SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1998
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-11699
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BALCOR PENSION INVESTORS-IV
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(Exact name of registrant as specified in its charter)
Illinois 36-3202727
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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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
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BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 1998 and December 31, 1997
(UNAUDITED)
ASSETS
1998 1997
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Cash and cash equivalents $ 2,501,327 $ 13,969,707
Cash and cash equivalents - Early
Investment Incentive Fund 3,933,344 2,713,854
Accounts and accrued interest receivable 88,224 93,696
Prepaid expenses 1,715
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6,524,610 16,777,257
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Real estate held for sale (net of allowance
of $1,491,800 in 1997) 703,026
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$ 6,524,610 $ 17,480,283
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LIABILITIES AND PARTNERS' CAPITAL
Accounts and accrued real estate taxes
payable $ 49,433 $ 84,991
Due to affiliates 58,136 51,372
Mortgage note payable 768,601
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Total liabilities 107,569 904,964
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Commitments and contingencies
Limited Partners' capital (429,606
Interests issued and outstanding) 15,949,121 26,009,849
Less Interests held by Early Investment
Incentive Fund (41,330 in 1998 and 1997) (9,264,478) (9,264,478)
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6,684,643 16,745,371
General Partner's deficit (267,602) (170,052)
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Total partners' capital 6,417,041 16,575,319
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$ 6,524,610 $ 17,480,283
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1998 and 1997
(UNAUDITED)
1998 1997
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Income:
Interest on short-term investments $ 111,329 $ 193,620
Income (loss) from operations of real
estate held for sale 29,331 (86,415)
Other income 90,693
Recovery of loss on real estate held
for sale 285,231
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Total income 516,584 107,205
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Expenses:
Participation in loss of joint venture
with affiliates 81,930
Administrative 125,252 181,981
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Total expenses 125,252 263,911
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Net income (loss) $ 391,332 $ (156,706)
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Net income allocated to General
Partner $ 131,572 None
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Net income (loss) allocated to Limited
Partners $ 259,760 $ (156,706)
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Net income (loss) per average number of
Limited Partnership Interests outstanding
(388,276 in 1998 and 1997) - Basic
and Diluted $ 0.67 $ (0.40)
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Distribution to General Partner $ 229,122 $ 35,801
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Settlement Distribution to Limited Partners None $ 16,056
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Distribution to Limited Partners $ 10,320,488 $ 19,414,009
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Distribution per Limited Partnership
Interest $ 26.58 $ 50.00
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1998 and 1997
(UNAUDITED)
1998 1997
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Operating activities:
Net income (loss) $ 391,332 $ (156,706)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Recovery of loss on real estate owned (285,231)
Participation in loss of joint
venture with affiliates 81,930
Net change in:
Accounts and accrued interest
receivable 5,472 726,115
Prepaid expenses (1,715) 23,829
Accounts and accrued real estate
taxes payable (35,558) (375,884)
Due to affiliates 6,764 (8,106)
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Net cash provided by operating activities 81,064 291,178
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Investing activities:
Capital contribution to joint venture
with affiliates (81,930)
Proceeds from lease termination 1,000,000
Proceeds from sale of real estate 25,000
Costs incurred in connection with
disposition of real estate (36,743)
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Net cash provided by or (used in)
investing activities 988,257 (81,930)
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Financing activities:
Distribution to Limited Partners (10,320,488) (19,430,065)
Distribution to General Partner (229,122) (35,801)
Contribution by General Partner 35,801
Change in cash and cash equivalents -
Early Investment Incentive Fund (1,219,490) (2,094,737)
Principal payments on mortgage notes
payable (5,166) (69,730)
Repayment of mortgage note payable (763,435)
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Net cash used in financing activities (12,537,701) (21,594,532)
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Net change in cash and cash equivalents (11,468,380) (21,385,284)
Cash and cash equivalents at beginning
of year 13,969,707 29,204,900
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Cash and cash equivalents at end of period $ 2,501,327 $ 7,819,616
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) For financial statement purposes, the capital accounts of the General
Partner and Limited Partners have been adjusted to appropriately reflect their
remaining economic interests as provided for in the Partnership Agreement.
(b) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the quarter
ended March 31, 1998 and all such adjustments are of a normal and recurring
nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1997, the Partnership sold the Glendale Fashion Center and
the lender on North Kent Mall acquired the mall portion of the property
pursuant to a deed in lieu of foreclosure; however, the Partnership continued
to own its remaining real estate investment, an outlot at the property (the
"North Kent Outlot"), which was sold in March 1998. The Partnership has
retained a portion of the cash from the property sales to satisfy the
obligations of the Partnership as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuit discussed in Note 7 of Notes to the
Financial Statements. In the absence of any such contingency, the reserves will
be paid within twelve months of the last property being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
3. Interest Expense:
During the quarters ended March 31, 1998 and 1997, the Partnership incurred
interest expense on mortgage notes payable of $19,143 and $101,847 and paid
interest expense of $19,143 and $102,443, respectively.
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
quarter ended March 31, 1998 are:
Paid Payable
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Reimbursement of expenses to
the General Partner, at cost $22,805 $58,136
5. Sale of Real Estate:
In March 1998, the Partnership sold the North Kent Outlot in an all cash sale
for $25,000. In addition, the Partnership received $1,000,000 in March 1998
pursuant to a lease termination agreement between the Partnership and the
lessee of the theater located on the property. From the proceeds received, the
Partnership paid $763,435 to the third party mortgage holder in full
satisfaction of the first mortgage loan and paid $36,743 in selling costs. The
basis of the property was $703,026, which is net of an allowance of $1,491,800.
For financial statement purposes, the Partnership recognized no gain or loss on
the sale of this property. However, the Partnership recognized a recovery of
loss on real estate of $285,231 and wrote off $1,206,569 against the previously
established loss allowance related to this property.
6. Other Income:
In January 1998, the Partnership recognized other income in connection with a
refund of 1996 real estate taxes related to the North Kent Mall.
7. Contingency:
The Partnership is currently involved in a lawsuit whereby the Partnership, the
General Partner and certain third parties have been named as defendants seeking
damages relating to tender offers to purchase interests in the Partnership and
nine affiliated partnerships initiated by the third party defendants in 1996.
The defendants continue to vigorously contest this action. The action has been
dismissed with prejudice and plaintiffs have filed an appeal, which is pending.
It is not determinable at this time whether or not an unfavorable decision in
this action would have a material adverse impact on the financial position,
operations or liquidity of the Partnership. The Partnership believes it has
meritorious defenses to contest the claims.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors-IV (the "Partnership") is a limited partnership formed
in 1982 to invest in wrap-around mortgage loans and, to a lesser extent, make
other junior mortgage loans and first mortgage loans. The Partnership raised
$214,803,000 through the sale of Limited Partnership Interests and utilized
these proceeds to fund thirty-eight loans and subsequently funded four
additional loans and acquired fourteen properties through foreclosure. Prior
to 1998, the Partnership had disposed of all of these investments with the
exception of an outlot at the North Kent Mall (the "North Kent Outlot"), which
was sold in March 1998.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1997 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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In 1998, the Partnership recognized a recovery of a loss related to the sale of
the North Kent Outlot. In addition, the Partnership recognized income from
operations of real estate held for sale as compared to a loss for the same
period in 1997 primarily due to the 1997 sale of the Glendale Fashion Center,
which was generating a loss from operations prior to the sale. As a result, the
Partnership recognized net income during the quarter ended March 31, 1998 as
compared to a net loss for the same period in 1997. Further discussion of the
Partnership's operations is summarized below.
1998 Compared to 1997
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Discussions of fluctuations between 1998 and 1997 refer to the quarters ended
March 31, 1998 and 1997.
Higher average cash balances were available for investment during 1997 due to
the proceeds received by the Partnership from property sales during the latter
part of 1996 prior to distribution to Partners in January 1997. This was the
primary reason interest income on short-term investments decreased during 1998
as compared to 1997.
Operations of real estate held for sale represent the net operations of those
properties acquired by the Partnership through foreclosure. During 1997, the
Partnership sold the Glendale Fashion Center. In addition, in 1997, the lender
on North Kent Mall acquired the property (with the exception of the North Kent
Outlot) pursuant to a deed in lieu of foreclosure. The loss generated by
Glendale Fashion Center prior to its sale was partially offset by the income
generated by North Kent Mall prior to the foreclosure. In March 1998, the
Partnership sold the North Kent Outlot which was generating income prior to the
sale. As a result, the Partnership recognized income from operations of real
estate held for sale during 1998 as compared to a loss in 1997.
In January 1998, the Partnership recognized other income in connection with a
refund of 1996 real estate taxes related to the North Kent Mall.
Provisions were charged to income when the General Partner believed an
impairment has occurred to the value of its properties or in a borrower's
ability to repay a loan or in the value of the collateral property.
Determinations of fair value were made periodically on the basis of assessments
of property operations and the property's estimated sales price less closing
costs. Determinations of fair value represent estimations based on many
variables which affect the value of real estate, including economic and
demographic conditions. The Partnership did not recognize any provisions for
potential losses for its real estate held for sale during 1998 and 1997. The
Partnership recognized a recovery of $285,231 and wrote off allowances of
$1,206,569 in connection with the sale of the North Kent Outlot in 1998.
Participation in loss of joint venture with affiliates represents the
Partnership's 15.37% share of the operations from the Perimeter 400 Center
Office Building. In December 1996, the joint venture sold the property. During
1997, the Partnership paid its share of additional expenses related to the
property.
During February 1997, the General Partner made a payment relating to the
settlement of certain litigation to original investors who previously sold
their Interests in the Partnership, which was recorded as an administrative
expense. In addition, the Partnership incurred higher printing, postage and
investor processing costs in connection with its response to a January 1997
tender offer. As a result, administrative expenses decreased during 1998 as
compared to 1997.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $11,468,000 as
of March 31, 1998 when compared to December 31, 1997 primarily due to the
payment of a distribution to Partners in January 1998 primarily from proceeds
received in connection with the sale of the Glendale Fashion Center. Cash
received from operating activities of approximately $81,000 consisted of
interest income earned on short-term investments, a refund received in
connection with North Kent Mall 1996 real estate taxes and cash flow generated
by the North Kent Outlot prior to its sale in March 1998, net of the payment of
administrative expenses. Cash received from investing activities consisted of
net proceeds of approximately $988,000 from the sale of the North Kent Outlot
and the related lease termination. Cash used in financing activities consisted
of the payment of a distribution to Partners of approximately $10,550,000, an
increase in restricted cash and cash equivalents in the Early Investment
Incentive Fund of approximately $1,219,000 due to the discontinuance of the
repurchase of Interests from Limited Partners in February 1997, the repayment
of the mortgage note payable of approximately $763,000 and principal payments
on the mortgage note payable of approximately $5,000.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1997, the Partnership sold the Glendale Fashion Center and
the lender on North Kent Mall acquired the mall portion of the property
pursuant to a deed in lieu of foreclosure; however, the Partnership continued
to own its remaining real estate investment, an outlot at the property (the
"North Kent Outlot"), which was sold in March 1998. The Partnership has
retained a portion of the cash from the property sales to satisfy obligations
of the Partnership as well as establish a reserve for contingencies. The timing
of the termination of the Partnership and final distribution of cash will
depend upon the nature and extent of liabilities and contingencies which exist
or may arise. Such contingencies may include legal and other fees and costs
stemming from litigation involving the Partnership including, but not limited
to, the lawsuit discussed in Note 7 of Notes to the Financial Statements. In
the absence of any such contingency, the reserves will be paid within twelve
months of the last property being sold. In the event a contingency continues to
exist or arises, reserves may be held by the Partnership for a longer period of
time.
In March 1998, the Partnership sold the North Kent Outlot in an all cash sale
for $25,000. As part of the transaction, the Partnership received $1,000,000 in
March 1998 pursuant to a lease termination agreement between the Partnership
and the lessee of the theater located on the property. From the proceeds
received, the Partnership paid $763,435 to the third party mortgage holder in
full satisfaction of the first mortgage loan and paid $36,743 in selling costs.
See Note 5 of Notes to the Financial Statements for additional information.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners. As of March 31, 1998, there were 41,330 Interests and cash of
$3,933,344 in the Early Investment Incentive Fund.
To date, Limited Partners have received cash distributions totaling $672.56 per
$500 Interest. Of this amount, $337.25 represents Cash Flow from operations and
$335.31 represents a return of Original Capital. No additional distributions
are anticipated to be made prior to the termination of the Partnership.
However, after paying final partnership expenses, any remaining cash reserves
will be distributed.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
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(a)(3) Exhibits:
(4) Form of Confirmation regarding Interests in the Registrant set forth as
Exhibit 4 to the Registrant's Report on Form 10-Q for the quarter ended June
30, 1992 (Commission File No. 0-11699) is incorporated herein by reference.
(10) Material Contracts:
(a) Agreement of Sale and attachment thereto relating to the sale of Regency
Club Apartments, Evansville, Indiana, previously filed as Exhibit (2) to the
Partnership's Current Report on Form 8-K dated August 13, 1996, are
incorporated herein by reference.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of Pelican
Pointe Apartments, Pompano Beach, Florida, previously filed as Exhibit (2) to
the Partnership's Current Report on Form 8-K dated August 29, 1996, are
incorporated herein by reference.
(b)(ii) First Amendment dated September 30, 1996 to Agreement of Sale relating
to the sale of Pelican Pointe Apartments, Pompano Beach, Florida, previously
filed as Exhibit (99)(b) to the Partnership's Current Report on Form 8-K dated
September 16, 1996, is incorporated herein by reference.
(c)(i) Agreement of Sale dated October 10, 1996 and attachment thereto relating
to the sale of Glendale Fashion Center, Glendale, California previously filed
as Exhibit (2) to the Partnership's Current Report on Form 8-K dated September
16, 1996, are incorporated herein by reference.
(c)(ii) First Amendment to Agreement of Purchase and Sale dated November 8,
1996 relating to the sale of Glendale Fashion Center, Glendale, California
previously filed as Exhibit (10)(c)(ii) to the Partnership's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1996, is incorporated herein
by reference.
(c)(iii) Second Amendment to Agreement of Purchase and Sale relating to the
sale of Glendale Fashion Center, Glendale, California, previously filed as
Exhibit (10)(c)(iii) to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1996, is incorporated herein by reference.
(c)(iv) Third Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(iv) to the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1996, is incorporated herein by reference.
(c)(v) Fourth Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(v) to the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1996, is incorporated herein by reference.
(c)(vi) Fifth Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(vi) to the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1996, is incorporated herein by reference.
(c)(vii) Sixth Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(vii) to the Partnership's Annual Report on Form 10-K for the year ended
December 31, 1996, is incorporated herein by reference.
(c)(viii) Seventh Amendment to Agreement of Purchase and Sale relating to the
sale of Glendale Fashion Center, Glendale, California, previously filed as
Exhibit (10)(c)(viii) to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1996, is incorporated herein by reference.
(c)(ix) Eighth Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(ix) to the Partnership's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, is incorporated herein by reference.
(c)(x) Extension Letter dated April 25, 1997 relating to the sale of Glendale
Fashion Center, Glendale, California, previously filed as Exhibit (10)(c)(x) to
the Partnership's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, is incorporated herein by reference.
(c)(xi) Ninth Amendment to Agreement of Purchase and Sale relating to the sale
of Glendale Fashion Square, Glendale, California, previously filed as Exhibit
(10)(c)(xi) to the Partnership's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997, is incorporated herein by reference.
(c)(xii) Extension Letter dated July 24, 1997 relating to the sale of Glendale
Fashion Center, Glendale, California, previously filed as Exhibit (10)(c)(xii)
to the Partnership's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997, is incorporated herein by reference.
(c)(xiii) Tenth Amendment to Agreement of Purchase and Sale relating to the
sale of Glendale Fashion Center, Glendale, California, previously filed as
Exhibit (99)(a) to the Partnership's Current Report on Form 8-K dated September
18, 1997, is incorporated herein by reference.
(c)(xiv) Extension Letter dated August 27, 1997 relating to the sale of
Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(99)(b) to the Partnership's Current Report on Form 8-K dated September 18,
1997, is incorporated herein by reference.
(c)(xv) Extension Letter dated September 23, 1997 relating to the sale of
Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(99)(c) to the Partnership's Current Report on Form 8-K dated September 18,
1997, is incorporated herein by reference.
(c)(xvi) Extension Letter dated October 22, 1997 relating to the sale of
Glendale Fashion Center, Glendale, California, previously filed as Exhibit
(10)(c)(xvi) to the Partnership's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, is incorporated herein by reference.
(c)(xvii) Eleventh Amendment to Agreement of Purchase and Sale relating to the
sale of Glendale Fashion Center, Glendale, California, previously filed as
Exhibit (10(c)(xvii) to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1997, is incorporated herein by reference.
(c)(xviii) Twelfth Amendment to Agreement of Purchase and Sale relating to the
sale of Glendale Fashion Center, Glendale, California, previously filed as
Exhibit (10(c)(xviii) to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1997, is incorporated herein by reference.
(d) Agreement of Sale and attachment thereto relating to the sale of Perimeter
400 Center, Fulton County, Georgia, previously filed as Exhibit (2) to the
Partnership's Current Report on Form 8-K dated December 2, 1996, is
incorporated herein by reference.
(e)(i) Agreement of Sale and attachment thereto dated January 21, 1998 relating
to the sale of the North Kent Outlot, Grand Rapids, Michigan, previously filed
as Exhibit (10(e)(i) to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1997, is incorporated herein by reference.
(e)(ii) Termination Agreement relating the sale of the North Kent Outlot, Grand
Rapids, Michigan, previously filed as Exhibit (10(e)(ii) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1997, is
incorporated herein by reference.
(e)(iii) Agreement of Sale and attachment thereto dated February 27, 1998
relating to the sale of the North Kent Outlot, Grand Rapids, Michigan,
previously filed as Exhibit (10(e)(iii) to the Partnership's Annual Report on
Form 10-K for the year ended December 31, 1997, is incorporated herein by
reference.
(e)(iv) Lease Termination Agreement relating to the sale of North Kent Outlot,
Grand Rapids, Michigan, previously filed as Exhibit (10(e)(iv) to the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1997,
is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the quarter ended March 31,
1998 is incorporated herein by reference.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended March 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR PENSION INVESTORS-IV
By:/s/Thomas E. Meador
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Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-III, the General Partner
By:/s/Jayne A. Kosik
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Jayne A. Kosik
Senior Managing Director and Chief
Financial Officer (Principal Accounting
Officer) of Balcor Mortgage Advisors-III,
the General Partner
Date: May 5, 1998
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