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 March 31, 1999
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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.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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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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<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
ASSETS
1999 1998
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Cash and cash equivalents $ 2,362,831 $ 2,398,538
Cash and cash equivalents - Early
Investment Incentive Fund 4,138,028 4,089,546
Prepaid expenses 1,896
Accrued interest receivable 25,744 23,899
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$ 6,528,499 $ 6,511,983
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 23,249 $ 35,266
Due to affiliates 65,695 63,273
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Total liabilities 88,944 98,539
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Commitments and contingencies
Limited Partners' capital (429,606
Interests issued and outstanding) 15,971,635 15,945,524
Less Interests held by Early Investment
Incentive Fund (41,330 in 1999 and 1998) (9,264,478) (9,264,478)
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6,707,157 6,681,046
General Partner's deficit (267,602) (267,602)
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Total partners' capital 6,439,555 6,413,444
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$ 6,528,499 $ 6,511,983
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The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1999 and 1998
(Unaudited)
1999 1998
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Income:
Interest on short-term investments $ 77,942 $ 111,329
Income from operations of real estate
held for sale 29,331
Other income 1,619 90,693
Recovery of loss on real estate held
for sale 285,231
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Total income 79,561 516,584
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Expenses:
Administrative 53,450 125,252
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Total expenses 53,450 125,252
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Net income $ 26,111 $ 391,332
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Net income allocated to General Partner None $ 131,572
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Net income allocated to Limited Partners $ 26,111 $ 259,760
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Net income per average number of
Limited Partnership Interests outstanding
(388,276 in 1999 and 1998) - Basic
and Diluted $ 0.07 $ 0.67
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Distribution to General Partner None $ 229,122
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Distribution to Limited Partners None $ 10,320,488
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Distribution per Limited Partnership
Interest None $ 26.58
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The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1999 and 1998
(Unaudited)
1999 1998
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Operating activities:
Net income $ 26,111 $ 391,332
Adjustments to reconcile net income
to net cash provided by operating
activities:
Recovery of loss on real estate owned (285,231)
Net change in:
Accounts and accrued interest
receivable (1,845) 5,472
Prepaid expenses (1,896) (1,715)
Accounts and accrued real estate
taxes payable (12,017) (35,558)
Due to affiliates 2,422 6,764
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Net cash provided by operating activities 12,775 81,064
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Investing activities:
Proceeds from lease termination 1,000,000
Proceeds from sale of real estate 25,000
Costs incurred in connection with
disposition of real estate (36,743)
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Net cash provided by investing activities 988,257
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Financing activities:
Distribution to Limited Partners (10,320,488)
Distribution to General Partner (229,122)
Increase in cash and cash equivalents -
Early Investment Incentive Fund (48,482) (1,219,490)
Principal payments on mortgage notes
payable (5,166)
Repayment of mortgage note payable (763,435)
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Cash used in financing activities (48,482) (12,537,701)
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Net change in cash and cash equivalents (35,707) (11,468,380)
Cash and cash equivalents at beginning
of year 2,398,538 13,969,707
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Cash and cash equivalents at end of period $ 2,362,831 $ 2,501,327
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The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the quarter ended March 31,
1999 and all such adjustments are of a normal and recurring nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold its final real estate investment in March
1998. The Partnership has retained a portion of the cash from the property
sales to satisfy the obligations of the Partnership as well as to establish a
reserve for contingencies. The timing of the termination of the Partnership and
final distribution of cash will depend upon the nature and extent of
liabilities and contingencies which exist or may arise. Such contingencies may
include legal and other fees and costs stemming from litigation involving the
Partnership. There can be no assurances as to the time frame for the conclusion
of contingencies which exist or may arise.
3. Interest Expense:
During the quarter ended March 31, 1998, the Partnership incurred and paid
interest expense on mortgage notes payable of $19,143.
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the
quarter ended March 31, 1999 are:
Paid Payable
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Reimbursement of expenses to
the General Partner, at cost $9,377 $65,695
5. Other Income:
During March 1999, the Partnership recognized other income in connection with a
partial refund of real estate taxes related to the 240 East Ontario Office
Building and a vendor refund related to the Del Lago Apartments, both of which
properties were sold in prior years.
6. Contingency:
The Partnership was involved in a lawsuit, Dee vs. Walton Street Capital
Acquisition II, LLC, whereby the Partnership, the General Partner and certain
third parties were named as defendants seeking damages relating to tender
<PAGE>
offers to purchase interests in the Partnership and nine affiliated
partnerships initiated by the third party defendants in 1996. The action has
been dismissed with prejudice, which dismissal was affirmed by the Appellate
Court of Illinois. Plaintiffs filed a further appeal to the Illinois Supreme
Court. The Illinois Supreme Court has issued a ruling in which it has declined
to hear the appeal. As a result, the Appellate Court of Illinois dismissed the
case on April 22, 1999.
<PAGE>
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 and subsequently funded four
additional loans and acquired fourteen properties through foreclosure. As of
March 31, 1999, the Partnership has no loans outstanding or properties
remaining in its portfolio.
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 1998 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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The operations of the Partnership during 1999 consisted primarily of the
receipt of interest income earned on short-term investments which was partially
offset by the payment of administrative expenses. In 1998, the Partnership
recognized a recovery of a loss related to the sale of the North Kent Outlot
and income in connection with a partial refund of 1996 real estate taxes
related to the North Kent Mall. Primarily as a result of these events, the net
income decreased during the quarter ended March 31, 1999 as compared to the
same period in 1998. Further discussion of the Partnership's operations is
summarized below.
1999 Compared to 1998
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Discussions of fluctuations between 1999 and 1998 refer to the quarters ended
March 31, 1999 and 1998.
As a result of higher average cash balances in 1998 due to the distribution to
Limited Partners in January 1998 and lower interest rates in 1999, interest
income on short-term investments decreased during 1999 as compared to 1998.
The Partnership recognized income from operations of real estate held for sale
during 1998 from the North Kent Outlot, which was sold in March 1998.
During March 1999, the Partnership recognized other income in connection with a
partial refund of real estate taxes related to the 240 East Ontario Office
Building and a vendor refund related to the Del Lago Apartments, both of which
were sold in prior years. During 1998, the Partnership recognized other income
in connection with a partial refund of 1996 real estate taxes related to the
North Kent Mall.
<PAGE>
Provisions were charged to income when the General Partner believed an
impairment has occurred to the value of its properties or in a borrower's
ability to repay a loan or in the value of the collateral property.
Determinations of fair value were made periodically on the basis of assessments
of property operations and the property's estimated sales price less closing
costs. Determinations of fair value represent estimations based on many
variables which affect the value of real estate, including economic and
demographic conditions. The Partnership did not recognize any provisions for
potential losses for its real estate held for sale during 1998. The Partnership
recognized a recovery of $285,231 and wrote off allowances of $1,206,569 in
connection with the sale of the North Kent Outlot in 1998.
Primarily due to a decrease in accounting, data processing, investor processing
and portfolio management fees, administrative expenses decreased during 1999
when compared to 1998.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $36,000 as of
March 31, 1999 as compared to December 31, 1998. Cash received from operating
activities of approximately $13,000 consisted of interest income earned on
short-term investments which was partially offset by the payment of
administrative expenses. Cash used in financing activities represents an
increase in cash and cash equivalents in the Early Investment Incentive Fund of
approximately $48,000 from interest income earned on the Fund.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold its final real estate investment in March
1998. The Partnership has retained a portion of the cash from the property
sales to satisfy the obligations of the Partnership as well as to establish a
reserve for contingencies. The timing of the termination of the Partnership and
final distribution of cash will depend upon the nature and extent of
liabilities and contingencies which exist or may arise. Such contingencies may
include legal and other fees and costs stemming from litigation involving the
Partnership. There can be no assurances as to the time frame for the conclusion
of contingencies which exist or may arise. See "Item 1. Legal Proceedings" for
additional information.
Limited Partners have received cash distributions totaling $672.56 per $500
Interest. Of this amount, $337.25 represents Cash Flow from operations and
$335.31 represents a return of Original Capital. No additional distributions
are anticipated to be made prior to the termination of the Partnership.
However, after paying final partnership expenses, any remaining cash reserves
will be distributed. Amounts allocated to the Early Investment Incentive Fund
will also be distributed at that time.
In February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners. As of March 31, 1999, there were 41,330 Interests and cash of
$4,138,028 in the Early Investment Incentive Fund.
The Partnership sold all of its remaining real property investments and
distributed a majority of the proceeds from these sales to Limited Partners in
<PAGE>
1997 and 1998. Since the Partnership no longer has any operating assets, the
number of computer systems and programs necessary to operate the Partnership
has been significantly reduced. The Partnership relies on third party vendors
to perform most of its functions and has implemented a plan to determine the
Year 2000 compliance status of these key vendors. The Partnership is within its
timeline for having these plans completed prior to the year 2000.
The Partnership's plan to determine the Year 2000 compliance status of its key
vendors involves the solicitation of information from these vendors through the
use of surveys, follow-up discussions and review of data where needed. The
Partnership has sent out surveys to these vendors and received back a majority
of these surveys. While the Partnership cannot guarantee Year 2000 compliance
by its key vendors, and in many cases will be relying on statements from these
vendors without independent verification, preliminary surveys indicate that the
key vendors performing services for the Partnership are aware of the issues and
are working on a solution to achieve compliance before the year 2000. The
Partnership is in the process of developing a contingency plan in the event any
of its key vendors are not Year 2000 compliant prior to the year 2000. As part
of its contingency plan, the Partnership will identify replacement vendors in
the event that current vendors are not substantially Year 2000 compliant by
June 30, 1999. The Partnership does not believe that failure by any of its key
vendors to be Year 2000 compliant by the year 2000 would have a material effect
on the business, financial position or results of operations of the
Partnership.
<PAGE>
BALCOR PENSION INVESTORS-IV
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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The Illinois Supreme Court has issued a ruling in which it has declined to hear
the appeal filed by the plaintiffs in the Dee vs. Walton Street Capital
Acquisition II, LLC case. As a result, the Appellate Court of Illinois
dismissed the case on April 22, 1999. This case will be deleted from all future
reports of the Partnership.
Item 6. Exhibits and Reports on Form 8-K
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(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) Material Contracts:
(i) Agreement of Sale and attachment thereto dated January 21, 1998 relating to
the sale of the North Kent Outlot, Grand Rapids, Michigan, previously filed as
Exhibit (10(e)(i) to the Partnership's Annual Report on Form 10-K for the year
ended December 31, 1997, is incorporated herein by reference.
(ii) Termination Agreement relating the sale of the North Kent Outlot, Grand
Rapids, Michigan, previously filed as Exhibit (10(e)(ii) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1997, is
incorporated herein by reference.
(iii) Agreement of Sale and attachment thereto dated February 27, 1998 relating
to the sale of the North Kent Outlot, Grand Rapids, Michigan, previously filed
as Exhibit (10(e)(iii) to the Partnership's Annual Report on Form 10-K for the
year ended December 31, 1997, is incorporated herein by reference.
(iv) Lease Termination Agreement relating to the sale of North Kent Outlot,
Grand Rapids, Michigan, previously filed as Exhibit (10(e)(iv) to the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1997,
is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the quarter ended March 31,
1999 is incorporated herein by reference.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended March 31, 1999.
<PAGE>
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
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Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Mortgage Advisors-III, the General Partner
By: /s/Jayne A. Kosik
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Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Mortgage Advisors-III,
the General Partner
Date: May 7, 1999
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<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 6501
<SECURITIES> 0
<RECEIVABLES> 26
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6528
<PP&E> 0
<DEPRECIATION> 0
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<CURRENT-LIABILITIES> 89
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 6440
<TOTAL-LIABILITY-AND-EQUITY> 6528
<SALES> 0
<TOTAL-REVENUES> 80
<CGS> 0
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<OTHER-EXPENSES> 54
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<INCOME-PRETAX> 26
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