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EX-31.1 - EXHIBIT 31.1 - CONSOLIDATED CAPITAL PROPERTIES IVccp4_ex31z1.htm
EX-31.2 - EXHIBIT 31.2 - CONSOLIDATED CAPITAL PROPERTIES IVccp4_ex31z2.htm
EX-32.1 - EXHIBIT 32.1 - CONSOLIDATED CAPITAL PROPERTIES IVccp4_ex32z1.htm

                                            

UNITED STATES

                            SECURITIES AND EXCHANGE COMMISSION

                                  Washington, D.C.  20549

 

                                         FORM 10-K

 

(Mark One)

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

                                            

                      For the fiscal year ended December 31, 2009

 

or

 

[ ]   TRANSITION REPORT PURSUANT TO 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, LP

                 (Exact name of registrant as specified in its charter)

 

Delaware

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)

 

             Registrant's telephone number, including area code (864) 239-1000

 

                Securities registered pursuant to Section 12(b) of the Act:

 

                                           None

 

                Securities registered pursuant to Section 12(g) of the Act:

 

                           Units of Limited Partnership Interest

                                     (Title of class)

 

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

 

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

 

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

Yes [X] No [ ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes  [ ] No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer £

Accelerated filer £

Non-accelerated filer £(Do not check if a smaller reporting company)

Smaller reporting company S

 

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

 

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked price of such partnership interests as of the last business day of the registrant’s most recently completed second fiscal quarter.  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

 


FORWARD-LOOKING STATEMENTS

 

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s properties and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

PART I

 

Item 1.     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.

 

On April 25, 2008, the Partnership changed its domicile from California to Delaware by merging with and into Consolidated Capital Properties IV, LP, a Delaware limited partnership, with the Delaware partnership as the surviving entity in the merger. The merger was undertaken pursuant to an Agreement and Plan of Merger, dated as of March 18, 2008, by and between the California partnership and the Delaware partnership.

 

Under the merger agreement, each unit of limited partnership interest in the California partnership was converted into an identical unit of limited partnership interest in the Delaware partnership and the general partnership interest in the California partnership previously held by the general partner was converted into a general partnership interest in the Delaware partnership. All interests in the Delaware partnership outstanding immediately prior to the merger were cancelled in the merger.

 

The voting and other rights of the limited partners provided for in the partnership agreement were not changed as a result of the merger. In the merger, the partnership agreement of the California partnership was adopted as the partnership agreement of the Delaware partnership, with the following changes: (i) references therein to the California Uniform Limited Partnership Act were amended to refer to the Delaware Revised Uniform Limited Partnership Act; (ii) a description of the merger was added; (iii) the name of the partnership was changed to “Consolidated Capital Properties IV, LP” and (iv) a provision was added that gives the general partner authority to establish different designated series of limited partnership interests that have separate rights with respect to specified partnership property, and profits and losses associated with such specified property.

 

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 Agreement also provides that the term of the Partnership cannot be extended beyond the termination 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, 2009, the Partnership owned 3 income-producing properties (or interests therein), which are located in Tennessee.  Prior to 2008, the Partnership had disposed of 40 properties originally owned by the Partnership and during 2008 sold 5 of its investment properties. See "Item 2. Properties" for further information about the Partnership's remaining properties and the 2008 sales.

 

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 "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

 

Transfers of Control

 

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

 

Item 2.     Properties

 

The Partnership originally acquired 48 properties of which twenty-five (25) 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, 2009, the Partnership owned three (3) apartment complexes.  Additional information about the properties is found in "Item 8. Financial Statements and Supplementary Data".

 

 

Date of

 

 

Property

Purchase

Type of Ownership

Use

 

 

 

 

Arbours of Hermitage Apts. (1)

09/83

Fee ownership subject to

Apartment

Hermitage, Tennessee

 

a first mortgage

350 units

865 Bellevue Apts. (1)

07/82

Fee ownership subject

Apartment

Nashville, Tennessee

 

to a first mortgage

326 units

Post Ridge Apts. (2)

07/82

Fee ownership subject

Apartment

Nashville, Tennessee

 

to first and second

150 units

 

 

mortgages

 

 

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

 

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

 

On June 6, 2008, the Partnership sold Foothill Place Apartments to a third party for a gross sales price of $40,750,000. The net proceeds realized by the Partnership were approximately $40,194,000 after payment of closing costs of approximately $556,000. The Partnership used approximately $16,938,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $31,664,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $21,000 due to the write-off of unamortized loan costs. The loss on extinguishment of debt is included in income (loss) from discontinued operations. 

 

On June 20, 2008, the Partnership sold Citadel Village Apartments to a third party for a gross sales price of $6,750,000.  The net proceeds realized by the Partnership were approximately $6,676,000 after payment of closing costs of approximately $74,000. The Partnership used approximately $3,710,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $4,904,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $49,000 due to the write-off of unamortized loan costs.  The loss on extinguishment of debt is included in income (loss) from discontinued operations. 

 

On June 20, 2008, the Partnership sold Village East Apartments to a third party for a gross sales price of $6,500,000.  The net proceeds realized by the Partnership were approximately $6,429,000 after payment of closing costs of approximately $71,000. The Partnership used approximately $3,100,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $5,025,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $53,000 due to the write-off of unamortized loan costs.  The loss on extinguishment of debt is included in income (loss) from discontinued operations. 

 

On September 30, 2008, the Partnership sold Rivers Edge Apartments to a third party for a gross sales price of $9,850,000.  The net proceeds realized by the Partnership were approximately $9,411,000 after payment of closing costs of approximately $439,000. The Partnership used approximately $3,077,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $8,409,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $849,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the payment of the mortgage encumbering Rivers Edge Apartments of approximately $811,000.  The loss on extinguishment of debt is included in income (loss) from discontinued operations.

 

On December 31, 2008, the Partnership sold Belmont Place Apartments to a third party for a gross sales price of $35,200,000.  The net proceeds realized by the Partnership were approximately $14,326,000 after payment of closing costs of approximately $53,000, the assumption of the mortgage of approximately $18,571,000 by the purchaser and financing of approximately $2,250,000 provided by the Partnership. The Partnership realized a gain on sale of discontinued operations of approximately $6,822,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $102,000 due to the write-off of unamortized loan costs. The loss on extinguishment of debt is included in income (loss) from discontinued operations.

 

In connection with the sale of Belmont Place, the Partnership provided $2,250,000 in partial financing to the purchaser (the “Seller Loan”).  Monthly payments of interest only commenced February 1, 2009 through the Seller Loan’s November 1, 2034 maturity, which is consistent with the maturity of the senior mortgage loan encumbering Belmont Place that was assumed by the purchaser in connection with the sale.  Interest on the Seller Loan will be payable at a rate of 3.5% for the first three years and 4% each year thereafter until maturity.

 

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)

 

 

 

 

 

 

Arbours of Hermitage

 

 

 

 

 

  Apartments

$ 19,721

$ 14,306

5-30 yrs

S/L

$  4,482

865 Bellevue Apartments

  36,271

  17,132

5-30 yrs

S/L

  16,407

Post Ridge Apartments

   8,671

   6,074

5-30 yrs

S/L

   2,679

 

 

 

 

 

 

Total

$ 64,663

$ 37,512

 

 

$ 23,568

 

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

 

Schedule of Property Indebtedness

 

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

 

 

Principal

 

 

 

Principal

 

Balance

Stated

 

 

Balance

 

At

Interest

Period

Maturity

Due At

Property

2009

Rate

Amortized

Date

Maturity (b)

 

(in thousands)

 

 

 

(in thousands)

Arbours of Hermitage

 

 

 

 

 

  Apartments

$10,258

5.06% (a)

30 yrs

09/15

$ 8,964

865 Bellevue

 

 

 

 

 

  Apartments

 19,184

6.34% (a)

30 yrs

03/19

 16,373

Post Ridge Apartments

 

 

 

 

 

  1st mortgage

  4,004

6.67% (a)

30 yrs

01/22

  3,086

  2nd mortgage

  2,039

5.93% (a)

30 yrs

01/20

  1,644

 

 

 

 

 

 

Totals

$35,485

 

 

 

$30,067

 

(a)            Fixed rate mortgage.

 

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

 

On January 12, 2009, the Partnership received a loan of approximately $11,125,000 from AIMCO Properties, L.P., an affiliate of the General Partner (the “Affiliate Loan”).  These loan proceeds were then used to pay in full the existing mortgage loan encumbering 865 Bellevue Apartments, which at the time of the payoff had a principal balance of approximately $11,078,000 and matured on January 12, 2009.  The Affiliate Loan was unsecured and bore interest at 6.0%.  This loan was repaid with proceeds from the permanent loan obtained in February 2009 on 865 Bellevue Apartments.

 

On February 19, 2009, the Partnership obtained a mortgage loan in the principal amount of $19,350,000 on 865 Bellevue Apartments.  The mortgage loan bears interest at a fixed rate of 6.344% per annum, and requires monthly payments of principal and interest of approximately $120,000 beginning on April 1, 2009 through the mortgage loan’s March 1, 2019 maturity date. The mortgage loan has a balloon payment of approximately $16,373,000 due at maturity. The Partnership may prepay the mortgage loan at any time with 30 days written notice to the lender subject to a prepayment penalty.  The Partnership used approximately $11,200,000 of the net proceeds received from the February 19, 2009 mortgage loan to pay in full the Affiliate Loan issued on January 12, 2009. In connection with obtaining the loan, the Partnership incurred loan costs of approximately $234,000 which were capitalized during 2009 and are included in other assets on the consolidated balance sheet at December 31, 2009. In accordance with the terms of the loan agreement, payment of the loan may be accelerated at the option of the lender if an event of default, as defined in the loan agreement, occurs. Events of default include nonpayment of monthly principal and interest by the due date; nonpayment of the matured balance of the loan on the maturity date; and the occurrence of any breach or default in the performance of any of the covenants or agreements made by the Partnership.


Rental Rates and Occupancy

 

The following table sets forth the average annual rental rates and occupancy for 2009 and 2008 for each property.

 

 

Average Annual

Average

 

Rental Rates

Occupancy

 

(per unit)

 

 

Property

2009

2008

2009

2008

Arbours of Hermitage Apartments

$ 8,637

$ 8,729

95%

96%

865 Bellevue Apartments (1)

 10,942

 10,460

91%

86%

Post Ridge Apartments

 10,104

 10,364

95%

96%

 

(1)   The increase in occupancy at 865 Bellevue Apartments is due to the redevelopment at the property being complete at December 31, 2008 and units being available for rent during the year ended December 31, 2009.

 

During August 2006 the Partnership commenced with a phased redevelopment project for 865 Bellevue Apartments. The initial phase of the redevelopment project was initially 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 consisted of modifications to the electrical wiring, replacement of HVAC and water heaters, new siding, roof replacements, windows and doors, clubhouse renovations and major landscaping. During the year ended December 31, 2007, the Partnership commenced with the second phase of the redevelopment project.  The scope of the second phase of the redevelopment project consisted of the addition of 34 garages, a gated entry, renovations to the clubhouse, pool, leasing and business center, tennis courts, new playground equipment and renovations to apartment kitchens, baths and living spaces.  The redevelopment project was completed at December 31, 2008 at a total cost of $18,139,000.  During the years ended December 31, 2006 and 2007, approximately $3,245,000 and $8,028,000, respectively, of redevelopment costs had been incurred.  During the year ended December 31, 2008 additional costs of approximately $6,866,000 were incurred. The Partnership funded the redevelopment from operations, proceeds received in connection with the sales and financings of other investment properties and advances from AIMCO Properties, L.P, an affiliate of the General Partner, although AIMCO Properties, L.P. was not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.  During the construction period, certain expenses were capitalized and are being depreciated over the remaining life of the related assets. During the year ended December 31, 2008, approximately $185,000 of construction period interest, $5,000 of construction period operating costs and $19,000 of construction period taxes were capitalized related to the redevelopment. There were no construction period expenses capitalized for the year ended December 31, 2009.

 

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 2009 for each property were:

 

 

2009

2009

 

Billing

Rate

 

(in thousands)

 

 

 

 

Arbours of Hermitage Apartments

$234

 3.6%

865 Bellevue Apartments

 218

 3.6%

Post Ridge Apartments

 100

 3.6%

 

Capital Improvements

 

Arbours of Hermitage Apartments

 

During the year ended December 31, 2009, the Partnership completed approximately $659,000 of capital improvements at Arbours of Hermitage Apartments consisting primarily of floor covering replacements, structural improvements, water heater replacements, kitchen and bath upgrades and HVAC improvements. 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 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

865 Bellevue Apartments

 

During the year ended December 31, 2009, the Partnership completed approximately $326,000 of capital improvements at 865 Bellevue Apartments, consisting primarily of floor covering, furniture and appliance replacements and building improvement costs. 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 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

 

Post Ridge Apartments

 

During the year ended December 31, 2009, the Partnership completed approximately $863,000 of capital improvements at Post Ridge Apartments, consisting primarily of HVAC replacements, fencing replacements, parking lot and fire safety improvements, floor covering replacements and kitchen and bath upgrades. 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 2010. 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, Partnership reserves or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. 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

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel.  As a result, the lawsuits asserted in the 22 Federal courts have been dismissed.  During the fourth quarter of 2008, the Partnership paid approximately $37,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After these arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership.  Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.


PART II

 

Item 5.     Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

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

5,093 as of December 31, 2009

 

There were 342,773 Units outstanding at December 31, 2009, of which affiliates of the General Partner owned 237,778.50 Units or approximately 69.37%.

 

The Partnership distributed the following amounts during the years ended December 31, 2009 and 2008 (in thousands, except per unit data).

 

 

 

Per Limited

 

Per Limited

 

Year Ended

Partnership

Year Ended

Partnership

 

December 31, 2009

Unit

December 31, 2008

Unit

 

 

 

 

 

Sale(1)

   $13,442

  $37.65

    $    --

   $   --

Sale(2)

        --

      --

     29,923

    83.80

Financing (3)

     6,520

   18.26

         --

       --

Operations

     1,077

    3.01

         --

       --

    Total

   $21,039

  $58.92

    $29,923

   $83.80

 

(1)   Sale proceeds from the 2008 sale of Belmont Place Apartments.

 

(2)   Sale proceeds from the 2008 sales of Foothills Place Apartments, Citadel Village Apartments, Village East Apartments and Rivers Edge Apartments.

 

(3)   Financing proceeds from the 2009 financing of 865 Bellevue Apartments.

 

In conjunction with the transfer of funds from their certain majority-owned sub-tier limited partnerships to the Partnership, approximately zero and $354,000 was distributed to the general partner of the majority owned sub-tier limited partnerships during the years ended December 31, 2009 and 2008, 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 any distributions to its partners in the year 2010 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 237,778.50 Units in the Partnership representing 69.37% of the outstanding Units at December 31, 2009.  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 69.37% 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 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations

 

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 loss for the year ended December 31, 2009 was approximately $3,502,000 compared to net income of approximately $54,601,000, for the year ended December 31, 2008.  The increase in net loss for the year ended December 31, 2009 is primarily due to a decrease in the recognition of gain on sale of discontinued operations, an increase in total expenses and a decrease in the recognition of casualty gains, partially offset by an increase in income from discontinued operations and an increase in total revenues.  

 

The consolidated statement of operations for the year ended December 31, 2008 reflects the operations of Foothill Place Apartments, Citadel Village Apartments, Village East Apartments, Rivers Edge Apartments and Belmont Place Apartments as discontinued operations as a result of the sale of the respective properties during 2008. Foothill Place Apartments was sold on June 6, 2008.  Citadel Village Apartments and Village East Apartments were both sold on June 20, 2008. Rivers Edge Apartments was sold on September 30, 2008 and Belmont Place Apartments was sold on December 31, 2008. 

 

Included in loss from discontinued operations for the year ended December 31, 2008 are revenues and (loss) income for the five properties which sold during 2008. Also included in loss from discontinued operations for the year ended December 31, 2008 is income for Briar Bay Apartments, which sold during 2004, from receipt of real estate tax refunds during 2008 which had been under dispute. Included in income from discontinued operations for the year ended December 31, 2009 is income of approximately $28,000 from Belmont Place Apartments related to the collection of receivables deemed uncollectible at December 31, 2008. The following table presents summarized results of operations related to the Partnership’s discontinued operations for the year ended December 31, 2008 (in thousands):

 

                      Year Ended December 31, 2008

 

 

 

Loss on

(Loss) income

 

 

 

extinguishment

from discontinued

Property

Revenues

Expenses

of debt

operations

 

 

 

 

 

Belmont Place Apartments

$4,247

$(4,112)

$  (102)

$   33

Rivers Edge Apartments

   904

   (682)

   (849)

   (627)

Foothill Place

 

 

 

 

  Apartments

 2,017

 (1,567)

    (21)

   429

Citadel Village

 

 

 

 

  Apartments

   494

   (597)

    (49)

   (152)

Village East Apartments

   491

   (598)

    (53)

   (160)

Briar Bay Apartments

    75

    --

    --

    75

 

$8,228

$(7,556)

$(1,074)

 $ (402)

 

On June 6, 2008, the Partnership sold Foothill Place Apartments to a third party for a gross sales price of $40,750,000. The net proceeds realized by the Partnership were approximately $40,194,000 after payment of closing costs of approximately $556,000. The Partnership used approximately $16,938,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $31,664,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $21,000 due to the write-off of unamortized loan costs. The loss on extinguishment of debt is included in income (loss) from discontinued operations.

      

On June 20, 2008, the Partnership sold Citadel Village Apartments to a third party for a gross sales price of $6,750,000.  The net proceeds realized by the Partnership were approximately $6,676,000 after payment of closing costs of approximately $74,000. The Partnership used approximately $3,710,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $4,904,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $49,000 due to the write-off of unamortized loan costs.  The loss on extinguishment of debt is included in income (loss) from discontinued operations.

 

On June 20, 2008, the Partnership sold Village East Apartments to a third party for a gross sales price of $6,500,000.  The net proceeds realized by the Partnership were approximately $6,429,000 after payment of closing costs of approximately $71,000. The Partnership used approximately $3,100,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $5,025,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $53,000 due to the write-off of unamortized loan costs.   The loss on extinguishment of debt is included in income (loss) from discontinued operations.

 

On September 30, 2008, the Partnership sold Rivers Edge Apartments to a third party for a gross sales price of $9,850,000.  The net proceeds realized by the Partnership were approximately $9,411,000 after payment of closing costs of approximately $439,000. The Partnership used approximately $3,077,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $8,409,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $849,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the payment of the mortgage encumbering Rivers Edge Apartments of approximately $811,000.  The loss on extinguishment of debt is included in income (loss) from discontinued operations.

 

On December 31, 2008, the Partnership sold Belmont Place Apartments to a third party for a gross sales price of $35,200,000.  The net proceeds realized by the Partnership were approximately $14,326,000 after payment of closing costs of approximately $53,000, the assumption of the mortgage of approximately $18,571,000 by the purchaser and financing of approximately $2,250,000 provided by the Partnership.  The Partnership realized a gain on sale of discontinued operations of approximately $6,822,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $102,000 due to the write-off of unamortized loan costs.  The loss on extinguishment of debt is included in income (loss) from discontinued operations. In connection with the sale of Belmont Place, the Partnership provided $2,250,000 in partial financing to the purchaser (the “Seller Loan”).  Monthly payments of interest only commenced February 1, 2009 through the Seller Loan’s November 1, 2034 maturity, which is consistent with the maturity of the senior mortgage loan encumbering Belmont Place that was assumed by the purchaser in connection with the sale.  Interest on the Seller Loan will be payable at a rate of 3.5% for the first three years and 4% each year thereafter until maturity.

 

Total expenses increased for the year ended December 31, 2009 due to increases in depreciation and interest expense, partially offset by decreases in operating and general and administrative expense. Property tax expense remained relatively constant for the comparable period. Depreciation expense increased due to assets being placed into service at all of the investment properties over the past year. Interest expense increased due to an increase in advances received from AIMCO Properties, L.P., an increase in the mortgage obtained on 865 Bellevue Apartments during February 2009, a decrease in capitalized interest related to the redevelopment of 865 Bellevue Apartments, and interest incurred in connection with the escheatment of unclaimed distributions during 2009. Operating expense decreased due to decreases in legal fees associated with a vendor settlement at Arbours of Hermitage Apartments, and advertising costs at all three investment properties partially offset by increases in clean up and mold removal costs associated with repairing apartment units affected by fire and wind damage, as discussed below, and an increase in insurance premiums at the investment properties.

 

In January 2007, Arbours of Hermitage Apartments suffered fire damage to eight rental units. The cost to repair the units was approximately $1,039,000. Insurance proceeds of approximately $484,000 and $545,000 were received during the years ended December 31, 2007 and 2008, respectively. The Partnership recognized a casualty gain of approximately $484,000 and $545,000 during the years ended December 31, 2007 and 2008, respectively, as the damaged assets were fully depreciated at the time of the casualty. No additional insurance proceeds are expected to be received related to this casualty.

 

In December 2008, Arbours of Hermitage Apartments suffered fire damage to four rental units.  The estimated cost to repair the damaged units was approximately $195,000.  During the year ended December 31, 2009, the Partnership incurred approximately $37,500 in clean up costs, which are included in operating expense. Insurance proceeds of approximately $235,000 were received during the year ended December 31, 2009, including approximately $14,000 for lost rents which is included in rental income and approximately $26,000 for emergency expenses which is included in operating expense. The Partnership recognized a casualty gain of approximately $195,000 during the year ended December 31, 2009 as the damaged assets were fully depreciated at the time of the casualty.  No additional insurance proceeds are expected to be received related to this casualty.

 

In February 2009, Arbours of Hermitage Apartments suffered wind damage to the roof of one of its buildings.  The estimated cost to repair the damaged units was approximately $9,500.  During the year ended December 31, 2009, the Partnership incurred approximately $13,000 in clean up costs, which are included in operating expense. Insurance proceeds of approximately $9,000 were received during the year ended December 31, 2009. The Partnership recognized a casualty gain of approximately $9,000 during the year ended December 31, 2009 as the damaged assets were fully depreciated at the time of the casualty.  No additional insurance proceeds are expected to be received related to this casualty.

 

In November 2009, Arbours of Hermitage Apartments suffered fire damage to several of its buildings. The estimated cost to repair the damaged buildings is approximately $1,165,000, including approximately $50,000 of clean up costs. The Partnership anticipates recognizing a casualty gain during the first quarter of 2010 as the damaged assets were fully depreciated at the time of the casualty. Subsequent to December 31, 2009, insurance proceeds of approximately $812,000 were received related to this casualty.

 

Total revenues increased for the year ended December 31, 2009 due to increases in both rental income and other income. The increase in rental income for the year ended December 31, 2009 is primarily due to an increase in the average rental rate and occupancy at 865 Bellevue Apartments. Other income increased for the year ended December 31, 2009 due to an increase in utility reimbursements at all of the Partnership’s investment properties and interest income earned on the note receivable, partially offset by a decrease in interest income earned on cash balances as a result of lower average balances and a decrease in the interest rate.

 

General and administrative expense decreased for the year ended December 31, 2009 due to a decrease in management reimbursements and audit fees as a result of the 2008 investment property sales, partially offset by the payment of a special management fee earned in connection with the operating distribution paid during the year ended December 31, 2009.  Included in general and administrative expenses for the years ended December 31, 2009 and 2008 are management reimbursements to the General Partner as allowed under the Partnership Agreement.  Also included in general and administrative expenses for the years ended December 31, 2009 and 2008 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

 

LIQUIDITY AND CAPITAL RESOURCES

 

At December 31, 2009, the Partnership had cash and cash equivalents of approximately $99,000 compared to approximately $15,047,000 at December 31, 2008. The decrease is due to approximately $13,057,000 of cash used in financing activities and approximately $3,119,000 of cash used in investing activities, partially offset by approximately $1,228,000 of cash provided by operating activities. Cash used in financing activities consisted of distributions to partners, repayment of advances from an affiliate of the General Partner, the repayment of the debt encumbering 865 Bellevue Apartments, monthly payments on mortgage loans and payment of loan costs, partially offset by the receipt of advances from an affiliate of the General Partner and proceeds from the mortgage financing at 865 Bellevue Apartments. Cash used in investing activities consisted of property improvements and replacements, partially offset by withdrawals from restricted escrows and insurance proceeds received.

 

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the General Partner advanced the Partnership approximately $11,719,000 and $3,106,000 during the years ended December 31, 2009 and 2008, respectively. The 2009 advances were made to assist with the repayment of the mortgage and associated accrued interest encumbering 865 Bellevue Apartments, during January 2009, and operations at the three remaining investment properties. The 2008 advances were made to assist with the payment of real estate taxes and operations for several investment properties and redevelopment draws for 865 Bellevue Apartments.  During the year ended December 31, 2009, the Partnership repaid AIMCO Properties, L.P., approximately $12,245,000 which included approximately $87,000 of accrued interest. During the year ended December 31, 2008, the Partnership repaid AIMCO Properties, L.P., approximately $2,518,000 which included approximately $41,000 of accrued interest.Interest on the 2009 advance of approximately $11,125,000 was charged at 6.00%, while interest on the remaining 2009 and 2008 advances was charged at a rate of prime plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner review the market rate adjustment quarterly. The interest rates on outstanding advances during the yearendedDecember 31, 2009 ranged from 9.94% to 11.19%. Interest expense was approximately $82,000 and $47,000 for the years ended December 31, 2009 and 2008, respectively. At December 31, 2009 and 2008, the amount of outstanding loans and accrued interest owed to AIMCO Properties, L.P. was approximately $191,000 and $635,000, respectively, and is included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheets, please see its reports filed with the Securities and Exchange Commission.  Subsequent to the year ended December 31, 2009, the General Partner advanced the Partnership approximately $1,054,000 to fund operating expenses and real estate taxes at the three investment properties.

 

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 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. The Partnership regularly evaluates the capital improvement needs of its investment properties. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2010. 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 AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. To the extent that capital improvements are completed, the Partnership’s distributable cash flow, if any, may be adversely affected in the short term.

 

The Partnership anticipates that exclusive of capital improvements, casualty repairs due to the November 2009 fire at Arbours of Hermitage Apartments and repayment of amounts accrued and payable to affiliates, operating cash flows in 2010 will be generally sufficient for the Partnership to meet its current obligations in 2010 including 2010 debt service. If cash flows are insufficient for the Partnership to meet its obligations in 2010, the Partnership may request additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. The mortgage indebtedness encumbering the Partnership’s investment properties of approximately $35,485,000 matures at various dates between 2015 and 2022 with balloon payments of approximately $8,964,000, $16,373,000, $1,644,000 and $3,086,000 due in 2015, 2019, 2020 and 2022, respectively.  The General Partner may attempt to refinance such indebtedness and/or sell the properties prior to termination of the Partnership.

 

In January 2009, the Partnership received a loan of approximately $11,125,000 from AIMCO Properties, L.P. (the “Affiliate Loan”) to pay in full the previous mortgage loan encumbering 865 Bellevue Apartments, which at the time of the payoff had a principal balance of approximately $11,078,000.  The Affiliate Loan was unsecured and bore interest at 6.0%.  On February 19, 2009, the Partnership obtained a mortgage loan in the principal amount of $19,350,000 on 865 Bellevue Apartments.  The mortgage loan bears interest at a fixed rate of 6.344% per annum, and requires monthly payments of principal and interest of approximately $120,000 beginning on April 1, 2009 through the mortgage loan’s March 1, 2019 maturity date. The mortgage loan has a balloon payment of approximately $16,373,000 due at maturity. The Partnership may prepay the mortgage loan at any time with 30 days written notice to the lender subject to a prepayment penalty.  The Partnership used approximately $11,200,000 of the net proceeds received from the February 19, 2009 mortgage loan to pay in full the Affiliate Loan.  In connection with obtaining the loan, the Partnership incurred loan costs of approximately $234,000 which were capitalized as of December 31, 2009 and are included in other assets on the consolidated balance sheet.

 

The Partnership distributed the following amounts during the years ended December 31, 2009 and 2008 (in thousands, except per unit data):

 

 

 

Per Limited

 

Per Limited

 

Year Ended

Partnership

Year Ended

Partnership

 

December 31, 2009

Unit

December 31, 2008

Unit

 

 

 

 

 

Sale(1)

   $13,442

  $37.65

    $    --

   $   --

Sale(2)

        --

      --

     29,923

    83.80

Financing (3)

     6,520

   18.26

         --

       --

Operations

     1,077

    3.01

         --

       --

    Total

   $21,039

  $58.92

    $29,923

   $83.80

 

(1)   Sale proceeds from the 2008 sale of Belmont Place Apartments.

 

(2)   Sale proceeds from the 2008 sales of Foothills Place Apartments, Citadel Village Apartments, Village East Apartments and Rivers Edge Apartments.

 

(3)   Financing proceeds from the 2009 financing of 865 Bellevue Apartments.

 

In conjunction with the transfer of funds from their certain majority-owned sub-tier limited partnerships to the Partnership, approximately zero and $354,000, was distributed to the general partner of the majority owned sub-tier limited partnerships during the years ended December 31, 2009 and 2008, 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 any distributions to its partners in the year 2010 or subsequent periods. See "Item 2. Capital Improvements” for information relating to anticipated capital expenditures at the properties.

 

Other

 

In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 237,778.50 limited partnership units (the "Units") in the Partnership representing 69.37% of the outstanding Units at December 31, 2009.  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 69.37% of the outstanding Units, AIMCO and its affiliates are in a position to control all voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

 

Critical Accounting Policies and Estimates

 

A summary of the Partnership's significant accounting policies is included in "Note A – Organization and Summary of Significant Accounting Policies" to the consolidated financial statements included in "Item 8. Financial Statements and Supplementary Data". The General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the 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 estimated 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; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an 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. 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 8.     Financial Statements and Supplementary Data

 

CONSOLIDATED CAPITAL PROPERTIES IV, LP

 

LIST OF FINANCIAL STATEMENTS

 

      Report of Independent Registered Public Accounting Firm

 

      Consolidated Balance Sheets - December 31, 2009 and 2008

 

Consolidated Statements of Operations - Years ended December 31, 2009 and 2008

 

Consolidated Statements of Changes in Partners' (Deficiency) Capital - Years ended December 31, 2009 and 2008

 

Consolidated Statements of Cash Flows - Years ended December 31, 2009 and 2008

 

      Notes to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm

 

 

 

The Partners

Consolidated Capital Properties IV, LP

 

 

We have audited the accompanying consolidated balance sheets of Consolidated Capital Properties IV, LP as of December 31, 2009 and 2008, and the related consolidated statements of operations, changes in partners' (deficiency) capital, and cash flows for each of the two years in the period ended December 31, 2009.  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, LP at December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2009, in conformity with U. S. generally accepted accounting principles.

 

/s/ERNST & YOUNG LLP

 

 

Greenville, South Carolina

April 9, 2010


                       CONSOLIDATED CAPITAL PROPERTIES IV, LP

 

                             CONSOLIDATED BALANCE SHEETS

                          (in thousands, except unit data)

 

 

 

December 31,

 

 

2009

2008

 

Assets

 

 

Cash and cash equivalents

$     99

$ 15,047

Receivables and deposits

     253

     425

Restricted escrows (Note A)

       8

      12

Other assets

     605

     495

Note receivable (Note J)

   1,531

   1,512

Investment properties (Notes: C, E, F and G):

 

 

Land

   1,035

   1,035

Buildings and related personal property

  63,628

  62,399

 

  64,663

  63,434

Less accumulated depreciation

  (37,512)

  (33,761)

 

  27,151

  29,673

 

$ 29,647

$ 47,164

 

 

 

Liabilities and Partners' (Deficiency) Capital

 

 

Liabilities

 

 

Accounts payable

$    152

$  1,745

Tenant security deposit liabilities

     108

     160

Accrued property taxes

     552

     570

Other liabilities

     575

     449

Due to affiliates (Note B)

     191

     285

Distributions payable (Note D)

   3,892

   3,093

Mortgage notes payable (Note C)

  35,485

  27,629

 

  40,955

  33,931

 

 

 

Partners' (Deficiency) Capital

 

 

General partners

   (9,988)

   (9,006)

Limited partners (342,773 units issued and

 

 

outstanding)

   (1,320)

  22,239

 

  (11,308)

  13,233

 

$ 29,647

$ 47,164

 

See Accompanying Notes to Consolidated Financial Statements


                       CONSOLIDATED CAPITAL PROPERTIES IV, LP

 

                        CONSOLIDATED STATEMENTS OF OPERATIONS

                        (in thousands, except per unit data)

 

 

Years Ended

 

December 31,

 

2009

2008

 

Revenues:

 

 

Rental income

$ 7,517

$ 7,281

Other income

    954

    824

Total revenues

  8,471

  8,105

 

 

 

Expenses:

 

 

Operating

  4,650

  4,835

General and administrative

    435

    655

Depreciation

  4,370

  2,988

Interest

  2,206

  1,441

Property taxes

    544

    552

Total expenses

 12,205

 10,471

 

 

 

Loss before casualty gain and discontinued operations

 (3,734)

 (2,366)

Casualty gains (Note H)

    204

    545

Income (loss) from discontinued operations (Notes A and F)

     28

   (402)

Gain on sale of discontinued operations (Note F)

     --

 56,824

Net (loss) income

$(3,502)

$54,601

 

 

 

Net loss allocated to general partners

$  (140)

$   (89)

Net (loss) income allocated to limited partners

 (3,362)

 54,690

 

$(3,502)

$54,601

Per limited partnership unit:

 

 

Loss from continuing operations

$ (9.89)

$ (5.10)

Income (loss) from discontinued operations

   0.08

  (1.13)

Gain on sale of discontinued operations

     --

 165.78

Net (loss) income per limited partnership unit

$ (9.81)

$159.55

 

 

 

Distributions per limited partnership unit

$ 58.92

$ 83.80

 

See Accompanying Notes to Consolidated Financial Statements


                       CONSOLIDATED CAPITAL PROPERTIES IV, LP

 

        CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL

                          (in thousands, except unit data)

 

 

 

 

Limited

 

 

 

 

Partnership

General

Limited

 

 

Units

Partners

Partners

Total

 

 

 

 

 

Original capital contributions

343,106

$      1

$171,553

$171,554

 

 

 

 

 

Partners' (deficiency) capital at

 

 

 

 

December 31, 2007

342,773

 $ (7,366)

 $ (3,725)

 $(11,091)

 

 

 

 

 

Net (loss) income for the year

 

 

 

 

ended December 31, 2008

     --

      (89)

  54,690

  54,601

 

 

 

 

 

Distributions to partners (Note D)

     --

   (1,551)

  (28,726)

  (30,277)

 

 

 

 

 

Partners' (deficiency) capital at

 

 

 

 

December 31, 2008

342,773

   (9,006)

  22,239

  13,233

 

 

 

 

 

Net loss for the year

 

 

 

 

ended December 31, 2009

     --

     (140)

   (3,362)

   (3,502)

 

 

 

 

 

Distributions to partners (Note D)

     --

     (842)

  (20,197)

  (21,039)

 

 

 

 

 

Partners' (deficiency) capital at

 

 

 

 

December 31, 2009

342,773

 $ (9,988)

 $ (1,320)

 $(11,308)

 

See Accompanying Notes to Consolidated Financial Statements


                       CONSOLIDATED CAPITAL PROPERTIES IV, LP

 

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (in thousands)

 

Years Ended

 

December 31,

 

2009

2008

Cash flows from operating activities:

 

 

Net (loss) income

 $ (3,502)

$ 54,601

Adjustments to reconcile net (loss) income to net cash

 

 

provided by operating activities:

 

 

Depreciation

   4,370

   4,495

Amortization of loan costs

      93

     152

Amortization of discount on note receivable

      (19)

      --

Casualty gains

     (204)

     (545)

Gain on sale of investment properties

      --

  (56,824)

Loss on extinguishment of debt

      --

   1,074

Change in accounts:

 

 

Receivables and deposits

     172

     261

Other assets

      31

     206

Accounts payable

     (114)

     (125)

Tenant security deposit liabilities

      (52)

     (275)

Accrued property taxes

      (18)

      (75)

Other liabilities

     126

     (616)

Due to affiliates

     345

     (266)

Net cash provided by operating activities

   1,228

   2,063

Cash flows from investing activities:

 

 

Net proceeds from sale of investment properties

      --

  77,036

Property improvements and replacements

   (3,327)

  (10,436)

Net withdrawals from restricted escrows

       4

   1,603

Insurance proceeds received

     204

     545

Net cash (used in) provided by investing activities

   (3,119)

  68,748

Cash flows from financing activities:

 

 

Payments on mortgage notes payable

     (416)

   (1,023)

Proceeds from mortgage note payable

  19,350

      --

Repayment of mortgage notes payable

  (11,078)

  (26,825)

Loan costs and prepayment penalties paid

     (234)

     (811)

Advances from affiliate

  11,719

   3,106

Payments on advances from affiliate

  (12,158)

   (2,477)

Distributions to partners

  (20,240)

  (29,080)

Net cash used in financing activities

  (13,057)

  (57,110)

Net (decrease) increase in cash and cash equivalents

  (14,948)

  13,701

Cash and cash equivalents at beginning of period

  15,047

   1,346

Cash and cash equivalents at end of period

$     99

$ 15,047

 

 

 

Supplemental disclosure of cash flow information:

 

 

Cash paid for interest, net of capitalized interest

$  2,004

$  3,244

 

 

 

Supplemental disclosure of non-cash information:

 

 

Property improvements and replacements included in

 

 

    accounts payable

$     14

$  1,493

Distributions included in distributions payable

     799

   1,197

Note receivable, net of discount included in 

 

 

   other assets

        --

     1,512

Assumption of mortgage by buyer

        --

    18,571

Property improvements and replacement refund

 

 

   included in due to affiliates

        --

       (78)

 

See Accompanying Notes to Consolidated Financial Statements


                       CONSOLIDATED CAPITAL PROPERTIES IV, LP

 

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

                                  December 31, 2009

 

 

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. The Partnership Agreement also provides that the term of the Partnership cannot be extended beyond the termination date. As of December 31, 2009, the Partnership operates 3 residential properties which are located in Tennessee.

 

On April 25, 2008, the Partnership changed its domicile from California to Delaware by merging with and into Consolidated Capital Properties IV, LP, a Delaware limited partnership, with the Delaware partnership as the surviving entity in the merger. The merger was undertaken pursuant to an Agreement and Plan of Merger, dated as of March 18, 2008, by and between the California partnership and the Delaware partnership.

 

Under the merger agreement, each unit of limited partnership interest in the California partnership was converted into an identical unit of limited partnership interest in the Delaware partnership and the general partnership interest in the California partnership previously held by the general partner was converted into a general partnership interest in the Delaware partnership. All interests in the Delaware partnership outstanding immediately prior to the merger were cancelled in the merger.

 

The voting and other rights of the limited partners provided for in the partnership agreement were not changed as a result of the merger. In the merger, the partnership agreement of the California partnership was adopted as the partnership agreement of the Delaware partnership, with the following changes: (i) references therein to the California Uniform Limited Partnership Act were amended to refer to the Delaware Revised Uniform Limited Partnership Act; (ii) a description of the merger was added; (iii) the name of the partnership was changed to “Consolidated Capital Properties IV, LP” and (iv) a provision was added that gives the general partner authority to establish different designated series of limited partnership interests that have separate rights with respect to specified partnership property, and profits and losses associated with such specified property.

 

Subsequent Event:  The Partnership’s management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.

 

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., and Foothill Chimney Associates, L.P.  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.

 

Basis of Presentation:  The consolidated statement of operations for the year ended December 31, 2008 reflects the operations of Foothill Place Apartments, Citadel Village Apartments, Village East Apartments, Rivers Edge Apartments and Belmont Place Apartments as discontinued operations as a result of the sale of the respective properties during 2008. The operations for the year ended December 31, 2008 of these properties are included in income (loss) from discontinued operations. Foothill Place Apartments was sold on June 6, 2008.  Citadel Village Apartments and Village East Apartments were both sold on June 20, 2008. Rivers Edge Apartments was sold on September 30, 2008 and Belmont Place Apartments sold on December 31, 2008.

 

Included in loss from discontinued operations for the year ended December 31, 2008 are revenues and income (loss) for the five properties which sold during 2008. Also included in loss from discontinued operations for the year ended December 31, 2008 is income for Briar Bay Apartments, which sold during 2004, from receipt of real estate tax refunds during 2008 which had been under dispute. Included in income from discontinued operations for the year ended December 31, 2009 is income of approximately $28,000 from Belmont Place Apartments related to the collection of receivables deemed uncollectible at December 31, 2008.

 

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the years ended December 31, 2008 (in thousands):

 

                          Year Ended December 31, 2008

 

 

 

Loss on

(Loss) income

 

 

 

extinguishment

from discontinued

Property

Revenues

Expenses

of debt

operations

 

 

 

 

 

Belmont Place Apartments

   $4,247

 $(4,112)

   $  (102)

      $  33

Rivers Edge Apartments

      904

    (682)

      (849)

       (627)

Foothill Place

 

 

 

 

  Apartments

    2,017

  (1,567)

       (21)

        429

Citadel Village

 

 

 

 

  Apartments

      494

    (597)

       (49)

       (152)

Village East Apartments

      491

    (598)

       (53)

       (160)

Briar Bay Apartments

       75

      --

        --

         75

 

   $8,228

 $(7,556)

   $(1,074)

      $(402)

 

 

 

 

 

 

 

 

 

 

 

Recent Accounting Pronouncements: In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, or SFAS No. 168, which is effective for financial statements issued for interim and annual periods ending after September 15, 2009.  Upon the effective date of SFAS No. 168, the FASB Accounting Standards Codification, or the FASB ASC, became the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission, or SEC, under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The FASB ASC superseded all then-existing non-SEC accounting and reporting standards and all other non-grandfathered non-SEC accounting literature not included in the FASB ASC is now non-authoritative.  Subsequent to the effective date of SFAS No. 168, the FASB will issue Accounting Standards Updates that serve to update the FASB ASC.

 

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 $7,000 and $14,543,000 at December 31, 2009 and 2008, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in a cash concentration account.

 

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

 

Restricted Escrow: In connection with the 2007 additional financing obtained on Post Ridge Apartments, the lender requires monthly deposits of approximately $3,800 to a replacement reserve account.  At December 31, 2009 and 2008, the replacement reserve account balance was approximately $8,000 and $12,000, respectively.

 

Investments in Real Estate:  Investment properties consists of three apartment complexes and are stated at cost, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  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.  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. There were no construction period expenses capitalized for the year ended December 31, 2009. During the year ended December 31, 2008, the Partnership capitalized interest of approximately $206,000, property taxes of approximately $21,000 and operating costs of approximately $6,000. Capitalized costs are depreciated over the useful life of the asset.  Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.

 

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 estimated 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. No adjustments for impairment of value were necessary for the years ending December 31, 2009 and 2008.

 

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 modified accelerated cost recovery method is used for depreciation of (1) real property additions 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 $686,000 and $591,000 for the years ended December 31, 2009 and 2008 net of accumulated amortization of approximately $232,000 and $277,000 are included in other assets at December 31, 2009 and 2008, respectively. Prior to October 1, 2009, the loan costs were amortized over the terms of the related loan agreements. As of October 1, 2009, the Partnership changed its estimate of the useful life of the loan costs to better reflect the remaining useful life of these assets. The Partnership’s term expires December 31, 2011, which is prior to the maturity of the mortgage notes payable. The General Partner unsuccessfully pursued extending the Partnership term. Therefore, the Partnership determined that the loan costs should be amortized over the remaining life of the Partnership. Prior to the change in estimate, the loan costs would have been fully amortized in 2022, the dates the mortgage notes payable mature. The effect of this change was to increase 2009 amortization expense by $44,000, increase 2009 net loss by $44,000, and increase net loss per limited partnership unit by $.12. Amortization of loan costs is included in interest expense and (loss) income from discontinued operations in the accompanying consolidated statements of operations and was approximately $93,000 and $152,000 for the years ended December 31, 2009 and 2008, respectively. Amortization expense is expected to be approximately $227,000 in 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 and (loss) income from discontinued operations.

 

Fair Value of Financial Instruments: FASB ASC Topic 825, “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 as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for long term debt) approximates their fair value due to the short term maturity of these instruments. The Partnership estimates the fair value of its long-term debt by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, long-term debt. At December 31, 2009, the fair value of the Partnership's long term debt at the Partnership's incremental borrowing rate approximated its carrying value.

 

Allocation of Net Income and Net Loss: The Partnership Agreement provides for income (losses) and distributions of distributable cash from operations to be allocated generally 96% to the Limited Partners and 4% to the General Partner. Gain on sale of investment properties is allocated among the partners in accordance with the terms of the Partnership Agreement.

 

Net (Loss) Income Per Limited Partnership Unit: Net (loss) income per Limited Partnership Unit is computed by dividing net (loss) 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: FASB ASC Topic 280-10, “Segment Reporting”, 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. FASB ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in FASB ASC Topic 280-10, the Partnership has only one reportable segment.

 

Advertising Costs: Advertising costs of approximately $157,000 and $449,000 in 2009 and 2008, respectively, are expensed as incurred and are included in operating expense and income (loss) from discontinued operations.

 

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

 

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 $409,000 and $810,000 for the years ended December 31, 2009 and 2008, respectively, which is included in operating expense and income (loss) from discontinued operations. 

 

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $249,000 and $700,000 for the years ended December 31, 2009 and 2008, respectively, which is included in general and administrative expenses, investment properties and gain on sale of discontinued operations.  The portion of these reimbursements included in investment properties and gain on sale of discontinued operations for the years ended December 31, 2009 and 2008 are construction management services provided by an affiliate of the General Partner of approximately $112,000 and $293,000, respectively. Additionally, in connection with the redevelopment project (as discussed in Note G), an affiliate of the General Partner was to receive a redevelopment supervision fee of 4% of the actual redevelopment costs incurred.  The Partnership was charged approximately $37,000 and $255,000 in redevelopment supervision fees during the years ended December 31, 2009 and 2008, respectively, which are included in investment properties.  At December 31, 2008 approximately $18,000 of accountable administrative expenses were owed and are included in due to affiliates.  No amounts were owed at December 31, 2009.

 

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the General Partner advanced the Partnership approximately $11,719,000 and $3,106,000 during the years ended December 31, 2009 and 2008, respectively. The 2009 advances were made to assist with the repayment of the mortgage and associated accrued interest encumbering 865 Bellevue Apartments, during January 2009, and operations at the three remaining investment properties. The 2008 advances were made to assist with the payment of real estate taxes and operations for several investment properties and redevelopment draws for 865 Bellevue Apartments.  During the year ended December 31, 2009, the Partnership repaid AIMCO Properties, L.P., approximately $12,245,000 which included approximately $87,000 of accrued interest. During the year ended December 31, 2008, the Partnership repaid AIMCO Properties, L.P., approximately $2,518,000 which included approximately $41,000 of accrued interest.Interest on the 2009 advance of approximately $11,125,000 was charged at 6.00%, while interest on the remaining 2009 and 2008 advances was charged at a rate of prime plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner review the market rate adjustment quarterly. The interest rates on outstanding advances during the yearendedDecember 31, 2009 ranged from 9.94% to 11.19%. Interest expense was approximately $82,000 and $47,000 for the years ended December 31, 2009 and 2008, respectively. At December 31, 2009 and 2008, the amount of outstanding loans and accrued interest owed to AIMCO Properties, L.P. was approximately $191,000 and $635,000, respectively, and is included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheets, please see its reports filed with the Securities and Exchange Commission.  Subsequent to the year ended December 31, 2009, the General Partner advanced the Partnership approximately $1,054,000 to fund operating expenses and real estate taxes at the three investment properties.

 

During 2008 the Partnership was charged approximately $368,000 of costs associated with the redevelopment of 865 Bellevue Apartments, by an affiliate of the General Partner.  During 2009 it was determined that these charges should not have been charged to or paid by the Partnership.  At December 31, 2008 a receivable of approximately $368,000 was established for the refund of these costs which had been capitalized.  This receivable was collected during the year ended December 31, 2009.  The receivable of $368,000 was included as a reduction of due to affiliates at December 31, 2008.

 

The Partnership Agreement provides for a special management fee equal to 9% of the total distributions made to the limited partners from cash flow provided by operations to be paid to the General Partner for executive and administrative management services.  During the year ended December 31, 2009, the Partnership paid approximately $93,000 for a special management fee in connection with an operating distribution made to the partners. There were no such special management fees paid or earned during the year ended December 31, 2008.

 

For acting as real estate broker in connection with the sale of South Port Apartments in 2003, the General Partner was paid a real estate commission of approximately $295,000.  When the Partnership terminates, the General Partner will have to return this commission if the limited partners do not receive their original invested capital plus a 6% per annum cumulative return.

 

The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2009 and 2008, respectively, the Partnership paid AIMCO and its affiliates approximately $185,000 and $248,000 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 237,778.5 limited partnership units (the "Units") in the Partnership representing 69.37% of the outstanding Units at December 31, 2009.  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 69.37% 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 following table sets forth certain information relating to the loans encumbering the Partnership's properties.

 

 

 

Principal

Balance At

 

 

 

 

 

 

Monthly

 

 

 

Principal

 

Payment

Interest

 

 

Balance

 

December 31,

Including

Stated

Period

Maturity

Due At

Property

2009

2008

Interest

Rate

Amortized

Date (1)

Maturity

 

(in thousands)

(in thousands)

 

 

 

(in thousands)

Arbours of

 

 

 

 

 

 

 

 Hermitage

 

 

 

 

 

 

 

  Apartments

$10,258

$10,432

$   59

5.06% (a)

30 yrs

09/15

$ 8,964

865 Bellevue

 

 

 

 

 

 

 

  Apartments

 19,184

 11,078

   120

6.34% (a)

30 yrs

03/19

 16,373

 

 

 

 

 

 

 

 

Post Ridge

 

 

 

 

 

 

 

  Apartments

 

 

 

 

 

 

 

  1st mortgage

  4,004

  4,052

    26

6.67% (a)

30 yrs

 01/22

  3,086

  2nd mortgage

  2,039

  2,067

    13

5.93% (a)

30 yrs

 01/20

  1,644

 

 

 

 

 

 

 

 

Totals

$35,485

$27,629

    $  218

 

 

 

$30,067

 

(a)Fixed rate mortgage.

 

(1)   Maturity date of the mortgage notes payable extends past the termination date of the Partnership which is December 31, 2011.

 

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 2015 and 2022 with balloon payments of approximately $8,964,000, $16,373,000, $1,644,000, and $3,086,000 due in 2015, 2019, 2020 and 2022, respectively. Various mortgages require prepayment penalties if repaid prior to maturity. Further, the properties may not be sold subject to existing indebtedness.

 

In January 2009, the Partnership received a loan of approximately $11,125,000 from AIMCO Properties, L.P. (the “Affiliate Loan”) to pay in full the previous mortgage loan encumbering 865 Bellevue Apartments, which at the time of the payoff had a principal balance of approximately $11,078,000.  The Affiliate Loan was unsecured and bore interest at 6.0%.  On February 19, 2009, the Partnership obtained a mortgage loan in the principal amount of $19,350,000 on 865 Bellevue Apartments.  The mortgage loan bears interest at a fixed rate of 6.344% per annum, and requires monthly payments of principal and interest of approximately $120,000 beginning on April 1, 2009 through the mortgage loan’s March 1, 2019 maturity date. The mortgage loan has a balloon payment of approximately $16,373,000 due at maturity. The Partnership may prepay the mortgage loan at any time with 30 days written notice to the lender subject to a prepayment penalty.  The Partnership used approximately $11,200,000 of the net proceeds received from the February 19, 2009 mortgage loan to pay in full the Affiliate Loan.  In connection with obtaining the loan, the Partnership incurred loan costs of approximately $234,000 which were capitalized as of December 31, 2009 and are included in other assets on the consolidated balance sheet.


While the Partnership termination date is December 31, 2011 scheduled principal payments of the mortgage notes payable subsequent to December 31, 2009, are as follows (in thousands):

 

2010

$   514

2011

    545

2012

    578

2013

    613

2014

    650

Thereafter

 32,585

Total

$35,485

 

Note D - Distributions

 

In conjunction with the transfer of funds from certain majority-owned sub-tier limited partnerships to the Partnership, approximately zero and $354,000 was distributed to the general partner of the majority owned sub-tier limited partnership during the years ended December 31, 2009 and 2008, respectively.

 

During 2009, the Partnership declared distributions of approximately $19,962,000 (approximately $19,163,000 to the limited partners or $55.91 per limited partnership unit) consisting of sale proceeds from the 2008 sales of Belmont Place Apartments and refinance proceeds from 865 Bellevue Apartments. Approximately $799,000 of these distributions from proceeds is payable at December 31, 2009 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 2009, the Partnership also declared an operating distribution of approximately $1,077,000 (approximately $1,033,000 to the limited partners or $3.01 per limited partnership unit).

 

During 2008, the Partnership declared distributions of approximately $29,923,000 (approximately $28,726,000 to the limited partners or $83.80 per limited partnership unit) consisting of sale proceeds from the 2008 sales of Foothill Place Apartments, Citadel Village Apartments, Village East Apartments and Rivers Edge Apartments. Approximately $1,197,000 of these distributions from proceeds is payable at both December 31, 2009 and 2008 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 2008 the Partnership distributed various amounts from the proceeds of property sales and refinancings. At both December 31, 2009 and 2008, approximately $1,896,000 of these distributions from proceeds is payable to the General Partner and Special Limited Partners as the distributions are 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)

Arbours of Hermitage

 

 

 

 

  Apartments

$10,258

$   547

$  8,574

$10,600

865 Bellevue Apartments

 19,184

    345

   7,065

 28,861

Post Ridge Apartments

  6,043

    143

   2,498

  6,030

Totals

$35,485

$ 1,035

$ 18,137

$45,491

 

 

Gross Amount At Which Carried

 

 

 

 

 

At December 31, 2009

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings

 

 

 

 

 

 

 

And

 

 

 

 

 

 

 

Related

 

 

 

 

 

 

 

Personal

 

Accumulated

Date of

Date

Depreciable

Description

Land

Property

Total

Depreciation

Construction

Acquired

Life-Years

 

 

 

 

(in thousands)

 

 

 

Arbours of Hermitage

 

 

 

 

 

 

 

  Apartments

 $  547

$ 19,174

$ 19,721

$ 14,306

1973

09/83

5-30

865 Bellevue Apartments

    345

  35,926

  36,271

  17,132

1972

07/82

5-30

Post Ridge Apartments

    143

   8,528

   8,671

   6,074

1972

07/82

5-30

 

 

 

 

 

 

 

 

Totals

$ 1,035

$ 63,628

$ 64,663

$ 37,512

 

 

 

 

Reconciliation of "Investment Properties and Accumulated Depreciation":

 

 

Years Ended December 31,

 

(in thousands)

 

2009

2008

Investment Properties

 

 

Balance at beginning of year

$ 63,434

$ 54,699

Additions

   1,848

  10,158

Property dispositions

     (619)

     (205)

Assets held for sale

      --

   (1,218)

Balance at end of year

$ 64,663

$ 63,434

 

 

 

Accumulated Depreciation

 

 

Balance at beginning of year

$ 33,761

$ 30,979

Additions charged to expense

   4,370

   4,495

Property dispositions

     (619)

     (205)

Assets held for sale

      --

   (1,508)

Balance at end of year

$ 37,512

$ 33,761

 

The aggregate cost of the real estate for Federal income tax purposes at December 31, 2009 and 2008, is approximately $68,566,000 and $67,756,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2009 and 2008, is approximately $44,998,000 and $40,524,000, respectively.

 

Note F – Sale of Investment Properties

 

On June 6, 2008, the Partnership sold Foothill Place Apartments to a third party for a gross sales price of $40,750,000. The net proceeds realized by the Partnership were approximately $40,194,000 after payment of closing costs of approximately $556,000. The Partnership used approximately $16,938,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $31,664,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $21,000 due to the write-off of unamortized loan costs. The loss on extinguishment of debt is included in income (loss) from discontinued operations. 

 

On June 20, 2008, the Partnership sold Citadel Village Apartments to a third party for a gross sales price of $6,750,000.  The net proceeds realized by the Partnership were approximately $6,676,000 after payment of closing costs of approximately $74,000. The Partnership used approximately $3,710,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $4,904,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $49,000 due to the write-off of unamortized loan costs.  The loss on extinguishment of debt is included in income (loss) from discontinued operations. 

 

On June 20, 2008, the Partnership sold Village East Apartments to a third party for a gross sales price of $6,500,000.  The net proceeds realized by the Partnership were approximately $6,429,000 after payment of closing costs of approximately $71,000. The Partnership used approximately $3,100,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $5,025,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $53,000 due to the write-off of unamortized loan costs. The loss on extinguishment of debt is included in income (loss)from discontinued operations. 

 

On September 30, 2008, the Partnership sold Rivers Edge Apartments to a third party for a gross sales price of $9,850,000.  The net proceeds realized by the Partnership were approximately $9,411,000 after payment of closing costs of approximately $439,000. The Partnership used approximately $3,077,000 of the net proceeds to repay the mortgage encumbering the property. The Partnership realized a gain on sale of discontinued operations of approximately $8,409,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $849,000 due to the write-off of unamortized loan costs and the payment of a prepayment penalty associated with the payment of the mortgage encumbering Rivers Edge Apartments of approximately $811,000.  The loss on extinguishment of debt is included in income (loss) from discontinued operations.

 

On December 31, 2008, the Partnership sold Belmont Place Apartments to a third party for a gross sales price of $35,200,000.  The net proceeds realized by the Partnership were approximately $14,326,000 after payment of closing costs of approximately $53,000, the assumption of the mortgage of approximately $18,571,000 by the purchaser and financing of approximately $2,250,000 provided by the Partnership. The Partnership realized a gain on sale of discontinued operations of approximately $6,822,000 during the year ended December 31, 2008 as a result of the sale. In addition, the Partnership recorded a loss on extinguishment of debt of approximately $102,000 due to the write-off of unamortized loan costs.  The loss on extinguishment of debt is included in income (loss) from discontinued operations. In connection with the sale of Belmont Place, the Partnership provided $2,250,000 in partial financing to the purchaser (the “Seller Loan”).  Monthly payments of interest only commenced February 1, 2009 through the Seller Loan’s November 1, 2034 maturity, which is consistent with the maturity of the senior mortgage loan encumbering Belmont Place that was assumed by the purchaser in connection with the sale.  Interest on the Seller Loan will be payable at a rate of 3.5% for the first three years and 4% each year thereafter until maturity. 

 

Note G – Redevelopment of Property

 

During August 2006 the Partnership commenced with a phased redevelopment project for 865 Bellevue Apartments. The initial phase of the redevelopment project was initially 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 consisted of modifications to the electrical wiring, replacement of HVAC and water heaters, new siding, roof replacements, windows and doors, clubhouse renovations and major landscaping. During the year ended December 31, 2007, the Partnership commenced with the second phase of the redevelopment project.  The scope of the second phase of the redevelopment project consisted of the addition of 34 garages, a gated entry, renovations to the clubhouse, pool, leasing and business center, tennis courts, new playground equipment and renovations to apartment kitchens, baths and living spaces.  The redevelopment project was completed at December 31, 2008 at a total cost of $18,139,000.  During the years ended December 31, 2006 and 2007, approximately $3,245,000 and $8,028,000, respectively, of redevelopment costs had been incurred.  During the year ended December 31, 2008 additional costs of approximately $6,866,000 were incurred. The Partnership funded the redevelopment from operations, proceeds received in connection with the sales and financings of other investment properties and advances from AIMCO Properties, L.P, an affiliate of the General Partner, although AIMCO Properties, L.P. was not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.  During the construction period, certain expenses were capitalized and are being depreciated over the remaining life of the property. During the year ended December 31, 2008, approximately $185,000 of construction period interest, $5,000 of construction period operating costs and $19,000 of construction period taxes were capitalized related to the redevelopment.

 

Note H – Casualty Events

 

In January 2007, Arbours of Hermitage Apartments suffered fire damage to eight rental units. The cost to repair the units was approximately $1,039,000. Insurance proceeds of approximately $484,000 and $545,000 were received during the years ended December 31, 2007 and 2008, respectively. The Partnership recognized casualty gains of approximately $484,000 and $545,000 during the years ended December 31, 2007 and 2008, respectively, as the damaged assets were fully depreciated at the time of the casualty. No additional insurance proceeds are expected to be received related to this casualty.

 

In December 2008, Arbours of Hermitage Apartments suffered fire damage to four rental units.  The estimated cost to repair the damaged units was approximately $195,000.  During the year ended December 31, 2009, the Partnership incurred approximately $37,500 in clean up costs, which are included in operating expense. Insurance proceeds of approximately $235,000 were received during the year ended December 31, 2009, including approximately $14,000 for lost rents which is included in rental income and approximately $26,000 for emergency expenses which is included in operating expense. The Partnership recognized a casualty gain of approximately $195,000 during the year ended December 31, 2009 as the damaged assets were fully depreciated at the time of the casualty.  No additional insurance proceeds are expected to be received related to this casualty.

 

In February 2009, Arbours of Hermitage Apartments suffered wind damage to the roof of one of its buildings.  The estimated cost to repair the damaged units was approximately $9,500.  During the year ended December 31, 2009, the Partnership incurred approximately $13,000 in clean up costs, which are included in operating expense. Insurance proceeds of approximately $9,000 were received during the year ended December 31, 2009. The Partnership recognized a casualty gain of approximately $9,000 during the year ended December 31, 2009 as the damaged assets were fully depreciated at the time of the casualty.  No additional insurance proceeds are expected to be received related to this casualty.

 

In November 2009, Arbours of Hermitage Apartments suffered fire damage to several of its buildings. The estimated cost to repair the damaged buildings is approximately $1,165,000, including approximately $50,000 of clean up costs. The Partnership anticipates recognizing a casualty gain during the first quarter of 2010 as the damaged assets were fully depreciated at the time of the casualty. Subsequent to December 31, 2009, insurance proceeds of approximately $812,000 were received related to this casualty.

 

Note I - Income Taxes

 

The Partnership is classified as a partnership for Federal income tax purposes.  Accordingly, no provision for Federal 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 (loss) income as reported in the consolidated financial statements and Federal taxable income allocated to the partners in the Partnership's information return for the years ended December 31, 2009 and 2008 (in thousands, except per unit data):

 

 

    2009

2008

 

 

 

Net (loss) income as reported

 $(3,502)

 $54,601

(Deduct) add:

 

 

Deferred revenue and other

 

 

  liabilities

       6

    (136)

Depreciation differences

    (104)

  (1,525)

Accrued expenses

     (24)

     (31)

Other

    (243)

    (197)

Gain on casualty/disposition

    (204)

    (583)

Gain/loss on sale of property

      --

    (455)

 

  

  

Federal taxable (loss) income

 $(4,071)

 $51,674

Federal taxable (loss) income per

 

 

Limited Partnership unit

 $(11.40)

 $144.72 (1)

 

(1)   For 2008, the Federal taxable income per Limited Partnership Unit reflects allocation of the gain on sale of property in accordance with the partnership agreement.

 

The following is a reconciliation between the Partnership's reported amounts and Federal tax basis of net (liabilities) assets for the years ended December 31, 2009 and 2008 (in thousands):

 

 

2009

2008

Net (liabilities) assets as reported

 $(11,308)

 $ 13,233

Land and buildings

    3,903

    4,582

Accumulated depreciation

   (7,486)

   (6,763)

Syndication fees

   18,871

   18,871

Other

    7,439

    5,807

Net assets - Federal tax basis

 $ 11,419

 $ 35,730

 

Note J – Note Receivable

 

In connection with the sale of Belmont Place Apartments in December 2008, the Partnership provided partial financing of $2,250,000 to the purchaser.  Monthly payments of interest only commenced February 1, 2009 and will continue through November 1, 2034, which is consistent with the maturity of the senior mortgage loan on Belmont Place Apartments that was assumed by the purchaser in connection with the sale. The entire principal balance of the note is due at maturity.  Interest on the note will be payable at a rate of 3.5% for the first three years and 4% each year thereafter until maturity.  At the date of the sale the fair value of the note receivable was approximately $1,512,000 and accordingly the Partnership recorded a discount of approximately $738,000 which was calculated using a rate of 6.5% which will be amortized over the term of the note.

 

Future annual interest payments to be collected and annual discount amortization subsequent to December 31, 2009 are as follows (in thousands):

 

 

Annual

Interest

Annual

Discount

Total

Interest Income

2010

   $     79

   $     22

   $    101

2011

         79

         23

        102

2012

         89

         14

        103

2013

         90

         14

        104

2014

         90

         15

        105

Thereafter

      1,792

        631

      2,423

Total

   $  2,219

    $   719

   $  2,938

 

Note K - Contingencies

 

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”).  The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”).  In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel.  As a result, the lawsuits asserted in the 22 Federal courts have been dismissed.  During the fourth quarter of 2008, the Partnership paid approximately $37,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties.  At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. After these arbitrations have been completed, the parties will revisit settling the on-call claims. The first two arbitrations took place in December 2009 and the Defendants received a defense verdict against the first two claimants, and plaintiffs dismissed the claims of the next two claimants. The remaining two arbitrations will take place in April 2010. The General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

 

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, including lead-based paint. 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. During the year ended December 31, 2009, the Partnership incurred approximately $732,000 related to mold removal in connection with repairs to apartment units at the Partnership’s three remaining investment properties. As of December 31, 2008, the Partnership had incurred approximately $1,559,000 related to the mold removal in connection with repairs to the same three apartment properties. The Partnership may incur future expenses related to mold removal in some of its apartment units in connection with other repairs or renovations. The Partnership cannot estimate the amount, if any, of these future costs. 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.

 


Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9a(T). 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 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. 

 

Management’s Report on Internal Control Over Financial Reporting

 

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

 

·         pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

 

·         provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

 

·         provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2009.  In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 

Based on their assessment, the Partnership’s management concluded that, as of December 31, 2009, the Partnership’s internal control over financial reporting is effective.

 

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to the attestation by the Partnership’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

 

(b)   Changes in Internal Control Over Financial Reporting

 

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2009 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

 

Item 9b.    Other Information

 

None.

 

 


PART III

 

Item 10.    Directors, Executive Officers and Corporate Governance

 

Consolidated Capital Properties IV, LP (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 and ages of, as well as the positions and offices held by, the present directors and officers of the General Partner are set forth below. There are no family relationships between or among any officers or directors.

 

Name

Age

Position

 

 

 

Steven D. Cordes

38

Director and Senior Vice President

John Bezzant

47

Director and Senior Vice President

Timothy J. Beaudin

51

President and Chief Operating Officer

Ernest M. Freedman

39

Executive Vice President and Chief Financial Officer

Lisa R. Cohn

41

Executive Vice President, General Counsel and Secretary

Paul Beldin

36

Senior Vice President and Chief Accounting Officer

Stephen B. Waters

48

Senior Director of Partnership Accounting

 

Steven D. Cordes was appointed as a Director of the General Partner effective March 2, 2009.  Mr. Cordes has been a Senior Vice President of the General Partner and AIMCO since May 2007.  Mr. Cordes joined AIMCO in 2001 as a Vice President of Capital Markets with responsibility for AIMCO’s joint ventures and equity capital markets activity.  Prior to joining AIMCO, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers.  Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership.  Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

 

John Bezzant was appointed as a Director of the General Partner effective December 16, 2009.  Mr. Bezzant has been a Senior Vice President of the General Partner and AIMCO since joining AIMCO in June 2006.   Prior to joining AIMCO, from 2005 to June 2006, Mr. Bezzant was a First Vice President at Prologis, a Denver, Colorado-based real estate investment trust, and from 1986 to 2005, Mr. Bezzant served as Vice President, Asset Management at Catellus Development Corporation, a San Francisco, California-based real estate investment trust.  Mr. Bezzant brings particular expertise to the Board in the areas of real estate finance, property operations, sales and development.

 

Timothy J. Beaudin was appointed President and Chief Operating Officer of AIMCO and the General Partner in February 2009.  He joined AIMCO and the General Partner as Executive Vice President and Chief Development Officer in October 2005 and was appointed Executive Vice President and Chief Property Operating Officer of the General Partner and AIMCO in October 2008.  Mr. Beaudin oversees conventional and affordable property operations, transactions, asset management, and redevelopment and construction services for AIMCO and the General Partner.  Prior to joining AIMCO and beginning in 1995, Mr. Beaudin was with Catellus Development Corporation.  During his last five years at Catellus, Mr. Beaudin served as Executive Vice President, with management responsibility for development, construction and asset management.

 

Ernest M. Freedman was appointed Executive Vice President and Chief Financial Officer of the General Partner and AIMCO in November 2009.   Mr. Freedman joined AIMCO in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas.  Prior to joining AIMCO, from 2004 to 2007, Mr. Freedman served as chief financial officer of HEI Hotels and Resorts.

 

Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the General Partner and AIMCO in December 2007.  From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO.  Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel.  Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

 

Paul Beldin joined AIMCO in May 2008 and has served as Senior Vice President and Chief Accounting Officer of AIMCO and the General Partner since that time.  Prior to joining AIMCO, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation.  Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

 

Stephen B. Waters was appointed Senior Director of Partnership Accounting of AIMCO and the General Partner in June 2009.  Mr. Waters has responsibility for partnership accounting with AIMCO and serves as the principal financial officer of the General Partner.  Mr. Waters joined AIMCO as a Director of Real Estate Accounting in September 1999 and was appointed Vice President of the General Partner and AIMCO in April 2004.  Prior to joining AIMCO, Mr. Waters was a senior manager at Ernst & Young LLP.

 

The Registrant is not aware of the involvement in any legal proceedings with respect to the directors and executive officers listed in this Item 10.

 

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 Steven D. Cordes meets the requirement of an "audit committee financial expert".

 

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

 


Item 11.    Executive Compensation

 

Neither the directors nor officers of the General Partner received any remuneration from the Partnership during the year ended December 31, 2009.

 

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

(a)   Security Ownership of Certain Beneficial Owners

 

Except as provided below, as of December 31, 2009, 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

19.56%

  (an affiliate of AIMCO)

 

 

IPLP Acquisition I, LLC

 29,612.5

 8.64%

  (an affiliate of AIMCO)

 

 

AIMCO Properties, L.P.

141,132.5

41.17%

  (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  29601.

 

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, 2009, 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

AIMCO/IPT, Inc

100,000

100%

4582 S. Ulster St.Parkway, Suite 1100,

Denver, Colorado 80237

 

 

 

As of December 31, 2009, AIMCO owns 100% of the outstanding common shares of beneficial interest of AIMCO/IPT, Inc.

 

Item 13.    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 $409,000 and $810,000 for the years ended December 31, 2009 and 2008, respectively, which is included in operating expense and income (loss) from discontinued operations. 

 

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $249,000 and $700,000 for the years ended December 31, 2009 and 2008, respectively, which is included in general and administrative expenses, investment properties and gain on sale of investment properties.  The portion of these reimbursements included in investment properties and gain on sale of investment properties for the years ended December 31, 2009 and 2008 are construction management services provided by an affiliate of the General Partner of approximately $112,000 and $293,000, respectively. Additionally, in connection with the redevelopment project at 865 Bellevue Apartments, an affiliate of the General Partner was to receive a redevelopment supervision fee of 4% of the actual redevelopment costs incurred.  The Partnership was charged approximately $37,000 and $255,000 in redevelopment supervision fees during the years ended December 31, 2009 and 2008, respectively, which are included in investment properties.  At December 31, 2008 approximately $18,000 of accountable administrative expenses were owed and are included in due to affiliates.  No amounts were owed at December 31, 2009.

 

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the General Partner advanced the Partnership approximately $11,719,000 and $3,106,000 during the years ended December 31, 2009 and 2008, respectively. The 2009 advances were made to assist with the repayment of the mortgage and associated accrued interest encumbering 865 Bellevue Apartments, during January 2009, and operations at the three remaining investment properties. The 2008 advances were made to assist with the payment of real estate taxes and operations for several investment properties and redevelopment draws for 865 Bellevue Apartments.  During the year ended December 31, 2009, the Partnership repaid AIMCO Properties, L.P., approximately $12,245,000 which included approximately $87,000 of accrued interest. During the year ended December 31, 2008, the Partnership repaid AIMCO Properties, L.P., approximately $2,518,000 which included approximately $41,000 of accrued interest.Interest on the 2009 advance of approximately $11,125,000 was charged at 6.00%, while interest on the remaining 2009 and 2008 advances was charged at a rate of prime plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner review the market rate adjustment quarterly. The interest rates on outstanding advances during the yearendedDecember 31, 2009 ranged from 9.94% to 11.19%. Interest expense was approximately $82,000 and $47,000 for the years ended December 31, 2009 and 2008, respectively. At December 31, 2009 and 2008, the amount of outstanding loans and accrued interest owed to AIMCO Properties, L.P. was approximately $191,000 and $635,000, respectively, and is included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheets, please see its reports filed with the Securities and Exchange Commission.  Subsequent to the year ended December 31, 2009, the General Partner advanced the Partnership approximately $1,054,000 to fund operating expenses and real estate taxes at the three investment properties.

 

During 2008 the Partnership was charged approximately $368,000 of costs associated with the redevelopment of 865 Bellevue Apartments, by an affiliate of the General Partner.  During 2009 it was determined that these charges should not have been charged to or paid by the Partnership.  At December 31, 2008 a receivable of approximately $368,000 was established for the refund of these costs which had been capitalized.  This receivable was collected during the year ended December 31, 2009.  The receivable of $368,000 was included as a reduction of due to affiliates at December 31, 2008.

 

The Partnership Agreement provides for a special management fee equal to 9% of the total distributions made to the limited partners from cash flow provided by operations to be paid to the General Partner for executive and administrative management services.  During the year ended December 31, 2009, the Partnership paid approximately $93,000 for a special management fee in connection with an operating distribution made to the partners. There were no such special management fees paid or earned during the year ended December 31, 2008.

 

For acting as real estate broker in connection with the sale of South Port Apartments in 2003, the General Partner was paid a real estate commission of approximately $295,000.  When the Partnership terminates, the General Partner will have to return this commission if the limited partners do not receive their original invested capital plus a 6% per annum cumulative return.

 

The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2009 and 2008, respectively, the Partnership paid AIMCO and its affiliates approximately $185,000 and $248,000 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 237,778.5 limited partnership units (the "Units") in the Partnership representing 69.37% of the outstanding Units at December 31, 2009.  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 69.37% 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 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 2010.  The aggregate fees billed for services rendered by Ernst & Young LLP for 2009 and 2008 are described below.

 

Audit Fees.  Fees for audit services totaled approximately $56,000 and $132,000 for 2009 and 2008, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.

 

Tax Fees.  Fees for tax services totaled approximately $29,000 and $56,000 for 2009 and 2008, respectively.


PART IV

 

Item 15.    Exhibits, Financial Statement Schedules

 

(a)   The following consolidated financial statements of the Registrant are included in Item 8:

 

Consolidated Balance Sheets at December 31, 2009 and 2008.

 

Consolidated Statements of Operations for the years ended December 31, 2009 and 2008.

 

Consolidated Statements of Changes in Partners' (Deficiency) Capital for the years ended December 31, 2009 and 2008.

 

Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008.

 

Notes to Consolidated Financial Statements.

 

Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

 

(b)   Exhibits:

 

See Exhibit Index

 

See Exhibit Index.

 

The agreements included as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

 

  • should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

  • have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

  • may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

 

  • were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 


SIGNATURES

 

 

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

CONSOLIDATED CAPITAL PROPERTIES IV, LP

 

 

 

By:   ConCap Equities, Inc.

 

      General Partner

 

 

 

By:   /s/Steven D. Cordes

 

      Steven D. Cordes

 

      Senior Vice President

 

 

 

By:   /s/Stephen B. Waters

 

      Stephen B. Waters

 

      Senior Director of Partnership Accounting

 

 

 

Date: April 9, 2010

 

Pursuant to the requirements of the Securities Exchange Act of 1934, 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/John Bezzant

Director and Senior Vice

Date: April 9, 2010

John Bezzant

President

 

 

 

 

/s/Steven D. Cordes

Director and Senior

Date: April 9, 2010

Steven D. Cordes

Vice President

 

 

 

 

/s/Stephen B. Waters

Senior Director of Partnership

Date: April 9, 2010

Stephen B. Waters

Accounting

 


CONSOLIDATED CAPITAL PROPERTIES IV, LP

 

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).

 

3.2         Eight Amendment to the Limited Partnership Agreement of Consolidated Capital Properties IV, LP dated March 18, 2008. (Incorporated by reference to the Current Report on Form 10-Q dated November 14, 2008).

 

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).

 

10.129      Multifamily Note between Capmark Bank and Post Ridge Associates, Ltd., Limited Partnership, a Tennessee limited partnership, dated August 31, 2007. (Incorporated by reference to Current Report on Form 8-K dated August 31, 2007.)

 

10.130      Amended and Restated Multifamily Note (Recast Transaction) between Federal Home Loan Mortgage Corporation and Post Ridge Associates, Ltd., Limited Partnership, a Tennessee limited partnership, dated August 31, 2007. (Incorporated by reference to Current Report on Form 8-K dated August 31, 2007.)

 

10.137      Purchase and Sale Contract between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership, and the affiliated Selling Partnerships and Jackson Square Properties, LLC, a California limited liability company, dated March 10, 2008. (Incorporated by reference to Current Report on Form 8-K dated March 14, 2008)

 

10.138      Purchase and Sale Contract between CCP IV Associates, Ltd., a Texas limited partnership and the affiliated Selling Partnerships, and Hamilton Zanze and Company, a California corporation, dated April 2, 2008. (Citadel Village and Village East) (Incorporated by reference to Current Report on Form 8-K dated April 2, 2008).

 

10.139      Purchase and Sale Contract between ConCap River’s Edge Associates, Ltd., a Texas limited partnership and Hamilton Zanze and Company, a California corporation, dated August 18, 2008. (Incorporated by reference to Current Report on Form 8-K dated August 18, 2008)

 

10.140      Agreement for Purchase and Sale and Joint Escrow Instructions between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership, and affiliated Selling Partnership and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated September 29, 2008. (Incorporated by reference to Current Report on Form 8-K dated September 29, 2008)

 

10.141      First Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership, and affiliated Selling Partnership and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 2, 2008. (Incorporated by reference to Current Report on Form 8-K dated September 29, 2008)

 

10.142      First Amendment to Purchase and Sale Contract between ConCap River’s Edge Associates, Ltd., a Texas limited partnership, and Hamilton Zanze and Company, a California corporation, dated September 15, 2008. (Incorporated by reference to Current Report on Form 8-K dated September 30, 2008)

 

10.143      Second Amendment to Purchase and Sale Contract between ConCap River’s Edge Associates, Ltd., a Texas limited partnership, and Hamilton Zanze and Company, a California corporation, dated September 25, 2008. (Incorporated by reference to Current Report on Form 8-K dated September 30, 2008)

 

10.144      Third Amendment to Purchase and Sale Contract between ConCap River’s Edge Associates, Ltd., a Texas limited partnership, and Hamilton Zanze and Company, a California corporation, dated September 26, 2008. (Incorporated by reference to Current Report on Form 8-K dated September 30, 2008)

 

10.145      Second Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership, and affiliated Selling Partnership and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 6, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated October 21, 2008.)

 

10.146      Third Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between Foothill Chimney Associates Limited Partnership, a Georgia limited partnership, and affiliated Selling Partnership and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated October 21, 2008. (Incorporated by reference to the Registrant's Current Report on Form 8-K dated October 21, 2008.)

 

10.147                        Fourth Amendment to Agreement for Purchase and Saleand Joint Escrow Instructions between Foothill Chimney Associates Limited Partnership, a Georgia Limited Partnership, and affiliated Selling Partnership and JRK Property Holdings, Inc., a California corporation and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated December 16, 2008.  (Incorporated by reference to Current Report on Form 8-K dated December 19, 2008)

 

10.148                        Promissory Note between Foothill Chimney Limited Partnership, a Georgia limited partnership, and Belmont Place Apartments, LLC, a Delawarelimited liability company, dated December 31, 2008.  (Incorporated by reference to Current Report on Form 8-K dated December 31, 2008)

 

10.149                        Multifamily Note between Keycorp Real Estate Capital Markets, Inc., an Ohiocorporation and CCP IV Knollwood, LLC, a Delaware limited liability company, dated February 19, 2009.  (Incorporated by reference to Current Report on Form 8-K dated February 19, 2009)

 

10.150                        Multifamily Deed of Trust, Assignment of Rents and Security Agreement between Keycorp Real Estate Capital Markets, Inc., an Ohiocorporation and CCP IV Knollwood, LLC, a Delaware limited liability company, dated February 19, 2009.  (Incorporated by reference to Current Report on Form 8-K dated February 19, 2009)

 

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.