SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
September 30, 1998 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) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
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 [ ]
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . 10
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 13
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 6,831,208 5,539,319
Rents and other receivables . . . . . . . . . . . . . . . . . . . . 33,794 440,968
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 40,629 25,675
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 167,277 750
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 7,072,908 6,006,712
------------ -----------
Investment property held for sale or disposition. . . . . . . . . . . 4,861,108 4,860,403
------------ -----------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 4,200 5,845
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 194,440 224,974
------------ -----------
$ 12,132,656 11,097,934
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 547,704 508,287
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 33,815 29,828
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 11,100 13,851
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 50,997 74,814
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 149,719 --
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 793,335 626,780
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 18,997 17,595
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . 820,107 820,107
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 1,450,331 1,866,179
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 3,082,770 3,330,661
Venture partner's equity in venture . . . . . . . . . . . . . . . . . 1,932,651 1,516,794
Partners' capital accounts (deficits):
General partners:
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 2,381,318 2,363,983
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (3,640,853) (3,640,853)
------------ -----------
(1,259,535) (1,276,870)
------------ -----------
Limited partners (20,005 interests):
Capital contributions, net of offering costs. . . . . . . . . . . 17,996,292 17,996,292
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 41,361,769 40,512,348
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (50,981,291) (50,981,291)
------------ -----------
8,376,770 7,527,349
------------ -----------
Total partners' capital accounts. . . . . . . . . . . . . . . 7,117,235 6,250,479
------------ -----------
$ 12,132,656 11,097,934
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ 718,525 731,415 2,505,596 2,173,214
Interest income . . . . . . . . . . . . . . . 82,653 59,358 225,090 167,925
----------- ---------- ---------- ----------
801,178 790,773 2,730,686 2,341,139
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . 51,386 62,920 162,960 199,245
Depreciation. . . . . . . . . . . . . . . . . -- 88,944 -- 274,136
Property operating expenses . . . . . . . . . 334,272 400,663 1,166,355 1,134,100
Professional services . . . . . . . . . . . . -- -- 50,725 56,752
Amortization of deferred expenses . . . . . . 548 11,437 1,645 34,312
General and administrative. . . . . . . . . . 19,490 20,767 66,388 69,436
----------- ---------- ---------- ----------
405,696 584,731 1,448,073 1,767,981
----------- ---------- ---------- ----------
395,482 206,042 1,282,613 573,158
Venture partner's share of
venture's operations. . . . . . . . . . . . . (137,458) (73,008) (415,857) (225,393)
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . $ 258,024 133,034 866,756 347,765
=========== ========== ========== ==========
Net earnings (loss) per limited
partnership interest. . . . . . . . $ 12.64 6.52 42.46 17.04
=========== ========== ========== ==========
Cash distributions per limited
partnership interest. . . . . . . . $ -- -- -- --
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 866,756 347,765
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 274,136
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 1,645 34,312
Venture partner's share of venture's operations . . . . . . . . . . . . 415,857 225,393
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 407,174 199,820
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,954) (19,855)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (166,527) (153,864)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 30,534 77,797
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,987 14,960
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,751) (2,147)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (23,817) 16,394
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 149,719 141,327
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 1,402 (3,250)
----------- -----------
Net cash provided by (used in) operating activities . . . . . . . 1,669,025 1,152,788
----------- -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (705) (1,628)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . -- (5,457)
----------- -----------
Net cash provided by (used in) investing activities . . . . . . . (705) (7,085)
----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (376,431) (340,751)
----------- -----------
Net cash provided by (used in) financing activities . . . . . . . (376,431) (340,751)
----------- -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
----------- -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . 1,291,889 804,952
Cash and cash equivalents, beginning of year. . . . . . . . . . . 5,539,319 4,552,403
----------- -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 6,831,208 5,357,355
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 165,711 201,392
=========== ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - IV
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997
which are included in the Partnership's 1997 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.
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.
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. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a 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. As of September 30, 1997, the Partnership committed to a plan
to sell the Parkway City Mall investment property. Accordingly, the
consolidated property has been classified as held for sale or disposition
in the accompanying consolidated financial statements. The results of
operations, net of venture partners' share, for the property were $904,458
and $401,276, respectively, for the nine months ended September 30, 1998
and 1997.
TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of
September 30, 1998 and for the nine months ended September 30, 1998 and
1997 were as follows:
Unpaid at
September 30,
1998 1997 1998
-------- ------- -------------
Property management
and leasing fees. . . . . . $141,005 127,957 --
Insurance commissions . . . . 10,307 9,573 --
Reimbursement (at cost) for
out-of-pocket expenses. . . -- 154 --
-------- ------- ------
$151,312 137,684 --
======== ======= ======
<PAGE>
HUNTSVILLE (PARKWAY CITY MALL)
The joint venture has entered into a contract with an unaffiliated
third party for the sale of the property which, if consummated, would
result in a gain for financial reporting and Federal income tax purposes in
1998. However, the sale contract is subject to several contingencies, and
consequently, there can be no assurance that the transaction will be
finalized under the proposal or any other conditions.
As of September 30, 1998, occupancy of the shopping center was 61%.
In addition, approximately 7% of the shopping center was occupied by
tenants occupying space on temporary basis. The property is producing
cash flow for the joint venture. Montgomery Ward, which occupied
approximately 75,000 square feet or 18% of the center, closed its store at
the center on December 31, 1997 pursuant to a bankruptcy petition.
Montgomery Ward paid rent pursuant to its original lease agreement through
March 1998 at which time Montgomery Ward entered into an assignment and
assumption agreement with Proffitt's Incorporated to assign its interest in
its lease at the shopping center to Proffitt's. In order to encourage such
assignment, the joint venture agreed in principle with Proffitt's to allow
the former Montgomery Ward store to remain unoccupied for a period not to
exceed two years, pending a redevelopment of the shopping center. During
this time no minimum or percentage rent will be due under the former
Montgomery Ward lease. There can be no assurance that any redevelopment of
the shopping center will be completed. However, the joint venture believes
that this arrangement is necessary to position the property for sale to a
potential buyer. Additionally, in March 1998, Proffitt's entered into a
non-binding letter of intent to open two new stores at the shopping center
(one of which would be located at the former Montgomery Ward store
location, as discussed above) in connection with a potential redevelopment
of the shopping center.
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, had announced their intention to open
stores at the proposed third mall. The potential development of the third
mall has, for several years, had a substantial adverse effect on
Huntsville's ability to market the Parkway City Mall for lease or sale.
Recently, an additional shopping center developer has begun redevelopment
of an existing mid-size shopping center approximately three miles from the
property which, when completed, will increase the competitiveness of the
Huntsville market.
ADJUSTMENTS
In the opinion of the Managing General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
1998 and for the three and nine months ended September 30, 1998 and 1997.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
remaining investment.
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 these and any additional potential tender
offers for Interests.
During 1997 and 1998, some of the Holders of Interests in the
Partnership received unsolicited tender offers from unaffiliated third
parties to purchase up to 4.9% of the Interests in the Partnership at a
price of $150 per Interest. The Partnership recommended against acceptance
of these offers on the basis that, among other things, the offer price was
inadequate. All such offers have expired. As of the date of this report,
the Partnership is aware that 11.06% of the Interests in the Partnership
have been purchased by such unaffiliated third parties either pursuant to
such tender offers or through negotiated purchases. In addition, 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.
At September 30, 1998, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $6,831,000, of which
approximately $1,541,000 represents the joint venture partner's share of
undistributed cash flow from operations of Huntsville. The remaining funds
of approximately $5,290,000 are available for distributions to partners,
tenant improvements and other capital expenditures at the Parkway City
Mall, cash incentives to major department stores and for working capital
requirements. In November 1998, Huntsville made a distribution of
previously undistributed cash in the amount of $4,000,000, of which
$2,640,000 represented the Partnership's share.
The General Partners expect to conduct an orderly liquidation as
quickly as practicable. The affairs of the Partnership are expected to be
wound up no later than December 31, 1999, possibly in 1998, barring
unforeseen economic developments. Toward that end, the joint venture
recently entered into a contract with an unaffiliated third party for the
sale of its investment property in 1998. If such sale is consummated, the
Partnership expects to proceed to terminate its affairs no later than
December 31, 1998. However, the sale is subject to several contingencies,
and consequently, there can be no assurance that the sale will be finalized
under the current proposal or any other conditions.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at September 30, 1998 as
compared to December 31, 1997 and interest income for the three and nine
months ended September 30, 1998 as compared to the three and nine months
ended September 30, 1997 is primarily due to cash flow generated from
property operations at the Parkway City Mall which has been retained by the
venture as described in the notes.
The decrease in rents and other receivables and unearned rents at
September 30, 1998 as compared to December 31, 1997 is primarily due to
timing of rental receipts at the Parkway City Mall.
<PAGE>
The increase in escrow deposits and the corresponding increase in
accrued real estate taxes at September 30, 1998 as compared to December 31,
1997 is primarily due to the timing of the payment of real estate taxes
related to the Parkway City Mall.
The increase in rental income for the nine months ended September 30,
1998 as compared to the nine months ended September 30, 1997 is primarily
due to an increase in the rents received from temporary tenants as well as
an increase in base rents primarily as a result of the space previously
occupied by Yeilding's being vacant during 1997 until Castner Knott took
occupancy in October 1997 at the Parkway City Mall. Additionally, in the
second quarter of 1998, Huntsville received approximately $130,000 as a
settlement from a former tenant that had previously filed for bankruptcy.
The decrease in depreciation expense for the three and nine months
ended September 30, 1998 as compared to the three and nine months ended
September 30, 1997 is due to depreciation expense no longer being incurred
on the Parkway City Mall as a result of this property being classified as
held for sale or disposition in accordance with SFAS 121 on September 30,
1997, and therefore, not subject to continued depreciation as of that date.
The increase in venture partner's share of venture's operations for
the three and nine months ended September 30, 1998 as compared to the three
and nine months ended September 30, 1997 is primarily due to the increases
of rental and interest income, discussed above, at the Parkway City Mall.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's remaining
investment property:
<CAPTION>
1997 1998
------------------------------------- ------------------------------
At At At At At At At At
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>
1. Parkway City Mall
Huntsville, Alabama . . . 74% 74% 75% 61% 61% 61% 61%
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 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.
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 have been filed during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company 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)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 11, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 11, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 6,831,208
<SECURITIES> 0
<RECEIVABLES> 241,700
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,072,908
<PP&E> 4,861,108
<DEPRECIATION> 0
<TOTAL-ASSETS> 12,132,656
<CURRENT-LIABILITIES> 793,335
<BONDS> 1,450,331
<COMMON> 0
0
0
<OTHER-SE> 7,117,235
<TOTAL-LIABILITY-AND-EQUITY>12,132,656
<SALES> 2,505,596
<TOTAL-REVENUES> 2,730,686
<CGS> 0
<TOTAL-COSTS> 1,168,000
<OTHER-EXPENSES> 117,113
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 162,960
<INCOME-PRETAX> 1,282,613
<INCOME-TAX> 0
<INCOME-CONTINUING> 866,756
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 866,756
<EPS-PRIMARY> 42.46
<EPS-DILUTED> 42.46
</TABLE>
