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 June 30, 2000
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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 0-9541
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BALCOR EQUITY PROPERTIES LTD.-VIII
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(Exact name of registrant as specified in its charter)
Illinois 36-3011615
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2333 Waukegan Road, Suite 100
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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BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
BALANCE SHEETS
June 30, 2000 and December 31, 1999
(Unaudited)
ASSETS
2000 1999
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Cash and cash equivalents $ 751,082 $ 819,148
Accounts and accrued interest receivable 3,877 4,489
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$ 754,959 $ 823,637
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 15,053 $ 21,174
Due to affiliates 7,798 32,747
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Total liabilities 22,851 53,921
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Commitments and contingencies
Limited Partners' capital (30,005
Interests issued and outstanding) 752,744 790,352
General Partner's deficit (20,636) (20,636)
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Total partners' capital 732,108 769,716
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$ 754,959 $ 823,637
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The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the six months ended June 30, 2000 and 1999
(Unaudited)
2000 1999
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Income:
Interest on short-term investments $ 22,599 $ 20,195
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Total income 22,599 20,195
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Expenses:
Administrative 60,207 53,023
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Total expenses 60,207 53,023
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Net loss $ (37,608) $ (32,828)
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Net loss allocated to General Partner None None
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Net loss allocated to Limited Partners $ (37,608) $ (32,828)
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Net loss per Limited Partnership Interest
(30,005 issued and oustanding) -
Basic and Diluted $ (1.25) $ (1.09)
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The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended June 30, 2000 and 1999
(Unaudited)
2000 1999
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Income:
Interest on short-term investments $ 11,645 $ 9,865
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Total income 11,645 9,865
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Expenses:
Administrative 32,954 25,577
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Total expenses 32,954 25,577
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Net loss $ (21,309) $ (15,712)
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Net loss allocated to General Partner None None
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Net loss allocated to Limited Partners $ (21,309) $ (15,712)
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Net loss per Limited Partnership Interest
(30,005 issued and oustanding) -
Basic and Diluted $ (0.71) $ (0.52)
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The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PROPERTIES, LTD. - VIII
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the six months ended June 30, 2000 and 1999
(Unaudited)
2000 1999
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Operating activities:
Net loss $ (37,608) $ (32,828)
Adjustments to reconcile net loss to net
cash used in operating activities:
Net change in:
Accounts and accrued interest
receivable 612 559
Accounts payable (6,121) (15,860)
Due to affiliates (24,949) (451)
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Net cash used in operating activities (68,066) (48,580)
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Net change in cash and cash equivalents (68,066) (48,580)
Cash and cash equivalents at beginning
of year 819,148 882,940
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Cash and cash equivalents at end of period $ 751,082 $ 834,360
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The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PROPERTIES LTD.-VIII
(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, 2000, 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 of its
interests in real estate. The Partnership sold its final real estate investment
in July 1997. The Partnership has retained a portion of the cash from the
property sales 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, the Masri
lawsuit discussed in Note 4 of Notes to Financial Statements. Due to this
litigation, the Partnership will not be dissolved and reserves will be held by
the Partnership until the conclusion of such contingencies. There can be no
assurances as to the time frame for the conclusion of all contingencies.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates for the six
months and quarter ended June 30, 2000 are:
Paid
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Six Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $ 40,462 $ 10,470 $ 7,798
4. Contingency:
The Partnership is currently involved in a lawsuit Masri vs. Lehman Brothers,
Inc., et al., whereby the Partnership and certain affiliates were named as
defendants alleging claims involving certain state securities and common law
violations with regard to the adequacy and accuracy of disclosures of
information concerning, as well as marketing efforts related to, the offering
of the Limited Partnership Interests of the Partnership. The defendants
continue to vigorously contest this action. A plaintiff class has not been
certified in the action and, no determinations upon any significant issues have
been made. It is not determinable at this time how the outcome of this action
will impact the remaining cash reserves of the Partnership. The Partnership
believes it has meritorious defenses to contest the claims.
BALCOR EQUITY PROPERTIES LTD.-VIII
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Equity Properties Ltd.-VIII (the "Partnership") was formed in 1979 to
invest in and operate income-producing real property. The Partnership raised
$30,005,000 through the sale of Limited Partnership Interests and utilized
these proceeds to acquire thirteen real property investments. The Partnership
sold its final real estate investment in July 1997.
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 1999 for a more complete understanding of
the Partnership's financial position.
Operations
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2000 Compared to 1999
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The operations of the Partnership in 2000 and 1999 consisted of administrative
expenses which were partially offset by interest income earned on short-term
investments.
As a result of higher interest rates, interest income on short-term investments
increased during the six months and quarter ended June 30, 2000 as compared to
the same periods in 1999.
Primarily due to an increase in printing costs and accrued legal fees,
administrative expenses increased during the six months and quarter ended June
30, 2000 as compared to the same periods in 1999.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $68,000 as of
June 30, 2000 as compared to December 31, 1999 due to cash used in operating
activities for the payment of administrative expenses, which was partially
offset by interest income earned on short-term investments.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all of its
interests in real estate. The Partnership sold its final real estate investment
in July 1997. The Partnership has retained a portion of the cash from the
property sales 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, the Masri
lawsuit discussed in Note 4 of Notes to Financial Statements. Due to this
litigation, the Partnership will not be dissolved and reserves will be held by
the Partnership until the conclusion of such contingencies. There can be no
assurances as to the time frame for the conclusion of all contingencies.
Limited Partners have received distributions totaling $622.57 per $1,000
Interest, as well as certain tax benefits. Of this amount, $173.33 represents
Cash Flow from operations and $449.24 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. Limited Partners will not recover
all of their original investment.
BALCOR EQUITY PROPERTIES LTD.-VIII
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
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(3) Exhibits:
(3) The Amended and Restated Agreement of Limited Partnership previously filed
as Exhibit 2(a) to Amendment No. 5 to the Registrant's Registration Statement
on Form S-11 dated July 16, 1980 (Registration No. 2-63821) is incorporated
herein by reference.
(4) Certificate of Limited Partnership set forth as Exhibit 4 to Amendment
No. 2 to the Registrant's Registration Statement on Form S-11 dated
February 26, 1980 (Registration No. 2-63821) 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. 0-9541)
are incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the six months ending June
30, 2000 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended June 30, 2000.
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 PROPERTIES LTD.-VIII
By: /s/Thomas E. Meador
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Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of BRI
Partners-79, the General Partner
By: /s/Jayne A. Kosik
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Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting and Financial
Officer) of BRI Partners-79, the General
Partner
Date: August 11, 2000
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