SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year
ended December 31, 1996 Commission file number 0-8469
JMB INCOME PROPERTIES, LTD. - IV
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-2857658
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- -------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant. Not applicable.
Documents incorporated by reference: None
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . 4
Item 3. Legal Proceedings. . . . . . . . . . . . . . 6
Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . 6
PART II
Item 5. Market for the Partnership's
Limited Partnership Interests
and Related Security Holder Matters. . . . . 6
Item 6. Selected Financial Data. . . . . . . . . . . 7
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations. . . . . . . . . . 11
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 14
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 33
PART III
Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 33
Item 11. Executive Compensation . . . . . . . . . . . 36
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . 37
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 38
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 38
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . 39
i
PART I
ITEM 1. BUSINESS
Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this annual report.
Capitalized terms used herein, but not defined, have the same meanings as
used in the Notes.
The registrant, JMB Income Properties, Ltd.-IV (the "Partnership"), is
a limited partnership formed in early 1976 and currently governed by the
Revised Uniform Limited Partnership Act of the State of Illinois to invest
in improved income-producing commercial real property. The Partnership
sold $20,000,000 in Limited Partnership interests (the "Interests") to the
public commencing on July 26, 1976 pursuant to a Registration Statement on
Form S-11 under the Securities Act of 1933 (Registration No. 2-55624). A
total of 20,000 Interests were sold to the public at $1,000 per Interest.
The offering closed September 24, 1976. No Limited Partner has made any
additional capital contribution after such date. The Limited Partners of
the Partnership share in their portion of the benefits of ownership of the
Partnership's real property investments according to the number of
Interests held.
The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments are held by fee title and/or through joint venture
interests. The Partnership has one remaining real property investment
located in Huntsville, Alabama. A presentation of information about
industry segments, geographic regions, raw materials or seasonality is not
applicable and would not be material to an understanding of the
Partnership's business taken as a whole. Pursuant to the Partnership
Agreement, the Partnership is required to terminate no later than December
31, 2026. The Partnership is self-liquidating in nature. At sale of a
particular property, the net proceeds, if any, are generally distributed or
reinvested in existing properties rather than invested in acquiring
additional properties. As discussed further in Item 7, the Partnership
currently expects to conduct an orderly liquidation of its remaining
investment property as quickly as practicable and to wind up its affairs
not later than December 31, 1999, barring unforeseen economic developments.
The Partnership has made the real property investments set forth in
the following table:
<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (d) SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Wall Towers Office
Complex
office buildings
Midland, Texas. . . 190,000 11-14-77 4-3-91 fee ownership of land
sq.ft. and improvements
2. Parkway City Mall
shopping center
Huntsville,
Alabama . . . . . . 415,000 2-27-76 20% fee ownership of land
sq.ft. and improvements
g.l.a. (through joint venture
partnership)
(b)(c)(d)(e)
3. Holly Hill Mall
shopping center
Burlington, North
Carolina. . . . . . 395,000 8-20-76 12-1-92 fee ownership of land
sq.ft. and improvements
g.l.a.
4. Northgate Mall
shopping center
Chattanooga,
Tennessee . . . . . 353,000 10-11-76 1-4-83 fee ownership of
sq.ft. improvements and
g.l.a. ground leasehold
interest in land
(through joint venture
partnership)
5. Three Penn Center Plaza
office building
Philadelphia,
Pennsylvania. . . . 498,000 6-30-77 1-1-84 fee ownership of land
sq.ft. and improvements
g.l.a. (through joint venture
partnership)
6. Mid-America Plaza
office buildings
Omaha, Nebraska . . 189,000 6-16-78 12-18-86 fee ownership of land
sq.ft. and improvements
<FN>
- -----------------------
(a)The computation of this percentage for the property held at December
31, 1996 does not include amounts invested from sources other than the
original net proceeds of the public offering as described above and in Item
7.
(b)Reference is made to the Notes and to Schedule III filed with this
annual report for the current outstanding principal balance and a
description of the long-term mortgage indebtedness secured by this real
property investment.
(c)Reference is made to the Notes for a description of the joint venture
partnership through which the Partnership has made this real property
investment.
(d)Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning real estate taxes and
depreciation.
(e)Reference is made to Item 6 - Selected Financial Data for additional
operating and lease expiration data concerning this investment property.
</TABLE>
The Partnership's remaining real property investment is subject to
competition from similar types of properties in the vicinity in which it is
located. Such competition is generally for the retention of existing
tenants. Additionally, the Partnership is in competition for new tenants
if significant vacancies are present. Reference is made to Item 7 below
for a discussion of competitive conditions and future capital improvement
plans of the Partnership and its investment property. Approximate
occupancy levels for the property are set forth in the table in Item 2
below to which reference is hereby made. The Partnership maintains the
suitability and competitiveness of its property in its market primarily on
the basis of effective rents, tenant allowances and services provided to
tenants. In the opinion of the Managing General Partner of the
Partnership, the remaining investment property held at December 31, 1996 is
adequately insured.
Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's remaining
property as of December 31, 1996.
The Partnership has no employees other than personnel performing on-
site duties at the Partnership's remaining investment property, none of
whom are officers or directors of the Managing General Partner of the
Partnership.
The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.
ITEM 2. PROPERTY
The Partnership owns, through a joint venture partnership, the
property referred to under Item 1 above to which reference is hereby made
for a description of said property.
The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
year 1996 and 1995 for the Partnership's investment property owned during
1996:
<TABLE>
<CAPTION>
1995 1996
------------------------- -------------------------
At At At At At At At At
Principal Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------------ ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Parkway City Mall
Huntsville,
Alabama . . . . . . . . . Retail 85% 87% 87% 86% 84% 82% 84% 75%
</TABLE>
Reference is made to Item 6, Item 7 and to the Notes for further
information regarding property occupancy, competitive conditions and tenant
leases at the Partnership's remaining investment property.
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not subject to any pending material legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
1995 and 1996.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1996, there were 1,646 record Holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests as well as any other
economic aspects of the transaction will be subject to negotiation by the
investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner, which may be granted or withheld in its sole and absolute
discretion. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner. No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Managing General Partner has been received by the
Managing General Partner. The transferee consequently will not be entitled
to receive any cash distributions or any allocable share of profits or
losses for tax purposes until such succeeding calendar quarter. Profits or
losses from operations of the Partnership for a calendar year in which a
transfer occurs will be allocated between the transferor and the transferee
based upon the number of quarterly periods in which each was recognized as
the holder of Interests, without regard to the results of Partnership's
operations during particular quarterly periods and without regard to
whether cash distributions were made to the transferor or transferee.
Profits or losses arising from the sale or other disposition of Partnership
properties will be allocated to the recognized holder of the Interests as
of the last day of the quarter in which the Partnership recognized such
profits or losses. Cash distributions to a holder of Interests arising
from the sale or other disposition of Partnership properties will be
distributed to the recognized holder of the Interests as of the last day of
the quarterly period with respect to which distribution is made.
Reference is made to Item 6 below for a discussion of cash
distributions made to the Holders of Interest.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1996 1995 1994 1993 1992
----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 3,976,232 4,663,663 3,908,841 4,040,273 6,150,469
=========== =========== =========== ============ ============
Operating earnings
(loss) . . . . . . . . . $ 1,488,004 2,340,936 1,683,023 1,724,773 1,484,148
Venture partner's
share of venture
operations . . . . . . . (550,926) (787,493) (560,434) (439,451) (594,314)
----------- ----------- ----------- ------------ ------------
Net operating
earnings (loss) . . 937,078 1,553,443 1,122,589 1,285,322 889,834
Gain (loss) on sale
of investment
properties . . . . . . . -- -- -- -- 6,495,164
----------- ----------- ----------- ------------ ------------
Net earnings
(loss) . . . . . . . $ 937,078 1,553,443 1,122,589 1,285,322 7,384,998
=========== =========== =========== ============ ============
Net earnings (loss)
per limited partner-
ship interest (b):
Net operating
earnings . . . . . . . $ 45.91 76.10 54.99 62.97 43.59
Gain (loss) on
sale of investment
properties . . . . . . -- -- -- -- 309.71
----------- ----------- ----------- ------------ ------------
Net earnings (loss)
per Interest . . . . $ 45.91 76.10 54.99 62.97 353.30
=========== =========== =========== ============ ============
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992 - CONTINUED
1996 1995 1994 1993 1992
----------- ----------- ----------- ------------ ------------
Total assets. . . . . . . $10,388,002 13,090,076 11,147,874 10,631,311 10,509,525
Long-term debt. . . . . . $ 2,374,762 2,834,574 3,251,069 3,628,086 3,969,366
Cash distributions
per Interest (c) . . . . $ 130.00 -- 25.00 55.00 --
=========== =========== =========== ============ ============
<FN>
______________
(a) The above selected financial data should be read in conjunction with the consolidated financial
statements and related notes appearing elsewhere in this annual report.
(b) The net earnings (loss) per Interest is based upon the number of Interests outstanding at the end
of each period (20,005).
(c) Cash distributions from the Partnership are generally not equal to Partnership income (loss) for
financial reporting or Federal income tax purposes. Each Partner's taxable income (or loss) from the Partnership
in each year is equal to his allocable share of the taxable income (or loss) of the Partnership without regard to
the cash generated or distributed by the Partnership. Accordingly, cash distributions to the Limited Partners
since the inception of the Partnership have not resulted in taxable income to such Limited Partners and have
therefore represented a return of capital.
</TABLE>
<TABLE>
SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1996
<CAPTION>
Property
- --------
Parkway City Mall a) The gross leasable area ("GLA") occupancy rate
and average base rent per square foot as of
December 31,for each of the last five years
were as follows:
GLA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1992 . . . . . 86% 6.94
1993 . . . . . 83% 6.96
1994 . . . . . 84% 6.65
1995 . . . . . 86% 7.50
1996 . . . . . 75% 7.08
<FN>
(1) Average base rent per square foot is based on GLA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option
------------------- ----------- --------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Montgomery Ward & 74,800 $ 79,900 8/31/04 Two 5-year
Company terms
(Department Store)
McRae's 75,000 91,000 1/31/00 Three 5-year
(Department Store) terms
Parisian's 76,900 450,000 2/28/01 Two 5-year
(Department Store) terms
</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain information
with respect to the expiration of leases for the
next ten years at the Parkway City Mall:
Annualized Percent of
Number of Approx. Total Base Rent Total 1996
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases (1) Leases (1) Leases Expiring
------------ ------------- --------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
1997 20 49,400 332,500 15.1
1998 4 20,500 226,000 10.2
1999 4 5,800 135,000 6.1
2000 5 81,300 214,000 9.7
2001 4 80,800 531,000 24.1
2002 2 2,500 49,000 2.2
2003 1 2,000 34,000 1.5
2004 3 89,500 259,000 11.7
2005 2 6,400 96,000 4.3
2006 -- -- -- --
<FN>
(1) Excludes leases that expire in 1997 for which renewal leases or leases
with replacement tenants have been executed as of February 3, 1997.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As a result of the public offering described in Item 1, the
Partnership had approximately $17,996,000 (after deducting selling expenses
and other offering costs) with which to make investments in commercial real
property, to pay legal fees and other costs (including acquisition fees)
related to such investments and for working capital. A portion of such
proceeds was utilized to acquire the properties described in Item 1 above.
At December 31, 1996, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $4,552,000 of which
approximately $786,000 represents the joint venture partner's share of
undistributed cash flow from operations of Huntsville. The remaining funds
of approximately $3,766,000 are available for tenant costs and improvements
and other capital expenditures, distributions to partners and for working
capital requirements. The Partnership and its consolidated venture have
currently budgeted in 1997 approximately $29,000 for tenant improvements
and other capital expenditures at the Parkway City Mall. The Partnership's
share of such items is currently budgeted to be approximately $20,000.
Such budgeted amounts do not include any amounts which may be expended to
retain or attract certain tenants or to pursue alternative development or
sales strategies as discussed further in the Notes. Actual amounts
expended in 1997 may vary depending on a number of factors including actual
leasing activity, results of property operations, liquidity considerations
and other market conditions over the course of the year. The ultimate
source of capital for long-term future liquidity and distributions is
expected to be from net cash generated by the Partnership's remaining
shopping center investment property and from the sale of such investment.
The Partnership believes it has sufficient cash reserves to meet its short-
term liquidity needs. In such regard, reference is made to the
Partnership's property specific discussion below. The Partnership's and
its venture's mortgage obligation is a separate non-recourse loan secured
by the investment property and is not an obligation of the Partnership, and
the Partnership and its venture are not personally liable for the payment
of the mortgage indebtedness.
During the second quarter of 1996, some of the Holders of Interests in
the Partnership received from an unaffiliated third party an unsolicited
tender offer to purchase up to 653 Interests in the Partnership at between
$180 and $225 per Interest. The Partnership recommended against acceptance
of this offer on the basis that, among other things, the offer price was
inadequate. In June, such offer expired. As of the date of this report,
the Partnership is aware that 315 Interests have been purchased by such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases. It is possible that other offers for Interests may
be made by unaffiliated third parties in the future, although there is no
assurance that any other third party will commence an offer for Interests,
the terms of any such offer or whether any such offer, if made, will be
consummated, amended or withdrawn. The board of directors of JMB Realty
Corporation ("JMB") the managing general partner of the Partnership, has
established a special committee (the "Special Committee") consisting of
certain directors of JMB to deal with all matters relating to tender offers
for Interests in the Partnership, including any and all responses to such
tender offers. The Special Committee has retained independent counsel to
advise it in connection with any potential tender offers for Interests and
has retained Lehman Brothers Inc. as financial advisor to assist the
Special Committee in evaluating and responding to any additional potential
tender offers for Interests.
In May 1996, the Partnership made a distribution of $130 per Limited
Partnership Interest, or $2,600,650, and a distribution of $265,425 to the
General Partners. The distributions were made out of previously
undistributed sales proceeds and cash flow from operations held as working
capital reserves that had been retained for capital and leasing costs in
connection with the possible redevelopment of the Parkway City Mall as
described in the Notes.
The Partnership's remaining investment property, Parkway City Mall is
one of the two malls serving the Huntsville metropolitan area. Several
years ago, another shopping center developer announced plans for a proposed
third mall which, if built, would significantly impact the market share of
Parkway City Mall. Additionally, several department stores, some of which
currently have stores at Parkway City Mall announced their intention to
open stores at the proposed third mall. The potential development of a
third mall continues to have substantial adverse effects on Huntsville's
ability to market the Parkway City Mall for lease or sale.
Recently, certain department stores, some of which already operate
stores at Parkway City Mall, have indicated their desire to open new stores
at the center subject to certain conditions. This may significantly change
Huntsville's strategy at the center. Huntsville is currently evaluating
alternatives, including a possible remerchandising of the center, in light
of these new developments.
GENERAL
While the real estate markets are recuperating, highly competitive
market conditions continue to exist in most locations. The Partnership's
approach has been to aggressively and creatively manage the Partnership's
real estate asset to attract and retain tenants. Net effective rents to
the landlord from renewal tenants are generally much more favorable than
lease terms which can be negotiated with new tenants. However, the
Partnership's capital resources must also be preserved and allocated in
such a manner as to maximize the total value of its remaining property.
As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. In an effort to reduce partnership operating expenses, the
Partnership expects to make semi-annual rather than quarterly distributions
of available operating cash flow when it is determined that periodic
distributions to the Partners will recommence. By conserving working
capital, the Partnership will be in a better position to meet the future
needs of the property. Due to these factors, the Partnership has held its
remaining investment property longer than originally anticipated in an
effort to maximize the return to the Limited Partners. However, after
reviewing Parkway City Mall and the marketplace in which it operates, the
General Partners of the Partnership expect to conduct an orderly
liquidation of its remaining investment property as quickly as practicable.
Therefore, the affairs of the Partnership are expected to be wound up no
later than December 31, 1999 (sooner if the last remaining property is sold
in the near term), barring unforeseen economic developments.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at December 31, 1996 as
compared to December 31, 1995 and the decrease in venture partner's equity
in venture at December 31, 1996 as compared to December 31, 1995 are both
attributable primarily to the May 1996 distribution of $3,200,000 from
Huntsville of previously undistributed cash retained for future capital and
leasing costs in connection with the possible redevelopment of the Parkway
City Mall.
The decrease in Venture partner's equity in venture partners capital
accounts at December 31, 1996 compared to December 31, 1995 is primarily
due to distributions of prior years net cash receipts of $977,762 partially
offset by the Venture partner's share of income from venture operations.
The decrease in rental income for the year ended December 31, 1996 as
compared to December 31, 1995 is primarily due to a decrease in occupancy
at Parkway City Mall during 1996 and the effects of rents being accrued
ratably over the terms of the leases in 1996 and 1995. The increases in
rental income and venture partner's share of venture's operations in 1995
as compared to 1994 is primarily due to an increase in occupancy, an
increase in temporary tenant and overage rent revenues, and rents being
accrued ratably over the terms of the leases rather than as paid at the
Parkway City Mall. Reference is made to the property specific discussion
above.
The decrease in interest income for the year ended December 31, 1996
as compared to the year ended December 31, 1995 is primarily due to the May
1996 distribution of accumulated cash reserves. The increase in interest
income for the year ended December 31, 1995 as compared to the years ended
December 31, 1994 and December 31, 1993 is primarily a result of greater
average balances invested in short-term investments during 1995. The
Partnership had retained excess cash as working capital reserves for
possible redevelopment of the Parkway City Mall.
The increase in property operating expenses for the year ended
December 31, 1996 as compared to the year ended December 31, 1995 is the
result of increased advertising and advertising production costs of
approximately $120,000, partially offset by a reduction in market research
costs incurred during 1995 of approximately $55,000. The increase in
property operating expense for the year ended December 31, 1995 as compared
to the year ended December 31, 1994 is primarily due to an increase in
salary expense of approximately $133,000, partially offset by a
corresponding decrease in security expense of approximately $54,000, due to
the addition of an operations supervisor in the third quarter of 1994 and
the hiring of in-house security personnel in 1995 resulting from the
termination of an outside security contract, and an increase in advertising
and market research expense of approximately $45,000 (all of which are
partially recoverable from tenants) at the Parkway City Mall.
During 1996, the Corporate General Partner received management fees of
$88,911 out of distributions of operating cash flow.
Distributions in 1996 represent previously undistributed sales
proceeds and cash flow from operations held as working capital reserves.
Distributions to limited and general partners in 1994 represented
distributions of a portion of the proceeds from the December 1992 sale of
the Holly Hill Mall shopping center.
The decrease in Venture partners share of operations for the year
ended December 31, 1996 as compared to the year ended December 31, 1995 is
due to the decreases in rental and interest income and the increases in
property operating expenses at Parkway City Mall.
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.
Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by 1999. However, to
the extent that inflation in future periods would have an adverse impact on
property operating expenses, the effect would generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's commercial property have escalation clauses covering
increases in the cost of operating and maintaining the property as well as
real estate taxes. Therefore, there should be little effect on operating
earnings if the property remains substantially occupied. In addition,
substantially all of the leases contain provisions which entitle the
Partnership to participate in gross receipts of tenants above fixed minimum
amounts.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
INDEX
Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1996 and 1995
Consolidated Statements of Operations, years ended December 31,
1996, 1995 and 1994
Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows, years ended December 31,
1996, 1995 and 1994
Notes to Consolidated Financial Statements
Schedule
--------
Consolidated Real Estate and Accumulated Depreciation. . .III
Schedules not filed:
All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements or related notes.
INDEPENDENT AUDITORS' REPORT
The Partners
JMB INCOME PROPERTIES, LTD. - IV:
We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - IV (a limited partnership) and consolidated venture as
listed in the accompanying index. In connection with our audits of the
consolidated financial statements, we also have audited the financial
statement schedule as listed in the accompanying index. These consolidated
financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule 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 the General Partners of the
Partnership, 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 consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - IV and consolidated venture at December 31,
1996 and 1995, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1996, in
conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.
As discussed in the Notes to the consolidated financial statements, in
1996, the Partnership and its consolidated venture changed their method of
accounting for long-lived assets and long-lived assets to be disposed of to
conform with Statement of Financial Accounting Standards No. 121.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 21, 1997
<TABLE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
ASSETS
------
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 4,552,403 6,822,336
Rents and other receivables (net of allowance for doubtful accounts
of $75,027 for 1996 and $8,981 for 1995). . . . . . . . . . . . . 338,189 379,877
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 21,226 27,086
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 19,343 18,880
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . 4,931,161 7,248,179
------------ ------------
Investment property, at cost - Schedule III:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 429,000 429,000
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . 15,982,136 15,978,029
------------ ------------
16,411,136 16,407,029
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . 11,287,627 10,916,302
------------ ------------
Total investment property,
net of accumulated depreciation . . . . . . . . . . . . 5,123,509 5,490,727
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 46,138 100,616
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 287,194 250,554
------------ ------------
$ 10,388,002 13,090,076
============ ============
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1996 1995
------------ ------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 460,108 416,495
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 54,208 16,349
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 12,300 16,066
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 79,546 45,681
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . 606,162 494,591
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 20,845 18,845
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . 820,107 820,107
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 2,374,762 2,834,574
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . 3,821,876 4,168,117
Venture partner's equity in venture . . . . . . . . . . . . . . . . . 1,149,211 1,576,047
Partners' capital accounts (deficits):
General partners:
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . 2,347,312 2,328,570
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (3,640,853) (3,375,428)
------------ ------------
(1,293,541) (1,046,858)
------------ ------------
Limited partners (20,005 interests):
Capital contributions, net of offering costs . . . . . . . . . . 17,996,292 17,996,292
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . 39,695,455 38,777,119
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (50,981,291) (48,380,641)
------------ ------------
6,710,456 8,392,770
------------ ------------
Total partners' capital accounts. . . . . . . . . . . . . . 5,416,915 7,345,912
------------ ------------
$ 10,388,002 13,090,076
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
1996 1995 1994
----------- ------------ -----------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 3,733,410 4,348,517 3,740,275
Interest income . . . . . . . . . . . . . . . . . 242,822 315,146 168,566
----------- ------------ -----------
3,976,232 4,663,663 3,908,841
----------- ------------ -----------
Expenses:
Mortgage and other interest . . . . . . . . . . . 302,890 342,698 378,732
Depreciation. . . . . . . . . . . . . . . . . . . 371,325 368,190 366,515
Property operating expenses . . . . . . . . . . . 1,545,605 1,457,195 1,327,022
Professional services . . . . . . . . . . . . . . 40,461 49,400 54,019
Amortization of deferred expenses . . . . . . . . 61,088 58,831 56,546
Management fees to Corporate General Partner. . . 88,911 -- --
General and administrative. . . . . . . . . . . . 77,948 46,413 42,984
----------- ------------ -----------
2,488,228 2,322,727 2,225,818
----------- ------------ -----------
Operating earnings (loss) . . . . . . . . . 1,488,004 2,340,936 1,683,023
Venture partner's share of
venture operations. . . . . . . . . . . . . . . . (550,926) (787,493) (560,434)
----------- ------------ -----------
Net earnings (loss) . . . . . . . . . . . . $ 937,078 1,553,443 1,122,589
=========== ============ ===========
Net earnings (loss) per limited
partnership interest . . . . . . . . . . . $ 45.91 76.10 54.99
=========== ============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (20,005 INTERESTS)
--------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET OF
NET CASH OFFERING NET CASH
EARNINGS DISTRIBUTIONS TOTAL COSTS EARNINGS DISTRIBUTIONS TOTAL
---------- ------------- ----------- ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance (deficits)
December 31,
1993 . . . . . . . . $2,275,049 (3,287,171) (1,012,122) 17,996,292 36,154,608 (47,880,516) 6,270,384
Net earnings
(loss) . . . . . . . 22,452 -- 22,452 -- 1,100,137 -- 1,100,137
Cash distributions
($25.00 per limited
partnership
interest) . . . . . -- (88,257) (88,257) -- -- (500,125) (500,125)
---------- ----------- ----------- ----------- ---------- ----------- ----------
Balance (deficits)
December 31,
1994 . . . . . . . . $2,297,501 (3,375,428) (1,077,927) 17,996,292 37,254,745 (48,380,641) 6,870,396
Net earnings
(loss) . . . . . . . 31,069 -- 31,069 -- 1,522,374 -- 1,522,374
Cash distributions. . -- -- -- -- -- -- --
---------- ----------- ----------- ----------- ---------- ----------- ----------
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED
GENERAL PARTNERS LIMITED PARTNERS (20,005 INTERESTS)
--------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET OF
NET CASH OFFERING NET CASH
EARNINGS DISTRIBUTIONS TOTAL COSTS EARNINGS DISTRIBUTIONS TOTAL
---------- ------------- ----------- ----------- ---------- ------------- ----------
Balance (deficits)
December 31,
1995 . . . . . . . . 2,328,570 (3,375,428) (1,046,858) 17,996,292 38,777,119 (48,380,641) 8,392,770
Net earnings
(loss) . . . . . . . 18,742 -- 18,742 -- 918,336 -- 918,336
Cash distributions
($130.00 per limited
partnership interest) -- (265,425) (265,425) -- -- (2,600,650) (2,600,650)
---------- ----------- ----------- ----------- ---------- ----------- ----------
Balance (deficits)
December 31,
1996 . . . . . . . . $2,347,312 (3,640,853) (1,293,541) 17,996,292 39,695,455 (50,981,291) 6,710,456
========== =========== =========== =========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings. . . . . . . . . . . . . . . . . . . $ 937,078 1,553,443 1,122,589
Items not requiring (providing) cash
or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . 371,325 368,190 366,515
Amortization of deferred expenses . . . . . . . 61,088 58,831 56,546
Venture partner's share of venture operations . 550,926 787,493 560,434
Changes in:
Rents and other receivables . . . . . . . . . . 41,688 (93,482) 21,868
Prepaid expenses. . . . . . . . . . . . . . . . 5,860 (795) 3,896
Accrued rents receivable. . . . . . . . . . . . (36,640) (250,554) --
Escrow deposits . . . . . . . . . . . . . . . . (463) (499) 3,704
Accounts payable. . . . . . . . . . . . . . . . 37,859 (20,094) (237,162)
Accrued interest. . . . . . . . . . . . . . . . (3,766) (3,142) (2,844)
Unearned rents. . . . . . . . . . . . . . . . . 33,865 2,269 --
Tenant security deposits. . . . . . . . . . . . 2,000 (750) 3,208
----------- ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . 2,000,820 2,400,910 1,898,754
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of
short-term investments. . . . . . . . . . . . . -- 1,959,761 941,085
Additions to investment properties . . . . . . . (4,107) (264,543) (139,078)
Collection of mortgage note receivable. . . . . . -- -- --
Payment of deferred expenses. . . . . . . . . . . (6,610) (6,852) (7,891)
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . (10,717) 1,688,366 794,116
----------- ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . (416,199) (377,017) (341,280)
Distributions to venture partners . . . . . . . . (977,762) -- --
Distributions to limited partners . . . . . . . . (2,600,650) -- (500,125)
Distributions to general partners . . . . . . . . (265,425) -- (88,257)
----------- ----------- -----------
Net cash used in financing activities . . (4,260,036) (377,017) (929,662)
----------- ----------- -----------
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1996 1995 1994
----------- ----------- -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . (2,269,933) 3,712,259 1,763,208
Cash and cash equivalents,
beginning of year . . . . . . . . . . . 6,822,336 3,110,077 1,346,869
----------- ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . . . . . . $ 4,552,403 6,822,336 3,110,077
=========== =========== ===========
Supplemental disclosure of
cash flow information:
Cash paid for mortgage and other interest . . . . $ 306,656 345,840 381,576
=========== =========== ===========
Non-cash investing and financing activities . . . $ -- -- --
=========== =========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995 AND 1994
OPERATIONS AND BASIS OF ACCOUNTING
The Partnership holds (through a joint venture) an ownership in a
shopping center in Huntsville, Alabama. Business activities consist of
rentals to a variety of retail companies, and the ultimate sale or
disposition of such real estate. The Partnership currently expects to
conduct an orderly liquidation of its remaining investment and wind up its
affairs not later than December 31, 1999. The accompanying consolidated
financial statements include the accounts of the Partnership and its
majority owned venture, Huntsville Mall Associates ("Huntsville"). The
effect of all transactions between the Partnership and its consolidated
venture has been eliminated.
The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the venture as described above.
Such GAAP and consolidation adjustments are not recorded on the records of
the Partnership. The net effect of these items for the years ended
December 31, 1996 and 1995 is summarized as follows:
<TABLE>
<CAPTION>
1996 1995
-------------------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (Unaudited) GAAP BASIS (Unaudited)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $10,388,002 5,184,399 13,090,076 7,040,870
Partners' capital
accounts (deficits):
General partners. . . . . . . . . (1,293,541) (88,662) (1,046,858) (32,882)
Limited partners. . . . . . . . . 6,710,456 5,277,630 8,392,770 7,078,320
Net earnings (loss):
General partners. . . . . . . . . 18,742 209,646 31,069 28,380
Limited partners. . . . . . . . . 918,336 799,960 1,522,374 1,390,618
Net earnings (loss)
per limited
partnership
interest . . . . . . . . . . . . . 45.91 39.98 76.10 69.51
============ =========== =========== ==========
</TABLE>
The net earnings (loss) per limited partnership interest ("Interest")
is based upon the number of Interests outstanding at the end of each period
(20,005). Deficit partners' capital accounts will result, through the
duration of the Partnership, in net gain for financial reporting and income
tax purposes.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reported period. Actual results could differ from those
estimates.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. In
addition, the Partnership records investments held in U.S. Government
obligations at cost, which approximates market. For the purpose of these
statements, the Partnership's policy is to consider all such amounts held
with original maturities of three months or less ($4,160,423 and $6,481,490
at December 31, 1996 and 1995, respectively) as cash equivalents, which
includes investments in an institutional mutual fund which holds United
States Government obligations, with any remaining amounts (generally with
original maturities of one year or less) reflected as short-term
investments being held to maturity.
Deferred expenses consist of leasing fees which are amortized over the
term of the related leases using the straight-line method.
Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due and/or increases in
minimum lease payments over the term of the lease, the Partnership accrues
rental income for the full period of occupancy on a straight-line basis.
Such amounts are reflected in accrued rents receivable in the accompanying
balance sheets.
No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law to remit directly to the taxing authorities
amounts representing withholding from distributions paid to partners.
The Partnership initially acquired, either directly or through joint
ventures, three shopping centers and three office buildings, five of which
properties have been sold as of December 31, 1996. The remaining property
owned at December 31, 1996, the Parkway City Mall shopping center, is in
operation. The cost of the investment property represents the total cost
to the Partnership or its venture, including miscellaneous acquisition
costs.
Depreciation on the properties during the period of ownership has been
provided over the estimated useful lives of the various components as
follows:
YEARS
-----
Buildings and improvements -- straight-line . . . 5-35
====
Maintenance and repairs are generally charged to operations as
incurred. Significant betterments and improvements are capitalized and
depreciated over their estimated useful lives.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. SFAS 121 requires that the Partnership record an
impairment loss on its properties to be held for investment whenever their
carrying value cannot be fully recovered through estimated undiscounted
future cash flows from their operations and sale. The amount of the
impairment loss to be recognized would be the difference between the
property's carrying value and the property's estimated fair value. The
Partnership's policy is to consider a property to be held for sale or
disposition when the Partnership has committed to plan to sell such
property and active marketing activity has commenced or is expected to
commence in the near term. In accordance with SFAS 121, any properties
identified as "held for sale or disposition" are no longer depreciated.
Adjustments for impairment loss for such properties (subsequent to the date
of adoption of SFAS 121) are made in each period as necessary to report
these properties at the lower of carrying value or fair value less costs to
sell. The adoption of SFAS 121 did not have any effect on the
Partnership's financial position, results of operations or liquidity.
The remaining investment property of the Partnership is pledged as
security for the long-term debt, for which there is no recourse to the
Partnership.
HUNTSVILLE - PARKWAY CITY MALL
The Partnership is a general partner in Huntsville Mall Associates
("Huntsville"). In 1976, Huntsville purchased a shopping center, the
Parkway City Mall, in Huntsville, Alabama for $10,024,458. The Partnership
originally contributed approximately $3,450,000 to Huntsville.
In 1979, the original venture partner sold its interest in Huntsville,
for which the Partnership had the right of first refusal, to affiliates of
the General Partners of the Partnership for $1,050,000 in cash.
Net cash receipts (as defined) of Huntsville are distributed as
follows: the first $83,455 is distributable to the Partnership; the next
$343,750 is distributable $275,000 to the Partnership and $68,750 to the
venture partner, and any remaining net cash receipts are distributable 60%
to the Partnership and 40% to the venture partner. The Partnership
received distributions of prior years' net cash receipts of approximately
$2,200,000 in May 1996. The Partnership has a preferred position (related
to the Partnership's cash investment in Huntsville) with respect to
distribution of sale or refinancing proceeds from Huntsville.
In prior years, the venture partners made non-interest bearing loans
(70% funded by the Partnership) to the venture to fund an expansion of the
property and certain other improvements. The loans are to be repaid from
net sales proceeds. Other long-term liabilities consist of the non-
interest bearing loan payable to the venture partner.
In January 1994, a major tenant at the shopping center exercised its
option to extend its lease for five years, from February 1, 1995 through
January 31, 2000. Additionally, as occupancy of the property is 75% at
December 31, 1996, significant leasing costs may be required in conjunction
with Huntsville's continuing efforts to lease vacant space at the property.
Huntsville's operating profits (other than depreciation expense) are
allocated to the Partnership (to a maximum of 80%) in relation to
distributions of net cash receipts. Huntsville's operating losses are
allocated to the Partnership to the extent of 80%. The Partnership's share
of the net earnings of Huntsville in each of 1996, 1995 and 1994 was
approximately 66%.
Huntsville had previously discontinued its distributions effective
with the first quarter of 1993 in order to fund certain tenant allowances
and a limited renovation of the shopping center in 1993 and 1994.
Subsequently, in response to market conditions, Huntsville had examined a
potential redevelopment of the Parkway City Mall which it determined not to
undertake, as described below. Consequently, in May 1996, Huntsville made
a special distribution of its net cash receipts for 1993, 1994 and a
portion of 1995 of which the Partnership's share was approximately
$2,200,000.
Parkway City Mall is one of the two malls serving the Huntsville
metropolitan area. Several years ago, another shopping center developer
announced plans for a proposed third mall which, if built, would
significantly impact the market share of the Parkway City Mall.
Additionally, several department stores, some of which currently have
stores at the Parkway City Mall, announced their intention to open stores
at the proposed third mall. The potential development of the third mall
continues to have substantial adverse effects on Huntsville's ability to
market the Parkway City Mall for lease or sale. Huntsville had considered
other alternative plans to reposition the property to effectively compete
with the third mall, when built. However, due to the complexity of the
redevelopment, the lengthy time span likely needed to complete the project
and Huntsville's and the Partnership's desire to wind up their affairs
within the next few years, it was determined that it would be better for a
buyer with a longer-term ownership perspective to undertake the
redevelopment. Accordingly, in May 1996, Huntsville distributed funds
($3,200,000) no longer required for that potential project.
Recently, certain department stores, some of which already operate
stores at Parkway City Mall, have indicated their desire to remain at the
center, subject to certain conditions. This may significantly change
Huntsville's strategy for the center. Huntsville is currently evaluating
its alternatives including a possible remerchandising of the center, in
light of these new developments.
There are a number of factors that may affect the timing of a sale and
the sale price that will ultimately be achieved for the Parkway City Mall,
including, among other things, the following: potential increased
competition from the proposed new shopping mall in the area and the timing
of the development of such shopping mall, the relative attractiveness of
retail properties for investment purposes, conditions for retailing
generally, interest rates, the actual operations of the property, tenant
bankruptcies, the continued operation and success of anchor department
store tenants, the quality of existing tenants and the ability to retain
such existing tenants and attract new tenants at the property. As a
result, there is no assurance as to what price will ultimately be obtained
upon a sale of the Parkway City Mall or the timing of such a sale.
Huntsville has entered into an agreement with an affiliate of the
General Partners for the operation and management of the Parkway City Mall.
Such agreement provides for management fees equal to 5% of the property's
gross receipts.
LONG-TERM DEBT
Long-term debt consists of the following at December 31, 1996 and
1995:
1996 1995
----------- -----------
10% mortgage note, fully
amortized when due December
2001, secured by the Parkway
City Mall shopping center in
Huntsville, Alabama; payable
in monthly installments of
$60,238, including interest. . . . .$ 2,834,870 3,251,069
Less current portion of
long-term debt. . . . . . . 460,108 416,495
----------- -----------
Total long-term debt. . . .$ 2,374,762 2,834,574
=========== ===========
Five-year maturities of long-term debt are summarized as follows:
1997. . . . . . . . . . $460,108
1998. . . . . . . . . . 508,287
1999. . . . . . . . . . 561,511
2000. . . . . . . . . . 620,309
2001. . . . . . . . . . 684,655
========
PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 98% to the Limited
Partners and 2% to the General Partners. Profits from the sale or
refinancing of investment properties are allocated to the General Partners
in an amount equal to the greater of 1% of such profits or any cash
distributions from such sale or refinancing paid to the General Partners.
Losses from the sale or refinancing of investment properties are allocated
1% to the General Partners. The remaining profits and losses from a sale
or refinancing are allocated to the Limited Partners. However, if at any
time profits are realized by the Partnership, any current or anticipated
event that would cause the deficit balance in absolute amount in the
Capital Account of the General Partners to be greater than their share of
the Partnership's indebtedness (as defined) after such event, then the
allocation of Profits to the General Partners shall be increased to the
extent necessary to cause the deficit balance in the Capital Account of the
General Partners to be no less than their respective shares of the
Partnership's indebtedness (as defined) after such event.
The General Partners are not required to make any capital contri-
butions except under certain limited circumstances upon termination of the
Partnership. Distributions of "cash flow" of the Partnership are allocated
90% to the Limited Partners and 10% to the General Partners (of which 5%
constitutes a management fee to the Managing General Partner for services
in managing the Partnership).
After the Limited Partners' receipt of their contributed capital plus
a stipulated return thereon (which had been received as of December 31,
1985) distributions of proceeds arising from the sale or refinancing of
investment properties are allocated 85% to the Limited Partners and 15% to
the General Partners. In addition, the General Partners are entitled to
receive distributions in an amount up to 3/4 of 1% of the selling price of
a property in the event of a sale.
LEASES - AS PROPERTY LESSOR
At December 31, 1996, the Partnership's and its consolidated venture's
principal assets consist of one shopping center. The Partnership has
determined that all leases relating to this property are properly
classified as operating leases; therefore, rental income is reported when
earned and the cost of the property, excluding the cost of land, is
depreciated over the estimated useful lives. Leases with tenants range
from one to ten remaining years and provide for fixed minimum rent and
partial reimbursement of operating costs. In addition, leases with certain
shopping center tenants provide for additional rent based upon percentages
of tenants' sales volumes. A substantial portion of the ability of retail
tenants to honor their leases is dependent upon the retail economic sector.
Minimum lease payments, including amounts representing executory costs
(e.g., taxes, maintenance, insurance), and any related profit in excess of
specific reimbursements, to be received in the future under the above
commercial operating lease agreements are as follows:
1997 . . . . . . . . . . . . . . . $ 1,716,427
1998 . . . . . . . . . . . . . . . 1,379,225
1999 . . . . . . . . . . . . . . . 1,273,352
2000 . . . . . . . . . . . . . . . 1,075,483
2001 . . . . . . . . . . . . . . . 553,206
Thereafter . . . . . . . . . . . . 1,023,687
-----------
$ 7,021,380
===========
Additional contingent rent (based on sales by property tenants)
included in rental income is as follows:
1994 . . . . . . . . . . . . . . . $368,369
1995 . . . . . . . . . . . . . . . 398,370
1996 . . . . . . . . . . . . . . . 417,850
========
TRANSACTIONS WITH AFFILIATES
Fees, commissions, and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of December 31,
1996 and for the years ended December 31, 1996, 1995 and 1994 are as
follows:
UNPAID AT
DECEMBER 31,
1996 1995 1994 1996
-------- -------- -------- ------------
Property management
fees . . . . . . . . . . $187,284 197,122 182,809 --
Insurance commissions . . 9,211 10,113 9,488 --
Reimbursement
(at cost) for
out-of-pocket
expenses . . . . . . . . 264 2,294 543 --
-------- -------- -------- ----------
$196,759 209,529 192,840 --
======== ======== ======== ==========
Any amounts payable to the General Partners and their affiliates do
not bear interest and are expected to be paid in future periods.
Effective October 1, 1995, the Managing General Partner of the
Partnership engaged independent third parties to perform certain
administrative services for the Partnership which were previously performed
by affiliates of the General Partners. Use of such third parties is not
expected to have a material effect on the operations of the Partnership.
During 1996, the Corporate General Partner received management fees of
$88,911 out of distributions of operating cash flow.
<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
<CAPTION>
COSTS
CAPITALIZED
INITIAL COST TO SUBSEQUENT GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) TO ACQUISITION AT CLOSE OF PERIOD (B)
------------------------- -------------- ------------------------------------
BUILDINGS BUILDINGS BUILDINGS
AND AND AND
ENCUMBRANCE LAND IMPROVEMENTS IMPROVEMENTS LAND IMPROVEMENTS TOTAL (D)
----------- --------- --------------------------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
SHOPPING CENTER:
Huntsville,
Alabama (C). $2,834,870 429,000 9,095,458 6,886,678 429,000 15,982,136 16,411,136
========== ======== ========== ========== ======== ========== ==========
</TABLE>
<TABLE>
SCHEDULE III - CONTINUED
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1996
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
DEPRECIATION(E) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
SHOPPING CENTER:
Huntsville,
Alabama (C). . . . . . . . . . . . $11,287,627 1975/1979 2/27/76 5-35 years 188,270
=========== =======
<FN>
- ------------------
Notes:
(A) The initial cost to the Partnership represents the original purchase price of the property.
(B) The aggregate cost of real estate owned at December 31, 1996 for federal income tax purposes
was approximately $16,884,000.
(C) This property is owned and operated by a joint venture; as further discussed in the Notes.
</TABLE>
<TABLE> SCHEDULE III - CONTINUED
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
(D) Reconciliation of real estate owned:
<CAPTION>
1996 1995 1994
----------- ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . $16,407,029 16,142,486 16,003,408
Additions during period. . . . . . . . . 4,107 264,543 139,078
----------- ------------ ------------
Balance at end of period . . . . . . . . $16,411,136 16,407,029 16,142,486
=========== ============ ============
(E) Reconciliation of accumulated depreciation:
Balance at beginning of period . . . . . $10,916,302 10,548,112 10,181,597
Depreciation expense . . . . . . . . . . 371,325 368,190 366,515
----------- ------------ ------------
Balance at end of period . . . . . . . . $11,287,627 10,916,302 10,548,112
=========== ============ ============
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with, accountants during
fiscal year 1995 and 1996.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned, directly or indirectly, by certain of
its officers, directors, members of their families and affiliates. JMB has
responsibility for all aspects of the Partnership's operations, subject to
the requirement that sales of real property must be approved by Messrs.
Neil G. Bluhm and Judd D. Malkin as individual general partners of the
Partnership. The Partnership is subject to certain conflicts of interest
arising out of its relationships with the General Partners and their
affiliates as well as the fact that the General Partners and their
affiliates are engaged in a range of real estate activities. Certain
services have been and may in the future be provided to the Partnership or
its investment properties by affiliates of the General Partners, including
property management services and insurance brokerage services. In general,
such services are to be provided on terms no less favorable to the
Partnership than could be obtained from independent third parties and are
otherwise subject to conditions and restrictions contained in the
Partnership Agreement. The Partnership Agreement permits the General
Partners and their affiliates to provide services to, and otherwise deal
and do business with, persons who may be engaged in transactions with the
Partnership, and permits the Partnership to borrow from, purchase goods and
services from, and otherwise to do business with, persons doing business
with the General Partners or their affiliates. The General Partners and
their affiliates may be in competition with the Partnership under certain
circumstances, including, in certain geographical markets, for tenants for
properties and/or for the sale of properties. Because the timing and
amount of cash distributions and profits and losses of the Partnership may
be affected by various determinations by the General Partners under the
Partnership Agreement, including whether and when to sell or refinance a
property, the establishment and maintenance of reasonable reserves, the
timing of expenditures and the allocation of certain tax items under the
Partnership Agreement, the General Partners may have a conflict of interest
with respect to such determinations.
The names, positions held and length of service therein of each
director and the executive and certain other officers of the Managing
General Partner are as follows:
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91
There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Managing General Partner to be held on
June 7, 1997. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Managing General Partner to be held on June 7,
1997. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"),
Carlyle Real Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real
Estate Limited Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate
Limited Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited
Partnership-XV ("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI
("Carlyle-XVI")), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-
XVII"), Carlyle Income Plus, Ltd. ("Carlyle Income Plus"), Carlyle Income
Plus, L.P.-II ("Carlyle Income Plus-II"), JMB Mortgage Partners, Ltd.-III
("Mortgage Partners-III"), JMB Mortgage Partners, Ltd-IV ("Mortgage
Partners-IV"), and the managing general partner of JMB Income Properties,
Ltd.-V ("JMB Income-V"), JMB Income Properties, Ltd.-VI ("JMB Income-VI"),
JMB Income Properties, Ltd.-VII ("JMB Income-VII"), JMB Income Properties,
Ltd.-X ("JMB Income-X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI"),
JMB Income Properties, Ltd.-XII ("JMB Income-XII") and JMB Income
Properties, Ltd-XIII ("JMB Income-XIII"). JMB is also the sole general
partner of the associate general partner of most of the foregoing
partnerships. Most of the foregoing directors and officers are also
officers and/or directors of various affiliated companies of JMB including
Income Growth Managers, Inc. (the corporate general partner of IDS/JMB
Balanced Income Growth, Ltd. ("IDS/BIG")), Arvida/JMB Managers, Inc. (the
general partner of Arvida/JMB Partners, L.P. ("Arvida")) and Arvida/JMB
Managers-II, Inc. (the general partner of Arvida/JMB Partners, L.P.-II
("Arvida-II")). Most of such directors and officers are also partners of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-VII, Carlyle-IX, Carlyle-XI,
Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-
XVII, JMB Income-VI, JMB Income-VII, JMB Income-X, JMB Income-XI, JMB
Income-XII, JMB Income-XIII, Mortgage Partners-III, Mortgage Partners-IV,
Carlyle Income Plus, Carlyle Income Plus-II and IDS/BIG.
The business experience during the past five years of each such
director and officer of the Managing General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 59) is an individual general partner of JMB
Income-V. Mr. Malkin has been associated with JMB since October 1969. Mr.
Malkin is a director of Urban Shopping Centers, Inc. ("USC, Inc."), an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers. He is a Certified Public
Accountant.
Neil G. Bluhm (age 59) is an individual general partner of JMB
Income-V. Mr. Bluhm has been associated with JMB since August 1970. Mr.
Bluhm is a director of USC, Inc., an affiliate of JMB that is a real estate
investment trust in the business of owning, managing and developing
shopping centers. He is a member of the Bar of the State of Illinois and a
Certified Public Accountant.
Burton E. Glazov (age 58) has been associated with JMB since June
1971, and served as an Executive Vice President of JMB until December of
1990. He is a member of the Bar of the State of Illinois and a Certified
Public Accountant.
Stuart C. Nathan (age 55) has been associated with JMB since July
1972. Mr. Nathan is also a director of Sportmart Inc., a retailer of
sporting goods. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 63) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December 1972.
John G. Schreiber (age 50) has been associated with JMB since December
1970, and served as an Executive Vice President for JMB until December
1990. Mr. Schreiber is President of Schreiber Investments, Inc., a company
which is engaged in the real estate investing business. He is also a
senior advisor and partner of Blackstone Real Estate Partners, an affiliate
of the Blackstone Group, L.P. Since 1994, Mr. Schreiber has also served as
a Trustee of Amli Residential Property Trust, a publicly-traded real estate
investment trust that invests in multi-family properties. Mr. Schreiber
is also a director of USC, Inc. He is also a director of a number of
investment companies advised or managed by T. Rowe Price Associates and its
affiliates. He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.
H. Rigel Barber (age 47) has been associated with JMB since March
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.
Glenn E. Emig (age 49) has been associated with JMB since December
1979. Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation. He holds a Masters degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.
Gary Nickele (age 44) has been associated with JMB since February
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 48) has been associated with JMB since March 1982.
He holds a Masters degree in Business Administration from Northern Illinois
University and is a Certified Public Accountant.
Howard Kogen (age 61) has been associated with JMB since March 1973.
He is a Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers or directors. The Partnership is
required to pay a management fee to the Managing General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses. During 1996, management fees of $88,911 were
paid to the Managing General Partner and the General Partner received cash
distributions from operations of $265,425. In 1995 and 1994, no cash
distributions from operations were paid to the General Partners. No
management fees were due to the Managing General Partner for 1995 and 1994.
The General Partners received a sale distribution of $88,257 in 1994 from
the proceeds of the sale of the Holly Hill Mall shopping center. The
General Partners also received a share of the Partnership's earnings for
tax purposes aggregating $209,646 in 1996.
JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner of the Partnership, earned insurance brokerage commissions in 1996
aggregating $9,211, all of which was paid at December 31, 1996, in
connection with providing insurance coverage for the remaining real
property investments of the Partnership. Such commissions are at rates set
by insurance companies for the classes of coverage involved.
Urban Retail Properties Company, an affiliate of the Managing General
Partner, provided property management services to the Partnership in 1996
for the Parkway City Mall investment property at a fee calculated at 5% of
gross income from such property. In 1996, such affiliate earned property
management fees of $187,284 for such services, all of which was paid at
December 31, 1996. As set forth in the Prospectus of the Partnership, the
Managing General Partner must negotiate such agreements on terms no less
favorable to the Partnership than those customarily charged for similar
services in the relevant geographical area (but in no event at rates
greater than 5% of the gross income from a property), and such agreements
must be terminable by either party thereto, without penalty upon 60 days'
notice.
The General Partners of the Partnership and their affiliates may be
reimbursed for their direct expenses relating to the administration of the
Partnership and the operation of the Partnership's real property
investments. In 1996, the Managing General Partner of the Partnership and
its affiliates were due reimbursement for such out-of-pocket expenses in
the amount of $264, all of which was paid at December 31, 1996.
The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner of the Partnership.
The relationship of the Managing General Partner (and its directors and
officers) to its affiliates is set forth in Item 10 above and Exhibit 21
hereto.
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The following group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Liquidity Fund Investment 1,800.5 Interests 9.00%
Partnership Corporation indirectly (as invest-
Interests 1900 Powell Street ment manager or, through
Suite 730 affiliated entities,
Emeryville, California 94608 general partner of 11
separate investment
funds)
</TABLE>
<TABLE>
<CAPTION>
(b) The Managing General Partner, its officers and directors and the individual General Partners own the
following Interests of the Partnership:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership JMB Realty Corporation 5 Interests Less than 1%
Interests directly
Limited Partnership Managing General Partner, 5 Interests Less than 1%
Interests its officers and directly
directors and the
individual General
Partners as a group
<FN>
No officer or director of the Managing General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning ownership of the Managing General Partner.
(c) There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date
result in a change in control of the Partnership.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Managing General Partner, affiliates or their management other than
those described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements. (See Index to Financial
Statements filed with this annual report).
(2) Exhibits.
3-A.* The Prospectus of the Partnership dated July 26,
1976, as supplemented August 19, 1976, September 16, 1976, and September
21, 1976, filed with the Commission pursuant to Rules 424(b) and 424(c), is
hereby incorporated herein by reference.
3-B.* Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, and which agreement
is hereby incorporated herein by reference.
4. Mortgage Note between Huntsville Mall Associates
and New York Life Insurance Company, dated November 19, 1976, secured by
the Parkway City Mall in Huntsville, Alabama is hereby incorporated herein
by reference to the Partnership's Prospectus filed on Form S-11 (File No.
2-55624) dated July 26, 1976.
10-A. Acquisition documents including the venture
agreement relating to the purchase by the Partnership of an interest in the
Parkway City Mall in Huntsville, Alabama are hereby incorporated herein by
reference to the Partnership's Prospectus on Form S-11 dated (File No. 2-
55624) July 26, 1976.
21. List of Subsidiaries.
24. Powers of Attorney.
27. Financial Data Schedule.
----------
* Previously filed as Exhibits 3-A and 3-B,
respectively, to the Partnership's Report for December 31, 1992 on Form 10-
K (File No. 0-8469) dated March 19, 1993.
(b) No Reports on Form 8-K were required or filed since the
beginning of the last quarter of the period covered by this report.
No annual report for the fiscal year 1996 or proxy material
has been sent to the Partners of the Partnership. An annual report will be
sent to the Partners subsequent to this filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - IV
By: JMB Realty Corporation
Managing General Partner
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 21, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: JMB Realty Corporation
Managing General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 21, 1997
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 21, 1997
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 21, 1997
GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 21, 1997
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 21, 1997
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 21, 1997
STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date: March 21, 1997
*By: GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 21, 1997
JMB INCOME PROPERTIES, LTD. - IV
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----
3-A.* Pages 9-14, 70-71, 75-76 and
A-6 to A-16 of the Prospectus
of the Partnership dated July 26,
1976, as supplemented August 19,
1976, September 16, 1976 and
September 21, 1976 Yes
3-B.* Amended and Restated Agreement
of Limited Partnership Yes
4. Mortgage Note secured by the
Parkway City Mall Yes
10-A. Acquisition documents related
to the Parkway City Mall Yes
21. List of Subsidiaries No
24. Power of Attorney No
27. Financial Data Schedule No
EXHIBIT 21
LIST OF SUBSIDIARIES
The Partnership is a general partner of Huntsville Mall Associates, an
Illinois general partnership which holds title to the Parkway City Mall in
Huntsville, Alabama. Reference is made to the Notes to Consolidated
Financial Statements filed with this annual report for a description of the
terms of the Huntsville partnership agreement. The Partnership's interest
in the Huntsville joint venture partnership and the results of its
operations are included in the consolidated financial statements of the
Partnership filed with this annual report.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - IV, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1996, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.
H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer
GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1996,
and any and all amendments thereto, the 22nd day of January, 1997.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - IV, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1996, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 22nd day of January, 1997.
NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm
JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin
A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks
STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1996,
and any and all amendments thereto, the 22nd day of January, 1997.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 4,552,403
<SECURITIES> 0
<RECEIVABLES> 378,758
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,931,161
<PP&E> 16,411,136
<DEPRECIATION> 11,287,627
<TOTAL-ASSETS> 10,388,002
<CURRENT-LIABILITIES> 606,162
<BONDS> 2,374,762
<COMMON> 0
0
0
<OTHER-SE> 5,416,915
<TOTAL-LIABILITY-AND-EQUITY> 10,388,002
<SALES> 3,733,410
<TOTAL-REVENUES> 3,976,232
<CGS> 0
<TOTAL-COSTS> 1,978,018
<OTHER-EXPENSES> 207,320
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 302,890
<INCOME-PRETAX> 1,488,004
<INCOME-TAX> 0
<INCOME-CONTINUING> 937,078
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 937,078
<EPS-PRIMARY> 45.91
<EPS-DILUTED> 45.91
</TABLE>
