SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1996
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-15648
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BALCOR EQUITY PENSION INVESTORS-IV
A REAL ESTATE LIMITED PARTNERSHIP
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3447130
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road, Suite A200
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1996 and December 31, 1995
(UNAUDITED)
ASSETS
1996 1995
-------------- --------------
Cash and cash equivalents $ 3,408,519 $ 3,389,826
Accounts and accrued interest receivable 97,604 87,630
Prepaid expenses 67,269 35,931
Deferred expenses, net of accumulated
amortization of $13,970 in 1996 and
$9,779 in 1995. 41,914 46,105
-------------- --------------
3,615,306 3,559,492
-------------- --------------
Investment in real estate:
Land 6,958,341 6,958,341
Buildings and improvements 24,248,600 24,248,600
-------------- --------------
31,206,941 31,206,941
Less accumulated depreciation 9,778,026 9,171,989
-------------- --------------
Investment in real estate, net of
accumulated depreciation 21,428,915 22,034,952
-------------- --------------
Investment in joint venture
with affiliates 1,121,600 1,139,513
-------------- --------------
$ 26,165,821 $ 26,733,957
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 44,624 $ 105,783
Due to affiliates 42,792 16,286
Accrued real estate taxes 972,710 1,034,351
Security deposits 71,755 88,176
-------------- --------------
Total liabilities 1,131,881 1,244,596
-------------- --------------
Limited Partners' capital (185,486
Interests issued and outstanding) 25,141,114 25,605,915
General Partner's deficit (107,174) (116,554)
-------------- --------------
Total partners' capital 25,033,940 25,489,361
-------------- --------------
$ 26,165,821 $ 26,733,957
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
For the nine months ended September 30, 1996 and 1995
(UNAUDITED)
1996 1995
-------------- --------------
Income:
Rental $ 2,931,726 $ 2,758,627
Service 774,154 841,680
Interest on short-term investments 120,382 144,831
-------------- --------------
Total income 3,826,262 3,745,138
-------------- --------------
Expenses:
Depreciation 606,037 606,037
Property operating 886,842 908,182
Real estate taxes 933,928 1,010,631
Property management fees 179,718 179,013
Administrative 350,476 257,704
-------------- --------------
Total expenses 2,957,001 2,961,567
-------------- --------------
Income before participation in income
(loss) of joint venture with affiliates 869,261 783,571
Participation in income (loss) of joint
venture with affiliates 74,426 (401,887)
-------------- --------------
Net income $ 943,687 $ 381,684
============== ==============
Net income allocated to General Partner $ 149,289 $ 93,089
============== ==============
Net income allocated to Limited Partners $ 794,398 $ 288,595
============== ==============
Net income per Limited Partnership Interest
(185,486 issued and outstanding) $ 4.28 $ 1.56
============== ==============
Distributions to General Partner $ 139,909 $ 157,689
============== ==============
Distributions to Limited Partners $ 1,259,199 $ 1,419,290
============== ==============
Distributions per Limited Partnership
Interest:
Taxable $ 6.87 $ 8.51
============== ==============
Tax-exempt $ 6.78 $ 7.26
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended September 30, 1996 and 1995
(UNAUDITED)
1996 1995
-------------- --------------
Income:
Rental $ 958,625 $ 929,087
Service 173,991 210,830
Interest on short-term investments 37,871 41,284
-------------- --------------
Total income 1,170,487 1,181,201
-------------- --------------
Expenses:
Depreciation 202,013 202,013
Property operating 318,871 277,676
Real estate taxes 285,454 403,423
Property management fees 55,278 52,609
Administrative 111,087 76,661
-------------- --------------
Total expenses 972,703 1,012,382
-------------- --------------
Income before participation in income
(loss) of joint venture with affiliates 197,784 168,819
Participation in income (loss) of joint
venture with affiliates 39,416 (376,833)
-------------- --------------
Net income (loss) $ 237,200 $ (208,014)
============== ==============
Net income (loss) allocated to General
Partner $ 42,026 $ (2,495)
============== ==============
Net income (loss) allocated to Limited
Partners $ 195,174 $ (205,519)
============== ==============
Net income (loss) per Limited Partnership
Interest (185,486 issued and outstanding) $ 1.05 $ (1.10)
============== ==============
Distribution to General Partner $ 46,636 $ 52,235
============== ==============
Distribution to Limited Partners $ 419,733 $ 470,128
============== ==============
Distribution per Limited Partnership
Interest:
Taxable $ 2.29 $ 2.86
============== ==============
Tax-exempt $ 2.26 $ 2.50
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1996 and 1995
(UNAUDITED)
1996 1995
-------------- --------------
Operating activities:
Net income $ 943,687 $ 381,684
Adjustments to reconcile net income
to net cash provided by
operating activities:
Participation in (income) loss of
joint venture with affiliates (74,426) 401,887
Depreciation of properties 606,037 606,037
Amortization of deferred expenses 4,191 4,191
Net change in:
Accounts and accrued
interest receivable (9,974) (122,697)
Prepaid expenses (31,338) (62,879)
Accounts payable (61,159) 186,293
Due to affiliates 26,506 (36,827)
Accrued liabilities (61,641) 385,484
Security deposits (16,421) (5,347)
-------------- --------------
Net cash provided by operating activities 1,325,462 1,737,826
-------------- --------------
Investing activities:
Capital contribution to joint
venture - affiliates (15,934) (52,492)
Distribution from joint
venture - affiliates 108,273 17,790
-------------- --------------
Net cash provided by (used in)
investing activities 92,339 (34,702)
-------------- --------------
Financing activities:
Distributions to Limited Partners (1,259,199) (1,419,290)
Distributions to General Partner (139,909) (157,689)
-------------- --------------
Cash used in financing activities (1,399,108) (1,576,979)
-------------- --------------
Net change in cash and cash equivalents 18,693 126,145
Cash and cash equivalents at beginning
of period 3,389,826 3,612,180
-------------- --------------
Cash and cash equivalents at end of period $ 3,408,519 $ 3,738,325
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
In the opinion of management, all adjustments necessary for a fair presentation
have been made to the accompanying statements for the nine months and quarter
ended September 30, 1996, and all such adjustments are of a normal and
recurring nature.
2. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1996 are:
Paid
-----------------------
Nine Months Quarter Payable
------------ --------- ----------
Reimbursement of expenses to
the General Partner, at cost $53,237 $10,880 $42,792
3. Subsequent Event:
(a) The 45 West 45th Street Office Building was owned by a joint venture
consisting of the Partnership and three affiliates. The Partnership and
affiliates hold participating percentages in the joint venture of 15.22% and
84.78%, respectively. In November 1996, the joint venture sold the property in
an all cash sale for $10,300,000. From the proceeds of the sale, the joint
venture paid $579,075 in selling costs. For financial statement purposes, the
Partnership will recognize a gain of approximately $2,935,000 from the sale of
this property during the fourth quarter of 1996, of which $447,000 will be the
Partnership's share.
(b) In October 1996, the Partnership made a distribution of $419,733 ($2.29 per
Taxable Interest and $2.26 per Tax-exempt Interest) to the holders of Limited
Partnership Interests, representing the regular quarterly distribution for the
third quarter of 1996.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Equity Pension Investors-IV A Real Estate Limited Partnership (the
"Partnership") is a limited partnership formed in 1986 to make first mortgage
loans and to invest in and operate income-producing real property. The
Partnership raised $46,371,500 through the sale of Limited Partnership
Interests and utilized these proceeds to fund one acquisition loan and acquire
two real property investments. As of September 30, 1996, the Partnership owns
two properties and holds a minority interest in a joint venture with three
affiliates. The joint venture investment was subsequently sold in November
1996.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1995 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
The Partnership recognized its share of the decline in the fair value of the 45
West 45th Street Office Building during the quarter ended September 30, 1995.
This was the primary reason for the increase in net income for the nine months
ended September 30, 1996 as compared to the same period in 1995, and for the
recognition of net income for the quarter ended September 30, 1996 as compared
to a net loss for the same period in 1995. Further discussion of the
Partnership's operations is summarized below.
1996 Compared to 1995
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1996 and 1995 refer
to both the nine months and quarters ended September 30, 1996 and 1995.
Due to higher average occupancy and rental rates at Gleneagles Apartments,
rental income increased during 1996 as compared to 1995.
Due to lower real estate tax reimbursements from tenants at the Evanston Plaza
Shopping Center, service income decreased during 1996 as compared to 1995.
Interest income on short-term investments decreased as a result of lower
interest rates and less cash available for investment during 1996 as compared
to 1995.
Higher repair and maintenance expenditures, which included roof repairs at the
Gleneagles Apartments, was the primary reason property operating expenses
increased during the quarter ended September 30, 1996 as compared to the same
period in 1995.
<PAGE>
Real estate tax expense decreased during 1996 when compared to 1995 primarily
due to a decrease in the assessed value of the Evanston Plaza Shopping Center.
The Partnership incurred higher consulting, postage, legal and printing costs
in connection with its response to a tender offer during 1996. As a result,
administrative expenses increased during 1996 as compared to 1995.
Participation in income (loss) of joint venture with affiliates represents the
Partnership's share of the operations of the 45 West 45th Street Office
Building. The Partnership recognized its share of the decline in the fair value
of the 45 West 45th Street Office Building during the quarter ended September
30, 1995. As a result, the Partnership recognized participation in income of
joint venture with affiliates during 1996 as compared to participation in loss
during 1995. Improved operations at the property during 1996 as compared to
1995, resulting primarily from lower interior maintenance and repairs
expenditures and lower legal fees, also contributed to participation in income
in 1996.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased by approximately $19,000 as of
September 30, 1996 as compared to December 31, 1995. Cash flow of approximately
$1,326,000 was provided by operating activities during 1996 consisting of cash
flow from the operations of properties and interest income on short-term
investments, which were partially offset by the payment of administrative
expenses. Cash provided by investing activities of approximately $92,000
consisted of the net distribution received from the joint venture with
affiliates. Financing activities consisted of distributions to the Partners of
approximately $1,399,000.
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit, or a significant deficit, each after
consideration of debt service payments unless otherwise indicated. A deficit is
considered significant if it exceeds $250,000 annually or 20% of the property's
rental and service income. The Partnership defines cash flow generated from its
properties as an amount equal to the property's revenue receipts less property
related expenditures. For each of the nine months ended September 30, 1996 and
1995, the Gleneagles Apartments and Evanston Plaza Shopping Center generated
positive cash flow. The 45 West 45th Street Office Building, in which the
Partnership holds a minority joint venture interest with affiliates, generated
positive cash flow during 1996 and 1995. Significant leasing costs were
incurred in 1995 at the 45 West 45th Street Office Building to lease vacant
space and renew existing tenant leases which were scheduled to expire. These
nonrecurring expenditures were not included in classifying the cash flow
performance of the property. Had the costs been included, the property would
have been classified as generating a significant cash flow deficit for the nine
months ended September 30, 1995.
As of September 30, 1996, the Gleneagles Apartments and Evanston Plaza Shopping
Center had occupancy rates of 99% and 85%, respectively, while the 45 West 45th
Street Office Building had an occupancy rate of 85%. Many rental markets
continue to remain extremely competitive; therefore, the General Partner's
goals are to maintain high occupancy levels while increasing rents where
possible and to monitor and control operating expenses and capital improvement
requirements at the properties.
<PAGE>
The General Partner believes that the market for multifamily housing and office
properties has become increasingly favorable to sellers of these properties.
During November 1996, the General Partner sold the 45 West 45th Street Office
Building in which the Partnership held a minority joint venture interest.
Currently, the Partnership has entered into a contract to sell the Gleneagles
Apartments for the sales price of $ 13,675,000. The General Partner examines
each property individually by property type and market in determining the
optimal time to sell each property.
The 45 West 45th Street Office Building was owned by a joint venture consisting
of the Partnership and three affiliates. In November 1996, the joint venture
sold the property in an all cash sale for $10,300,000. From the proceeds of the
sale, the joint venture paid $579,075 in selling costs. The net proceeds of the
sale were approximately $9,720,925, of which $1,479,525 was the Partnership's
share. Pursuant to the terms of the sale, $500,000 of the proceeds will be
retained by the joint venture until April 1997. The remaining proceeds received
by the joint venture will be distributed to the Limited Partners in January
1997. See Note 3 of Notes to Financial Statements for additional information.
In October 1996, the Partnership paid a distribution of $419,733 ($2.29 per
Taxable Interest and $2.26 per Tax-exempt Interest) to the holders of Limited
Partnership Interests representing the regular quarterly distribution of Cash
Flow for the third quarter of 1996. Including the October 1996 distribution,
Limited Partners have received cumulative distributions of $91.09 per $250
Taxable Interest, of which $90.84 represents Cash Flow from operations and $.25
represents a return of Original Capital, and $89.00 per $250 Tax-exempt
Interest, of which $88.75 represents Cash Flow from operations and $.25
represents a return of Original Capital. In October 1996, the Partnership also
paid $34,977 to the General Partner as its distributive share of the third
quarter of 1996 distribution, and made a contribution to the Repurchase Fund of
$11,659.
It should be noted that distributions to Taxable Limited Partners and
Tax-exempt Limited Partners are computed by different formulas as set forth in
the Prospectus; therefore, the amount of distributions to Taxable Limited
Partners when compared to the amount of distributions to Tax-exempt Limited
Partners will fluctuate from quarter to quarter. The General Partner expects
that the cash flow from property operations should enable the Partnership to
continue making quarterly distributions to Limited Partners. However, the level
of future distributions will be dependent on the amount of cash flow generated
from property operations, as to which there can be no assurances.
During the nine months ended September 30, 1996, the General Partner on behalf
of the Partnership used amounts placed in the Repurchase Fund to repurchase 637
Interests from Limited Partners at a total cost of $89,787.
Changing interest rates can impact real estate values in several ways.
Generally, declining interest rates may lower the cost of capital allowing
buyers to pay more for a property whereas rising interest rates may increase
the cost of capital and lower the price of real estate.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-IV
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- -----------------------------
Dee/Anderson Class Action
- --------------------------
On June 14, 1996, a proposed class and derivative action complaint was filed,
Dee vs. Walton Street Capital Acquisition II, LLC (Circuit Court of Cook
County, Illinois, County Department, Chancery Division ("Chancery Court"), Case
No. 96 CH 06283) (the "Dee Case"), naming the General Partner and the general
partners (the "Balcor Defendants") of nine other limited partnerships sponsored
by The Balcor Company (together with the Partnership, the "Affiliated
Partnerships"), as well as the Affiliated Partnerships, as defendants.
Additional defendants were Insignia Management Group ("Insignia") and Walton
Street Capital Acquisition II, LLC ("Walton") and certain of their affiliates
and principals (collectively, the "Walton and Insignia Defendants"). The
complaint alleged, among other things, that the tender offers for the purchase
of limited partnership interests in the Affiliated Partnerships made by a joint
venture consisting of affiliates of Insignia and Walton were coercive and
unfair.
On July 1, 1996, another proposed class action complaint was filed in the same
court, Anderson vs. Balcor Mortgage Advisors (Case No. 96 CH 06884) (the
"Anderson Case"). An amended complaint consolidating the Dee and Anderson
Cases (the "Dee/Anderson Case") was filed on July 25, 1996.
The complaint seeks to assert class and derivative claims again the Walton and
Insignia Defendants and alleges that, in connection with the tender offers, the
Walton and Insignia Defendants misused the Balcor Defendants' and Insignia's
fiduciary positions and knowledge in breach of the Walton and Insignia
Defendants' fiduciary duty and in violation of the Illinois Securities and
Consumer Fraud Acts. The plaintiffs amended their complaint on October 8, 1996,
adding additional claims. The plaintiffs request certification as a class and
derivative action, unspecified compensatory damages and rescission of the
tender offers. Each of the defendants have filed motions to dismiss the
complaint. The court has not yet ruled on these motions.
The Balcor Defendants intend to vigorously contest this action. No class has
been certified as of this date. Management of each of the Balcor Defendants
believes they have meritorious defenses to contest the claims. It is not
determinable at this time whether or not an unfavorable decision in this action
would have a material adverse impact on the Partnership.
<PAGE>
Klein Class Action
- --------------------
On August 30, 1996, a proposed class action complaint was filed, Lenore Klein
vs. Lehman Brothers, Inc., et al. (Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96). The Partnership, additional limited
partnerships which were sponsored by The Balcor Company (together with the
Partnership, the "Affiliated Partnerships"), American Express Company, Lehman
Brothers, Inc., additional limited partnerships sponsored by the predecessor of
Lehman Brothers, Inc. (together with the Partnership and the Affiliated
Partnerships, the "Defendant Partnerships") and Smith Barney Holdings, Inc. are
the named defendants in the action. The complaint was amended on October 18,
1996 to add additional plaintiffs. The amended complaint alleges, among other
things, common law fraud and deceit, negligent misrepresentation, breach of
contract, breach of fiduciary duty and violation of certain New Jersey statutes
relating to the disclosure of information in the offering of limited
partnership interests in the Defendant Partnerships. The amended complaint
seeks judgment for compensatory damages equal to the amount invested in the
Defendant Partnerships by the proposed class plus interest accrued thereon;
general damages for injuries arising from the defendants' actions; equitable
relief, including rescission, on certain counts; punitive damages; treble
damages on certain counts; recovery from the defendants of all profits received
by them as a result of their actions relating to the Defendant Partnerships;
attorneys' fees and other costs.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. Management of each of the defendants believes they
have meritorious defenses to contest the claims. It is not determinable at this
time whether or not an unfavorable decision in this action would have a
material adverse impact on the Partnership.
Item 5. Other Information
- --------------------------
45 West 45th Street
- ------------------------
As previously reported, on July 29, 1996, a limited partnership (the "Limited
Partnership") in which the Partnership and three affiliates hold interests and
which owns the 45 West 45th Street Office Building, New York City, New York,
contracted to sell the property to an unaffiliated party, Olmstead Properties,
Inc., a New York corporation, for a sale price of $10,300,000. The sale closed
on November 6, 1996. From the proceeds of the sale, the Limited Partnership
paid $257,500 to an unaffiliated third party as a brokerage commission and
closing costs of $321,575. The Limited Partnership received the remaining
$9,720,925 of proceeds. Of such amount, $500,000 will be retained by the
Limited Partnership and will not be available for use or distribution by the
Limited Partnership until 150 days after closing. The Partnerships' share of
the total proceeds is approximately $1,479,525.
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1
to Registrant's Registration Statement on Form S-11 dated November 28, 1986
(Registration No. 33-7133) and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for
the quarter ended June 30, 1992 (Commission File No. 0-15648) are incorporated
herein by reference.
(10) Material Contracts:
Agreement of Sale and attachment thereto relating to the sale of the Gleneagles
Apartments located in Dade County, Florida previously filed as Exhibit 2 to the
Registrant's Report on Form 8-K dated October 24, 1996 is incorporated herein
by reference.
(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1996 is attached hereto.
(b) Reports on Form 8-K:
(i) A Current Report on Form 8-K dated October 24, 1996, was filed reporting a
contract to sell Gleneagles Apartments located in Dade County, Florida and an
extension of the closing date for the 45 West 45th Street Office Building
located in New York City, New York.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR EQUITY PENSION INVESTORS-IV
A REAL ESTATE LIMITED PARTNERSHIP
By: /s/Thomas E. Meador
------------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Equity Partners-IV the General Partner
By: /s/Jayne A. Kosik
------------------------------
Jayne A. Kosik
Vice President, and Chief Financial Officer
(Principal Accounting Officer) of Balcor
Equity Partners-IV the General Partner
Date: November 14, 1996
-----------------------
<PAGE>
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<PERIOD-END> SEP-30-1996
<CASH> 3409
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<RECEIVABLES> 98
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3573
<PP&E> 31207
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<TOTAL-ASSETS> 26166
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0
0
<COMMON> 0
<OTHER-SE> 25034
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<OTHER-EXPENSES> 957
<LOSS-PROVISION> 0
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