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 June 30, 1999
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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
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
BALANCE SHEETS
June 30, 1999 and December 31, 1998
(Unaudited)
ASSETS
1999 1998
-------------- --------------
Cash and cash equivalents $ 1,674,270 $ 5,525,151
Accrued interest receivable 8,261 19,163
Escrow deposits - restricted 46,000
-------------- --------------
$ 1,682,531 $ 5,590,314
============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 72,822 $ 193,118
Due to affiliates 113,088 85,665
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Total liabilities 185,910 278,783
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Commitments and contingencies
Limited Partners' capital (185,486
Interests issued and outstanding) 1,767,050 5,531,879
General Partner's deficit (270,429) (220,348)
-------------- --------------
Total partners' capital 1,496,621 5,311,531
-------------- --------------
$ 1,682,531 $ 5,590,314
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 1999 and 1998
(Unaudited)
1999 1998
-------------- --------------
Income:
Rental $ 754,283
Service 488,310
Interest on short-term investments $ 67,781 77,866
Settlement income 107,996
Other income 5,266
-------------- --------------
Total income 181,043 1,320,459
-------------- --------------
Expenses:
Depreciation 119,336
Property operating 9,226 151,465
Real estate taxes 494,832
Property management fees 56,753
Administrative 131,794 474,431
Provision for investment property
writedown 3,400,000
-------------- --------------
Total expenses 141,020 4,696,817
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Net income (loss) $ 40,023 $ (3,376,358)
============== ==============
Net income (loss) allocated to General
Partner None $ (200,150)
============== ==============
Net income (loss) allocated to Limited
Partners $ 40,023 $ (3,176,208)
============== ==============
Net income (loss) per Limited Partnership
Interest (185,486 issued and outstanding)
- Basic and Diluted $ 0.22 $ (17.12)
============== ==============
Distribution to General Partner $ 50,081 None
============== ==============
Distribution to Limited Partners $ 3,804,852 None
============== ==============
Distribution per Limited Partnership
Interest:
Taxable $ 20.54 None
============== ==============
Tax-exempt $ 20.51 None
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 1999 and 1998
(Unaudited)
1999 1998
-------------- --------------
Income:
Rental $ 380,765
Service 367,232
Interest on short-term investments $ 20,091 42,696
Other income 5,266
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Total income 25,357 790,693
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Expenses:
Depreciation 59,668
Property operating 81,642
Real estate taxes 250,369
Property management fees 34,831
Administrative 52,716 204,985
Provision for investment property
writedown 3,400,000
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Total expenses 52,716 4,031,495
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Net loss $ (27,359) $ (3,240,802)
============== ==============
Net loss allocated to General Partner None $ (64,594)
============== ==============
Net loss allocated to Limited Partners $ (27,359) $ (3,176,208)
============== ==============
Net loss per Limited Partnership Interest
(185,486 issued and outstanding) - Basic
and Diluted $ (0.14) $ (17.12)
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 1999 and 1998
(Unaudited)
1999 1998
-------------- --------------
Operating activities:
Net income (loss) $ 40,023 $ (3,376,358)
Adjustments to reconcile net income (loss)
to net cash (used in) or provided by
operating activities:
Depreciation of properties 119,336
Amortization of deferred expenses 2,794
Provision for investment property
writedown 3,400,000
Net change in:
Accounts and accrued interest
receivable 10,902 17,472
Prepaid expenses
Accounts payable (120,296) 58,472
Due to affiliates 27,423 18,822
Accrued liabilities (5,905)
-------------- --------------
Net cash (used in) or provided by
operating activities (41,948) 234,633
-------------- --------------
Investing activity:
Release of escrow in connection
with sale of property 46,000
--------------
Cash provided by investing activity 46,000
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Financing activities:
Distribution to Limited Partners (3,804,852)
Distribution to General Partner (50,081)
--------------
Cash used in financing activities (3,854,933)
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Net change in cash and cash equivalents (3,850,881) 234,633
Cash and cash equivalents at beginning
of year 5,525,151 3,032,525
-------------- --------------
Cash and cash equivalents at end of period $ 1,674,270 $ 3,267,158
============== ==============
The accompanying notes are an integral part of the financial statements.
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 six months and quarter
ended June 30, 1999, and all such adjustments are of a normal and recurring
nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold its final real estate investment in December
1998. The Partnership has retained a portion of the cash from the sale of its
real estate investments to satisfy obligations of the Partnership as well as to
establish a reserve for contingencies. The timing of the termination of the
Partnership and final distribution of cash will depend upon the nature and
extent of liabilities and contingencies which exist or may arise. Such
contingencies may include legal and other fees and costs stemming from
litigation involving the Partnership including, but not limited to, potential
costs to be incurred if the Partnership initiates legal proceedings against
third parties relating to the environmental issues at the Evanston Plaza
Shopping Center. Due to these matters, the Partnership will not be dissolved
and reserves will be held by the Partnership until the conclusion of all
contingencies. There can be no assurances as to the time frame for the
conclusion of contingencies which exist or may arise.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
six months and quarter ended June 30, 1999 are:
Paid
-------------------------
Six Months Quarter Payable
------------ --------- ---------
Reimbursement of expenses to
the General Partner, at cost $ 44,100 $ 16,900 $ 113,088
4. Settlement Income:
During the first quarter of 1999, the Partnership received $107,996 from
settlements with former tenants at the Evanston Plaza Shopping Center. The
settlements relate to rental income owed to the Partnership pursuant to the
tenants' leases. These amounts have been recognized as settlement income for
financial statement purposes.
5. Other Income:
During April 1999, the Partnership received $5,266 in connection with a partial
refund of a prior year's insurance premium related to the Evanston Plaza
Shopping Center, which was sold in 1998. This amount has been recognized as
other income for financial statement purposes.
6. Contingency:
In May 1999, a lawsuit was filed against the Partnership, Madison Partnership
Liquidity Investors XX, et. al. vs. The Balcor Company, et al. whereby the
Partnership and certain affiliates have been named as defendants. The
plaintiffs are entities that initiated tender offers to purchase and, in fact,
purchased units in eleven affiliated partnerships. The complaint alleges
breach of fiduciary duties and breach of contract under the partnership
agreement and seeks the winding up of the affairs of the Partnership, the
establishment of a liquidating trust, the appointment of an independent trustee
for the trust and the distribution of a portion of the cash reserves to limited
partners. The defendants intend to vigorously contest this action. The
Partnership believes that it has meritorious defenses to contest the claims.
It is not determinable at this time how the outcome of this action will impact
the remaining cash reserves of the Partnership.
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 June 30, 1999, the Partnership has no
loans outstanding or properties remaining in its portfolio.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1998 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
- ---------------------
The operations of the Partnership in 1999 consisted primarily of settlement
income received during the first quarter of 1999 in connection with amounts
owed by former tenants at the Evanston Plaza Shopping Center and interest
income earned on short-term investments, which were partially offset by
administrative expenses. During the quarter ended June 30, 1998, the
Partnership recognized a significant provision related to a decline in the fair
value of the Evanston Plaza Shopping Center. In addition, during 1998, the
Partnership incurred legal and environmental consulting expenses related to
environmental issues at the Evanston Plaza Shopping Center, which were
partially offset by net income from operations at the property. As a result of
these events, the Partnership recognized net income during the six months ended
June 30, 1999 and a net loss during the six months and quarter ended June 30,
1998. The Partnership recognized a net loss during the quarter ended June 30,
1999 as administrative expenses were higher than interest income earned on
short-term investments. Further discussion of the Partnership's operations is
summarized below.
1999 Compared to 1998
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1999 and 1998 refer
to the six months and quarters ended June 30, 1999 and 1998.
The Partnership sold the Evanston Plaza Shopping Center in December 1998. As a
result, rental income, service income, depreciation, real estate taxes and
property management fees ceased during 1998.
Interest income on short-term investments decreased during 1999 as compared to
1998 primarily due to the distribution of proceeds received in connection with
the December 1998 sale of the Evanston Plaza Shopping Center and Net Cash
Receipts reserves in February 1999.
During the first quarter of 1999, the Partnership received $107,996 from
settlements with former tenants at the Evanston Plaza Shopping Center. The
settlements relate to rental income owed to the Partnership pursuant to the
tenants' leases. These amounts have been recognized as settlement income for
financial statement purposes.
During April 1999, the Partnership received $5,266 in connection with a partial
refund of a prior year's insurance premium related to the Evanston Plaza
Shopping Center. This amount has been recognized as other income for financial
statement purposes.
Property operating expenses decreased during 1999 as compared to 1998 due to
the sale of the Evanston Plaza Shopping Center. During the first quarter of
1999, the Partnership paid additional expenditures related to the property.
Primarily as a result of legal and environmental consulting expenses incurred
during 1998 related to environmental issues at the Evanston Plaza Shopping
Center, administrative expenses decreased during 1999 as compared to 1998.
Provisions were charged to income when the General Partner believed an
impairment had occurred to the value of its property. Determinations of fair
value were made periodically on the basis of assessments of property operations
and the property's estimated sales price less closing costs. Determinations of
fair value represented estimations based on many variables which affected the
value of real estate, including economic and demographic conditions. During the
quarter ended June 30, 1998, the Partnership recognized a provision for
investment property writedown of $3,400,000 to provide for a change in the
estimate of the fair value of the Evanston Plaza Shopping Center.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $3,851,000 as
of June 30, 1999 when compared to December 31, 1998 primarily due to the
payment of a distribution to Partners in February 1999 which included proceeds
received in connection with the December 1998 sale of the Evanston Plaza
Shopping Center. The Partnership used cash of approximately $42,000 for its
operating activities to pay administrative expenses and property operating
expenses, which were partially offset by settlement income received in
connection with amounts owed by former tenants at the Evanston Plaza Shopping
Center and interest income earned on short-term investments. Investing
activities consisted of the release of an escrow set up in connection with the
sale of the Evanston Plaza Shopping Center of $46,000. Financing activities
consisted of the payment of a distribution to Partners of approximately
$3,855,000.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold its final real estate investment in December
1998. The Partnership has retained a portion of the cash from the sale of its
real estate investments to satisfy obligations of the Partnership as well as to
establish a reserve for contingencies. The timing of the termination of the
Partnership and final distribution of cash will depend upon the nature and
extent of liabilities and contingencies which exist or may arise. Such
contingencies may include legal and other fees and costs stemming from
litigation involving the Partnership including, but not limited to, potential
costs to be incurred if the Partnership initiates legal proceedings against
third parties relating to the environmental issues at the Evanston Plaza
Shopping Center. Due to these matters, the Partnership will not be dissolved
and reserves will be held by the Partnership until the conclusion of all
contingencies. There can be no assurances as to the time frame for the
conclusion of contingencies which exist or may arise.
In December 1998, the Partnership sold the Evanston Plaza Shopping Center. In
connection with the sale, $517,651 related to tenant reimbursements was placed
in escrow at closing and will be held in escrow until such time as payment of
these reimbursements are received from the tenants. The Partnership will
recognize income as amounts are received from this escrow. In addition, $46,000
was being held in escrow until a lien waiver was received from the former
property management company regarding the payment of its fees. Those funds were
released in full to the Partnership in March 1999.
Limited Partners have received cumulative distributions of $199.82 per $250
Taxable Interest, of which $100.17 represents Net Cash Receipts and $99.65
represents Net Cash Proceeds, and $197.61 per $250 Tax-exempt Interest, of
which $97.96 represents Net Cash Receipts and $99.65 represents Net Cash
Proceeds. No additional distributions are anticipated to be made prior to the
termination of the Partnership. However, after paying final partnership
expenses, any remaining cash reserves will be distributed in accordance with
the Partnership Agreement. Amounts allocated to the Repurchase Fund will also
be distributed at that time. Limited Partners will not recover all of their
original investment.
In 1997, the Partnership discontinued the repurchase of Interests from Limited
Partners. As of June 30, 1999, there were 3,192 Interests and cash of $398,864
in the Repurchase Fund.
The Partnership sold its remaining real property investment and distributed a
majority of the proceeds from this sale to Limited Partners in February 1999.
Since the Partnership no longer has any operating assets, the number of
computer systems and programs necessary to operate the Partnership has been
significantly reduced. The Partnership relies on third party vendors to perform
most of its functions and has implemented a plan to determine the Year 2000
compliance status of these key vendors. The Partnership is within its timeline
for having these plans completed prior to the year 2000.
The Partnership's plan to determine the Year 2000 compliance status of its key
vendors involves soliciting information from these vendors through the use of
surveys, follow-up discussions and review of data where needed. The Partnership
has received the surveys from these vendors. While the Partnership cannot
guarantee Year 2000 compliance by its key vendors, and in many cases will be
relying on statements from these vendors without independent verification,
these surveys and discussions with the key vendors performing services for the
Partnership indicate that the key vendors are substantially Year 2000 compliant
as of June 30, 1999. The Partnership will continue to monitor the Year 2000
compliance of its key vendors during the third quarter of 1999. In addition,
the Partnership has developed a contingency plan in the event of non-compliance
by these key vendors in the Year 2000 which will be updated by September 30,
1999 based on the results of further surveys, discussions and testing of
systems, where applicable. The Partnership does not believe that failure by any
of its key vendors to be Year 2000 compliant by the year 2000 would have a
material effect on the business, financial position or results of operations of
the Partnership.
BALCOR EQUITY PENSION INVESTORS-IV
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- ------------------------
Madison Partnership Liquidity Investors XX, et al. vs. The Balcor
- -----------------------------------------------------------------
Company, et al.
- ---------------
On May 7, 1999, a proposed class action complaint was filed and on May 13, 1999
was served on the defendants, Madison Partnership Liquidity Investors XX, et
al. vs. The Balcor Company, et al. (Circuit Court, Chancery Division, Cook
County, Illinois, Docket No. 99CH08972). The Partnership, twenty-one additional
limited partnerships which were sponsored by The Balcor Company (together with
the Partnership, the "Affiliated Partnerships"), The Balcor Company, other
affiliated entities and one individual are named defendants in this action.
Plaintiffs are entities that initiated tender offers to purchase units and, in
fact, purchased units in eleven of the Affiliated Partnerships. The complaint
alleges breach of fiduciary duties and breach of contract under the partnership
agreements for each of the Affiliated Partnerships. The complaint seeks the
winding up of the affairs of the Affiliated Partnerships, the establishment of
a liquidating trust for each of the Affiliated Partnerships until a resolution
of all contingencies occurs, the appointment of an independent trustee for each
such liquidating trust and the distribution of a portion of the cash reserves
to limited partners. The complaint also seeks compensatory damages, punitive
and exemplary damages, and costs and expenses in pursuing the litigation. On
July 14, 1999, the defendants filed a Motion to Dismiss the complaint. A
briefing schedule on this motion has not yet been set.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. The Partnership believes it has meritorious defenses
to contest the claims. It is not determinable at this time how the outcome of
this action will impact the remaining cash reserves of the Partnership.
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:
(i) Agreement of Sale and attachment thereto relating to the sale of Evanston
Plaza Shopping Center, Evanston, Illinois, previously filed as Exhibit (2) to
the Registrant's Current Report on Form 8-K dated December 8, 1997 is
incorporated herein by reference.
(ii) Extension letter dated February 24, 1998 relating to the sale of Evanston
Plaza Shopping Center, Evanston, Illinois, previously filed as Exhibit
(10)(b)(ii) to the Registrant's Report on Form 10-K for the year ended December
31, 1997 is incorporated herein by reference.
(iii) Extension letter dated March 24, 1998 relating to the sale of Evanston
Plaza Shopping Center, Evanston, Illinois, previously filed as Exhibit
(10)(b)(iii) to the Registrant's Report on Form 10-K for the year ended
December 31, 1997 is incorporated herein by reference.
(iv) First Amendment to Agreement of Sale dated May 25, 1998 relating to the
sale of the Evanston Plaza Shopping Center, Evanston, Illinois, previously
filed as Exhibit (10)(b)(iv) to the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1998, is incorporated herein by reference.
(v) Second Amendment to Agreement of Sale dated July 21, 1998 relating to the
sale of the Evanston Plaza Shopping Center, Evanston, Illinois, previously
filed as Exhibit (10)(b)(v) to the Registrant's Report on Form 10-Q for the
quarter ended June 30, 1998 is incorporated herein by reference.
(vi) Third Amendment to Agreement of Sale dated August 28, 1998 relating to the
sale of the Evanston Plaza Shopping Center, Evanston, Illinois, previously
filed as Exhibit 2(a) to the Registrant's Current Report on Form 8-K dated
August 28, 1998 is incorporated herein by reference.
(vii) Fourth Amendment to Agreement of Sale dated September 10, 1998 relating
to the sale of the Evanston Plaza Shopping Center, Evanston, Illinois,
previously filed as Exhibit 2(b) to the Registrant's Current Report on Form 8-K
dated August 28, 1998 is incorporated herein by reference.
(viii) Environmental Remediation Agreement relating to the sale of the Evanston
Plaza Shopping Center, Evanston, Illinois, previously filed as Exhibit 2(c) to
the Registrant's Current Report on Form 8-K dated August 28, 1998 is
incorporated herein by reference.
(ix) Fifth Amendment to Agreement of Sale dated October 30, 1998 relating to
the sale of the Evanston Plaza Shopping Center, Evanston, Illinois, previously
filed as Exhibit (10)(b)(ix) to the Registrant's Report on Form 10-Q for the
quarter ended September 30, 1998 is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the six months ending June
30, 1999 is attached hereto.
(b) Reports on Form 8-K: No Reports on Form 8-K were filed during the quarter
ended June 30, 1999.
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
Senior Managing Director and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Equity Partners - IV, the
General Partner
Date: August 9, 1999
--------------
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