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, 1998
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-11805
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BALCOR REALTY INVESTORS-83
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3189175
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Rd.
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
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BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
------------- --------------
Cash and cash equivalents $ 1,819,726 $ 2,153,216
Accounts and accrued interest receivable 10,001 20,498
------------- --------------
$ 1,829,727 $ 2,173,714
============= ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 35,560 $ 25,081
Due to affiliates 54,114 38,294
------------- --------------
Total liabilities 89,674 63,375
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Commitments and contingencies
Limited Partners' capital (75,005
Interests issued and outstanding) 1,845,044 2,215,330
General Partner's deficit (104,991) (104,991)
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Total partners' capital 1,740,053 2,110,339
------------- --------------
$ 1,829,727 $ 2,173,714
============= ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30,1998 and 1997
(Unaudited)
1998 1997
------------- --------------
Income:
Rental and service $ 1,159,961
Interest on short-term investments $ 79,140 354,317
------------- --------------
Total income 79,140 1,514,278
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Expenses:
Interest on mortgage notes payable 390,626
Depreciation 145,762
Amortization of deferred expenses 14,561
Property operating 14,447 695,953
Real estate taxes 140,715
Property management fees 65,844
Administrative 176,205 274,670
------------- --------------
190,652 1,728,131
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Loss before gain on sales of
properties and extraordinary item (111,512) (213,853)
Gain on sales of properties 28,828,617
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(Loss) income before extraordinary item (111,512) 28,614,764
Extraordinary item:
Debt extinguishment expenses (1,432,632)
------------- --------------
Net (loss) income $ (111,512) $ 27,182,132
============= ==============
Income before extraordinary item
allocated to General Partner None $ 2,953,093
============= ==============
(Loss) income before extraordinary item
allocated to Limited Partners $ (111,512) $ 25,661,671
============= ==============
(Loss) income before extraordinary item
per Limited Partnership Interest
(75,005 issued and outstanding)
- Basic and Diluted $ (1.49) $ 342.13
============= ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30,1998 and 1997
(Unaudited)
(Continued)
1998 1997
------------- --------------
Extraordinary item allocated to
General Partner None $ (147,850)
============= ==============
Extraordinary item allocated to
Limited Partners None $ (1,284,782)
============= ==============
Extraordinary item per Limited
Partnership Interest (75,005
issued and outstanding)
- Basic and Diluted None $ (17.13)
============= ==============
Net income allocated to General Partner None $ 2,805,243
============= ==============
Net (loss) income allocated to Limited
Partners $ (111,512) $ 24,376,889
============= ==============
Net (loss) income per Limited Partnership
Interest (75,005 issued and outstanding)
- Basic and Diluted $ (1.49) $ 325.00
============= ==============
Distributions to Limited Partners $ 258,774 $ 20,337,606
============= ==============
Distributions per Limited Partnership
Interest (75,005 issued and outstanding) $ 3.45 $ 271.15
============= ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1998 and 1997
(Unaudited)
1998 1997
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Income:
Rental and service $ 213,260
Interest on short-term investments $ 26,131 51,939
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Total income 26,131 265,199
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Expenses:
Interest on mortgage notes payable 57,616
Depreciation 20,260
Amortization of deferred expenses 3,053
Property operating 111,556
Real estate taxes 27,234
Property management fees 10,909
Administrative 43,302 85,987
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Total expenses 43,302 316,615
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Loss before gain on sale of
property and extraordinary item (17,171) (51,416)
Gain on sale of property 3,988,519
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(Loss) income before extraordinary item (17,171) 3,937,103
Extraordinary item:
Debt extinguishment expenses (95,553)
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Net (loss) income $ (17,171) $ 3,841,550
============= ==============
Income before extraordinary item
allocated to General Partner None $ 1,719,210
============= ==============
(Loss) income before extraordinary item
allocated to Limited Partners $ (17,171) $ 2,217,893
============= ==============
(Loss) income before extraordinary item
per Limited Partnership Interest
(75,005 issued and outstanding)
- Basic and Diluted $ (0.23) $ 29.56
============= ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
------------- --------------
Extraordinary item allocated to
General Partner None $ (80,996)
============= ==============
Extraordinary item allocated to
Limited Partners None $ (14,557)
============= ==============
Extraordinary item per Limited
Partnership Interest (75,005
issued and outstanding)
- Basic and Diluted None $ (0.19)
============= ==============
Net income allocated to General Partner None $ 1,638,214
============= ==============
Net (loss) income allocated to Limited
Partners $ (17,171) $ 2,203,336
============= ==============
Net (loss) income per Limited Partnership
Interest (75,005 issued and outstanding)
- Basic and Diluted $ (0.23) $ 29.37
============= ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30,1998 and 1997
(Unaudited)
1998 1997
------------- --------------
Operating activities:
Net (loss) income $ (111,512) $ 27,182,132
Adjustments to reconcile net (loss) income
to net cash used in
operating activities:
Debt extinguishment expenses 327,266
Gains on sales of properties (28,828,617)
Depreciation of properties 145,762
Amortization of deferred expenses 14,561
Net change in:
Escrow deposits 1,398,303
Accounts receivable 10,497 35,179
Prepaid expenses 116,589
Accounts payable 10,479 (59,628)
Due to affiliates 15,820 (40,331)
Accrued liabilities (775,260)
Security deposits (236,745)
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Net cash used in operating activities (74,716) (720,789)
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Investing activities:
Proceeds from sales of properties 56,099,667
Payment of selling costs (1,415,286)
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Net cash provided by investing activities 54,684,381
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Financing activities:
Distributions to Limited Partners (258,774) (20,337,606)
Repayment of mortgage note payable - (734,154)
affiliate
Repayment of mortgage notes payable (33,191,739)
Principal payments on mortgage notes
payable (29,212)
------------- --------------
Cash used in financing activities (258,774) (54,292,711)
------------- --------------
Net change in cash and cash equivalents (333,490) (329,119)
Cash and cash equivalents at beginning
of period 2,153,216 4,948,152
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Cash and cash equivalents at end of period $ 1,819,726 $ 4,619,033
============= ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) The loss allocation between the Limited Partners and the General Partner
has been adjusted for financial statement purposes in order that the capital
account balances more accurately reflect their remaining economic interests as
provided for in the Partnership Agreement.
(b) 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, 1998, 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 interests in
real estate. During 1997, the Partnership sold its five remaining properties.
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 lawsuits discussed in Note 5 of Notes to the
Financial Statements. Due to this litigation, the Partnership will not be
dissolved and reserves will be held by the Partnership until the conclusion of
all contingencies. There can be no assurance as to the time frame for
conclusion of these contingencies.
3. Interest Expense:
During the nine months ended September 30, 1997, the Partnership incurred and
paid interest expense on mortgage notes payable to non-affiliates of $383,988.
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1998 are:
Paid
-------------------------
Nine Months Quarter Payable
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Reimbursement of expenses to
the General Partner, at cost $ 19,005 $ 6,236 $ 54,114
<PAGE>
In February 1997, the Partnership repaid the Walnut Ridge - Phase II Apartments
note payable to The Balcor Company ("TBC"), an affiliate of the General
Partner. The Partnership repaid the $734,154 loan with proceeds received from
the sale of the property. During the nine months ended September 30, 1997, the
Partnership incurred interest expense on the TBC loan of $6,638 and paid
interest expense of $13,276.
5. Contingencies:
The Partnership is currently involved in two lawsuits whereby the Partnership
and certain affiliates have been named as defendants alleging substantially
similar 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 these
actions. A plaintiff class has not been certified in either action. No
determination of the merits has been made in one action. The other action was
dismissed without prejudice by the trial court on September 24, 1998 for
failure to state a cause of action. It is not determinable at this time whether
or not an unfavorable decision in either action would have a material adverse
impact on the financial position of the Partnership. The Partnership believes
it has meritorious defenses to contest the claims.
<PAGE>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Realty Investors-83 (the "Partnership") is a limited partnership formed
in 1981 to invest in and operate income-producing real property. The
Partnership raised $75,005,000 from sales of Limited Partnership Interests and
utilized these proceeds to acquire eleven real property investments and a
minority joint venture interest in one additional real property. The
Partnership has no properties remaining in its portfolio at September 30, 1998.
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 1997 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
Administrative expenses were higher than interest earned on short-term
investments, which resulted in a net loss during the nine months and quarter
ended September 30, 1998. The Partnership sold the Eagle Crest - Phase I,
Springs Pointe Village and Walnut Ridge - Phases I and II apartment complexes
during January 1997 and the Deer Oaks Apartment Complex during August 1997 and
recognized significant gains for financial statement purposes in connection
with these sales. This was the primary reason the Partnership recognized net
income during the nine months and quarter ended September 30, 1997. Further
discussion of the Partnership's operations is summarized below.
1998 Compared to 1997
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1998 and 1997 refer
to both the nine months and quarters ended September 30, 1998 and 1997.
The Partnership sold the Eagle Crest - Phase I, Springs Pointe Village and
Walnut Ridge - Phases I and II apartment complexes during January 1997 and the
Deer Oaks apartment complex during August 1997 and recognized gains totaling
$28,828,617 in connection with the property sales. As a result, rental and
service income, interest expense on mortgage notes payable, depreciation,
amortization, real estate taxes and property management fees ceased during
1997.
Higher average cash balances were available for investment in 1997 due to
proceeds received in connection with the 1997 property sales prior to
distributions to Limited Partners in April 1997 and January 1998. As a result,
interest income on short-term investments decreased during 1998 as compared to
1997.
<PAGE>
Property operating expense decreased during 1998 as compared to 1997 due to the
sales of the Partnership's five remaining properties in 1997. The Partnership
paid additional expenditures during the nine months ended September 30, 1998
related to certain of the properties sold in 1997.
Primarily due to lower accounting, data processing, portfolio management and
bank fees as a result of the prior years' property sales, administrative
expenses decreased during 1998 as compared to 1997. This decrease was partially
offset by an increase in accrued legal fees in connection with the litigation
discussed in Note 5 of Notes to the Financial Statements.
During 1997, the Partnership wrote-off the remaining unamortized deferred
expenses in connection with the sales of the Eagle Crest - Phase I, Walnut
Ridge - Phase I and II and Deer Oaks apartment complexes totaling $327,266 and
paid prepayment penalties in connection with the sales of these properties
totaling $1,105,366. These amounts were recognized as debt extinguishment
expenses and classified as an extraordinary item for financial statement
purposes.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $333,000 as of
September 30, 1998 when compared to December 31, 1997 primarily due to the
payment of a distribution to Limited Partners in January 1998 of remaining
available Net Cash Proceeds. The Partnership used cash of approximately $75,000
to fund its operating activities consisting of the payment of administrative
expenses and operating expenses related to sold properties which was partially
offset by interest income earned on short-term investments. The Partnership
used cash to fund its financing activities which consisted of a distribution to
Limited Partners of approximately $259,000.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1997, the Partnership sold its five remaining properties.
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 lawsuits discussed in Note 5 of Notes to the
Financial Statements. Due to this litigation, the Partnership will not be
dissolved and reserves will be held by the Partnership until the conclusion of
all contingencies. There can be no assurances as to the time frame for
conclusion of these contingencies.
To date, Limited Partners have received distributions of Net Cash Receipts of
$105.50 and Net Cash Proceeds of $544.47, totaling $649.97 per $1,000 Interest,
as well as certain tax benefits. 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.
<PAGE>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- -------------------------
Klein. et al. vs. Lehman Brothers, Inc., et al.
- -----------------------------------------------
With regard to the proposed class action complaint, Lenore Klien. et al. vs.
Lehman Brothers, Inc., et al. (Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96), on June 9, 1998 the defendants filed a
motion to dismiss the complaint for failure to state a cause of action. The
motion was briefed by all parties and oral argument was heard by the court on
August 21, 1998. On September 24, 1998, the judge issued a letter opinion
granting the defendant's motion to dismiss the complaint, and on October 23,
1998, the judge announced that he would enter an order dismissing the complaint
without prejudice.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Amended and Restated Certificate of Limited Partnership set forth as
Exhibit 4.1 to Amendment No. 1 to Registrant's Registration Statement on
Form S-11 dated December 10, 1982 (Registration No. 2-79043) 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. 0-11805) are incorporated herein by reference.
(10) Material Contracts:
(a)(i) Agreement of Sale and attachments thereto relating to the Eagle Crest
Apartments, Phase I, previously filed as Exhibit (2)(a) to the Registrant's
Current Report on Form 8-K dated January 20, 1997 is incorporated herein by
reference.
(a)(ii) Modification to Agreement of Sale relating to the Eagle Crest
Apartments, Phase I, previously filed as Exhibit (2)(b) to the Registrant's
Current Report on Form 8-K dated January 20, 1997 is incorporated herein by
reference.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of the
Deer Oaks Apartments, San Antonio, Texas, previously filed as Exhibit (2)(i) to
the Registrant's Report on Form 8-K dated July 18, 1997 is incorporated herein
by reference.
(b)(ii) First Amendment to Agreement of Sale relating to the sale of the Deer
<PAGE>
Oaks Apartments, San Antonio, Texas, previously filed as Exhibit (2)(ii) to the
Registrant's Report on Form 8-K dated July 18, 1997 is incorporated herein by
reference.
(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1998 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 30, 1998.
<PAGE>
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 REALTY INVESTORS-83
By: /s/ Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners-XIII, the General Partner
By: /s/ Jayne A. Kosik
------------------------------
Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Partners-XIII, the General Partner
Date: November 13, 1998
--------------------------
<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 1820
<SECURITIES> 0
<RECEIVABLES> 10
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1830
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1830
<CURRENT-LIABILITIES> 90
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1740
<TOTAL-LIABILITY-AND-EQUITY> 1830
<SALES> 0
<TOTAL-REVENUES> 79
<CGS> 0
<TOTAL-COSTS> 14
<OTHER-EXPENSES> 176
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (112)
<INCOME-TAX> 0
<INCOME-CONTINUING> (112)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (112)
<EPS-PRIMARY> (1.49)
<EPS-DILUTED> (1.49)
</TABLE>
