UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1996
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-11805
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BALCOR REALTY INVESTORS-83
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(Exact name of registrant as specified in its charter)
Illinois 36-3189175
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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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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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(Title of class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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Operations
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Summary of Operations
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During 1996, Balcor Realty Investors-83 (the "Partnership") sold the Desert
Sands Village and Sandridge - Phase II apartment complexes. As a result, the
Partnership recognized significant gains for financial statement purposes which
was the primary reason for the increase in net income during 1996 as compared
to 1995. During 1995, the Partnership recognized a gain on the sale of the
North Cove Apartments for financial statement purposes which was the primary
reason for the increase in net income during 1995 and compared to 1994.
Further discussion of the Partnership's operations is summarized below.
1996 Compared to 1995
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The Partnership sold the Desert Sands Village and Sandridge - Phase II
apartment complexes in June and November 1996, respectively, and the North Cove
Apartments in June 1995 which resulted in a decrease in rental and service
income of approximately $2,517,000 during 1996 as compared to 1995. The
decrease was partially offset by increases in rental and service income during
1996 at all of the Partnership's remaining properties totaling approximately
$260,000.
Due to lower average cash balances as a result of special distributions made to
Limited Partners in October 1995, and April and July 1996, interest income on
short-term investments decreased during 1996 as compared to 1995.
The Partnership reached a settlement with the seller of the Deer Oaks
Apartments in February 1996 and received $208,250 of settlement income relating
primarily to amounts due from the seller under the management and guarantee
agreement.
The sales of the Desert Sands Village and North Cove apartment complexes were
the primary reasons for the decrease in interest expense on mortgage notes
payable during 1996 as compared to 1995.
Depreciation expense decreased during 1996 as compared to 1995 primarily due to
the sales of the Desert Sands Village and North Cove apartment complexes.
The sales of the Desert Sands Village and North Cove apartment complexes were
the primary reasons for the decrease in property operating expenses during 1996
as compared to 1995. In addition, the Partnership incurred lower expenditures
for floor coverings and painting and decorating at the Deer Oaks Apartments
during 1996 due to lower tenant turnover, which contributed to the decrease in
property operating expenses.
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Real estate tax expense decreased during 1996 as compared to 1995 primarily due
to the sales of the Desert Sands Village and North Cove apartment complexes.
The sales of the Desert Sands Village and North Cove apartment complexes were
the primary reasons for the decrease in property management fees during 1996 as
compared to 1995.
Primarily as a result of lower accounting, legal and consulting fees of
approximately $218,000, administrative expense decreased during 1996 as
compared to 1995. Higher printing, postage and investor processing costs of
approximately $48,000 incurred in connection with the Partnership's response to
a tender offer during 1996 partially offset this decrease.
During 1996, the Partnership sold the Desert Sands Village and Sandridge -
Phase II apartment complexes and recognized gains for financial statement
purposes in connection with the sales of $7,982,491 and $2,295,428,
respectively.
During 1995, the Partnership recognized an extraordinary gain on forgiveness of
debt of $40,653 in connection with the settlement reached with the seller of
the Springs Pointe Village and Desert Sands Village apartment complexes.
During 1996, the Partnership wrote off the remaining unamortized deferred
expenses in the amount of $95,134 and $56,825 in connection with the sales of
the Sandridge - Phase II and Desert Sands Village apartment complexes,
respectively. In addition, the Partnership paid a prepayment penalty of $71,525
in connection with the sale of Sandridge - Phase II. These amounts were
recognized as debt extinguishment expenses and classified as extraordinary
items for financial statement purposes.
1995 Compared to 1994
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The Partnership sold the North Cove Apartments in June 1995 which resulted in a
decrease in rental and service income of approximately $1,527,000 during 1995
as compared to 1994. Higher rental rates at most of the Partnership's
remaining properties during 1995 resulted in higher rental and service income
of approximately $783,000, which partially offset the decrease.
Due to higher interest rates, interest income on short-term investments
increased during 1995 as compared to 1994.
The sale of North Cove Apartments resulted in a decrease in interest expense on
mortgage notes payable during 1995 as compared to 1994.
Depreciation expense decreased during 1995 as compared to 1994 due to the sale
of North Cove Apartments.
Amortization expense decreased during 1995 as compared to 1994 as a result of
lower deferred expenses relating to the Eagle Crest - Phase I new mortgage
loan.
The North Cove Apartments sale was the primary reason for decreased property
operating expenses during 1995 as compared to 1994.
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Real estate taxes decreased during 1995 as compared to 1994 primarily due to
the sale of North Cove Apartments.
The sale of North Cove Apartments resulted in a decrease in property management
fees during 1995 as compared to 1994.
During 1995, the Partnership sold the North Cove Apartments and recognized a
gain for financial statement purposes in connection with the sale of
$2,711,565.
The Partnership incurred higher legal, consulting, printing and postage costs
in connection with a tender offer during the fourth quarter of 1995. As a
result, administrative expenses increased during 1995 as compared to 1994.
During 1994, the first mortgage loan collateralized by North Cove Apartments
was refinanced, and the lender forgave deferred interest and a portion of the
principal totaling $1,400,400. In connection with this transaction, the
Partnership recognized an extraordinary gain on forgiveness of debt.
In June 1995, the first mortgage loan collateralized by Deer Oaks Apartments
was refinanced, and a prepayment penalty of $43,153 was incurred. Also in June
1995, the North Cove Apartments was sold and the Partnership fully amortized
the remaining deferred expenses related to the property of $56,000. These
amounts have been recognized as extraordinary items and classified as debt
extinguishment expenses for financial statement purposes.
Liquidity and Capital Resources
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The cash position of the Partnership increased by approximately $2,213,000 as
of December 31, 1996 when compared to December 31, 1995 primarily due to
proceeds received from the sale of the Sandridge - Phase II Apartments in
November 1996. Cash flow of approximately $3,146,000 was provided by operating
activities during 1996 consisting primarily of cash flow from the operations of
the Partnership's properties, interest income on short-term investments and
settlement income received from the seller of the Deer Oaks Apartments, which
were partially offset by the payment of administrative expenses. Cash provided
by investing activities consisted of proceeds from the sale of the Desert Sands
Village and Sandridge - Phase II apartment complexes of approximately
$19,779,000 less selling costs of approximately $275,000. Cash used in
financing activities consisted of distributions to the Limited Partners of
approximately $7,913,000, principal payments of approximately $548,000 on
mortgage notes payable, the repayment of mortgage notes payable of
approximately $11,904,000 and the payment of a prepayment penalty of
approximately $72,000 in connection with the sale of the Sandridge - Phase II
Apartments. In addition, in January 1997 the Partnership made a special
distribution of $2,625,175 to Limited Partners primarily from the proceeds from
the sale of the Sandridge - Phase II Apartments in November 1996.
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit or a significant deficit, each after
consideration of debt service payments unless otherwise indicated. The
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Partnership defines cash flow generated from its properties as an amount equal
to the property's revenue receipts less property related expenditures, which
include debt service payments. During 1996 and 1995, all of the Partnership's
five remaining properties generated positive cash flow. North Cove Apartments
generated a marginal cash flow deficit prior to its sale in June 1995. The
Desert Sands Village and the Sandridge - Phase II apartment complexes were sold
in June and November 1996, respectively, and generated positive cash flow in
1995 and prior to their sales in 1996. As of December 31 1996, the occupancy
rates of the Partnership's properties ranged from 90% to 96%.
During 1996, the Partnership sold the Desert Sands Village and Sandridge -
Phase II apartment complexes. During January 1997, the Partnership sold the
Eagle Crest - Phase I, Springs Pointe Village and Walnut Ridge - Phases I and
II apartment complexes. The Partnership is actively marketing the remaining
property for sale. 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 stemming from litigation involving the Partnership including,
but not limited to, the lawsuits discussed in "Item 3. Legal Proceedings." In
the absence of any contingency, the reserves will be paid within twelve months
of the last property being sold. In the event a contingency exists, reserves
may be held by the Partnership for a longer period of time.
In June 1996, the Partnership sold the Desert Sands Village Apartments in an
all cash sale for $14,529,423. From the proceeds of the sale, the Partnership
paid $8,951,783 to the third party mortgage holder in full satisfaction of the
first mortgage loan and paid $124,346 in selling costs. Pursuant to the terms
of the sale, $500,000 of the proceeds was retained by the Partnership until
October 1996. The remaining proceeds from this sale were distributed to
Limited Partners in October 1996. See Note 10 of Notes to Financial Statements
for additional information.
In November 1996, the Partnership sold the Sandridge - Phase II Apartments in
an all cash sale for $5,250,000. From the proceeds of the sale, the Partnership
paid $2,952,351 to the third party mortgage holder in full satisfaction of the
first mortgage loan and paid $151,067 in selling costs and paid a prepayment
penalty of $71,525. The remaining proceeds from the sale of this property were
distributed to Limited Partners in January 1997. See Note 10 of Notes to
Financial Statements for additional information.
In January 1997, the Partnership sold the Springs Pointe Village Apartments in
an all cash sale for $20,166,667. From the proceeds of the sale, the
Partnership paid $10,645,034 to the third party mortgage holder in full
satisfaction of the first mortgage loan, and paid $393,009 in selling costs.
Pursuant to the terms of the sale, $344,729 of the proceeds will be retained by
the Partnership until April 1997. The remaining proceeds from this sale are
expected to be distributed in 1997. See Note 15 of Notes to Financial
Statements for additional information.
In January 1997, the Partnership sold the Walnut Ridge - Phases I and II
apartment complexes in an all cash sale for $19,475,000. The purchaser
received a $300,000 credit against the purchase price for certain repairs at
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the property. From the proceeds of the sale, the Partnership paid $10,752,114
to the third party mortgage holder in full satisfaction of the first mortgage
loans, repaid a $740,792 loan from an affiliate of the General Partner,
including accrued interest, and paid $470,165 in selling costs. The remaining
proceeds from this sale are expected to be distributed in 1997. See Note 15 of
Notes to Financial Statements for additional information.
In January 1997, the Partnership sold the Eagle Crest - Phase I Apartments in
an all cash sale for $9,508,000. From the proceeds of the sale, the Partnership
paid $7,093,430 to the third party mortgage holder in full satisfaction of the
first mortgage loan and paid $357,702 in selling costs and paid a prepayment
penalty of $675,281. The remaining proceeds from this sale are expected to be
distributed in 1997. See Note 15 of Notes to Financial Statements for
additional information.
The Partnership currently has no third party financing which matures prior to
2002.
The General Partner made four distributions totaling $105.50, $85.00 and $18.00
per Interest in 1996, 1995 and 1994, respectively. Distributions were comprised
of $28.50 of Net Cash Receipts and $77.00 of Net Cash Proceeds during 1996,
$18.00 of Net Cash Receipts and $67.00 of Net Cash Proceeds during 1995 and
$18.00 of Net Cash Receipts during 1994. Distributions from Net Cash Receipts
increased between 1996 and 1995 due to improved property operations and the
payment of a special distribution of $6.00 per Interest in July 1996 from Net
Cash Receipts reserves.
In January 1997, the Partnership made a distribution of $3,075,205 ($41.00 per
Interest) to the holders of Limited Partnership Interests. This amount includes
the regular quarterly distribution from Net Cash Receipts of $6.00 per Interest
for the fourth quarter of 1996 and a special distribution of Net Cash Proceeds
of $35.00 per Interest primarily from proceeds received in connection with the
sale of the Sandridge - Phase II Apartments in November 1996. The level of the
regular quarterly distribution remained unchanged from the amount distributed
for the third quarter of 1996. Including the January 1997 distribution, Limited
Partners have received distributions of Net Cash Receipts of $105.50 and Net
Cash Proceeds of $279.00, totaling $384.50 per $1,000 Interest, as well as
certain tax benefits. Distributions in 1997 will be made principally from
proceeds from property sales as discussed above. In light of results to date,
the General Partner does not anticipate that investors will recover all of
their original investment.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents depending on general
or local economic conditions. In the long-term, inflation can be expected to
increase operating costs and replacement costs and may lead to increased rental
revenues and real estate values.
Certain statements in this Form 10-K constitute "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These
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statements may include projections of revenues, income or losses, capital
expenditures, plans for future operations, financing plans or requirements, and
plans relating to properties of the Partnership, as well as assumptions
relating to the foregoing.
The forward-looking statements made by the Partnership are subject to known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Partnership to differ materially
from any future results, performance or achievements expressed or implied by
the forward-looking statements.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of l934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BALCOR REALTY INVESTORS-83
By: /s/ Jayne A. Kosik
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Jayne A. Kosik
Managing Director and Chief
Financial Officer (Principal
Accounting Officer)
of Balcor Partners-XIII, the
General Partner
Date: April 4, 1997
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
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President and Chief Executive
Officer (Principal Executive
Officer) of Balcor Partners-XIII,
/s/ Thomas E. Meador the General Partner April 4, 1997
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Thomas E. Meador
Managing Director and Chief
Financial Officer (Principal
Accounting Officer)
of Balcor Partners-XIII, the
/s/ Jayne A. Kosik General Partner April 4, 1997
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Jayne A. Kosik
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