SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended June 30, 1994
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-11699
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BALCOR PENSION INVESTORS-IV
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(Exact name of registrant as specified in its charter)
Illinois 36-3202727
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Balcor Plaza
4849 Golf Road, Skokie, Illinois 60077-9894
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 677-2900
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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
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BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
BALANCE SHEETS
June 30, 1994 and December 31, 1993
(Unaudited)
ASSETS
1994 1993
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Cash and cash equivalents $ 12,431,062 $ 14,917,086
Cash and cash equivalents - Early Investment
Incentive Fund 215,640 278,978
Escrow deposits 1,358,286 1,607,545
Escrow deposits - restricted 232,452
Accounts and accrued interest receivable 65,883 533,526
Deferred expenses, net of accumulated
amortization of $24,794 in 1994 and
$13,530 in 1993 157,899 169,163
Other assets 78,538
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14,228,770 17,817,288
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Investment in loans receivable:
Loans receivable - first mortgage 3,091,286 1,247,350
Less:
Allowance for potential loan losses 250,000 250,000
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Net investment in loans receivable 2,841,286 997,350
Loan in substantive foreclosure 1,896,953
Real estate held for sale (net of allowance
of $1,277,805 in 1994 and 1993) 41,368,106 42,852,935
Investment in joint venture with affiliates 4,189,810 4,090,735
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48,399,202 49,837,973
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$ 62,627,972 $ 67,655,261
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LIABILITIES AND PARTNERS' CAPITAL
Accounts and accrued interest payable $ 845,356 $ 727,417
Due to affiliates 246,879 86,745
Other liabilities (principally security
and escrow deposits) 265,518 545,134
Mortgage notes payable 11,447,776 14,410,060
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Total liabilities 12,805,529 15,769,356
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Partners' capital (429,606 Limited
Partnership Interests issued) 57,522,360 59,327,887
Less Interests held by Early Investment
Incentive Fund (27,659 in 1994 and
25,777 in 1993) (7,699,917) (7,441,982)
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49,822,443 51,885,905
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$ 62,627,972 $ 67,655,261
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1994 and 1993
(Unaudited)
1994 1993
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Income:
Interest on loans receivable and loans
in substantive foreclosure $ 555,686 $ 1,476,561
Less interest on loans payable - underlying
mortgages 290,763
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Net interest income on loans receivable 555,686 1,185,798
Income from operations of real estate
held for sale 1,238,329 124,258
Participation in income (loss) of joint
venture with affiliates 198,804 (12,662)
Interest on short-term investments 264,944 192,892
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Total income 2,257,763 1,490,286
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Expenses:
Mortgage servicing fees 8,914 27,678
Administrative 673,110 638,199
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Total expenses 682,024 665,877
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Income before net gain on sales
of real estate 1,575,739 824,409
Net gain on sales of real estate 1,170,546 24,267
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Net income $ 2,746,285 $ 848,676
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Net income allocated to General Partner $ 205,971 $ 63,651
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Net income allocated to Limited Partners $ 2,540,314 $ 785,025
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Net income per average number of
Limited Partnership interests outstanding
(403,798 in 1994 and 406,533 in 1993) $ 6.29 $ 1.93
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Distributions to General Partner $ 89,502 $ 62,651
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Distributions to Limited Partners $ 4,462,310 $ 2,745,506
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Distributions per Limited Partnership
Interest $ 11.05 $ 6.75
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1994 and 1993
(Unaudited)
1994 1993
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Income:
Interest on loans receivable and loans
in substantive foreclosure $ 485,309 $ 738,680
Less interest on loans payable - underlying
mortgages 143,767
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Net interest income on loans receivable 485,309 594,913
Income (loss) from operations of real
estate held for sale 723,917 (66,560)
Participation in income (loss) of joint
venture with affiliates 97,182 (52,391)
Interest on short-term investments 122,840 78,368
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Total income 1,429,248 554,330
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Expenses:
Mortgage servicing fees 2,530 13,320
Administrative 317,510 351,939
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Total expenses 320,040 365,259
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Income before net gain on sales
of real estate 1,109,208 189,071
Net gain on sales of real estate 24,267
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Net income $ 1,109,208 $ 213,338
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Net income allocated to General Partner $ 83,190 $ 16,001
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Net income allocated to Limited Partners $ 1,026,018 $ 197,337
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Net income per average number of
Limited Partnership interests outstanding
(403,767 in 1994 and 406,386 in 1993) $ 2.54 $ 0.49
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Distribution to General Partner $ 53,701 None
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Distribution to Limited Partners $ 2,443,165 $ 2,033,265
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Distribution per Limited Partnership Interest $ 6.05 $ 5.00
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1994 and 1993
(Unaudited)
1994 1993
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Operating activities:
Net income $ 2,746,285 $ 848,676
Adjustments to reconcile net income to net
cash provided by operating activities:
Net gain on sales of real estate (1,170,546) (24,267)
Participation in income of joint
venture with affiliates (198,804) 12,662
Accrued interest income due at maturity (113,040)
Amortization of deferred expenses 11,264 2,036
Net change in:
Escrow deposits (34,722) (378,584)
Escrow deposits - restricted 232,452 (226,391)
Accounts and accrued interest
receivable 467,643 255,267
Other assets 78,538 (22,735)
Accounts and accrued interest payable 117,939 (196,165)
Due to affiliates 160,134 23,790
Other liabilities (279,707) 45,192
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Net cash provided by operating activities 2,130,476 226,441
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Investing activities:
Capital contribution to joint
venture with affiliates (19,473)
Distributions from joint venture with
affiliates 119,202 24,271
Collection of principal payments on loan
receivable and loan in substantive
foreclosure 53,017 50,560
Additions to real estate (15,599)
Proceeds from sales of real estate 3,250,000 5,770,000
Costs incurred in connection with sales
of real estate (244,360) (371,734)
Costs incurred in connection with real
estate acquired through foreclosure (350,174)
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Net cash provided by investing activities 2,808,212 5,457,498
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Financing activities:
Distributions to Limited Partners (4,462,310) (2,745,506)
Distributions to General Partner (89,502) (62,651)
Change in cash and cash equivalents -
Early Investment Incentive Fund 63,338 (66,920)
Repurchase of Limited Partnership Interests (257,935) (109,920)
Principal payments on underlying loan and
mortgage note payable (123,811) (308,653)
Proceeds from mortgage note refinancings 6,331,013
Repayment of mortgage note payables (2,838,473) (6,802,907)
Funding of capital improvement escrows (1,275,424)
Release of capital improvement escrows 283,981
Payment of deferred expenses (182,693)
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Net cash used in financing activities (7,424,712) (5,223,661)
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Net change in cash and cash equivalents (2,486,024) 460,278
Cash and cash equivalents at beginning of year 14,917,086 14,460,945
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Cash and cash equivalents at end of period $ 12,431,062 $ 14,921,223
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The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
A reclassification has been made to the previously reported 1993 statements in
order to provide comparability with the 1994 statements. This reclassification
has not changed the 1993 results. In the opinion of management, all adjustments
necessary for a fair presentation have been made to the accompanying statements
for the six months and quarter ended June 30, 1994, and all such adjustments
are of a normal and recurring nature.
2. Interest Expense:
During the six months ended June 30, 1994 and 1993, the Partnership incurred
interest expense on mortgage notes payable of $535,394 and $862,992 and paid
interest expense of $535,488 and $882,841, respectively.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the six
months and quarter ended June 30, 1994 are:
Paid
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Six Months Quarter Payable
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Mortgage servicing fees $ 11,379 $ 5,387 $ 843
Property management fees 174,997 88,035 27,776
Reimbursement of expenses to
the General Partner, at cost:
Accounting 19,128 16,247 44,735
Data processing None None 68,086
Investor communications 5,112 4,342 11,275
Legal 4,405 3,742 14,485
Portfolio management 26,708 20,874 72,442
Other 3,540 3,007 7,237
4. Real Estate Held for Sale:
The Partnership acquired the North Kent Mall and the Glendale Fashion Center in
January and March 1994, respectively. These properties were classified as real
estate held for sale at December 31, 1993. The Partnership recorded the cost of
the properties at $15,849,638 which was equal to the outstanding loan balances
plus accrued interest receivable. In addition, the Partnership increased the
bases of the properties by $304,713 which represented other receivables,
liabilities, escrows and costs recognized or incurred in connection with the
foreclosures.
5. Property Sale:
In February 1994, the Partnership sold the Republic Park Office Building
located in Aurora, Colorado in an all cash sale for $3,250,000. The carrying
value of the property sold was $1,835,094 and the Partnership incurred selling
expenses of $244,360. For financial statement purposes, the Partnership
recognized a gain of $1,170,546 on the sale of the property during the first
quarter of 1994.
6. Subsequent Event:
In July 1994, the Partnership made a distribution of $644,409 to the Limited
Partners which represents a regular quarterly distribution of available Cash
Flow of $1.50 per Interest for the second quarter of 1994.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Pension Investors-IV (the "Partnership") is a limited partnership formed
in 1982 to invest in wrap-around mortgage loans and, to a lesser extent, make
other junior mortgage loans and first mortgage loans. The Partnership raised
$214,803,000 through the sale of Limited Partnership Interests and utilized
these proceeds to fund thirty-eight loans. To date, the Partnership has
distributed $549.60 per $500 Interest, of which $314.60 represents Cash Flow
from operations and $235.00 represents a return of Original Capital. As of
June 30, 1994, there are two loans outstanding in the Partnership's portfolio.
In addition, the Partnership is operating seven properties held for sale and
holds a minority joint venture interest in one property.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1993 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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The Partnership recognized a gain on the sale of the Republic Park Office
Building during the first quarter of 1994. This, along with increased income
from the operation of the Partnership's properties held for sale, resulted in
an increase in net income during the six months and quarter ended June 30, 1994
as compared to the same periods in 1993. A reduction in interest income earned
by the Partnership on its investment in loans receivable partially offset this
increase. Further discussion of the Partnership's operations is summarized
below.
1994 Compared to 1993
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The foreclosures of the North Kent Mall and the Glendale Fashion Center in
January and March 1994, respectively, and the repayment of the Lantana Cascades
Mobile Home Park loan in October 1993 were the primary reasons for the decrease
in net interest income on loans receivable during the six months and quarter
ended June 30, 1994 as compared to the same periods in 1993. Amounts received
from the discounted repayment of the residual note received by the Partnership
as part of the Independence Green prepayment were recognized as interest income
during the second quarter of 1994 and partially offset the above decrease. See
Liquidity and Capital Resources for additional information on the discounted
repayment.
The Partnership has one non-accrual loan at June 30, 1994 which is
collateralized by the Stonehaven South Apartments located in Kansas City,
Missouri. The funds advanced by the Partnership for this non-accrual loan are
approximately $2,800,000. For non-accrual loans, income is recorded only as
cash payments are received from the borrowers. During the six months ended June
30, 1994, the Partnership received cash payments of interest income totaling
approximately $58,000 on this loan. Under the terms of the original loan
agreement, the Partnership would have received approximately $187,000 of
interest income.
The allowance for potential losses provides for potential losses on loans and
is based upon loan loss experience for similar loans and prevailing economic
conditions in the market in which the collateral properties are located and the
General Partner's analysis of specific loans in the Partnership's portfolio.
The Partnership did not recognize a provision for potential losses during the
six months ended June 30, 1994 and 1993. While actual losses may vary from time
to time because of changes in circumstances (such as occupancy rates, rental
rates, and other economic factors), the General Partner believes that adequate
recognition has been given to loss exposure in the portfolio at June 30, 1994.
Operations of real estate held for sale represent the net operations of those
properties acquired by the Partnership through foreclosure. At June 30, 1994,
the Partnership was operating seven properties which comprise approximately 16%
of the Partnership's portfolio based on original funds advanced. Operations
improved at the Palm View Apartments due to increased occupancy resulting from
the completion of exterior painting at the property during 1993. The
Partnership completed a major repair program at the Colony Apartments during
1993 which also resulted in improved occupancy and overall operations for 1994.
Rental income increased at the Pelican Pointe Apartments and interest expense
decreased at the Del Lago and Pelican Pointe apartment complexes due to the
repayment of the mortgage notes. In addition, the Partnership acquired the
North Kent Mall in January 1994 and Glendale Fashion Center in March 1994 which
generated income. Finally, the Shadows Apartments and the Republic Park Office
Building, which were generating income, and the 240 E. Ontario Office Building,
which operated at a loss, were sold in April 1993, February 1994, and June
1993, respectively. The combined effect of these events resulted in an increase
in income from the operations of the Partnership's properties during the six
months and quarter ended June 30, 1994 as compared to the same periods in 1993.
Participation in income (loss) of joint venture with affiliates represents the
Partnership's 15.37% share of the operations of the Perimeter 400 Center Office
Building. The Partnership incurred significant leasing costs at the property
during 1993 which resulted in higher occupancy levels and improved operations
at the property during 1994. As a result, the Partnership recognized a
participation in income of joint venture with affiliates during the six months
and quarter ended June 30, 1994 as compared to a participation in loss during
the same periods in 1993.
As a result of higher average cash balances available for investment and higher
interest rates earned on short-term investments, interest income on short-term
investments increased during the six months and quarter ended June 30, 1994 as
compared to the same periods in 1993.
The reduced amount of loans being serviced during 1994 due to the
relinquishment of the Oakwood Village Apartments loan through foreclosure, the
Lantana Cascades loan repayment and the 1994 foreclosures has resulted in a
decrease in mortgage servicing fees during the six months and quarter ended
June 30, 1994 as compared to the same periods in 1993.
During the six months ended June 30, 1994, the Partnership recognized a gain of
$1,170,546 on the sale of the Republic Park Office Building located in Aurora,
Colorado. See Note 5 of Notes to Financial Statements for additional
information. During the six months ended June 30, 1993, the Partnership
recognized a net gain of $24,267 on the sales of the Shadows Apartments located
in Phoenix, Arizona and the 240 E. Ontario Office Building located in Chicago,
Illinois.
Liquidity and Capital Resources
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The cash or near cash position of the Partnership decreased as of June 30, 1994
when compared to December 31, 1993. The Partnership received cash flow from its
operating activities. The operating cash flow generated from interest income
earned on its investment in loans receivable and short-term interest bearing
instruments and cash flow generated by the Partnership's properties held for
sale offset the payment of administrative expenses. The Partnership also
received funds from investing activities relating primarily to the sale of the
Republic Park Office Building in February 1994. This receipt of cash was
partially offset by the payment of costs incurred in connection with the
foreclosure of the North Kent Mall. The Partnership also used cash to fund its
financing activities which consisted primarily of the payment of distributions
to the Limited Partners and General Partner, the repayment of the mortgage note
payable on the Pelican Pointe Apartments, and the payment of principal on the
mortgage notes payable. The Partnership's cash or near cash position fluctuates
during each quarter, initially decreasing with the payment of Partnership
distributions for the previous quarter, and then gradually increasing each
month in the quarter as mortgage payments and cash flow from property
operations are received.
During the six months ended June 30, 1994, all seven properties held for sale
by the Partnership, including the North Kent Mall and Glendale Fashion Center
which were acquired through foreclosure in January and March 1994,
respectively, generated positive cash flow. The Partnership classifies the cash
flow performance of its properties as either positive, a marginal deficit or a
significant deficit, each after consideration of debt service payments unless
otherwise indicated. The Del Lago, Pelican Pointe and Regency Club apartment
complexes do not have underlying debt. A deficit is considered to be
significant if it exceeds $250,000 annually or 20% of the property's rental and
service income.
During the six months ended June 30, 1993, the Pelican Pointe and Regency Club
apartment complexes generated positive cash flow and the Colony, Del Lago and
Palm View apartment complexes generated marginal cash flow deficits. The Colony
Apartments improved from a marginal deficit to positive cash flow during 1994
due to the completion during 1993 of a repair program required under the terms
of the refinancing agreement. The Del Lago Apartments also improved from a
marginal deficit to positive cash flow during 1994 due to the repayment of its
mortgage note payable in December 1993. Finally, the improvement in cash flow
during 1994 for the Palm View Apartments was due to the completion of exterior
painting during 1993 and a resultant increase in average occupancy levels and
rental rates. The General Partner is continuing its efforts to maintain high
occupancy levels while increasing rents where possible, and to monitor and
control operating expenses and capital improvement requirements at the
properties. The General Partner will also examine the terms of any mortgage
loans collateralized by its properties, and may refinance or, in certain
instances, use Partnership reserves to repay such loans.
In January 1994, the Partnership used a portion of its cash reserves to repay
the $2,838,473 first mortgage loan collateralized by the Pelican Pointe
Apartments.
Because of the current weak real estate markets in certain cities and regions
of the country, attributable to local and regional market conditions such as
overbuilding and recessions in local economies and specific industry segments,
certain borrowers have requested that the Partnership allow prepayment of
mortgage loans. The Partnership has allowed some of these borrowers to prepay
such loans, in some cases without assessing prepayment premiums, under
circumstances where the General Partner believed that refusing to allow such
prepayment would ultimately prove detrimental to the Partnership in light of
the probable inability of the properties to generate sufficient revenues to
keep loan payments current. In other cases, borrowers have requested prepayment
in order to take advantage of lower available interest rates. In these cases,
the Partnership has collected substantial prepayment premiums.
In November 1990, the borrower of the loan collateralized by the Independence
Green Apartments repaid the loan except for a portion of the accrued interest
in the amount of $1,600,000 which was payable pursuant to the terms of a note
executed by the borrower. In June 1994, the Partnership accepted $414,000 as a
discounted repayment of the note which has been recognized as interest income
during the second quarter of 1994. In accordance with its accounting policies,
the Partnership had not reflected this note in its financial statements.
The Partnership obtained title to the North Kent Mall pursuant to a deed in
lieu of foreclosure in January 1994. In addition, the Partnership obtained
title to the Glendale Fashion Center through foreclosure in March 1994. See
Note 4 of Notes to Financial Statements for additional information.
In February, 1994, the Partnership sold the Republic Park Office Building
located in Aurora, Colorado in an all cash sale for $3,250,000. The Partnership
incurred selling expenses of $244,360. See Note 5 of Notes to Financial
Statements for additional information.
Distributions to Limited Partners can be expected to fluctuate for various
reasons. Generally, distributions are made from Cash Flow generated by interest
and other payments made by borrowers under the Partnership's mortgage loans and
from property operations. Loan prepayments and repayments can initially cause
Cash Flow to increase as prepayment premiums and participations are paid;
however, thereafter prepayments and repayments will have the effect of reducing
Cash Flow. If such proceeds are distributed, Limited Partners will have
received a return of capital and the dollar amount of Cash Flow available for
distribution thereafter can be expected to decrease. Distribution levels can
also vary as loans are placed on non-accrual status, modified or restructured
and, if the Partnership has taken title to properties through foreclosure or
otherwise, as a result of property operations.
In July 1994, the Partnership made a distribution of $644,409 to the Limited
Partners which represents a regular quarterly distribution of available Cash
Flow of $1.50 per Interest for the second quarter of 1994. The quarterly
distribution level is consistent with the amount distributed for the first
quarter of 1994. The Partnership expects to continue making regular quarterly
cash distributions; however, the level of such future distributions will be
dependent upon the cash flow generated by the receipt of mortgage payments and
improved operations of the Partnership's properties held for sale, less
mortgage servicing fees and administrative expenses. The General Partner, on
behalf of the Partnership, has retained what it believes to be an appropriate
amount of working capital to meet current cash or liquidity requirements which
may occur.
During the six months ended June 30, 1994, the General Partner, on behalf of
the Partnership, used amounts placed in the Early Investment Incentive Fund to
repurchase 1,882 Interests from Limited Partners at a total cost of $257,935.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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Glendale Fashion Center
- - -----------------------
As previously reported, the Partnership obtained title to the Glendale Fashion
Center in March 1994 through foreclosure. Prior to foreclosure, the terms of
the two first mortgage loans held by an unaffiliated lender and collateralized
by the property had been modified as a part of the bankruptcy proceedings of
the former borrower (In re Glendale Fashion Center, U.S. Bankruptcy Court,
Central District of California, Case No.: LA 91-13321 SB). Upon foreclosure,
the Partnership continued to make payments on the modified terms. The lender
believed that the modification did not survive the bankruptcy, placed the loans
in default and accelerated payment. The Partnership filed a motion in
Bankruptcy Court for a clarification of this issue and the Bankruptcy Court
ruled that the modification did survive the bankruptcy. As a result, the loan
is not considered to be in default.
Item 6. Exhibits and Reports on Form 8-K
- - -----------------------------------------
(a) (3) Exhibits:
(4) Form of Confirmation regarding Interests in the Registrant set forth as
Exhibit 4 to the Registrant's Report on Form 10-Q for the quarter ended
June 30, 1992 (Commission File No. 0-11699) is incorporated herein by
reference.
(10) (a) Agreement of Sale relating to the sale of Republic Park One Office
Building, Aurora, Colorado, previously filed as Exhibit (2) to the Registrant's
Current Report on Form 8-K dated February 2, 1994 is incorporated herein by
reference.
(b) Agreement of Sale and Escrow Agreement relating to the sale of 240 E.
Ontario Street Office Building, Chicago, Illinois, previously filed as Exhibit
(2) to the Registrant's Current Report on Form 8-K dated April 15, 1993, is
incorporated herein by reference.
(b) Reports on Form 8-K: There were no reports filed on Form 8-K during the
quarter ended June 30, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR PENSION INVESTORS-IV
By: /s/Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-III, the General Partner
By: /s/Allan Wood
------------------------------
Allan Wood
Executive Vice President, and Chief
Accounting and Financial Officer (Principal
Accounting and Financial Officer) of Balcor
Mortgage Advisors-III, the General Partner
Date: August 12, 1994
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