SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1999
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-15648
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BALCOR EQUITY PENSION INVESTORS-IV
A REAL ESTATE LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Illinois 36-3447130
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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<PAGE>
BALCOR EQUITY PENSION INVESTORS - IV
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 1999 and December 31, 1998
(Unaudited)
ASSETS
1999 1998
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Cash and cash equivalents $ 1,679,413 $ 5,525,151
Accrued interest receivable 15,686 19,163
Prepaid expenses 687
Escrow deposits - restricted 46,000
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$ 1,695,786 $ 5,590,314
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 72,354 $ 193,118
Due to affiliates 99,452 85,665
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Total liabilities 171,806 278,783
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Commitments and contingencies
Limited Partners' capital (185,486
Interests issued and outstanding) 1,794,409 5,531,879
General Partner's deficit (270,429) (220,348)
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Total partners' capital 1,523,980 5,311,531
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$ 1,695,786 $ 5,590,314
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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 March 31, 1999 and 1998
(Unaudited)
1999 1998
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Income:
Rental $ 373,518
Service 121,078
Interest on short-term investments $ 47,690 35,170
Settlement income 107,996
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Total income 155,686 529,766
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Expenses:
Depreciation 59,668
Property operating 9,226 69,823
Real estate taxes 244,463
Property management fees 21,922
Administrative 79,078 269,446
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Total expenses 88,304 665,322
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Net income (loss) $ 67,382 $ (135,556)
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Net loss allocated to General Partner None $ (135,556)
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Net income allocated to Limited Partners $ 67,382 None
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Net income per Limited Partnership Interest
(185,486 issued and outstanding) - Basic
and Diluted $ 0.36 None
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Distribution to General Partner $ 50,081 None
============= =============
Distribution to Limited Partners $ 3,804,852 None
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Distribution per Limited Partnership
Interest:
Taxable $ 20.54 None
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Tax-exempt $ 20.51 None
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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 quarters ended March 31, 1999 and 1998
(Unaudited)
1999 1998
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Operating activities:
Net income (loss) $ 67,382 $ (135,556)
Adjustments to reconcile net income (loss)
to net cash used in operating activities:
Depreciation of properties 59,668
Amortization of deferred expenses 1,397
Net change in:
Accounts and accrued interest
receivable 3,477 (373)
Prepaid expenses (687) (1,887)
Accounts payable (120,764) 106,437
Due to affiliates 13,787 3,831
Accrued liabilities (256,274)
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Net cash used in operating activities (36,805) (222,757)
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Investing activity:
Release of escrow in connection
with sale of property 46,000
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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)
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Cash used in financing activities (3,854,933)
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Net change in cash and cash equivalents (3,845,738) (222,757)
Cash and cash equivalents at beginning
of period 5,525,151 3,032,525
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Cash and cash equivalents at end of period $ 1,679,413 $ 2,809,768
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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 quarter ended March 31,
1999, and all such adjustments are of a normal and recurring nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. The Partnership sold its final real estate investment in 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 for the
quarter ended March 31, 1999 are:
Paid Payable
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Reimbursement of expenses to
the General Partner, at cost $ 27,200 $ 99,452
4. Settlement Income:
During January 1999 and March 1999, the Partnership received $105,000 and
$2,996, respectively, 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. Contingency:
The Partnership was involved in a lawsuit, Dee vs. Walton Street Capital
<PAGE>
Acquisition II, LLC, whereby the Partnership, the General Partner and certain
third parties were named as defendants seeking damages relating to tender
offers to purchase interests in the Partnership and nine affiliated
partnerships initiated by the third party defendants in 1996. The action has
been dismissed with prejudice, which dismissal was affirmed by the Appellate
Court of Illinois. Plaintiffs filed a further appeal to the Illinois Supreme
Court. The Illinois Supreme Court has issued a ruling in which it has declined
to hear the appeal. As a result, the Appellate Court of Illinois dismissed the
case on April 22, 1999.
<PAGE>
BALCOR 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 March 31, 1999, the Partnership has no
loans outstanding or properties remaining in its portfolio.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1998 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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The operations of the Partnership during 1999 consisted primarily of 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, which were partially offset by the payment of administrative and
property operating expenses. 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, the Partnership recognized net income
during the quarter ended March 31, 1999 as compared to a net loss during the
same period in 1998. Further discussion of the Partnership's operations is
summarized below.
1999 Compared to 1998
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Discussions of fluctuations between 1999 and 1998 refer to the quarters ended
March 31, 1999 and 1998.
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.
Higher average cash balances were available for investment in 1999 primarily
due to the proceeds received in connection with the December 1998 sale of the
Evanston Plaza Shopping Center prior to distribution to Limited Partners in
February 1999. This resulted in an increase in interest income on short-term
investments during 1999 as compared to 1998.
<PAGE>
During January 1999 and March 1999, the Partnership received $105,000 and
$2,996, respectively, 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.
Property operating expenses decreased during 1999 as compared to 1998 due to
the sale of the Evanston Plaza Shopping Center. During 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.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $3,846,000 as
of March 31, 1999 when compared to December 31, 1998 primarily due to the
payment of a distribution to Partners in February 1999 primarily from proceeds
received in connection with the December 1998 sale of the Evanston Plaza
Shopping Center. The Partnership used cash of approximately $37,000 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. See "Item 1. Legal
Proceedings" for additional information.
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
<PAGE>
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 March 31, 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 the solicitation of information from these vendors through the
use of surveys, follow-up discussions and review of data where needed. The
Partnership has sent out surveys to these vendors and received back a majority
of these surveys. While the Partnership cannot guarantee Year 2000 compliance
by its key vendors, and in many cases will be relying on statements from these
vendors without independent verification, preliminary surveys indicate that the
key vendors performing services for the Partnership are aware of the issues and
are working on a solution to achieve compliance before the year 2000. The
Partnership is in the process of developing a contingency plan in the event any
of its key vendors are not Year 2000 compliant prior to the year 2000. As part
of its contingency plan, the Partnership will identify replacement vendors in
the event that current vendors are not substantially Year 2000 compliant by
June 30, 1999. The Partnership does not believe that failure by any of its key
vendors to be Year 2000 compliant by the year 2000 would have a material effect
on the business, financial position or results of operations of the
Partnership.
<PAGE>
BALCOR EQUITY PENSION INVESTORS-IV
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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The Illinois Supreme Court has issued a ruling in which it has declined to hear
the appeal filed by the plaintiffs in the Dee vs. Walton Street Capital
Acquisition II, LLC case. As a result, the Appellate Court of Illinois
dismissed the case on April 22, 1999. This case will be deleted from all future
reports of the Partnership.
Item 6. Exhibits and Reports on Form 8-K
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(a) 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.
<PAGE>
(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 quarter ending March 31,
1999 is attached hereto.
(b) Reports on Form 8-K: No Reports on Form 8-K were filed during the quarter
ended March 31, 1999.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR 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: May 12, 1999
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<PAGE>
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<PERIOD-END> MAR-31-1999
<CASH> 1679
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<ALLOWANCES> 0
<INVENTORY> 0
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0
0
<COMMON> 0
<OTHER-SE> 1524
<TOTAL-LIABILITY-AND-EQUITY> 1696
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<TOTAL-REVENUES> 156
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