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
June 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
JUNE 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 6,579,367 5,539,319
Rents and other receivables . . . . . . . . . . . . . . . . . . . . 102,249 440,968
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . -- 25,675
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 111,768 750
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 6,793,384 6,006,712
------------ -----------
Investment property held for sale or disposition. . . . . . . . . . . 4,861,108 4,860,403
------------ -----------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 4,748 5,845
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 204,617 224,974
------------ -----------
$ 11,863,857 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)
-----------------------------------------------------
JUNE 30, DECEMBER 31,
1998 1997
------------- ------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 534,237 508,287
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 43,443 29,828
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 11,815 13,851
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . 82,594 74,814
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 105,450 --
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 777,539 626,780
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 19,395 17,595
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . 820,107 820,107
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 1,592,412 1,866,179
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 3,209,453 3,330,661
Venture partner's equity in venture . . . . . . . . . . . . . . . . . 1,795,193 1,516,794
Partners' capital accounts (deficits):
General partners:
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 2,376,158 2,363,983
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (3,640,853) (3,640,853)
------------ -----------
(1,264,695) (1,276,870)
------------ -----------
Limited partners (20,005 interests):
Capital contributions, net of offering costs. . . . . . . . . . . 17,996,292 17,996,292
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 41,108,905 40,512,348
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (50,981,291) (50,981,291)
------------ -----------
8,123,906 7,527,349
------------ -----------
Total partners' capital accounts. . . . . . . . . . . . . . . 6,859,211 6,250,479
------------ -----------
$ 11,863,857 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 SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ 919,647 689,946 1,787,071 1,441,799
Interest income . . . . . . . . . . . . . . . 73,295 56,634 142,437 108,568
----------- ---------- ---------- ----------
992,942 746,580 1,929,508 1,550,367
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . 53,940 67,004 111,574 136,325
Depreciation. . . . . . . . . . . . . . . . . -- 92,602 -- 185,192
Property operating expenses . . . . . . . . . 437,082 374,619 832,083 733,437
Professional services . . . . . . . . . . . . 10,725 20,694 50,725 56,752
Amortization of deferred expenses . . . . . . 549 11,438 1,097 22,875
General and administrative. . . . . . . . . . 20,881 32,622 46,898 48,669
----------- ---------- ---------- ----------
523,177 598,979 1,042,377 1,183,250
----------- ---------- ---------- ----------
469,765 147,601 887,131 367,117
Venture partner's share of
venture's operations. . . . . . . . . . . . . (188,051) (64,160) (278,399) (152,385)
----------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . $ 281,714 83,441 608,732 214,732
=========== ========== ========== ==========
Net earnings (loss) per limited
partnership interest. . . . . . . . $ 13.80 4.09 29.82 10.52
=========== ========== ========== ==========
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
SIX MONTHS ENDED JUNE 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 608,732 214,732
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 185,192
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 1,097 22,875
Venture partner's share of venture's operations . . . . . . . . . . . . 278,399 152,385
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 338,719 242,657
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 25,675 21,226
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (111,018) (102,576)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 20,357 71,088
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,615 20,198
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,036) (775)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,780 31,612
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 105,450 94,218
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 1,800 (3,250)
----------- -----------
Net cash provided by (used in) operating activities . . . . . . . 1,288,570 949,582
----------- -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (705) (1,629)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . -- (5,457)
----------- -----------
Net cash provided by (used in) investing activities . . . . . . . (705) (7,086)
----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (247,817) (224,328)
----------- -----------
Net cash provided by (used in) financing activities . . . . . . . (247,817) (224,328)
----------- -----------
<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. . . . . . . 1,040,048 718,168
Cash and cash equivalents, beginning of year. . . . . . . . . . . 5,539,319 4,552,403
----------- -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 6,579,367 5,270,571
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 113,610 137,100
=========== ===========
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
JUNE 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 $653,315
and $271,635, respectively, for the six months ended June 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 June 30,
1998 and for the six months ended June 30, 1998 and 1997 were as follows:
Unpaid at
June 30,
1998 1997 1998
-------- ------- -------------
Property management
and leasing fees. . . . . . $ 96,170 92,803 --
Insurance commissions . . . . 9,527 9,220 --
Reimbursement (at cost) for
out-of-pocket expenses. . . -- 126 --
-------- ------- ------
$105,697 102,149 --
======== ======= ======
<PAGE>
HUNTSVILLE (PARKWAY CITY MALL)
As of June 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 Partnership 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.
The joint venture has had discussions with a potential buyer for the
shopping center, the participants in which may include the developer
contemplating the proposed third mall in the Huntsville market. Under the
proposal, such buyer would purchase and redevelop the shopping center
rather than develop such third mall. Pending such negotiations, which are
preliminary in nature, such developer has suspended its development of the
third mall. Until such discussions are finalized, the joint venture is
actively marketing the Parkway City Mall for sale to other potential
buyers. However, there can be no assurance that a sale of the shopping
center will be completed.
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: progress made toward the
potential redevelopment of the shopping center, potential increased
competition from any new shopping mall in the area, the relative
attractiveness of retail properties for investment purposes, conditions for
retailing generally, interest rates, the actual operations of the Parkway
City Mall, 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
Parkway City Mall. 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.
<PAGE>
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 June 30, 1998
and for the three and six months ended June 30, 1998 and 1997.
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 10.9% 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 June 30, 1998, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $6,579,000, of which
approximately $1,442,000 represents the joint venture partner's share of
undistributed cash flow from operations of Huntsville. The remaining funds
of approximately $5,137,000 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.
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, barring unforeseen economic
developments.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at June 30, 1998 as compared
to December 31, 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.
<PAGE>
The decrease in rents and other receivables as well as the increase in
unearned rents at June 30, 1998 as compared to December 31, 1997 is
primarily due to timing of rental receipts at the Parkway City Mall.
The increase in escrow deposits and the corresponding increase in
accrued real estate taxes at June 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 three and six months ended
June 30, 1998 as compared to the three and six months ended June 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, Parkway City Mall 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 six months
ended June 30, 1998 as compared to the three and six months ended June 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 property operating expenses for the three and six
months ended June 30, 1998 as compared to the three and six months ended
June 30, 1997 is primarily due to increases in repairs and maintenance
costs and legal fees related to tenant issues at the Parkway City Mall
investment property.
<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%
</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.
10. 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 (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: August 12, 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: August 12, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 6,579,367
<SECURITIES> 0
<RECEIVABLES> 214,017
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,793,384
<PP&E> 4,861,108
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,863,857
<CURRENT-LIABILITIES> 777,539
<BONDS> 1,592,412
<COMMON> 0
0
0
<OTHER-SE> 6,859,211
<TOTAL-LIABILITY-AND-EQUITY>11,863,857
<SALES> 1,787,071
<TOTAL-REVENUES> 1,929,508
<CGS> 0
<TOTAL-COSTS> 833,180
<OTHER-EXPENSES> 97,623
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 111,574
<INCOME-PRETAX> 887,131
<INCOME-TAX> 0
<INCOME-CONTINUING> 608,732
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 608,732
<EPS-PRIMARY> 29.82
<EPS-DILUTED> 29.82
</TABLE>
