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 September 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 0-11126
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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
September 30, 2000 and December 31, 1999
(Unaudited)
ASSETS
2000 1999
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Cash and cash equivalents $1,340,491 $1,393,754
Accounts and accrued interest receivable 7,255 6,984
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$1,347,746 $1,400,738
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 31,611 $ 38,155
Due to affiliates 7,194 29,032
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Total liabilities 38,805 67,187
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Commitments and contingencies
Limited Partners' capital (37,447
Interests issued and outstanding) 1,363,353 1,387,963
General Partner's deficit (54,412) (54,412)
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Total partners' capital 1,308,941 1,333,551
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$1,347,746 $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 nine months ended September 30, 2000 and 1999
(Unaudited)
2000 1999
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Income:
Interest on short-term investments $ 61,640 $ 49,920
Other income 26,041
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Total income 61,640 75,961
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Expenses:
Administrative 86,250 73,416
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Total expenses 86,250 73,416
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Net (loss) income $ (24,610) $ 2,545
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Net (loss) income allocated to
General Partner None None
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Net (loss) income allocated to
Limited Partners $ (24,610) $ 2,545
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Net (loss) income per Limited Partnership
Interest (37,447 issued and oustanding) -
Basic and Diluted $ (0.66) $ 0.07
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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 September 30, 2000 and 1999
(Unaudited)
2000 1999
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Income:
Interest on short-term investments $ 21,921 $ 17,239
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Total income 21,921 17,239
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Expenses:
Administrative 25,592 22,880
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Total expenses 25,592 22,880
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Net loss $ (3,671) $ (5,641)
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Net loss allocated to General Partner None None
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Net loss allocated to Limited Partners $ (3,671) $ (5,641)
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Net loss per Limited Partnership Interest
(37,447 issued and oustanding) -
Basic and Diluted $ (0.10) $ (0.15)
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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 nine months ended September 30, 2000 and 1999
(Unaudited)
2000 1999
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Operating activities:
Net (loss) income $ (24,610) $ 2,545
Adjustments to reconcile net (loss) income
to net cash used in operating activities:
Net change in:
Accounts and accrued interest
receivable (271) 192
Accounts payable (6,544) (19,142)
Due to affiliates (21,838) 2,391
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Net cash used in operating activities (53,263) (14,014)
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Net change in cash and cash equivalents (53,263) (14,014)
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 $1,340,491 $1,393,765
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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 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 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.
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
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Nine Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $ 44,240 $ 7,677 $ 7,194
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. The Partnership sold its
final real estate investment in December 1996.
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 primarily of
administrative expenses which were partially offset by interest income earned
on short-term investments. During the quarter ended June 30, 1999, the
Partnership received a partial real estate tax refund relating to the DeFoors
Creek Apartments. As a result of this refund, the Partnership recognized net
income during the nine months ended September 30, 1999.
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.
As described above, during the quarter ended June 30, 1999, the Partnership
received a partial refund of a prior year's real estate taxes on the DeFoors
Creek Apartments. This amount has been recognized as other income for financial
statement purposes.
Primarily due to lower accrued legal fees in 1999 and an increase in printing
costs in 2000, administrative expenses increased during the nine months and
quarter ended September 30, 2000 as compared to the same periods in 1999. This
increase was partially offset by a decrease in accounting fees.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $53,000 as of
September 30, 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.
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 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 nine months ending
September 30, 2000 is attached hereto.
(b) Reports on Form 8-K: No Reports on Form 8-K were filed during the quarter
endedSeptember30,2000.
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: November 13, 2000
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