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, 1997 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, Illinois60611
(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
<PAGE>
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. . . . . . . . . . . 8
Item 7A. Quantitative and Qualitative
Disclosure About Market Risk . . . . . . . 10
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . 11
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . 37
PART III
Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . 37
Item 11. Executive Compensation . . . . . . . . . . 40
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . 41
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . 42
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K . . . . 42
SIGNATURES . . . . . . . . . . . . . . . . . . . . . 44
i
<PAGE>
PART I
ITEM 1. BUSINESS
Unless otherwise indicated, all references to "Notes" are to Notes to
Financial Statements contained in this report. Capitalized terms used
herein, but not defined, have the same meanings as used in the Notes.
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 were sold to the public at $1,000 per Interest before certain
discounts for volume purchases (fractional interests are due to
Distribution Reinvestment Program). The offering 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 was 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. As of December 31, 1997, all of the
Partnership's investments in real estate have been liquidated. The
Partnership's mortgage investments were located throughout the nation, and
it had 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, were held for working capital, distributed or reinvested in
existing mortgage investments or properties held rather than invested in
acquiring additional mortgage investments. Reference is also made to
Item 7.
The Partnership made mortgage investments in the properties listed
below.
<PAGE>
<TABLE>
<CAPTION>
DATE OF SALE OR
PROPERTY SIZE INVESTMENT REPAYMENT DATE TYPE OF INVESTMENT
- ---------------------- ---------- --------------- --------------- ---------------------
<S> <C> <C> <C> <C>
1. Calibre Pointe
Apartments
Atlanta, Georgia . 214 units September, 1987 5-30-96 Fee ownership of land and
improvements (through joint
venture partnership) (a)
2. North Rivers Market
shopping center
North Charleston,
South Carolina . . 204,779 December, 1987 12-30-97 Fee ownership of land and
sq.ft. improvements (through joint
venture partnership) (b)
3. Riverpoint Center
shopping center
Chicago, Illinois. 196,080 August, 1987 12-24-96 Participating first
sq.ft. mortgage loan (c)
4. Franklin Farm
Village Center
shopping center
Fairfax County,
Virginia . . . . . 104,000 December, 1991 10-30-96 Participating first
sq.ft. mortgage loan (c)
<FN>
- ---------------
(a) Reference is made to the Notes for a description of the events resulting in the Partnership, through a
joint venture, obtaining legal title to this property in December 1991 and for a description of the subsequent
sale of this property in May 1996.
(b) Reference is made to the Notes for a description of the events resulting in the Partnership accounting
for its investment as a joint venture investment in real estate effective September 1, 1992. Also, reference is
made to the Notes for a description of the sale of this property in December 1997.
(c) Reference is made to the Notes filed with this annual report for a description of the events resulting
in the repayment of this mortgage loan.
</TABLE>
<PAGE>
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 the Notes including the events resulting in the Partnership
obtaining legal title to the property in December 1991 and subsequent sale
in May 1996. The Partnership's participating first mortgage loan on the
North Rivers Market Shopping Center in North Charleston, South Carolina is
described in the Notes including the subsequent acquisition of the property
in May 1993 and subsequent sale in December 1997. The Partnership's
fundings of a participating first mortgage loan secured by the Riverpoint
Center shopping center, located in Chicago, Illinois and subsequent payoff
in December 1996 is described in the Notes. The Partnership's fundings of
a participating first mortgage loan secured by the Franklin Farm Village
Center, located in Fairfax County, Virginia and subsequent payoff in
October 1996 is described in the Notes. All such descriptions from the
Notes are incorporated herein by reference.
The properties which secured the Partnership's investments were
subject to competition from similar types of properties (including, in
certain areas, properties owned by affiliates of the General Partners) in
the respective vicinities in which they were located. Such competition was
generally for the retention of existing tenants. Additionally, the
properties securing the Partnership's investments were in competition for
new tenants. Reference is made to Item 7. The Partnership maintained the
suitability and competitiveness of its owned properties in their markets
primarily on the basis of effective rents, tenant allowances and service
provided to tenants.
The Partnership has no employees other than personnel performing on-
site duties at the North Rivers Market investment property, prior to its
sale in December 1997, 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 had 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 1997 and 1996 for the Partnership's investment property owned during
1997:
<PAGE>
<TABLE>
<CAPTION>
1996 1997
--------------------------------------------------
Principal At At At At At At At At
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. North Rivers Market
Shopping Center
North Charleston,
South Carolina . . . . . Retail 85% 83% 83% 81% 87% 87% 88% N/A
<FN>
- --------------------
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
<PAGE>
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 1996 and 1997.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1997, there were 6,898 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, which, may be granted or withheld in its sole and absolute
discretion. 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 or have other
rights of a Limited Partner. 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.
Reference is made to Item 7 below for a discussion of unsolicited
tender offers received from unaffiliated third parties.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
YEARS ENDED DECEMBER 31, 1997, 1996, 1995, 1994 AND 1993
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1997 1996 1995 1994 1993
------------ ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total revenues . . . . . $ 438,487 2,468,952 2,626,166 2,400,118 2,383,337
============ ========== ========== ========== ==========
Partnership's share of
operations (loss) of
unconsolidated
ventures . . . . . . . $ 405,869 556,008 (144,192) 663,684 548,981
============ ========== ========== ========== ==========
Gains on sales of
properties by uncon-
solidated ventures. . . $ 1,554,939 980,379 -- -- --
============ ========== ========== ========== ==========
Net earnings
(loss). . . . . . . . . $ 2,284,827 3,358,771 1,923,264 2,832,873 2,650,035
============ ========== ========== ========== ==========
Net earnings (loss)
per Interest (b):
Earnings (loss)
before gains on sales
of investment
properties. . . . . . $ 9.60 48.85 37.05 59.89 56.79
Gains on sales of
properties by
unconsolidated
ventures. . . . . . . 32.78 22.42 -- -- --
------------ ---------- ---------- ---------- ----------
Net earnings . . . . . . $ 42.38 71.27 37.05 59.89 56.79
============ ========== ========== ========== ==========
Total assets . . . . . . $ 7,915,146 32,261,029 36,850,082 38,080,726 37,784,769
============ ========== ========== ========== ==========
Cash distributions
per Interest (c). . . . $ 601.63 174.57 67.50 50.21 40.00
============ ========== ========== ========== ==========
<PAGE>
<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 (loss) 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>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As a result of the public offering of interests as described in
Item 1, the Partnership had approximately $37,600,000 (after deducting
selling expenses and other offering costs) with which to make mortgage
investments and to satisfy working capital requirements. A portion of the
proceeds was utilized to make the mortgage loans described in Item 1 above.
At December 31, 1997, the Partnership had cash and cash equivalents of
approximately $2,800,000. In addition, approximately $4,960,000 was
received from the North Rivers Market joint venture in January 1998
representing a substantial portion of the Partnership's share of the
proceeds received upon the sale of the property. In February 1998,
approximately $6,881,000 ($159 per Interest) was distributed to the Limited
Partners and approximately $120,000 to the General Partners representing a
substantial portion of the sales proceeds from the sale of the North Rivers
Market investment property and a portion of the Partnership's working
capital reserves. As the Partnership's last remaining real estate
investment was sold in December 1997, the remaining funds will be held to
pay for the Partnership's remaining expenses and liabilities with any
remaining amounts expected to be distributed to the Limited and General
Partners upon liquidation of the Partnership pursuant to the provisions of
the Partnership Agreement. In connection with the sale of the North Rivers
Market shopping center and as is customary in such transactions, certain
representations and warranties were made to the buyer of the North Rivers
Market shopping center (in the maximum amount of $500,000 or approximately
$167,500 to the Partnership) as discussed more fully in the Notes. In
February 1997, approximately $23,153,000 ($535 per Interest) was
distributed to the Limited Partners representing a portion of the proceeds
of the repayment of Franklin Farm and Riverpoint mortgage loans as
discussed below. In addition, approximately $2,597,000 ($60 per Interest)
was distributed to the Limited Partners in November 1997 representing
distributions of prior Partnership cash generated from operations and a
portion of the Partnership's working capital reserve. The General Partners
will not receive their subordinated portion of sales and repayment proceeds
due to the limitations upon such distributions as discussed in the Notes.
During 1996, some of the Limited Partners in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.9% of the Interests in the Partnership at $425 per Interest. The
Partnership recommended against acceptance of these offers on the basis
that, among other things, the offer prices were inadequate. The board of
directors of JMB Realty Corporation ("JMB"), the corporate general partner
of the Partnership, has established a special committee (the "Special
Committee") consisting of certain directors of JMB to deal with all matters
relating to tender offers for Interests in the Partnership, including any
and all responses to such tender offers. The Special Committee has
retained independent counsel to advise it in connection with any potential
tender offers for Interests and has retained Lehman Brothers Inc. as
financial advisor to assist the Special Committee in evaluating and
responding to any additional potential tender offers for Interests.
The Partnership has been made aware that in July and September 1997
and January 1998, three unsolicited tender offers to some of the Holders of
Interests were made by an unaffiliated third party. These offers sought to
purchase up to 4.9% of the Interests in the Partnership at prices ranging
from $45 to $105 per Interest. All of such offers have now expired. The
Special Committee recommended against acceptance of these offers on the
basis that, among other things, the offer price was inadequate. As of the
date of this report, the Partnership is aware that 2.49% of the outstanding
Interests have been purchased in 1996, 1997 and 1998 by all such
unaffiliated third parties either pursuant to such tender offers or through
negotiated purchases. As the Partnership is currently winding up its
affairs and expects to make a final liquidating distribution in late 1998,
it is unlikely that any further tender offers will be made for Interests.
<PAGE>
FRANKLIN FARM VILLAGE CENTER
During July 1996, the Lenders executed an agreement with the borrower
regarding an early repayment of the mortgage loan. Such agreement allowed
the borrower to repay the loan at a predetermined amount prior to
November 8, 1996. Pursuant to such agreement, the Lenders received
$16,275,000 on October 30, 1996 (of which the Partnership's share was
$10,784,629) as payment in full of all principal and interest due on the
mortgage loan. Reference is made to the Notes for a further description of
such events.
NORTH RIVERS MARKET SHOPPING CENTER
The Partnership had committed to a plan to sell the property in the
near term and had classified this property as held for sale as of
December 31, 1996. On December 30, 1997 the North Rivers Market Associates
joint venture sold the land and related improvements of the North Rivers
Market Shopping Center for $14,708,742. Reference is made to the Notes for
a further description of such event.
RIVERPOINT CENTER
The borrower had notified the Lenders that it was experiencing
financial difficulties and approached the Lenders regarding a loan
modification. During the third quarter of 1996, the Lenders and borrowers
finalized a loan modification. In conjunction with the modification
agreement, the Lenders agreed to accept at certain dates through June 30,
1997 repayment of the loan at specified amounts. As repayment of the loan
per such agreement yielded the Lenders an amount less than the carrying
amount of the loan, the Partnership recognized as of July 1, 1996 an
additional provision for loan loss of $105,168. On December 24, 1996, the
borrower, in accordance with the agreement, repaid the lenders $27,400,000
(of which the Partnership's share was $12,365,128) in full satisfaction of
the mortgage loan. References is made to the Notes for a further
description of such events.
CALIBRE POINT APARTMENTS
Calibre Pointe Associates sold the property on May 30, 1996 for
$14,450,000 (before selling costs) which was paid in cash at closing.
Reference is made to the Notes for a further description of such events.
GENERAL
In an effort to reduce Partnership operating expenses, the Partnership
elected to make a semi-annual operating distribution each year beginning in
November 1995.
The affairs of the Partnership are expected to be wound up in 1998,
barring unforeseen economic developments. The Partnership's goal of
capital appreciation will not be achieved. Aggregate sale and repayment
distributions received by Holders of Interests over the entire term of the
Partnership will be less than their original investment.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at December 31, 1997 as
compared to December 31, 1996 is due primarily to distributions of
approximately $23,153,000 ($535 per Interest) in February 1997 and
$2,600,000 ($60 per Interest) in late November 1997, respectively, made to
the Limited Partners representing substantially all of the proceeds from
the repayment of the Franklin Farm Village Center and Riverpoint Shopping
Center mortgage loans in 1996, previously undistributed cash generated from
operations and a portion of the Partnership's working capital reserve. The
Partnership also distributed approximately $240,000 of operating cash flow
in May 1997 ($24,042 of which was the General Partners' share).
<PAGE>
The increase in investment in unconsolidated ventures, at equity at
December 31, 1997 as compared to December 31, 1996 is primarily due to the
sale of the North Rivers Market Shopping Center by the unconsolidated
venture in late 1997 but the Partnership's share of the proceeds of the
sale not being remitted to the Partnership until early 1998.
The decrease in other liabilities at December 31, 1997 as compared to
December 31, 1996 is primarily due to deposits held for real estate taxes
and insurance for the Riverpoint Shopping Center. Such amounts were
remitted to the borrower in 1997 in conjunction with the December 1996 loan
repayment.
The decreases in interest income and mortgage investment servicing
fees for the year ended December 31, 1997 as compared to the year ended
December 31, 1996 and the year ended December 31, 1996 as compared to the
year ended December 31, 1995 are due primarily to the repayment of the
Riverpoint Center and Franklin Farm Village Center mortgage loans in 1996.
The increase in professional services for the year ended December 31,
1996 as compared to the year ended December 31, 1995 is due primarily to
expenses incurred in connection with tender offer matters discussed above.
The decrease in amortization of deferred costs for the year ended
December 31, 1997 as compared to the year ended December 31, 1996 and the
increase in amortization of deferred costs for the year ended December 31,
1996 as compared to the year ended December 31, 1995 is due to all such
costs becoming fully amortized due to the 1996 repayment of the mortgage
loans secured by the Franklin Farm Village Center and Riverpoint Shopping
Center.
The provisions for loan loss for 1996 and 1995 are the result of loan
loss provisions recorded on the mortgage note secured by the Riverpoint
Shopping Center.
The decrease in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 1997 as compared to the year ended
December 31, 1996 is due primarily to the sale of the Calibre Pointe
Apartments in May 1996. The increase in Partnership's share of operations
of unconsolidated ventures for the year ended December 31, 1996 as compared
to the year ended December 31, 1995 is primarily due to the provision for
value impairment of $2,300,000 recorded at September 30, 1995 at North
Rivers Market Shopping Center (of which the Partnership's share was
approximately $771,000).
The gain on sale of property by unconsolidated venture of $1,554,939
in 1997 and $980,379 in 1996 is due to the December 1997 sale of the North
Rivers Market Shopping Center and to the May 1996 sale of the Calibre
Pointe Apartments, respectively.
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. Due to the sale of the Partnership's last remaining
investment property in 1997 and the expected liquidation of the Partnership
during 1998, inflation is not expected to significantly impact future
operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
INDEX
Independent Auditors' Report
Balance Sheets, December 31, 1997 and 1996
Statements of Operations, years ended December 31,
1997, 1996 and 1995
Statements of Partners' Capital Accounts, years ended
December 31, 1997, 1996 and 1995
Statements of Cash Flows, years ended December 31,
1997, 1996 and 1995
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.
NORTH RIVERS MARKET ASSOCIATES
(A GENERAL PARTNERSHIP)
INDEX
Independent Auditors' Report
Balance Sheets, December 31, 1997 and 1996
Statements of Operations, years ended December 31,
1997, 1996 and 1995
Statements of Partners' Capital Accounts, years ended
December 31, 1997, 1996 and 1995
Statements of Cash Flows, years ended December 31,
1997, 1996 and 1995
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.
<PAGE>
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, 1997 and 1996, and the results of its
operations and its cash flows for each of the years in the three-year
period ended December 31, 1997, in conformity with generally accepted
accounting principles.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 25, 1998
<PAGE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
ASSETS
------
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . $ 2,783,994 28,105,829
Interest and other receivables . . . . . . . . . . . . . . . . 12,154 341,995
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . 2,796,148 28,447,824
------------ -----------
Investment in unconsolidated ventures,
at equity . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,118,998 3,813,205
------------ -----------
$ 7,915,146 32,261,029
============ ==========
<PAGE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
1997 1996
------------ -----------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . $ 20,377 183,999
Due to affiliates. . . . . . . . . . . . . . . . . . . . . . . 15,477 42,216
Other liabilities. . . . . . . . . . . . . . . . . . . . . . . 7,683 97,373
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . 43,537 323,588
------------ -----------
Commitments and contingencies
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings. . . . . . . . . . . . . . . . . . . 2,355,338 1,904,412
Cumulative cash distributions. . . . . . . . . . . . . . . . (2,164,626) (1,850,218)
------------ -----------
191,712 55,194
------------ -----------
Limited partners (43,276.25 interests):
Capital contributions, net of
offering costs. . . . . . . . . . . . . . . . . . . . . . . 37,619,348 37,619,348
Cumulative net earnings. . . . . . . . . . . . . . . . . . . 23,228,766 21,394,865
Cumulative cash distributions. . . . . . . . . . . . . . . . (53,168,217) (27,131,966)
------------ -----------
7,679,897 31,882,247
------------ -----------
Total partners' capital accounts . . . . . . . . . . . 7,871,609 31,937,441
------------ -----------
$ 7,915,146 32,261,029
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Interest income. . . . . . . . . . . . . . . . $ 438,487 2,468,952 2,626,166
------------ ------------ ------------
Expenses:
Mortgage investment servicing fees . . . . . . -- 51,189 55,634
Professional services. . . . . . . . . . . . . 62,708 88,258 64,664
Amortization of deferred costs . . . . . . . . -- 221,069 35,782
General and administrative . . . . . . . . . . 51,760 180,884 219,144
Provision for loan loss. . . . . . . . . . . . -- 105,168 183,486
------------ ------------ ------------
114,468 646,568 558,710
------------ ------------ ------------
324,019 1,822,384 2,067,456
Partnership's share of operations (loss)
of unconsolidated ventures . . . . . . . . . . 405,869 556,008 (144,192)
------------ ------------ ------------
Earnings (loss) before gains on sales
of investment properties . . . . . . 729,888 2,378,392 1,923,264
Gains on sales of properties by
unconsolidated ventures. . . . . . . . . . . . 1,554,939 980,379 --
------------ ------------ ------------
Net earnings (loss). . . . . . . . . . $ 2,284,827 3,358,771 1,923,264
============ ============ ============
Net earnings (loss) per
limited partnership interest:
Earnings (loss) before gains on
sales of investment properties. . . $ 9.60 48.85 37.05
Gains on sales of properties by
unconsolidated ventures . . . . . . 32.78 22.42 --
------------ ------------ ------------
$ 42.38 71.27 37.05
============ ============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (43,276.25)
-------------------------------------------------- ---------------------------------------------------
NET NET
CONTRI- EARNINGS CASH CONTRI- EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL BUTIONS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ----------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
(loss). . . . -- 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
Net earnings
(loss). . . . -- 274,270 -- 274,270 -- 3,084,501 -- 3,084,501
Cash distri-
butions
($174.57 per
limited
partnership
interest) . . -- -- (264,466) (264,466) -- -- (7,554,605)(7,554,605)
------ --------- ---------- -------- ---------- ---------- ----------------------
<PAGE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS - CONTINUED
GENERAL PARTNERS LIMITED PARTNERS (43,276.25)
-------------------------------------------------- ---------------------------------------------------
NET NET
CONTRI- EARNINGS CASH CONTRI- EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL BUTIONS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ----------------------------------
Balance at
December 31,
1996. . . . . 1,000 1,904,412 (1,850,218) 55,194 37,619,348 21,394,865 (27,131,966)31,882,247
Net earnings
(loss). . . . -- 450,926 -- 450,926 -- 1,833,901 -- 1,833,901
Cash distri-
butions
($601.63 per
limited
partnership
interest) . . -- -- (314,408) (314,408) -- -- (26,036,251)(26,036,251)
------ --------- ---------- -------- ---------- ---------- ----------------------
Balance at
December 31,
1997. . . . . $1,000 2,355,338 (2,164,626) 191,712 37,619,348 23,228,766 (53,168,217) 7,679,897
====== ========= ========== ======== ========== ========== ======================
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earning (loss) . . . . . . . . . . . . . . $ 2,284,827 3,358,771 1,923,264
Items not requiring cash or cash equivalents:
Amortization of deferred costs . . . . . . . -- 221,069 35,782
Provision for loan loss. . . . . . . . . . . -- 105,168 183,486
Partnership's share of operations of
unconsolidated ventures, net of
distributions. . . . . . . . . . . . . . . 249,146 657,946 1,598,508
Gain on sale of property by uncon-
solidated venture. . . . . . . . . . . . . . (1,554,939) (980,379) --
Changes in:
Interest and other receivables . . . . . . . 329,841 (226,038) (36,640)
Deferred interest receivable . . . . . . . . -- 1,039,161 (316,279)
Accounts payable . . . . . . . . . . . . . . (163,622) 45,780 (17,673)
Due to affiliates. . . . . . . . . . . . . . (26,739) (256,935) 229,325
Other liabilities. . . . . . . . . . . . . . (89,690) 82,402 (124,642)
----------- ----------- -----------
Net cash provided by (used in)
operating activities . . . . . . . . 1,028,824 4,046,945 3,475,131
----------- ----------- -----------
Cash flows from investing activities:
Partnership's distributions from
unconsolidated ventures, including
cash proceeds from sale of property. . . . . -- 4,708,711 639,246
Collection of principal on mortgage
notes receivable . . . . . . . . . . . . . . -- 21,964,802 --
Payment of deferred costs. . . . . . . . . . . -- (1,155) (5,219)
----------- ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . . . -- 26,672,358 634,027
----------- ----------- -----------
Cash flows from financing activities:
Distributions to limited partners. . . . . . . (26,036,251) (7,554,605) (2,921,155)
Distributions to general partners. . . . . . . (314,408) (264,466) (319,763)
----------- ----------- -----------
<PAGE>
JMB MORTGAGE PARTNERS, LTD. - IV
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996 1995
----------- ----------- -----------
Net cash provided by
(used in) financing
activities . . . . . . . . . . . . . (26,350,659) (7,819,071) (3,240,918)
----------- ----------- -----------
Net increase (decrease)
in cash and cash
equivalents. . . . . . . . . . . . . (25,321,835) 22,900,232 868,240
Cash and cash equivalents,
beginning of year. . . . . . . . . . 28,105,829 5,205,597 4,337,357
----------- ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . . . $ 2,783,994 28,105,829 5,205,597
=========== =========== ===========
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>
<PAGE>
JMB MORTGAGE PARTNERS, LTD.-IV
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
OPERATIONS AND BASIS OF ACCOUNTING
GENERAL
The Partnership held through a joint venture an investment in
operating real estate. Such investment was in the form of an equity
investment. Business activities consisted of rentals to commercial tenants
and the sale of such real estate. The Partnership currently expects to
conduct an orderly liquidation of the remaining assets as quickly as
practicable and wind up its affairs not later than December 31, 1998
barring unforseen economic developments.
The equity method of accounting has been applied in the accompanying
financial statements with respect to the Partnership's interests in Calibre
Pointe Associates (property sold in May 1996) and North Rivers Market
Associates (property sold in December 1997).
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, 1997 and 1996 is
summarized as follows:
<PAGE>
<TABLE>
<CAPTION>
1997 1996
-------------------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . $7,915,146 13,386,118 32,261,029 38,630,888
Partners' capital
accounts:
General Partners . . . . . . 191,712 191,712 55,194 --
Limited Partners . . . . . . 7,679,897 13,166,347 31,882,247 38,509,452
Net earnings:
General Partners . . . . . . 450,926 506,120 274,270 286,191
Limited Partners . . . . . . 1,833,901 693,146 3,084,501 1,345,095
Net earnings per
limited partner-
ship interest. . . . . . . . . 42.38 16.02 71.27 31.08
========== ========== =========== ===========
</TABLE>
<PAGE>
The net earnings per limited partnership interest is based upon the
number of Interests outstanding at the end of the period (43,276.25).
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 addition, 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 (approximately $2,767,000 and $27,860,000 at December 31, 1997 and
1996, respectively) as cash equivalents, which includes investments in an
institutional mutual fund which holds U.S. Government obligations, 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 were amortized
over the terms of the related agreements relating to such mortgage
investments using the straight-line method. Unamortized deferred costs
were expensed upon early payment of a mortgage loan.
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.
The Partnership had been recognizing interest income only as collected
on one of its mortgage loans.
Statement of Financial Accounting Standards No. 114, "Accounting by
Creditors for Impairment of a Loan" provides that the impairment of a
collateralized loan that is considered impaired (as defined) may 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 elected to recognize
subsequent changes in the fair value of the collateral as adjustments to
this valuation allowance.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. SFAS 121 requires that the Partnership and its
unconsolidated ventures record an impairment loss on its properties to be
held for investment whenever their carrying value cannot be fully recovered
through estimated undiscounted future cash flows from their operations and
sale. The amount of the impairment loss to be recognized would be the
difference between the property's carrying value and the property's
estimated fair value. The Partnership's policy is to consider a property
to be held for sale or disposition when the Partnership has committed to a
plan to sell of such property and active marketing activity has commenced
or is expected to commence in the near term. In accordance with SFAS 121,
any properties identified as "held for sale or disposition" are no longer
depreciated. Adjustments for impairment loss for such properties
(subsequent to the date of adoption of SFAS 121) are made in each period as
necessary to report these properties at the lower of carrying value or fair
<PAGE>
value less costs to sell. The adoption of SFAS 121 did not have any
significant effect on the Partnership's financial position, results of
operations or liquidity.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. These standards became
effective for reporting periods after December 15, 1997. As the
Partnership's capital structure only has general and limited partnership
interests, the Partnership will not experience any significant impact on
its consolidated financial statements.
The accompanying financial statements include $405,869, $556,008 and
($144,192), respectively, of the Partnership's share of total property
operations of $1,211,187, $1,581,170 and ($550,607) of unconsolidated
properties held for sale or disposition as of December 31, 1997 or sold or
disposed of in the past three years.
INVESTMENTS
CALIBRE POINTE APARTMENTS
In September 1987, the Partnership participated in funding a
$13,250,000 participating first mortgage loan, 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").
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, and the Lenders obtained legal title to the property on December 3,
1991. 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 provided in general, that the benefits of ownership,
including tax effects, net cash receipts and sale proceeds were 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.
Calibre Pointe Associates sold the property on May 30, 1996 for
$14,450,000 (before selling costs), which was paid in cash at closing.
Calibre Pointe Associates recognized a gain of $2,600,763 for financial
reporting purposes and recognized a gain of approximately $2,126,000 for
Federal income tax purposes in 1996. The Partnership recognized a gain of
$980,379 for financial reporting purposes and recognized a gain of
approximately $802,000 for Federal income tax purposes in 1996.
As the Partnership had committed to a plan to sell the property, the
property was classified as held for sale or disposition as of January 1,
1996 and therefore, was not subject to continued depreciation.
<PAGE>
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 each own shares
in proportion to their original share of the former first mortgage loan.
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. The Partnership recorded its net
carrying value (including liabilities of the property assumed at
acquisition) of the property contributed to the venture in an amount not in
excess of its then estimated fair value. NRMA recorded a provision for
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.
An affiliate of the General Partners of the Partnership assumed
management of the property under an agreement which provided for a fee
computed as 6% of the gross income of the property. Such property
management fees for the years ended December 31, 1997, 1996 and 1995
aggregated $109,828, $96,783 and $98,452, respectively.
On December 30, 1997, NRMA sold the land and related improvements of
the property. The sale price of the property was $14,708,742, which was
received in cash at closing by NRMA (net of selling costs and prorations).
The sale resulted in a gain of approximately $4,640,000 to NRMA for
financial reporting purposes (of which the Partnership's share was
$1,554,939), due in part to the value impairment provision of $2,300,000
recorded by NRMA in 1995 as discussed above. In addition, NRMA recognized
a gain on sale of approximately $2,245,000 for Federal income tax reporting
purposes in 1997 (of which the Partnership's share was $752,467).
In connection with the sale of this property, as is customary in such
transactions, NRMA agreed to certain representations and warranties, with a
stipulated survival period which expires in late September, 1998. Although
it is not expected, NRMA may ultimately have some liability under such
representations and warranties which, in no event, is to exceed $500,000
(of which the Partnership's share would be approximately $167,500). It is
expected that the Partnership will make its final distributions and wind up
its affairs during 1998 after the expiration of the survival period,
barring unforeseen circumstances.
As NRMA had committed to a plan to sell the property, the property was
classified as held for sale or disposition as of December 31, 1996 and
therefore, was not subject to continued depreciation.
<PAGE>
RIVERPOINT CENTER
In August 1989, the Partnership participated in the funding of a ten-
year non-recourse participating first mortgage loan. The Partnership
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 (jointly called the "Lenders"). The loan was secured
by a first mortgage on a shopping center known as Riverpoint Center located
in Chicago, Illinois. The Lenders cumulatively funded $28,039,630
($12,653,783 by the Partnership). The loan bore basic interest at the rate
of 9.25% per annum for 1994 and 1995 which increased to a rate of 9.50% per
annum in 1996. The loan also provided for simple accrued interest (payable
at maturity) and a participation by the Lenders in excess property cash
flows (as defined).
The borrower had notified the Lenders that it was experiencing
financial difficulties and approached the Lenders regarding a loan
modification. During the third quarter of 1996, the Lenders and borrowers
finalized a loan modification. In conjunction with the modification
agreement, the Lenders agreed to accept at certain dates through June 30,
1997 repayment of the loan at specified amounts. As repayment of the loan
per such agreement yielded the Lenders an amount less than the carrying
amount of the loan, the Partnership recognized as of July 1, 1996 an
additional provision for loan loss of $105,168. On December 24, 1996, the
borrower, in accordance with the agreement, repaid the lenders $27,400,000
(of which the Partnership's share was $12,365,128) in full satisfaction of
the mortgage loan.
For financial reporting purposes, the Partnership did not recognize
any gain or loss from this transaction as a result of the Partnership's
previously recorded provisions for loan loss. For Federal income tax
reporting purposes, the Partnership recognized a loss of approximately
$1,929,000 in 1996 as a result of this transaction.
Also, based upon the borrower's past financial difficulties, there was
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, had recorded a provision for loan loss of $183,486 as
of December 31, 1995. In addition to a provision recorded at December 31,
1991, such provisions were recorded to reduce the net carrying value of the
loan to the then estimated fair value of the loan collateral.
FRANKLIN FARM VILLAGE CENTER
In December 1991, the Partnership participated in the funding of a
non-recourse participating first mortgage loan secured by a first mortgage
on a shopping center known as Franklin Farm Village Center (the "Center")
located in Fairfax County, Virginia. The Partnership 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 bore
interest at 8.5% per annum during 1994, 1995 and 1996 (payable monthly) and
also provided for simple accrued interest (payable at maturity) and for
participation by the Lenders in excess property cash flows (as defined).
The Lenders had cumulatively funded approximately $14,809,000 of which the
Partnership's share was approximately $9,818,000.
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) related to an "earn down" provision in the original
purchase agreement between the borrower and the seller. The borrower
remitted the earn down proceeds back to the Lenders as required by the
terms of the loan agreement.
<PAGE>
During July 1996, the Lenders executed an agreement with the borrower
regarding an early repayment of the mortgage loan. Such agreement allowed
the borrower to repay the loan at a predetermined amount prior to
November 8, 1996. Pursuant to such agreement, the Lenders received
$16,275,000 on October 30, 1996 as payment in full of all principal and
interest due on the mortgage loan. The Partnership has received and
recognized as income basic and simple accrued interest of approximately
$885,737 that was previously not recorded. Although such repayment did not
result in a gain or loss for financial reporting purposes, the Partnership
reported a loss on repayment of approximately $136,000 for Federal income
tax reporting purposes in 1996.
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. Notwithstanding
such profit and loss allocation provisions, the Partnership Agreement
further provides that if at any time profits (including items thereof) are
realized by the Partnership, any current or anticipated event that would
cause the deficit balance in absolute amount in the Capital Account of the
General Partners to be greater than their share of the Partnership's
indebtedness (as defined) after such event, then the General Partners shall
be allocated profits to the extent necessary to cause the deficit balance
in the Capital Account of the General Partners to be no less than their
respective shares of the Partnership's indebtedness after such event. In
general, the effect of this provision is to defer the recognition of
taxable gain to the Limited Partners and such provision was applied to the
taxable gain allocated to the General Partners for financial reporting and
Federal income tax purposes in 1997.
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 100% to the
Limited Partners until the Limited Partners have received repayment
proceeds equal to their capital investment plus a stipulated return on
their current capital account. As the Limited Partners will not receive
repayment proceeds equal to their original contributed capital from the
investments of the Partnership, the General Partners will not receive any
distributions from all of the sales and repayments of the Partnership's
investments or any portion of the subordinated operating distributions as
described above. Of the cumulative distributions of $53,168,217 paid to
the Limited Partners through December 31, 1997, $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.
<PAGE>
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 and for the years ended December 31, 1997, 1996 and
1995 are as follows:
UNPAID AT
DECEMBER 31,
1997 1996 1995 1997
------- ------- ------- ------------
Reimbursement (at cost)
for accounting
services. . . . . . . . $ 9,569 4,919 33,542 4,248
Reimbursement (at cost)
for portfolio manage-
ment services . . . . . 20,591 16,819 20,029 6,128
Reimbursement (at cost)
for legal services. . . 3,084 2,154 1,204 1,079
Reimbursement (at cost)
for administrative
charges and other
out-of-pocket
expenses. . . . . . . . 4,041 -- 83,106 4,022
------- ------- ------- ------
$37,285 23,892 137,881 15,477
======= ======= ======= ======
The Corporate General Partner was 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 $452,670, all of which was paid at December 31,
1997.
<PAGE>
INVESTMENT IN UNCONSOLIDATED VENTURES
The following is summary financial information for Calibre Pointe
Associates (through its sale in May 1996) and North Rivers Market
Associates as of and for the years ended December 31, 1997 and 1996:
1997 1996
----------- -----------
Current assets . . . . . . . . . $15,316,629 2,477,244
Current liabilities. . . . . . . (43,046) (151,923)
----------- -----------
Working capital . . . . . . 15,273,583 2,325,321
----------- -----------
Investment property,
net of depreciation. . . . . . -- 9,303,871
Other assets, net. . . . . . . . -- 25,088
Other liabilities, net . . . . . -- (14,000)
Venture partners' equity . . . . (10,154,585) (7,827,075)
----------- -----------
Partnership's capital . . . $ 5,118,998 3,813,205
=========== ===========
Represented by :
Invested capital . . . . . . . $ 4,121,730 8,592,685
Cumulative cash distributions. (1,520,207) (8,017,386)
Cumulative net earnings. . . . 2,517,475 3,237,906
----------- -----------
$ 5,118,998 3,813,205
=========== ===========
Total income . . . . . . . . . . $ 1,834,177 2,837,475
=========== ===========
Expenses applicable to
operating income . . . . . . . $ 622,990 1,256,304
=========== ===========
Earnings (loss) before gains
on sale of property. . . . . . $ 1,211,187 1,581,171
=========== ===========
Gain on sale . . . . . . . . . . $ 4,640,224 2,600,763
=========== ===========
Total income, expenses related to operating income, and net loss of
Calibre Pointe Apartments and North Rivers Market Shopping Center for the
year ended December 31, 1995 were $3,873,125, $4,423,732 and $550,607,
respectively.
SUBSEQUENT EVENT
In February 1998, the Partnership paid a distribution of $6,880,924
($159.00 per Interest) to the Holders of Interests, which included $109 per
Interest from the distributions received from North Rivers Market
Associates relating to the December 1997 sale of the North Rivers Market
shopping center and $50 per Interest from Partnership operational cash flow
and reserves. The Partnership also paid a distribution of $120,212 to the
General Partners, which represented their share of Partnership operational
cash flow and reserves. The General Partners will not receive their share
of any distribution of proceeds from the sale, as discussed above.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
JMB MORTGAGE PARTNERS, LTD. - IV:
We have audited the financial statements of North Rivers Market
Associates ("North Rivers"), an unconsolidated venture of JMB Mortgage
Partners, Ltd. - IV ("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 North Rivers,
an unconsolidated venture of JMB Mortgage Partners, Ltd. - IV as of
December 31, 1997 and 1996, and the results of its operations and its cash
flows for each of the years in the three-year period ended December 31,
1997, in conformity with generally accepted accounting principles.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 25, 1998
<PAGE>
<TABLE>
NORTH RIVERS MARKET ASSOCIATES
(AN UNCONSOLIDATED VENTURE OF JMB MORTGAGE PARTNERS, LTD. - IV)
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
ASSETS
------
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . $ 15,188,434 2,081,098
Rents and other receivables, net of allowance
for doubtful accounts of $87,133 in 1996 . . . . . . . . . . 128,195 117,432
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . -- 16,290
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . 15,316,629 2,214,820
------------ -----------
Investment property held for sale or disposition . . . . . . . . -- 9,303,871
------------ -----------
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . -- 10,345
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . -- 13,743
------------ -----------
$ 15,316,629 11,542,779
============ ===========
<PAGE>
NORTH RIVERS MARKET ASSOCIATES
(AN UNCONSOLIDATED VENTURE OF JMB MORTGAGE PARTNERS, LTD. - IV)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
1997 1996
------------ -----------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . $ 43,046 3,784
Accrued real estate tax. . . . . . . . . . . . . . . . . . . . -- 148,139
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . 43,046 151,923
------------ -----------
Tenant security deposits . . . . . . . . . . . . . . . . . . . . -- 14,000
Commitments and contingencies
------------ -----------
Total liabilities. . . . . . . . . . . . . . . . . . . 43,046 165,923
------------ -----------
Partners' capital accounts:
Mortgage-IV:
Capital contributions. . . . . . . . . . . . . . . . . . . . 4,121,730 4,121,730
Cumulative net earnings. . . . . . . . . . . . . . . . . . . 2,517,475 556,667
Cumulative cash distributions. . . . . . . . . . . . . . . . (1,520,207) (865,192)
------------ -----------
5,118,998 3,813,205
------------ -----------
Venture Partner:
Capital contributions. . . . . . . . . . . . . . . . . . . . 8,178,270 8,178,270
Cumulative net earnings. . . . . . . . . . . . . . . . . . . 4,992,954 1,102,351
Cumulative cash distributions. . . . . . . . . . . . . . . . (3,016,639) (1,716,970)
------------ -----------
10,154,585 7,563,651
------------ -----------
Total partners' capital accounts . . . . . . . . . . . 15,273,583 11,376,856
------------ -----------
$ 15,316,629 11,542,779
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
NORTH RIVERS MARKET ASSOCIATES
(AN UNCONSOLIDATED VENTURE OF JMB MORTGAGE PARTNERS, LTD. - IV)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . $ 1,781,294 1,761,195 1,628,007
Interest income. . . . . . . . . . . . . . . . 52,883 72,244 53,947
------------ ------------ ------------
1,834,177 1,833,439 1,681,954
------------ ------------ ------------
Expenses:
Depreciation . . . . . . . . . . . . . . . . . -- 219,128 259,146
Property operating expenses. . . . . . . . . . 616,299 646,259 605,156
Provision for value impairment . . . . . . . . -- -- 2,300,000
Amortization of deferred expenses. . . . . . . 6,691 5,854 4,117
------------ ------------ ------------
622,990 871,241 3,168,419
------------ ------------ ------------
Operating earnings (loss). . . . . . . 1,211,187 962,198 (1,486,465)
Gain on sale of investment property. . . . . . . 4,640,224 -- --
------------ ------------ ------------
Net earnings (loss). . . . . . . . . . $ 5,851,411 962,198 (1,486,465)
============ ============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
NORTH RIVERS MARKET ASSOCIATES
(AN UNCONSOLIDATED VENTURE OF JMB MORTGAGE PARTNERS, LTD. - IV)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
MORTGAGE VENTURE
PARTNERS-IV PARTNER TOTAL
------------ ----------- -----------
<S> <C> <C> <C>
Balance at December 31, 1994 . . . . . . . . . . $ 4,853,348 9,629,937 14,483,285
Capital contributions. . . . . . . . . . . . . . -- -- --
Cash distributions . . . . . . . . . . . . . . . (865,192) (1,716,970) (2,582,162)
Net earnings (loss). . . . . . . . . . . . . . . (497,384) (989,081) (1,486,465)
------------ ----------- -----------
Balance at December 31, 1995 . . . . . . . . . . 3,490,772 6,923,886 10,414,658
Capital contributions . . . . . . . . . . . . . -- -- --
Cash distributions . . . . . . . . . . . . . . . -- -- --
Net earnings (loss). . . . . . . . . . . . . . . 322,433 639,765 962,198
------------ ----------- -----------
Balance at December 31, 1996 . . . . . . . . . . 3,813,205 7,563,651 11,376,856
Capital contributions. . . . . . . . . . . . . . -- -- --
Cash distributions . . . . . . . . . . . . . . . (655,015) (1,299,669) (1,954,684)
Net earnings (loss). . . . . . . . . . . . . . . 1,960,808 3,890,603 5,851,411
------------ ----------- -----------
Balance at December 31, 1997 . . . . . . . . . . $ 5,118,998 10,154,585 15,273,583
============ =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
NORTH RIVERS MARKET ASSOCIATES
(AN UNCONSOLIDATED VENTURE OF JMB MORTGAGE PARTNERS, LTD. - IV)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
------------ ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . $ 5,851,411 962,198 (1,486,465)
Items not requiring cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . -- 219,128 259,146
Amortization of deferred expenses. . . . . . 6,691 5,854 4,117
Provision for value impairment . . . . . . . -- -- 2,300,000
Gain on sale of investment property. . . . . (4,640,224) -- --
Changes in:
Rents and other receivables . . . . . . . . (10,763) 51,702 (10,669)
Prepaid expenses. . . . . . . . . . . . . . 16,290 -- --
Accrued rents receivable. . . . . . . . . . 4,596 10,433 17,146
Accounts payable. . . . . . . . . . . . . . 39,262 (63,068) (15,731)
Accrued real estate tax . . . . . . . . . . (148,139) -- 4,196
Tenant security deposits. . . . . . . . . . (14,000) (1,279) 11,938
------------ ----------- -----------
Net cash provided by (used in)
operating activities . . . . . . . . 1,105,124 1,184,968 1,083,678
------------ ----------- -----------
Cash flows from investing activities:
Additions to investment property . . . . . . . (223,009) (119,672) (70,768)
Payment of deferred expenses . . . . . . . . . (41,878) -- (6,841)
Proceeds from sale of investment property,
net of selling costs . . . . . . . . . . . . 14,221,783 -- --
------------ ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . . . 13,956,896 (119,672) (77,609)
------------ ----------- -----------
Cash flows from financing activities:
Cash distributions to Mortgage Partners-IV . . (655,015) -- (865,192)
Cash distributions to venture partner. . . . . (1,299,669) -- (1,716,970)
------------ ----------- -----------
Net cash provided by (used in)
financing activities . . . . . . . . (1,954,684) -- (2,582,162)
------------ ----------- -----------
<PAGE>
NORTH RIVERS MARKET ASSOCIATES
(AN UNCONSOLIDATED VENTURE OF JMB MORTGAGE PARTNERS, LTD. - IV)
STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996 1995
------------ ----------- -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . . . 13,107,336 1,065,296 (1,576,093)
Cash and cash equivalents,
beginning of the year. . . . . . . . 2,081,098 1,015,802 2,591,895
------------ ----------- -----------
Cash and cash equivalents,
end of the year. . . . . . . . . . . $ 15,188,434 2,081,098 1,015,802
============ =========== ===========
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>
<PAGE>
NORTH RIVERS MARKET ASSOCIATES
(AN UNCONSOLIDATED VENTURE OF JMB MORTGAGE PARTNERS, LTD. - IV)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
OPERATIONS AND BASIS OF ACCOUNTING
The accompanying financial statements have been prepared for the
purpose of complying with Rule 3.09 of Regulation S-X of the Securities and
Exchange Commission. They include the accounts of the unconsolidated joint
venture, North Rivers Market Associates ("NRMA"), in which JMB Mortgage
Partners, Ltd. - IV ("Mortgage-IV" or "Partnership") owns a direct
interest.
NRMA held a direct equity investment in a regional shopping mall in
North Charleston, South Carolina which was sold on December 30, 1997.
Business activities consisted of rentals to a variety of commercial and
retail companies, and the ultimate sale of such real estate.
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 could differ from those
estimates.
The North Rivers Market Center was classified as held for sale as of
December 31, 1996, and therefore, was not be subject to continued
depreciation beyond that date.
The accounting policies of NRMA are the same as those of the
Partnership. Accordingly, reference is made to the Notes to the
Partnership's financial statements filed with this annual report. Such
notes are incorporated herein by reference.
VENTURE AGREEMENT
A description of the venture agreement and the sale of the property by
NRMA is contained in the Notes to Financial Statements of Mortgage-IV.
Such notes are hereby incorporated herein by reference.
MANAGEMENT AGREEMENT
A description of the terms of the management agreement is contained in
the Notes to the Partnership's financial statements. Such notes are
incorporated herein by reference.
LEASES - As Property Lessor
As of December 30, 1997, NRMA's principal asset, a shopping center,
was sold. NRMA had determined that all leases relating to the property
were properly classified as operating leases; therefore, rental income was
reported when earned and the cost of the property, excluding cost of land,
was depreciated over the estimated useful life. Leases ranged in term from
three to 16 years and provided for fixed minimum rent and partial to full
reimbursement of operating costs. In addition, many of the leases provided
for additional rent based upon percentages of tenants' sales volumes over
certain specified amounts. A substantial portion of the ability of the
retail tenants at North Rivers Market Center to honor their leases was
dependent upon the retail economic sector.
<PAGE>
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 1997 and 1996.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned, directly or indirectly, by certain of
its officers, directors, members of their families and their affiliates.
JMB has responsibility for all aspects of the Partnership's operations.
AGPP Associates, L.P., an Illinois limited partnership, with JMB as its
sole general partner, is the Associate General Partner and may, upon
agreement with the Corporate General Partner, from time to time participate
in managing Partnership assets, including approval of Partnership operating
budgets and maintenance of reserves and changes in investment objectives
based upon changes in financial and economic conditions. The limited
partners of the Associate General Partner are generally officers, directors
and affiliates of JMB or its affiliates.
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 and/or for the sale of property.
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 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:
<PAGE>
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 any 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 3, 1998. 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 3,
1998. 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-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.-III ("Mortgage Partners-III"), Carlyle
Income Plus, Ltd. ("Carlyle Income Plus"), and Carlyle Income Plus, L.P.-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.-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")) 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,
directly or indirectly, of certain partnerships which are associate general
partners in the following real estate limited partnerships: the
Partnership, Carlyle-VII, Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-
XIV, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, JMB Income-IX, JMB Income-X,
JMB Income-XI, JMB Income-XII, JMB Income-XIII, Mortgage Partners-III,
Carlyle Income Plus, Carlyle Income Plus-II and IDS/BIG.
<PAGE>
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 60) 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 also a director of Urban Shopping Centers,
Inc. ("USC, 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 60) 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 also a principal of Walton Street Real Estate
Fund I, L.P. and a director of USC, Inc. He is a member of the Bar of the
State of Illinois and a Certified Public Accountant.
Burton E. Glazov (age 59) 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 56) has been associated with JMB since July,
1972. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 64) has been associated with JMB since December,
1972. He is also President and a director of JMB Insurance Agency, Inc.
John G. Schreiber (age 51) 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 investing business. He is
also a senior advisor and partner of Blackstone Real Estate Advisors L.P.,
an affiliate of the Blackstone Group, L.P. He is also a director of USC,
Inc., a trustee of Amli Residential Property Trust and a director for a
number of investment companies advised or managed by T. Rowe Price
Associates and its affiliates. He holds a Masters degree in Business
Administration from Harvard University Graduate School of Business.
H. Rigel Barber (age 48) 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 50) 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 45) 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 49) 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 62) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.
<PAGE>
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. In 1997, 1996 and
1995, the General Partners received $314,408, $264,466 and $319,763 of cash
distributions, respectively. The General Partners received a share of
Partnership earnings for tax purposes aggregating $506,120 in 1997 and
$286,191 in 1996.
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
$452,670, all of which was paid at December 31, 1997.
An affiliate of the General Partners was entitled to property
management fees of approximately $110,000 in 1997 for property management
services provided for the North Rivers Market Shopping Center. The
Partnership's proportionate share of these fees was $36,803. All of such
fees were paid at December 31, 1997.
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, 1997, 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 were entitled to
reimbursement (at cost) in 1997 for accounting services, portfolio
management services, legal services and for administrative charges and
other out-of-pocket expenses of $9,569, $20,591, $3,084 and $4,041,
respectively, of which $15,477 was unpaid at December 31, 1997.
All amounts payable to the General Partners and their affiliates do
not bear interest and are expected to be paid in future periods.
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.
<PAGE>
<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
Interests Burton E. Glazov 3 Interests directly
(2) Less than 1%
Limited Partnership Corporate General 8.78371 Interests Less than 1%
Interests Partner, its (1)(2)(3)
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.
(2) Includes 3 Interests owned directly for which Mr. Glazov has voting and investment power.
(3) Includes .78371 Interests owned directly by certain officers for which the respective officer has voting
and investment power for the Interests so owned.
No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning the ownership of the Corporate General Partner.
(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>
<PAGE>
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 to the Partnership' Report on Form S-11
(File No. 33-4036) dated September 18, 1986.
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.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's Report for June 30, 1996 on Form 10-Q (File No. 0-16599)
dated August 9, 1996.
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 Report on
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 Report on
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.
<PAGE>
10-D. Loan documents related to the repayment of the mortgage
loan secured by Franklin Farm Village Center Shopping located in Fairfax
County, Virginia, are incorporated herein by reference to the Partnership's
Report for December 31, 1996 on Form 10-K (File No. 0-16599) dated March
21, 1997.
10-E. Loan documents related to the repayment of the mortgage
loan on Riverpoint Center Shopping Center located in Chicago, Illinois, are
incorporated herein by reference to the Partnership's Report for December
31, 1996 on Form 10-K (File No. 0-16599) dated March 21, 1997.
10-F. Agreement of Partnership of North Rivers Market
Associates between JMB Mortgage Partners, Ltd. - III and the Partnership,
dated April 26, 1993 hereby incorporated herein by reference to the
Partnership's Report for June 30, 1997 on Form 10-Q (File No. 0-16599)
dated August 8, 1997.
10-G. Real Property Purchase Agreement between North Rivers
Market Associates and KRC Acquisition Corp., dated December 4, 1997.*
10-H. Assignment of Real Property Purchase Agreement from KRC
Acquisition Corp. to Kimco North Rivers 692, Inc., dated December 17,
1997.*
10-I. Letter Agreement between North Rivers Market Associates
and Kimco North Rivers 692, Inc., dated December 29, 1997.*
21. List of Subsidiaries
24. Powers of Attorney
27. Financial Data Schedule
(b) The following reports on Form 8-K were filed since the
beginning of the last quarter of the period covered by this report.
The Partnership's Report on Form 8-K (File No. 0-16599)
for December 4, 1997 describing the sale of the North Rivers Market
Shopping Center was filed. No financial statements were required to be
filed therewith.
----------------
* Hereby incorporated herein by reference to the Partnership's
Report on Form 8-K (File No. 0-16599) dated December 4, 1997.
No annual report or proxy material for the fiscal year 1997 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.
<PAGE>
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, 1998
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, 1998
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 25, 1998
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 25, 1998
GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 25, 1998
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 25, 1998
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 25, 1998
STUART C. NATHAN*
By: Stuart C. Nathan, Executive Vice President
and Director
Date: March 25, 1998
*By: GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 25, 1998
<PAGE>
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 --
3-C. Rights and duties of AGPP
Associates, L.P. 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 --
10-D. Franklin Farm Village Shopping
Center Loan Documents Yes --
10-E. Riverpoint Center Shopping
Center Repayment Loan Documents Yes --
10-F. North Rivers Market Purchase Agreement Yes --
10-G. North Rivers Market Assignment of
Purchase Agreement Yes --
10-H. North Rivers Market Letter Agreement Yes --
10-I. North Rivers Market Partnership
Agreement 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 North Rivers Market
Associates, an Illinois general partnership which, until the December 30,
1997 sale, held title to the North Rivers Market Shopping Center.
Reference is made to the Notes for a summary description of the terms
of such partnership agreement. The Partnership's interest in the foregoing
joint venture partnership, and the Partnership's share of results of its
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, 1997, 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 30th day of January, 1998.
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, 1997,
and any and all amendments thereto, the 30th day of January, 1998.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<PAGE>
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, 1997, 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 30th day of January, 1998.
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
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, 1997,
and any and all amendments thereto, the 30th day of January, 1998.
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, 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 2,783,994
<SECURITIES> 0
<RECEIVABLES> 12,154
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,796,148
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7,915,146
<CURRENT-LIABILITIES> 43,537
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 7,871,609
<TOTAL-LIABILITY-AND-EQUITY> 7,915,146
<SALES> 0
<TOTAL-REVENUES> 438,487
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 114,468
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 324,019
<INCOME-TAX> 0
<INCOME-CONTINUING> 729,888
<DISCONTINUED> 1,554,939
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,284,827
<EPS-PRIMARY> 42.38
<EPS-DILUTED> 42.38
</TABLE>
