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, 1994
------------------
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 0-11803
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BALCOR EQUITY PROPERTIES-XIV
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3236496
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Balcor Plaza
4849 Golf Road, Skokie, Illinois 60077-9894
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 677-2900
--------------
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-XIV
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1994 and December 31, 1993
(Unaudited)
ASSETS
1994 1993
------------- -------------
Cash and cash equivalents $ 6,632,773 $ 372,021
Escrow deposits 141,175 707,045
Accounts and accrued interest receivable 124,517 2,250
Deferred expenses, net of accumulated
amortization of $266,438 in 1994
and $122,237 in 1993 3,586 147,787
------------- -------------
6,902,051 1,229,103
------------- -------------
Investment in real estate:
Land 876,547 3,063,912
Buildings and improvements 7,001,975 30,162,805
------------- -------------
7,878,522 33,226,717
Less accumulated depreciation 2,818,320 14,569,842
------------- -------------
Investment in real estate, net
of accumulated depreciation 5,060,202 18,656,875
------------- -------------
$ 11,962,253 $ 19,885,978
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 18,097 $ 43,844
Due to affiliates 87,641 37,537
Accrued liabilities, principally interest
and real estate taxes 113,207 133,844
Security deposits 30,830 93,662
Purchase price, promissory and mortgage
notes payable 6,282,837 15,697,080
Mortgage note payable - affiliate 1,600,000
------------- -------------
Total liabilities 6,532,612 17,605,967
Affiliates' participation in joint venture (332,006) (294,131)
Partners' capital (85,105 Limited Partnership
Interests issued and outstanding) 5,761,647 2,574,142
------------- -------------
$ 11,962,253 $ 19,885,978
============= =============
The accompanying notes are an integral part of the financial statements
BALCOR EQUITY PROPERTIES-XIV
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Income:
Rental and service $ 3,600,737 $ 4,819,104
Interest on short-term investments 26,301 6,501
Interest on wrap-around and promissory
note receivable 180,048
------------- -------------
Total income 3,627,038 5,005,653
------------- -------------
Expenses:
Interest on purchase price, promissory
and mortgage notes payable 1,386,954 1,938,397
Interest on short-term loans 77,561
Depreciation 852,979 1,237,170
Amortization of deferred expenses 144,201 35,872
Property operating 1,560,272 2,018,444
Real estate taxes 304,139 410,953
Property management fees 176,687 239,309
Administrative 351,396 322,101
------------- -------------
Total expenses 4,776,628 6,279,807
------------- -------------
Loss before recognized gains on sales of
properties and affiliates' participation
in loss from joint venture (1,149,590) (1,274,154)
Recognized gains on sales of properties 4,283,116
Affiliates' participation in loss
from joint venture 53,979 55,392
------------- -------------
Net income (loss) $ 3,187,505 $ (1,218,762)
============= =============
Net income (loss) allocated to General Partner $ 31,875 $ (12,188)
============= =============
Net income (loss) allocated to Limited Partners$ 3,155,630 $ (1,206,574)
============= =============
Net income (loss) per Limited Partnership
Interest (85,105 issued and outstanding) $ 37.08 $ (14.18)
============= =============
The accompanying notes are an integral part of the financial statements
BALCOR EQUITY PROPERTIES-XIV
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Income:
Rental and service $ 1,171,849 $ 1,607,282
Interest on short-term investments 17,099 1,593
Interest on wrap-around and promissory
note receivable 64,085
------------- -------------
Total income 1,188,948 1,672,960
------------- -------------
Expenses:
Interest on purchase price, promissory
and mortgage notes payable 503,155 642,212
Interest on short-term loans 25,262
Depreciation 271,901 412,390
Amortization of deferred expenses 125,180 11,957
Property operating 658,837 719,043
Real estate taxes 92,533 136,614
Property management fees 54,515 81,499
Administrative 100,340 105,221
------------- -------------
Total expenses 1,806,461 2,134,198
------------- -------------
Loss before recognized gains on sales of
properties and affiliates' participation
in loss from joint venture (617,513) (461,238)
Recognized gains on sales of properties 4,283,116
Affiliates' participation in loss
from joint venture 17,593 19,639
------------- -------------
Net income (loss) $ 3,683,196 $ (441,599)
============= =============
Net income (loss) allocated to General Partner $ 36,832 $ (4,416)
============= =============
Net income (loss) allocated to Limited Partners$ 3,646,364 $ (437,183)
============= =============
Net income (loss) per Limited Partnership
Interest (85,105 issued and outstanding) $ 42.85 $ (5.14)
============= =============
The accompanying notes are an integral part of the financial statements
BALCOR EQUITY PROPERTIES-XIV
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
------------- -------------
Operating activities:
Net income (loss) $ 3,187,505 $ (1,218,762)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Recognized gains on sales of properties (4,283,116)
Affiliates' participation in (loss)
from joint venture (53,979) (55,392)
Depreciation of properties 852,979 1,237,170
Amortization of deferred expenses 144,201 35,872
Net change in:
Escrow deposits 484,159 (527,771)
Accounts and accrued interest receivable (122,267) 142,644
Accounts payable (25,747) 153,298
Due to affiliates 50,104 4,472
Accrued liabilities (20,637) 413,829
Security deposits (62,832) (1,264)
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Net cash provided by operating activities 150,370 184,096
------------- -------------
Investing activities:
Proceeds from sales of properties 17,500,000
Payment of closing costs related to sales
of properties (473,190)
-------------
Net cash provided by investing activities 17,026,810
-------------
Financing activities:
Capital contributions from joint venture partner -
affiliate 16,104 21,693
Proceeds from loans payable - affiliate 84,670
Repayment of loans payable - affiliate (233,275)
Repayment of mortgage notes payable (9,362,925)
Repayment of mortgage note payable - affiliate (1,600,000)
Principal payments on purchase price, promissory
and mortgage notes payable (51,318) (92,801)
Principal payments on mortgage notes payable -
affiliate (244,204)
Release of financing escrows 81,711 196,250
------------- -------------
Net cash used in financing activities (10,916,428) (267,667)
------------- -------------
Net change in cash and cash equivalents 6,260,752 (83,571)
Cash and cash equivalents at beginning of period 372,021 121,398
------------- -------------
Cash and cash equivalents at end of period $ 6,632,773 $ 37,827
============= =============
The accompanying notes are an integral part of the financial statements
BALCOR EQUITY PROPERTIES-XIV
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
A reclassification has been made to the previously reported 1993 statements in
order to provide comparability with the 1994 statements. This reclassification
has not changed the 1993 results. 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, 1994, and all such
adjustments are of a normal and recurring nature.
2. Interest Expense:
During the nine months ended September 30, 1994 and 1993, the Partnership
incurred and paid interest expense on purchase price, promissory and mortgage
notes payable to non-affiliates of $1,238,757 and $1,807,553, respectively.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1994 are:
Paid
--------------------
Nine Months Quarter Payable
----------- -------- ---------
Property management fees $180,701 $59,100 $16,348
Reimbursement of expenses to
the General Partner, at cost:
Accounting 27,432 16,235 14,876
Data processing 10,988 8,040 20,279
Investor communications 7,637 4,520 4,789
Legal 10,153 6,009 8,075
Portfolio management 24,309 13,861 19,520
Other 11,843 7,009 3,754
The Partnership had loans from the General Partner which were repaid in 1993.
Interest expense was paid at the American Express Company cost of funds rate
plus a spread to cover administrative costs.
On September 12, 1994, a $1,600,000 second mortgage loan on the Oak Ridge
apartment complex was repaid to Balcor Real Estate Holdings, Inc., an affiliate
of the General Partner. In connection with this loan, the Partnership incurred
interest expense of $148,196 and $130,844, and paid interest expense of
$162,867 and $147,522 during the nine months ended September 30, 1994 and 1993,
respectively.
4. Property Sales:
a) In September 1994, the Partnership sold the Oak Ridge Apartments in San
Antonio, Texas for a sale price of $6,300,000. For financial statement
purposes, the basis of the property at the date of sale was $3,532,223, net of
accumulated depreciation of $2,572,605, and the Partnership recognized a gain
of $2,561,449. Cash proceeds from the sale were received by the Partnership,
net of selling costs of $206,328 and after repayment of the $2,672,000 first
mortgage loan and the $1,600,000 second mortgage loan.
b) In September 1994, the Partnership sold the Towne Oaks South Apartments in
Shreveport, Louisiana for a sale price of $11,200,000. For financial statement
purposes, the basis of the property at the date of sale was $9,211,471, net of
accumulated depreciation of $10,031,895, and the Partnership recognized a gain
of $1,721,667. Cash proceeds from the sale were received by the Partnership,
net of selling costs of $266,862 and after repayment of the first mortgage loan
in the amount of $6,690,925 and a prepayment fee of $66,909.
BALCOR EQUITY PROPERTIES-XIV
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Equity Properties-XIV (the "Partnership") was formed in 1983 to invest
in and operate income-producing real property. The Partnership raised
$85,105,000 from sales of Limited Partnership Interests and utilized these
proceeds to acquire fourteen real property investments. Thirteen of these
properties have been sold or title relinquished through foreclosure. The
Partnership continues to operate its remaining property.
Over the past several years, most of the Partnership's activities have centered
around property sales, mortgage loan refinancings and discounted prepayments of
wrap-around loans, all in an effort to reduce the Partnership's deficit and
improve overall cash flow. More recently, the Partnership's main objective has
been the disposition of its remaining assets in order to terminate the
operations of the Partnership. In keeping with this strategy, the Partnership
has sold the Towne Oaks South Apartments and the Oak Ridge Apartments to
unaffiliated parties for sale prices of $11,200,000 and $6,300,000,
respectively, during the third quarter of 1994. The remaining property in the
portfolio, Belmere Apartments, is encumbered by a mortgage loan that matures
within the next seven months and, based on current operations, the Partnership
has determined that it should concentrate its efforts on selling its interest
in this property and has entered into negotiations with a potential buyer.
Since the Partnership has disposed of all but one of its real property
investments, the Partnership is nearing the end of its life cycle. The
Partnership Agreement provides for dissolution of the Partnership upon the sale
of all of its interests in real estate. Upon disposition of the Belmere
Apartments, the General Partner will pay any outstanding liabilities, liquidate
the Partnership's remaining assets, distribute any available proceeds to
Limited Partners, and terminate the Partnership.
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 1993 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
The Partnership recognized net income during the nine months and quarter ended
September 30, 1994 as compared to a net loss for the same periods in 1993
primarily due to gains relating to the September 1994 sales of the Oak Ridge
and Towne Oaks South apartment complexes. Further discussion of the
Partnership's operations is set forth below.
1994 Compared to 1993
- ---------------------
The December 1993 sale of the Village Green Apartments resulted in decreases in
rental and service income, interest expense on purchase price, promissory and
mortgage notes payable, depreciation expense, property operating expense, real
estate tax expense and property management fees during the nine months and
quarter ended September 30, 1994 as compared to the same periods in 1993.
Interest income on short-term investments increased during the nine months and
quarter ended September 30, 1994 as compared to the same periods in 1993
primarily due to a higher cash balance as a result of the sales proceeds
received from the September sales of the Oak Ridge and Towne Oaks South
apartment complexes.
During December 1993, the purchaser of the Camelot Villas mobile home community
repaid the wrap-around note receivable collateralized by the property. The
repayment caused interest income on wrap-around and promissory note receivable
to cease in 1993 and contributed to the decrease in interest expense on
purchase price, promissory and mortgage notes payable during the nine months
and quarter ended September 30, 1994 as compared to the same periods in 1993.
The decrease in interest expense was partially offset by a prepayment fee
relating to the Towne Oaks South mortgage repayment.
The December 1993 repayment of the General Partner loans caused interest
expense on short-term loans to cease during 1993.
In connection with the sales of the Oak Ridge and Towne Oaks South apartment
complexes, deferred expenses relating to the first mortgage loans
collateralized by the respective properties were fully amortized, causing an
increase in amortization expense during the nine months and quarter ended
September 30, 1994 as compared to the same periods in 1993.
The decrease in property operating expense for the quarter ended September 30,
1994 as compared to the same period in 1993 due to the Village Green Apartments
sale, was partially offset by expenses incurred at the Towne Oaks South
Apartments to upgrade the physical appearance of the property in preparation
for sale.
The decrease in real estate taxes related to the sale of Village Green
Apartments was partially offset by an increase in real estate tax expense at
the Belmere, Oak Ridge and Towne Oaks South apartment complexes for the nine
months and quarter ended September 30, 1994 as compared to the same periods in
1993 due to an increase in assessed property valuations received from taxing
authorities.
Liquidity and Capital Resources
- -------------------------------
The cash or near cash position of the Partnership increased by approximately
$6,250,000 from December 31, 1993 to September 30, 1994. Operating activities
consisted primarily of cash flow from property operations, which was partially
offset by the payment of administrative expenses. Cash flow from investing
activities, which consisted of net proceeds from the sales of the Oak Ridge and
Towne Oaks South apartment complexes, was used to fund financing activities
which consisted primarily of principal repayments on the mortgage notes payable
collateralized by the two apartment complexes.
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. A deficit is
considered to be significant if it exceeds $250,000 annually or 20% of the
property's rental and service income. The Towne Oaks South apartment complex
generated positive cash flow prior to its sale in September 1994, as well as
during the nine months ended September 30, 1993. The Oak Ridge apartment
complex generated positive cash flow prior to its sale in September 1994 as
compared to a marginal deficit for the same period in 1993 as a result of a
decrease in exterior painting expense at the property. The Belmere apartment
complex generated a marginal cash flow deficit during the nine months ended
September 30, 1994 and 1993.
The Partnership's remaining property, Belmere Apartments, is financed by a
third-party mortgage loan and, therefore, the Partnership is subject to the
financial obligations required by this loan. During 1995, the $6,264,000
mortgage loan collateralized by the property matures, and as previously
mentioned, the Partnership is marketing Belmere Apartments for sale. In the
event this sales effort is unsuccessful, the Partnership may be required to
seek a short-term extension from the existing lender.
In September 1994, the Partnership sold the Oak Ridge Apartments in San
Antonio, Texas to an unaffiliated party for $6,300,000. From the sale proceeds,
the Partnership repaid the first and second mortgage loan balances of
$2,672,000 and $1,600,000, respectively, brokerage commissions of $189,000 and
closing costs of $17,328. The Partnership received the remaining sale proceeds,
net of prorations. Neither the General Partner nor its affiliates received a
brokerage commission in connection with the sale of the property. (See Note 4
of Notes to Financial Statements for additional information.)
In September 1994, the Partnership sold the Towne Oaks South Apartments in
Shreveport, Louisiana to an unaffiliated party for $11,200,000. From the sale
proceeds the Partnership repaid the first mortgage loan balance of $6,690,925,
a prepayment fee of $66,909, brokerage commissions of $223,000 and closing
costs of $43,862. The Partnership received the remaining sale proceeds, net of
prorations. Neither the General Partner nor its affiliates received a brokerage
commission in connection with the sale of the property. (See Note 4 of Notes to
Financial Statements for additional information.)
The General Partner has elected to forego the receipt of any real estate
commissions with respect to the sale of Partnership properties. The General
Partner is, however, reimbursed for administrative costs incurred in connection
with the sale of Partnership properties.
To date investors have received distributions of Net Cash Receipts of $19.75
and Net Cash Proceeds of $130.25, totaling $150 per $1,000 Interest, as well as
certain tax benefits. Since the Partnership has disposed of all but one of its
real property investments, the Partnership is nearing the end of its life
cycle. The Partnership Agreement provides for dissolution of the Partnership
upon the sale of all of its interests in real estate. Upon the sale of the
remaining property, all remaining Partnership cash will be distributed to
Limited Partners, after an amount is reserved for the termination of the
Partnership's affairs and the settlement of all obligations. In light of the
results to date and the projected cash proceeds from the sale of the remaining
property, investors will not recover a substantial portion of their original
investment.
On November 4, 1994, The Balcor Company completed the sale of the assets of
Allegiance Realty Group, Inc. to an unaffiliated company, Insignia Allegiance
Management, Inc. ("Insignia"), which is based in Greenville, South Carolina. As
a result of this transaction, Insignia has assumed the management of the
Partnership's properties. This transaction is not expected to result in any
material change to the property management fees paid by the Partnership.
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 and/or sale prices,
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.
BALCOR EQUITY PROPERTIES-XIV
(An Illinois Limited Partnership)
Item 5. Other Information
- -------------------------
(a) Oak Ridge Apartments
In 1983, the Partnership acquired the Oak Ridge Apartments in San Antonio,
Texas (the "Property"), utilizing $3,390,795 of offering proceeds and a
$4,218,000 first mortgage loan. In 1989, the loan was refinanced with a
$2,672,000 first mortgage loan from an unaffiliated party and a second mortgage
loan and an unsecured loan from an affiliate of the General Partner (the
"Affiliate") in the amounts of $1,600,000 and $321,855, respectively. The
unsecured loan was repaid by the Partnership in 1993.
As previously reported, in June 1994, the Partnership contracted to sell the
Property for a sale price of $6,300,000 to an unaffiliated party, Elkor Realty
Corp., an Illinois corporation ("Elkor"), which subsequently assigned its
rights under the contract to its affiliate, EIP XIII Limited partnership, an
Illinois limited partnership. The sale closed on September 12, 1994. From the
sale proceeds, the Partnership paid $2,680,023 and $1,621,000, including
accrued interest, to the holders of the first and second mortgage loans,
respectively, closing costs of $206,328, including brokerage commissions of
$189,000 to two unaffiliated parties, and received the remaining $1,634,123 of
sale proceeds, net of prorations.
(b) Towne Oaks South Apartments
In 1983, the Partnership acquired the Towne Oaks South Apartments in
Shreveport, Louisiana (the "Property"), utilizing $7,555,315 of offering
proceeds. The Property was acquired subject to purchase money financing, which
was subsequently refinanced with a new $6,760,000 first mortgage loan from an
unaffiliated lender.
As previously reported, in July 1994, the Partnership contracted to sell the
Property for a sale price of $11,200,000 to an unaffiliated party, BH Equities,
Inc., which assigned its rights under the contract to its affiliate, Towne
Oaks-Shreveport, L.P., an Iowa limited partnership ("Purchaser"). The sale
closed on September 26, 1994. The Purchaser received a credit against the
purchase price of $97,000 for certain repairs and replacements to the Property.
From the sale proceeds, the Partnership paid the holder of the first mortgage
loan $6,805,449 representing the outstanding principal balance, unpaid interest
accrued thereon and a prepayment penalty, closing costs of $266,862, including
brokerage commissions of $223,000 to two unaffiliated parties, and received the
remaining $3,868,026 of sale proceeds, net of prorations.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Certificate of Limited Partnership set forth as Exhibit 4.1 to Amendment
No.1 to Registrant's Registration Statement on Form S-11 dated May 6, 1983
(Registration No. 2-81750) and to the Registrant's Registration Statement on
Form S-11 dated July 8, 1983 (Registration No. 2-85025) 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. 0-11803) are incorporated herein by reference.
(10)(a) Agreement of Sale relating to the sale of Village Green Apartments, St.
Louis County, Missouri, previously filed with the Registrant's Current Report
on Form 8-K dated June 17, 1993 is incorporated herein by reference.
(10)(b) Agreement of Sale dated April 5, 1994 and First Amendment thereto
relating to the sale of Towne Oaks South Apartments, Shreveport, Louisiana,
previously filed with the Registrant's Current Report on Form 8-K dated April
5, 1994 is incorporated herein by reference.
(10)(c) Agreement of Sale relating to the sale of Oak Ridge Apartments, San
Antonio, Texas, previously filed with the Registrant's Current Report on Form
8-K dated July 8, 1994 is incorporated herein by reference.
(10)(d) Agreement of Sale dated July 13, 1994 and attachment thereto relating
to the sale of Towne Oaks South Apartments, Shreveport, Louisiana, previously
filed with the Registrant's Current Report on Form 8-K dated July 13, 1994 is
incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1994 is attached hereto.
(b) Reports on Form 8-K:
(i) A Current Report on Form 8-K dated July 8, 1994 was filed reporting the
Agreement of Sale relating to the Oak Ridge Apartments, San Antonio, Texas.
(ii) A Current Report on Form 8-K dated July 13, 1994 was filed reporting the
Agreement of Sale relating to the Towne Oaks South Apartments, Shreveport,
Louisiana.
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-XIV
By: /s/Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Equity Partners-XIV, Inc., the General
Partner
By: /s/Allan Wood
------------------------------
Allan Wood
Executive Vice President, and Chief
Accounting and Financial Officer (Principal
Accounting and Financial Officer) of Balcor
Equity Partners-XIV, Inc., the General
Partner
Date: November 9, 1994
--------------------------
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