SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year
ended December 31, 1995 Commission file number 0-16599
JMB MORTGAGE PARTNERS, LTD. - IV
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-342613
(State of organization) (I.R.S. Employer Identification No.)
900 North Michigan Avenue, Chicago, Illinois 60611
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. Not applicable.
Documents incorporated by reference: None
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . . 3
Item 3. Legal Proceedings. . . . . . . . . . . . . . . 5
Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . . 5
PART II
Item 5. Market for the Partnership's
Limited Partnership Interests and
Related Security Holder Matters. . . . . . . . 5
Item 6. Selected Financial Data. . . . . . . . . . . . 6
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . 7
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . . 11
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . 30
PART III
Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . . 30
Item 11. Executive Compensation . . . . . . . . . . . . 33
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . . 34
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . . 35
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K . . . . . . 35
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 36
i
PART I
ITEM 1. BUSINESS
All references to "Notes" are to Notes to Financial Statements
contained in this report.
The registrant, JMB Mortgage Partners, Ltd. - IV (the "Partnership"),
is a limited partnership formed in 1986 and currently governed by the
Revised Uniform Limited Partnership Act of the State of Illinois to make
first mortgage loans and senior land purchase-leasebacks/leasehold mortgage
loans and, to a lesser extent, wrap-around and junior mortgage loans and
land purchase-leaseback arrangements on a subordinated basis. On September
18, 1986, the Partnership commenced an offering of $75,000,000 (subject to
increase by up to $75,000,000) in Limited Partnership Interests (the
"Interests") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (Registration No. 33-4036). A total of 43,271.25
Interests have been sold to the public at $1,000 per Interest before
certain discounts for volume purchases (fractional interests are due to
Distribution Reinvestment Program). The holders of 34,957.2 Interests were
admitted to the Partnership in fiscal 1987; an additional 8,314.05
Interests had been admitted to the Partnership through January 22, 1988,
the final closing to admit Limited Partners. The offering to the public
terminated on December 31, 1987; no Limited Partner has made any additional
capital contribution after such date. The Limited Partners of the
Partnership share in their portion of the benefits of ownership of the
Partnership's mortgage investments according to the number of Interests
held.
The Partnership is engaged solely in the business of investing in real
estate, such as residential garden apartment complexes and smaller
commercial properties through participating first mortgage loans and
certain other mortgage investments. The Partnership's mortgage investments
are located throughout the nation and it has no mortgage investments
located outside of the United States. A presentation of information about
industry segments, geographic regions, raw materials or seasonality is not
applicable and would not be material to an understanding of the
Partnership's business taken as a whole. Pursuant to the Partnership
Agreement, the Partnership is required to terminate no later than December
31, 2036. The Partnership is self-liquidating in nature. At disposition
of a particular mortgage investment or property through sale, repayment or
maturity of such investment, the net proceeds, if any, are generally
distributed or reinvested in existing mortgage investments or properties
held rather than invested in acquiring additional mortgage investments.
The marketplaces in which the portfolio operates and real estate markets in
general are in a recovery mode. The Partnership currently expects to
conduct an orderly liquidation of its remaining investment portfolio as
quickly as practicable and to wind up its affairs no later than December
31, 1999 barring unforseen economic developments including the inability to
sell the Franklin Farm Village Center note prior to its maturity in 2001.
The Partnership has made mortgage investments in the properties listed
below.
<TABLE>
<CAPTION>
ORIGINAL
INVESTED
DATE OF CAPITAL
PROPERTY SIZE INVESTMENT PERCENTAGE (a) TYPE OF INVESTMENT
- ---------------------- ---------- --------------- --------------- ---------------------
<S> <C> <C> <C> <C>
1. Calibre Pointe
Apartments
Atlanta, Georgia. . 214 units September, 1987 15% fee ownership of land and
improvements (through joint
venture partnership) (b)
2. North Rivers Market
shopping center
North Charleston,
South Carolina. . . 204,779 December, 1987 18% fee ownership of land and
sq.ft. improvements (through joint
venture partnership) (c)
3. Riverpoint Center
shopping center
Chicago, Illinois . 196,080 August, 1987 39% participating first
sq.ft. mortgage loan
4. Franklin Farm
Village Center
shopping center
Fairfax County,
Virginia. . . . . . 104,000 December, 1991 28% participating first
sq.ft. mortgage loan
<FN>
- ---------------
(a) The computation of this percentage for investments held at December 31, 1995 does not include amounts
invested from sources other than the original net proceeds of the public offering.
(b) Reference is made to Note 2(a) for a description of the events resulting in the Partnership, through a
joint venture, obtaining legal title to this property in December 1991.
(c) Reference is made to Note 2(b) for a description of the events resulting in the Partnership, through a
joint venture, obtaining legal title to this property in May 1993.
</TABLE>
The Partnership's agreements for these mortgage investments were made
in fiscal 1991, 1989, 1988 and 1987. The Partnership's participating first
mortgage loan on the Calibre Pointe Apartments in Atlanta, Georgia is
described in Note 2(a) including the events resulting in the Partnership
obtaining legal title to the property in December 1991. The Partnership's
participating first mortgage loan on the North Rivers Market Shopping
Center in North Charleston, South Carolina is described in Note 2(b)
including the subsequent acquisition of the property in May 1993. The
Partnership's funding of a participating first mortgage loan secured by the
Riverpoint Center shopping center, located in Chicago, Illinois is
described in Note 4(a). The Partnership's initial and subsequent funding
of a participating first mortgage loan secured by the Franklin Farm Village
Center, located in Fairfax County, Virginia is described in Note 4(b).
The properties including those securing the Partnership's mortgage
investments are subject to competition from similar types of properties
(including, in certain areas, properties owned or advised by affiliates of
the General Partners) in the respective vicinities in which they are
located. Such competition is generally for the retention of existing
tenants. Additionally, the properties including those securing the
Partnership's mortgage investments are in competition for new tenants in
markets where significant vacancies are present. Reference is made to Item
7 below for discussion of competitive conditions and future plans of the
properties including those securing the Partnership's mortgage investments.
Approximate occupancy levels for certain of the properties are set forth in
the table in Item 2 below to which reference is made. The Partnership
maintains the suitability and competitiveness of its owned properties in
its markets primarily on the basis of effective rents, tenant allowances
and service provided to tenants. In the opinion of the Corporate General
Partner of the Partnership, all of the properties including those securing
the Partnership's mortgage investments or owned through a joint venture as
of December 31, 1995 are adequately insured.
The Partnership has no employees other than personnel performing on-
site duties at the North Rivers Market investment property, none of whom
are officers or directors of the Corporate General Partner of the
Partnership.
The terms of transactions between the Partnership, the General
Partners of the Partnership, and their affiliates are set forth in Item 11
below to which reference is hereby made for a description of such terms and
transactions.
ITEM 2. PROPERTIES
The Partnership has made mortgage investments in the four properties
referred to under Item 1 above, to which reference is hereby made for a
description of said investments.
The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1995 and 1994 for the Partnership's investment properties owned
during 1995:
<TABLE>
<CAPTION>
1994 1995
------------------------- -------------------------
At At At At At At At At
Principal Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
------------------ ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Calibre Point Apartments
Atlanta, Georgia. . . . . Residential 96% 97% 99% 97% 98% 90% 98% 96%
2. North Rivers Market
Shopping Center
North Charleston,
South Carolina. . . . . . Retail 88% 88% 87% 88% 80% 80% 80% 88%
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not subject to any material pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
fiscal years 1994 and 1995.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1995, there were 7,258 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Corporate General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interest. The price to be paid for the Interests as well as any other
economic aspects of the transaction will be subject to negotiation by the
investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirements that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Corporate General
Partner. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests. No transfer
will be effective until the first day of the next succeeding calendar
quarter after the requisite transfer form satisfactory to the Corporate
General Partner has been received by the Corporate General Partner. The
transferee consequently will not be entitled to receive any cash
distributions or any allocable share of profits or losses for tax purposes
until such succeeding calendar quarter. Profits or losses from operations
of the Partnership for a calendar year in which a transfer occurs will be
allocated between the transferor and the transferee based upon the number
of quarterly periods in which each was recognized as the holder of
Interests, without regard to the results of Partnership's operations during
particular quarterly periods and without regard to whether cash
distributions were made to the transferor or transferee. Profits or losses
arising from the sale or other disposition of Partnership properties will
be allocated to the recognized holder of the Interests as of the last day
of the quarter in which the Partnership recognized such profits or losses.
Cash distributions to a holder of Interests arising from the sale or other
disposition of Partnership properties will be distributed to the recognized
holder of the Interests as of the last day of the quarterly period with
respect to which distribution is made.
Reference is made to Item 6 below for a discussion of cash distribu-
tions made to the Limited Partners.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
YEARS ENDED DECEMBER 31, 1995, 1994, 1993, 1992 AND 1991
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1995 1994 1993 1992 1991
------------- ------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total revenues. . . . . . $ 2,626,166 2,400,118 2,383,337 2,569,327 2,924,405
============ ============ =========== =========== ===========
Partnership's share of
operations (loss) of
unconsolidated
ventures. . . . . . . . $ (144,192) 663,684 548,981 338,799 28,409
============ ============ =========== =========== ===========
Net earnings. . . . . . . $ 1,923,264 2,832,873 2,650,035 985,644 749,673
============ ============ =========== =========== ===========
Net earnings per
Interest (b). . . . . . $ 37.05 59.89 56.79 18.61 12.31
============ ============ =========== =========== ===========
Total assets. . . . . . . $ 36,850,082 38,080,726 37,784,769 36,949,480 37,848,389
============ ============ =========== =========== ===========
Cash distributions per
Interest (c). . . . . . $ 67.50 50.21 40.00 40.00 56.89
============ ============ =========== =========== ===========
<FN>
- -------------
(a) The above selected financial data should be read in conjunction with the financial statements and the
related notes appearing elsewhere in this annual report.
(b) The net earnings per Interest is based upon the number of Interests outstanding at the end of each
period (43,276.25).
(c) Cash distributions from the Partnership are generally not equal to Partnership income (loss) for
financial reporting or Federal income tax purposes. Each partner's taxable income from the Partnership in each
year is equal to his allocable share of the taxable income (or loss) of the Partnership, without regard to the
cash generated or distributed by the Partnership. Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to such Limited Partners and have therefore
resulted in a return of capital.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 1995, the Partnership had cash and cash equivalents of
approximately $5,206,000. Such funds will be utilized for future
distributions to partners, for working capital reserves and for additional
amounts which may be funded under the participating first mortgage loan
secured by Franklin Farm Village Center, located in Fairfax County,
Virginia as described in Note 4(b). The Partnership's share of previously
undistributed operating cash flow related to the Calibre Pointe Apartments
and North Rivers Market Shopping Center of approximately $2,094,000 was
received in the second quarter of 1995. The capital expenditures for its
unconsolidated ventures are currently budgeted to be approximately $225,000
in 1996. The Partnership's share of such items is currently budgeted to be
approximately $80,000. Actual amounts expended in 1996 may vary depending
on a number of factors including actual leasing activity, results of
property operations, liquidity considerations and other market conditions
over the course of the year. The sources of future short-term and long-
term liquidity and distributions to the Limited and General Partners are
expected to be from the collection of interest and repayment of principal
of the Partnership's participating first mortgage loan investments.
Reference is made to Note 4(a) concerning the suspension of certain
interest accruals and the provisions for loan loss on the loan secured by
the Riverpoint Shopping Center located in Chicago, Illinois.
Additional sources of both short-term and long-term liquidity and
distributions are expected to be from net cash generated by the
Partnership's investment properties, the Calibre Pointe Apartments and the
North Rivers Market Shopping Center, and from the sale of such investments.
Reference is made to Note 2 for a description of the events resulting in
the Partnership, through a joint venture, obtaining legal title to these
properties. The operations of the properties are expected to provide a
current return which is significantly less than the interest payments due
under the original mortgage loans.
Based upon the determination of the Corporate General Partner, the
Partnership has, commencing with the fourth quarter of 1994, increased the
distributions to $13.50 per $1,000 Interest per quarter from its previous
level of $12.50 per $1,000 Interest. In an effort to reduce partnership
operating expenses, the Partnership has elected to make a semi-annual
operating distribution each year beginning in November 1995.
The Partnership continues to examine a potential sale of the Calibre
Pointe Apartments given the favorable market conditions that exist in the
Atlanta market.
In June, 1994 the Lenders received a partial return in the amount of
$322,907 of the original principal funding (of which the Partnership's
share was $213,974) of the mortgage loan at Franklin Farm Village Center.
These funds relate to an "earn down" provision in the original purchase
agreement between the borrower and the seller. Due to a major tenant not
generating a certain level of sales last year, the seller had to return a
portion of the sale price it had received in 1991 at closing. The Borrower
subsequently remitted the proceeds back to the Lenders as required by the
terms of the loan agreement. The Lenders will retain these proceeds due to
the possibility of the Borrower requesting future additional fundings per
the original loan agreement as discussed in Note 4(b). In November, 1994
the Lenders finalized an agreement with the Borrower to fund the
acquisition of an outparcel and improvements adjacent to the center. The
Lenders provided permanent financing of approximately $659,000 (of which
the Partnership's share was $436,984), including 90% of the closing costs,
toward the acquisition by the Borrower of the outparcel land and
improvements. The loan bears basic interest payable monthly at the rate of
9% per annum for the first four years of this funding and 10% per annum
thereafter through maturity in November, 2001. This represented the second
subsequent funding on this mortgage loan, which leaves approximately
$1,791,000 (of which the Partnership's share is approximately $1,187,000)
available to the Borrower to fund future expansion or purchase options.
There can be no assurance that the Borrower will meet the terms and
conditions for additional funding and, therefore, it is possible these
fundings will not be made or will be less than the maximum principal
amount. Additionally, one of the tenants at the center, a major oil
company, continues to explore the extent of the possible damage caused by a
leak at one of its gasoline pumps in late 1993. The Borrower is monitoring
the situation closely and does not believe it will have a material impact
on the value of the center. Therefore, no provision for loan loss has been
established at this time. However, there can be no assurances that the
gasoline leak, as reported, will not have a material impact on the value of
the Lenders' security in the future. As of the date of this report, no
amounts currently due from the borrower of this loan are in arrears.
Occupancy of North Rivers Market Shopping Center in North Charleston,
South Carolina was 88% at December 31, 1995. The Partnership through a
joint venture obtained title to this property in May 1993. See Note 2(b).
Phar Mor, a major tenant at the center, filed for protection in August 1992
under Chapter 11 of the bankruptcy code. The Phar Mor store at the center
has continued to operate since its bankruptcy filing and has been current
on all rent payments due subsequent to filing. The manager is aggressively
attempting to lease the vacant space in the center. However, the
competitiveness of the market given the Naval facility closings in the
nearby area is expected to make it difficult to lease space in the center
thereby extending the period of time it will take to complete the lease-up
of the center and result in a decrease in cash flow from operations over
the near term. Hechinger's, who vacated its store which it owns in 1989,
continues to attempt to lease the remaining vacancy in its store to other
suitable retailers. However, in early 1995, a tenant (Sportstown) that
occupied part of the vacated Hechinger's space filed for protection under
Chapter 11 of the bankruptcy code. They have sublet their space to Sports
Authority which opened in late 1995.
As a result of the vacancies at the property and the competitiveness
of the market described above, there is uncertainty as to the Partnership's
ability to recover the net carrying value of the North Rivers Market
investment property, over its revised expected holding period. As a
result, the Partnership, as a matter of prudent accounting practice,
recorded a provision for value impairment of $2,300,000 (of which $770,000
has been allocated to the Partnership and was reflected in the
Partnership's share of operations of unconsolidated ventures for the year
ended December 31, 1995). Such provision, made as of September 30, 1995
was recorded to reduce the net carrying value of North Rivers Market to its
then estimated recoverable value.
The Silo Electronic store (12,100 sq. ft.) at Riverpoint Center
vacated its space in the third quarter 1995, and the borrower is pursuing
its legal remedies regarding the remaining amounts due. The borrower had
re-leased the space to a book store for three months at a substantially
lower rent. The borrowers subsequently leased the space to the GAP/Old
Navy Store, at a lower rent, for five years with rent commencing on July 1,
1996. As a result, the borrower has notified the lender that it is
experiencing financial difficulties and has approached the Lenders
regarding a loan modification. The lenders and borrowers have reached an
agreement in principal to defer payments of debt service payments for a
certain period of time. However, there can be no assurance that such
agreement will be finalized under these terms or any others. Based upon
the lender's financial difficulties discussed above, there is uncertainty
as to the Partnership's ability to recover the principal balance of the
loan. As a result, the Partnership, as a matter of prudent accounting
practice, recorded a provision for loan loss of $183,486 as of December 31,
1995. Such provision, in addition to a provision recorded at December 31,
1991, was recorded to reduce the net carrying value of the loan to the then
estimated fair value of the loan collateral. In addition, the Partnership
is recognizing interest income only as collected. As of the date of this
report, certain escrow payments are due to the Lender; however, the
borrower is current in its monthly debt service payments.
After reviewing the properties and competitive market places in the
portfolio, the General Partners of the Partnership expect to be able to
liquidate the remaining assets as quickly as practicable. Therefore, the
affairs of the Partnership are expected to be wound up no later than 1999,
barring unforeseen economic developments including the inability to sell
the Franklin Farm Village Center note prior to its maturity in 2001.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents and the related decrease in
investment in unconsolidated ventures at December 31, 1995 as compared to
December 31, 1994 is primarily due to the Partnership's share of the cash
distributions of approximately $2,094,000 received from the Calibre Point
Apartments and North Rivers Market Shopping Center in the second quarter of
1995 as discussed above.
The increase in interest and other receivables at December 31, 1995 as
compared to December 31, 1994 is primarily due to the timing of collection
of interest on the Partnership's investments in U.S. Government
obligations.
The decrease in mortgage notes receivable at December 31, 1995 as
compared to December 31, 1994 and the provision for loan loss for 1995 are
the result of the $183,486 loan loss provision recorded on the mortgage
note secured by the Riverpoint Center. Reference is made to Note 4(a).
Deferred interest receivable increased at December 31, 1995 as
compared to December 31, 1994 as a result of the deferral of approximately
$316,000 of additional interest earned in 1995 under the terms of the
mortgage loan receivable secured by the Franklin Farm Village Center (Note
4(b)).
The increase in amounts due to affiliates at December 31, 1995 as
compared to December 31, 1994 is primarily due to the Partnership's payable
of approximately $251,000 to the other participating lender (Mortgage
Partners III) representing interest earned by the participating lender on
the loan secured by Franklin Farm Village Center.
The decrease in other liabilities at December 31, 1995 as compared to
December 31, 1994 is primarily due to payments made from deposits held for
real estate taxes for the Riverpoint Shopping Center.
The increase in interest income for the year ended December 31, 1995
as compared to the years ended December 31, 1994 is primarily due to the
interest earned relating to the additional $437,000 funding in November
1994 at the Franklin Farm Village Center as described in Note 4(b) and to
interest earned on the Partnership's investment of the $2,094,000 received
in 1995 from Calibre Point Apartments and North Rivers Market Shopping
Center as discussed above. Interest income increased for the year ended
December 31, 1994 as compared to the same period in 1993 primarily as the
result of the additional aggregate $455,000 funding in November 1993,
partially offset by the required principal paydown of $213,974 in June
1994, at the Franklin Farm Village Center as described in Note 4(b) and by
a modest increase in interest rates on U.S. Government obligations.
The increase in general and administrative expenses for the year ended
December 31, 1995 as compared to the years ended December 31, 1994 and 1993
is attributable primarily to an increase in reimbursable costs to
affiliates of the General Partners in 1995 and the recognition of
approximately $54,000 of additional prior year reimbursable costs to such
affiliates not accrued for in 1994. Reference is made to Note 5.
The decrease in Partnership's share of operations (loss) of
unconsolidated ventures for the year ended December 31, 1995 as compared to
the year ended December 31, 1994 is primarily due to the provision for
value impairment recorded at September 30, 1995 at North Rivers Market
Shopping Center (of which the Partnership's share is $770,000). Reference
is made to Notes 1 and 2. The increase in Partnership's share of
operations of unconsolidated ventures for the year ended December 31, 1994
as compared to the same period in 1993 is due primarily to the increase in
effective rents at Calibre Pointe Apartments and higher occupancies at the
Calibre Pointe Apartments and the North Rivers Market Shopping Center.
Reference is made to Item 2.
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on the operations of the
Partnership. Inflation is not expected to significantly impact future
operations due to the expected liquidation of the Partnership by 1999.
Revenues relating to the participating first mortgage loans made by
the Partnership is the major item of income of the Partnership. Such loans
provide for participation by the Partnership in subsequent increases in
annual gross rental receipts over base amounts of the properties securing
such loans and for participation in subsequent increases in the value of
such properties in excess of specified amounts, which would offset the
impact of inflation and increased interest rates on the future loan values
of the Partnership's investments.
With respect to the properties owned by the Partnership through joint
ventures, to the extent that inflation in future periods would have an
adverse impact on property operating expenses, the effect would generally
be offset by amounts recovered from tenants as many of the long-term leases
at the Partnership's commercial property has escalation clauses covering
increases in the cost of operating and maintaining the property as well as
real estate taxes. Therefore, there should be little effect on net
operating earnings if the property remains substantially occupied. In
addition, substantially all of the leases at the Partnership's shopping
center investments contain provisions which entitle the property owner to
participate in gross receipts of tenants above fixed minimum amounts.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
INDEX
Independent Auditors' Report
Balance Sheets, December 31, 1995 and 1994
Statements of Operations, years ended December 31,
1995, 1994 and 1993
Statements of Partners' Capital Accounts, years ended
December 31, 1995, 1994 and 1993
Statements of Cash Flows, years ended December 31,
1995, 1994 and 1993
Notes to Financial Statements
SCHEDULES NOT FILED:
All schedules have been omitted as the required information is
inapplicable or the information is presented in the financial statements or
related notes.
INDEPENDENT AUDITORS' REPORT
The Partners
JMB MORTGAGE PARTNERS, LTD. - IV:
We have audited the financial statements of JMB Mortgage Partners,
Ltd. - IV (a limited partnership) as listed in the accompanying index.
These financial statements are the responsibility of the General Partners
of the Partnership. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of JMB Mortgage
Partners, Ltd. - IV at December 31, 1995 and 1994, and the results of its
operations and its cash flows for each of the years in the three-year
period ended December 31, 1995, in conformity with generally accepted
accounting principles.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 25, 1996
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
ASSETS
------
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1). . . . . . . . . . . . . . . . . $ 5,205,597 4,337,357
Interest and other receivables. . . . . . . . . . . . . . . . . . . 115,957 79,317
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 5,321,554 4,416,674
------------ -----------
Mortgage notes receivable (note 4). . . . . . . . . . . . . . . . . . 22,069,970 22,253,456
Deferred interest receivable (net of
allowance for loan loss of $436,021 in 1995
and 1994 (note 4). . . . . . . . . . . . . . . . . . . . . . . . . . 1,039,161 722,882
Investment in unconsolidated ventures,
at equity (notes 2 and 6). . . . . . . . . . . . . . . . . . . . . . 8,199,483 10,437,237
Deferred costs in connection with mortgage
investments (net of accumulated amortization
of $107,999 in 1995 and $72,217 in 1994). . . . . . . . . . . . . . 219,914 250,477
------------ -----------
$ 36,850,082 38,080,726
============ ==========
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
1995 1994
------------ -----------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . $ 180,435 198,108
Due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . 256,935 27,610
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 14,971 139,613
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . 452,341 365,331
------------ -----------
Commitments and contingencies (notes 2, 3, 4, and 5)
Partners' capital accounts (note 3):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . 1,630,142 1,310,379
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (1,585,752) (1,265,989)
------------ -----------
45,390 45,390
------------ -----------
Limited partners (43,276.25 interests):
Capital contributions, net of
offering costs . . . . . . . . . . . . . . . . . . . . . . . . . 37,619,348 37,619,348
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . 18,310,364 16,706,863
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (19,577,361) (16,656,206)
------------ -----------
36,352,351 37,670,005
------------ -----------
Total partners' capital accounts. . . . . . . . . . . . . . 36,397,741 37,715,395
------------ -----------
$ 36,850,082 38,080,726
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Interest income . . . . . . . . . . . . . . . . . . $ 2,626,166 2,400,118 2,383,337
------------ ------------ ------------
Expenses:
Mortgage investment servicing fees (note 5) . . . . 55,634 54,890 55,076
Professional services . . . . . . . . . . . . . . . 64,664 58,290 67,893
Amortization of deferred costs. . . . . . . . . . . 35,782 35,782 43,478
General and administrative. . . . . . . . . . . . . 219,144 81,967 115,836
Provision for loan loss (note 4(a)) . . . . . . . . 183,486 -- --
------------ ------------ ------------
558,710 230,929 282,283
Operating earnings. . . . . . . . . . . . . 2,067,456 2,169,189 2,101,054
Partnership's share of operations (loss)
of unconsolidated ventures (note 2) . . . . . . . . (144,192) 663,684 548,981
------------ ------------ ------------
Net earnings. . . . . . . . . . . . . . . . $ 1,923,264 2,832,873 2,650,035
============ ============ ============
Net earnings per limited
partnership interest
(note 1). . . . . . . . . . . . . . . . . $ 37.05 59.89 56.79
============ ============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (NOTE 1)
-------------------------------------------------- ---------------------------------------------------
CONTRI- NET CASH CONTRI- NET CASH
BUTIONS EARNINGS DISTRIBUTIONS TOTAL BUTIONS EARNINGS DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1992 . . . . $1,000 876,978 (832,588) 45,390 37,619,348 11,657,356 (12,752,237) 36,524,467
Net earnings
(note 3) . . -- 192,339 -- 192,339 -- 2,457,696 -- 2,457,696
Cash distri-
butions
($40.00 per
limited
partnership
interest). . -- -- (192,339) (192,339) -- -- (1,731,048) (1,731,048)
------ --------- ---------- -------- ---------- ---------- ----------- -----------
Balance at
December 31,
1993 . . . . 1,000 1,069,317 (1,024,927) 45,390 37,619,348 14,115,052 (14,483,285) 37,251,115
Net earnings
(note 3) . . -- 241,062 -- 241,062 -- 2,591,811 -- 2,591,811
Cash distri-
butions
($50.21 per
limited
partnership
interest). . -- -- (241,062) (241,062) -- -- (2,172,921) (2,172,921)
------ --------- ---------- -------- ---------- ---------- ----------- -----------
Balance at
December 31,
1994 . . . . 1,000 1,310,379 (1,265,989) 45,390 37,619,348 16,706,863 (16,656,206) 37,670,005
Net earnings
(note 3) . . -- 319,763 -- 319,763 -- 1,603,501 -- 1,603,501
Cash distri-
butions
($67.50 per
limited
partnership
interest). . -- -- (319,763) (319,763) -- -- (2,921,155) (2,921,155)
------ --------- ---------- -------- ---------- ---------- ----------- -----------
Balance at
December 31,
1995 . . . . $1,000 1,630,142 (1,585,752) 45,390 37,619,348 18,310,364 (19,577,361) 36,352,351
====== ========= ========== ======== ========== ========== =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings. . . . . . . . . . . . . . . . . . . . $ 1,923,264 2,832,873 2,650,035
Items not requiring cash or cash equivalents:
Amortization of deferred costs. . . . . . . . . . 35,782 35,782 43,478
Provision for loan loss (note 4(a)) . . . . . . . 183,486 -- --
Partnership's share of operations of
unconsolidated ventures, net of
distributions . . . . . . . . . . . . . . . . . 1,598,508 (663,684) (548,981)
Changes in:
Interest and other receivables. . . . . . . . . . (36,640) (64,137) (9,562)
Deferred interest receivable. . . . . . . . . . . (316,279) (272,655) (237,227)
Accounts payable. . . . . . . . . . . . . . . . . (17,673) (108,023) 108,690
Due to affiliates . . . . . . . . . . . . . . . . 229,325 (11,932) --
Other liabilities . . . . . . . . . . . . . . . . (124,642) (2,978) (49)
----------- ----------- -----------
Net cash provided by
operating activities. . . . . . . . . . . 3,475,131 1,745,246 2,006,384
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities of short-term
investments. . . . . . . . . . . . . . . . . . . . -- 4,655,758 524,773
Funding of mortgage notes receivable (note 4(b)). . -- (436,984) (455,290)
Partnership's distributions from unconsolidated
ventures. . . . . . . . . . . . . . . . . . . . . 639,246 -- --
Collection of principal on mortgage notes
receivable (note 4(b)). . . . . . . . . . . . . . -- 213,974 --
Payment of deferred expenses. . . . . . . . . . . . (5,219) -- --
----------- ----------- -----------
Net cash provided by
investing activities. . . . . . . . . . . 634,027 4,432,748 69,483
----------- ----------- -----------
Cash flows from financing activities:
Distributions to limited partners . . . . . . . . . (2,921,155) (2,172,921) (1,731,048)
Distributions to general partners . . . . . . . . . (319,763) (241,062) (192,339)
----------- ----------- -----------
Net cash used in
financing activities. . . . . . . . . . . (3,240,918) (2,413,983) (1,923,387)
----------- ----------- -----------
Net increase in cash and
cash equivalents. . . . . . . . . . . . . 868,240 3,764,011 152,480
Cash and cash equivalents,
beginning of year . . . . . . . . . . . . 4,337,357 573,346 420,866
----------- ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . . . . . . . $ 5,205,597 4,337,357 573,346
=========== =========== ===========
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and
other interest. . . . . . . . . . . . . . . . . . $ -- -- --
=========== =========== ===========
Non-cash investing and financing
activities. . . . . . . . . . . . . . . . . . . . $ -- -- --
=========== =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
JMB MORTGAGE PARTNERS, LTD.-IV
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
(1) OPERATIONS AND BASIS OF ACCOUNTING
The Partnership holds (either directly or through joint ventures) an
investment portfolio of United States real estate. Such portfolio is in
the form of participating first mortgage loans and, in certain cases,
equity investments through the foreclosure on such mortgage loans.
Business activities consist primarily of the collection of principal and
interest on such mortgage loans. For the properties obtained through
foreclosure, business activities consist of rentals to commercial and
residential tenants and the ultimate sale of such real estate.
The equity method of accounting has been applied in the accompanying
financial statements with respect to the Partnership's interests in Calibre
Pointe Associates and North Rivers Market Associates (note 2). The
Partnership currently expects to conduct an orderly liquidation of its
remaining investment portfolio and wind up its affairs not later than
December 31, 1999 barring unforseen economic developments including the
inability to sell the Franklin Farm Village Center note prior to its
maturity in 2001.
The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying financial statements have been prepared from such records
after making appropriate adjustments to reflect the Partnership's accounts
in accordance with generally accepted accounting principles ("GAAP"). Such
adjustments are not recorded in the records of the Partnership. The net
effect of these items for the years ended December 31, 1995 and 1994 is
summarized as follows:
<TABLE>
<CAPTION>
1995 1994
-------------------------------------------------------------
TAX BASIS
GAAP BASIS (Unaudited) GAAP BASIS TAX BASIS
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $36,850,082 44,984,708 38,080,726 44,919,117
Partners' capital
accounts (note 3):
General Partners. . . . . . . . 45,390 (21,724) 45,390 (21,724)
Limited Partners. . . . . . . . 36,352,351 44,718,962 37,670,005 44,767,993
Net earnings (note 3):
General Partners. . . . . . . . 319,763 319,763 241,062 241,062
Limited Partners. . . . . . . . 1,603,501 2,872,124 2,591,811 2,850,704
Net earnings per
limited partner-
ship interest . . . . . . . . . . 37.05 66.37 59.89 65.87
=========== =========== =========== ===========
</TABLE>
The net earnings per limited partnership interest is based upon the
number of Interests outstanding at the end of the period (43,276.25).
Certain reclassifications have been made to the 1994 and 1993
financial statements in order to conform with the 1995 presentation.
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 reporting period. Actual results may differ from such
estimates.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement.
Partnership distributions from its unconsolidated ventures are considered
cash flow from operating activities to the extent of the Partnership's
cumulative share of net earnings. In additions, the Partnership records
amounts held in U.S. Government obligations at cost which approximates
market. For the purposes of these statements, the Partnership's policy is
to consider all such amounts held with original maturities of three months
or less ($5,191,000 and $3,998,000 at December 31, 1995 and 1994,
respectively) as cash equivalents with any remaining amounts (generally
with original maturities of one year or less) reflected as short-term
investments being held to maturity.
Deferred costs in connection with mortgage investments are amortized
over the terms of the related agreements relating to such mortgage
investments using the straight-line method.
No provision for state or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law to remit directly to the taxing authorities
amounts representing withholding from distributions paid to partners.
Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
"Disclosures about Fair Value of Financial Instruments", requires all
entities to disclose the SFAS 107 value of all financial assets and
liabilities for which it is practicable to estimate. Value is defined in
the Statement as the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes the carrying amount of its
financial instruments classified as current assets and liabilities
approximates SFAS 107 value due to the relatively short maturity of these
instruments. There is no quoted market value available for any of the
Partnership's other instruments.
Basic and simple interest income on mortgage notes receivable is being
recognized using the effective interest method which results in a level
effective yield on the outstanding principal balance. The Partnership is
recognizing interest income only as collected on one of its mortgage loans
(note 4(a)).
Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan" ("SFAS #114") became effective in
January, 1994. SFAS #114 provides that the impairment of a collateralized
loan that is considered impaired (as defined) will be recognized by
creating a valuation allowance to the recorded balance of the loan to yield
a net carrying amount of the loan which is equal to the fair value of the
loan collateral. The Partnership has elected to recognize subsequent
changes in the fair value of the collateral as adjustments to this
valuation allowance.
Under the Partnership's current impairment policy, provisions for
value impairment are recorded with respect to investment properties,
pursuant to Statement of Financial Accounting Standards No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of". Therefore, the Partnership does not anticipate any effect on
its financial statements upon full adoption of SFAS 121 as required in the
first quarter of 1996. Due to the uncertainty of the Partnership's ability
to recover the net carrying value of the North Rivers Market Shopping
Center investment property through future operations or sale as the
Partnership has shortened its intended holding period for this investment
to no later than 1999, the Partnership, as a matter of prudent accounting
practice for financial reporting purposes has recorded a provision for
value impairment of $2,300,000 (of which $770,000 has been allocated to the
Partnership and was reflected in the Partnership's share of operations of
unconsolidated ventures). Such provision, made as of September 30, 1995
was recorded to reduce the net carrying value of North Rivers Market
Shopping Center to its then estimated recoverable value.
(2) VENTURE AGREEMENTS
(a) CALIBRE POINTE ASSOCIATES
In September 1987, the Partnership participated in funding $13,250,000
participating first mortgage loan, which was secured by a 214-unit luxury
apartment complex known as Calibre Pointe Apartments located in Atlanta,
Georgia. The Partnership funded $5,000,020 (a 37.736% participation) of
this loan and $8,249,980 (a 62.264% participation) was funded by JMB
Mortgage Partners, Ltd.-III ("Mortgage Partners-III"), a partnership
affiliated with the General Partners (jointly the "Lenders"). The general
partners of the borrower personally guaranteed 12-1/2% of the principal
amount of the loan. As additional security for the first mortgage loan,
the borrower delivered to the Lenders a $250,000 standby letter of credit,
upon which the Lenders were permitted to draw in the event of a loan
default.
Due to competitive market conditions, the borrower did not make all of
its required 1991 monthly interest payments under the terms of the mortgage
note. Accordingly, the Lenders provided the borrower with a notice of
default.
The Lenders obtained legal title to the property on December 3, 1991
and an affiliate of the General Partners of the Partnership assumed
management of the property (until December, 1994 when the affiliate sold
certain of its assets and assigned its interest in its contract to an
unaffiliated third party) under an agreement which provided for a fee
computed as a percentage of gross income of the property. The Lenders
contributed the property to a newly formed joint venture between themselves
(Calibre Pointe Associates) to own and operate the complex. The terms of
the venture agreement provide in general, that the benefits of ownership,
including tax effects, net cash receipts and sale proceeds are allocated or
distributed as the case may be, between the Partnership and Mortgage
Partners-III in proportion to their respective capital contributions to the
venture (37.736% by the Partnership). The Partnership recorded its net
carrying value (including liabilities of the property assumed at
acquisition) in the property contributed to the venture in an amount not in
excess of its then estimated fair value.
(b) NORTH RIVERS MARKET ASSOCIATES
In December 1987, the Partnership participated in the initial funding
of a non-recourse participating first mortgage loan in the maximum
principal amount of $19,250,000 secured by a first mortgage on a shopping
center known as the North Rivers Market Shopping Center in North
Charleston, South Carolina. The other lender was Mortgage Partners-III,
(jointly the "Lenders"). The Lenders' initial funding was $17,350,000, of
which the Partnership's share was $5,813,378 (33.5065% of the loan). Up to
an additional $1,900,000 was to have been funded by the Lenders, if certain
rental and occupancy levels were achieved.
Due to the significant vacancy level at the property, the borrower
made only a portion of the required interest payments for the years 1991
and 1992.
On May 17, 1993, the borrower, pursuant to a deed in lieu of
foreclosure, transferred legal title of the property to North Rivers Market
Associates ("NRMA") to own and operate the complex. NRMA is a joint
venture in which the Partnership and Mortgage Partners-III own 33.5065% and
66.4935% each, respectively. The terms of the venture agreement provide in
general that the benefits of ownership, including tax effects, net cash
receipts, sale proceeds, and future contribution obligations are allocated
or distributed, as the case may be, between the Partnership and the venture
partner in proportion to their respective capital accounts. An affiliate
assumed management of the property under an agreement which provides for a
fee computed as 6% of gross income of the property. The Partnership
recorded its net carrying value (including liabilities of the property
assumed at acquisition) in the property contributed to the venture in an
amount not in excess of its then estimated fair value. The Partnership
recorded a loss for Federal income tax purposes in the amount of
approximately $2,305,000 in 1993. The Partnership, as a matter of prudent
accounting practice, has recorded a value impairment in the amount of
$2,300,000 (of which $770,000 has been allocated to the Partnership and was
reflected in the Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 1995) for financial reporting
purposes. Reference is made to Note 1.
(3) PARTNERSHIP AGREEMENT
Net profits of the Partnership from operations are generally allocated
to the General Partners in an amount equal to the greater of 1% of net
profits or the amount of net cash flow actually distributed to the General
Partners, with the remaining net profits allocated to the Limited Partners.
Any net losses from Partnership operations will be allocated 90% to the
Limited Partners and 10% to the General Partners. Net profits from the
repayment or other disposition of mortgage investments will generally be
allocated first to the General Partners in an amount equal to the greater
of 1% of such net profits or the cash distributions to the General Partners
from the proceeds of such repayment or other disposition (as described
below). The remaining net profits from any disposition of mortgage
investments will be allocated to the Limited Partners. Net losses from the
repayment or other disposition of mortgage investments will be allocated
99% to the Limited Partners and 1% to the General Partners.
The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon dissolution
and termination of the Partnership. Distributions of "net cash flow" of
the Partnership will be made 90% to the Limited Partners and 10% to the
General Partners, with one-half of such net cash flow distributable to the
General Partners in the first twelve fiscal quarters following the close of
the offering subordinated to the receipt by the Limited Partners of a
stipulated return on their "current capital accounts" on a non-cumulative
basis. Distributions of "repayment proceeds" will be made 97% to the
Limited Partners and 3% to the General Partners (such 3% being subject to
certain limitations) until the Limited Partners have received repayment
proceeds equal to their capital investment plus a stipulated return on
their current capital account. Subject to the General Partners' receipt of
any deferred share of net cash flow, any remaining repayment proceeds will
be distributed 87% to the Limited Partners and 13% to the General Partners
until the Limited Partners have received repayment proceeds providing an
additional stipulated return on their current capital account. The
remaining repayment proceeds will be distributed 85% to the Limited
Partners and 15% to the General Partners. Of the cumulative distributions
of $19,577,361 paid to the Limited Partners through December 31, 1995,
$1,282,285 represents a 5% return to certain Limited Partners through
January 22, 1988 (the final admittance of the Limited Partners) for the
period during which the Limited Partner's subscription proceeds were held
in escrow.
(4) MORTGAGE NOTES RECEIVABLE
The Partnership has participated in the funding of four participating
first mortgage loans for three shopping centers (North Rivers Market,
Riverpoint Center and Franklin Farm) and one apartment complex (Calibre
Pointe Apartments). The Partnership has taken title to the underlying
collateral for the North Rivers Market and the Calibre Pointe Apartments
(note 2). Generally, the remaining agreements provide for basic interest
receivable monthly at certain specified interest rates along with annual
simple accrued interest (deferred until maturity) at rates ranging from 2%
to 3% per annum, and for additional interest in an amount equal to a
percentage of the gross receipts of the properties in excess of certain
specified levels, and for an amount equal to a percentage of the subsequent
increases in the value of the underlying properties in excess of certain
specified levels. Any payments of additional interest made by the
borrowers will be used to offset, on a dollar-for-dollar basis, the
borrower's obligation to pay simple accrued interest.
(a) RIVERPOINT CENTER, CHICAGO, ILLINOIS
In August, 1989, the Partnership participated in the funding of a non-
recourse participating first mortgage loan in the maximum principal amount
of $29,250,000. The Partnership had committed to fund a maximum of
$13,200,000 or approximately 45.128% of this loan. The remaining portion
of the loan was funded by Mortgage Partners-III, and IDS Life Account RE,
an entity advised by an affiliate of the General Partners (herein,
collectively called the "Lenders"). The loan is secured by a first
mortgage on a shopping center known as Riverpoint Center located in
Chicago, Illinois. The Lenders do not intend to make any additional
fundings beyond the $28,039,630 ($12,653,783 by the Partnership) now
funded. The ten-year loan bears basic interest at the rate of 8.884% per
annum for the first loan year, 8.75% per annum for loan years two and
three, increasing .50% per annum in the fourth and .25% per annum in the
seventh loan year to a maximum rate of 9.50% per annum, payable monthly in
advance.
The Silo Electronic store (12,100 sq. ft.) at Riverpoint Center
vacated its space in the third quarter 1995, and the borrower is pursuing
its legal remedies regarding the remaining amounts due. The borrower had
re-leased the space to a book store for three months at a substantially
lower rent. The borrowers subsequently leased the space to the GAP/Old
Navy Store, at a lower rent, for five years with rent commencing on July 1,
1996. As a result, the borrower has notified the lender that it is
experiencing financial difficulties and has approached the Lenders
regarding a loan modification. The lenders and borrowers have reached an
agreement in principal to defer payment of debt service payments for a
certain period of time. However, there can be no assurance that such
agreement will be finalized under these terms or any others. As of the
date of this report, certain escrow payments are due to the Lender;
however, the borrower is current in its monthly debt service payments.
As a result of the lender's financial difficulties discussed above,
there is uncertainty as to the Partnership's ability to recover the
principal balance of the loan. As a result, the Partnership, as a matter
of prudent accounting practice, has recorded an additional provision for
loan loss of $183,486 as of December 31, 1995. Such provision, in addition
to a provision recorded at December 31, 1991, was recorded to reduce the
net carrying value of the loan to the estimated fair value of the loan
collateral. In addition, the Partnership is recognizing interest income
only as collected.
(b) FRANKLIN FARM VILLAGE CENTER, FAIRFAX COUNTY, VIRGINIA
In December 1991, the Partnership participated in the funding of a
non-recourse participating first mortgage loan in the maximum principal
amount of $16,600,000. The Partnership has committed to fund a maximum of
$11,000,000 or approximately 66.3% of the loan. The other lender is
Mortgage Partners - III (jointly the "Lenders"). The loan is secured by a
first mortgage on a shopping center known as Franklin Farm Village Center
(the "Center") located in Fairfax County, Virginia. The Lenders have
cumulatively funded approximately $14,809,000 of which the Partnership's
share was approximately $9,818,000. Up to an additional $1,791,000 (of
which the Partnership's share is $1,187,000) may be funded if the borrower
elects to pursue certain expansion/purchase options with respect to the
land surrounding the existing Center and its parking lot. There can be no
assurance, however, that terms and conditions for any subsequent fundings
will be met and therefore, it is possible that these fundings will not be
made or will be less than the maximum principal amount.
In June, 1994, the Lenders received a partial return in the amount of
$322,907 of the original principal funding (of which the Partnership's
share was $213,974). These funds relate to an "earn down" provision in the
original purchase agreement between the borrower and the seller. Due to a
major tenant not generating a certain level of sales last year, the seller
was required to return a portion of the sale price it had received in 1991
at closing. The borrower subsequently remitted the proceeds back to the
Lenders as required by the terms of the loan agreement. The Lenders will
retain these proceeds due to the possibility of the borrower requesting
future additional fundings per the original loan agreement as discussed
above.
In late 1993, the Lenders were informed by the borrower that an
underground gasoline tank experienced a gasoline leak at the property. The
tenant, which has a ground lease with the borrower, informed the borrower
and the appropriate state agencies that gasoline was discharged into the
ground. The tenant, which operates a gasoline station at the site, is
cooperating fully with all government agencies in order to rectify this
problem in a expeditious manner. In addition, the Lenders were informed
that no underground nearby water supplies were affected nor does it appear
likely that any will be affected in the future. The tenant (an affiliate
of a national gasoline marketer) appears to have the financial resources to
fully pay for the clean up at the property. At this time, it is
undeterminable what the cost of the clean up will be. In addition, at this
time, the Lenders believe the value of the property has not been materially
affected. Therefore, no provision for loan loss has been established at
this time. However, there can be no assurances that the gasoline leak, as
reported, will not have a material impact on the value of the Lenders'
security in the future. As of the date of this report, no amounts
currently due from the borrower of this loan are in arrears.
(5) TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of December 31, 1995, 1994 and 1993 are as follows:
<TABLE>
<CAPTION>
UNPAID AT
DECEMBER 31,
1995 1994 1993 1995
-------- -------- -------- --------------
<S> <C> <C> <C> <C>
Reimbursement (at cost) for
accounting services . . . . . . . . . $ 33,542 39,637 37,459 --
Reimbursement (at cost) for
portfolio management
services. . . . . . . . . . . . . . . 20,029 19,948 -- --
Reimbursement (at cost) for
legal services. . . . . . . . . . . . 1,204 1,979 2,083 --
Reimbursement (at cost) for
administrative charges and
other out-of-pocket expenses. . . . . 83,106 1,540 6,357 27,828
-------- -------- -------- -------
$137,881 63,104 45,899 27,828
======== ======== ======== =======
<FN>
The above table reflects that during 1995, the Partnership recognized and paid certain 1994 administrative
charges of approximately $54,397 that had not previously been reimbursed.
</TABLE>
Effective October 1, 1995, the Corporate General Partner of the
Partnership engaged independent third parties to perform certain
administrative services for the Partnership which were previously performed
by, and partially reimbursed to, affiliates of the General Partners. Use
of such third parties is not expected to have a material effect on the
operations of the Partnership.
The Corporate General Partner is entitled to receive mortgage
investment servicing fees from the Partnership at an annual rate of 1/4 of
1% of the maximum amount advanced by the Partnership and outstanding from
time to time with respect to mortgage investments. The cumulative amount
of such fees aggregated $415,389 all of which were paid at December 31,
1995.
The General Partners are entitled to distributions of net cash flow
from the Partnership. The cumulative amount of such distributions
aggregated $2,027,752 at December 31, 1995, of which approximately $442,000
is being deferred in accordance with the subordination requirements of the
Partnership Agreement. All amounts deferred or payable currently do not
bear interest.
(6) INVESTMENTS IN UNCONSOLIDATED VENTURES
The following is summary financial information for Calibre Pointe
Associates (note 2(a)) and North Rivers Market Associates (note 2(b)) as of
and for the years ended December 31, 1995 and 1994:
1995 1994
----------- -----------
Current assets. . . . . . . . . . . $ 2,166,337 5,805,385
Current liabilities . . . . . . . . (268,027) (247,343)
----------- -----------
Working capital. . . . . . . . 1,898,310 5,558,042
----------- -----------
Investment properties,
net of depreciation . . . . . . . 20,984,008 23,683,649
Other assets, net . . . . . . . . . 41,375 55,798
Other liabilities, net. . . . . . . (34,074) (19,935)
Venture partners' equity. . . . . . (14,690,136) (18,840,317)
----------- -----------
Partnership's capital. . . . . $ 8,199,483 10,437,237
=========== ===========
Represented by :
Invested capital. . . . . . . . . $ 8,592,685 8,592,685
Cumulative cash distributions . . (2,093,562) --
Cumulative net earnings . . . . . 1,700,360 1,844,552
----------- -----------
$ 8,199,483 10,437,237
=========== ===========
Total income. . . . . . . . . . . . $ 3,873,125 3,822,930
=========== ===========
Expenses applicable to
operating income. . . . . . . . . $ 4,423,732 1,960,107
=========== ===========
Net earnings (loss) . . . . . . . . $ (550,607) 1,862,823
=========== ===========
Total income, expenses related to operating income, and net earnings
of Calibre Pointe Apartments and North Rivers Market Shopping Center for
the year ended December 31, 1993 were $3,602,953, $1,898,193 and
$1,704,760, respectively.
(7) SELECTED FINANCIAL INFORMATION (UNAUDITED)
Pursuant to the requirements of the Securities and Exchange
Commission, the following is a summary of historical financial information
for the properties securing the participating first mortgage loans:
Riverpoint Center and Franklin Farm Village Center as of and for the years
ended December 31, 1995 and 1994. Such information is not related to
current market values.
1995 1994
----------- -----------
Current assets. . . . . . . . . . . $ 959,464 1,269,103
Current liabilities . . . . . . . . (5,510,065) (4,418,773)
----------- -----------
Working capital. . . . . . . . (4,550,601) (3,149,670)
----------- -----------
Investment properties,
net of depreciation. . . . . . . . 36,715,230 37,868,815
Other assets. . . . . . . . . . . . 855,833 1,014,790
Other liabilities . . . . . . . . . -- --
Long-term debt. . . . . . . . . . . (42,522,097) (42,845,014)
----------- -----------
Owners' equity (deficit) . . . $(9,501,635) (7,111,079)
=========== ===========
Represented by:
Partners' capital (deficit) . . . $(9,017,655) (6,991,096)
Current year loss
(including depreciation) . . . . (483,980) (119,983)
----------- -----------
$(9,501,635) (7,111,079)
=========== ===========
Total income . . . . . . . . . $ 5,994,344 6,428,113
Expenses related to
operating income. . . . . . . (6,478,324) (6,548,096)
----------- -----------
Net loss . . . . . . . . . . . $ (483,980) (119,983)
=========== ===========
Total income, expenses related to operating income, and net loss of
the Riverpoint Center and Franklin Farm Village Center for the year ended
December 31, 1993 were $5,979,592, $6,731,982 and ($752,390), respectively.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes in or disagreements with accountants during
fiscal years 1995 and 1994.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership is JMB Realty
Corporation, a Delaware corporation, substantially all of the outstanding
stock of which is owned directly or indirectly, by certain of its officers
and directors and members of their families. JMB has responsibility for
all aspects of the Partnership's operations, subject to the requirement
that sales of real property must be approved by the Associate General
Partner of the Partnership, AGPP Associates, L.P. Effective December 31,
1995, AGPP Associates, L.P. acquired all of the partnership interests in
Mortgage Associates-IV, L.P., the Associate General Partner which then
dissolved. AGPP elected to continue the business of Mortgage Associates-
IV, L.P. AGPP Associates, L.P., an Illinois limited partnership, with JMB
as its sole general partner, continues as the Associate General Partner.
The Associate General Partner shall be directed by a majority in interest
of its limited partners (who are generally officers, directors and
affiliates of JMB or its affiliates) as to whether to provide its approval
of any sale of real property (or any interest therein) of the Partnership.
The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities. Certain services have been and may
in the future be provided to the Partnership or its investment properties
by affiliates of the General Partners, including property management
services and insurance brokerage services. In general, such services are
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates. The General Partners and their affiliates may be in
competition with the Partnership under certain circumstances, including, in
certain geographical markets, for tenants for properties and/or for the
sale of properties. Because the timing and amount of cash distributions
and profits and losses of the Partnership may be affected by various
determinations by the General Partners under the Partnership Agreement,
including whether and when to sell or refinance a property, the
establishment and maintenance of reasonable reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have a conflict of interest with
respect to such determinations.
The names, positions held and length of service therein of each
director, and the executive and certain other officers of the Corporate
General Partner are as follows:
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/17/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91
There is no family relationship among the foregoing directors or
officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 5, 1996. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 5,
1996. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-
IX ("Carlyle-IX"), Carlyle Real Estate Limited-X ("Carlyle-X"), Carlyle
Real Estate Limited-XI ("Carlyle-XI"), Carlyle Real Estate Limited
Partnership-XII ("Carlyle-XII"), Carlyle Real Estate Limited Partnership-
XIII ("Carlyle-XIII"), Carlyle Real Estate Limited Partnership-XIV
("Carlyle-XIV"), Carlyle Real Estate limited Partnership-XV ("Carlyle-XV"),
Carlyle Real Estate Limited Partnership-XVI ("Carlyle-XVI"), Carlyle Real
Estate Limited Partnership-XVII ("Carlyle-XVII"), JMB Mortgage Partners,
Ltd. ("Mortgage Partners"), JMB Mortgage Partners, Ltd.-II ("Mortgage
Partners-II"), JMB Mortgage Partners, Ltd.-III ("Mortgage Partners-III"),
Carlyle Income Plus, Ltd. ("Carlyle Income Plus"), and Carlyle Income Plus,
Ltd.-II ("Carlyle Income Plus-II") and the managing general partner of JMB
Income Properties, Ltd.-IV ("JMB Income-IV"), JMB Income Properties, Ltd.-V
("JMB Income-V"), JMB Income Properties, Ltd.-VI ("JMB Income-VI"), JMB
Income Properties, Ltd.-IX"), JMB Income Properties, Ltd.-X, ("JMB Income-
X"), JMB Income Properties, Ltd.-XI ("JMB Income-XI"), JMB Income
Properties, Ltd.-XII ("JMB Income -XII"), and JMB Income Properties, Ltd.-
XIII, ("JMB Income-XIII"). JMB is also the sole general partner of the
associate general partner of most of the foregoing partnerships. Most of
the foregoing directors and officers are also officers and/or directors of
various affiliated companies of JMB including Arvida/JMB Managers, Inc.
(the general partner of Arvida/JMB Partners, L.P. ("Arvida")), Arvida/JMB
Managers-II, Inc. (the general partner of Arvida/JMB Partners, L.P.-II
("Arvida-II"), and Income Growth Managers, Inc. (the general partner of
IDS/JMB Balance Income Growth, Ltd. ("IDS/BIG")). Most of such directors
and officers are also partners of certain partnerships which are associate
general partners in the following real estate limited partnerships:
Carlyle-VII, Carlyle-IX, Carlyle-X, Carlyle-XI, Carlyle-XII, Carlyle-XIII,
Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB
Income-IX, JMB Income-X, JMB Income-XI, JMB Income-XII, JMB Income-XIII,
Mortgage Partners, Mortgage Partners-II, Mortgage Partners-III, Carlyle
Income Plus, Carlyle Income Plus-II and IDS/BIG.
The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 58) is an individual general partner of JMB
Income-IV and JMB Income-V. Mr. Malkin has been associated with JMB since
October, 1969. Mr. Malkin is a director of Urban Shopping Centers, Inc.,
an affiliate of JMB that is a real estate investment trust in the business
of owning, managing and developing shopping centers. He is a Certified
Public Accountant.
Neil G. Bluhm (age 58) is an individual general partner of JMB
Income-IV, JMB Income-V. Mr. Bluhm has been associated with JMB since
August, 1970. Mr. Bluhm is a director of Urban Shopping Centers, Inc., an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers. He is a member of the
Bar of the State of Illinois and a Certified Public Accountant.
Burton E. Glazov (age 57) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
He is a member of the Bar of the State of Illinois and a Certified Public
Accountant.
Stuart C. Nathan (age 54) has been associated with JMB since July,
1972. Mr. Nathan is also a director of Sportmart, Inc., a retailer of
sporting goods. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 62) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.
John G. Schreiber (age 49) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate business. He is also a
senior advisor and partner of Blackstone Real Estate Partners, an affiliate
of the Blackstone Group, L.P. He is now also a director of Urban Shopping
Centers, Inc., an affiliate of JMB that is a real estate investment trust
in the business of owning, managing and developing shopping centers, and a
director of a number of investment companies advised or managed by T. Rowe
Price Associates and its affiliates. Since 1994 Mr. Schreiber has also
served as a Trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties. He
holds a Masters degree in Business Administration from Harvard University
Graduate School of Business.
H. Rigel Barber (age 46) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.
Glenn E. Emig (age 48) has been associated with JMB since December,
1979. Prior the becoming Executive Vice President of JMB, Mr. Emig was
Executive Vice President and Treasurer of JMB Institutional Realty
Corporation. He holds a Masters Degree in Business Administration from the
Harvard University Graduate School of Business and is a certified Public
Accountant.
Gary Nickele (age 43) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 47) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.
Howard Kogen (age 60) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The General Partners of the Partnership are entitled to receive a
share of cash distributions, when and as cash distributions are made to the
Limited Partners, and a share of profits or losses. Reference is also made
to Notes 3 and 6 for a description of such transactions, distributions and
allocations. In 1994 and 1995, the General Partners received $241,062 and
$319,763 of cash distributions, respectively. The General Partners
received a share of Partnership earnings for tax purposes aggregating
$319,763 in 1995.
The Corporate General Partner is entitled to receive mortgage
investment servicing fees from the Partnership at an annual rate of 1/4 of
1% of the maximum amount advanced by the Partnership and outstanding from
time to time with respect to mortgage investments. The servicing fee is
payable from the date the Partnership first advances funds with respect to
a mortgage investment. The cumulative amount of such fees aggregated
$415,389, all of which were paid at December 31, 1995.
An affiliate of the General Partner is entitled to property management
fees for the North Rivers Market Shopping Center. In 1995, the
Partnership's proportionate share of these fees was $32,991, all of which
was paid at December 31, 1995.
JMB Realty Corporation and its affiliates are entitled to receive
application and commitment fees in connection with the receipt of loan
applications and the issuance of commitments to make mortgage loans and to
enter into land purchase-leasebacks. Such application and commitment fees
shall not exceed 3% of the gross proceeds of the offering. To the extent
they are paid by actual or prospective borrowers or sellers of land, the
fees otherwise payable by the Partnership will be reduced. As of December
31, 1995, JMB has received $667,964 of such fees from the borrowers and the
Partnership has paid $630,172 of such fees to the Corporate General
Partner.
The Corporate General Partner and its affiliates may be reimbursed for
their direct expenses or out-of-pocket expenses relating to the offering,
the administration of the Partnership and the funding of the Partnership's
mortgage investments. In fiscal year 1995, an affiliate of the General
Partners was due reimbursement for such out-of-pocket expenses in the
amount of $83,106 of which $27,828 was unpaid at December 31, 1995.
The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner. The relationship of
the Corporate General Partner (and its director and officers) to its
affiliates is set forth above in Item 10 above.
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No person or group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.
(b) The Corporate General Partner, its officers and directors and the Associate General Partner own the
following Interests of the Partnership:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership JMB Realty 5 Interests Less than 1%
Interests Corporation indirectly (1)
Limited Partnership Corporate General 8.78371 Interests Less than 1%
Interests Partner, its indirectly (1)
officers and directors,
and the Associate
General Partner
<FN>
(1) Includes 5 Interests owned by the Initial Limited Partner of the Partnership for which JMB Realty
Corporation, as the indirect majority shareholder of the Initial Limited Partners is deemed to have the voting and
investment power.
No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.
(c) There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date
result in a change in control of the Partnership.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the General Partners, their affiliates or their management other than those
described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements (See Index to Financial Statements
filed with this report.)
(2) Exhibits
3-A. The Prospectus of the Partnership dated September 18,
1986, as supplemented January 22, 1987, April 23, 1987, June 12, 1987,
August 6, 1987, September 14, 1987, and September 28, 1987 as filed with
the commission pursuant to Rules 424 (b) and 424 (c), is hereby
incorporated herein by reference. Copies of pages 8-15, 46-47, and A-7 to
A-21 of the Prospectus are hereby incorporated herein by reference to
Exhibit 3-A to the Partnership's report for December 31, 1992 on Form 10-K
(File No. 0-16599) dated March 19, 1993.
3-B. Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, included in the Partnership'
report on Form S-11 (File No. 33-4036) dated September 18, 1986 which
agreement is hereby incorporated herein by reference.
10-A. Loan documents related to the Partnership's
participation in the funding of a first mortgage loan secured by a first
mortgage on Riverpoint Center Shopping Center located in Chicago, Illinois,
is hereby incorporated herein by reference to the Partnership's Form 8-K
(File No. 33-4036) dated September 5, 1989.
10-B. Loan documents related to the Partnership's
participation in the funding of a participating first mortgage loan secured
by Franklin Farm Village Center Shopping located Fairfax County, Virginia,
is hereby incorporated herein by reference to the Partnership's Form 8-K
(File No. 0-16599) dated November 21, 1991.
10-C. First and Second Amendments to the loan documents dated
September 28, 1993 and November 23, 1994, respectively, between
Rosenfeld/Franklin Farm Village Center L.P. and Mortgage Partners, Ltd.-IV,
relating to additional loan amounts, are hereby incorporated herein by
reference to the Partnership's report for December 31, 1994 on Form 10-K
(File No. 0-16599) dated March 27, 1995.
21. List of Subsidiaries
24. Powers of Attorney
27. Financial Data Schedule
No annual report or proxy material for the fiscal year 1995 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Partnership has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
JMB MORTGAGE PARTNERS, LTD. - IV
By: JMB Realty Corporation
Corporate General Partner
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 25, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: JMB Realty Corporation
Corporate General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 25, 1996
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 25, 1996
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 25, 1996
GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 25, 1996
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 25, 1996
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 25, 1996
STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date: March 25, 1996
*By: GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date:March 25, 1996
JMB MORTGAGE PARTNERS, LTD. - IV
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----
3-A. Copies of pages 8-15, 46-47
and A-7 to A-21 of the Prospectus
of the Partnership dated
September 18, 1986, (as
supplemented) Yes --
3-B. Amended and Restated Agreement
of Limited Partnership Yes --
10-A. Riverpoint Center Loan Documents Yes --
10-B. Franklin Farm Village
Loan Documents Yes --
10-C. First and Second Amendments
to Franklin Farm Village
Loan Documents Yes --
21. List of Subsidiaries No --
24. Powers of Attorney No --
27. Financial Data Schedule No --
EXHIBIT 21
LIST OF SUBSIDIARIES
The Partnership is a general partner in Calibre Pointe Associates, an
Illinois general partnership which holds title to the Calibre Pointe
Apartments.
The Partnership is a general partner in North Rivers Market
Associates, an Illinois general partnership which holds title to the North
Rivers Market Shopping Center.
Reference is made to Note 2 for a summary description of the terms of
such partnership agreements. The Partnership's interest in the foregoing
joint venture partnerships, and the results of their operations are
included in the Financial Statements of the Partnership filed with this
annual report.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of JMB MORTGAGE PARTNERS,
LTD. - IV, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1995, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 5th day of February, 1996.
H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer
GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1995,
and any and all amendments thereto, the 5th day of February, 1996.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the corporate general partner of JMB MORTGAGE PARTNERS,
LTD. - IV, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1995, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 5th day of February, 1996.
NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm
JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin
A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks
STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
A. Lee Sacks
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1995,
and any and all amendments thereto, the 5th day of February, 1996.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 5,205,597
<SECURITIES> 0
<RECEIVABLES> 115,957
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,321,554
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 36,850,082
<CURRENT-LIABILITIES> 452,341
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 36,397,741
<TOTAL-LIABILITY-AND-EQUITY> 36,850,082
<SALES> 2,626,166
<TOTAL-REVENUES> 2,626,166
<CGS> 0
<TOTAL-COSTS> 91,416
<OTHER-EXPENSES> 467,294
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,067,456
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,923,264
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,923,264
<EPS-PRIMARY> 37.05
<EPS-DILUTED> 37.05
</TABLE>
