BALCOR EQUITY PROPERTIES LTD-VIII
10-Q, 2000-11-13
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                      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, 2000
                               ------------------
                                      OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-----
     EXCHANGE ACT OF 1934.

For the transition period from              to
                               ------------    ------------
Commission file number 0-9541
                       -------

                      BALCOR EQUITY PROPERTIES LTD.-VIII
            -------------------------------------------------------
            (Exact name of registrant as specified in its charter)

          Illinois                                      36-3011615
-------------------------------                     -------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

2333 Waukegan Road, Suite 100
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
    -----     -----


                      BALCOR EQUITY PROPERTIES, LTD. - VIII
                       (An Illinois Limited Partnership)

                                 BALANCE SHEETS
                    September 30, 2000 and December 31, 1999

                                  (Unaudited)

                                     ASSETS


                                            2000                1999
                                         -----------         -----------

Cash and cash equivalents                $  738,200          $  819,148
Accounts and accrued interest receivable      4,021               4,489
                                         -----------         -----------
                                         $  742,221          $  823,637
                                         ===========         ===========

                       LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                         $   15,556          $   21,174
Due to affiliates                             7,194              32,747
                                         -----------         -----------
    Total liabilities                        22,750              53,921
                                         -----------         -----------
Commitments and contingencies

Limited Partners' capital (30,005
  Interests issued and outstanding)         740,107             790,352
General Partner's deficit                   (20,636)            (20,636)
                                         -----------         -----------
    Total partners' capital                 719,471             769,716
                                         -----------         -----------
                                         $  742,221          $  823,637
                                         ===========         ===========

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 nine months ended September 30, 2000 and 1999

                                (Unaudited)

                                                  2000             1999
                                              -----------     -----------
Income:
  Interest on short-term investments          $   34,758      $   30,525
                                              -----------     -----------
    Total income                                  34,758          30,525
                                              -----------     -----------
Expenses:
  Administrative                                  85,003          77,945
                                              -----------     -----------
    Total expenses                                85,003          77,945
                                              -----------     -----------
Net loss                                      $  (50,245)     $  (47,420)
                                              ===========     ===========
Net loss allocated to General Partner                None            None
                                              ===========     ===========
Net loss allocated to Limited Partners        $  (50,245)     $  (47,420)
                                              ===========     ===========
Net loss per Limited Partnership Interest
  (30,005 issued and oustanding) -
  Basic and Diluted                           $    (1.67)     $    (1.58)
                                              ===========     ===========

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 September 30, 2000 and 1999

                                (Unaudited)

                                                   2000            1999
                                               -----------    -----------
Income:
  Interest on short-term investments           $   12,159     $   10,330
                                               -----------    -----------
    Total income                                   12,159         10,330
                                               -----------    -----------
Expenses:
  Administrative                                   24,798         24,922
                                               -----------    -----------
    Total expenses                                 24,798         24,922
                                               -----------    -----------
Net loss                                       $  (12,639)    $  (14,592)
                                               ===========    ===========
Net loss allocated to General Partner                 None           None
                                               ===========    ===========
Net loss allocated to Limited Partners         $  (12,639)    $  (14,592)
                                               ===========    ===========
Net loss per Limited Partnership Interest
  (30,005 issued and oustanding) -
  Basic and Diluted                            $    (0.42)    $    (0.49)
                                               ===========    ===========

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 nine months ended September 30, 2000 and 1999

                                (Unaudited)

                                                    2000           1999
                                                 -----------    -----------
Operating activities:
  Net loss                                      $  (50,245)    $  (47,420)

  Adjustments to reconcile net loss to net
    cash used in operating activities:
      Net change in:

        Accounts and accrued interest
          receivable                                   468            316
        Accounts payable                            (5,618)       (12,618)

        Due to affiliates                          (25,553)         2,791
                                                -----------    -----------
  Net cash used in operating activities            (80,948)       (56,931)
                                                -----------    -----------
Net change in cash and cash equivalents            (80,948)       (56,931)

Cash and cash equivalents at beginning
  of year                                          819,148        882,940
                                                -----------    -----------
Cash and cash equivalents at end of period      $  738,200     $  826,009
                                                ===========    ===========

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 nine months and  quarter
ended September  30,  2000,  and all  such  adjustments  are of  a  normal  and
recurring nature.

2. Partnership Termination:

As previously reported, class  action litigation involving the Partnership  was
originally filed in  February 1996.  This litigation continues  to exist  after
four and 1/2 years. Since inception of this litigation, the general partner has
stated that the Partnership would not be dissolved until the conclusion of this
litigation and that the general partner has a contingent right to seek recover
from the Partnership  of the legal  fees it expends  in defending against  this
litigation. The general partner  believed that this litigation would have  been
completed and resolved before now. Given the actions of plaintiffs' counsel  to
date, at  this point  in time  the general partner  does not  believe that  the
litigation will  be concluded  in the  near future.  As a  result, the  general
partner has decided that it will dissolve the Partnership in December 2000  and
distribute all remaining cash reserves to the limited partners.

The Partnership has accrued on its financial statements the legal fees expended
to date  by  the general  partner  in defending  against this  litigation.  The
general partner would be entitled to  place such amounts, along with an  amount
representing anticipated future legal fees, in a trust account to be held until
the conclusion of this litigation. Because the general partner believes such an
action would  not be  in the  best interests of  the limited  partners, it  has
decided not  to do  so and  will distribute  to limited  partners such  amounts
accrued for legal fees. The general partner does not in any way waive its claim
for indemnification  under  the  partnership agreement;  however,  the  general
partner will  not  seek  to  recover  from the  limited  partners  any  amounts
distributed  to   them  in  attempting   to  satisfy   the  general   partner's
indemnification rights.

3. Transactions with Affiliates:

Fees and expenses  paid and payable  by the Partnership  to affiliates for  the
nine months and quarter ended September 30, 2000 are:

                                              Paid
                                   -------------------------
                                     Nine Months    Quarter    Payable
                                    ------------   --------- ----------

   Reimbursement of expenses to
     the General Partner, at cost    $ 48,260      $ 7,798    $ 7,194

                      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
----------

2000 Compared to 1999
---------------------

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 in 2000,  interest income on  short-term
investments increased during  the nine months  and quarter ended September  30,
2000 as compared to the same periods in 1999.

Primarily due  to  an  increase  in  printing  costs,  administrative  expenses
increased during the nine  months ended September 30,  2000 as compared to  the
same period in  1999. This  increase was partially  offset by lower  accounting
fees, which  resulted  in slightly  lower  administrative expenses  during  the
quarter ended September 30, 2000 as compared to the same period in 1999.

Liquidity and Capital Resources
-------------------------------

The cash position of the  Partnership decreased by approximately $81,000 as  of
September 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.

As previously reported, class  action litigation involving the Partnership  was
originally filed in  February 1996.  This litigation continues  to exist  after
four and 1/2 years. Since inception of this litigation, the general partner has
stated that the Partnership would not be dissolved until the conclusion of this
litigation and that the general partner has a contingent right to seek recovery
from the Partnership  of the legal  fees it expends  in defending against  this
litigation. The general partner believed that this litigation would have been

completed and resolved before now. Given the actions of plaintiffs' counsel  to
date, at  this point  in time  the general partner  does not  believe that  the
litigation will  be concluded  in the  near future.  As a  result, the  general
partner has decided that it will dissolve the Partnership in December 2000  and
distribute all remaining cash reserves to the limited partners.

The Partnership has accrued on its financial statements the legal fees expended
to date  by  the general  partner  in defending  against this  litigation.  The
general partner would be entitled to  place such amounts, along with an  amount
representing anticipated future legal fees, in a trust account to be held until
the conclusion of this litigation. Because the general partner believes such an
action would  not be  in the  best interests of  the limited  partners, it  has
decided not  to do  so and  will distribute  to limited  partners such  amounts
accrued for legal fees. The general partner does not in any way waive its claim
for indemnification  under  the  partnership agreement;  however,  the  general
partner will  not  seek  to  recover  from the  limited  partners  any  amounts
distributed  to   them  in  attempting   to  satisfy   the  general   partner's
indemnification rights.

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
----------------------------------------

(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  nine months  ending
September 30, 2000 is attached hereto.

(b) Reports on Form 8-K: No  reports were filed on Form 8-K during the  quarter
ended September 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
                                  -----------------------------
                                  Thomas E. Meador
                                  President   and   Chief   Executive   Officer
                                  (Principal   Executive   Officer)   of    BRI
                                  Partners-79, the General Partner


                              By: /s/Jayne A. Kosik
                                  -----------------------------
                                  Jayne A. Kosik
                                  Senior Managing Director and Chief  Financial
                                  Officer (Principal  Accounting and  Financial
                                  Officer)  of  BRI  Partners-79,  the  General
                                  Partner



Date: November 13, 2000
      ------------------



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