10KSB 1 ccp41206.htm FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


FORM 10-KSB


 (Mark One)

[X]

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


For the fiscal year ended December 31, 2006


[ ]

TRANSITION REPORT UNDER 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 Interest

(Title of class)



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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___


Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB.  [X]


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


State issuer's revenues for its most recent fiscal year.  $24,924,000


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, 2006.  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, 2006, the Partnership owned 11 income-producing properties (or interests therein), which range in age from 30 to 35 years old and are principally located in the midwest, southeastern and southwestern United States.  Prior to 2005, the Partnership had disposed of 37 properties originally owned by the Partnership.  See "Item 2. Description of Properties" for further information about the Partnership's remaining properties.


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 or Plan of Operation" included in "Item 6" of this Form 10-KSB.


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 is owned by AIMCO.


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, 2006, the Partnership owned eleven (11) apartment complexes.  Additional information about the properties is found in "Item 7. Financial Statements".


 

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

312 units

  

mortgages

 

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.


The Partnership has entered into sales contracts with third parties relating to the sale of Citadel Apartments, Lake Forest Apartments and The Apartments, which are projected to close during the first half of 2007.



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

$ 10,190

$  8,572

5-30 yrs

S/L

$  1,661

Arbours of Hermitage

     

  Apartments

  18,060

  13,616

5-30 yrs

S/L

   4,782

Belmont Place

     

Apartments

  31,877

   2,250

5-30 yrs

S/L

  30,186

Citadel Apartments

   8,550

   7,422

5-30 yrs

S/L

     967

Citadel Village

     

  Apartments

   5,976

   4,192

5-30 yrs

S/L

   1,870

Foothill Place

     

  Apartments

  20,432

  13,889

5-30 yrs

S/L

   7,372

Knollwood Apartments

  17,920

  11,356

5-30 yrs

S/L

   6,135

Lake Forest Apartments

  10,945

   9,185

5-30 yrs

S/L

   1,794

Post Ridge Apartments

   6,660

   5,268

5-30 yrs

S/L

   1,677

Rivers Edge Apartments

   4,131

   3,173

5-30 yrs

S/L

   1,143

Village East Apartments

   5,139

   3,911

5-30 yrs

S/L

   1,258

      

Total

$139,880

$ 82,834

  

$ 58,845


See "Note A – Organization and Summary of Significant Accounting Policies" to the consolidated financial statements included in "Item 7. Financial Statements" 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

  

Balance At

Stated

  

Balance

  

December 31,

Interest

Period

Maturity

Due At

 

Property

2006

Rate

Amortized

Date

Maturity (f)

  

(in thousands)

   

(in thousands)

 

The Apartments

$ 3,936

8.37% (a)

20 yrs

03/20

$    --

 

Arbours of Hermitage

     
 

  Apartments

 10,798

5.06% (a)

30 yrs

09/15

  8,964

 

Belmont Place Apartments

 19,223

5.14% (a)

28 yrs

11/34

     --

 

Citadel Apartments

     
 

1st mortgage

  4,147

8.55% (a)

30 yrs

07/14

  3,748

 

2nd mortgage

  1,310

(b)

(e)

07/07

  1,310

 

Citadel Village Apartments

  1,785

(c)

30 yrs

09/07

  1,764

 

Foothill Place Apartments

 17,355

4.72% (a)

30 yrs

09/08

 16,836

 

Knollwood Apartments

 11,435

5.20% (a)

30 yrs

12/08

 11,100

 

Lake Forest Apartments

     
 

1st mortgage

  5,916

7.43% (a)

30 yrs

07/14

  5,255

 

2nd mortgage

  2,500

(b)

(e)

07/07

  2,500

 

Post Ridge Apartments

     
 

  1st mortgage

  3,872

6.63% (a)

20 yrs

01/22

     --

 

  2nd mortgage

    356

7.04% (a)

30 yrs

01/22

    173

 

Rivers Edge Apartments

  3,331

7.82% (a)

20 yrs

09/20

     --

 

Village East Apartments

  2,000

(d)

(e)

12/07

  2,000

       
 

Totals

$87,964

   

$53,650


(a)

Fixed rate mortgage.


(b)

Interest rate is variable and is equal to the Freddie Mac rate plus 300 basis points (8.20% at December 31, 2006).


(c)

Interest rate is variable and is equal to the Fannie Mae discounted mortgage-backed security index plus 85 basis points  (6.10% at December 31, 2006).


(d)

Interest rate is variable and is equal to the one month LIBOR rate plus 160 basis points (6.95% at December 31, 2006).


(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 7. Financial Statements” 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 is part of the Permanent Credit Facility and 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 Partnership. 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 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% 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 approximately $108,000 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 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. The second letter of credit for $2,500,000 was released during the first quarter of 2006 and the funds were returned to the Partnership. The amount returned included interest of approximately $65,000.


Rental Rates and Occupancy


The following table sets forth the average annual rental rates and occupancy for 2006 and 2005 for each property.


 

Average Annual

Average

 

Rental Rates

Occupancy

 

(per unit)

  

Property

2006

2005

2006

2005

The Apartments

$ 7,189

$ 7,235

93%

95%

Arbours of Hermitage Apartments (1)

  7,947

  7,538

97%

93%

Belmont Place Apartments (2)

 12,587

 11,458

88%

53%

Citadel Apartments (3)

  7,046

  6,842

96%

93%

Citadel Village Apartments (4)

  7,875

  7,608

91%

87%

Foothill Place Apartments (3)

  7,967

  7,735

97%

94%

Knollwood Apartments (5)

  7,981

  7,659

91%

96%

Lake Forest Apartments

  7,242

  7,140

95%

94%

Post Ridge Apartments

  9,550

  9,232

96%

95%

Rivers Edge Apartments

  8,770

  8,548

95%

93%

Village East Apartments (6)

  6,611

  6,386

92%

75%


(1)

The increase in occupancy at Arbours of Hermitage Apartments is due to increased curb appeal and resident retention efforts.


(2)

The increase in occupancy at Belmont Place Apartments is due to the redevelopment of the property being completed during late 2005 and all units being available for rental.


(3) The increase in occupancy at Citadel Apartments and Foothill Place Apartments is due to improved market conditions in the local area and improved resident retention efforts.


(4)

The increase in occupancy at Citadel Village Apartments is due to improved resident retention efforts and military personnel returning to the local area.


(5) The decrease in occupancy at Knollwood is a result of several casualties that    occurred during 2006 at the property which has resulted in units being unavailable for rent during 2006.


(6) The increase in occupancy at Village East Apartments is due to an improved tenant base, increased marketing efforts by the leasing staff, improved curb appeal and the return of military personnel.


During August 2006 the Partnership commenced with a phased redevelopment project for Knollwood Apartments.  The initial phase of the redevelopment project is estimated to cost approximately $7,500,000 and to be completed by the middle of 2007. The scope of the initial phase of the redevelopment project will consist of modifications to the electrical wiring, replacement of HVAC and water heaters, new siding, windows and doors, clubhouse renovations and major landscaping. Temporary roofing will also be installed while permits are obtained for planned roof replacements.  During the year ended December 31, 2006, approximately $3,245,000 of redevelopment costs were incurred. The Partnership expects to fund the redevelopment from operations and advances from an affiliate of the General Partner.  During the construction period, certain expenses will be capitalized and depreciated over the remaining life of the property. No such expenses were capitalized during 2006.


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 provided 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 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.  For the year ended December 31, 2005, approximately $7,556,000 of construction costs were incurred.  Included in these construction costs are capitalized interest costs of approximately $394,000, capitalized tax expenses of approximately $6,000 and other construction period operating costs of approximately $10,000.  There were no capitalized costs related to the redevelopment for the year ended December 31, 2006.


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, 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 2006 for each property were:


 

2006

2006

 

Billing

Rate

 

(in thousands)

 
   

The Apartments

$149

 2.1%

Arbours of Hermitage Apartments

 220

 4.0%

Belmont Place Apartments

 312

 2.5%

Citadel Apartments

 200

 2.9%

Citadel Village Apartments

  20

 6.1%

Foothill Place Apartments

 218

 1.4%

Knollwood Apartments

 204

 3.9%

Lake Forest Apartments

 228

 2.1%

Post Ridge Apartments

 109

 4.0%

Rivers Edge Apartments

  88

 1.3%

Village East Apartments

  24

 6.6%


Capital Improvements


The Apartments


During the year ended December 31, 2006, the Partnership completed approximately $230,000 of capital improvements at the property, consisting primarily of window replacements, floor covering replacements, building improvements, casualty repairs and water and heater 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 2007.  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, 2006, the Partnership completed approximately $612,000 of capital improvements at the property, consisting primarily of water heater and air conditioning upgrades, siding improvements, swimming pool upgrades, plumbing and electrical improvements, and floor covering and appliance 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 2007.  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 the year ended December 31, 2006, the Partnership completed approximately $61,000 of capital improvements at the property, consisting primarily of major landscaping, and floor covering and appliance 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 2007.  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, 2006, the Partnership completed approximately $98,000 of capital improvements at the property, consisting primarily of roof replacement, heating and air conditioning upgrades, furniture, fixture, 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 2007.  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, 2006, the Partnership completed approximately $567,000 of capital improvements at the property, consisting primarily of structural and building improvements, casualty repairs, fitness equipment, new signage, major landscaping, 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 2007.  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, 2006, the Partnership completed approximately $1,089,000 of capital improvements at the property, consisting primarily of swimming pool, plumbing fixture and air conditioning upgrades, counter top, appliance and floor covering replacements, structural upgrades 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 2007.  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, 2006, the Partnership completed approximately $4,797,000 of capital improvements at the property, consisting primarily of building improvements, casualty repairs, roof replacements, electrical upgrades, air conditioning, appliance and floor covering replacements, swimming pool, and structural improvements. These improvements were funded from operating cash flow and insurance proceeds.  During August 2006 the Partnership commenced with a phased redevelopment project for Knollwood Apartments.  The initial phase of the redevelopment project is estimated to cost approximately $7,500,000 and to be completed by the middle of 2007.  The scope of the initial phase of the redevelopment project will consist of modifications to the electrical wiring, replacement of HVAC and water heaters, new siding, windows and doors, clubhouse renovations and major landscaping.  Temporary roofing will also be installed while permits are obtained for planned roof replacements.  During the year ended December 31, 2006, approximately $3,245,000 of redevelopment costs were incurred. The Partnership expects to fund the redevelopment from operations and advances from an affiliate of the General Partner.  During the construction period, certain expenses will be capitalized and depreciated over the remaining life of the property. No such expenses were capitalized during 2006.    Additional routine capital expenditures are anticipated during 2007.  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, 2006, the Partnership completed approximately $306,000 of capital improvements at the property, consisting primarily of exterior painting, water heater upgrades, office computers, casualty repairs, clubhouse renovations, curbing and sidewalk upgrades and floor covering replacements. These improvements were funded from operating cash flow, insurance proceeds 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 2007.  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, 2006, the Partnership completed approximately $201,000 of capital improvements at the property, consisting primarily of parking area and building improvements, casualty repairs, water/sewer and plumbing upgrades, 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 2007. 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, 2006, the Partnership completed approximately $201,000 of capital improvements at the property, consisting primarily of structural improvements, fencing 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 2007.  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, 2006, the Partnership completed approximately $306,000 of capital improvements at the property, consisting primarily of swimming pool upgrades, fencing, heating and cooling upgrades, major landscaping, floor covering and appliance 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 2007.  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, advances from an affiliate of the General Partner 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 from 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 ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objector’s Motion to File a Complaint in Intervention, Objector’s Motion for Leave of Discovery and Objector’s Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006. On August 31, 2006, the Objector filed a Notice of Appeal to the Court’s June 30, 2006 and July 1, 2006 orders. On December 14, 2006, Objector filed his Appellant’s Brief. The Partnership and its affiliates, as well as counsel of the Settlement Class, have not yet filed their briefs in response.


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.  Approximately 1,049 individuals opted in to the class. On March 28, 2007, the court issued an opinion decertifying the collective action on both issues.  The court held that the members of the collective action are not similarly situated and the case may not proceed as a collective action.  The nine named plaintiffs still maintain their individual causes of action. The California and Maryland cases are still pending as they were stayed pending the outcome of the decertification motion in the District of Columbia case.  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, 2006, 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

5,657 as of December 31, 2006


There were 342,773 Units outstanding at December 31, 2006, of which affiliates of the General Partner owned 230,805 Units or approximately 67.33%.


The Partnership distributed the following amounts to its limited partners during the years ended December 31, 2006 and 2005 (in thousands, except per unit data).


  

Per Limited

 

Per Limited

 

Year Ended

Partnership

 Year

Partnership

 

December 31, 2006

Unit

December 31, 2005

Unit

     

Financing (1)

    $6,687

   $19.51

    $    --

    $   --

Sale (2)

       225

      .65

     14,425

     42.08

Total

    $6,912

   $20.16

    $14,425

    $42.08


(1)

Portion of second mortgage loan proceeds obtained on Lake Forest Apartments during 2004.

(2)

2005 is comprised of the remaining sale proceeds from the sale of Southport Apartments in March 2003, sale proceeds from the sale of Point West Apartments in March 2004 and Nob Hill Apartments in October 2004 and a portion of the sale proceeds from the sale of Briar Bay Apartments in October 2004. 2006 is comprised of the remaining sale proceeds from the 2004 sale of Briar Bay Apartments.


In conjunction with the transfer of funds from their certain majority-owned sub-tier limited partnerships to the Partnership, approximately $1,000 and $382,000, was distributed to the general partner of the majority owned sub-tier limited partnerships during the years ended December 31, 2006 and 2005, respectively.


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 2007 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 230,805 Units in the Partnership representing 67.33% of the outstanding Units at December 31, 2006.  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 67.33% 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.

Management's Discussion and Analysis or Plan of Operation


This item should be read in conjunction with the consolidated financial statements and other items contained 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 $862,000 for the year ended December 31, 2006, compared to approximately $260,000 for the year ended December 31, 2005.  The increase in net income was primarily due to an increase in total revenues partially offset by an increase in total expenses.


Total expenses increased for the year ended December 31, 2006 due to increases in operating, depreciation, interest and property tax expenses. General and administrative expense remained relatively constant for the comparable periods. Operating expenses increased due to increases in property administrative, insurance, management fee and maintenance expenses partially offset by a decrease in advertising expense.  Property administrative expenses increased due to an increase in legal costs at Citadel Village Apartments related to arbitration with a vendor over payment of prior services. The increase is also due to the recording of a liability during the year relating to forfeiture of unclaimed property pursuant to applicable state and local laws.  Based on inquiries from state officials, affiliates of the General Partner have reviewed the Partnership’s historic forfeiture of unclaimed property pursuant to applicable state and local laws and, as a result, the Partnership has recorded an estimate of amounts that may be due. Management fees increased due to the increase in rental income on which such fees are based.  Insurance expense increased due to an increase in hazard insurance costs at Arbours of Hermitage Apartments, Knollwood Apartments, Belmont Place Apartments and Post Ridge Apartments. Maintenance expense increased due to normal maintenance expense at Belmont Place Apartments due to higher occupancy levels, an increase in repair costs associated with plumbing leaks at Arbours of Hermitage Apartments and an increase in repair costs associated with minor damages at Citadel Village Apartments, Post Ridge Apartments, Knollwood Apartments and Foothill Place Apartments.  Advertising expense decreased due to a decrease in newspaper advertising and periodical costs at most of the Partnership’s investment properties along with a significant decrease in advertising at Belmont Place Apartments during 2006 as a result of the completion of the redevelopment project late in 2005. Depreciation expense increased primarily due to assets being placed into service at Belmont Place Apartments.  Interest expense increased primarily due to new mortgage financing at Belmont Place Apartments during 2005 and the increase in the mortgage balances on Arbours of Hermitage Apartments, Knollwood Apartments, and Foothill Place Apartments upon their refinancings during the second half of 2005 and a decrease in capitalized interest associated with the redevelopment of Belmont Place Apartments.   Property tax expense increased due to the increased assessed value of Belmont Place during 2006.


Total revenues increased due to increases in rental and other income and casualty gains. Rental income increased due to an increase in the average rental rates at ten of the eleven investment properties and an increase in occupancy at nine of the eleven investment properties.  Other income increased due to an increase in various fees charged at Belmont Place Apartments as the property is now able to lease units, an increase in interest income as a result of larger average cash balances, and an increase in interest earned on capital reserves at Knollwood 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 provided 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 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.  For the year ended December 31, 2005, approximately $7,556,000 of construction costs were incurred.  Included in these construction costs are capitalized interest costs of approximately $394,000, capitalized tax expense of approximately $6,000 and other construction period operating costs of approximately $10,000. There were no capitalized costs related to the redevelopment for the year ended December 31, 2006.


In January 2007, Arbours of Hermitage Apartments suffered fire damage to eight rental units. Preliminary estimates of the estimated cost to repair the units is approximately $935,000. It is currently estimated that insurance proceeds will cover the costs to replace the damaged assets.


In July 2006, Knollwood Apartments suffered water and fire damage to eighteen rental units. Preliminary estimates of the estimated cost to repair the units is approximately $1,200,000. It is currently estimated that insurance proceeds will cover the costs to replace the damaged assets.


In June 2006, Knollwood Apartments suffered fire damage from an electrical breaker box malfunction. Insurance proceeds of approximately $25,000 were received during the year ended December 31, 2006. The Partnership recognized a casualty gain of approximately $25,000 during the year ended December 31, 2006 as the damaged assets were fully depreciated at the time of the casualty.


In March 2006, Knollwood Apartments suffered water and fire damage to eighteen rental units.  Insurance proceeds of approximately $797,000 were received during the year ended December 31, 2006.  The Partnership recognized a casualty gain of approximately $797,000 during the year ended December 31, 2006 as the damaged assets were fully depreciated at the time of the casualty. The Partnership also received approximately $53,000 to cover lost rents which is included in rental income.


In July 2006, Lake Forest Apartments suffered water damage as a result of a water main failure.  Insurance proceeds of approximately $22,000 were received during the year ended December 31, 2006.  The Partnership recognized a casualty gain of approximately $22,000 during the year ended December 31, 2006 as the damaged assets were fully depreciated at the time of the casualty.


In February 2006, Citadel Village Apartments suffered fire damage to three rental units.  Insurance proceeds of approximately $132,000 were received during the year ended December 31, 2006.  The Partnership recognized a casualty gain of approximately $132,000 during the year ended December 31, 2006 as the damaged assets were fully depreciated at the time of the casualty.


During the year ended December 31, 2006, the Partnership received approximately $15,000 of insurance proceeds related to a 2003 fire at Citadel Village Apartments. The Partnership had been appealing the actual insurance proceeds received in prior years and was awarded an additional settlement in 2006.  The Partnership recognized a casualty gain of approximately $15,000 as a result of the additional proceeds.


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. During the year ended December 31, 2006, additional insurance proceeds of approximately $13,000 were received related to this casualty which was recognized as a casualty gain.


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 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.


Included in general and administrative expenses for the years ended December 31, 2006 and 2005 are management reimbursements to the General Partner as allowed under the Partnership Agreement.  Also included in general and administrative expenses for both periods are costs associated with the quarterly and annual communications with the investors and regulatory agencies and the annual audit required by the partnership agreement.  


LIQUIDITY AND CAPITAL RESOURCES


At December 31, 2006, the Partnership had cash and cash equivalents of approximately $518,000 compared to approximately $6,230,000 at December 31, 2005.  Cash and cash equivalents decreased approximately $5,712,000 since December 31, 2006 due to approximately $6,561,000 and $4,102,000 of cash used in financing and investing activities, respectively, partially offset by approximately $4,951,000 of cash provided by operating activities.  Cash used in financing activities consisted of distributions to partners, principal payments on the mortgages encumbering the investment properties and additional loan costs paid related to some of the loans obtained in late 2005 partially offset by the receipt of advances from an affiliate of the General Partner. Cash used in investing activities consisted of property improvements and replacements partially offset by withdrawals from restricted escrows and the receipt of insurance proceeds from the casualties at Citadel Village Apartments, Lake Forest Apartments, Knollwood Apartments and Post Ridge Apartments. 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. During August 2006 the Partnership commenced with a phased redevelopment project for Knollwood Apartments.  The initial phase of the redevelopment project is estimated to cost approximately $7,500,000 and to be completed by the middle of 2007.  The scope of the initial phase of the redevelopment project will consist of modifications to the electrical wiring, replacement of HVAC and water heaters, new siding, windows and doors, clubhouse renovations and major landscaping.  Temporary roofing will also be installed while permits are obtained for planned roof replacements.  During the year ended December 31, 2006, approximately $3,245,000 of redevelopment costs were incurred. The Partnership expects to fund the redevelopment from operations and advances from an affiliate of the General Partner.  During the construction period, certain expenses will be capitalized and depreciated over the remaining life of the property. No such expenses were capitalized during 2006. The Partnership has no other material commitments for property improvements and replacements however certain routine capital expenditures are anticipated during 2007.  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, Partnership reserves or advances from an affiliate of the General Partner. 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 generally sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. The mortgage indebtedness encumbering the Partnership’s investment properties of approximately $87,964,000 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 is part of the Permanent Credit Facility and 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 Partnership. 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 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% 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, 2006 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 approximately $108,000 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 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. The second letter of credit for $2,500,000 was released during the first quarter of 2006 and the funds were returned to the Partnership. The amount returned included interest of approximately $65,000.


The Partnership distributed the following amounts to its limited partners during the years ended December 31, 2006 and 2005 (in thousands, except per unit data).


  

Per Limited

 

Per Limited

 

Year Ended

Partnership

 Year

Partnership

 

December 31, 2006

Unit

December 31, 2005

Unit

     

Financing (1)

    $6,687

   $19.51

    $    --

    $   --

Sale (2)

       225

      .65

     14,425

     42.08

Total

    $6,912

   $20.16

    $14,425

    $42.08


(1)

Portion of second mortgage loan proceeds obtained on Lake Forest Apartments during 2004.

(2)

2005 is comprised of the remaining sale proceeds from the sale of Southport Apartments in March 2003, sale proceeds from the sale of Point West Apartments in March 2004 and Nob Hill Apartments in October 2004 and a portion of the sale proceeds from the sale of Briar Bay Apartments in October 2004. 2006 is comprised of the remaining sale proceeds from the 2004 sale of Briar Bay Apartments.


In conjunction with the transfer of funds from their certain majority-owned sub-tier limited partnerships to the Partnership, approximately $1,000 and $382,000, was distributed to the general partner of the majority owned sub-tier limited partnerships during the years ended December 31, 2006 and 2005, respectively.


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 2007 or subsequent periods. See "Item 2. Capital Improvements” for information relating to anticipated capital expenditures at the properties.


The Partnership has entered into sales contracts with third parties relating to the sale of Citadel Apartments, Lake Forest Apartments and The Apartments which are projected to close during the first half of 2007.


Other


In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 230,805 limited partnership units (the "Units") in the Partnership representing 67.33% of the outstanding Units at December 31, 2006.  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 67.33% 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 7. Financial Statements". The General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the consolidated 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 consolidated 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 including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 34 “Capitalization of Interest Costs” and 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.  


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 7.

Financial Statements


CONSOLIDATED CAPITAL PROPERTIES IV


LIST OF FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm


Consolidated Balance Sheet - December 31, 2006


Consolidated Statements of Operations - Years ended December 31, 2006 and 2005


Consolidated Statements of Changes in Partners' Deficit - Years ended December 31, 2006 and 2005


Consolidated Statements of Cash Flows - Years ended December 31, 2006 and 2005


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 sheet of Consolidated Capital Properties IV as of December 31, 2006, and the related consolidated statements of operations, changes in partners' deficit, and cash flows for each of the two years in the period ended December 31, 2006.  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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Consolidated Capital Properties IV at December 31, 2006 and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2006, in conformity with U. S. generally accepted accounting principles.


/s/ERNST & YOUNG LLP



Greenville, South Carolina

March 29, 2007










CONSOLIDATED CAPITAL PROPERTIES IV


CONSOLIDATED BALANCE SHEET

(in thousands, except unit data)


December 31, 2006




Assets

  

Cash and cash equivalents

 

$     518

Receivables and deposits

 

      651

Restricted escrows (Note A)

 

    4,914

Other assets

 

    1,717

Investment properties (Notes C, E and F):

  

Land

$  11,030

 

Buildings and related personal property

  128,850

 
 

  139,880

 

Less accumulated depreciation

   (82,834)

   57,046

  

$  64,846

Liabilities and Partners' Deficit

  

Liabilities

  

Accounts payable

 

$   2,315

Tenant security deposit liabilities

 

      427

Accrued property taxes

 

    1,178

Other liabilities

 

    1,063

Distribution payable (Note D)

 

    1,604

Due to affiliates (Note B)

 

    1,724

Mortgage notes payable (Note C)

 

   87,964

   

Partners' Deficit

  

General partners

$   (7,019)

 

Limited partners (342,773 units issued and

  

outstanding)

   (24,410)

   (31,429)

  

$  64,846


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,

 

2006

2005

Revenues:

  

Rental income

$21,378

$18,756

Other income

  2,542

  2,156

Casualty gains (Note G)

  1,004

    119

Total revenues

 24,924

 21,031

   

Expenses:

  

Operating

 12,114

 10,371

General and administrative

    732

    746

Depreciation

  3,945

  3,472

Interest

  5,460

  4,532

Property taxes

  1,811

  1,633

Loss on early extinguishment of debt (Note C)

     --

     17

Total expenses

 24,062

 20,771

   

Net income (Note H)

$   862

$   260

   

Net income allocated to general partners (4%)

$    34

$    10

   

Net income allocated to limited partners (96%)

    828

    250

   
 

$   862

$   260

   

Net income per limited partnership unit

$  2.41

$   .73

   

Distributions per limited partnership unit

$ 20.16

$ 42.08


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, 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)

     

Net income for the year ended

    

December 31, 2006

     --

      34

     828

     862

     

Distributions to partners

     --

     (289)

   (6,912)

   (7,201)

     

Partners' deficit at

    

December 31, 2006

342,773

 $ (7,019)

 $(24,410)

 $(31,429)


See Accompanying Notes to Consolidated Financial Statements








CONSOLIDATED CAPITAL PROPERTIES IV


CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


 

Years Ended

 

December 31,

 

2006

2005

Cash flows from operating activities:

  

Net income

$   862

$   260

Adjustments to reconcile net income to net cash

  

provided by operating activities:

  

Depreciation

   3,945

   3,472

Amortization of loan costs

     326

     207

Casualty gains

   (1,004)

     (119)

Loss on early extinguishment of debt

      --

      17

Change in accounts:

  

Receivables and deposits

     483

      53

Other assets

       8

     (135)

Accounts payable

     115

     (103)

Tenant security deposit liabilities

      55

      66

Accrued property taxes

       2

     185

Other liabilities

       7

     155

Due to affiliates

     152

      45

   

Net cash provided by operating activities

   4,951

   4,103

   

Cash flows from investing activities:

  

Property improvements and replacements

   (6,709)

  (16,471)

Net withdrawals from (deposits to) restricted escrows

   1,603

   (6,091)

Insurance proceeds received

   1,004

     119

   

Net cash used in investing activities

   (4,102)

  (22,443)

   

Cash flows from financing activities:

  

Payments on mortgage notes payable

   (1,197)

     (591)

Repayment of mortgage notes payable

      --

  (27,130)

Proceeds from mortgage notes payable

      --

  63,362

Loan costs and pre-payment penalties paid

      (23)

     (758)

Advances from affiliates

  1,572

   6,944

Payments on advances from affiliates

      --

   (6,989)

Distributions to partners

   (6,913)

  (14,807)

   

Net cash (used in) provided by financing activities

   (6,561)

  20,031

   

Net (decrease) increase in cash and cash equivalents

   (5,712)

   1,691

   

Cash and cash equivalents at beginning of the year

   6,230

   4,539

   

Cash and cash equivalents at end of year

$    518

$  6,230

   

Supplemental disclosure of cash flow information:

  

Cash paid for interest, net of capitalized interest

$ 5,141

$ 4,143

   

Supplemental disclosure of non-cash information:

  

 Property improvements and replacements included in accounts payable

$ 1,906

$   147

 Distributions included in distributions payable

$   288

$   601


See Accompanying Notes to Consolidated Financial Statements








CONSOLIDATED CAPITAL PROPERTIES IV


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


December 31, 2006



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, 2006, the Partnership operates 11 residential properties in or near major urban areas in the United States.


Consolidation: The Partnership's consolidated financial statements include the accounts of the Partnership, its wholly-owned partnerships, and its 99% limited partnership interest in 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.


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 $249,000 at December 31, 2006 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 the space and is current on 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 is required to make monthly deposits of approximately $33,000.  At December 31, 2006, the total reserve balance was approximately $293,000.


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 is required to make monthly deposits of approximately $2,000 for each property.  At December 31, 2006, the total reserve balance was approximately $30,000.  


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 is required to make monthly deposits of approximately $2,000.  At December 31, 2006, 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 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. The second letter of credit for $2,500,000 was released during the first quarter of 2006 and the funds were returned to the Partnership. The amount returned included interest of approximately $65,000.


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. At December 31, 2006, the total reserve balance was approximately $3,657,000. The lender is also holding approximately $712,000, at December 31, 2006, of insurance proceeds received related to the casualties at Knollwood Apartments. Such funds are released as the repairs are completed.


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, 2006, the total reserve balance was approximately $191,000.


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 term.  The Partnership is required to make monthly deposits of approximately $3,000.  At December 31, 2006, the total reserve balance was approximately $26,000.  


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 including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized during periods in which redevelopment and construction projects are in progress in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 34, “Capitalization of Interest Costs” and 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.  During the years ended December 31, 2006 and 2005, the Partnership capitalized interest of $56,000 and $398,000, property taxes of $9,000 and $7,000 and operating costs of $3,000 and $11,000, 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, 2006 and 2005.

 

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 $1,793,000 net of accumulated amortization of approximately $713,000 are included in other assets at December 31, 2006.  The loan costs are amortized over the terms of the related loan agreements. Amortization of loan costs is included in interest expense in the accompanying consolidated statements of operations and was approximately $326,000 and $207,000 for the years ended December 31, 2006 and 2005, respectively.  Amortization expense is expected to be approximately $286,000 in 2007, $183,000 in 2008, $94,000 in 2009, and $93,000 in both 2010 and 2011.  


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, including the mortgages encumbering Village East Apartments and Citadel Village Apartments and the second mortgages encumbering Citadel Apartments and Lake Forest Apartments. 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, 2006.


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 $597,000 and $935,000 in 2006 and 2005, respectively, are expensed as incurred and are included in operating expense.


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 consolidated financial statements and accompanying notes.  Actual results could differ from those estimates.


Recent Accounting Pronouncements: In May 2005, the Financial Accounting Standards Board (“FASB”) 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 adopted SFAS No. 154 effective January 1, 2006. The adoption of SFAS No. 154 did not have a material effect on the Partnership’s consolidated financial condition or results of operations.


In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48").  FIN 48 prescribes a two-step process for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  The first step involves evaluation of a tax position to determine whether it is more likely than not that the position will be sustained upon examination, based on the technical merits of the position.  The second step involves measuring the benefit to recognize in the financial statements for those tax positions that meet the more-likely-than-not recognition threshold.  FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  FIN 48 is effective for fiscal years beginning after December 15, 2006.  The Partnership has not yet determined the effect that FIN 48 will have on its consolidated financial statements.


In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entity’s own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Partnership does not anticipate that the adoption of SFAS No. 157 will have a material effect on the Partnership’s consolidated financial statements.


In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership has not yet determined whether it will elect the fair value option for any of its financial instruments.


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 $1,163,000 and $1,029,000 for the years ended December 31, 2006 and 2005, respectively, which is included in operating expense.  


Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $972,000 and $809,000 for the years ended December 31, 2006 and 2005, 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, 2006 and 2005 are charges related to construction management services provided by an affiliate of the General Partner of approximately $441,000, and $285,000, respectively.  At December 31, 2006 approximately $138,000 of reimbursements for services was accrued and is included in due to affiliates.


In accordance with the Partnership Agreement, an affiliate of the General Partner advanced the Partnership approximately $1,572,000 during the year ended December 31, 2006 to cover operating expenses of the Partnership and approximately $6,944,000 during the year ended December 31, 2005 to assist with the construction of Belmont Place Apartments and to repay the mortgage encumbering the property (see Note F). During the year ended December 31, 2005, the Partnership repaid approximately $7,043,000 which included approximately $54,000 of interest. The Partnership did not make any payments during the year ended December 31, 2006. Interest on advances is charged at prime plus 2% or 10.25% at December 31, 2006. Interest expense was approximately $15,000 and $54,000 for the years ended December 31, 2006 and 2005, respectively. At December 31, 2006 approximately $1,586,000 was payable, including interest, and is included in due to affiliates. Subsequent to December 31, 2006, an affiliate of the General Partner advanced additional funds of approximately $1,685,000 to the Partnership to cover operating expenses and to pay real estate taxes at the investment properties.


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, 2006 and 2005, respectively, the Partnership paid AIMCO and its affiliates approximately $583,000 and $297,000 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 230,805 limited partnership units (the "Units") in the Partnership representing 67.33% of the outstanding Units at December 31, 2006.  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 67.33% 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

Monthly

  

Principal

 

Balance At

Payment

Stated

 

Balance

 

December 31,

Including

Interest

Maturity

Due At

Property

2006

Interest

Rate

Date

Maturity

 

(in thousands)

   

(in thousands)

The Apartments

$ 3,936

  $  41

8.37% (a)

03/20

$    --

Arbours of Hermitage

     

  Apartments

 10,798

     59

5.06% (a)

09/15

  8,964

Belmont Place Apartments

 19,223

    108

5.14% (a)(f)

11/34

     --

Citadel Apartments

     

1st mortgage

  4,147

     33

8.55% (a)

07/14

  3,748

2nd mortgage

  1,310

      5

(b)(e)

07/07

  1,310

Citadel Village Apartments

  1,785

   

(c)

09/07

  1,764

Foothill Place Apartments

 17,355

     92

4.72% (a)

09/08

 16,836

Knollwood Apartments

 11,435

     64

5.20% (a)

12/08

 11,100

Lake Forest Apartments

     

1st mortgage

  5,916

     42

7.43% (a)

07/14

  5,255

2nd mortgage

  2,500

     17

(b)(e)

07/07

  2,500

Post Ridge Apartments

     

  1st mortgage

  3,872

     34

6.63% (a)

01/22

     --

  2nd mortgage

    356

      3

7.04% (a)

01/22

    173

Rivers Edge Apartments

  3,331

     33

7.82% (a)

09/20

     --

Village East Apartments

  2,000

     15

(d)(e)

12/07

  2,000

Total

$87,964

  $ 546

  

$53,650



(a)   Fixed rate mortgage.

(b)

Interest rate is variable and is equal to the Freddie Mac rate plus 300 basis points (8.20% at December 31, 2006).

(c)

Interest rate is variable and is equal to the Fannie Mae discounted mortgage-backed security index plus 85 basis points (6.10% at December 31, 2006).  

(d)

Interest rate is variable and is equal to the one month LIBOR rate plus 160 basis points (5.99% at December 31, 2006).

(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 is part of the Permanent Credit Facility and 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 Partnership. 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 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% 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 approximately $108,000 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 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. The second letter of credit for $2,500,000 was released during the first quarter of 2006 and the funds were returned to the Partnership. The amount returned included interest of approximately $65,000.


Future annual principal payments required under the terms of the mortgage notes payable subsequent to December 31, 2006, are as follows (in thousands):


2007

$ 9,129

2008

 29,465

2009

  1,217

2010

  1,299

2011

  1,386

Thereafter

 45,468

Total

$87,964


Note D - Distributions


In conjunction with the transfer of funds from certain majority-owned sub-tier limited partnerships to the Partnership, approximately $1,000 and $382,000 was distributed to the general partner of the majority owned sub-tier limited partnership during the years ended December 31, 2006 and 2005, respectively.


During 2006, the Partnership declared distributions of approximately $7,200,000 (approximately $6,912,000 to the limited partners or $20.16 per limited partnership unit) consisting of sales proceeds of Briar Bay Apartments in 2004 and refinancing proceeds from Lake Forest in 2004.   Approximately $288,000 of these distributions from proceeds is payable at December 31, 2006 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 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, 2006 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 2005 the Partnership distributed various amounts from the proceeds of property sales and refinancings. At December 31, 2006, approximately $715,000 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 E – 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

$ 3,936

$   438

$ 6,218

$ 3,534

Arbours of Hermitage

    

  Apartments

 10,798

    547

  8,574

  8,939

Belmont Place Apartments

 19,223

    659

  7,188

 24,030

Citadel Apartments

  5,457

    695

  5,619

  2,236

Citadel Village Apartments

  1,785

    337

  3,334

  2,305

Foothill Place Apartments

 17,355

  3,492

  9,435

  7,505

Knollwood Apartments

 11,435

    345

  7,065

 10,510

Lake Forest Apartments

  8,416

    692

  5,811

  4,442

Post Ridge Apartments

  4,228

    143

  2,498

  4,019

Rivers Edge Apartments

  3,331

    512

  2,160

  1,459

Village East Apartments

  2,000

    184

  2,236

  2,719

Totals

$87,964

$ 8,044

$60,138

$71,698


 

Gross Amount At Which Carried

     
 

At December 31, 2006

     
 

(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

$  9,752

$ 10,190

$  8,572

1973

04/84

5-30

Arbours of Hermitage

         

  Apartments

    547

  17,513

  18,060

  13,616

1973

09/83

5-30

Belmont Place Apartments

  3,737

  28,140

  31,877

   2,250

2004/2005

08/82

5-30

Citadel Apartments

    694

   7,856

   8,550

   7,422

1973

05/83

5-30

Citadel Village Apartments

    337

   5,639

   5,976

   4,192

1974

12/82

5-30

Foothill Place Apartments

  3,402

  17,030

  20,432

  13,889

1973

08/85

5-30

Knollwood Apartments

    345

  17,575

  17,920

  11,356

1972

07/82

5-30

Lake Forest Apartments

    692

  10,253

  10,945

   9,185

1971

04/84

5-30

Post Ridge Apartments

    143

   6,517

   6,660

   5,268

1972

07/82

5-30

Rivers Edge Apartments

    512

   3,619

   4,131

   3,173

1976

04/83

5-30

Village East Apartments

    183

   4,956

   5,139

   3,911

1973

12/82

5-30

          

Totals

$11,030

$128,850

$139,880

$ 82,834

    



Reconciliation of "Investment Properties and Accumulated Depreciation":


 

Years Ended December 31,

 

(in thousands)

 

2006

2005

Investment Properties

  

Balance at beginning of year

$132,014

$118,780

Additions

   8,468

  13,311

Property dispositions

     (602)

      (77)

Balance at end of year

$139,880

$132,014

   

Accumulated Depreciation

  

Balance at beginning of year

$ 79,491

$ 76,096

Additions charged to expense

   3,945

   3,472

Property dispositions

     (602)

      (77)

Balance at end of year

$ 82,834

$ 79,491


The aggregate cost of the real estate for Federal income tax purposes at December 31, 2006 and 2005, is approximately $151,892,000 and $144,435,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2006 and 2005, is approximately $93,047,000 and $88,870,000, respectively.


Note F – Redevelopment of Properties


During August 2006 the Partnership commenced with a phased redevelopment project for Knollwood Apartments.  The initial phase of the redevelopment project is estimated to cost approximately $7,500,000 and to be completed by the middle of 2007. The scope of the initial phase of the redevelopment project will consist of modifications to the electrical wiring, replacement of HVAC and water heaters, new siding, windows and doors, clubhouse renovations and major landscaping. Temporary roofing will also be installed while permits are obtained for planned roof replacements.  During the year ended December 31, 2006, approximately $3,245,000 of redevelopment costs were incurred. The Partnership expects to fund the redevelopment from operations and advances from an affiliate of the General Partner.  During the construction period, certain expenses will be capitalized and depreciated over the remaining life of the property. No such expenses were capitalized during 2006.


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 provided 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 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.  For the year ended December 31, 2005, approximately $7,556,000 of construction costs were incurred. Included in these construction costs are capitalized interest costs of approximately $394,000, capitalized tax expense of approximately $6,000 and other construction period operating costs of approximately $10,000.  There were no capitalized costs related to the redevelopment for the year ended December 31, 2006.


Note G – Casualty Events


In January 2007, Arbours of Hermitage Apartments suffered fire damage to eight rental units. Preliminary estimates of the estimated cost to repair the units is approximately $935,000. It is currently estimated that insurance proceeds will cover the costs to replace the damaged assets.


In July 2006, Knollwood Apartments suffered water and fire damage to eighteen rental units. Preliminary estimates of the estimated cost to repair the units is approximately $1,200,000. It is currently estimated that insurance proceeds will cover the costs to replace the damaged assets.


In June 2006, Knollwood Apartments suffered fire damage from an electrical breaker box malfunction. Insurance proceeds of approximately $25,000 were received during the year ended December 31, 2006. The Partnership recognized a casualty gain of approximately $25,000 during the year ended December 31, 2006 as the damaged assets were fully depreciated at the time of the casualty.


In March 2006, Knollwood Apartments suffered water and fire damage to eighteen rental units.  Insurance proceeds of approximately $797,000 were received during the year ended December 31, 2006.  The Partnership recognized a casualty gain of approximately $797,000 during the year ended December 31, 2006 as the damaged assets were fully depreciated at the time of the casualty. The Partnership also received approximately $53,000 to cover lost rents which is included in rental income.


In July 2006, Lake Forest Apartments suffered water damage as a result of a water main failure.  Insurance proceeds of approximately $22,000 were received during the year ended December 31, 2006.  The Partnership recognized a casualty gain of approximately $22,000 during the year ended December 31, 2006 as the damaged assets were fully depreciated at the time of the casualty.


In February 2006, Citadel Village Apartments suffered fire damage to three rental units.  Insurance proceeds of approximately $132,000 were received during the year ended December 31, 2006.  The Partnership recognized a casualty gain of approximately $132,000 during the year ended December 31, 2006 as the damaged assets were fully depreciated at the time of the casualty.


During the year ended December 31, 2006, the Partnership received approximately $15,000 of insurance proceeds related to a 2003 fire at Citadel Village Apartments. The Partnership had been appealing the actual insurance proceeds received in prior years and was awarded an additional settlement in 2006.  The Partnership recognized a casualty gain of approximately $15,000 as a result of the additional proceeds.


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. During the year ended December 31, 2006, additional insurance proceeds of approximately $13,000 were received related to this casualty which was recognized as a casualty gain.


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 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.


Note H - 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 (loss) allocated to the partners in the Partnership's information return for the years ended December 31, 2006 and 2005 (in thousands, except per unit data):


 

2006

2005

   

Net income as reported

$   862

$   260

(Deduct) add:

  

Deferred revenue and other

  

  liabilities

     (84)

     84

Depreciation differences

    (232)

    (536)

Accrued expenses

      (8)

      (8)

Other

    179

    270

Gain on casualty/

  

  disposition/foreclosure

  (1,004)

    (119)

 

   

   

Federal taxable loss

 $  (287)

 $   (49)

Federal taxable loss per

  

  

Limited Partnership unit

 $ (0.81)

 $  (.14)


The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net liabilities for the year ended December 31, 2006 (in thousands):


Net liabilities as reported

 $(31,429)

Land and buildings

   12,012

Accumulated depreciation

  (10,213)

Syndication fees

   18,871

Other

    4,952

Net liabilities - Federal tax basis

 $ (5,807)


Note I – Other Event


The Partnership has entered into sales contracts with third parties relating to the sale of Citadel Apartments, Lake Forest Apartments and The Apartments, which are projected to close during the first half of 2007.  The Partnership determined that certain criteria of SFAS No. 144 were not met at December 31, 2006 and therefore continues to report the assets and liabilities of the three investment properties as held for investment and their respective operations as continuing operations.


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 from 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 ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings.  The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objector’s Motion to File a Complaint in Intervention, Objector’s Motion for Leave of Discovery and Objector’s Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006. On August 31, 2006, the Objector filed a Notice of Appeal to the Court’s June 30, 2006 and July 1, 2006 orders. On December 14, 2006, Objector filed his Appellant’s Brief. The Partnership and its affiliates, as well as counsel of the Settlement Class, have not yet filed their briefs in response.


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.  Approximately 1,049 individuals opted in to the class. On March 28, 2007, the court issued an opinion decertifying the collective action on both issues.  The court held that the members of the collective action are not similarly situated and the case may not proceed as a collective action. The nine named plaintiffs still maintain their individual causes of action. The California and Maryland cases are still pending as they were stayed pending the outcome of the decertification motion in the District of Columbia case.  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 policies, procedures, third-party audits and training and the General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may 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.


Excise Tax


During 2006, the Partnership received an excise tax audit assessment from Tennessee in the amount of approximately $380,000 for the tax years 2002-2005. The Partnership does not believe it should be subject to excise tax and intends to formally contest such assessment. Therefore, the Partnership has not accrued any amounts related to this assessment.








Item 8.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


None.


Item 8a.

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 2006 that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.


Item 8b.

Other Information


None.









PART III


Item 9.

Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; 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.


Name

Age

Position

   

Martha L. Long

47

Director and Senior Vice President

Harry G. Alcock

44

Director, Executive Vice President and Chief

  

 Investment Officer

Timothy Beaudin

48

Executive Vice President and Chief Development

  

 Officer

Miles Cortez

63

Executive Vice President, General Counsel

  

  and Secretary

Patti K. Fielding

43

Executive Vice President – Securities and Debt

Thomas M. Herzog

44

Executive Vice President and Chief

  

  Financial Officer

Robert Y. Walker, IV

41

Executive Vice President

Scott W. Fordham

39

Senior Vice President and Chief Accounting

  

  Officer

Stephen B. Waters

45

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 and Chief Investment Officer 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.


Timothy Beaudin was appointed Executive Vice President and Chief Development Officer of the General Partner and AIMCO in October 2005.  Prior to this time, beginning in 2005, Mr. Beaudin was with Catellus Development Corporation, a San Francisco, California-based real estate investment trust.  During his last five years at Catellus, Mr. Beaudin served as Executive Vice President, with management responsibility for development, construction and asset management.


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 served as the Chief Accounting Officer of the General Partner and AIMCO from November 2005 to January 2007. Mr. Walker was promoted to Executive Vice President of the General Partner and AIMCO in July 2006 and in January 2007 became the Chief Financial Officer of Conventional Property Operations for AIMCO. 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.


Scott W. Fordham was appointed Senior Vice President and Chief Accounting Officer in January 2007 of the General Partner and AIMCO. Prior to joining AIMCO, Mr. Fordham served as Vice President and Chief Accounting Officer of Brandywine Realty Trust. Prior to the merger of Prentiss Properties Trust with Brandywine Realty Trust, Mr. Fordham served as Senior Vice President and Chief Accounting Officer of Prentiss Properties Trust and was in charge of the corporate accounting and financial reporting groups. Prior to joining Prentiss Properties Trust in 1992, Mr. Fordham worked in public accounting with PricewaterhouseCoopers LLP.


Stephen B. Waters was appointed Vice President of the General Partner and AIMCO 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 and serves as principal financial officer of the General Partner.


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 10.

Executive Compensation


Neither the directors nor officers of the General Partner received any remuneration from the Partnership during the year ended December 31, 2006.


Item 11.

Security Ownership of Certain Beneficial Owners and Management


(a)

Security Ownership of Certain Beneficial Owners


Except as provided below, as of December 31, 2006, 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.

134,159.0

39.14%

  (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, 2006, 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, 2006, AIMCO owns 51% of the outstanding common shares of beneficial interest of IPT.


Item 12.

Certain Relationships and Related Transactions, and Director Independence


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 $1,163,000 and $1,029,000 for the years ended December 31, 2006 and 2005, respectively, which is included in operating expense.  


Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $972,000 and $809,000 for the years ended December 31, 2006 and 2005, 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, 2006 and 2005 are charges related to construction management services provided by an affiliate of the General Partner of approximately $441,000, and $285,000, respectively.  At December 31, 2006 approximately $138,000 of reimbursements for services was accrued and is included in due to affiliates.


In accordance with the Partnership Agreement, an affiliate of the General Partner advanced the Partnership approximately $1,572,000 during the year ended December 31, 2006 to cover operating expenses of the Partnership and approximately $6,944,000 during the year ended December 31, 2005 to assist with the construction of Belmont Place Apartments and to repay the mortgage encumbering the property (see Note F). During the year ended December 31, 2005, the Partnership repaid approximately $7,043,000 which included approximately $54,000 of interest. The Partnership did not make any payments during the year ended December 31, 2006. Interest on advances is charged at prime plus 2% or 10.25% at December 31, 2006. Interest expense was approximately $15,000 and $54,000 for the years ended December 31, 2006 and 2005, respectively. At December 31, 2006 approximately $1,586,000 was payable, including interest, and is included in due to affiliates. Subsequent to December 31, 2006, an affiliate of the General Partner advanced additional funds of approximately $1,685,000 to the Partnership to cover operating expenses and to pay real estate taxes at the investment properties.


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, 2006 and 2005, respectively, the Partnership paid AIMCO and its affiliates approximately $583,000 and $297,000 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 230,805 limited partnership units (the "Units") in the Partnership representing 67.33% of the outstanding Units at December 31, 2006.  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 67.33% 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.


Neither of the General Partner’s directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the General Partner.


Item 13.

Exhibits


See Exhibit Index.


Item 14.

Principal Accounting Fees and Services


The General Partner has reappointed Ernst & Young LLP as independent auditors to audit the consolidated financial statements of the Partnership for 2007.  The aggregate fees billed for services rendered by Ernst & Young LLP for 2006 and 2005 are described below.


Audit Fees.  Fees for audit services totaled approximately $107,000 and $99,000 for 2006 and 2005, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-QSB.


Tax Fees.  Fees for tax services totaled approximately $51,000 and $45,000 for 2006 and 2005, respectively.








SIGNATURES




In accordance with Section 13 or 15(d) of the Exchange Act, the registrant 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 29, 2007


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/Harry G. Alcock

Director and Executive

Date: March 29, 2007

Harry G. Alcock

Vice President

 
   

/s/Martha L. Long

Director and Senior

Date: March 29, 2007

Martha L. Long

Vice President

 
   

/s/Stephen B. Waters

Vice President

Date: March 29, 2007

Stephen B. Waters

  








CONSOLIDATED CAPITAL PROPERTIES IV


EXHIBIT INDEX


Exhibit


3

Certificate of Limited Partnership, as amended to date.


3.1

Seventh Amendment to The Limited Partnership Agreement of Consolidated Capital Properties IV, dated October 15, 2006 (Incorprorated by reference to the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2006).


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).


10.98

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).


10.107

Promissory Note (Belmont) 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).


10.108

Form of Letter of Credit (Belmont) 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).


10.109

Deed to Secure Debt and Security Agreement (Belmont) 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).


10.110

Deed of Trust, Assignment of Leases and Rents and Security Agreement 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).


10.111

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.  (Incorporated by reference to the Quarterly Report on 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. (Incorporated by reference to the Quarterly Report on 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 (Citadel Village) 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).


10.120

Multifamily Note (Citadel Village) 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).


10.121

Guarantee Agreement (Citadel Village) 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).


10.122

Replacement Reserve and Security Agreement (Citadel Village) 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).


10.123

Deed of Trust, Assignment of Rents and Leases, Security Agreement and Fixture Filing (Village East) dated November 30, 2005 between CCP IV Associates, LTD, a Texas limited partnership and GMAC Commercial Mortgage Corporation. (Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2005).


10.124

Promissory Note (Village East) dated November 30, 2005 between CCP IV Associates, LTD, a Texas limited partnership and GMAC Commercial Mortgage Corporation. (Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2005).


10.125

Loan Agreement and Guarantee Agreement (Village East) dated November 30, 2005 between CCP IV Associates, LTD, a Texas limited partnership and GMAC Commercial Mortgage Corporation. (Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2005).  


10.126

Purchase and Sale contract between Consolidated Capital Properties IV, a California limited partnership, Apartment Associates, Ltd., a Texas limited partnership and the affiliated Selling Partnership, and Northview Realty Group, Inc., a Canadian corporation, dated December 4, 2006. (Incorporated by reference to Current Report on Form 8-K dated December 4, 2006).


10.126a

First Amendment to Purchase and Sale contract between Consolidated Capital Properties IV, a California limited partnership, Apartment Associates, Ltd., a Texas limited partnership and the affiliated Selling Partnership, and Northview Realty Group, Inc., a Canadian corporation, dated January 18, 2007. (Incorporated by reference to Current Report on Form 8-K dated January 18, 2007).


10.127

Purchase and Sale contract between ConCap Citadel Associates, Ltd., a Texas limited partnership, and Cash Investments of El Paso, LLC, a Texas limited liability company dated December 11, 2006. (Incorporated by reference to Current Report on Form 8-K dated December 11, 2006).


10.127a

First Amendment to Purchase and Sale contract between ConCap Citadel Associates, Ltd., a Texas limited partnership, and Cash Investments of El Paso, LLC, a Texas limited liability company dated January 12, 2007. (Incorporated by reference to Current Report on Form 8-K dated January 12, 2007).


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.







Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

1.

I have reviewed this annual report on Form 10-KSB 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 small business issuer as of, and for, the periods presented in this report;


4.

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


5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.

Date:  March 29, 2007

/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-KSB 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 small business issuer as of, and for, the periods presented in this report;


4.

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


5.

The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.

Date:  March 29, 2007

/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-KSB of Consolidated Capital Properties IV (the "Partnership"), for the fiscal year ended December 31, 2006 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 29, 2007

  
 

      /s/Stephen B. Waters

 

Name: Stephen B. Waters

 

Date: March 29, 2007



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.