insignia Merger"). As a result, AIMCO acquired 100% ownership interest in the General Partner. The General Partner does not believe that this transaction has had or will have a material effect on the affairs and operations of the Partnership.






Item 2.

Description of Properties


The Partnership originally acquired 48 properties of which seventeen (17) were sold, ten (10) were conveyed to lenders in lieu of foreclosure, and ten (10) were foreclosed upon by the lenders. As of December 31, 2005, the Partnership owned eleven (11) apartment complexes.  Additional information about the properties is found in "Item 8. Financial Statements and Supplementary Data".


 

Date of

  

Property

Purchase

Type of Ownership

Use

    

The Apartments (1)

04/84

Fee ownership, subject to

Apartment

Omaha, Nebraska

 

a first mortgage

204 units

Arbours of Hermitage Apts. (1)

09/83

Fee ownership subject to

Apartment

Nashville, Tennessee

 

a first mortgage

350 units

Belmont Place Apts. (2)

08/82

Fee ownership subject to

Apartment

Marietta, Georgia

 

a first mortgage

326 units

Citadel Apts. (1)

05/83

Fee ownership subject

Apartment

El Paso, Texas

 

to first and second

261 units

  

mortgages

 

Citadel Village Apts. (1)

12/82

Fee ownership subject

Apartment

Colorado Springs, Colorado

 

to a first mortgage

122 units

Foothill Place Apts. (2)

08/85

Fee ownership subject

Apartment

Salt Lake City, Utah

 

to a first mortgage

450 units

Knollwood Apts. (1)

07/82

Fee ownership subject

Apartment

Nashville, Tennessee

 

to a first mortgage

326 units

Lake Forest Apts.

04/84

Fee ownership subject

Apartment

Omaha, Nebraska

 

to first and second

 
  

mortgages

312 units

Post Ridge Apts. (2)

07/82

Fee ownership subject

Apartment

Nashville, Tennessee

 

to first and second

150 units

  

mortgages

 

Rivers Edge Apts. (2)

04/83

Fee ownership subject

Apartment

Auburn, Washington

 

to a first mortgage

120 units

Village East Apts. (1)

12/82

Fee ownership subject

Apartment

Cimarron Hills, Colorado

 

to a first mortgage

137 units


(1)

Property is held by a limited partnership and/or limited liability corporation in which the Partnership owns a 100% interest.


(2)

Property is held by a limited partnership in which the Partnership owns a 99% interest.


On March 31, 2004, the Partnership sold Point West Apartments to a third party, for a gross sale price of $3,900,000.  The net proceeds realized by the Partnership were approximately $3,794,000 after payment of closing costs of approximately $106,000.  The Partnership used approximately $2,204,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $3,210,000 for the year ended December 31, 2004, as a result of this sale.  This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations.  The property’s operations, losses of approximately $87,000 and $62,000 for the years ended December 31, 2004, and 2003, respectively, are included in income from discontinued operations and include revenues of approximately $189,000, and $811,000, respectively.  In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $48,000 for the year ended December 31, 2004 due to the write-off of





unamortized loan costs, which is also included in income from discontinued operations in the accompanying consolidated statements of operations.


On October 29, 2004, the Partnership sold Nob Hill Villa Apartments to a third party, for a gross sale price of $10,700,000.  The net proceeds realized by the Partnership were approximately $10,519,000 after payment of closing costs of approximately $181,000.  The Partnership used approximately $6,328,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $7,962,000 for the year ended December 31, 2004, as a result of this sale.  This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations. The property’s operations, a loss of approximately $108,000 and income of approximately $24,000 for the years ended December 31, 2004, and 2003, respectively, are included in income from discontinued operations and include revenues of approximately $2,071,000, and $2,642,000, respectively.  In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $23,000 for the year ended December 31, 2004 due to the write-off of unamortized loan costs, which is also included in income from discontinued operations in the accompanying consolidated statements of operations.  


On October 29, 2004, the Partnership sold Briar Bay Apartments to a third party, for a gross sale price of $20,352,000.  The net proceeds realized by the Partnership were approximately $19,644,000 after payment of closing costs of approximately $708,000.  The Partnership used approximately $3,500,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $18,109,000 for the year ended December 31, 2004, as a result of this sale.  This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations.  The property’s operations, income of approximately $308,000 and $637,000 for the years ended December 31, 2004, and 2003, respectively, are included in income from discontinued operations and include revenues of approximately $1,574,000, and $1,805,000, respectively.  In addition, for the year ended December 31, 2004 the Partnership recorded a loss on early extinguishment of debt of approximately $16,000 due to the write-off of unamortized loan costs and approximately $98,000 due to pre-payment penalties paid. These amounts are included in income from discontinued operations in the accompanying consolidated statements of operations.





Schedule of Properties


Set forth below for each of the Partnership’s properties is the gross carrying value, accumulated depreciation, depreciable life, method of depreciation and Federal tax basis.


 

Gross

    
 

Carrying

Accumulated

Depreciable

Method of

Federal

Property

Value

Depreciation

Life

Depreciation

Tax Basis

 

(in thousands)

  

(in thousands)

      

The Apartments

$  9,959

$  8,400

5-30 yrs

S/L

$  1,614

Arbours of Hermitage

     

  Apartments

  17,448

  13,122

5-30 yrs

S/L

   4,724

Belmont Place

     

Apartments

  31,817

   1,103

5-30 yrs

S/L

  31,363

Citadel Apartments

   8,452

   7,305

5-30 yrs

S/L

     981

Citadel Village

     

  Apartments

   5,487

   4,061

5-30 yrs

S/L

   1,704

Foothill Place

     

  Apartments

  19,344

  13,311

5-30 yrs

S/L

   6,896

Knollwood Apartments

  13,625

  11,454

5-30 yrs

S/L

   2,632

Lake Forest Apartments

  10,658

   8,937

5-30 yrs

S/L

   1,778

Post Ridge Apartments

   6,461

   5,003

5-30 yrs

S/L

   1,705

Rivers Edge Apartments

   3,930

   3,079

5-30 yrs

S/L

   1,028

Village East Apartments

   4,833

   3,716

5-30 yrs

S/L

   1,140

      

Total

$132,014

$ 79,491

  

$ 55,565


See "Note A – Organization and Summary of Significant Accounting Policies" to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the Partnership's capitalization and depreciation policies.








Schedule of Property Indebtedness


The following table sets forth certain information relating to the loans encumbering the Partnership's properties.


 

Principal

Principal

   

Principal

 

Balance At

Balance At

Stated

  

Balance

 

December 31,

December 31,

Interest

Period

Maturity

Due At

Property

2005

2004

Rate

Amortized

Date

Maturity (f)

 

(in thousands)

   

(in thousands)

       

The Apartments

$ 4,092

$ 4,235

8.37% (a)

20 yrs

03/20

$    --

Arbours of Hermitage

      

  Apartments

 10,961

  5,650

5.06% (a)

30 yrs

09/15

  8,964

Belmont Place Apartments

 19,250

     --

5.14% (a)

28 yrs

11/34

     --

Citadel Apartments

      

1st mortgage

  4,183

  4,215

8.55% (a)

30 yrs

07/14

  3,748

2nd mortgage

  1,310

  1,310

(b)

(e)

07/07

  1,310

Citadel Village Apartments

  1,812

  2,450

(c)

30 yrs

09/07

  1,764

Foothill Place Apartments

 17,633

 10,100

4.72% (a)

30 yrs

09/08

 16,836

Knollwood Apartments

 11,600

  6,780

5.20% (a)

30 yrs

12/08

 11,100

Lake Forest Apartments

      

1st mortgage

  5,979

  6,027

7.43% (a)

30 yrs

07/14

  5,255

2nd mortgage

  2,500

  2,500

(b)

(e)

07/07

  2,500

Post Ridge Apartments

      

  1st mortgage

  4,017

  4,152

6.63% (a)

20 yrs

01/22

     --

  2nd mortgage

    363

    369

7.04% (a)

30 yrs

01/22

    173

Rivers Edge Apartments

  3,461

  3,582

7.82% (a)

20 yrs

09/20

     --

Village East Apartments

  2,000

  2,150

(d)

(e)

12/07

  2,000

       

Totals

$89,161

$53,520

   

$53,650


(a)

Fixed rate mortgage.


(b)

Interest rate is variable and is equal to the one month LIBOR rate plus 300 basis points (7.39% at December 31, 2005).


(c)

Interest rate is variable and is equal to the Fannie Mae discounted mortgage-backed security index plus 85 basis points.  The rate at December 31, 2005 was 5.13%.


(d)

Interest rate is variable and is equal to the one month LIBOR rate plus 160 basis points (5.99% at December 31, 2005).


(e)

Monthly payments of interest only at the stated interest rate until maturity.


(f)

See “Note C – Mortgage Notes Payable” to the consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data” for information with respect to the Partnership’s ability to prepay these loans and other specific details about the loans.


On November 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Citadel Village Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $1,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $1,812,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $2,450,000. Closing costs of approximately $56,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of interest beginning on December 16, 2005








until the loan matures on September 16, 2007, with a five-year extension option.  The Permanent Credit Facility includes properties in other partnerships that are affiliated with the general partner of the Registrant. The Permanent Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The new loan on Citadel Village Apartments has a variable interest rate of the Fannie Mae discounted mortgage-backed security index plus 85 basis points, which rate is currently 5.13% per annum, and resets monthly.  The interest rate on the prior mortgage was 6.95% per annum. Monthly principal payments are required based on a 30-year amortization schedule using the interest rate in effect during the first month of the new mortgage. The loan is prepayable without penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  


On November 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Knollwood Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $2,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $11,600,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $6,780,000. Closing costs of approximately $121,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of principal and interest of approximately $64,000, beginning on January 10, 2006 until the loan matures on December 10, 2008, with a fixed interest rate of 5.20% and a balloon payment of approximately $11,100,000 due at maturity.  The Partnership is prohibited from prepaying the loan prior to January 10, 2007. On or after January 10, 2007, the loan may be prepaid with the payment of a prepayment penalty, as defined in the loan agreement.  In connection with the refinancing a Renovation Escrow account, held by the lender, was established in the amount of $3,500,000. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  


On November 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Village East Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $2,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $2,000,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $2,150,000. Closing costs of approximately $70,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of interest beginning on January 1, 2006 until the loan matures on December 1, 2007, at which time the entire principal balance of $2,000,000 is due. The loan has a variable interest rate of the one month LIBOR rate plus 1.60%, which rate is currently 5.99% per annum, and resets monthly.  The minimum interest rate for the term of the loan is the initial monthly rate at closing of the loan, which was 5.79%.  The loan is prepayable without penalty if repaid within either months one through nine or months twenty two through twenty four. There is a prepayment penalty of 1% of the amount repaid if the loan is prepaid within months ten through twenty one.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  The Partnership has the right to request an extension of the maturity date for one year to December 1, 2008 if such request is made within thirty to ninety days prior to December 1, 2007 and other specific terms as stipulated in the loan agreement are satisfied.


On August 31, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Arbours of Hermitage.  The Partnership recognized a loss on early extinguishment of debt of approximately $5,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $11,000,000, replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $5,650,000. Closing costs of








approximately $103,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of principal and interest of approximately $59,000, beginning on October 10, 2005 until the loan matures on September 10, 2015, with a fixed interest rate of 5.06% and a balloon payment of approximately $8,964,000, due at maturity.  The Partnership is prohibited from prepaying the loan prior to October 10, 2007.  On or after October 10, 2007, the loan may be prepaid with the payment of a prepayment penalty, as defined in the loan agreement.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  


On August 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Foothill Place Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $7,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $17,700,000, replaced the existing mortgage loan, which had an outstanding balance of $10,100,000.  Closing costs of approximately $193,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of principal and interest of approximately $92,000, beginning on October 1, 2005 until the loan matures on September 1, 2008, with a fixed interest rate of 4.72% and a balloon payment of approximately $16,836,000 due at maturity.  The Partnership may extend the term of the loan for two successive one-year periods by exercising the extension options as defined in the loan agreement.  The Partnership may prepay the loan with no penalty if prepayment in full is made no more than twelve months before the maturity date or during the extension periods.  However, if the loan is prepaid prior to twelve months before the maturity date then a prepayment penalty, as defined in the loan agreement, will apply.


On April 29, 2005, the Partnership obtained a mortgage in the principal amount of $19,250,000 on Belmont Place Apartments.  The Partnership received proceeds from the mortgage of approximately $14,084,000 after payment of closing costs and the funding of two letters of credit, as discussed below.  Closing costs of approximately $198,000 were capitalized during 2005 and are included in other assets.  The new mortgage requires monthly payments of interest only beginning on June 1, 2005 until November 1, 2006.  Beginning December 1, 2006, monthly payments of principal and interest of $108,180 are required until the loan matures November 1, 2034.  The lender can exercise a call option on the mortgage on June 1, 2012 and every fifth anniversary thereafter.  The interest rate is fixed at 5.14% for the life of the mortgage.  


In conjunction with the Belmont Place Apartments mortgage, the Partnership has provided to the lender two letters of credit, each in the amount of $2,500,000, to secure the Partnership’s obligations under the mortgage.  The letters of credit are secured by proceeds from the mortgage financing which were deposited into an escrow account.  The lender will release the first letter of credit when the property has achieved annual rental income of approximately $2.9 million from 60% of the rental units and will release the second letter of credit when the property has achieved annual rental income of approximately $3.9 million from 88% of the rental units.  The first letter of credit for $2,500,000 was released during the fourth quarter of 2005 and the funds were returned to the Partnership. The amount returned included interest of approximately $33,000. Subsequent to December 31, 2005 the second letter of credit for $2,500,000 was released and the funds were returned to the Partnership.


On June 8, 2004, the Partnership obtained a second mortgage loan on Lake Forest Apartments in the amount of $2,500,000.  The second mortgage requires monthly payments of interest beginning August 1, 2004 until the loan matures July 1, 2007.  Interest is variable and is equal to the one month LIBOR rate plus 300 basis points (7.39% at December 31, 2005).  Capitalized loan costs incurred during 2004 on the financing were approximately $83,000.









In connection with the Lake Forest Apartments new financing, the Partnership agreed to certain modifications on the existing mortgage loan encumbering Lake Forest Apartments.  The modification of terms consisted of an interest rate of 7.43%, a payment of approximately $44,000 due on July 1, 2004 and monthly payments of approximately $42,000, commencing August 1, 2004 through the maturity of July 1, 2014, at which time a balloon payment of approximately $5,255,000 is due.  The previous terms consisted of monthly payments of approximately $51,000 with a stated interest rate of 7.13% through the maturity date of October 1, 2021, at which time the loan was scheduled to be fully amortized.


On June 18, 2004, the Partnership obtained a second mortgage loan on Citadel Apartments in the amount of $1,310,000.  The second mortgage requires monthly payments of interest beginning August 1, 2004 until the loan matures July 1, 2007.  Interest is variable and is equal to the one month LIBOR rate plus 300 basis points (7.39% at December 31, 2005). Capitalized loan costs incurred during 2004 on the financing were approximately $66,000.


In connection with the new financing, the Partnership agreed to certain modifications on the existing mortgage loan encumbering Citadel Apartments.  The modification of terms consisted of an interest rate of 8.55%, a payment of approximately $38,000 due on July 1, 2004 and monthly payments of approximately $33,000, commencing August 1, 2004 through the maturity of July 1, 2014, at which time a balloon payment of approximately $3,748,000 is due.  The previous terms consisted of monthly payments of approximately $40,000 with a stated interest rate of 8.25% through the maturity date of March 1, 2020, at which time the loan was scheduled to be fully amortized.


Rental Rates and Occupancy


The following table sets forth the average annual rental rates and occupancy for 2005 and 2004 for each property.


 

Average Annual

Average

 

Rental Rates

Occupancy

 

(per unit)

  

Property

2005

2004

2005

2004

The Apartments (1)

$ 7,235

$ 6,907

95%

92%

Arbours of Hermitage Apartments

  7,538

  7,307

93%

94%

Belmont Place Apartments (2)

 11,458

     --

53%

--%

Citadel Apartments

  6,842

  6,647

93%

92%

Citadel Village Apartments

  7,608

  7,598

87%

89%

Foothill Place Apartments (3)

  7,735

  7,679

94%

86%

Knollwood Apartments (4)

  7,659

  7,452

96%

92%

Lake Forest Apartments

  7,140

  6,945

94%

94%

Post Ridge Apartments (4)

  9,232

  8,976

95%

91%

Rivers Edge Apartments (5)

  8,548

  8,328

93%

96%

Village East Apartments

  6,386

  6,248

75%

77%


(1)

The increase in occupancy at The Apartments is due to  an improved tenant base, more effective marketing, and an improved pricing structure developed to maintain competitiveness with other properties in the market.


(2)

The increase in occupancy at Belmont Place Apartments is due to the redevelopment of the property being completed during 2005 (see discussion below).


(3)

The increase in occupancy at Foothill Place Apartments is due to an improved local economy.  









(4)

The increase in occupancy at Knollwood and Post Ridge Apartments are due to a more stable tenant base after stricter credit policies were enacted in 2004 and strong marketing efforts by the leasing staff.  


(5)

The decrease in occupancy at Rivers Edge Apartments is due to tenants purchasing homes.


During 2003, the General Partner determined that Belmont Place Apartments suffered from severe structural defects in the buildings’ foundation and as such, demolished the property. The General Partner designed and approved a redevelopment plan for the property. Site work on the redevelopment began during the fourth quarter of 2003. At December 31, 2005, all 326 units had been completed and were available for rental.


The Partnership entered into a construction contract with Casden Builders, Inc. (a related party) to develop the new Belmont Place Apartments at an estimated cost of approximately $26.9 million. The construction contract provides for the payment of the cost of the work plus a fee without a maximum guaranteed price. Construction was completed in 2005 at a total project cost of approximately $31.9 million. The Partnership has funded construction expenditures from operating cash flow, proceeds from a cross collateralized loan, Partnership reserves, loans from an affiliate of the General Partner and sales proceeds. During the years ended December 31, 2005 and 2004, approximately $7,556,000 and $20,338,000 of construction costs were incurred, respectively. During the years ended December 31, 2005, 2004, and 2003, the Partnership capitalized interest costs of approximately $394,000, $705,000, and $390,000 tax and insurance expenses of approximately $6,000, $136,000, and $226,000, and other construction period operating expenses of approximately $10,000, $105,000, and $351,000, respectively. In addition, during 2004 the Partnership paid prepayment penalties of approximately $170,000, which were also capitalized as part of the construction cost, see discussion below.


As part of the redevelopment, during the year ended December 31, 2004, an affiliate of the General Partner advanced the Partnership approximately $5,600,000 to repay the mortgage and associated accrued interest encumbering Belmont Place Apartments.  The loan was scheduled to mature in December 2005.  In addition to repaying the mortgage of approximately $5,400,000, the Partnership wrote off unamortized loan costs of approximately $109,000, which is shown as loss on early extinguishment of debt on the accompanying consolidated statements of operations. The Partnership also paid prepayment penalties of approximately $170,000, which were capitalized as part of the construction cost.


As noted under "Item 1. Description of Business", the real estate industry is highly competitive.  All of the properties are subject to competition from other residential apartment complexes in the area.  The General Partner believes that all of the properties are adequately insured.  Each property is an apartment complex which leases units for lease terms of one year or less.  No residential tenant leases 10% or more of the available rental space.  All of the properties are in good physical condition, with the exception of Belmont Place Apartments, as described above, subject to normal depreciation and deterioration as is typical for assets of this type and age.









Real Estate Taxes and Rates


Real estate taxes and rates in 2005 and 2004 for each property were:


 

2005

2005

2004

2004

 

Billing

Rate

Billing

Rate

 

(in thousands)

 

(in thousands)

 
     

The Apartments

$126

 2.1%

$127

 2.2%

Arbours of Hermitage Apartments

 229

 4.0%

 181

 3.8%

Belmont Place Apartments

 149

 2.6%

  55

 3.0%

Citadel Apartments

 196

 3.1%

 188

 3.1%

Citadel Village Apartments

  20

 5.9%

  19

 5.9%

Foothill Place Apartments

 211

 1.5%

 196

 1.5%

Knollwood Apartments

 214

 4.0%

 183

 3.8%

Lake Forest Apartments

 195

 2.1%

 196

 2.2%

Post Ridge Apartments

 109

 4.0%

  98

 3.8%

Rivers Edge Apartments

  90

 1.3%

  69

 1.3%

Village East Apartments

  24

 6.3%

  22

 6.1%


Capital Improvements


The Apartments


During the year ended December 31, 2005, the Partnership completed approximately $209,000 of capital improvements at the property, consisting primarily of building improvements, water heater and floor covering replacements, light fixtures upgrades, and gutter replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.


Arbours of Hermitage Apartments


During the year ended December 31, 2005, the Partnership completed approximately $2,000,000 of capital improvements at the property, consisting primarily of electrical, plumbing, water and sewer upgrades, floor covering replacements, and cabinet replacements, exterior painting and stairwell improvements.  These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.


Belmont Place Apartments


During 2003, the General Partner determined that Belmont Place Apartments suffered from severe structural defects in the buildings’ foundation and as such, demolished the property. The General Partner designed and approved a redevelopment plan for the property. Site work on the redevelopment began during the fourth quarter of 2003.  At December 31, 2005, all 326 units had been completed.  As part of the redevelopment, during the year ended December 31, 2004 the mortgage and associated accrued interest encumbering Belmont Place Apartments was repaid.  In addition to the repayment the Partnership paid prepayment penalties of approximately $170,000 and wrote off unamortized loan costs of approximately $109,000 which is shown as loss on early extinguishment of debt for the year ended December 31, 2004.









The Partnership entered into a construction contract with Casden Builders, Inc. (a related party) to develop the new Belmont Place Apartments at an estimated cost of approximately $26.9 million. The construction contract provides for the payment of the cost of the work plus a fee without a maximum guaranteed price. Construction was completed in 2005 at a total project cost of approximately $31.9 million. The Partnership has funded construction expenditures from operating cash flow, proceeds from a cross collateralized loan, Partnership reserves, loans from an affiliate of the General Partner and sales proceeds.  During the year ended December 31, 2005 and 2004, approximately $7,556,000 and $20,338,000 of construction costs were incurred, respectively.  Included in these construction costs are capitalized interest costs of approximately $394,000 and $705,000 for the year ended December 31, 2005 and 2004, respectively, capitalized tax and insurance expenses of approximately $6,000 and $136,000 for the years ended December 31, 2005 and 2004, respectively and other construction period operating costs of approximately $10,000 and $105,000 for the years ended December 31, 2005 and 2004, respectively. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.


Citadel Apartments


During the year ended December 31, 2005, the Partnership completed approximately $157,000 of capital improvements at the property, consisting primarily of parking area upgrades, air conditioning units and floor covering replacements. These improvements were funded from operating cash flow and replacement reserves. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property.


Citadel Village Apartments


During the year ended December 31, 2005, the Partnership completed approximately $285,000 of capital improvements at the property, consisting primarily of siding and floor covering replacements, structural improvements and exterior painting. These improvements were funded from operating cash flow and insurance proceeds. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.


Foothill Place Apartments


During the year ended December 31, 2005, the Partnership completed approximately $1,263,000 of capital improvements at the property, consisting primarily of floor covering, countertop, water heater and appliance replacements, plumbing fixture upgrades, roof replacement, and balcony replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.


Knollwood Apartments









During the year ended December 31, 2005, the Partnership completed approximately $658,000 of capital improvements at the property, consisting primarily of interior lighting upgrades, structural improvements, and appliance and floor covering replacements. These improvements were funded from operating cash flow and insurance proceeds.  The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.


Lake Forest Apartments


During the year ended December 31, 2005, the Partnership completed approximately $270,000 of capital improvements at the property, consisting primarily of swimming pool upgrades, water heater upgrades, interior common area painting, and floor covering replacements. These improvements were funded from operating cash flow. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as replacement reserves and anticipated cash flow generated by the property.


Post Ridge Apartments


During the year ended December 31, 2005, the Partnership completed approximately $517,000 of capital improvements at the property, consisting primarily of floor covering and appliance replacements, exterior light fixture upgrades, structural improvements, and swimming pool upgrades.  These improvements were funded from operating cash flow and insurance proceeds. The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.


Rivers Edge Apartments


During the year ended December 31, 2005, the Partnership completed approximately $122,000 of capital improvements at the property, consisting primarily of major landscaping, roof and floor covering replacements and structural improvements. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.


Village East Apartments


During the year ended December 31, 2005, the Partnership completed approximately $274,000 of capital improvements at the property, consisting primarily of structural improvements, balcony and stairway replacements, and floor covering replacements. These improvements were funded from operating cash flow.  The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.









Capital expenditures will be incurred only if cash is available from operations or from Partnership reserves.  To the extent that capital improvements are completed, the Partnership’s distributable cash flow, if any, may be adversely affected at least in the short term.


Item 3.

Legal Proceedings


In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint. Plaintiffs took an appeal form this order.


On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the “Appeal”) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004 the Objector filed a second appeal challenging the court’s use of a referee and its order requiring Objector to pay those fees.


On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial court’s order and remanded to the trial court for further findings on the basis that the “state of the record is insufficient to permit meaningful appellate review”.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial court’s order striking the first amended complaint.


On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector.  









The General Partner does not anticipate that any costs to the Partnership, whether legal or settlement costs, associated with these cases will be material to the Partnership’s overall operations.


AIMCO Properties L.P. and NHP Management Company, both affiliates of the General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.  In June 2005 the Court conditionally certified the collective action on both the on-call and overtime issues, which allows the plaintiffs to provide notice of the collective action to all non-exempt maintenance workers from August 7, 2000 through the present.  Notices have been sent out to all current and former hourly maintenance workers. The opt-in period has not yet closed. Defendants will have the opportunity to move to decertify the collective action.  Because the court denied plaintiffs’ motion to certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.


Item 4.

Submission of Matters to a Vote of Security Holders


During the quarter ended December 31, 2005, no matters were submitted to a vote of unitholders through the solicitation of proxies or otherwise.








PART II


Item 5.

Market for the Registrant's Units of Limited Partnership and Related Security Holder Matters


(A)

No established trading market for the Partnership's limited partnership units (the “Units”) exists, nor is one expected to develop.


Title of Class

Number of Unitholders of Record

Limited Partnership Units

5,716 as of December 31, 2005


There were 342,773 Units outstanding at December 31, 2005, of which affiliates of the General Partner owned 224,566 Units or approximately 65.51%.


The following table sets forth the distributions declared by the Partnership for the years ended December 31, 2005, 2004 and 2003 (in thousands except per unit data) (see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for more details):

 

  

Per

 

Per

 

Per

 

Year Ended

Limited

Year Ended

Limited

Year Ended

Limited

 

December 31,

Partnership

December 31,

Partnership

December 31,

Partnership

 

2005

Unit

2004

Unit

2003

Unit

       

Operations

$    --

$   --

$   --

$   --

$1,827

$ 5.12

Sale (1)

 15,026

 42.08

    --

    --

 3,743

 10.50

 

$15,026

$42.08

$   --

$   --

$5,570

$15.62


(1)

2005 distribution consists of balance of sale proceeds from the 2003 sale of Southport Apartments and the sale proceeds from the 2004 sales of Point West Apartments, Nob Hill Apartments and Briar Bay Apartments. 2003 distribution consists of sale proceeds from sale of Southport Apartments.


In conjunction with the transfer of funds from their certain majority-owned sub-tier limited partnerships to the Partnership, approximately $382,000, $7,000 and $9,000 was distributed to the general partner of the majority owned sub-tier limited partnerships during the years ended December 31, 2005, 2004, and 2003, respectively.


Subsequent to December 31, 2005 the Partnership distributed approximately $7,200,000 ($6,912,000 to the limited partners or $20.16/unit) consisting of the balance of the sale proceeds from the 2004 sale of Briar Bay Apartments.


Future cash distributions will depend on the levels of cash generated from operations, and the timing of debt maturities, refinancings, and/or property sales. The Partnership's cash available for distribution is reviewed on a monthly basis.  There can be no assurance, however, that the Partnership will generate sufficient funds from operations after required capital expenditures to permit additional distributions to its partners in the year 2006 or subsequent periods. See "Item 2. Capital Improvements” for information relating to anticipated capital expenditures at the properties.


In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 224,566 Units in the Partnership representing 65.51% of the outstanding Units at December 31, 2005.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a








majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 65.51% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.


Item 6.

Selected Financial Data


The following table sets forth a summary of certain financial data for the Partnership. This summary should be read in conjunction with the Partnership's consolidated financial statements and notes thereto appearing in "Item 8. Financial Statements and Supplementary Data."


 

Years Ended December 31,

 

(in thousands, except per unit data)

Consolidated Statements

     

of Operations

2005

2004

2003

2002

2001

      

Total revenues

$21,031

$18,453

$17,836

$20,445

$ 21,704

Total expenses

 (20,771)

 (16,347)

 (16,475)

 (17,791)

  (19,403)

Income from continuing

     

operations

    260

  2,106

  1,361

  2,654

   2,301

Gain on sales of discontinued

     

  operations

     --

 29,281

  6,232

     --

      --

Income from discontinued

     

  operations

     --

    113

    607

  1,610

   1,857

Net income

$   260

$31,500

$ 8,200

$ 4,264

$  4,158

Per Limited Partnership Unit:

     

Income from continuing

     

operations

$  0.73

$  5.89

$  3.82

$  7.43

$   6.45

Gain on sales of discontinued

     

  operations

     --

  82.01

  17.45

     --

      --

Income from discontinued

     

  operations

     --

   0.32

   1.70

   4.51

    5.20

Net income

$  0.73

$ 88.22

$ 22.97

$ 11.94

$  11.65

Distributions per Limited

     

Partnership Unit

$ 42.08

$    --

$ 15.62

$ 15.66

$  25.59

Limited Partnership Units

     

outstanding

342,773

342,773

342,773

342,773

 342,773

Consolidated Balance Sheets

     

Total assets

$68,432

$50,195

$30,775

$ 32,287

$ 34,180

Mortgage notes payable

$89,161

$53,520

$67,900

$ 72,630

$ 73,475


Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations


The operations of the Partnership primarily include operating and holding income-producing real estate properties for the benefit of its partners.  Therefore, the following discussion of operations, liquidity and capital resources will focus on these activities and should be read in conjunction with "Item 8. Financial Statements and Supplementary Data" and the notes related thereto included elsewhere in this report.









The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the General Partner may use rental concessions and rental rate reductions to offset softening market conditions, accordingly, there is no guarantee that the General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.


RESULTS OF OPERATIONS


The Partnership's net income was approximately $260,000 for the year ended December 31, 2005, compared to approximately $31,500,000 and $8,200,000 for the years ended December 31, 2004 and 2003, respectively.  The decrease in net income was primarily due to the decrease in gain on sale of discontinued operations and a decrease in income from continuing operations.


In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” the accompanying consolidated statements of operations reflects the operations of South Port Apartments, Point West Apartments, Nob Hill Apartments and Briar Bay Apartments as income from discontinued operations due to their sales in March 2003, March 2004, October 2004, and November 2004, respectively.


On March 31, 2004, the Partnership sold Point West Apartments to a third party, for a gross sale price of $3,900,000.  The net proceeds realized by the Partnership were approximately $3,794,000 after payment of closing costs of approximately $106,000.  The Partnership used approximately $2,204,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $3,210,000 for the year ended December 31, 2004, as a result of this sale.  This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations.  The property’s operations, losses of approximately $87,000 and $62,000 for the years ended December 31, 2004 and 2003, respectively, are included in income from discontinued operations and include revenues of approximately $189,000, and $811,000, respectively.  In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $48,000 for the year ended December 31, 2004 due to the write-off of unamortized loan costs, which is also included in income from discontinued operations in the accompanying consolidated statements of operations.


On October 29, 2004, the Partnership sold Nob Hill Villa Apartments to a third party, for a gross sale price of $10,700,000.  The net proceeds realized by the Partnership were approximately $10,519,000 after payment of closing costs of approximately $181,000.  The Partnership used approximately $6,328,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $7,962,000 for the year ended December 31, 2004, as a result of this sale.  This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations.  The property’s operations, a loss of approximately $108,000 and income of approximately $24,000 for the years ended December 31, 2004, and 2003, respectively, are included in income from discontinued operations and include revenues of approximately








$2,071,000, and $2,642,000, respectively.  In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $23,000 for the year ended December 31, 2004 due to the write-off of unamortized loan costs, which is also included in income from discontinued operations in the accompanying consolidated statements of operations.  


On October 29, 2004, the Partnership sold Briar Bay Apartments to a third party, for a gross sale price of $20,352,000.  The net proceeds realized by the Partnership were approximately $19,644,000 after payment of closing costs of approximately $708,000.  The Partnership used approximately $3,500,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $18,109,000 for the year ended December 31, 2004, as a result of this sale.  This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations.  The property’s operations, income of approximately $308,000, and $637,000 for the years ended December 31, 2004, and 2003, respectively, are included in income from discontinued operations and include revenues of approximately $1,574,000, and $1,805,000, respectively.  In addition, for the year ended December 31, 2004 the Partnership recorded a loss on early extinguishment of debt of approximately $16,000 due to the write-off of unamortized loan costs, and approximately $98,000 due to pre-payment penalties paid. These amount are included in income from discontinued operations in the accompanying consolidated statements of operations.


2005 Compared to 2004


Excluding the impact of discontinued operations and gain on sale of discontinued operations, the Partnership’s income from continuing operations was approximately $260,000 for the year ended December 31, 2005, compared to approximately $2,106,000 for the year ended December 31, 2004.  Income from continuing operations decreased due to an increase in total expenses partially offset by an increase in total revenues.  The increase in total revenues is due to an increase in rental and other income, partially offset by a decrease in casualty gains.  The increase in rental income is due to an increase in occupancy at six of the eleven properties, and an increase in average rental rates at all eleven properties, and a decrease in bad debt expense at ten of the eleven properties, partially offset by a decrease in occupancy at four of the eleven properties.  The largest occupancy increase occurred at Belmont Place Apartments which completed its redevelopment during 2005 and was able to begin leasing apartment units during 2005.  Other income increased due to an increase in fees at Belmont Place Apartments as the property began leasing completed units. This was partially offset by decreases in lease cancellation fees at Citadel Village, Village East, The Apartments, Citadel and Foothill Place Apartments.  


In October 2003, Citadel Village Apartments suffered fire damage to five apartment units.  Insurance proceeds of approximately $219,000 were received during the year ended December 31, 2004.  The Partnership recognized a casualty gain of approximately $219,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty.


In November 2003, Lake Forest Apartments suffered water damage to some of the rental units. Insurance proceeds of approximately $44,000 were received during the year ended December 31, 2004. The Partnership recognized a casualty gain of approximately $44,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty.









In February 2004, The Apartments suffered damage to 180 apartment units due to an ice storm.  During the year ended December 31, 2004, the Partnership received insurance proceeds of approximately $322,000, which included approximately $30,000 for emergency expenses. The Partnership recognized a casualty gain of approximately $292,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty.


In February 2004, Knollwood Apartments suffered fire damage to some of its rental units. Insurance proceeds of approximately $47,000 were received during the year ended December 31, 2004. The Partnership recognized a casualty gain of approximately $47,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty. During the year ended December 31, 2005, the Partnership received approximately $2,000 in additional proceeds which was recognized as a casualty gain.


In March 2004, Village East Apartments suffered an electrical fire that damaged six apartment units. Insurance proceeds of approximately $77,000 were received during the year ended December 31, 2004. The Partnership recognized a casualty gain of approximately $77,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty.  


In July 2004, Citadel Village Apartments suffered hail and wind damage to some of its rental units. Insurance proceeds of approximately $50,000 were received during the year ended December 31, 2005. The Partnership recognized a casualty gain of approximately $50,000 during the year ended December 31, 2005 as the damaged assets were fully depreciated at the time of the casualty.


In May 2005, Knollwood Apartments suffered fire damage to some of its rental units. Insurance proceeds of approximately $54,000 were received during the year ended December 31, 2005. The Partnership recognized a casualty gain of approximately $54,000 during the year ended December 31, 2005 as the damaged assets were fully depreciated at the time of the casualty.


In August 2005, Post Ridge Apartments suffered fire damage to some of its rental units.  Insurance proceeds of approximately $13,000 were received during the year ended December 31, 2005.  The Partnership recognized a casualty gain of approximately $13,000 during the year ended December 31, 2005 as the damaged assets were fully depreciated at the time of the casualty.  


Total expenses increased due to increases in operating, depreciation, interest and property tax expense, partially offset by a decrease in general and administrative expense and loss on early extinguishment of debt (as discussed in Liquidity and Capital Resources).  Operating expense increased due to an increase in advertising, property, and management fee expense, partially offset by a decrease in maintenance expense.  Advertising expense increased due to increased leasing promotions at Belmont Place Apartments as the property began leasing completed units whereas the property was under redevelopment during 2004.  Property expense increased due to increases in payroll and related benefits and utility expenses at most of the investment properties partially offset by a decrease in payroll and related benefits at Citadel Village.  Management fee expense increased due to the increase in rental income on which such fee is based.  Maintenance expense decreased due to a decrease in contract labor at four of the investment properties.  Depreciation expense increased primarily due to assets being placed into service at Belmont Place Apartments.  This was partially offset by assets being fully depreciated in prior periods at Citadel Apartments.  Interest expense increased due to new mortgage financing at Belmont Place Apartments during 2005, the increase in mortgages on Arbours of Hermitage, Knollwood and Foothill Place upon their refinancings during the second half of 2005 and the second mortgages obtained on








Lake Forest and Citadel Apartments in June 2004 coupled with a decrease in capitalized interest costs associated with the reconstruction at Belmont Place Apartments.  Property taxes increased due to higher assessed values at seven of the eleven properties, and higher tax rates at five of the eleven properties, and fewer capitalized costs associated with the reconstruction at Belmont Place Apartments.  


General and administrative expense decreased due to a decrease in management reimbursements to the general partner, due to the sale of investment properties in 2004, allowed under the Partnership Agreement. Also included in general and administrative expenses are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit of the Partnership.  


2004 Compared to 2003


Excluding the impact of discontinued operations and the gain on sale of discontinued operations, the Partnership's income from continuing operations was approximately $2,106,000 for the year ended December 31, 2004, compared to approximately $1,361,000 for the year ended December 31, 2003.  Income from continuing operations increased due to an increase in total revenues and a decrease in total expenses.


The increase in total revenues is due to increases in other income and casualty gains partially offset by a decrease in rental income.  The increase in other income is due to increases in lease cancellation fees at Foothill Place and Lake Forest Apartments and The Apartments and in utility reimbursements at most of the investment properties partially offset by decreases in late charges at Citadel Village and Village East Apartments.  The decrease in rental income is due to a decrease in occupancy at eight investment properties and a decrease in the average rental rate at three investment properties partially offset by an increase in occupancy at three investment properties, an increase in the average rental rate at seven investment properties and a decrease in bad debt expense, primarily at Citadel Village and Village East Apartments.


In January 2003, The Apartments had a fire which damaged five apartment units and a hallway.  Insurance proceeds of approximately $23,000 were received during the year ended December 31, 2003.  The Partnership recognized a casualty gain of approximately $23,000 during the year ended December 31, 2003 as the damaged assets were fully depreciated at the time of the casualty.


Total expenses decreased as a result of decreases in general and administrative, depreciation, and interest expenses, partially offset by an increase in operating expense and a loss on early extinguishment of debt (as discussed in Liquidity and Capital Resources).  Depreciation expense decreased due to assets becoming fully depreciated at Foothill Place Apartments and no depreciation being charged at Belmont Place Apartments during 2004 while the property was being reconstructed.  Interest expense decreased due to interest capitalized on the redevelopment of Belmont Place Apartments partially offset by the addition of second mortgages at Citadel and Lake Forest Apartments.  Operating expense increased due to increases in advertising, property and maintenance expenses.  Advertising expense increased due to increased marketing costs at Belmont Place Apartments as the construction nears completion.  Property expense increased due to an increase in payroll and related expenses at all of the investment properties, partially offset by a decrease in utilities at Belmont Place Apartments which was not operational during 2004.  Maintenance expense increased due to fewer capitalized costs associated with the reconstruction of Belmont Place Apartments.  


General and administrative expense decreased due to a decrease in management reimbursements to the General Partner, as allowed under the Partnership Agreement,








a decrease in management fees paid to the General Partner in connection with distributions made from operations and a decrease in the cost of the annual audit.  Also included in general and administrative expenses are costs associated with the quarterly and annual communications with investors and regulatory agencies.


LIQUIDITY AND CAPITAL RESOURCES


At December 31, 2005, the Partnership had cash and cash equivalents of approximately $6,230,000 compared to approximately $4,539,000 at December 31, 2004.  Cash and cash equivalents increased approximately $1,691,000 since December 31, 2004 due to approximately $20,031,000 and $4,103,000 of cash provided by financing activities and operating activities, respectively, partially offset by approximately $22,443,000 of cash used in investing activities. Cash provided by financing activities consisted of proceeds from the refinancing of six of the eleven properties and advances made by affiliates of the general partner, partially offset by payments made on the advances received, payments and repayments made on the mortgages encumbering the properties, payments made toward the cost of new debt and distributions made to the investors. Cash used in investing activates consisted of property improvements and replacements and deposits to restricted escrows, partially offset by insurance proceeds received from casualties. The Partnership invests its working capital reserves in interest bearing accounts.


The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the various properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements.  The General Partner monitors developments in the area of legal and regulatory compliance. For example, the Sarbanes-Oxley Act of 2002 mandates or suggests additional compliance measures with regard to governance, disclosure, audit and other areas. In light of these changes, the Partnership expects that it will incur higher expenses related to compliance. The Partnership regularly evaluates the capital improvement needs of the properties. The Partnership has no material commitments for property improvements and replacements however certain routine capital expenditures are anticipated during 2006.  Such capital expenditures will depend on the physical condition of the properties as well as replacement reserves and cash flow generated by the properties.  Capital expenditures will be incurred only if cash is available from operations or from Partnership reserves. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.


The Partnership's assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering the Partnership’s investment properties of approximately $89,161,000 matures at various dates between 2007 and 2034 with balloon payments of approximately $7,574,000, $27,936,000, $9,003,000, $8,964,000 and $173,000 due in 2007, 2008, 2014, 2015 and 2022, respectively.  The General Partner will attempt to refinance such indebtedness and/or sell the properties prior to such maturity dates.  If a property cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such property through foreclosure.


On November 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Citadel Village Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $1,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $1,812,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $2,450,000. Closing costs of approximately $56,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of








interest beginning on December 16, 2005 until the loan matures on September 16, 2007, with a five-year extension option.  The Permanent Credit Facility includes properties in other partnerships that are affiliated with the general partner of the Registrant. The Permanent Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The new loan on Citadel Village Apartments has a variable interest rate of the Fannie Mae discounted mortgage-backed security index plus 85 basis points, which rate is currently 5.13% per annum, and resets monthly.  The interest rate on the prior mortgage was 6.95% per annum. Monthly principal payments are required based on a 30-year amortization schedule using the interest rate in effect during the first month of the new mortgage. The loan is prepayable without penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.


On November 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Knollwood Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $2,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $11,600,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $6,780,000. Closing costs of approximately $121,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of principal and interest of approximately $64,000, beginning on January 10, 2006 until the loan matures on December 10, 2008, with a fixed interest rate of 5.20% and a balloon payment of approximately $11,100,000 due at maturity.  The Partnership is prohibited from prepaying the loan prior to January 10, 2007.  On or after January 10, 2007, the loan may be prepaid with the payment of a prepayment penalty, as defined in the loan agreement.  In connection with the refinancing a Renovation Escrow account, held by the lender, was established in the amount of $3,500,000. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.


On November 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Village East Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $2,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $2,000,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $2,150,000. Closing costs of approximately $70,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of interest beginning on January 1, 2006 until the loan matures on December 1, 2007, at which time the entire principal balance of $2,000,000 is due. The loan has a variable interest rate of the one month LIBOR rate plus 1.60%, which rate is currently 5.99% per annum, and resets monthly.  The minimum interest rate for the term of the loan is the initial monthly rate at closing of the loan, which was 5.79%.  The loan is prepayable without penalty if repaid within either months one through nine or months twenty two through twenty four. There is a prepayment penalty of 1% of the amount repaid if the loan is prepaid within months ten through twenty one.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  The Partnership has the right to request an extension of the maturity date for one year to December 1, 2008 if such request is made within thirty to ninety days prior to December 1, 2007 and other specific terms as stipulated in the loan agreement are satisfied.


On August 31, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Arbours of Hermitage.  The Partnership recognized a








loss on early extinguishment of debt of approximately $5,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $11,000,000, replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $5,650,000. Closing costs of approximately $103,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of principal and interest of approximately $59,000, beginning on October 10, 2005 until the loan matures on September 10, 2015, with a fixed interest rate of 5.06% and a balloon payment of approximately $8,964,000, due at maturity.  The Partnership is prohibited from prepaying the loan prior to October 10, 2007.  On or after October 10, 2007, the loan may be prepaid with the payment of a prepayment penalty, as defined in the loan agreement.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  


On August 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Foothill Place Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $7,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $17,700,000, replaced the existing mortgage loan, which had an outstanding balance of $10,100,000.  Closing costs of approximately $193,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of principal and interest of approximately $92,000, beginning on October 1, 2005 until the loan matures on September 1, 2008, with a fixed interest rate of 4.72% and a balloon payment of approximately $16,836,000 due at maturity.  The Partnership may extend the term of the loan for two successive one-year periods by exercising the extension options as defined in the loan agreement.  The Partnership may prepay the loan with no penalty if prepayment in full is made no more than twelve months before the maturity date or during the extension periods.  However, if the loan is prepaid prior to twelve months before the maturity date then a prepayment penalty, as defined in the loan agreement, will apply.


On April 29, 2005, the Partnership obtained a mortgage in the principal amount of $19,250,000 on Belmont Place Apartments.  The Partnership received proceeds from the mortgage of approximately $14,084,000 after payment of closing costs and the funding of two letters of credit, as discussed below.  Closing costs of approximately $198,000 were capitalized during 2005 and are included in other assets.  The new mortgage requires monthly payments of interest only beginning on June 1, 2005 until November 1, 2006.  Beginning December 1, 2006, monthly payments of principal and interest of $108,180 are required until the loan matures November 1, 2034.  The lender can exercise a call option on the mortgage on June 1, 2012 and every fifth anniversary thereafter.  The interest rate is fixed at 5.14% for the life of the mortgage.  


In conjunction with the Belmont Place Apartments mortgage, the Partnership has provided to the lender two letters of credit, each in the amount of $2,500,000, to secure the Partnership’s obligations under the mortgage.  The letters of credit are secured by proceeds from the mortgage financing which were deposited into an escrow account.  The lender will release the first letter of credit when the property has achieved annual rental income of approximately $2.9 million from 60% of the rental units and will release the second letter of credit when the property has achieved annual rental income of approximately $3.9 million from 88% of the rental units.  The first letter of credit for $2,500,000 was released during the fourth quarter of 2005 and the funds were returned to the Partnership. The amount returned included interest of approximately $33,000. Subsequent to December 31, 2005 the second letter of credit for $2,500,000 was released and the funds were returned to the Partnership.









On June 8, 2004, the Partnership obtained a second mortgage loan on Lake Forest Apartments in the amount of $2,500,000.  The second mortgage requires monthly payments of interest beginning August 1, 2004 until the loan matures July 1, 2007.  Interest is variable and is equal to the one month LIBOR rate plus 300 basis points (7.39% at December 31, 2005).  Capitalized loan costs incurred during 2004 on the financing were approximately $83,000.


In connection with the Lake Forest Apartments new financing, the Partnership agreed to certain modifications on the existing mortgage loan encumbering Lake Forest Apartments.  The modification of terms consisted of an interest rate of 7.43%, a payment of approximately $44,000 due on July 1, 2004 and monthly payments of approximately $42,000, commencing August 1, 2004 through the maturity of July 1, 2014, at which time a balloon payment of approximately $5,255,000 is due.  The previous terms consisted of monthly payments of approximately $51,000 with a stated interest rate of 7.13% through the maturity date of October 1, 2021, at which time the loan was scheduled to be fully amortized.


On June 18, 2004, the Partnership obtained a second mortgage loan on Citadel Apartments in the amount of $1,310,000.  The second mortgage requires monthly payments of interest beginning August 1, 2004 until the loan matures July 1, 2007.  Interest is variable and is equal to the one month LIBOR rate plus 300 basis points (7.39% at December 31, 2005). Capitalized loan costs incurred during 2004 on the financing were approximately $66,000.


In connection with the new financing, the Partnership agreed to certain modifications on the existing mortgage loan encumbering Citadel Apartments.  The modification of terms consisted of an interest rate of 8.55%, a payment of approximately $38,000 due on July 1, 2004 and monthly payments of approximately $33,000, commencing August 1, 2004 through the maturity of July 1, 2014, at which time a balloon payment of approximately $3,748,000 is due.  The previous terms consisted of monthly payments of approximately $40,000 with a stated interest rate of 8.25% through the maturity date of March 1, 2020, at which time the loan was scheduled to be fully amortized.


On October 22, 2003, the Partnership entered into a second mortgage for Post Ridge Apartments. The second mortgage is in the principal amount of $375,000 and has a stated interest rate of 7.04% per annum. Payments of principal and interest of approximately $3,000 are due on the first day of each month commencing December 2003 until January 2022 at which time a balloon payment of approximately $173,000 is required. The proceeds from the second mortgage were used as a cross collateralized loan to Belmont Place Apartments to establish a capital escrow reserve as required by the mortgage lender.  Belmont Place Apartments used these proceeds to fund the construction project at the property.


The Partnership declared the following distributions during the years ended December 31, 2005, 2004 and 2003 (in thousands except per unit data):


  

Per

 

Per

 

Per

 

Year Ended

Limited

Year Ended

Limited

Year Ended

Limited

 

December 31,

Partnership

December 31,

Partnership

December 31,

Partnership

 

2005

Unit

2004

Unit

2003

Unit

       

Operations

$    --

$   --

$   --

$   --

$1,827

$ 5.12

Sale (1)

 15,026

 42.08

    --

    --

 3,743

 10.50

 

$15,026

$42.08

$   --

$   --

$5,570

$15.62


(1)

2005 distribution consists of balance of sale proceeds from the 2003 sale of Southport Apartments and the sale proceeds from the 2004 sales of Point West








Apartments, Nob Hill Apartments and Briar Bay Apartments. 2003 distribution consists of sale proceeds from sale of Southport Apartments.


In conjunction with the transfer of funds from their certain majority-owned sub-tier limited partnerships to the Partnership, approximately $382,000, $7,000 and $9,000 was distributed to the general partner of the majority owned sub-tier limited partnerships during the years ended December 31, 2005, 2004, and 2003, respectively.


Subsequent to December 31, 2005 the Partnership distributed approximately $7,200,000 ($6,912,000 to the limited partners or $20.16/unit) consisting of the balance of the sale proceeds from the 2004 sale of Briar Bay Apartments.


Future cash distributions will depend on the levels of cash generated from operations and the timing of debt maturities, property sales and/or refinancings.  The Partnership’s cash available for distribution is reviewed on a monthly basis.  There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital improvement expenditures, to permit additional distributions to its partners in 2006 or subsequent periods.


Other


In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 224,566 limited partnership units (the "Units") in the Partnership representing 65.51% of the outstanding Units at December 31, 2005.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 65.51% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.


Critical Accounting Policies and Estimates


A summary of the Partnership's significant accounting policies is included in "Note A – Organization and Summary of Significant Accounting Policies" to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data." The General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the financial statements with useful and reliable information about the Partnership's operating results and financial condition.  The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.  Judgments and assessments of uncertainties are required in applying the Partnership's accounting policies in many areas. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.









Impairment of Long-Lived Assets


Investment properties are recorded at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.


Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnership’s investment properties.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnership’s assets.


Capitalized Costs Related to Redevelopment and Construction Projects


The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs associated with redevelopment projects are capitalized in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 67, “Accounting for Costs and the Initial Rental Operations of Real Estate Properties.” Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.  The Partnership capitalizes interest, property taxes and operating costs in accordance with SFAS No. 34 “Capitalization of Interest Costs” during periods in which redevelopment and construction projects are in progress.


Revenue Recognition


The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.


Item 7a.

Quantitative and Qualitative Disclosures About Market Risk


The Partnership is exposed to market risks from adverse changes in interest rates. In this regard, changes in U.S. interest rates affect the interest earned on the Partnership's cash and cash equivalents as well as interest paid on its indebtedness. As a policy, the Partnership does not engage in speculative or leveraged transactions, nor does it hold or issue financial instruments for trading purposes. The Partnership is exposed to changes in interest rates primarily as a result of its borrowing activities used to maintain liquidity and fund business








operations. To mitigate the impact of fluctuations in U.S. interest rates, the Partnership maintains 91% of its debt as fixed rate in nature by borrowing on a long-term basis. Based on interest rates at December 31, 2005, a 100 basis point increase or decrease in market interest rates would have no material impact on the Partnership.


The following table summarizes the Partnership's fixed rate debt obligations at December 31, 2005.  The interest rates represent the weighted-average rates.  The fair value of the total debt obligations after discounting the scheduled loan payments to maturity, at the Partnership's incremental borrowing rate was approximately $89,161,000 at December 31, 2005.


 

Long-term Debt

Principal amount by expected maturity:

Fixed Rate Debt

Average Interest Rate

 

(in thousands)

 
   

2006

  $   1,169

6.60%

2007

      1,533

6.60%

2008

     29,465

6.60%

2009

      1,217

7.01%

2010

      1,299

7.01%

Thereafter

     46,856

7.01%

Total

  $  81,539

 









Item 8.

Financial Statements and Supplementary Data


CONSOLIDATED CAPITAL PROPERTIES IV


LIST OF FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm


Consolidated Balance Sheets - December 31, 2005 and 2004


Consolidated Statements of Operations - Years ended December 31, 2005, 2004 and 2003


Consolidated Statements of Changes in Partners' Deficit - Years ended December 31, 2005, 2004, and 2003


Consolidated Statements of Cash Flows - Years ended December 31, 2005, 2004 and 2003


Notes to Consolidated Financial Statements








Report of Independent Registered Public Accounting Firm




The Partners

Consolidated Capital Properties IV



We have audited the accompanying consolidated balance sheets of Consolidated Capital Properties IV as of December 31, 2005 and 2004, and the related consolidated statements of operations, changes in partners' deficit, and cash flows for each of the three years in the period ended December 31, 2005.  These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Consolidated Capital Properties IV at December 31, 2005 and 2004, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2005, in conformity with U. S. generally accepted accounting principles.


/s/ERNST & YOUNG LLP



Greenville, South Carolina

March 6, 2006








CONSOLIDATED CAPITAL PROPERTIES IV


CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)





 

December 31,

 

2005

2004

Assets

  

Cash and cash equivalents

$   6,230

$   4,539

Receivables and deposits

    1,134

    1,187

Restricted escrows (Note A)

    6,517

      426

Other assets

    2,028

    1,359

Investment properties (Notes C and F):

  

Land

   11,030

   11,030

Buildings and related personal property

  120,984

  107,750

 

  132,014

  118,780

Less accumulated depreciation

   (79,491)

   (76,096)

 

   52,523

   42,684

 

$  68,432

$  50,195

Liabilities and Partners' Deficit

  

Liabilities

  

Accounts payable

$     441

$   3,704

Tenant security deposit liabilities

      372

      306

Accrued property taxes

    1,176

      991

Other liabilities

    1,056

      901

Distribution payable (Note E)

    1,316

      715

Mortgage notes payable (Note C)

   89,161

   53,520

 

   93,522

   60,137

Partners' Deficit

  

General partners (Note E)

    (6,764)

    (5,791)

Limited partners (342,773 units issued and

  

outstanding)

   (18,326)

    (4,151)

 

   (25,090)

    (9,942)

 

$  68,432

$  50,195



See Accompanying Notes to Consolidated Financial Statements










CONSOLIDATED CAPITAL PROPERTIES IV


CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per unit data)



 

Years Ended December 31,

 

2005

2004

2003

Revenues:

   

Rental income

$18,756

$15,757

$15,850

Other income

  2,156

  2,018

  1,963

Casualty gains (Note H)

    119

    678

     23

Total revenues

 21,031

 18,453

 17,836

    

Expenses:

   

Operating

 10,371

  8,581

  7,566

General and administrative

    746

    881

  1,334

Depreciation

  3,472

  2,130

  2,654

Interest

  4,532

  3,529

  3,788

Property taxes

  1,633

  1,117

  1,133

Loss on early extinguishment of debt (Notes C and G)

     17

    109

     --

Total expenses

 20,771

 16,347

 16,475

    

Income from continuing operations

    260

  2,106

  1,361

Income from discontinued operations

     --

    113

    607

Gain on sale of discontinued operations

   

 (Note D)

     --

 29,281

  6,232

    

Net income (Note I)

$   260

$31,500

$ 8,200

    

Net income allocated to general partners (4%)

$    10

$ 1,260

$   328

    

Net income allocated to limited partners (96%)

    250

 30,240

  7,872

    

Net income

$   260

$31,500

$ 8,200

    

Per limited partnership unit:

   

Income from continuing operations

$  0.73

$  5.89

$  3.82

Income from discontinued operations

     --

   0.32

   1.70

Gain on sale of discontinued operations

     --

  82.01

  17.45

    

Net income

$  0.73

$ 88.22

$ 22.97

    

Distributions per limited partnership unit

$ 42.08

$    --

$ 15.62


See Accompanying Notes to Consolidated Financial Statements










CONSOLIDATED CAPITAL PROPERTIES IV


CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT  

(in thousands, except unit data)




 

Limited

   
 

Partnership

General

Limited

 
 

Units

Partners

Partners

Total

     

Original capital contributions

343,106

$      1

$171,553

$171,554

     

Partners' deficit at

    

December 31, 2002

342,773

 $ (7,146)

 $(36,910)

 $(44,056)

     

Net income for the year ended

    

December 31, 2003

     --

     328

   7,872

   8,200

     

Distributions to partners

     --

     (226)

   (5,353)

   (5,579)

     

Partners' deficit at

    

December 31, 2003

342,773

   (7,044)

  (34,391)

  (41,435)

     

Net income for the year ended

    

December 31, 2004

     --

   1,260

  30,240

  31,500

     

Distributions to partners

     --

       (7)

      --

       (7)

     

Partners' deficit at

    

December 31, 2004

342,773

   (5,791)

   (4,151)

   (9,942)

     

Net income for the year ended

    

December 31, 2005

     --

      10

     250

     260

     

Distributions to partners

     --

     (983)

  (14,425)

  (15,408)

     

Partners' deficit at

    

December 31, 2005

342,773

 $ (6,764)

 $(18,326)

 $(25,090)


See Accompanying Notes to Consolidated Financial Statements










CONSOLIDATED CAPITAL PROPERTIES IV


CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


 

Years Ended December 31,

 

2005

2004

2003

Cash flows from operating activities:

   

Net income

$   260

$31,500

$ 8,200

Adjustments to reconcile net income to net cash

   

provided by operating activities:

   

Depreciation

   3,472

   2,523

   3,293

Amortization of loan costs

     207

     145

     211

Gain on sale of discontinued operations

      --

  (29,281)

   (6,232)

Casualty gains

     (119)

     (678)

      (23)

Loss on early extinguishment of debt

      17

     294

      13

Change in accounts:

   

Receivables and deposits

      53

      (24)

       3

Other assets

     (135)

      (47)

     (279)

Accounts payable

     (103)

     (505)

      64

Tenant security deposit liabilities

      66 

     (204) 

      (13)

Accrued property taxes

     185

     (256)

     (145)

Other liabilities

     155

     (251)

     287

Due to affiliates

      45

      --

     149

    

Net cash provided by operating activities

   4,103

   3,216

   5,528

    

Cash flows from investing activities:

   

Property improvements and replacements

  (16,471)

  (20,582)

   (4,021)

Net proceeds from sales of discontinued operations

      --

  33,957

   8,137

Net (deposits to) withdrawals from restricted

   

escrows

   (6,091)

     322

      (92)

Insurance proceeds received

     119

     678

      23

    

Net cash (used in) provided by

   

investing activities

  (22,443)

  14,375

   4,047

    

Cash flows from financing activities:

   

Payments on mortgage notes payable

     (591)

     (758)

     (876)

Repayment of mortgage notes payable

  (27,130)

  (17,432)

   (4,229)

Proceeds from mortgage notes payable

  63,362

   3,810

     375

Loan costs and pre-payment penalties paid

     (758)

     (247)

      --

Advances from affiliates

   6,944

  14,035

      --

Payments on advances from affiliates

   (6,989)

  (13,990)

      --

Distributions to partners

  (14,807)

       (7)

   (5,435)

    

Net cash provided by (used in) financing

   

activities

  20,031

  (14,589)

  (10,165)

    

Net increase (decrease) in cash and cash equivalents

   1,691

   3,002

     (590)

    

Cash and cash equivalents at beginning of the year

   4,539

   1,537

   2,127

    

Cash and cash equivalents at end of year

$  6,230

$  4,539

$  1,537


See Accompanying Notes to Consolidated Financial Statements










CONSOLIDATED CAPITAL PROPERTIES IV


CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)



Supplemental Disclosures of Cash Flow Information and Non-Cash Activities:


At December 31, 2005 and 2003 distributions payable to partners were each adjusted by approximately $601,000 and $144,000 for non-cash activity, respectively.


Cash paid for interest was approximately $4,541,000, $4,942,000 and $5,251,000 for the years ended December 31, 2005, 2004 and 2003, respectively.


At December 31, 2005, 2004 and 2003, property improvements and replacements of approximately $147,000, $3,307,000, and $243,000, respectively, were included in accounts payable.








CONSOLIDATED CAPITAL PROPERTIES IV


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2005



Note A - Organization and Summary of Significant Accounting Policies


Organization: Consolidated Capital Properties IV (the "Partnership" or "Registrant"), a California limited partnership, was formed on September 22, 1981, to operate and hold real estate properties.  The general partner of the Partnership is ConCap Equities, Inc. (the "General Partner" or "CEI"), a Delaware corporation. Additionally, the General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.  The Partnership Agreement provides that the Partnership is to terminate on December 31, 2011 unless terminated prior to that date.  As of December 31, 2005, the Partnership operates 11 residential properties in or near major urban areas in the United States.


Upon the Partnership's formation in 1981, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Management Company ("CCMC"), a California general partnership, was the non-corporate general partner.  In 1988, through a series of transactions, Southmark Corporation ("Southmark") acquired controlling interest in CCEC.  In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code.  In 1990, as part of CCEC's reorganization plan, CEI acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and CEI replaced CCEC as managing general partner in all 16 partnerships.  The selection of CEI as the sole managing general partner was approved by a majority of the limited partners in the Partnership and in each of the Affiliated Partnerships pursuant to a solicitation of the Limited Partners dated August 10, 1990.  As part of the solicitation, the Limited Partners also approved an amendment to the Partnership Agreement to limit changes of control of the Partnership, and the conversion of CCMC from a general partner to a Special Limited Partner, thereby leaving CEI as the sole general partner of the Partnership.  On November 14, 1990, CCMC was dissolved and its Special Limited Partnership interest was divided among its former partners.


All of CEI's outstanding stock is owned by Insignia Properties Trust ("IPT"), which is an affiliate of AIMCO.  In December 1994, the parent of GII Realty, Inc., entered into a transaction (the "Insignia Transaction") in which an affiliate of Insignia acquired an option (exercisable in whole or in part from time to time) to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial exercise of such option, acquired 50.5% of that stock.  As part of the Insignia Transaction, the Insignia affiliate also acquired all of the outstanding stock of Partnership Services, Inc., an asset management entity, and a subsidiary of Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a property management entity.  In addition, confidentiality, non-competition, and standstill arrangements were entered into between certain of the parties.  Those arrangements, among other things, prohibit GII Realty's former sole shareholder from purchasing Partnership Units for a period of three years.  On October 24, 1995, the Insignia affiliate exercised the remaining portion of its option to purchase all of the remaining outstanding capital stock of GII Realty, Inc.











Basis of Presentation:

The Partnership amended its Form 10-K for the year ended December 31, 2004 and its Form 10-Q for the three months ended March 31, 2005 to adjust for capitalizing interest expense related to the redevelopment of one of the investment properties.  In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 34, the Partnership should have considered the total consolidated debt of the Partnership in determining the amount of interest expense to capitalize.  In addition, the Partnership paid a pre-payment penalty associated with the retirement of the mortgage encumbering the investment property in 2004 and this pre-payment penalty should also have been capitalized, as the Partnership was required by the mortgage lender to repay the mortgage.  Because of the errors noted above, the balance sheet as of December 31, 2004, including the partners’ deficit, was restated in the amended Form 10-K to reflect the correction of these errors.


In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” the accompanying consolidated statements of operations reflect the operations of South Port Apartments, Point West Apartments, Nob Hill Apartments and Briar Bay Apartments as income from discontinued operations due to their sales in March 2003, March 2004, October 2004 and October 2004, respectively.


Consolidation: The consolidated financial statements include the Partnership's majority interest in a joint venture which owned South Port Apartments.  The Partnership has the ability to control the major operating and financial policies of the joint venture.  No minority interest has been reflected for the joint venture because minority interests are limited to the extent of their equity capital, and losses in excess of the minority interest equity capital are charged against the Partnership's interest.  Should the losses reverse, the Partnership would be credited with the amount of minority interest losses previously absorbed. The other partner of this joint venture is AIMCO Properties, LP, an affiliate of the General Partner. South Port Apartments was sold in March 2003.


The Partnership's consolidated financial statements also include the accounts of the Partnership, its wholly-owned partnerships, and its 99% limited partnership interest in Briar Bay Apartments Associates, Ltd., Post Ridge Associates, Ltd., Concap River's Edge Associates, Ltd., Foothill Chimney Associates, L.P., and ConCap Stratford Associates, Ltd.  The Partnership may remove the general partner of its 99% owned partnerships; therefore, the partnerships are deemed controlled and therefore consolidated by the Partnership.  All significant interpartnership balances have been eliminated. Briar Bay Apartments was sold in October 2004.


Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks.  At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Cash balances include approximately $6,071,000 and $4,394,000 at December 31, 2005 and 2004, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in a cash concentration account.


Security Deposits: The Partnership requires security deposits from lessees for the duration of the lease and such deposits are included in receivables and deposits.  Deposits are refunded when the tenant vacates, provided the tenant has not damaged its space and is current on its rental payments.











Restricted Escrows:


Tax Escrow Account: In connection with the second mortgages obtained on Citadel and Lake Forest Apartments in June 2004, the lender required the establishment of a property tax escrow account to be maintained by the mortgage lender.    The Partnership was required to make initial deposits of approximately $115,000 and $136,000 for Citadel and Lake Forest Apartments, respectively, at the time the mortgages were obtained and is required to make monthly deposits of approximately $16,000 and $17,000, respectively.  At December 31, 2005, the total reserve balance was approximately $308,000.


In connection with the refinancing of Citadel Village and Village East in November of 2005, the lender required the establishment of a property tax escrow account to be maintained by the mortgage lender.  The Partnership was required to make initial deposits of approximately $20,000 and $14,000 for Citadel Village and Village East respectively, at the time the mortgages were obtained and is required to make monthly deposits of approximately $2,000 each.  At December 31, 2005, the total reserve balance was approximately $38,000.  


Insurance Escrows:  In connection with the refinancing of Village East Apartments in November of 2005, the lender required the establishment of an insurance escrow account to be maintained by the mortgage lender.  The Partnership was required to make initial deposits of approximately $5,000 at the time the mortgage was obtained and make monthly deposits of approximately $2,000.  At December 31, 2005, the total reserve balance was approximately $5,000.


Lines of Credit Reserve Account:  In conjunction with the new mortgage obtained on Belmont Place Apartments in April 2005 the Partnership has provided to the lender two letters of credit, each in the amount of $2,500,000, to secure the Partnership’s obligations under the mortgage.  The letters of credit are secured by proceeds from the mortgage financing which were deposited into an escrow account.  The lender will release the first letter of credit when the property has achieved annual rental income of approximately $2.9 million from 60% of the rental units and will release the second letter of credit when the property has achieved annual rental income of approximately $3.9 million from 88% of the rental units.  During the year ended December 31, 2005, the first letter of credit for $2,500,000 was released and the funds were returned to the Partnership. The amount returned included interest of approximately $33,000. At December 31, 2005, the total reserve balance was $2,500,000. Subsequent to December 31, 2005 the second letter of credit for $2,500,000 was released and the funds were returned to the Partnership.


Renovation Escrow: In connection with the refinancing of Knollwood Apartments in November of 2005, the lender required the establishment of an escrow account for the purposes of renovations to be done on the property to be maintained by the lender.  The Partnership was required to make an initial deposit of approximately $3,500,000.  At December 31, 2005, the total reserve balance was approximately $3,500,000.











Replacement Reserve Account: In connection with the second mortgages obtained on Citadel and Lake Forest Apartments in June 2004, the lender required the establishment of a replacement reserve to be used for the funding of capital replacements throughout the loan terms.  The Partnership is required to make monthly deposits of approximately $6,000 and $7,000 for Citadel and Lake Forest Apartments, respectively.  At December 31, 2005, the total reserve balance was approximately $163,000.


In connection with the refinancing of Village East Apartments in November 2005, the lender required the establishment of a replacement reserve to be used for the funding of capital replacements throughout the loan terms.  The Partnership is required to make monthly deposits of approximately $3,000.  At December 31, 2005, the total reserve balance was approximately $3,000.  


Investments in Real Estate:  Investment properties consists of eleven apartment complexes and are stated at cost.  The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components.  Costs associated with redevelopment projects are capitalized in accordance with SFAS No. 67, “Accounting for Costs and the Initial Rental Operations of Real Estate Properties.”  Costs incurred in connection with capital projects are capitalized where the costs of the project exceed $250.  Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.  The Partnership capitalizes interest, property taxes and operating costs in accordance with SFAS No. 34 “Capitalization of Interest Costs” during periods in which redevelopment and construction projects are in progress.  During the years ended December 31, 2005, 2004, and 2003 the Partnership capitalized interest of $398,000, $716,000, and $389,000 property taxes of $7,000, $139,000, and $233,000 and operating costs of $11,000, $114,000, and $343,000, respectively. Capitalized costs are depreciated over the useful life of the asset.  Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.


In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.  No adjustments for impairment of value were necessary for the years ending December 31, 2005, 2004, and 2003.

 


Depreciation: Depreciation is provided by the straight-line method over the estimated lives of the investment properties and related personal property.  For Federal income tax purposes, the accelerated cost recovery method is used for real property over 19 years for additions after May 8, 1985 and before January 1, 1987. As a result of the Tax Reform Act of 1986, for additions after December 31, 1986, the modified accelerated cost recovery method is used for depreciation of (1) real property over 27 1/2 years and (2) personal property additions over 5 years.











Leases: The Partnership generally leases apartment units for twelve-month terms or less.  The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area.  Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease.  The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.


Deferred Costs: Loan costs of approximately $1,614,000 and $1,744,000, net of accumulated amortization of approximately $309,000 and $882,000, are included in other assets at December 31, 2005 and 2004, respectively.  The loan costs are amortized over the terms of the related loan agreements.  Amortization expense is included in interest expense and income from discontinued operations.  Amortization expense is expected to be approximately $318,000 in 2006, $286,000 in 2007, $183,000 in 2008, $94,000 in 2009 and $93,000 in 2010.  


Leasing commissions and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms of the related leases.  Amortization of these costs is included in operating expenses.


Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined in the SFAS as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for long term debt) approximates their fair value due to the short term maturity of these instruments. The Partnership estimates the fair value of its long-term debt by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, fully amortizing long-term debt.  The fair value of the Partnership's long term debt at the Partnership's incremental borrowing rate approximates its fair value at December 31, 2005.


Allocation of Net Income and Net Loss: The Partnership Agreement provides for net income (losses) and distributions of distributable cash from operations to be allocated generally 96% to the Limited Partners and 4% to the General Partner.


Net Income Per Limited Partnership Unit: Net income per Limited Partnership Unit is computed by dividing net income allocated to the Limited Partners by the number of Units outstanding. Per Unit information has been computed based on the number of Units outstanding at the beginning of each year.


Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information" established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. SFAS No. 131 also established










standards for related disclosures about products and services, geographic areas, and major customers. As defined in SFAS No. 131, the Partnership has only one reportable segment.


Advertising Costs: Advertising costs of approximately $935,000, $909,000 and $553,000 in 2005, 2004 and 2003, respectively, are expensed as incurred and are included in operating expense and income from discontinued operations.


Use of Estimates: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.


Recent Accounting Pronouncement: In May 2005, the Financial Accounting Standards Board issued SFAS No. 154 “Accounting Changes and Error Corrections, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, although early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date SFAS No. 154 was issued. The Partnership does not anticipate that the adoption of SFAS No. 154 will have a material effect on the Partnership’s consolidated financial condition or results of operations.


Note B - Transactions with Affiliated Parties


The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and for reimbursements of certain expenses incurred by affiliates on behalf of the Partnership.


Affiliates of the General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $1,029,000, $1,075,000 and $1,161,000 for the years ended December 31, 2005, 2004 and 2003, respectively, which is included in operating expense and income from discontinued operations.  


Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $809,000, $914,000 and $955,000 for the years ended December 31, 2005, 2004, and 2003, respectively, which is included in general and administrative expenses and investment properties.  The portion of these reimbursements included in investment properties for the years ended December 31, 2005, 2004, and 2003 are fees related to construction management services provided by an affiliate of the General Partner of approximately $285,000, $223,000, and $104,000, respectively.  


In accordance with the Partnership Agreement, an affiliate of the General Partner advanced the Partnership approximately $6,944,000 and $14,035,000 during the years ended December 31, 2005 and 2004, respectively, to assist with the construction of










Belmont Place Apartments and to repay the mortgage encumbering the property (see Note G). During the same periods, the Partnership repaid approximately $7,043,000 and $14,105,000, which included approximately $54,000 and $115,000 of interest, respectively. There were no such advances or repayments during the year ended December 31, 2003. Interest on advances is charged at prime plus 2% or 9.25% at December 31, 2005. Interest expense was approximately $54,000 and $115,000 for the years ended December 31, 2005 and 2004, respectively. There was no interest expense for the year ended December 31, 2003.


The Partnership Agreement provides for a special management fee equal to 9% of the total distributions made to the limited partners from cash flow provided by operations to be paid to the General Partner for executive and administrative management services. Affiliates of the General Partner were paid approximately $158,000 under this provision of the Partnership Agreement during the year ended December 31, 2003. There were no such special management fees paid or earned during the years ended December 31, 2005 or 2004.


For acting as a real estate broker in connection with the sale of South Port Apartments in March 2003, the General Partner was paid a real estate commission of approximately $295,000 during the year ended December 31, 2003. For acting as real estate broker in connection with the sale of Stratford Place Apartments in December 2000, a real estate commission of approximately $228,000 was accrued in December 2000 and paid to the General Partner during the year ended December 31, 2001. For acting as real estate broker in connection with the sale of Overlook Apartments in December 1999, the General Partner was paid a real estate commission of approximately $40,000 during the year ended December 31, 2000. When the Partnership terminates, the General Partner will have to return these commissions if the limited partners do not receive their original invested capital plus a 6% per annum cumulative return.


The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2005, 2004, and 2003, respectively, the Partnership paid AIMCO and its affiliates approximately $297,000, $377,000 and $350,000 for insurance coverage and fees associated with policy claims administration.


In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 224,566 limited partnership units (the "Units") in the Partnership representing 65.51% of the outstanding Units at December 31, 2005.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 65.51% of the outstanding Units, AIMCO and its










affiliates are in a position to control all voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.


Note C - Mortgage Notes Payable


The principle terms of mortgage notes payable are as follows:


 

Principal

Principal

Monthly

  

Principal

 

Balance At

Balance At

Payment

Stated

 

Balance

 

December 31,

December 31,

Including

Interest

Maturity

Due At

Property

2005

2004

Interest

Rate

Date

Maturity

 

(in thousands)

   

(in thousands)

The Apartments

$ 4,092

$ 4,235

  $  41

8.37% (a)

03/20

$    --

Arbours of Hermitage

      

  Apartments

 10,961

  5,650

     59

5.06% (a)

09/15

  8,964

Belmont Place Apartments

 19,250

     --

    108

5.14% (a)(f)

11/34

     --

Citadel Apartments

      

1st mortgage

  4,183

  4,215

     33

8.55% (a)

07/14

  3,748

2nd mortgage

  1,310

  1,310

      5

(b)(e)

07/07

  1,310

Citadel Village Apartments

  1,812

  2,450

   

(c)

09/07

  1,764

Foothill Place Apartments

 17,633

 10,100

     92

4.72% (a)

09/08

 16,836

Knollwood Apartments

 11,600

  6,780

     64

5.20% (a)

12/08

 11,100

Lake Forest Apartments

      

1st mortgage

  5,979

  6,027

     42

7.43% (a)

07/14

  5,255

2nd mortgage

  2,500

  2,500

     17

(b)(e)

07/07

  2,500

Post Ridge Apartments

      

  1st mortgage

  4,017

  4,152

     34

6.63% (a)

01/22

     --

  2nd mortgage

    363

    369

      3

7.04% (a)

01/22

    173

Rivers Edge Apartments

  3,461

  3,582

     33

7.82% (a)

09/20

     --

Village East Apartments

  2,000

  2,150

     15

(d)(e)

12/07

  2,000

Total

$89,161

$53,520

  $ 546

  

$53,650


(a)   Fixed rate mortgage.

(b)

Interest rate is variable and is equal to the one month LIBOR rate plus 300 basis points (7.39% at December 31, 2005).

(c)

Interest rate is variable and is equal to the Fannie Mae discounted mortgage-backed security index plus 85 basis points.  The rate at December 31, 2005 was 5.13%.

(d)

Interest rate is variable and is equal to the one month LIBOR rate plus 160 basis points (5.99% at December 31, 2005).

(e)

Monthly payments of interest only at the stated interest rate until maturity.

(f)

Monthly payments of interest only until December of 2006, when monthly payments of principal and interest begin.











The notes payable represent borrowings on the properties purchased by the Partnership. The notes are non-recourse, and are collateralized by deeds of trust on the investment properties. The notes mature between 2007 and 2034 with balloon payments of approximately $7,574,000, $27,936,000, $9,003,000, $8,964,000 and $173,000 due in 2007, 2008, 2014, 2015, and 2022, respectively. Various mortgages require prepayment penalties if repaid prior to maturity. Further, the properties may not be sold subject to existing indebtedness.


On November 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Citadel Village Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $1,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $1,812,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $2,450,000. Closing costs of approximately $56,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of interest beginning on December 16, 2005 until the loan matures on September 16, 2007, with a five-year extension option.  The Permanent Credit Facility includes properties in other partnerships that are affiliated with the general partner of the Registrant. The Permanent Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The new loan on Citadel Village Apartments has a variable interest rate of the Fannie Mae discounted mortgage-backed security index plus 85 basis points, which rate is currently 5.13% per annum, and resets monthly.  The interest rate on the prior mortgage was 6.95% per annum. Monthly principal payments are required based on a 30-year amortization schedule using the interest rate in effect during the first month of the new mortgage. The loan is prepayable without penalty. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.


On November 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Knollwood Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $2,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $11,600,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $6,780,000. Closing costs of approximately $121,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of principal and interest of approximately $64,000, beginning on January 10, 2006 until the loan matures on December 10, 2008, with a fixed interest rate of 5.20% and a balloon payment of approximately $11,100,000 due at maturity.  The Partnership is prohibited from prepaying the loan prior to January 10, 2007.  On or after January 10, 2007, the loan may be prepaid with the payment of a prepayment penalty, as defined in the loan agreement.  In connection with the refinancing a Renovation Escrow account, held by the lender, was established in the amount of $3,500,000. As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.











On November 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Village East Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $2,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $2,000,000 replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $2,150,000. Closing costs of approximately $70,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of interest beginning on January 1, 2006 until the loan matures on December 1, 2007, at which time the entire principal balance of $2,000,000 is due. The loan has a variable interest rate of the one month LIBOR rate plus 1.60%, which rate is currently 5.99% per annum, and resets monthly.  The minimum interest rate for the term of the loan is the initial monthly rate at closing of the loan, which was 5.79%.  The loan is prepayable without penalty if repaid within either months one through nine or months twenty two through twenty four. There is a prepayment penalty of 1% of the amount repaid if the loan is prepaid within months ten through twenty.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  The Partnership has the right to request an extension of the maturity date for one year to December 1, 2008 if such request is made within thirty to ninety days prior to December 1, 2007 and other specific terms as stipulated in the loan agreement are satisfied.


On August 31, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Arbours of Hermitage.  The Partnership recognized a loss on early extinguishment of debt of approximately $5,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $11,000,000, replaced the existing mortgage loan, which had an outstanding balance at the time of the refinancing of $5,650,000. Closing costs of approximately $103,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of principal and interest of approximately $59,000, beginning on October 10, 2005 until the loan matures on September 10, 2015, with a fixed interest rate of 5.06% and a balloon payment of approximately $8,964,000, due at maturity.  The Partnership is prohibited from prepaying the loan prior to October 10, 2007.  On or after October 10, 2007, the loan may be prepaid with the payment of a prepayment penalty, as defined in the loan agreement.  As a condition of the loan, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee the obligations and liabilities of the Partnership with respect to the new mortgage financing.  


On August 30, 2005, the Partnership refinanced the first mortgage encumbering one of its investment properties, Foothill Place Apartments.  The Partnership recognized a loss on early extinguishment of debt of approximately $7,000 during the year ended December 31, 2005 due to the write off of unamortized loan costs.  The new mortgage loan, in the principal amount of $17,700,000, replaced the existing mortgage loan, which had an outstanding balance of $10,100,000.  Closing costs of approximately $193,000 were capitalized during 2005 and are included in other assets. The new mortgage requires monthly payments of principal and interest of approximately $92,000, beginning on October 1, 2005 until the loan matures on September 1, 2008, with a fixed interest rate of 4.72% and a balloon payment of










approximately $16,836,000 due at maturity.  The Partnership may extend the term of the loan for two successive one-year periods by exercising the extension options as defined in the loan agreement.  The Partnership may prepay the loan with no penalty if prepayment in full is made no more than twelve months before the maturity date or during the extension periods.  However, if the loan is prepaid prior to twelve months before the maturity date then a prepayment penalty, as defined in the loan agreement, will apply.


On April 29, 2005, the Partnership obtained a mortgage in the principal amount of $19,250,000 on Belmont Place Apartments.  The Partnership received proceeds from the mortgage of approximately $14,084,000 after payment of closing costs and the funding of two letters of credit, as discussed below.  Closing costs of approximately $198,000 were capitalized during 2005 and are included in other assets.  The new mortgage requires monthly payments of interest only beginning on June 1, 2005 until November 1, 2006.  Beginning December 1, 2006, monthly payments of principal and interest of $108,180 are required until the loan matures November 1, 2034.  The lender can exercise a call option on the mortgage on June 1, 2012 and every fifth anniversary thereafter.  The interest rate is fixed at 5.14% for the life of the mortgage.  


In conjunction with the Belmont Place Apartments mortgage, the Partnership has provided to the lender two letters of credit, each in the amount of $2,500,000, to secure the Partnership’s obligations under the mortgage.  The letters of credit are secured by proceeds from the mortgage financing which were deposited into an escrow account.  The lender will release the first letter of credit when the property has achieved annual rental income of approximately $2.9 million from 60% of the rental units and will release the second letter of credit when the property has achieved annual rental income of approximately $3.9 million from 88% of the rental units.  The first letter of credit for $2,500,000 was released during the fourth quarter of 2005 and the funds were returned to the Partnership. The amount returned included interest of approximately $33,000. Subsequent to December 31, 2005 the second letter of credit for $2,500,000 was released and the funds were returned to the Partnership.


On June 8, 2004, the Partnership obtained a second mortgage loan on Lake Forest Apartments in the amount of $2,500,000.  The second mortgage requires monthly payments of interest beginning August 1, 2004 until the loan matures July 1, 2007.  Interest is variable and is equal to the one month LIBOR rate plus 300 basis points (7.39% at December 31, 2005).  Capitalized loan costs incurred during 2004 on the financing were approximately $83,000.


In connection with the Lake Forest Apartments new financing, the Partnership agreed to certain modifications on the existing mortgage loan encumbering Lake Forest Apartments.  The modification of terms consisted of an interest rate of 7.43%, a payment of approximately $44,000 due on July 1, 2004 and monthly payments of approximately $42,000, commencing August 1, 2004 through the maturity of July 1, 2014, at which time a balloon payment of approximately $5,255,000 is due.  The previous terms consisted of monthly payments of approximately $51,000 with a stated interest rate of 7.13% through the maturity date of October 1, 2021, at which time the loan was scheduled to be fully amortized.







CONSOLIDATED CAPITAL PROPERTIES IV


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)




On June 18, 2004, the Partnership obtained a second mortgage loan on Citadel Apartments in the amount of $1,310,000.  The second mortgage requires monthly payments of interest beginning August 1, 2004 until the loan matures July 1, 2007.  Interest is variable and is equal to the one month LIBOR rate plus 300 basis points (7.39% at December 31, 2005). Capitalized loan costs incurred during 2004 on the financing were approximately $66,000.


In connection with the new financing, the Partnership agreed to certain modifications on the existing mortgage loan encumbering Citadel Apartments.  The modification of terms consisted of an interest rate of 8.55%, a payment of approximately $38,000 due on July 1, 2004 and monthly payments of approximately $33,000, commencing August 1, 2004 through the maturity of July 1, 2014, at which time a balloon payment of approximately $3,748,000 is due.  The previous terms consisted of monthly payments of approximately $40,000 with a stated interest rate of 8.25% through the maturity date of March 1, 2020, at which time the loan was scheduled to be fully amortized.


On October 22, 2003, the Partnership entered into a second mortgage for Post Ridge Apartments. The second mortgage is in the principal amount of $375,000 and has a stated interest rate of 7.04% per annum. Payments of principal and interest of approximately $3,000 are due on the first day of each month commencing December 2003 until January 2022 at which time a balloon payment of approximately $173,000 is required. The proceeds from the second mortgage were used as a cross collateralized loan to Belmont Place Apartments to establish a capital escrow reserve as required by the mortgage lender.  Belmont Place Apartments used these proceeds to fund the construction project at the property.


Future annual principal payments required under the terms of the mortgage notes payable subsequent to December 31, 2005, are as follows (in thousands):


2006

$ 1,196

2007

  9,128

2008

 29,465

2009

  1,217

2010

  1,299

Thereafter

 46,856

Total

$89,161


Note D - Disposition of Investment Properties


On March 28, 2003, the Partnership sold South Port Apartments to a third party, for a gross sale price of $8,625,000. The net proceeds realized by the Partnership were approximately $8,137,000 after payment of closing costs of approximately $488,000. The Partnership used approximately $4,229,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain of approximately $6,232,000 for the year ended December 31, 2003, as a result of this sale. This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations. The property’s operations, income of approximately $8,000 for the year ended December 31, 2003 is included in income from discontinued operations and includes revenues of approximately $327,000. In









addition, the Partnership recorded a loss on early extinguishment of debt of approximately $13,000 for the year ended December 31, 2003 due to the write-off of unamortized loan costs, which is also included in income from discontinued operations in the accompanying consolidated statements of operations.


On March 31, 2004, the Partnership sold Point West Apartments to a third party, for a gross sale price of $3,900,000.  The net proceeds realized by the Partnership were approximately $3,794,000 after payment of closing costs of approximately $106,000.  The Partnership used approximately $2,204,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $3,210,000 for the year ended December 31, 2004, as a result of this sale.  This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations.  The property’s operations, losses of approximately $87,000 and $62,000 for the years ended December 31, 2004  and 2003, respectively, are included in income from discontinued operations and include revenues of approximately $189,000, and $811,000, respectively.  In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $48,000 for the year ended December 31, 2004 due to the write-off of unamortized loan costs, which is also included in income from discontinued operations in the accompanying consolidated statements of operations.


On October 29, 2004, the Partnership sold Nob Hill Villa Apartments to a third party, for a gross sale price of $10,700,000.  The net proceeds realized by the Partnership were approximately $10,519,000 after payment of closing costs of approximately $181,000.  The Partnership used approximately $6,328,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $7,962,000 for the year ended December 31, 2004, as a result of this sale.  This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations.  The property’s operations, a loss of approximately $108,000 and income of approximately $24,000 for the years ended December 31, 2004, and 2002, respectively, are included in income from discontinued operations and include revenues of approximately $2,071,000, and $2,642,000, respectively.  In addition, the Partnership recorded a loss on early extinguishment of debt of approximately $23,000 for the year ended December 31, 2004 due to the write-off of unamortized loan costs, which is also included in income from discontinued operations in the accompanying consolidated statements of operations.  


On October 29, 2004, the Partnership sold Briar Bay Apartments to a third party, for a gross sale price of $20,352,000.  The net proceeds realized by the Partnership were approximately $19,644,000 after payment of closing costs of approximately $708,000.  The Partnership used approximately $3,500,000 of the net proceeds to repay the mortgage encumbering the property.  The Partnership realized a gain of approximately $18,109,000 for the year ended December 31, 2004, as a result of this sale.  This amount is shown as gain on sale of discontinued operations in the accompanying consolidated statements of operations.  The property’s operations, income of approximately $308,000, and $637,000 for the years ended December 31, 2004, and 2003, respectively, are included in income from discontinued operations and include revenues of approximately $1,574,000, and $1,805,000, respectively.  In addition, for the year ended December 31, 2004 the Partnership recorded a loss on early extinguishment of debt of approximately









$16,000 due to the write-off of unamortized loan costs, and approximately $98,000 due to pre-payment penalties paid. These amount are included in income from discontinued operations in the accompanying consolidated statements of operations.


Note E - Distributions


In conjunction with the transfer of funds from certain majority-owned sub-tier limited partnerships to the Partnership, approximately $382,000, $7,000 and $9,000 was distributed to the general partner of the majority owned sub-tier limited partnership during the years ended December 31, 2005, 2004 and 2003, respectively.


During 2005, the Partnership declared distributions of approximately $15,026,000 (approximately $14,425,000 to the limited partners or $42.08 per limited partnership unit) consisting of sales proceeds of South Port Apartments in 2003, and the 2004 sales of Point West Apartments, Nob Hill Apartments and Briar Bay Apartments. Approximately $601,000 of these distributions from proceeds is payable at December 31, 2005 to the General Partner and Special Limited Partners as this portion is subordinated and deferred per the Partnership Agreement until the limited partners receive 100% of their original capital contributions from surplus cash.  


During 2003, the Partnership declared distributions of approximately $5,570,000 (approximately $5,353,000 to the limited partners or $15.62 per limited partnership unit) consisting of approximately $1,827,000 (approximately $1,754,000 or $5.12 per limited partnership unit) from operations and approximately $3,743,000 (approximately $3,599,000 or $10.50 per limited partnership unit) from the sales proceeds of South Port Apartments, which sold in March of 2003. Approximately $144,000 of these distributions from proceeds is payable at December 31, 2005 to the General Partner and special limited partners as this portion is subordinated and deferred per the Partnership Agreement until the limited partners receive 100% of their original capital contributions from surplus cash.


In years prior to 2003 the Partnership distributed various amounts from the proceeds of property sales and refinancings.  At December 31, 2005, approximately $571,000 of these distributions from proceeds is payable to the General Partner and special limited partners as this distribution is subordinated and deferred per the Partnership Agreement until the limited partners receive 100% of their original capital contributions from surplus cash.










Note F – Investment Properties and Accumulated Depreciation


  

Initial Cost

 
  

To Partnership

 
  

(in thousands)

 
     
   

Buildings

Net Cost

   

and

Capitalized

   

Personal

Subsequent to

Description

Encumbrances

Land

Property

Acquisition

 

(in thousands)

  

(in thousands)

The Apartments

$ 4,092

$   438

$ 6,218

$ 3,303

Arbours of Hermitage

    

  Apartments

 10,961

    547

  8,574

  8,327

Belmont Place Apartments

 19,250

    659

  7,188

 23,970

Citadel Apartments

  5,493

    695

  5,619

  2,138

Citadel Village Apartments

  1,812

    337

  3,334

  1,816

Foothill Place Apartments

 17,633

  3,492

  9,435

  6,417

Knollwood Apartments

 11,600

    345

  7,065

  6,215

Lake Forest Apartments

  8,479

    692

  5,811

  4,155

Post Ridge Apartments

  4,380

    143

  2,498

  3,820

Rivers Edge Apartments

  3,461

    512

  2,160

  1,258

Village East Apartments

  2,000

    184

  2,236

  2,413

Totals

$89,161

$ 8,044

$60,138

$63,832










 

Gross Amount At Which Carried

    
 

At December 31, 2005

    
 

(in thousands)

    
        
  

Buildings

     
  

And

     
  

Related

     
  

Personal

 

Accumulated

Date of

Date

Depreciable

Description

Land

Property

Total

Depreciation

Construction

Acquired

Life-Years

    

(in thousands)

   

The Apartments

$   438

$  9,521

$  9,959

$  8,400

1973

04/84

5-30

Arbours of Hermitage

       

  Apartments

    547

  16,901

  17,448

  13,122

1973

09/83

5-30

Belmont Place Apartments

  3,737

  28,080

  31,817

   1,103

2004/2005

08/82

5-30

Citadel Apartments

    694

   7,758

   8,452

   7,305

1973

05/83

5-30

Citadel Village Apartments

    337

   5,150

   5,487

   4,061

1974

12/82

5-30

Foothill Place Apartments

  3,402

  15,942

  19,344

  13,311

1973

08/85

5-30

Knollwood Apartments

    345

  13,280

  13,625

  11,454

1972

07/82

5-30

Lake Forest Apartments

    692

   9,966

  10,658

   8,937

1971

04/84

5-30

Post Ridge Apartments

    143

   6,318

   6,461

   5,003

1972

07/82

5-30

Rivers Edge Apartments

    512

   3,418

   3,930

   3,079

1976

04/83

5-30

Village East Apartments

    183

   4,650

   4,833

   3,716

1973

12/82

5-30

        

Totals

$11,030

$120,984

$132,014

$ 79,491

   


Reconciliation of "Investment Properties and Accumulated Depreciation":


 

Years ended December 31,

 

2005

2004

2003

 

(in thousands)

Investment Properties

   

Balance at beginning of year

$118,780

$122,370

$137,657

Additions

  13,311

  23,646

   4,264

Property dispositions

      (77)

  (27,236)

  (19,551)

Balance at end of year

$132,014

$118,780

$122,370

    

Accumulated Depreciation

   

Balance at beginning of year

$ 76,096

$ 96,547

$110,917

Additions charged to expense

   3,472

   2,523

   3,293

Property dispositions

      (77)

  (22,974)

  (17,663)

Balance at end of year

$ 79,491

$ 76,096

$ 96,547


The aggregate cost of the real estate for Federal income tax purposes at December 31, 2005, 2004 and 2003, is approximately $144,435,000, $128,255,000 and $150,401,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2005, 2004 and 2003, is approximately $88,870,000, $84,862,000 and $120,662,000, respectively.









Note G – Redevelopment of Belmont Place Apartments


During 2003, the General Partner determined that Belmont Place Apartments suffered from severe structural defects in the buildings’ foundation and as such, demolished the property. The General Partner designed and approved a redevelopment plan for the property. Site work on the redevelopment began during the fourth quarter of 2003. At December 31, 2005, all 326 units had been completed and were available for rental.


The Partnership entered into a construction contract with Casden Builders, Inc. (a related party) to develop the new Belmont Place Apartments at an estimated cost of approximately $26.9 million. The construction contract provides for the payment of the cost of the work plus a fee without a maximum guaranteed price. Construction was completed in 2005 at a total project cost of approximately $31.9 million. The Partnership has funded construction expenditures from operating cash flow, proceeds from a cross collateralized loan, Partnership reserves, loans from an affiliate of the General Partner and sales proceeds. During the years ended December 31, 2005 and 2004, approximately $7,556,000 and $20,338,000 of construction costs were incurred, respectively. During the years ended December 31, 2005, 2004, and 2003, the Partnership capitalized interest costs of approximately $394,000, $705,000, and $390,000, tax and insurance expenses of approximately $6,000, $136,000, and $226,000, and other construction period operating expenses of approximately $10,000, $105,000, and $351,000, respectively. In addition, during 2004 the Partnership paid prepayment penalties of approximately $170,000, which were also capitalized as part of the construction cost, see discussion below.


As part of the redevelopment, during the year ended December 31, 2004, an affiliate of the General Partner advanced the Partnership approximately $5,600,000 to repay the mortgage and associated accrued interest encumbering Belmont Place Apartments.  The loan was scheduled to mature in December 2005.  In addition to repaying the mortgage of approximately $5,400,000, the Partnership wrote off unamortized loan costs of approximately $109,000, which is shown as loss on early extinguishment of debt on the accompanying consolidated statements of operations. The Partnership also paid prepayment penalties of approximately $170,000, which were capitalized as part of the construction cost.


Note H – Casualty Events


In August 2005, Post Ridge Apartments suffered fire damage to some of its rental units.  Insurance proceeds of approximately $13,000 were received during the year ended December 31, 2005.  The Partnership recognized a casualty gain of approximately $13,000 during the year ended December 31, 2005 as the damaged assets were fully depreciated at the time of the casualty.  


In May 2005, Knollwood Apartments suffered fire damage to some of its rental units. Insurance proceeds of approximately $54,000 were received during the year ended December 31, 2005. The Partnership recognized a casualty gain of approximately $54,000 during the year ended December 31, 2005 as the damaged assets were fully depreciated at the time of the casualty.











In July 2004, Citadel Village Apartments suffered hail and wind damage to some of its rental units. Insurance proceeds of approximately $50,000 were received during the year ended December 31, 2005. The Partnership recognized a casualty gain of approximately $50,000 during the year ended December 31, 2005 as the damaged assets were fully depreciated at the time of the casualty.


In March 2004, Village East Apartments suffered an electrical fire that damaged six apartment units. Insurance proceeds of approximately $77,000 were received during the year ended December 31, 2004. The Partnership recognized a casualty gain of approximately $77,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty.  


In February 2004, Knollwood Apartments suffered fire damage to some of its rental units. Insurance proceeds of approximately $47,000 were received during the year ended December 31, 2004. The Partnership recognized a casualty gain of approximately $47,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty. During the year ended December 31, 2005, the Partnership received approximately $2,000 in additional proceeds which was recognized as a casualty gain.


In February 2004, The Apartments suffered damage to 180 apartment units due to an ice storm.  During the year ended December 31, 2004, the Partnership received insurance proceeds of approximately $322,000, which included approximately $30,000 for emergency expenses. The Partnership recognized a casualty gain of approximately $292,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty.


In November 2003, Lake Forest Apartments suffered water damage to some of the rental units. Insurance proceeds of approximately $44,000 were received during the year ended December 31, 2004. The Partnership recognized a casualty gain of approximately $44,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty.


In October 2003, Citadel Village Apartments suffered fire damage to five apartment units.  Insurance proceeds of approximately $219,000 were received during the year ended December 31, 2004.  The Partnership recognized a casualty gain of approximately $219,000 during the year ended December 31, 2004 as the damaged assets were fully depreciated at the time of the casualty.


In January 2003, The Apartments had a fire which damaged five apartment units and a hallway.  Insurance proceeds of approximately $23,000 were received during the year ended December 31, 2003.  The Partnership recognized a casualty gain of approximately $23,000 during the year ended December 31, 2003 as the damaged assets were fully depreciated at the time of the casualty.










Note I - Income Taxes


The Partnership is classified as a partnership for Federal income tax purposes.  Accordingly, no provision for income taxes is made in the consolidated financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.


The following is a reconciliation between net income as reported in the consolidated financial statements and Federal taxable income allocated to the partners in the Partnership's information return for the years ended December 31, 2005, 2004 and 2003 (in thousands, except per unit data):


 

2005

2004

2003

    

Net income as reported

$   260

$31,500

$ 8,200

(Deduct) add:

   

Deferred revenue and other

   

  liabilities

     84

    (162)

      (2)

Depreciation differences

    (536)

     (32)

     56

Accrued expenses

      (8)

     (74)

      (7)

Other

    270

    (780)

    274

Gain on casualty/

   

  disposition/foreclosure

    (119)

  (1,513)

  (1,720)

 

   

  

Federal taxable income

 $   (49)

$28,939

$ 6,801

Federal taxable income per

  

  

Limited Partnership unit

 $  (.14)

$ 81.05

$ 20.55


The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net assets for the year ended December 31, 2005 (in thousands):


Net liabilities as reported

 $(25,090)

Land and buildings

   12,421

Accumulated depreciation

   (9,379)

Syndication fees

   18,871

Other

    4,569

Net assets - Federal tax basis

 $  1,392


Note J - Contingencies


In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests









in certain General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint. Plaintiffs took an appeal form this order.


On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the “Appeal”) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004 the Objector filed a second appeal challenging the court’s use of a referee and its order requiring Objector to pay those fees.


On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial court’s order and remanded to the trial court for further findings on the basis that the “state of the record is insufficient to permit meaningful appellate review”.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial court’s order striking the first amended complaint.


On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector.  


The General Partner does not anticipate that any costs to the Partnership, whether legal or settlement costs, associated with these cases will be material to the Partnership’s overall operations.










AIMCO Properties L.P. and NHP Management Company, both affiliates of the General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.   In June 2005 the Court conditionally certified the collective action on both the on-call and overtime issues, which allows the plaintiffs to provide notice of the collective action to all non-exempt maintenance workers from August 7, 2000 through the present.  Notices have been sent out to all current and former hourly maintenance workers. The opt-in period has not yet closed. Defendants  will have the opportunity to move to decertify the collective action.  Because the court denied plaintiffs’ motion to certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and on November 5, 2005 in Montgomery County Maryland Circuit Court.  Although the outcome of any litigation is uncertain, AIMCO Properties, L.P. does not believe that the ultimate outcome will have a material adverse effect on its consolidated financial condition or results of operations. Similarly, the General Partner does not believe that the ultimate outcome will have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.


The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.


Environmental


Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the









ownership, operation and management of its properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its properties.  


Mold


The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements.  The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure.  Affiliates of the General Partner have implemented a national policy and procedures to prevent or eliminate mold from its properties and the General Partner believes that these measures will minimize the effects that mold could have on residents.  To date, the Partnership has not incurred any material costs or liabilities relating to claims of mold exposure or to abate mold conditions.  Because the law regarding mold is unsettled and subject to change the General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.


SEC Investigation


On December 19, 2005, AIMCO announced that the Central Regional Office of the Securities and Exchange Commission (the “Commission”) has informed AIMCO that its investigation has been recommended for termination and no enforcement action has been recommended to the Commission regarding AIMCO.


Note K - Selected Quarterly Financial Data (unaudited)


The following is a summary of the unaudited quarterly results of operations for the Partnership (in thousands, except per unit data):


2005

1st

2nd

3rd

4th

 
 

Quarter

Quarter

Quarter

Quarter

Total

      

Total revenues

$  4,645

$  4,928

$  5,575

$  5,883

$ 21,031

Total expenses

   (4,014)

   (5,018)

   (5,743)

   (5,996)

  (20,771)

Net income

$    631

 $    (90)

 $   (168)

 $   (113)

$    260

      

Net income per limited

     

 partnership unit

$   1.77

 $  (0.25)

 $  (0.47)

 $  (0.32)

$   0.73










2004

1st

2nd

3rd

4th

 
 

Quarter

Quarter

Quarter

Quarter

Total

      

Total revenues

$  4,382

$  4,716

$  4,656

$  4,699

$ 18,453

Total expenses

   (3,863)

   (4,048)

   (4,527)

   (3,909)

  (16,347)

Income from continuing

     

  operations

     519

     668

     129

     790

   2,106

Income from discontinued

     

operations

     148

      81

     205

     (321)

     113

Gain on sale of discontinued

     

  operations

   3,141

      --

      --

  26,140

  29,281

Net income

$  3,808

$    749

$    334

$ 26,609

$ 31,500

      

Per limited partnership unit:

     

Income from continuing

     

  operations

$   1.46

$   1.86

$   0.37

$   2.20

$   5.89

Discontinued operations

    0.41

    0.23

    0.57

    (0.89)

    0.32

Gain on sale of discontinued

     

  operations

    8.80

      --

      --

   73.21

   82.01

Net income

$  10.67

$   2.09

$   0.94

$  74.52

$  88.22










Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosures


None.


Item 9a.

Controls and Procedures


(a)

Disclosure Controls and Procedures. The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.


(b)

Internal Control Over Financial Reporting. There have not been any changes in the Partnership’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2005 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.


Item 9b.

Other Information


None.










PART III


Item 10.

Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act


Consolidated Capital Properties IV (the "Registrant" or "Partnership") has no directors or officers. ConCap Equities, Inc. ("CEI" or the "General Partner") manages and controls the Partnership and has general responsibility and authority in all matters affecting its business.


The names of the directors and officers of the General Partner, their ages and the nature of all positions presently held by them are set forth below.


Martha L. Long

46

Director and Senior Vice President

Harry G. Alcock

43

Director and Executive Vice President

Miles Cortez

62

Executive Vice President, General Counsel

  

and Secretary

Patti K. Fielding

42

Executive Vice President

Thomas M. Herzog

43

Executive Vice President and Chief

  

Financial Officer

Robert Y. Walker, IV

40

Senior Vice President and Chief Accounting

  

Officer

Stephen B. Waters

44

Vice President


Martha L. Long has been a Director and Senior Vice President of the General Partner since February 2004.  Ms. Long has been with AIMCO since October 1998 and has served in various capacities.  From 1998 to 2001, Ms. Long served as Senior Vice President and Controller of AIMCO and the General Partner.  During 2002 and 2003, Ms. Long served as Senior Vice President of Continuous Improvement for AIMCO.


Harry G. Alcock was appointed as a Director of the General Partner in October 2004 and was appointed Executive Vice President of the General Partner in February 2004 and has been Executive Vice President and Chief Investment Officer of AIMCO since October 1999.  Mr. Alcock has had responsibility for acquisition and financing activities of AIMCO since July 1994, serving as Vice President from July 1996 to October 1997 and as Senior Vice President from October 1997 to October 1999.


Miles Cortez was appointed Executive Vice President, General Counsel and Secretary of the General Partner in February 2004 and of AIMCO in August 2001.  Prior to joining AIMCO, Mr. Cortez was the senior partner of Cortez Macaulay Bernhardt & Schuetze LLC, a Denver law firm, from December 1997 through September 2001.


Patti K. Fielding was appointed Executive Vice President – Securities and Debt of the General Partner in February 2004 and of AIMCO in February 2003.  Ms. Fielding was appointed Treasurer of AIMCO in January 2005.  Ms. Fielding is responsible for debt financing and the treasury department.  Ms. Fielding previously served as Senior Vice President – Securities and Debt of AIMCO from January 2000 to February 2003.  Ms. Fielding joined AIMCO in February 1997 as a Vice President.


Thomas M. Herzog was appointed Chief Financial Officer of the General Partner and AIMCO in November 2005 and was appointed Executive Vice President of the General Partner and AIMCO in July 2005.  In January 2004, Mr. Herzog joined AIMCO as Senior Vice President and Chief Accounting Officer and of the General Partner in February 2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate, serving as Chief Accounting Officer & Global Controller from April 2002 to January 2004 and as Chief Technical Advisor from March 2000 to April 2002.  Prior to joining GE Real Estate, Mr. Herzog was at Deloitte & Touche LLP from 1990 to 2000.










Robert Y. Walker, IV was appointed Senior Vice President of the General Partner and AIMCO in August 2005 and became the Chief Accounting Officer of the General Partner and AIMCO in November 2005.  From June 2002, until he joined AIMCO, Mr. Walker served as senior vice president and chief financial officer at Miller Global Properties, LLC, a Denver-based private equity, real estate fund manager.  From May 1997 to June 2002, Mr. Walker was employed by GE Capital Real Estate, serving as global controller from May 2000 to June 2002.


Stephen B. Waters was appointed Vice President of the General Partner in April 2004.  Mr. Waters previously served as a Director of Real Estate Accounting since joining AIMCO in September 1999.  Mr. Waters has responsibility for partnership accounting with AIMCO.


One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.


The board of directors of the General Partner does not have a separate audit committee. As such, the board of directors of the General Partner fulfills the functions of an audit committee. The board of directors has determined that Martha L. Long meets the requirement of an "audit committee financial expert".


The directors and officers of the General Partner with authority over the Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code of ethics that applies to such directors and officers that is posted on AIMCO's website (www.AIMCO.com). AIMCO's website is not incorporated by reference to this filing.


Item 11.

Executive Compensation


Neither the directors nor officers of the General Partner received any remuneration from the Partnership during the year ended December 31, 2005.


Item 12.

Security Ownership of Certain Beneficial Owners and Management


(a)

Security Ownership of Certain Beneficial Owners


Except as provided below, as of December 31, 2005, no person or group was known to CEI to own of record or beneficially more than five percent of the Units of the Partnership:


Entity

Number of Units

Percentage

   

AIMCO IPLP, L.P.

 67,033.5

19.55%

  (an affiliate of AIMCO)

  

IPLP Acquisition I, LLC

 29,612.5

 8.64%

  (an affiliate of AIMCO)

  

AIMCO Properties, L.P.

127,920.0

37.32%

  (an affiliate of AIMCO)

  










AIMCO IPLP, L.P. and IPLP Acquisition I, LLC are indirectly, ultimately owned by AIMCO.  Their business address is 55 Beattie Place, Greenville, SC  29602.


AIMCO Properties, L.P. is indirectly ultimately controlled by AIMCO.  Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.


(b)

Beneficial Owners of Management


Neither CEI nor any of the directors or officers or associates of CEI own any Units of the Partnership of record or beneficially.


(c)

Changes in Control


Beneficial Owners of CEI


As of December 31, 2005, the following persons were known to CEI to be the beneficial owners of more than five percent (5%) of its common stock:


 

Number of

Percent

Name and Address

CEI Shares

Of Total

   

Insignia Properties Trust ("IPT")

100,000

100%

55 Beattie Place, Greenville, SC 29602

  


Effective February 26, 1999, IPT was merged with and into AIMCO.  As of December 31, 2005, AIMCO owns 51% of the outstanding common shares of beneficial interest of IPT.


Item 13.

Certain Relationships and Related Transactions


The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and for reimbursements of certain expenses incurred by affiliates on behalf of the Partnership.


Affiliates of the General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $1,029,000, $1,075,000 and $1,161,000 for the years ended December 31, 2005, 2004 and 2003, respectively, which is included in operating expense and income from discontinued operations.  


Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $809,000, $914,000 and $955,000 for the years ended December 31, 2005, 2004, and 2003, respectively, which is included in general and administrative expenses and investment properties.  The portion of these reimbursements included in investment properties for the years ended December 31, 2005, 2004, and 2003 are fees related to construction management services provided by an affiliate of the General Partner of approximately $285,000, $223,000, and $104,000, respectively.  


In accordance with the Partnership Agreement, an affiliate of the General Partner advanced the Partnership approximately $6,944,000 and $14,035,000 during the years ended December 31, 2005 and 2004, respectively, to assist with the construction of Belmont Place Apartments and to repay the mortgage encumbering the property (see Note G). During the same periods, the Partnership repaid approximately $7,043,000 and $14,105,000, which included approximately $54,000 and $115,000 of interest, respectively. There were no such advances or repayments during the year ended









December 31, 2003. Interest on advances is charged at prime plus 2% or 9.25% at December 31, 2005. Interest expense was approximately $54,000 and $115,000 for the years ended December 31, 2005 and 2004, respectively. There was no interest expense for the year ended December 31, 2003.


The Partnership Agreement provides for a special management fee equal to 9% of the total distributions made to the limited partners from cash flow provided by operations to be paid to the General Partner for executive and administrative management services. Affiliates of the General Partner were paid approximately $158,000 under this provision of the Partnership Agreement during the year ended December 31, 2003. There were no such special management fees paid or earned during the years ended December 31, 2005 or 2004.


For acting as a real estate broker in connection with the sale of South Port Apartments in March 2003, the General Partner was paid a real estate commission of approximately $295,000 during the year ended December 31, 2003. For acting as real estate broker in connection with the sale of Stratford Place Apartments in December 2000, a real estate commission of approximately $228,000 was accrued in December 2000 and paid to the General Partner during the year ended December 31, 2001. For acting as real estate broker in connection with the sale of Overlook Apartments in December 1999, the General Partner was paid a real estate commission of approximately $40,000 during the year ended December 31, 2000. When the Partnership terminates, the General Partner will have to return these commissions if the limited partners do not receive their original invested capital plus a 6% per annum cumulative return.


The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2005, 2004, and 2003, respectively, the Partnership paid AIMCO and its affiliates approximately $297,000, $377,000 and $350,000 for insurance coverage and fees associated with policy claims administration.


In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 224,566 limited partnership units (the "Units") in the Partnership representing 65.51% of the outstanding Units at December 31, 2005.  A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 65.51% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.










Item 14.

Principal Accounting Fees and Services


The General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2006.  The aggregate fees billed for services rendered by Ernst & Young LLP for 2005 and 2004 are described below.


Audit Fees.  Fees for audit services totaled approximately $99,000 and $104,000 for 2005 and 2004, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.


Tax Fees.  Fees for tax services totaled approximately $45,000 and $49,000 for 2005 and 2004, respectively.


Item 15.

Exhibits and Financial Statements Schedules


(a)

The following documents are filed as part of this report:


1.

Financial Statements


Consolidated Balance Sheets - December 31, 2005 and 2004


Consolidated Statements of Operations - Years Ended December 31, 2005, 2004 and 2003


Consolidated Statements of Changes in Partners' Deficit - Years Ended December 31, 2005, 2004 and 2003


Consolidated Statements of Cash Flows - Years Ended December 31, 2005, 2004 and 2003


Notes to Consolidated Financial Statements


2.

Schedules


All schedules are omitted because either they are not required, or not applicable or the financial information is included in the financial statements or notes thereto.


3.

Exhibits


S-K Reference

    Number

Document Description


 3

Certificate of Limited Partnership, as amended to date.


10.78

Multifamily Note dated February 2, 2000 between Apartment Associates, Ltd., a Texas limited partnership and ARCS Commercial Mortgage Co., L.P., a California limited partnership. (Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 1999).


10.81

Multifamily Note dated August 29, 2000 between ConCap Rivers Edge Associates, Ltd., a Texas Limited Partnership, and GMAC Commercial Mortgage Corporation, a California Corporation. (Incorporated by reference to Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.)










10.89

Form of Multifamily Note dated October 22, 2003 between Post Ridge Associates, Ltd., Limited Partnership, a Tennessee limited partnership, and GMAC Commercial Mortgage Corporation, a California corporation. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2003).


10.90

Form of Replacement Reserve Agreement dated October 22, 2003 between Post Ridge Associates, Ltd., Limited Partnership, a Tennessee limited partnership, and GMAC Commercial Mortgage Corporation, a California corporation. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2003).


10.91

Form of Repair Agreement dated October 22, 2003 between Post Ridge Associates, Ltd., Limited Partnership, a Tennessee limited partnership, and GMAC Commercial Mortgage Corporation, a California corporation. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2003).


10.92

Form of Cross-Collateralization Agreement dated October 22, 2003 between Post Ridge Associates, Ltd., Limited Partnership, a Tennessee limited partnership, and Federal Home Loan Mortgage Corporation, a corporation organized and existing under the laws of the United States of America. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2003).


10.93

Form of Cross-Collateralization Agreement dated October 22, 2003 between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership, and Federal Home Loan Mortgage Corporation, a corporation organized and existing under the laws of the United States of America. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2003).


10.94

Form of Debt Service Escrow Agreement dated October 22, 2003 between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership, and Federal Homes Loan Mortgage Corporation, a corporate instrumentality of the United States of America. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2003).


10.95

Form of Second Modification to Replacement Reserve Agreement dated October 22, 2003 between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership, and Federal Homes Loan Mortgage Corporation, a corporate instrumentality of the United States of America. (Incorporated by reference to the Annual Report on Form 10-K for the year ended December 31, 2003).


10.96

Purchase and Sale Contract between Point West Associates Limited Partnership, a Georgia limited partnership, as Seller and Focus Development, Inc., a Georgia corporation, as Purchaser, effective November 17, 2003. (Incorporated by reference to current report on Form 8-K dated March 31, 2004).


10.97

First Amendment to Purchase and Sale Contract dated January 23, 2004 between Point West Associates Limited Partnership, a Georgia limited partnership, as Seller and Focus Development, Inc., a









Georgia corporation, as Purchaser. (Incorporated by reference to current report on Form 8-K dated March 31, 2004).


10.98

Multifamily Note dated June 21, 2004 between Concap Citadel Associates, Ltd., a Texas limited partnership, and GMAC Commercial Mortgage Bank. (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).


10.99

Replacement Reserve Agreement dated June 21, 2004 between Concap Citadel Associates, Ltd. a Texas limited partnership, and GMAC Commercial Mortgage Bank. (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).


10.100

Allonge and Amendment to Multifamily Note dated June 21, 2004 between Concap Citadel Associates, Ltd., a Texas limited partnership, and Federal Home Loan Mortgage Corporation. (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).


10.101

Multifamily Note dated June 8, 2004 between Consolidated Capital Properties IV, a California limited partnership, doing business in Nebraska as Consolidated Capital Properties IV Limited Partnership and GMAC Commercial Mortgage Bank. (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).


10.102

Replacement Reserve Agreement dated June 8, 2004 between Consolidated Capital Properties IV, a California limited partnership, doing business in Nebraska as Consolidated Capital Properties IV Limited Partnership and GMAC Commercial Mortgage Bank. (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).


10.103

Allonge and Amendment to Multifamily Note dated June 8, 2004 between Consolidated Capital Properties IV, a California limited partnership, doing business in Nebraska as Consolidated Capital Properties IV Limited Partnership and Federal Home Loan Mortgage Corporation. (Incorporated by reference to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).


10.104

Purchase and Sale Contract between Briar Bay Associates, Ltd., a Texas limited partnership, as Seller, and Victoria Real Estate Management, Inc., a Florida corporation, as Purchaser, effective September 13, 2004.  (Incorporated by reference to current report on Form 8-K dated September 13, 2004).


10.105

Purchase and Sale Contract between Nob Hill Villa Apartments Associates, L.P., a Tennessee limited partnership, as Seller, and DAMA Realty Investors, LLC, a New York limited liability company, as Purchaser, effective August 18, 2004.  (Incorporated by reference to current report on Form 8-K dated October 29, 2004.)


10.106

Assignment and Assumption of Real Estate Agreement between The DAMA Realty Investors, LLC, and Nob Hill General Partnership, dated August 18, 2004.  (Incorporated by reference to current report on Form 8-K dated October 29, 2004.)










10.107

Promissory Note dated April 29, 2005 between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership and ING USA Annuity and Life Insurance Company.  (Incorporated by reference to current report on Form 8-K dated April 29, 2005) (Belmont Mortgage)


10.108

Form of Letter of Credit dated April 29, 2005 between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership and ING USA Annuity and Life Insurance Company.  (Incorporated by reference to current report on Form 8-K dated April 29, 2005) (Belmont Mortgage)


10.109

Deed to Secure Debt and Security Agreement dated April 29, 2005 between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership and ING USA Annuity and Life Insurance Company.  (Incorporated by reference to current report on Form 8-K dated April 29, 2005) (Belmont Mortgage)


10.110

Deed of Trust, Assignment of Leases and Rents and Security Agreement dated August 31, 2005 between AICMO Arbours of Hermitage, LLC, a Delaware limited liability company and New York Life Insurance Company.  (Incorporated by reference to current report on Form 8-K dated August 31, 2005)


10.111

Promissory Note dated August 31, 2005 between AIMCO Arbours of Hermitage, LLC, a Delaware limited liability company and New York Life Insurance Company.  (Incorporated by reference to current report on Form 8-K dated August 31, 2005)


10.112

Guarantee Agreement dated August 31, 2005 between AIMCO Properties, L.P., a Delaware limited partnership and New York Life Insurance Company.  (Incorporated by reference to current report on Form 8-K dated August 31, 2005)


10.113

Deed of Trust, Security Agreement and Fixture Filing dated August 30, 2005 between Foothill Chimney Associates L.P., a Georgia limited partnership and Transamerica Financial Life Insurance Company.  Filed with Form 10-Q dated September 30, 2005.


10.114

Promissory Note dated August 30, 2005 between Foothill Chimney Associates, L.P., a Georgia limited partnership and Transamerica Financial Life Insurance Company. Filed with Form 10-Q dated September 30, 2005.


10.115

Deed of Trust, Assignment of Leases and Rents and Security Agreement dated November 30, 2005 between AIMCO Knollwood, LLC, a Delaware limited liability company and New York Life Insurance Company (Incorporated by reference to current report on Form 8-K dated November 30, 2005)


10.116

Promissory Note dated November 30, 2005 between AIMCO Knollwood, LLC, a Delaware limited liability company and New York Life Insurance Company. (Incorporated by reference to current report on Form 8-K dated November 30, 2005)


10.117

Form of Escrow Agreement dated November 30, 2005 between AIMCO Knollwood, LLC, a Delaware limited liability company and New York Life Insurance Company.  (Incorporated by reference to current report on Form 8-K dated November 30, 2005)










10.118

Guarantee Agreement dated November 30, 2005 between AIMCO Properties, L.P., a Delaware limited partnership and New York Life Insurance Company.  (Incorporated by reference to current report on Form 8-K dated November 30, 2005)


10.119

Multifamily Deed of Trust, Assignment of Rents and Security Agreement dated November 30, 2005 between CCP IV Associates, LTD, a Texas limited partnership and GMAC Commercial Mortgage Corporation.  (Incorporated by reference to current report on Form 8-K dated November 30, 2005) (Citadel Village mortgage)


10.120

Multifamily Note dated November 30, 2005 between CCP IV Associates, LTD, a Texas limited partnership and GMAC Commercial Mortgage Corporation.  (Incorporated by reference to current report on Form 8-K dated November 30, 2005) (Citadel Village mortgage)


10.121

Guarantee Agreement dated November 30, 2005 between AIMCO Properties, L.P., a Delaware limited partnership and GMAC Commercial Mortgage Corporation.  (Incorporated by reference to current report on Form 8-K dated November 30, 2005) (Citadel Village mortgage)


10.122

Replacement Reserve and Security Agreement dated November 30, 2005 between CCP IV Associates, LTD, a Texas limited partnership and GMAC Commercial Mortgage Corporation.  (Incorporated by reference to current report on Form 8-K dated November 30, 2005(Citadel Village mortgage)


10.123

Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing dated November 30, 2005 between CCP IV Associates, LTD, a Texas limited partnership and GMAC Commercial Mortgage Corporation.  (Village East mortgage)


10.124

Promissory Note dated November 30, 2005 between CCP IV Associates, LTD, a Texas limited partnership and GMAC Commercial Mortgage Corporation. (Village East mortgage)


10.125

Loan Agreement and Guarantee Agreement dated November 30, 2005 between CCP IV Associates, LTD, a Texas limited partnership and GMAC Commercial Mortgage Corporation. (Village East mortgage)


11

Statement regarding computation of Net Income per Limited Partnership Unit (Incorporated by reference to Note A of Item 8 - Financial Statements of this Form 10-K).


31.1

Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


31.2

Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


32.1

Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.










SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 

CONSOLIDATED CAPITAL PROPERTIES IV

  
 

By:   ConCap Equities, Inc.

 

      General Partner

  
 

By:   /s/Martha L. Long

 

      Martha L. Long

 

      Senior Vice President

  
 

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Vice President

  
 

Date: March 31, 2006


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


/s/Harry G. Alcock

Director and Executive

Date: March 31, 2006

Harry G. Alcock

Vice President

 
   

/s/Martha L. Long

Director and Senior

Date: March 31, 2006

Martha L. Long

Vice President

 
   

/s/Stephen B. Waters

Vice President

Date: March 31, 2006

Stephen B. Waters

  









Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

1.

I have reviewed this annual report on Form 10-K of Consolidated Capital Properties IV;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 31, 2006

/s/Martha L. Long

Martha L. Long

Senior Vice President of ConCap Equities, Inc., equivalent of the chief executive officer of the Partnership









Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:

1.

I have reviewed this annual report on Form 10-K of Consolidated Capital Properties IV;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(c)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 31, 2006

/s/Stephen B. Waters

Stephen B. Waters

Vice President of ConCap Equities, Inc.,

equivalent of the chief financial

officer of the Partnership









Exhibit 32.1



Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002




In connection with the Annual Report on Form 10-K of Consolidated Capital Properties IV (the "Partnership"), for the year ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Martha L. Long, as the equivalent of the chief executive officer of the Partnership, and Stephen B. Waters, as the equivalent of the chief financial officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:


(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.



 

      /s/Martha L. Long

 

Name: Martha L. Long

 

Date: March 31, 2006

  
 

      /s/Stephen B. Waters

 

Name: Stephen B. Waters

 

Date: March 31, 2006



This certification is furnished with this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Partnership for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.