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 September 30, 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
September 30, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
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Cash and cash equivalents $ 2,438,523 $ 13,969,707
Cash and cash equivalents - Early
Investment Incentive Fund 4,038,231 2,713,854
Accounts and accrued interest receivable 40,658 93,696
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6,517,412 16,777,257
Real estate held for sale (net of allowance
of $1,491,800 in 1997) 703,026
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$ 6,517,412 $ 17,480,283
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LIABILITIES AND PARTNERS' CAPITAL
Accounts and accrued real estate taxes
payable $ 10,474 $ 84,991
Due to affiliates 77,434 51,372
Mortgage note payable 768,601
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Total liabilities 87,908 904,964
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Commitments and contingencies
Limited Partners' capital (429,606
Interests issued and outstanding) 15,961,584 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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6,697,106 16,745,371
General Partner's deficit (267,602) (170,052)
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Total partners' capital 6,429,504 16,575,319
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$ 6,517,412 $ 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 nine months ended September 30, 1998 and 1997
(Unaudited)
1998 1997
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Income:
Interest on short-term investments $ 284,667 $ 436,920
Income (loss) from operations of real
estate held for sale 22,463 (201,545)
Other income 99,415
Settlement income 75,000
Recovery of loss on real estate held
for sale 285,231
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Total income 691,776 310,375
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Expenses:
Participation in loss of joint
venture with affiliates 81,930
Provision for potential losses on
real estate 2,354,057
Administrative 287,981 544,026
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Total expenses 287,981 2,980,013
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Income (loss) before extraordinary item 403,795 (2,669,638)
Extraordinary item:
Gain on forgiveness of debt 1,769,057
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Net income (loss) $ 403,795 $ (900,581)
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Income before extraordinary item
allocated to General Partner $ 131,572 None
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Income (loss) before extraordinary item
allocated to Limited Partners $ 272,223 $ (2,669,638)
============= =============
Income (loss) before extraordinary item per
average number of Limited Partnership
Interests outstanding (388,276 in 1998
and 1997) - Basic and Diluted $ 0.70 $ (6.88)
============= =============
Extraordinary item allocated to
General Partner None None
============= =============
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 nine months ended September 30, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
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Extraordinary item allocated to
Limited Partners None $ 1,769,057
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Extraordinary item per average number of
Limited Partnership Interests outstanding
(388,276 in 1998 and 1997) - Basic
and Diluted None $ 4.56
============= =============
Net income allocated to General
Partner $ 131,572 None
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Net income (loss) allocated to Limited
Partners $ 272,223 $ (900,581)
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Net income (loss) per average number of
Limited Partnership Interests outstanding
(388,276 in 1998 and 1997) - Basic
and Diluted $ 0.70 $ (2.32)
============= =============
Distributions to General Partner $ 229,122 $ 205,853
============= =============
Settlement Distribution to Limited Partners None $ 16,056
============= =============
Distributions to Limited Partners $ 10,320,488 $ 21,258,339
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Distributions per Limited Partnership
Interest $ 26.58 $ 54.75
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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 September 30, 1998 and 1997
(Unaudited)
1998 1997
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Income:
Interest on short-term investments $ 90,889 $ 121,923
Other income 8,722
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Total income 99,611 121,923
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Expenses:
Loss from operations of real
estate held for sale 14,867 57,146
Provision for potential losses on
real estate 1,769,057
Administrative 71,191 120,042
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Total expenses 86,058 1,946,245
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Income (loss) before extraordinary item 13,553 (1,824,322)
Extraordinary item:
Gain on forgiveness of debt 1,769,057
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Net income (loss) $ 13,553 $ (55,265)
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Income before extraordinary item
allocated to General Partner None None
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Income (loss) before extraordinary item
allocated to Limited Partners $ 13,553 $ (1,824,322)
============= =============
Income (loss) before extraordinary item per
average number of Limited Partnership
Interests outstanding (388,276 in 1998
and 1997) - Basic and Diluted $ 0.03 $ (4.70)
============= =============
Extraordinary item allocated to
General Partner None None
============= =============
Extraordinary item allocated to
Limited Partners None $ 1,769,057
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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 September 30, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
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Extraordinary item per average number of
Limited Partnership Interests outstanding
(388,276 in 1998 and 1997) - Basic
and Diluted None $ 4.56
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Net income allocated to General
Partner None None
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Net income (loss) allocated to Limited
Partners $ 13,553 $ (55,265)
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Net income (loss) per average number of
Limited Partnership Interests outstanding
(388,276 in 1998 and 1997) - Basic
and Diluted $ 0.03 $ (0.14)
============= =============
Distribution to General Partner None $ 71,601
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Distribution to Limited Partners None $ 776,560
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Distribution per Limited Partnership
Interest None $ 2.00
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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 nine months ended September 30, 1998 and 1997
(Unaudited)
1998 1997
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Operating activities:
Net income (loss) $ 403,795 $ (900,581)
Adjustments to reconcile net income (loss)
to net cash provided by operating
activities:
Gain on forgiveness of debt (1,769,057)
Recovery of loss on real estate owned (285,231)
Participation in loss of joint
venture with affiliates 81,930
Provision for potential losses on
real estate 2,354,057
Net change in:
Accounts and accrued interest
receivable 61,760 927,772
Prepaid expenses 34,791
Accounts and accrued real estate
taxes payable (83,239) (286,289)
Due to affiliates 26,062 (13,998)
Other liabilities (3,000)
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Net cash provided by operating activities 123,147 425,625
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Investing activities:
Capital contribution to joint venture
with affiliate (81,930)
Distributions from joint venture
with affiliates 268,975
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 investing activities 988,257 187,045
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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 nine months ended September 30, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
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Financing activities:
Distributions to Limited Partners (10,320,488) (21,274,395)
Distributions to General Partner (229,122) (205,853)
Contribution by General Partner 35,801
Change in cash and cash equivalents -
Early Investment Incentive Fund (1,324,377) (2,412,149)
Principal payments on mortgage notes
payable (5,166) (192,211)
Repayment of mortgage note payable (763,435)
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Net cash used in financing activities (12,642,588) (24,048,807)
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Net change in cash and cash equivalents (11,531,184) (23,436,137)
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 $ 2,438,523 $ 5,768,763
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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 the Limited Partners have been adjusted to appropriately
reflect their remaining economic interests as provided for in the
Partnership Agreement.
(b) A reclassification has been made to the previously reported 1997
financial statements in order to provide comparability with the 1998
statements. This reclassification has not changed the 1997 results.
(c) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the nine
months and quarter ended September 30, 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 one property
and surrendered a portion of the North Kent Mall pursuant to a deed in lieu
of foreclosure; however, the Partnership continued to own its remaining
real estate investment, an outlot at the North Kent Mall (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 to 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 nine months ended September 30, 1998 and 1997, the Partnership
incurred interest expense on mortgage notes payable of $19,143 and $282,285
and paid interest expense of $19,143 and $286,111, respectively.
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
nine months and quarter ended September 30, 1998 are:
Paid
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Nine Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $ 62,460 $ 26,472 $ 77,434
During 1997, the General Partner made a contribution to the Partnership of
$35,801 in connection with the settlement of certain litigation.
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 Outlot. From the aggregate
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 1998, the Partnership recognized other income in connection with a
refund of 1996 real estate taxes related to the North Kent Mall of $90,693
due to a reduction in the assessed value of the property. The Perimeter 400
Office Building, which was owned by a joint venture with three affiliates,
was sold in December 1996. During October 1998, the Partnership received
$8,722 representing its share of a refund of 1996 real estate taxes which
had been under appeal. This amount was also recognized as other income.
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 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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During 1998, the Partnership recognized a recovery of a provision for potential
loss related to the sale of the North Kent Outlot, which was the primary reason
the Partnership recognized net income during the nine months ended September
30, 1998. Interest income earned on short-term investments exceeded
administrative expenses, which was the primary reason the Partnership
recognized net income during the quarter ended September 30, 1998. During 1997,
the Partnership recognized a provision for potential losses on real estate
related to North Kent Mall which was partially offset by gain on forgiveness of
debt recognized in connection with the North Kent Mall foreclosure. As a result
of these events, the Partnership recognized a net loss during the nine months
ended September 30, 1997. During the third quarter 1997, interest income earned
on short-term investments was lower than administrative expenses and loss from
operations of real estate held for sale. As a result, the Partnership
recognized a net loss for the quarter ended September 30, 1997. Further
discussion of the Partnership's operations is summarized below.
1998 Compared to 1997
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Unless otherwise noted, discussions of fluctuations between 1998 and 1997 refer
to both the nine months and quarters ended September 30, 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 and 1997 prior to distribution to Partners in 1997 and January
1998. 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 September 1997,
the lender on the 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. During the third quarter of 1998, the Partnership incurred
additional expenditures related to the North Kent Outlot. As a result, the
Partnership recognized income from operations of real estate held for sale
during the nine months ended September 30, 1998 and a loss for the nine months
and quarter ended September 30, 1997 and the quarter ended September 30, 1998.
In 1998, the Partnership recognized other income in connection with a refund of
1996 real estate taxes related to the North Kent Mall of $90,693 due to a
reduction in the assessed value of the property. The Perimeter 400 Office
Building, which was owned by a joint venture with three affiliates, was sold in
December 1996. During October 1998, the Partnership received $8,722
representing its share of a refund of 1996 real estate taxes which had been
under appeal. This amount was also recognized as other income.
In June 1997, the Partnership received $75,000 as a final payment related to
the October 1996 settlement with a former tenant of the 240 East Ontario Office
Building, which was sold in 1993. The settlement related to rental income owed
to the Partnership pursuant to the terms of the tenant's lease. This amount was
recognized as settlement income for financial statement purposes.
Provisions were charged to income when the General Partner believed an
impairment had 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 represented estimations based on many
variables which affect the value of real estate, including economic and
demographic conditions. The Partnership recognized a provision of $2,354,057
related to the North Kent Mall during 1997 to provide for a change in the
estimate of the fair value of the property. The Partnership recognized a
recovery of $285,231 and wrote off the remaining allowance of $1,206,569 in
connection with the sale of the North Kent Outlot in 1998.
Participation in loss of joint venture with affiliates represented 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 expenditures related to the
property.
Primarily due to decreased portfolio management, accounting, legal and
professional fees during 1998, administrative expenses decreased during 1998 as
compared to 1997. In addition, during the first quarter of 1997, the
Partnership incurred higher postage and investor processing costs in connection
with its response to a January 1997 tender offer.
In September 1997, the Partnership recognized a $1,769,057 extraordinary gain
on forgiveness of debt in connection with the North Kent Mall foreclosure.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $11,531,000 as
of September 30, 1998 when compared to December 31, 1997 primarily due to the
payment of a distribution to partners in January 1998 from proceeds received in
connection with the 1997 sale of the Glendale Fashion Center. The Partnership
received cash from its operating activities of approximately $123,000 which
consisted of interest income earned on short-term investments, refunds of real
estate taxes related to the North Kent Mall and the Perimeter 400 Office
Building 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 $1,324,000
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 one property and surrendered a
portion of the North Kent Mall pursuant to a deed in lieu of foreclosure;
however, the Partnership continued to own its remaining real estate investment,
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 to 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 aggregate
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 September 30, 1998, there were 41,330 Interests and
cash of $4,038,231 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. Amounts allocated to the Early Investment Incentive Fund
will also be distributed at that time.
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 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.
(b)(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.
(b)(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.
(b)(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.
(b)(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 nine months ended
September 30, 1998 is incorporated herein by reference.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 30, 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
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-III, the General Partner
By: /s/ Jayne A. Kosik
------------------------------
Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Mortgage Advisors-III, the General
Partner
Date: November 13, 1998
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