REAL ESTATE ASSOCIATES LTD IV
10-Q, 1996-11-14
REAL ESTATE
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                   FORM 10-Q


                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

               For the Quarterly Period Ended SEPTEMBER 30, 1996

                         Commission File Number 2-74063

                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A California Limited Partnership)

                 I.R.S. Employer Identification No. 95-3718731

                         9090 WILSHIRE BLVD., SUITE 201
                          BEVERLY HILLS, CALIF.  90211

                         Registrant's Telephone Number,
                       Including Area Code (310) 278-2191


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


                              Yes  X     No
                                  ----      ----
<PAGE>   2
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1996



<TABLE>
<S>                                                                                                        <C>
PART I.  FINANCIAL INFORMATION

      Item 1.  Financial Statements

               Balance Sheets, September 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . .   1

               Statements of Operations,
                     Nine and Three Months Ended September 30, 1996 and 1995    . . . . . . . . . . . . .   2

               Statement of Partners' Equity (Deficiency),
                     Nine Months Ended September 30, 1996   . . . . . . . . . . . . . . . . . . . . . . .   3

               Statements of Cash Flows,
                     Nine Months Ended September 30, 1996 and 1995    . . . . . . . . . . . . . . . . . .   4

               Notes to Financial Statements   . . . . . . . . . . . .  . . . . . . . . . . . . . . . . .   5

      Item 2.  Management's Discussion and Analysis of Financial
                     Condition and Results of Operations    . . . . . . . . . . . . . . . . . . . . . . .   9

PART II.  OTHER INFORMATION

      Item 1.  Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

      Item 6.  Exhibits and Reports on Form 8- K  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

     Signatures   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
</TABLE>
<PAGE>   3
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995


                                     ASSETS

<TABLE>
<CAPTION>
                                                     1996             1995
                                                  (Unaudited)       (Audited)  
                                                 -------------    -------------
<S>                                              <C>              <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)     $  3,198,206     $  3,221,339

CASH AND CASH EQUIVALENTS (Note 1)                  6,516,237        5,561,045

SHORT TERM INVESTMENTS (Note 1)                       125,000          125,000

OTHER  ASSETS                                          50,000           90,000 
                                                 -------------    -------------

          TOTAL ASSETS                           $  9,889,443     $  8,997,384
                                                 =============    =============


             LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY)

LIABILITIES:
     Notes payable (Notes 1 and 5)               $  1,230,743     $  1,230,743
     Interest payable (Notes 1 and 5)                 348,898          407,511
     Accounts payable                                  21,678           29,327 
                                                 -------------    -------------

                                                    1,601,319        1,667,581 
                                                 -------------    -------------

COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)

PARTNERS' EQUITY (DEFICIENCY):
     General partners                                (189,149)        (198,732)
     Limited partners                               8,477,273        7,528,535 
                                                 -------------    -------------

                                                    8,288,124        7,329,803 
                                                 -------------    -------------
           TOTAL LIABILITIES AND PARTNERS'
                EQUITY (DEFICIENCY)              $  9,889,443     $  8,997,384
                                                 =============    =============
</TABLE>




The accompanying notes are an integral part of these financial statements.





                                       1
<PAGE>   4
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

            NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                  (Unaudited)


<TABLE>
<CAPTION>
                                            Nine months      Three months     Nine months     Three months
                                               ended            ended            ended            ended
                                           Sept. 30, 1996   Sept. 30, 1996   Sept. 30, 1995   Sept. 30, 1995
                                           --------------   --------------   --------------   --------------
<S>                                        <C>              <C>              <C>              <C>
INTEREST INCOME                            $     127,157    $      48,289    $     113,642    $      41,100 
                                           --------------    -------------   --------------   --------------

OPERATING EXPENSES:
    Legal and accounting                          89,969           19,485           89,969           13,545
    Management fees - general partner            379,044          126,348          379,044          126,348
    Interest (Note 1)                             92,250           30,750           92,250           30,750
    Administrative  (Note 3)                      50,233           13,545           31,609            9,783 
                                           --------------    -------------   --------------   --------------

TOTAL OPERATING EXPENSES                         611,496          190,128          592,872          180,426 
                                           --------------    -------------   --------------   --------------

LOSS FROM OPERATIONS                            (484,339)        (141,839)        (479,230)        (139,326)

DISTRIBUTIONS FROM LIMITED
      PARTNERSHIPS RECOGNIZED
      AS INCOME (Note 2)                       1,082,660           70,005        1,331,813          198,115

EQUITY IN INCOME OF LIMITED
      PARTNERSHIPS AND AMORTI-
      ZATION OF ACQUISITION COSTS                360,000          120,000          396,000          132,000 
                                           --------------    -------------   --------------   --------------

NET INCOME                                 $     958,321     $     48,166    $   1,248,583    $     190,789
                                           ==============    =============   ==============   ==============


NET INCOME PER LIMITED
     PARTNERSHIP INTEREST (Note 1)         $          73     $          4    $          95    $          14
                                           ==============    =============   ==============   ==============
</TABLE>


The accompanying notes are an integral part of these financial statements.





                                       2
<PAGE>   5
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                  STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)

                      NINE MONTHS ENDED SEPTEMBER 30, 1996

                                  (Unaudited)


<TABLE>
<CAPTION>
                                         General          Limited
                                         Partners         Partners             Total 
                                       ------------     ------------     ------------
<S>                                    <C>              <C>              <C>
PARTNERSHIP INTERESTS,
   September 30, 1996                                        13,202
                                                        ============


EQUITY (DEFICIENCY),
   January 1, 1996                     $  (198,732)     $ 7,528,535      $ 7,329,803

   Net income for the nine months
   ended September 30, 1996                  9,583          948,738          958,321 
                                       ------------     ------------     ------------

EQUITY (DEFICIENCY),
   September 30, 1996                  $  (189,149)     $ 8,477,273      $ 8,288,124
                                       ============     ============     ============
</TABLE>


The accompanying notes are an integral part of these financial statements.





                                       3
<PAGE>   6
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS

                 NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                    1996              1995   
                                                                ------------     ------------
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                   $   958,321      $ 1,248,583
   Adjustments to reconcile net income to net cash provided
      by operating activities:
         Equity in income of limited partnerships and amorti-
            zation of additional basis and acquisition costs       (360,000)        (396,000)
         Decrease (increase)  in advances to limited partnership     40,000          (85,000)
         Decrease in accounts payable and interest payable          (66,262)         (68,596)
                                                                ------------     ------------

            Net cash provided by operating activities               572,059          698,987 
                                                                ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Distributions from limited partnerships
        recognized as return of capital                             383,133          333,198 
                                                                ------------     ------------


NET INCREASE IN CASH AND CASH EQUIVALENTS                           955,192        1,032,185

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                    5,561,045        4,594,174 
                                                                ------------     ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $ 6,516,237      $ 5,626,359
                                                                ============     ============
</TABLE>


The accompanying notes are an integral part of these financial statements.





                                       4
<PAGE>   7
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                         NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       GENERAL

       The information contained in the following notes to the financial
       statements is condensed from that which would appear in the annual
       audited financial statements; accordingly, the financial statements
       included herein should be reviewed in conjunction with the financial
       statements and related notes thereto contained in the annual report for
       the year ended December 31, 1995 filed by Real Estate Associates Limited
       IV (the "Partnership").  Accounting measurements at interim dates
       inherently involve greater reliance on estimates than at year end.  The
       results of operations for the interim period presented are not
       necessarily indicative of the results for the entire year.

       In the opinion of the Partnership, the accompanying unaudited financial
       statements contain all adjustments (consisting primarily of normal
       recurring accruals) necessary to present fairly the financial position
       as of September 30, 1996 and the results of operations for the nine and
       three months then ended and changes in cash flows for the nine months
       then ended.

       The general partners have a 1 percent interest in profits and losses of
       the Partnership.  The limited partners have the remaining 99 percent
       interest which is allocated in proportion to their respective individual
       investments.  National Partnership Investments Corp.  (NAPICO) is the
       corporate general partner of the Partnership.

       USE OF 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 reported amounts of revenues and expenses
       during the reporting period.  Actual results could differ from those
       estimates.

       METHOD ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS

       The investment in limited partnerships is accounted for on the equity
       method.  Acquisition and selection fees and other costs related to the
       acquisition of the projects have been capitalized as part of the
       investment account.

       NET INCOME PER LIMITED PARTNERSHIP INTEREST

       Net income per limited partnership interest was computed by dividing the
       limited partners' share of net income by the number of limited
       partnership interests outstanding during the year.  The number of
       limited partnership interests was 13,202 for the periods presented.





                                       5
<PAGE>   8
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents consist of cash and bank certificates of
         deposit with an original maturity of three months or less.

         SHORT TERM INVESTMENTS

         Short term investments consist of bank certificates of deposit with
         original maturities ranging from more than three months to twelve
         months.  The fair value of these securities, which have been classified
         as held for sale, approximates their carrying value.

         INCOME TAXES

         No provision has been made for income taxes in the accompanying
         financial statements since such taxes, if any, are the liability of the
         individual partners.

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

         The Partnership holds limited partnership interests in twenty-two
         limited partnerships.  In addition, the Partnership holds a general
         partner interest in REA II.  NAPICO is also a general partner in REA
         II. REA II, in turn, holds limited partner interests in seven
         additional limited partnerships.  In total, therefore, the Partnership
         holds interests, either directly or indirectly through REA II, in
         twenty-nine partnerships which own residential rental projects
         consisting of 2,783 apartment units.  The mortgage loans of these
         projects are insured by various governmental agencies.

         The Partnership, as a limited partner, is entitled to between 80
         percent and 99 percent of the profits and losses of the limited
         partnerships it has invested in directly.  The Partnership is also
         entitled to 99.9 percent of the profits and losses of REA II.  REA II
         is entitled to a 99 percent interest in each of the limited
         partnerships in which it has invested.

         Equity in loss of the limited partnerships is recognized until the
         investment balance is reduced to zero.  Losses incurred after the
         limited partnership investment account is reduced to zero are not
         recognized.

         Distributions from the limited partnerships are accounted for as a
         return of capital until the investment balance is reduced to zero or to
         a negative amount equal to further capital contributions required.
         Subsequent distributions received are recognized as income.

         Certain of the Partnership's investments involved purchases of
         partnership interest from partners who subsequently withdrew from the
         operating partnership.  The Partnership is obligated on non-recourse
         notes payable of $1,230,743 bearing interest at 10 percent, to the
         sellers of the partnership interests.  The notes and the related
         interest are payable by the Partnership through REA II, and have
         principal maturity dates ranging from 2015 to 2022 or upon sale or
         refinancing of the underlying partnership





                                       6
<PAGE>   9
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1996

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS (CONTINUED)

         properties.  The notes are collateralized by REA II's investment in
         the respective limited partnerships and are payable only out of cash
         distributions from the investee partnerships as defined in the notes.
         Unpaid interest is due at maturity of the notes.

         The following is a summary of the investment in limited partnerships
         as of September 30, 1996:

<TABLE>
         <S>                                                                           <C>
         Balance, beginning of period                                                  $3,221,339
         Equity in income of limited partnerships                                         495,000
         Distributions recognized as a return of capital                                 (383,133)
         Amortization of acquisition costs                                               (135,000)
                                                                                       ---------- 

         Balance, end of period                                                        $3,198,206
                                                                                       ==========
</TABLE>

         The following are unaudited combined estimated statements of
         operations for the nine and three months ended September 30, 1996 and
         1995 for the limited  partnerships in which the Partnership has
         investments:

<TABLE>
<CAPTION>
                                         Nine months        Three months        Nine months     Three months
                                            ended               ended              ended            ended
                                        Sept. 30, 1996     Sept. 30, 1996     Sept. 30, 1995   Sept. 30, 1995
                                        --------------     --------------     --------------   --------------
          <S>                           <C>                   <C>             <C>               <C>
          REVENUES
            Rental and other             $17,625,000           $5,875,000       $17,613,000       $5,871,000
                                         -----------           ----------       -----------       ----------

          EXPENSES
            Depreciation                   2,823,000              941,000         2,760,000          920,000
            Interest                       6,066,000            2,022,000         6,231,000        2,077,000
            Operating                      8,781,000            2,927,000         8,571,000        2,857,000
                                         -----------           ----------       -----------       ----------

                                          17,670,000            5,890,000        17,562,000        5,854,000
                                         -----------           ----------       -----------       ----------

            Net (loss) income            $  (45,000)           $  (15,000)      $    51,000       $   17,000
                                         ===========           ==========       ===========       ==========
</TABLE>

         NAPICO, or one of its affiliates, is the general partner and property
         management agent for certain of the limited partnerships included
         above.

NOTE 3 - MORTGAGE NOTE PAYABLE

         Authorization was granted to Lakeland Place limited partnership to
         proceed with the request for a $3,200,000 loan from the partnership's
         excess reserves.  If approval is granted, the loan is expected to
         close by the end of December 1996 and the proceeds used to retire
         existing debt.





                                       7
<PAGE>   10
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 1996


NOTE 4 - MANAGEMENT FEE AND EXPENSES DUE TO GENERAL PARTNER

         Under the terms of the Restated Certificate and Agreement of Limited
         Partners, the Partnership is obligated to NAPICO for an annual
         management fee equal to .4% of the invested assets of the limited
         partnerships.  Invested assets are defined as the costs of acquiring
         project interests, including the proportionate amount of the mortgage
         loans related to the Partnership's interests in the capital accounts
         of the respective partnerships.  The fee was $379,044 for the nine
         months ended September 30, 1996 and 1995.

         The Partnership reimburses NAPICO for certain expenses.  The
         reimbursement paid to NAPICO was approximately $26,000 and $24,000 for
         the nine months ended September 30, 1996 and 1995, respectively, and
         is included in administrative expenses.

NOTE 5 - CONTINGENCIES

         The corporate general partner of the partnership is a plaintiff in
         various lawsuits and has also been named a defendant in other lawsuits
         arising from transactions in the ordinary course of business.  In the
         opinion of management and the corporate general partner, the claims
         will not result in any material liability to the Partnership.

NOTE 6 - FAIR VALUE OF FINANCIAL INSTRUMENTS

         Statement of Financial Accounting Standards No. 107, "Disclosure about
         Fair Value of Financial Instruments," requires disclosure of fair
         value information about financial instruments, when it is practicable
         to estimate that value.  The notes payable are collateralized by the
         Partnership's investments in the investee limited partnerships and are
         payable only out of cash distributions from the investee partnerships.
         The operations generated by the investee limited partnerships are
         subject to various government rules, regulations and restrictions
         which make it impracticable to estimate the fair value of  the notes
         payable and related accrued interest.  The carrying amount of other
         assets and liabilities reported on the balance sheets that require
         such disclosure approximates fair value due to their short-term
         maturity.





                                       8
<PAGE>   11
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1996


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         LIQUIDITY AND CAPITAL RESOURCES

         The Partnership's primary sources of funds include interest income
         earned from investing available cash and distributions from limited
         partnerships in which the Partnership has invested.  It is not
         expected that any of the local limited partnerships in which the
         Partnership has invested will generate cash flow sufficient to provide
         for distributions to limited partners in any material amount.

         RESULTS OF OPERATIONS

         Partnership revenues consist primarily of interest income earned on
         certificates of deposit and other temporary investment of funds not
         required for investment in local partnerships.

         Operating expenses consist primarily of recurring general and
         administrative expenses and professional fees for services rendered to
         the Partnership.  In addition, an annual Partnership management fee in
         an amount equal to .5 percent of investment assets is payable to the
         corporate general partner.

         The Partnership accounts for its investments in the local limited
         partnerships on the equity method, thereby adjusting its investment
         balance by its proportionate share of the income or loss of the local
         limited partnerships.  Losses incurred after the limited partnership
         investment balance is reduced to zero are not recognized.

         Distributions received from limited partnerships are recognized as
         return of capital until the investment balance has been reduced to
         zero or to a negative amount equal to future capital contributions
         required.  Subsequent distributions received are recognized as income.

         Except for certificates of deposit and money market funds, the
         Partnership's investments are entirely interests in other limited
         partnerships owning government assisted projects.  Available cash not
         invested in Limited Partnerships is invested in these funds earning
         interest income as reflected in the statements of operations.  These
         money market funds and certificates of deposit can be converted to
         cash to meet obligations as they arise.  The Partnership intends to
         continue investing available funds in this manner.





                                       9
<PAGE>   12
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1996


PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

As of September 30, 1996, the Partnership's Corporate General Partner was a
plaintiff or defendant in several suits.  None of the litigation involving the
General Partner are related to REAL IV.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)     No exhibits are required per the provision of Item 7 of
                 regulation S-K.





                                       10
<PAGE>   13
                       REAL ESTATE ASSOCIATES LIMITED IV
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1996


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                 REAL ESTATE ASSOCIATES LIMITED IV
                                 (a California limited partnership)


                                 By:   National Partnership Investments Corp.,
                                       General Partner


                                 Date:                                
                                       -------------------------------



                                 By:                                  
                                       -------------------------------
                                       Bruce Nelson
                                       President



                                 Date:                                
                                       -------------------------------



                                 By:                                  
                                       -------------------------------
                                       Shawn Horwitz
                                       Executive Vice President and
                                       Chief Financial Officer





                                       11

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                       6,516,237
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             6,691,237
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               9,889,443
<CURRENT-LIABILITIES>                           21,678
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   8,288,124
<TOTAL-LIABILITY-AND-EQUITY>                 9,889,443
<SALES>                                              0
<TOTAL-REVENUES>                             1,569,817
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               519,246
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              92,250
<INCOME-PRETAX>                                958,321
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            958,321
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   958,321
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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