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, 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 0-11126
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BALCOR EQUITY PROPERTIES-XII
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(Exact name of registrant as specified in its charter)
Illinois 36-3169763
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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 - XII
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 2000 and December 31, 1999
(Unaudited)
ASSETS
2000 1999
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Cash and cash equivalents $ 1,358,927 $ 1,393,754
Accounts and accrued interest receivable 6,031 6,984
Prepaid expenses 3,728
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$ 1,368,686 $ 1,400,738
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 33,149 $ 38,155
Due to affiliates 10,916 29,032
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Total liabilities 44,065 67,187
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Commitments and contingencies
Limited Partners' capital (37,447
Interests issued and outstanding) 1,379,033 1,387,963
General Partner's deficit (54,412) (54,412)
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Total partners' capital 1,324,621 1,333,551
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$ 1,368,686 $ 1,400,738
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The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PROPERTIES - XII
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 2000 and 1999
(Unaudited)
2000 1999
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Income:
Interest on short-term investments $ 19,021 $ 16,592
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Total income 19,021 16,592
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Expenses:
Administrative 27,951 26,244
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Total expenses 27,951 26,244
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Net loss $ (8,930) $ (9,652)
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Net loss allocated to General Partner None None
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Net loss allocated to Limited Partners $ (8,930) $ (9,652)
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Net loss per Limited Partnership Interest
(37,447 issued and oustanding) -
Basic and Diluted $ (0.24) $ (0.26)
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The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PROPERTIES - XII
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 2000 and 1999
(Unaudited)
2000 1999
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Operating activities:
Net loss $ (8,930) $ (9,652)
Adjustments to reconcile net loss to net
cash used in operating activities:
Net change in:
Accounts and accrued interest
receivable 953 407
Prepaid expenses (3,728) (1,896)
Accounts payable (5,006) (11,298)
Due to affiliates (18,116) 2,523
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Net cash used in operating activities (34,827) (19,916)
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Net change in cash and cash equivalents (34,827) (19,916)
Cash and cash equivalents at beginning
of year 1,393,754 1,407,779
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Cash and cash equivalents at end of period $ 1,358,927 $ 1,387,863
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The accompanying notes are an integral part of the financial statements.
BALCOR EQUITY PROPERTIES-XII
(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,
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 December 1996. 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 the 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 the 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 during the
quarter ended March 31, 2000 were:
Paid Payable
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Reimbursement of expenses to
the General Partner, at cost $ 26,204 $ 10,916
4. Contingency:
The Partnership is currently involved in a lawsuit, Masri vs. Lehman Brothers,
Inc., et al., whereby the Partnership and certain affiliates have been named as
defendants alleging claims involving certain state securities and common law
violations with regard to the property acquisition process of the Partnership,
and 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 this action.
No determinations upon any significant issues have been made. The Partnership
believes it has meritorious defenses to contest this claim. It is not
determinable at this time how the outcome of this action will impact the
remaining cash reserves of the Partnership.
BALCOR EQUITY PROPERTIES-XII
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Equity Properties-XII (the "Partnership") was formed in 1981 to invest
in and operate income-producing real property. The Partnership raised
$37,447,000 through the sale of Limited Partnership Interests and utilized
these proceeds to acquire seven real property investments and a minority joint
venture interest in one additional real property. As of March 31, 2000, the
Partnership has no 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 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 in 2000, interest income on short-term
investments increased during the quarter ended March 31, 2000 as compared to
the same period in 1999.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $35,000 as of
March 31, 2000 as compared to December 31, 1999 primarily 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 December 1996. 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 the 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 the 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 cumulative distributions of $636.63 per $1,000
Interest, as well as certain tax benefits. Of this amount, $70.00 has been from
Net Cash Receipts and $566.63 has been from 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-XII
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
(4) Certificate of Limited Partnership set forth as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-11 dated July 2, 1982
(Registration No. 2-76947) 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. 0-11126) are hereby
incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the quarter ending March 31,
2000 is attached hereto.
(b) Reports on Form 8-K: No Reports on Form 8-K were filed during the quarter
ended March 31, 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-XII
By: /s/Thomas E. Meador
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Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners - XII, 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 Balcor Partners - XII, the
General Partner
Date: May 9, 2000
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