Form 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the Fiscal Year ended December 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
Performance Asset Management Fund IV, Ltd., A California Limited Partnership
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(Exact name of small business issuer as specified in its charter)
California 33-0548134
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(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) No.)
4100 Newport Place, Suite 400, Newport Beach, California 92660
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(Address of principal executive offices)
(714) 261-2400
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(Issuer's telephone number)
Securities to be registered under Section 12 (b) of the Act:
Title of each class Name of Each Exchange
to be so registered: on which each class
None None
Securities to be registered under Section 12 (g) of the Act:
(Title of Class)
Limited Partnership Interests ("Units")
<PAGE>
PERFORMANCE ASSET MANAGEMENT FUND IV, LTD,
A CALIFORNIA LIMITED PARTNERSHIP
INDEX TO FORM 10-KSB
PART I
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote of Security Holders
PART II
Item 5. Market for Units and Related Matters for Holders in
Interest
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Item 7. Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
PART III
Item 9. Directors, Executive Officers, Promoters and Control
Persons
Item 10. Executive Compensation
Item 11. Security Ownership of Certain Beneficial Owners and
Management
Item 12. Certain Relationships and Related Transactions.
Item 13. Exhibits
Signatures
<PAGE>
PERFORMANCE ASSET MANAGEMENT FUND IV, LTD.,
A CALIFORNIA LIMITED PARTNERSHIP
PART I
ITEM 1. Description of Business.
Formation of Partnership.
Performance Asset Management IV, Ltd. A California Limited
Partnership, was formed on October 21, 1992, as a limited partnership
in California pursuant to the provisions of the Revised Limited
Partnership Act of the State of California ("Partnership"). The
Partnership offered and sold 11,480 limited partnership interests ("Units")
at a purchase price of $2,500.00 per Unit. The offer and sale of the Units
were exempt from the registration requirements of Section 5 of the Securities
Act of 1933 ("Securities Act") because the Units were offered and sold only
to residents of the State of California. The Partnership satisfied the
requirements for the exemption from such registration specified by the
provisions of Section 3(A)(11) of the Securities Act and Rule 147 promulgated
pursuant thereto. The Units were qualified by permit with the State of
California Department of Corporations ("Department") for offer and sale
in the State of California. The total amount contributed to the
capital of the Partnership from purchasers of Units ("Limited Partners")
was $28,700,000. As of March 1, 1998, the Partnership had 1,441
Limited Partners. The executive offices of the Partnership are
located at 4100 Newport Place, Suite 400, Newport Beach, California
92660. The Partnership's telephone number is (714) 566-3400.
The General Partner.
Performance Development, Inc., a California corporation and the
General Partner of the Partnership ("General Partner"), was formed in
June 1990 to engage in various aspects of the investment banking
industry. The General Partner is also the General Partner for various
other California limited partnerships.
Business of the Partnership.
The Partnership is engaged in the business of acquiring assets
originated by federal and state banking and savings institutions, loan
agencies, and other sources, for the purpose of generating income and
cash flow from managing, operating, collecting, servicing, or selling
those assets. Typically, those assets consist of charged off credit
card contracts, secured and unsecured commercial and consumer loans,
personal property, notes receivable, and other forms of indebtedness.
Those assets, typically, are purchased and sold as portfolios ("Portfolios").
The General Partner, on behalf of the Partnership, has entered
into joint venture agreements with Performance Capital Management, Inc.
("PCM"), a California corporation and an Affiliate * of the General
Partner, pursuant to the provisions of which PCM provides acquisition,
collection and servicing activities for the Partnership. Presently,
the General Partner intends for the Partnership to continue its joint
venture relationship with PCM. The joint venture agreements generally
provide that all distributions are shared by the venturers in
proportion to their respective percentage interests, generally 55% to
65% for the Partnership and 35% to 45% for PCM. The General Partner
has concentrated on purchasing Portfolios for the Partnership, which
have the potential to generate cash flow to the Partnership with
effective servicing and collection efforts. The objective of the
Partnership is to maximize gain or income from the Portfolios purchased
with the least amount of expenditure for servicing and collection
<PAGE>
efforts. The Partnership acquires the Portfolios from PCM. The
Portfolios, acquired from third-parties, are sold to the Partnership by
PCM for amounts determined by the General Partner to be reasonable,
customary, and competitive in light of the size, type and character of
the acquired portfolios and consistent with the limited partnership
agreement. The Partnership utilizes the services of PCM to manage,
service, and collect on the Portfolios. Additionally, the Partnership
sells Portfolios and portions of Portfolios in those circumstances in
which the General Partner determines that such sales are in the best
interests of the Partnership.
* The term Affiliate means (i) any person who directly or indirectly
controls or is controlled by or under a common control with another
person or entity, (ii) a person owning or controlling 10% or more of
the outstanding voting securities of such other person or entity (iii)
any officer or director of such other person or entity, or (iv) any
person who is an officer, director, general partner, trustee, or holder
of 10% or more of the voting securities or beneficial interests of any
of the foregoing.
Bulk Portfolios.
Typically, loan accounts are sold by the originating lenders in
bulk Portfolios that range in size from tens of thousands to multi-
hundred million dollars in outstanding principal balances. These
Portfolio sales usually consist of a large quantity of charged off
credit card contracts, automobile deficiencies, secured and unsecured
consumer installment loans, commercial loans, and other forms of
indebtedness. Although typically only a relatively small percent of
the total outstanding principal balances of most Portfolios purchased
by the Partnership can be collected, most of those Portfolios have been
purchased at discounts sufficient enough that, when coupled with
effective servicing and collection efforts, profits can be realized
and the Partnership's objectives can be fulfilled. The Partnership has
sold certain acquired Portfolios, or portions thereof, to various third
parties. Profits from such sales have been used to acquire additional
assets for the Partnership and to distribute cash to the Partners.
Acquisition of Portfolios.
Because of the experience of PCM in Portfolio acquisition
transactions, PCM is recognized by the institutions selling charged off
commercial and consumer indebtedness as one of the larger purchasers of
distressed consumer indebtedness. PCM generally relies on its own
contacts and relationships for acquisitions of Portfolios.
Upon contacting or being contacted by a potential seller of
Portfolios, PCM will normally request that certain data be submitted
for due diligence purposes. By reviewing that data, PCM and the
General Partner analyze the respective Portfolios by checking an array
of information, including data integrity, deciphering statutes of
limitations by state, and incorporating other methods to check the
individual debtors status. By completing the due diligence process and
considering the pertinent information regarding a potential Portfolio
acquisition, PCM and the General Partner can approximate the value of
<PAGE>
that Portfolio and extend an offer to purchase that Portfolio on terms
which should enable the Partnership to collect, service and manage that
Portfolio for a profit.
The General Partner anticipates that the Partnership will
continue to purchase Portfolios. In past years, the Partnership has
acquired certain Portfolios which have accounts that have been
rewritten with terms and conditions different from the original
obligations. The General Partner anticipates that the Partnership will
not plan to acquire such Portfolios in the future unless such an
opportunity arises and the General Partner believes that this
opportunity will achieve the objectives of the Partnership.
Investments in Portfolios are carried at the lower of cost or
estimated net realizable value. Amounts collected on the distressed
indebtedness acquired by the Partnership are treated as a reduction to
the carrying basis of the related investment on an individual Portfolio
basis. Accordingly, income is not recognized by the Partnership until
recovery of 100% of the original cost of the investment of the
Partnership on a Portfolio by Portfolio basis occurs. Estimated net
realizable value represents the estimate of the General Partner, based
upon the General Partner's present plans and intentions, of the present
value of future collections. As a result of the distressed nature of
the loans comprising the Portfolios, there is no assurance that the
unpaid principal balances of those loans will be collected. Any
adjustments to the carrying value of the individual Portfolios are
recorded in results of operations.
As of December 31, 1997, and 1996, the Partnership had
investments in Portfolios with remaining values of $7,255,916 and
$9,091,186, respectively. Collections obtained by the Partnership on
investments in these Portfolios totaled $2,770,309 and $5,235,693
during the years ended December 31, 1997 and 1996, respectively.
<TABLE>
<CAPTION>
Type of Portfolio 1997 1996
------------------------------- ---------- ----------
<S> <C> <C>
Credit Card Accounts $5,274,087 $6,947,644
Consumer Loans 1,666,157 1,795,999
Notes secured by Deeds of Trust 315,672 347,543
---------- ----------
TOTALS $7,255,916 $9,091,186
========== ==========
</TABLE>
The Partnership has acquired two Portfolios and twelve Portfolios
totaling $849,690 and $4,474,765 during the years December 31, 1997 and
1996, respectively.
<PAGE>
Servicing and Collection of Portfolios.
Once a Portfolio is purchased, generating cash flow involves a
rigorous campaign to locate and contact the maximum number of
individual debtors. The General Partner and its Affiliates
continuously utilize shared data and technology, as well as various
third party databases, in an attempt to locate individual debtors.
Once a debtor is contacted, the collection representative begins
negotiating various payment and settlement options. These options can
include payments in full for all outstanding obligations, discounted
settlements and short-term payment plans. Normally, because the cost
basis is extremely low for each account, collection representatives can
offer more attractive settlement and payment options to individual
debtors than those debtors have been offered by the originating lender
or contingent collection firms.
The Partnership utilizes the services of PCM exclusively for
managing, servicing, and collecting the Partnership's Portfolios.
Therefore, the Partnership is dependent upon PCM for those management,
servicing, and collection services. The compensation paid by the
Partnership to PCM for those services is no less favorable to the
Partnership than that compensation which would be paid by the
Partnership to equally qualified but unaffiliated persons.
The Partnership is completely dependent on PCM for managing,
servicing and collecting the Partnership's Portfolios. The General
Partner is confident that in the event, for whatever reason, PCM would be
unable to collect, manage and service those Portfolios, the General Partner
will be able to retain for the benefit of the Partnership, another
competently qualified entity to service, manage and collect those
Portfolios for the Partnership, with minimum disruption to the
business of the Partnership.
Settlement with West Capital Financial Services Corp.
Prior to March 1996, the Partnership also utilized the collection
services of West Capital Financial Services Corp., a California
corporation ("WCFSC") pursuant to a servicing agreement entered into in
1992. In 1994, the General Partner desired to utilize a portion of the
Partnership's revenues and cash flow for the purpose of causing the
Partnership to acquire an ownership interest in WCFSC. In order to
effectuate that acquisition, on April 8, 1994 the General Partner, on
behalf of the Partnership and four other similar California
partnerships ("PAM Funds"), entered into a Stock Acquisition Agreement
("Stock Agreement") with WCFSC. The purpose of the Stock Agreement was
to acquire, for the Partnership and the PAM Funds, 1,000 shares of no
par common stock of WCFSC, which 1,000 shares would represent 50% of
the then issued and outstanding no par common shares of WCFSC. The
Stock Agreement provided that certain PAM Funds, including the
Partnership, would receive credits for approximately $1,881,950 due to
those PAM Funds from WCFSC, and the Partnership and the PAM Funds would
then remit cash to WCFSC in the amount of $1,970,000 that was received from
collections on certain Portfolios during the 5 month period subsequent to the
date on which the Stock Agreement was signed.
<PAGE>
Certain differences of opinion developed between the General
Partner and WCFSC regarding the terms and conditions of the Stock
Agreement. As a result, the General Partner, for the benefit of the
Partnership, the PAM Funds and Affiliates commenced litigation against WCFSC
and certain of its affiliates ("WCFSC Dispute").
On February 8, 1996, the parties to the WCFSC Dispute entered
into a Settlement Agreement and mutual general release ("Settlement
Agreement") for the purpose of settling and resolving any and all
disputes existing between the various parties to the WCFSC Dispute.
The Settlement Agreement resulted in the dismissal of the WCFSC
Dispute; release by all parties of all claims against other involved
parties, including those claims relating to the Stock Agreement; and
assignment and transfer by the Partnership and the its Affiliates to
WCFSC of certain distressed loan Portfolios.
The Settlement Agreement required that WCFSC pay to the
Partnership and its Affiliates $16,194,850 in exchange for the general
release, by the Partnership and its Affiliates, of WCFSC and its
Affiliates from the claims asserted in the WCFSC Dispute. The
Settlement Agreement also required the sale to WCFSC by the Partnership
and its Affiliates of certain interests of the Partnership and its
Affiliates in certain Portfolios, and the transfer by the Partnership
and its Affiliates to WCFSC of various other assets and rights. In
addition, the Settlement Agreement required the establishment of a
defense fund of $250,000 that is available to pay legal costs and fees
incurred by WCFSC to defend any and all actions which may be brought by
limited partners in the PAM Funds or the Partnership. To date no such actions
have been brought. The defense fund terminates in July of 1999. Any remaining
funds and earned interest will be distributed to the Partnership and
the PAM Funds.
The proceeds from the Settlement Agreement were allocated to the
Partnership and its Affiliates, including other PAM Funds, by the
General Partner in accordance with the respective interests of the
Partnership and its Affiliates. Accordingly, the Partnership was
allocated $4,304,815 of the total settlement proceeds.
The Settlement Agreement was approved by 88.7% of the Limited
Partners of the Partnership; 0.6% of the Limited Partners of the
Partnership disapproved the Settlement Agreement; and 10.7% of the
Limited Partners of the Partnership provided no response regarding the
approval of the Settlement Agreement.
Additionally, 91.12% of all the Limited Partners in the PAM
Funds, in the aggregate, executed a general release in favor of WCFSC.
Reorganization of Partnership.
The General Partner is considering the merger, combination,
reorganization, and rollup ("Rollup") of the PAM Funds, including the
Partnership, into Performance Asset Management Company, a Delaware
corporation ("PAMCO"). The General Partner is aware of the various
federal and state rules and regulations regarding the Rollup, and the
<PAGE>
General Partner intends to comply with those rules and regulations. In
an effort to assure compliance with those rules and regulations, the
General Partner engaged in conversations with representatives from the
State of California Department of Corporations ("Department") regarding
the Rollup. The General Partner and representatives of the Department
determined that to accommodate the purposes of the General Partner and
to expedite, as much as possible, the Rollup, that the Performance
Asset Management Fund Trust be established ("Trust"). Accordingly, on
or about December 8, 1995, the Trust was established. The Trustee of
the Trust is Michael Wachtell, Esq., with the law firm of Buchalter,
Nemer, Fields & Younger, in Los Angeles, California. As of December
31, 1997, the total amounts on deposit in the Trust totaled $7,628,216
including $2,849,998 which is for the direct benefit of the
Partnership.
Employees.
The Partnership does not have any employees. The General Partner
does not have any employees. The human resources requirements of the
Partnership for 1997 were furnished by Vision Capital Services, Corp. a
California corporation ("Vision") and an affiliate of the General
Partner. Vision was formed in January 1997 to serve as an employment
service bureau to PCM, the General Partner, and the PAM Funds. All
employees, while directly employed by Vision, work for the benefit of
PCM, the General Partner, and the PAM funds. The Partnership pays the
General Partner a fee equal to the actual wages paid by Vision. The
Partnership also reimburses Vision for any additional expenditures paid
by Vision on the Partnership's behalf. Fees and expenses paid by the
Partnership to Vision are not less favorable to the Partnership than
those that would be paid by the Partnership to equally qualified but
unaffiliated persons. In 1996 the services performed by Vision were
performed by Spectrum Capital Management, Inc. ("SCM") under a similar
reimbursement arrangement.
The Units and Distributions of Cash.
The Units in the Partnership constitute equity interests
entitling each Limited Partner to a pro rata share of cash
distributions made to the Limited Partners. The Agreement of Limited
Partnership for the Partnership ("Partnership Agreement") specifies how the
cash available for distribution, whether occurring from operations or sales or
refinancing, is to be shared among the Limited Partners and the General
Partner. The distributions payable to the Limited Partners are not
fixed in amount and depend upon the operating results and net sale or
refinancing proceeds available from the disposition of the Partnership's
assets.
Environmental Compliance.
Due to the nature of the Partnership's business and the General
Partner's business, the Partnership is not subject to any significant
costs of regulatory compliance with respect to federal, state and local
environmental laws and rulings, and does not anticipate any significant
expenses associated with such laws or rulings in the future. Due
<PAGE>
to the nature of the Partnership's business and the General Partner's
business, the Partnership is not subject to any significant costs of
regulatory compliance with respect to federal, state and local
environmental laws and rulings, and does not anticipate any significant
expenses associated with such laws or rulings in the future.
Item 2. Description of Property.
Investment Policies.
The Partnership's plan of business provides for the acquisition
of various types of income producing assets from various sources for
the purpose of generating revenue and cash available for distribution
to the Partners and can not be amended without a vote of the
Limited Partners. The present intentions of the General Partner are to
continue to acquire Portfolios. The General Partner has no current
intention of acquiring investments in real estate or interests in real
estate. The Partnership is not subject to any restrictions or
limitations on the percentage of assets which may be invested in any
one type of investment.
Property held by the Partnership.
The Partnership held the following investment property as of
December 31st:
<TABLE>
<CAPTION>
Property 1997 1996
----------------------------- ---------- ----------
<S> <C> <C>
Cash Held in Trust $2,849,998 $3,547,268
Net Investments in Portfolios 7,255,916 9,091,186
</TABLE>
The PAM Funds and the Partnership have interests in cash
and equivalents totaling $7,628,216 which was distributed by WCFSC to
the Trust and used for the benefit of, among other parties, the
Partnership. The Partnership's portion of such amounts is included as
Cash Held in Trust at December 31, 1997.
Portfolios are carried at the lower of cost or estimated net
realizable value. Amounts collected on the loans acquired by the
Partnership are treated as a reduction to the carrying basis of the
related Portfolio. Accordingly, income is not recognized by the
Partnership until recovery of 100% of the cost to the Partnership of
the respective Portfolio. Estimated net realizable value represents
the General Partner's estimate, based on its present plans and
intentions, of the present value of future collections. As a result of
the distressed nature of the loans comprising the Portfolios, no
interest is earned on outstanding balances, and there is no assurance
that the unpaid principal balances of those loans will be collected.
Any adjustments to the carrying value of the individual Portfolios are
recorded in results of operations.
Executive Office.
The General Partner's and Partnership's executive offices are
located in Newport Beach, California in a facility of approximately
15,000 square feet, which is shared among a number of affiliated
companies. Neither the General Partner nor the Partnership is a party to the
lease for these offices.
<PAGE>
Item 3. Legal Proceedings.
Legal Proceedings.
There are no legal actions pending against the Partnership nor
are any such legal actions contemplated except as specified below. The
General Partner and certain of its Affiliates are involved in the
litigation specified below.
On or about October 31, 1997, SunAmerica, Inc., a Maryland
corporation; SunAmerica Life Insurance Company, an Arizona corporation;
WCFSC; and WCFSC Special Purpose Corporation, a California corporation,
as Plaintiffs, filed a Complaint in United States District Court for
the Central District of California alleging (I) violations of Section
10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated
pursuant thereto; (ii) fraud and deceit; and (iii) gross negligence.
Specified in the Complaint as Defendants are Vincent E. Galewick,
President of the General Partner; the Partnerships; and the General
Partner ("Performance Defendants"). That Complaint, in essence,
alleges that Michael A. Joplin, the then President of WCFSC, engaged in
wrongful, deceptive and fraudulent conduct in connection with the
purchase and sale of certain securities. Additionally, that Complaint
alleges that the Performance Defendants participated in that conduct.
None of the Performance Defendants participated, either directly
or indirectly, in any wrongful, deceptive and fraudulent conduct in
connection with the purchase and sale of those securities.
As part of their settlement of various disputes with WCFSC, the
Performance Defendants entered into a thorough and comprehensive Mutual
General Release ("Release"). Pursuant to the provisions of the
Release, WCFSC, for itself and its shareholders, officers, directors,
affiliates, agents, successors, and assigns, forever and unequivocally
released, acquitted and discharged the Performance Defendants and their
officers, directors, employees, shareholders, partnerships, affiliates,
agents, successors, and assigns. Therefore, it is the opinion of
counsel for the Performance Defendants that the Performance Defendants
have been completely and unconditionally released from any liability
arising from their relationships and transactions with WCFSC.
The Performance Defendants deny each and every allegation in that
litigation matter and shall defend that litigation matter vigorously.
Moreover, Plaintiffs in that lawsuit have represented to the court that
they are amending their complaint. On or about March 10, 1998,
Plaintiffs attorney filed a declaration under penalty of perjury with
the court which stated that, Based on Plaintiffs investigations to
date, defendants Vincent Galewick, Performance Development, Inc. and
Performance Asset Management Funds, Ltd. are not expected to be named
as defendants in the amended complaint. It is the opinion of counsel
for the Performance Defendants that all the Performance Defendants may
be dismissed from that lawsuit. Moreover, it is the opinion of counsel
for the Performance Defendants that any resolution of that litigation
matter other than dismissal should be resolved favorably for the
Performance Defendants and, therefore, the resolution of that
litigation matter should not (i) affect the ability of the General
<PAGE>
Partner to function as the General Partner and manage operations of the
Partnerships, or (ii) materially and adversely affect the General
Partner or the Partnerships.
The General Partner, Income Network Company, and Vincent E.
Galewick are named as Defendants in a pending litigation matter
entitled Margarita K. Kanne and Louis H. Knoop v. Sundance Resources;
Prospect Fund, 1991 II et al. In that action the Plaintiffs allege
violations of certain provisions of the California Corporations Code
and the Securities Act and common law fraud. The General Partner,
Income Network Company, and Mr. Galewick deny each and every such
allegation in that litigation matter and are defending that litigation
matter vigorously. The causes of action alleged in that litigation
matter against the defendants regarding those violations of the
California Corporations Code and the Securities Act were dismissed by
summary adjudication entered in favor of those defendants. It is the
opinion of counsel for the General Partner that any resolution of that
litigation matter should not (i) affect the ability of the General
Partner to function as the General Partner and manage operations of the
Partnerships or (ii) materially and adversely affect the General
Partner or the Partnerships. Moreover, it is the opinion of counsel for
the Company that any resolution of that litigation matter should not
materially and adversely effect the (i) Company or (ii) the Merger.
Indemnification of General Partner.
A provision has been made in the Partnership Agreement to provide
that the General Partner shall have no liability to the Partnership for
any loss occurring because of any act or omission by the General
Partner; provided however, that the General Partner's conduct was in
the best interest of the Partnership; provided, further, however, that
the General Partner's conduct did not constitute fraud, bad faith,
gross misconduct or gross negligence. As a result, Limited Partners
may have a more limited right of action in certain circumstances than
they would in the absence of such a provision in the Partnership
Agreement.
The Partnership Agreement also provides that, to the extent
permitted by law, the Partnership shall indemnify the General Partner
against liability and related expenses (including attorney's fees)
incurred in dealings with third parties; provided, however, the conduct
of the General Partner is consistent with the standards described in
the preceding paragraph. The General Partner is not indemnified
against liabilities occurring pursuant to the provisions of the
Securities Act. The Partnership shall not pay for any insurance
insuring the liability of the General Partner or any other persons for
actions or omissions for which indemnification is not permitted by the
Partnership Agreement; provided, however, the General Partner may be an
additional insured party on policies obtained for the benefit of the
Partnership to the extent there is no additional cost to the
Partnership or decrease in the insurance proceeds payable to the
Partnership.
<PAGE>
Disclosure of Commission's Position on Indemnification for Securities Act
Liabilities
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE ACT MAY BE
PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT
TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT IN THE OPINION
OF THE COMMISSION SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN
THE ACT AND IS, THEREFORE, UNENFORCEABLE.
Bankruptcy Proceedings
The Partnership has not been a party, directly or indirectly, to
any bankruptcy, receivership, or similar proceedings.
Reorganization
The Partnership is not now a party to any material
reclassification, merger, consolidation, or purchase or sale of a
significant amount of assets not in the ordinary course of business;
provided, however, it is contemplated that the PAM Funds, including the
Partnership, shall be reorganized, merged, consolidated, and rolled up
with and into PAMCO.
Item 4. Submission of Matters to a Vote of Security Holders.
In January 1996, the General Partner submitted to the Limited
Partners for vote the acceptance of the Settlement Agreement. The
Settlement Agreement was approved by 88.7% of the Limited Partners of
the Partnership; less than 1% of the Limited Partners of the
Partnership disapproved of the Settlement Agreement; and 10.7% of the
Limited Partners of the Partnership provided no responses regarding the
approval of the Settlement Agreement.
PART II.
Item 5. Market for Units and Related Matters for Holders in Interest.
The Units are not publicly traded or transferable to other
purchases. Accordingly, no market information is provided.
As of March 1, 1998, the Partnership had 1,441 Limited Partners
holding Units of interests in the Partnership.
The Partnership provided cash distributions of $2,004,399 and
$1,433,425 to Limited Partners during the years ended December 31, 1997
and 1996, respectively. The Partnership recorded distributions of
$222,907 and $159,334 to the General Partner during the years ended
December 31, 1997 and 1996, respectively. Distributions have been
suspended in anticipation of the reorganization and merger of the
Partnership with similar affiliated Partnerships into PAMCO.
<PAGE>
Item 6. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Results of Operations
Comparison of the Year ended December 31, 1997 to the Year Ended
December 31, 1996.
Collections from the Partnership's Portfolios decreased
approximately 47% to $2,770,309 for the year ended December 31, 1997,
from $5,235,693 for the comparable period in 1996. This decrease in
collections was primarily attributable to the one-time proceeds
received from the Settlement Agreement with WCFSC in 1996 which
provided for, among other things, the sale of Partnership Portfolios to
WCFSC for proceeds of $1,947,394. Subsequent to April 1996, PCM
provided all servicing and collection services for the Partnership and
will continue to do so. The Partnership, in conjunction with PCM and
other affiliated Partnerships, also sold portions of previously
acquired Portfolios to independent third-party purchasers. Proceeds
recorded from such sales totaled $93,086 for the period ended December
31, 1997.
Collections from the Partnership's Portfolios decreased approximately
47% to $2,770,309 for the year ended December 31, 1997, from $5,235,693 for
the comparable period in 1996. This decrease in collections was primarily
attributable to the one-time proceeds received from the Settlement Agreement
with WCFSC in 1996 which provided for, among other things, the sale of
Partnership Portfolios to WCFSC for proceeds of $1,947,394. Subsequent to
April 1996, PCM provided all servicing and collection service.
Net investment income decreased approximately 43% to $85,349 from
$150,347 due to the newness of Portfolios; the Partnership has yet to
recover 100% of its investment basis in those new Portfolios. During
the year ended December 31, 1997, the Partnership held three Portfolios
in which 100% of the original cost was recovered, compared to five
investment Portfolios at December 31, 1996, one of which continues to
generate net investment income for the Partnership. The other four
Portfolios were sold in 1996 pursuant to the WCFS Settlement Agreement.
Approximately 3% of Portfolio collections received for the year ended
December 31, 1997 were reflected as net investment income, which is
comparable to the similar period in 1996.
The Partnership acquired two Portfolios during the year ended
December 31, 1997, which offset the reduction of net assets as a result
of Portfolio collections recognized as Portfolio basis reductions. The
Partnership maintains and holds one Portfolio that contributes
approximately 52% of net investment revenue and three other Portfolios
that contributed the remaining net investment revenue during the year
ended December 31, 1997.
The Partnership received proceeds from three Portfolio sales to third
parties of $93,086, of which 99% were recorded as recoveries of investment
basis and reflected as Portfolio collections for the year ended December 31,
1997. For the comparable period ended December 31, 1996, three
Portfolio sales to third parties totaled $222,753, of which 100% were recorded
<PAGE>
as recoveries of investment basis and reflected as Portfolio collections.
The General Partner believes that proceeds from both collection
proceeds and Portfolio account sales will increase in subsequent
periods.
Total operating expenses decreased approximately 29% to
$1,015,924 for the year ended December 31, 1997, from $1,433,095 for
the comparable period in 1996. This decrease is due primarily to a
reduction of professional fees of approximately 47% to $513,752, for
the fiscal year ended December 31, 1997, from $959,297 in 1996, most of
which were related to the dispute and settlement by the Partnership and
its Affiliates with WCFSC. (See Item 1 herein captioned Description
of Business Settlement with WCFSC for additional disclosure regarding
the dispute and settlement). Collection expenses increased
approximately 5% for the year ended December 31, 1997, to $239,992 from
$227,874 for the comparable period in 1996. The increase in collection
expenses is due to additional skip-tracing and other debtor location
efforts performed with respect to the Partnership Portfolio accounts.
Management fees expense decreased approximately 15% to $210,117 for the
year ended December 31, 1997, from $221,422 in 1996, which was
attributed to the reduction of investments in distressed loan
Portfolios and net assets under management.
The General Partner continuously evaluates the collectibility of
distressed loan balances, and reduces the carrying value of the
investments based on such evaluations. The Partnership has recorded an
allowance for possible Portfolio losses on investments in specific
distressed loan Portfolios of $496,279 as of December 31, 1997.
Financial Condition.
The Partnership's total assets decreased approximately 12% to
$15,296,220 as of December 31, 1997, from $17,291,452 at December 31,
1996. This decrease is primarily attributed to Portfolio collection
proceeds of $2,770,309 of which approximately 97% or $2,684,960 was
recorded as a reduction of investment Portfolio assets. The following
table is a summary of the activity of the Partnership's investments in
Portfolio assets for the year ended December 31, 1997.
Carrying Value of Portfolios, January 1, 1997 $9,091,186
Carrying Value of Portfolio Accounts Sold (93,086)
Collections of Portfolio Basis (Carrying Value) (2,591,874)
Cost of Investment Portfolio Acquired 849,690
---------
Carrying Value of Portfolios, December 31, 1997 $7,255,916
=========
<PAGE>
Liquidity and Resources.
The Partnership relies on proceeds from Portfolio collections and
sales to fund additional acquisitions of Portfolios and Partnership
working capital requirements. Portfolio collections are principally
dependent on the resources and performance of PCM. Sales of
Portfolio accounts to third parties decreased approximately 63% to
total $93,086 in 1997, compared to $222,753 in the same period of 1996.
The General Partner anticipates that proceeds from Portfolio sales will
increase in 1998.
At December 31, 1997, the Partnership had cash and equivalents
available for operations of $1,995,810 compared to $4,408,545 at
December 31, 1996. The General Partner anticipates that cash and
equivalent balances at December 31, 1997 will be sufficient to finance
current and forecasted operations. The Partnership made a deposit of
$2,858,076 on a Portfolio acquisition prior to year-end and consummated
the acquisition shortly after year-end.
The Partnership acquired two new distressed loan Portfolios in
the fiscal year ended December 31, 1997, and anticipates that the
Partnership 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 continues to believe that
the Partnership will continue to acquire low-priced distressed
Portfolios; however, the General Partner will continue to evaluate
assets with different pricing and debtor account structure to determine
whether such Portfolios can generate significant immediate cash flows
and provide additional liquidity to the Partnership.
The Partnership has made no future commitments with credit card
originators and other financial institutions to acquire Portfolio
assets. The General Partner and PCM plan to use their present contacts and
relationships to identify and acquire additional assets for the partnership at
optimal prices, and believe that they will have no difficulties in identifying
and acquiring such assets. Distributions were suspended to Limited
Partners in the third quarter of 1997 in anticipation of the
contemplated reorganization of the Partnership and the PAM Funds into
PAMCO.
Impact of Additional Partnership Acquisitions on Operations.
The General Partner 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. The General Partner
anticipates that in order to supplement such growth, PCM must continue
to increase its total number of collection representatives and other
human resources. The General Partner anticipates that existing
management will be able to supervise the additional Portfolio growth of
the Partnership, as well as facilitate any increase of the Partnership
s Portfolio sales activities. The General Partner, in conjunction with
PCM and other affiliated companies and partnerships, is seeking to
lease office space into which PCM and the Partnership plan to move
their facilities. The General Partner believes that this move will
provide the Partnership with adequate operating facilities for the
future growth of the Partnership.
<PAGE>
Trends in the Distressed Debt Industry
According to a recent report in a 1997 supplement to Collections
and Credit Risk magazine, PCM is one of the top five purchasers of bad
debt in the United States. Most of the top fifty purchasers of bad debt
maintain well-established collections operations and service and
collect on the bad debt which they purchase. A secondary layer of
competition for distressed asset portfolios are companies that buy debt
in bulk and break it up into smaller portfolios that are then resold
to collection agencies, private investors and attorneys. Traditional
collection agencies and attorneys purchase bad debt to diversify their
operations and add debt they own to contingency collection work for others.
Moreover, industry sources estimate that about a quarter of the buyers of bad
debt in 1997 were outside investors with no experience in the collections
industry who thereafter arranged for collection agencies to collect the debt,
either through joint ventures or contingency placement. While accurate figures
are elusive, it is estimated that the volume of bad debt purchased in the
United States in 1997 ranged from $12 billion to $18 billion.
The amount of debt available for sale in the industry continues to
increase. Financial institutions previously had forwarded all their
accounts after charge-off to collection agencies for further collection
activity as standard operating procedure. After being at an agency for
six to twelve months, accounts would be returned to the lender and then
forwarded to another agency, sometime as many as five times. In order
to streamline operations and control costs, many institutions are now
looking towards the sale of some of these accounts as a means to get
immediate revenue for these accounts. Additionally, not only does the
total amount of debt continue to rise year after year, but the
percentage of those debts that becomes charged-off also continues to
grow. These factors continue to create market opportunities for the
buyers of distressed financial instruments as more institutions
discover the advantages of selling their debts. The General Partner
believes that the Partnership is positioned to take advantage of these
trends in the distressed debt industry in its next fiscal year.
Year 2000 Disclosure
The General Partner recognizes that the arrival of the Year 2000
poses a unique challenge to the ability of the computer systems of PCM,
used to service, manage and collect the Portfolios of indebtedness in
which the Partnership has an interest, to recognize properly and
process date sensitive information related to the date change from
December 31, 1999 to January 1, 2000. As the century date change
occurs, date-sensitive systems may recognize the Year 2000 as 1900, or
not at all. This inability to recognize or treat properly the Year
2000 may cause computer systems to process financial and operational
information incorrectly, which could have a material adverse effect on
the Partnership's results of operations. PCM has assessed and begun
remedial work relating to PCM's computer software programs and business
processes to provide for the Partnership's ability to continue to
function effectively.
<PAGE>
In 1997, PCM began the process of identifying, evaluating and
implementing changes to PCM's computer programs necessary to address
the Year 2000 issue. The General Partner is currently addressing the
Partnership's internal Year 2000 issue by coordinating with PCM in
connection with PCM's modification of existing programs and conversions
to new programs. The General Partner is also in communication with
financial institutions and other entities with which the Partnership
conducts business to help them identify and resolve the year 2000 issue
as it relates to the Partnership's business operations. An assessment
of the readiness of those third party institutions and entities with
which the Partnership does business is ongoing. While PCM and the
General Partner are confident that PCM will complete assessment and
remediation of PCM's computer software, there can be no assurance that
the necessary modifications and conversions by those third party
institutions and entities with which the Partnership conducts business
will be completed in a timely manner, which could have a material
adverse effect on the Partnership's results of operations. The total
cost to the Partnership associated with the required modifications and
conversions is not expected to be material to the Partnership's results
of operations and financial position and is being expensed as incurred.
<PAGE>
Performance Asset Management Fund IV, Ltd.,
A California Limited Partnership
Index to Financial Statements
For the Years Ended December 31, 1997 and 1996
Report of Independent Auditors F-1
Financial Statements of Performance Asset Management
Fund IV, Ltd.,
A California Limited Partnership:
Balance Sheets as of December 31, 1997 and 1996 F-2
Statements of Operations for the years ended
December 31, 1997 and 1996 F-3
Statements of Partners' Capital (Deficit) for the
years ended December 31, 1997 and 1996 F-4
Statements of Cash Flows for the years ended
December 31, 1997 and 1996 F-5
Notes to Financial Statements F-6
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Partners of
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
We have audited the accompanying balance sheets of Performance Asset Management
Fund IV, Ltd., A California Limited Partnership ("Partnership"), as of December
31, 1997 and 1996, and the related statements of operations, partners' capital
(deficit) and cash flows for the years then ended. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Performance Asset Management
Fund IV, Ltd., A California Limited Partnership, as of December 31, 1997 and
1996, and the results of its operations and its cash flows for the years then
ended, in conformity with generally accepted accounting principles.
/S/KELLY & COMPANY
Kelly & Company
Newport Beach, California
March 6, 1998
F-1
<PAGE>
<TABLE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Balance Sheets
December 31, 1997 and 1996
ASSETS
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Cash and equivalents $1,995,810 $4,408,545
Cash held in trust 2,849,998 3,547,268
Investments in distressed loan portfolios, net 7,255,916 9,091,186
Deposit on distressed loan portfolio acquisition 2,858,076 -
Due from affiliates 231,443 136,022
Other assets 104,977 104,977
Organization costs, net - 3,454
---------- ----------
Total assets $15,296,220 $17,291,452
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $61,713 $6,351
Due to affiliates 1,225,572 350,576
---------- ----------
Total liabilities 1,287,285 356,927
---------- ----------
Commitments and contingencies
General partner's capital (no units outstanding) (1,039,077) (748,842)
Limited partners' capital (12,000 units authorized
and 11,462 and 11,472 units issued and
outstanding at December 31, 1997 and 1996,
respectively) 15,048,012 17,683,367
---------- ----------
Total partners' capital 14,008,935 16,934,525
---------- ----------
Total liabilities and partners' capital $15,296,220 $17,291,452
========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
F-2
</TABLE>
<PAGE>
<TABLE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Statements of Operations
For the Years Ended December 31, 1997 and 1996
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Portfolio collections $2,770,309 $5,235,693
Less: portfolio basis recovery 2,684,960 5,085,346
---------- ----------
Net investment income 85,349 150,347
---------- ----------
Cost of operations:
Collection expense 239,992 227,874
Management fee expense 210,117 221,422
Professional fees 513,752 959,297
General and administrative expense 52,063 24,502
---------- ----------
Total operating expenses 1,015,924 1,433,095
---------- ----------
Loss from operations (930,575) (1,282,748)
Other income:
Interest 247,298 535,431
Other 9,993 15,151
---------- ----------
Net loss ($673,284) ($732,166)
========== ==========
Net loss allocable to general partner ($67,328) ($73,217)
========== ==========
Net loss allocable to limited partners ($605,956) ($658,949)
========== ==========
Loss per limited partnership unit ($52.87) ($57.49)
========== ==========
<FN>
The accompanying notes are an integral part of the financial statements.
F-3
</TABLE>
<PAGE>
<TABLE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 1997 and 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 16 partnership units - (40,000) (40,000)
Distributions (159,334) (1,433,425) (1,592,759)
Net loss (73,217) (658,949) (732,166)
--------- ---------- -----------
Balance, December 31, 1996 (748,842) 17,683,367 16,934,525
Redemption of 10 partnership units - (25,000) (25,000)
Distributions (222,907) (2,004,399) (2,227,306)
Net loss (67,328) (605,956) (673,284)
--------- ---------- -----------
Balance, December 31, 1997 ($1,039,077) $15,048,012 $14,008,935
========= ========== ===========
<FN>
The accompanying notes are an integral part of the financial statements.
F-4
</TABLE>
<PAGE>
<TABLE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Statements of Cash Flows
For the Years Ended December 31, 1997 and 1996
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net loss ($673,284) ($732,166)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Amortization 3,454 3,670
Decrease (increase) in assets:
Due from affiliates (95,421) 544,709
Deposit on distressed loan portfolio acquisition (2,858,076) -
Other assets - 114,176
Increase (decrease) in liabilities:
Accounts payable 55,362 (38,872)
Due to affiliates 874,996 342,326
---------- ----------
Net cash provided by (used in) operating activities (2,692,969) 233,843
---------- ----------
Cash flows provided by (used in) investing activities:
Recovery of portfolio basis 2,684,960 5,085,346
Receivable from West Capital - 1,937,718
Cash held in trust 697,270 2,699,939
Purchase of investments in distressed loan
portfolios (849,690) (4,474,765)
---------- ----------
Net cash provided by investing activities 2,532,540 5,248,238
---------- ----------
Cash flows provided by (used in) financing activities:
Distributions to partners (2,227,306) (1,592,759)
Redemption of partnership units (25,000) (40,000)
---------- ----------
Net cash used in financing activities (2,252,306) (1,632,759)
---------- ----------
Net increase (decrease) in cash (2,412,735) 3,849,322
Cash at beginning of period 4,408,545 559,223
---------- ----------
Cash at end of period $1,995,810 $4,408,545
========== ==========
Supplemental Disclosure of Cash Flow Information
Cash paid during the year for:
Franchise taxes $800 $800
<FN>
The accompanying notes are an integral part of the financial statements.
F-5
</TABLE>
<PAGE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Notes to Financial Statements
1. Organization and Summary of Significant Accounting Policies
Organization and Description of Business
Performance Asset Management Fund IV, Ltd., A California Limited Partner-
ship (the "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")(the "General Partner").
The Partnership terminates at December 31, 2005. At that time, the Partner-
ship will distribute any remaining cash after payment of Partnership obliga-
tions following the sale or collection of all assets.
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% per annum of the original limited
partner capitalization yet to be returned. 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 an original maturity of three months or less. The Partnership maintains
cash balances at one bank in accounts which exceeded federally insured
limits by approximately $1,900,000 and $4,300,000 at December 31, 1997 and
1996, respectively. The Partnership uses a cash management system whereby
idle cash balances are transferred daily into a master account and invested
in high quality, short-term securities that do not enjoy the benefit of the
federal insurance. 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 the strength of the bank and has not experienced any
past losses with cash and equivalent investments.
The Partnership received interest income from these investments of $247,298
and $535,431 in 1997 and 1996, respectively.
Cash Held in Trust
The General Partner anticipates that the Partnership and PAM, PAM II, III,
and V, may, in the future, be reorganized and merged into one corporation
(Potential Merger Participant PAM Funds). In an effort to accomplish
that reorganization and merger, the General Partner, on behalf of the
Partnership and the other Potential Merger Participant PAM Funds, entered
into an agreement on December 12, 1995 with the State of California
Department of Corporations, pursuant to the provisions of which the
Performance Asset Management Fund Trust ("Trust") was created. These
funds held in trust are
F-6
<PAGE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Notes to Financial Statements
1. Organization and Summary of Significant Accounting Policies, Continued
Cash Held in Trust, Continued
subject to the terms of the Trust Agreement. The Trust was the recipient of
a portion of the funds resulting from the settlement of certain then pending
litigation between the Partnership and its affiliates and West Capital
Financial Services Corp. ("WCFSC") and its affiliates. The trust fund
balance must exceed $5,000,000 among all other Potential Merger Participant
PAM Funds. The Trust will terminate and the trustee will distribute all
of the remaining funds held by the trustee on August 18, 1998 if
reorganization and merger is not completed by such date. The Partner-
ship's share of the Trust's funds at December 31, 1997 and 1996 was
$2,849,998 and $3,547,268.
Investment in Distressed Loan Portfolios and Revenue Recognition
Investments in distressed loan portfolios are carried at the lower of cost
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 and are reported in the Statement of Operations as portfolio
basis recovery. Under the cost recovery method of revenue recognition used
by the Partnership, income is not recognized until 100% recovery of the
carrying value 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 out-
standing balances, and there is no assurance that the unpaid balances of
these investments will ultimately be collected. Any adjustments reducing
the carrying value of the individual portfolios are recorded in the results
of operations.
Deposit on Distressed Loan Portfolio Acquisition
The Partnership made a deposit on a portfolio acquisition prior to year end.
The acquisition was consummated shortly after year end.
Organization Costs, Net
Organization costs include legal and other professional fees incurred
related to the initial organization of the Partnership. These costs have
been capitalized and amortized using the straight-line method over five
years ending in 1997. Accumulated amortization at December 31, 1997 and
1996, totaled $18,350 and $14,896, respectively.
Professional Expenses
Professional expenses are incurred in relation to ongoing accounting and
legal assistance.
F-7
<PAGE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Notes to Financial Statements
1. Organization and Summary of Significant Accounting Policies, Continued
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 estimates.
Financial Statement Classification
Certain amounts within the 1996 financial statements have been reclassified
in order to conform with the 1997 financial statement presentation.
2. Investments in Distressed Loan Portfolios, Net
Investments in distressed loan portfolios consist primarily of charged-off
credit card accounts and consumer loan balances, such as auto and personal
lines of credit, originated by independent third-party financial institu-
tions located throughout the United States. In addition, the Partnership
acquired portfolios of defaulted consumer debts which were rewritten under
terms different from the original obligation. The fair value of these
investments was determined by discounting the estimated future cash
collections on such investments during the estimated portfolio holding
period using a discount rate commensurate with the risks involved.
The discount rate converts the individual portfolio's expected future cash
flows to a calculated present value. The Partnership utilized an industry
specific discount rate from Ibbotsen's Cost of Capital Yearbook 1998 which
considered information for the 1997 year. The Partnership utilized the cost
of capital rate experienced in 1997 by personal finance companies. The
Partnership selected the personal finance companies' data as it most closely
reflected comparable economic risk levels and the type of business opera-
tions encountered.
At December 31, 1997 and 1996, investments in distressed loan portfolios
consisted of the following:
<TABLE>
1997
--------------------
<CAPTION>
Carrying Fair
Amount Value
-------- ---------
<S> <C> <C>
Credit card accounts $5,274,087 $8,422,640
Consumer loans 1,666,157 3,190,423
Notes secured by deeds of trust 315,672 315,672
---------- -----------
$7,255,916 $11,928,735
========== ===========
</TABLE>
F-8
<PAGE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Notes to Financial Statements
2. Investments in Distressed Loan Portfolios, Net, Continued
<TABLE>
1996
--------------------
<CAPTION>
Carrying Fair
Amount Value
--------- ----------
<S> <C> <C>
Credit card accounts $6,947,644 $10,485,070
Consumer loans 1,795,999 3,050,595
Notes secured by deeds of trust 347,543 347,543
---------- -----------
$9,091,186 $13,883,208
========== ===========
</TABLE>
At December 31, 1997 and 1996, the allowance for possible losses on invest-
ments in specific distressed loan portfolios consisted of the following:
<TABLE>
1997
----------------------------------
<CAPTION>
Allowance for
Investment Portfolio Carrying
Balance Losses Amount
---------- ------------ --------
<S> <C> <C> <C>
Credit card accounts $5,770,366 ($496,279) $5,274,087
Consumer loans 1,666,157 - 1,666,157
Notes secured by deeds of trust 315,672 - 315,672
--------- -------- ---------
$7,752,195 ($496,279) $7,255,916
========== ======== =========
1996
----------------------------------
Allowance for
Investment Portfolio Carrying
Balance Losses Amount
---------- ------------ --------
Credit card accounts $7,461,644 ($514,000) $6,947,644
Consumer loans 1,795,999 - 1,795,999
Notes secured by deeds of trust 347,543 - 347,543
--------- -------- ---------
$9,605,186 ($514,000) $9,091,186
========== ======== =========
</TABLE>
The Partnership continuously evaluates the collectibility of distressed
loan balances, and reduces the carrying value of the investments based on
such evaluations. The Partnership has recorded a reserve for possible
losses on investments in specific distressed loan portfolios of $496,279
and $514,000 at December 31, 1997 and 1996, respectively.
F-9
<PAGE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Notes to Financial Statements
3. Related Party Transactions
The Partnership has entered into several fee and cost reimbursement
arrangements with affiliated corporations controlled by the General Partner
and/or its sole shareholder, excluding PCM, most of which are provided for
and documented in the limited partnership agreement and the offering
prospectus. In the case of PCM, there is a minority shareholder who holds
one and one-half per cent of the outstanding stock. The affiliated
corporations are owned by one individual. The affiliated corporations and
other affiliated entities are identified below:
Affiliated Corporations:
Performance Development, Inc. ("PDI")
Performance Capital Management ("PCM")
Vision Capital Service Corp.("Vision")
Spectrum Capital Management, Inc. ("Spectrum")
Other Affiliated Entities
Performance Asset Management Fund, Ltd. and
Performance Asset Management Funds II, III, V and VI, Ltd. ("PAM Funds")
PDI was formed as a California corporation in June 1990 to engage in
various aspects of the investment banking industry. PDI is also the General
Partner for the PAM Funds and various other California limited partnerships.
PDI, in accordance with the limited partnership agreement and offering
prospectus, is reimbursed for legal, accounting, and other costs relating to
the limited partnership. In addition, the Partnership pays PDI an annual
management fee of 2.5% of the net asset value of the Partnership portfolio
assets during the operating phase of the Partnership in accordance with the
provisions of the limited partnership agreement. As the General Partner in
the Partnership, PDI is also entitled to a portion of periodic distributions
to partners, in accordance with the provisions of the limited partnership
agreement.
PDI's management fees incurred and recorded by the Partnership totaled
$210,117 and $221,422 for the years ended December 31, 1997 and 1996,
respectively. The Partnership also recorded capital distributions to PDI
of $222,907 and $159,334 for the years ended December 31, 1997 and 1996,
respectively. At December 31, 1997 and 1996, the Partnership had amounts
owed to PDI recorded as amounts due to affiliates of $530,315 and $349,497,
respectively.
PCM was formed as a California corporation in February 1993, and since its
formation has performed services for the Partnership and the PAM Funds
relative to locating, evaluating, negotiating, acquiring, servicing, and
collecting investments in distressed loan portfolios. PCM acquires
distressed loan portfolios from third-parties and sells the portfolios to
the Partnership for amounts determined by the General Partner to be
F-10
<PAGE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Notes to Financial Statements
3. Related Party Transactions, Continued
reasonable, customary, and competitive in light of the size, type and
character of the acquired portfolios and consistent with the limited
partnership agreement. The Partnership also enters into agreements with
PCM to collect and service the acquired portfolios. The agreements
generally provide that all proceeds generated from the collection of
portfolio assets will be shared by the parties in proportion to their
respective distribution interests, generally 55% to 65% for the
Partnership and 35% to 45% for PCM. The Partnership also reimburses
PCM for certain costs incurred in the collection of portfolio assets.
For the years ended December 31, 1997 and 1996, the Partnership was charged
$239,992 and $227,874, respectively, by PCM for collection expenses which
included but were not limited to collection letters that were sent out to
the debtors, debtor tracers utilized in an attempt to locate current
debtors, and administration costs incurred when setting up each debtor
profile in the PCM information database.
For the years ended December 31, 1997 and 1996, PCM sold to the Partnership
two portfolios and twelve portfolios, respectively, and recorded acquisition
fees for these portfolios of $111,887 and $1,181,569, respectively. These
acquisition fees have been included in the carrying value of the related
Partnership investments.
The Partnership had three portfolio sales for $93,086 in the year ended
December 31, 1997, and three portfolio sales for $222,753 in the year ended
December 31, 1996. PCM effects the sale of the portfolios for the
Partnership to non-related third parties and retains 15% of the proceeds as
a commission.
The Partnership had a net amount due to affiliates of $994,129 and $214,554
at December 31, 1997 and 1996, respectively. For the year ended December
31, 1997, no payments were made on this balance.
Vision was formed in January 1997 to serve as an employment service bureau
to PCM, PDI and the PAM Funds. All employees, while directly employed by
Vision, work for the benefit of PCM, PDI and the PAM Funds. The
Partnership pays PDI a fee equal to the actual wages paid to Vision. In 1996
the services performed by Vision were performed by Spectrum under a similar
reimbursement arrangement.
4. Settlement with West Capital Financial Services Corp.
On April 8, 1994, the General Partner, on behalf of the Partnership and the
other Potential Merger Participant PAM Funds, entered into a Stock
Acquisition Agreement ("Stock Agreement") with WCFSC, for the purpose of
acquiring 50% of the then issued and out-standing no par common shares of
WCFSC. The Stock Agreement provided that the Partnership and the other
Potential Merger Participant PAM Funds would receive credits for approx-
imately $1,881,950 due them from WCFSC. The Partnership and the other
Potential Merger Participant PAM Funds would then remit cash in the
amount of $1,970,000 that was payable during the five month period
subsequent to the agreement date of the transaction.
F-11
<PAGE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Notes to Financial Statements
4. Settlement with West Capital Financial Services Corp., Continued
Certain differences of opinion developed between the General Partner and
WCFSC regarding the terms and conditions of the Stock Agreement. As a
result, the General Partner, for the benefit of the Partnership and the
other Potential Merger Participant PAM Funds, commenced litigation
against WCFSC and certain of its affiliates ("WCFSC Dispute").
On February 8, 1996, the parties to the WCFSC Dispute entered into a
Settlement Agreement and Mutual General Release ("Settlement Agreement")
for the purpose of settling and resolving any and all disputes existing
between the various parties to the WCSFC Dispute. The Settlement Agreement
resulted in the dismissal of the WCFSC Dispute, release by all parties of
all claims against other involved parties, including those claims relating
to the Stock Agreement, and the assignment and transfer by the Partnership
and the other Potential Merger Participant Pam Funds to WCFSC of certain
distressed loan portfolios.
The Settlement Agreement required that WCFSC pay to the Partnership and
its affiliates $16,194,850 in exchange for the general release as well as
the transfer to WCFSC by the Partnership and the other Potential Merger
Participant PAM Funds of certain interests in certain distressed loan
portfolios, and the transfer of various other assets and rights. In
addition, the Settlement Agreement required the establishment of a
defense fund of $250,000 from the proceeds which has been available to
pay legal fees and costs incurred by WCFSC to defend any and all actions
which may be brought by limited partners of the Partnership and the other
Potential Merger Participant PAM Funds. To date no such actions have
been brought and no funds have been expended. The defense fund
terminates in July 1999. Any remaining funds and earned interest will be
distributed to the Partnership and the other Potential Merger Participant
PAM Funds.
The proceeds from the Settlement Agreement were allocated to the Partnership
and its affiliates, including the other Potential Merger Participant PAM
Funds, by the General Partner in accordance with the respective interests
of the Partnership and those affiliates. Accordingly, the Partnership
was allocated $4,304,815 of the total settlement proceeds (see Note 1 -
Cash Held in Trust).
The Settlement Agreement was approved by 88.7% of the limited partners of
the Partnership; only 0.6% of the limited partners of the Partnership
disapproved; and 10.7% of the limited partners of the Partnership provided
no responses. A general release in favor of WCFSC was executed by 91.12%
of all the limited partners in the Partnership and the other Potential
Merger Participant PAM Funds.
5. Partners' Capital
In July 1997 the distributions to partners were suspended in anticipation
of the reorganization (See Note 1 - Cash Held in Trust). For the years
ended December 31, 1997 and 1996, the Partnership had 11,462 and 11,472
partnership units, respectively, outstanding of the 12,000 partnership
units authorized.
F-12
<PAGE>
Performance Asset Management Fund IV, Ltd.
A California Limited Partnership
Notes to Financial Statements
5. Partners' Capital, Continued
The loss per partnership unit is calculated by dividing the total limited
partner net loss by the number of limited partnership units issued and
outstanding as of December 31, 1997 and 1996. The General Partner did not
own any partnership units as of December 31, 1997 and 1996. Therefore, a
calculation was not made on its behalf.
6. Disclosures about Fair Value of Financial Instruments
The carrying amounts reported on the Balance Sheet for cash and cash
equivalents approximate fair value due to the short-maturity of these
instruments.
The carrying values of due to affiliates and due from affiliates
approximate fair value.
The fair value of investment in distressed loan portfolios is addressed in
Note 2 - Investments in Distressed Loan Portfolios.
7. Year 2000 Disclosure
In 1997, PCM began the process of identifying, evaluating and implementing
changes to PCM's computer programs necessary to address the Year 2000
issue. The General Partner is currently addressing the Partnership's
internal Year 2000 issue by coordinating with PCM in connection with PCM's
modification of existing programs and conversions to new programs. The
General Partner is also in communication with financial institutions and
other entities with which the Partnership conducts business to help them
identify and resolve the Year 2000 issue as it relates to the Partnership's
business operations. An assessment of the readiness of those third party
institutions and entities with which the Partnership does business is
ongoing. While PCM and the General Partner are confident that PCM will
complete the assessment and remediation of PCM's computer software, there
can be no assurance that the necessary modifications and conversions by
those third party institutions and entities with which the Partnership
conducts business will be completed in a timely manner, which could have a
material adverse effect on the Partnership's results of operations. The
total cost to the Partnership associated with the required modifications
and conversions is not expected to be material to the Partnership's results
of operations and financial position and is being expensed as incurred.
8. New Pronouncements
Management has reviewed the following new pronouncements issued in 1997
by the Financial Accounting Standards Board ("FASB"): FASB 128, Earnings
Per Share; FASB 129, Disclosure of Information about Capital Structure;
FASB 130, Reporting on Comprehensive Income; FASB 131, Disclosures about
Segments of an Enterprise and Related Information; and SOP 96-1, Environ-
mental Redemption Liabilities. Management believes these pronouncements
would not have a material impact to the Partnership.
F-13
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
PART III.
Item 9. Directors, Executive Officers, Promoters and Control Persons.
The directors and principal executive officers of the General Partner
are as specified on the following table:
Name Age Position
Vincent E. Galewick 38 President, Secretary, and Sole
Director
Michael A. Cushing 38 Chief Financial Officer
Vincent E. Galewick is the President, Secretary, sole director
and sole shareholder of the General Partner. Mr. Galewick has been the
sole director of the General Partner since the formation of the
Partnership. Mr. Galewick has acted in this capacity for the General
Partner since the formation of the General Partner in 1990.
As the President and original shareholder of the General Partner,
Mr. Galewick has been instrumental in the selection, negotiation, and
acquisition of approximately 150 Portfolios with original obligations
of over $2.1 billion. Those Portfolios are collectively owned and
managed by the Partnership and the other PAM Funds.
In January 1989, Mr. Galewick became affiliated with Income
Network Company, working as a Registered Principal. Income Network
Company is a member Broker/Dealer of the National Association of
Securities Dealers, Inc. ("NASD") and has been such a member since
March 14, 1988. In March of 1992, Mr. Galewick purchased all of the
common stock of Income Network Company. Income Network Company is an
Affiliate of the General Partner and specializes in direct
participation programs. Mr. Galewick continues as a Registered
Principal of Income Network Company and holds Series 6, 22, 24, 39, and
63 securities licenses. In addition, Mr. Galewick is currently the
President, Secretary, and sole director of PCM.
Michael A. Cushing is the Chief Financial Officer of the General
Partner. Mr. Cushing graduated from the University of California at
Santa Barbara with a Bachelor of Arts in Business Economics. Mr.
Cushing became licensed as a Certified Public Accountant in the State
of California while employed by the accounting firm of Coopers and
Lybrand.
Mr. Cushing has served in various capacities with the General
Partner and its Affiliates, including acquisition consultant, director
of operations and Chief Financial Officer for the General Partner and
certain of its Affiliates since March 1992.
From January of 1989 to November of 1991, Mr. Cushing served as
Vice President of Real Estate and corporate Secretary for the general
partner of Bay Plaza Partnership, a master developer of a planned 1.4
million square foot, $240 million downtown redevelopment project for
the city of St. Petersburg, Florida.
Item 10. Executive Compensation.
Specified below, in tabular form, is the aggregate annual
remuneration of each of the 3 highest paid persons who are officers or
directors of the General Partner as a group during the Partnership's
most recent fiscal year.
Name of individual or Capacities in which
Identity of Group Remuneration was Received Remuneration
--------------------- ------------------------- ------------
None** None None
**The officers and directors of the General Partner receive no
direct compensation from the Partnership. The officers and directors
of the General Partner are part of the human resources provided to the
General Partner by Vision. As a result, the officers and directors of
the General Partner receive their remuneration from Vision and from its
predecessor, SCM. In fiscal 1997, Vincent E. Galewick and Michael A. Cushing
received a total of $20,326 from Vision and its predecessor which was charged
to the Partnership. Of this, Vincent Galewick received $15,454 and Michael
Cushing received $4,872, compared to $23,181 for Mr. Galewick in 1996 and
$4,884 for Mr. Cushing in 1996.
Item 11. Security Ownership of Certain Beneficial Owners and
Management.
No person or groups are beneficial owners of 5% or more of the
total Units.
Security Ownership of Management.
The directors and principal executive officers of the General
Partner do not hold any Units. Vincent E. Galewick is the President,
Secretary, sole director and sole shareholder of the General Partner.
As specified above, Mr. Galewick is also the President, Secretary,
Chief Financial Officer, sole director, and sole shareholder of Income
Network Company, an Affiliate of the General Partner which served as
the Placement Manager for the offer and sale of the Partnerships
Units. Mr. Galewick is also the President, Secretary, sole director of
PCM, which, as specified above, is an Affiliate of the General Partner
and provides certain due diligence, portfolio servicing and acquisition
services for the Partnership. Mr. Galewick is also the President,
Secretary, sole director, and sole shareholder of Vision, which, as
specified above, is an affiliate of the General Partner and which
provides human resources to the General Partner.
Changes in Control.
The General Partner is not aware of any arrangements which may
result in changes in control as that term is defined by the
provisions of Item 403(c) of Regulation S-B, other than a proposal,
currently under consideration by the General Partner, pursuant to which
the PAM Funds, including the Partnership, would merge with and into
PAMCO. The result of the proposed merger would be that a series of
interrelated changes to the current organizational form of PAMCO would
be implemented, including (a) merging the Partnership and the PAM Funds
with and into PAMCO, as a result of which PAMCO would be the sole
surviving entity; (b) terminating the PAM Funds, including the
Partnership, and (c) converting the Limited Partners interests in the
Partnership into common shares of stock issued by PAMCO.
The merger proposal has been approved by the Board of Directors
of the General Partner; provided, however, the merger proposal has not
been submitted to the shareholders of the General Partner for approval.
The merger proposal but may not be approved by the Limited Partners of
the PAM Funds, including the Partnership.
Item 12. Certain Relationships and Related Transactions.
Compensation to the General Partner and Affiliates.
Other than as specified herein, no compensation is paid to the
General Partner, although the General Partner is reimbursed for certain
expenses that the General Partner or the Affiliates of the General
Partner have advanced on behalf of the Partnership. These compensation
arrangements have been established by the General Partner and are not
the result of arm's length negotiations.
Management Fee to General Partner.
The General Partner receives an annual and ongoing fee for the
management of the affairs of the Partnership equal to 2-1/2% of the net
asset value of the Partnership's assets, which is defined as the total
of the (i) lower of the (a) market value, as determined by the General
Partner on an annual basis, or (b) cost to the Partnership of non-
performing assets and (ii) principal balances of performing assets.
The management fee is earned by the General Partner on an annual basis
and is paid to the General Partner pro rata on a monthly basis. During
the years ended December 31, 1997 and 1996, the Partnership incurred
management fees due to the General Partner of $210,117 and $221,422,
respectively.
Reimbursement of Expenses.
The General Partner has been reimbursed for reasonable and
necessary expenses paid or incurred by the General Partner regarding
the operation of the Partnership, including any legal and accounting
fees and costs and fees of consultants, collection agencies, and other
related services.
General Partner's Interest in Partnership Items.
The General Partner has and shall continue to have a present and
continuing 10% interest in all Partnership allocations of net income
and loss, taxable income and loss, credits, deductions, and
distributions until the Limited Partners have received cash
distributions from the Partnership in an amount equal to 100% of their
contributions to the capital of the Partnership ("Capital Contributions")
plus an amount equal to 6% per annum of their Capital Contributions
for each year their Capital Contributions remain unreturned (which
shall accumulate until recovery). The 6% return shall be calculated on
the balances in the Limited Partners' capital accounts with the
Partnership on the dates of distribution. Then the General Partner
shall receive 30% of all allocations. If the Limited Partners have
received cash distributions from the Partnership in an amount equal to
100% of their Capital Contributions by the time the Partnership is
liquidated, the General Partner shall receive 30% of any distributions
upon liquidation. Otherwise, the General Partner shall receive 10% of
such distributions until the Limited Partners have received cash equal
to 100% of their Capital Contributions. During the years ended
December 31, 1997 and 1996, the Partnership recorded distributions to
the General Partner of $222,907 and $159,334, respectively.
Compensation to Performance Capital Management.
PCM was formed in February of 1993 to perform services related to
locating, evaluating, negotiating, acquiring, servicing, and collecting
Portfolios. PCM acquires Portfolios from third-party financial
institutions and sells the Portfolios to the Partnership and the other
PAM Funds at cost plus an acquisition fee of approximately 20% to 37%
as provided in the related purchase agreements. The Partnership also
enters into joint venture agreements with PCM to collect and service
the Portfolios. The joint venture agreements generally provide for
distributions of all proceeds generated from the collection of the
Portfolios to the venturers in proportion to their respective
percentage interests, generally, 55% to 65% for the Partnership and 35%
to 45% for PCM. The Partnership also reimburses PCM for certain costs
associated with the collection of the Portfolios.
The Partnership sold two Portfolios for $93,086 in the year ended
December 31, 1997 and three Portfolios for $222,753 in the year ended
December 31, 1996. PCM effects the sale of the Portfolios for the
Partnership to non-related third parties and retains 15% of the
proceeds as a commission.
For the years ended December 31, 1997 and 1996, the Partnership
purchased two Portfolios and twelve portfolios from PCM, respectively,
and recorded acquisition fees for these Portfolios of $111,887 and
$1,181,569, respectively. Also, for the years ended December 31, 1997
and 1996, the Partnership recorded collection costs payable to PCM of
$239,992 and $227,874 respectively.
Item 13. 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 Partnership's Form 10-KSB, dated March
31, 1997, in which that Certificate of Limited Partnership was included
as an exhibit. The Partnership, by this reference, makes that
Certificate of Limited Partnership a part of this Form 10-KSB.
** Reference is made to the Partnership's Form 10-KSB, dated March 31,
1997, in which that Agreement of Limited Partnership was included as an
exhibit. The Partnership, by this reference, makes that Agreement of
Limited Partnership a part of this Form 10-KSB.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
Partnership caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 31, 1998 Performance Asset Management Fund IV, Ltd.,
A California Limited Partnership (Registrant)
By: /S/Performance Development, Inc.,
a California corporation
Its: General Partner
By: /S/Vincent E. Galewick
Its: President
In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Dated: March 31, 1998 Performance Asset Management Fund IV, Ltd.,
A California Limited Partnership (Registrant)
By: /S/Performance Development, Inc.,
a California corporation
Its: General Partner
By: /S/Vincent E. Galewick
Its: Sole Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION FROM THE FORM
10-KSB FOR THE YEAR ENDED DECEMBER 31, 1997 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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<S> <C>
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<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
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</TABLE>
