Form 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from [ ] to [ ]
Commission file number 0-28710
(Exact name of small business issuer as
specified in its charter)
Performance Asset Management Fund IV, Ltd., a California Limited Partnership
California 33-0548134
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
(Address of principal executive offices)
4100 Newport Place, Suite 400, Newport Beach, California
(Issuer's telephone number)
(714) 261-2400
(Former name, former address and former fiscal year, if changed since last
report) N/A
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such report(s),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by court. Yes [ ] No [ ].
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: [ N/A ]
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
<PAGE>
PERFORMANCE ASSET MANAGEMENT FUND IV, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
INDEX TO FORM 10-QSB
PART I
Item 1. Financial Statements
Item 2. Management's Discussion and Analysis or Plan of Operation
PART II
Item 1. Legal Proceedings
Item 2. Exhibits and Reports on Form 8-K
Signatures
2
<PAGE>
PERFORMANCE ASSET MANAGEMENT FUND IV, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
PART I
ITEM 1. FINANCIAL STATEMENTS
Index to the Financial Statements for the Partnership:
Balance Sheets, March 31, 1997 and December 31, 1996 4
Statements of Operations, For the Three Months Ended March 31,
1997 and March 31, 1996 5
Statements of Partnership Capital, For the Three Months Ended
March 31, 1997 and Year Ended December 31, 1996 6
Statements of Cash Flows, For the Three Months Ended March 31,
1997 and March 31, 1996 7
Notes to Financial Statements 8
3
<PAGE>
<TABLE>
PERFORMANCE ASSET MANAGEMENT FUND IV, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
BALANCE SHEETS
March 31, 1997 and December 31, 1996
________________
ASSETS
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Cash and equivalents $1,736,065 $2,121,545
Cash held in trust 5,834,268 5,834,268
Investments in distressed loan portfolios, net 8,347,451 9,091,186
Due from affiliate 697,515 136,022
Other assets 104,977 104,977
Organization costs, net 2,447 3,454
---------- ----------
Total assets $16,722,722 $17,291,452
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $6,826 $6,351
Due to affiliates, net 945,324 350,576
-------- --------
Total liabilities 952,150 356,927
-------- --------
Commitments and contingencies
Partners' capital 15,770,572 16,934,525
---------- ----------
Total liabilities and partners' capital $16,722,722 $17,291,452
========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
4
</TABLE>
<PAGE>
<TABLE>
PERFORMANCE ASSET MANAGEMENT FUND IV, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 1997 and 1996
________________
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Portfolio collections $745,630 $930,398
Less: portfolio basis recovery 743,735 917,151
-------- --------
Net investment income 1,895 13,247
-------- --------
Cost of operations:
Collection expense 37,307 42,500
Management fee expense 57,092 65,870
Professional fees 92,615 99,583
Amortization 1,007 1,007
General and administrative expense 52,897 2,412
-------- --------
Total operating expenses 240,918 211,372
-------- --------
Income (loss) from operations (239,023) (198,125)
Other income:
Interest 27,584 33,258
Other income 7,718 11,551
-------- --------
Net income (loss) ($203,721) ($153,316)
======== ========
<FN>
The accompanying notes are an integral part of the financial statements.
5
</TABLE>
<PAGE>
<TABLE>
PERFORMANCE ASSET MANAGEMENT FUND IV, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
For the Three Months Ended March 31, 1997 and Year Ended December 31,1996
________________
<CAPTION>
General Limited
Partner Partners Total
---------- ---------- ----------
<S> <C> <C> <C>
Balance, December 31, 1995 ($516,291) $19,815,741 $19,299,450
Redemption of partnership units - (40,000) (40,000)
Distributions (159,334) (1,433,425) (1,592,759)
Net income (73,217) (658,949) (732,166)
---------- ---------- ----------
Balance, December 31, 1996 (748,842) 17,683,367 16,934,525
Redemption of partnership units - (5,000) (5,000)
Distributions (95,532) (859,700) (955,232)
Net income (20,372) (183,349) (203,721)
---------- ---------- ----------
Balance, March 31, 1997 ($864,746) $16,635,318 $15,770,572
========== ========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
6
</TABLE>
<PAGE>
<TABLE>
PERFORMANCE ASSET MANAGEMENT FUND IV, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31, 1997 and 1996
________________
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) ($203,721) ($153,314)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Amortization 1,007 1,007
Decrease (increase) in assets:
Other assets - 94,136
Due from affiliates (561,493) (122,255)
Increase (decrease) in liabilities:
Accounts payable 476 (19,655)
Due to affiliates 594,748 240,815
-------- --------
Net cash provided by (used in)
operating activities (168,983) 40,734
-------- --------
Cash flows provided by (used in) investing
activities:
Recovery of portfolio basis 743,735 917,151
Receivable from West Capital - -
Cash held in trust - 3,502,207
Purchase of investments in distressed
loan portfolios - (334,299)
-------- ---------
Net cash provided by investing activities 743,735 4,085,059
-------- ---------
Cash flows provided by (used in) financing
activities:
Redemption of limited partnership units (5,000) (10,000)
Distributions to partners (955,232) -
-------- --------
Net cash used in financing activities (960,232) (10,000)
-------- ---------
Net (decrease) increase in cash (385,480) 4,115,793
Cash at beginning of period 2,121,545 559,223
--------- ---------
Cash at end of period $1,736,065 $4,675,016
========= =========
<FN>
The accompanying notes are an integral part of the financial statements.
7
</TABLE>
<PAGE>
PERFORMANCE ASSET MANAGEMENT FUND IV, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
Notes to Financial Statements
1. Organization and Description of Business
Performance Asset Management Fund IV, Ltd., a California limited partnership
was formed in October 1992, for the purpose of acquiring investments in or
direct ownership of distressed loan portfolios from financial institutions and
other sources. Interests in the Partnership were sold in an intrastate
offering to residents of California, pursuant to the provisions of Section
3(A)(11) of the Securities Act of 1933; however, the Partnership did not begin
its primary operations until March 1993. The General Partner is Performance
Development, Inc., a California corporation ("PDI").
Profits, losses, and cash distributions are allocated 90% to the limited
partners and 10% to the General Partner until such time as the limited partners
have received cash equal to 100% of their contributions to the Partnership plus
an amount equal to 6% of those yet unpaid capital contributions which will
accumulate until recovery. Thereafter, Partnership profits, losses, and cash
distributions are allocated 70% to the limited partners and 30% to the General
Partner.
Cash and Equivalents
- --------------------
The Partnership defines cash equivalents as all highly liquid investments with
a maturity of three months or less when purchased. The Partnership maintains
its cash balances at one bank in accounts which, at times, may exceed federally
insured limits. The Partnership uses a cash management system whereby idle
cash balances are swept daily into a master account and invested in high
quality, short-term securities. The Partnership's management believes that
these cash balances are not subject to any significant credit risk due to the
nature of the investments and has not experienced any past losses with cash and
equivalent investments.
Cash Held in Trust
- ------------------
The General Partner anticipates that the Partnership and the PAM Funds may, in
the future, be reorganized and merged with and into one corporation. In an
effort to accomplish that reorganization and merger on terms and conditions
consistent with the intent of the General Partner, on December 12, 1995, the
General Partner, on behalf of the Partnership and the PAM Funds, and the State
of California Department of Corporations entered into an agreement pursuant to
the provisions of which the Performance Asset Management Fund Trust ("Trust")
was created. These funds are subject to the terms of the Trust Agreement. The
Trust was the recipient of a portion of the funds resulting from a settlement
of certain litigation between the Partnership and its affiliates and West
Capital Financial Services Corp. ("WCFSC") and its affiliates.
8
<PAGE>
Notes to Financial Statements (Continued)
-----------------------------------------
Investments in Distressed Loan Portfolios and Revenue Recognition
- -----------------------------------------------------------------
Investments in distressed loan portfolios are carried at the lower of cost,
market, or estimated net realizable value. Amounts collected are treated as
a reduction to the carrying basis of the related investment on an individual
portfolio basis. Accordingly, income is not recognized until 100% recovery
of the original cost of the investment in each portfolio occurs. Estimated
net realizable value represents management's estimates, based on its present
plans and intentions, of the present value of future collections. Due to the
distressed nature of these investments, no interest is earned on outstanding
balances, and there is no assurance that the unpaid principal balances will
ultimately be collected. Any adjustments to the carrying value of the
individual portfolios are recorded in the results of operations.
Organization Costs, Net
- -----------------------
Organization costs include legal and other professional fees incurred related
to the initial organization of the Partnership. These costs are capitalized
and amortized using the straight-line method over five years. Accumulated
amortization at March 31, 1997 and December 31, 1996 totaled $15,900 and
$14,893, respectively.
Income Taxes
- ------------
No provision for income taxes has been made in the financial statements, except
for the Partnership's minimum state franchise tax liability of $800. All
partners are taxed individually on their share of the Partnership's earnings
and losses.
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the reported period.
Actual results could differ from the estimate.
9
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations.
- ---------------------
Collections for the three months ended March 31, 1997 from the Partnership's
portfolios decreased approximately 20% to $745,630 from $930,398 for the
comparable period in 1996. The decrease is primarily attributable to collections
on a number of performing portfolio assets serviced by a third party servicer.
Therefore, in 1997, those portfolios were only serviced for 2 months compared
to 3 months in 1996. In March 1996 the Partnership terminated all servicing
relations with the servicer and entered into a settlement agreement to sell
any remaining portfolio assets held by the servicer. The decrease in
collections was also attributable to anticipated seasonal collection trends.
The Partnership acquired six portfolios near the last quarter of 1996 from a
single third party financial institution specialized in credit card
originations. In the last quarter of 1996 the Partnership's Management began
collection campaigns on these newly acquired portfolio accounts, which were
just recently subjected to improved Partnership collection procedures and skip
techniques. These portfolios normally need 120 to 180 days for mailing and skip
trace procedures to identify and contact such accounts, after which settlement
procedures can begin. Portfolio collections for the three months ended March 31,
1997, resulted in the Partnership recording $1,895 of net investment revenue,
a 86% decrease from net investment revenue of $13,247 for the comparable period
in 1996. This decrease resulted from a vast majority of collections received
from newly acquired portfolio accounts for which the Partnership had not
recovered its original cost basis, and accordingly, the Partnership reduced its
asset carrying value for these collections. During the first quarter 1997 the
Partnership had only one portfolio in which 100% cost recovery had occurred, as
compared to four portfolios during the comparable period in 1996. An addition,
approximately one quarter percent of collections in the three months ended
March 31, 1997 resulted in revenue recognition for the Partnership, compared to
1.42% for the comparable three months ended March 31, 1996.
The Partnership recorded proceeds from portfolio sales of $27,357 for the three
months ended March 31, 1997. No such proceeds were received for the comparable
period ended March 31, 1996. The Partnership's management believes that proceeds
from both collection procedures and portfolio account sales will increase in
subsequent periods and estimates that proceeds from portfolio sales accounts
should exceed those amounts recorded in the fiscal year ended 1996.
Total operating expenses increased 14% to $240,918 for the three months ended
March 31, 1997, from $211,372 for the comparable period in 1996. Operating
expenses as a percentage of portfolio collections totaled approximately 32%
as compared to 23% for the comparable period in 1996. The increase is due
primarily to additional nonrecurring charges to the Partnership for overpayment
of collection proceeds from past periods. Operating expenses, excluding such
nonrecurring charges, would have decreased approximately 11% from the comparable
period in 1996. Collection expenses, management fees and professional fees for
the three months ended March 31, 1997 all decreased from the comparable period
in 1996.
10
<PAGE>
The Partnership Management anticipates stronger collection activity in
subsequent quarters based on current Partnership growth and past historic
operational trends. In addition, the Partnership's affiliate servicer,
Performance Capital Management, Inc. ("PCM") has completed upgrades
to its existing collection platform which should enhance the Partnership's
ability to locate present and future debtor customers more quickly and easily
than in the past. These enhancements are expected to increase Partnership
portfolio collections.
Financial Condition, Liquidity and Capital Resources.
- ----------------------------------------------------
The Partnership's total assets decreased 3% to $16,722,722 as of March 31,
1997, from $17,291,452 at December 31, 1996. The decrease was primarily
attributable to distributions made to limited partner investors generated
from collections of portfolio accounts. The Partnership received portfolio
proceeds of $745,630, of which $743,735 were recorded as recovery of portfolio
assets.
The Partnership acquired no new distressed portfolio assets in the three months
ended March 31, 1997, however Partnership Management anticipates that it will
acquire additional portfolios in the near future. Future acquisitions will
depend on the asset market, which continues to grow in size and diversity. The
Partnership believes it will continue to acquire low-end-priced distressed
portfolios; however, Partnership Management will continue to evaluate assets
with different pricing and structure which will continue to generate strong
immediate cash flows and provide additional liquidity to provide limited partner
distributions and also allow Partnership Management to acquire additional
portfolio assets.
The Partnership has made no future commitments with credit card originators and
other financial institutions to acquire portfolio assets. Partnership Management
plans to use its present contacts and relationships to identify and acquire
additional assets at optimal prices, and believes that it will have no
difficulties in identifying and acquiring such assets. Management also believes
current cash reserves and future portfolio collection proceeds will be
sufficient to acquire anticipated portfolio assets in the next twelve months.
However, Management will continuously monitor its liquidity and evaluate whether
additional external capital resources will be necessary for future growth.
Impact of Additional Partnership Acquisitions and Resources on Operations.
- -------------------------------------------------------------------------
The Partnership Management anticipates that additional portfolio acquisitions
and continued expansion will improve the Partnership's liquidity, profitability
and financial condition, as a result of increased portfolio collections and
sales. Management believes that in order to supplement such growth, PCM must
continue to increase that amount of collection representatives and human
resources. The Partnership's General Partner, in conjunction with PCM and other
affiliated companies and partnerships, is presently evaluating additional
operating facilities which will provide for future growth. Management
anticipates that the Partnership and PCM will obtain additional operating space
in order to facilitate its anticipated expansion by the end of its present
fiscal years. In addition, Management believes that existing management will be
sufficient to facilitate the anticipated additional growth of the Partnership.
11
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
No additional proceedings have occurred since March 31, 1997, the date of the
latest report provided. In addition, no material developments are noted with
respect to those matters described in the latest report dated March 31, 1997.
Reference is made to the registrant's Form 10-KSB dated March 31, 1997, in
which such legal proceedings were reported in Part I, Item 3. Legal Proceedings
The registrant, by this reference, makes that disclosure a part of this Form
10-QSB.
Item 2. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Number Exhibit
1 Certificate of Limited Partnership Form LP-1 (Charter
Document) *
2 Agreement of Limited Partnership (Instrument defining the
rights of Security Holders) **
* Reference is made to the registrant's Form 10-KSB, dated March 31, 1997,
in which that Certificate of Limited Partnership was included as an
exhibit. The registrant, by this reference, makes that Certificate of
Limited Partnership a part of this Form 10-QSB filing.
** Reference is made to the registrant's Form 10-KSB, dated March 31, 1997,
in which that Agreement of Limited Partnership was included as an
exhibit. The registrant, by this reference, makes that Agreement of
Limited Partnership a part of this Form 10-QSB filing.
12
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: April 1, 1997 Performance Asset Management Fund IV, Ltd.,
A California Limited Partnership
(Registrant)
By: /S/Vincent E. Galewick
----------------------
Vincent E. Galewick
President of the General Partner
Performance Development, Inc.
13
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE FORM
10-QSB FOR THE QUARTER ENDED MARCH 31, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 1736
<SECURITIES> 0
<RECEIVABLES> 698
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 16720
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 16722
<CURRENT-LIABILITIES> 952
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 16722
<SALES> 0
<TOTAL-REVENUES> 746
<CGS> 743
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 241
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (204)
<INCOME-TAX> 0
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<NET-INCOME> (204)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
