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 2-85270
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BALCOR EQUITY PENSION INVESTORS-I
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(Exact name of registrant as specified in its charter)
Illinois 36-3240345
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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
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Results of Operations
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Operations
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Summary of Operations
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Balcor Equity Pension Investors-I (the "Partnership") recognized gains on the
sales of four properties during 1996. As a result, net income increased for
1996 as compared to 1995. Lower tenant related expenditures at certain of the
office buildings and lower expenditures for interior upgrades at the Oxford
Hills Apartments resulted in an increase in net income for 1995 as compared to
1994. Further discussion of the Partnership's operations is summarized below.
1996 Compared to 1995
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Rental income for 1996 decreased by approximately $361,000 as compared to 1995
due to lower rental rates at the GSB Office Building, and by approximately
$1,068,000 due to the sales of the Oxford Square and Oxford Hills Apartments,
and, to a lesser extent, the sale of the Park Center Office Building. This
decrease was partially offset by increased rental income of approximately
$678,000 at the Pacific Center and 8280 Greensboro Drive office buildings due
to improved rental rates.
Increased cash available for short-term investment primarily due to the 1996
property sales and the December 1995 Fairview III loan prepayment was the
primary reason for an increase in interest income on short-term investments
during 1996 as compared to 1995.
As a result of the Fairview Plaza III loan prepayment in 1995, interest income
on loan receivable ceased.
Amortization expense increased during 1996 as compared to 1995 due to
amortization of leasing commissions at the GSB Office Building capitalized
during the fourth quarter of 1995 and during 1996, as well as the write-off of
capitalized leasing commissions related to the Pacific Center Office Building,
which was sold in December 1996.
Property operating expense decreased by approximately $650,000 during 1996 when
compared to 1995. Approximately $500,000 of this decrease resulted from the
sales of the Oxford Hills and Oxford Square apartment complexes. Property
operating expense also decreased due to approximately $1,100,000 of structural
repairs and tenant improvements costs incurred during 1995 at the GSB and
Pacific Center Office Buildings. These decreases were partially offset by an
increase at the Park Center and 8280 Greensboro Drive office buildings due to
tenant and common areas improvement costs of approximately $950,000 incurred in
1996.
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Real estate taxes increased during 1996 as compared to 1995 by approximately
$97,000 as a result of higher assessments at the Pacific Center and 8280
Greensboro Drive office buildings. This increase was partially offset by a
decrease of approximately $76,000 due to the sale of the Oxford Square and
Oxford Hills apartments and, to a lesser extent, the sale of the Park Center
Office Building.
The Partnership incurred additional legal, consulting, postage and printing
costs in connection with its response to tender offers and certain related
litigation during 1996. As a result, administrative expense increased during
1996 as compared to 1995.
During 1996, the Partnership sold the Oxford Hills Apartments, Oxford Square
Apartments and Park Center Office Building and recognized gains of $2,214,430,
$13,451,440, and $2,627,586, respectively.
In December 1996, the Partnership sold the Pacific Center office building and
recognized a gain on sale of $8,881,597, of which $2,034,774 is the minority
joint venture partner's share, thus increasing the affiliate's minority
interest in income from the joint venture for 1996 as compared to 1995.
In connection with the 1995 Fairview Plaza III loan prepayment, the Partnership
recognized a loss on collection of mortgage loan receivable of $228,372
representing the difference between the amount prepaid under the contractual
terms of the note and the carrying amount of the note for financial statement
purposes.
1995 Compared to 1994
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Increased cash available for short-term investment and higher average interest
rates were the primary reasons for an increase in interest income on short-term
investments during 1995 as compared to 1994.
In December 1995, the Fairview Plaza III loan receivable was prepaid in full.
In connection with this prepayment, the Partnership received a prepayment
premium of $187,270 which was recorded as interest income on loan receivable.
This resulted in an increase in interest on loan receivable for 1995 as
compared to 1994.
The Fairview Plaza III Office Building loan was on non-accrual status before
the loan was prepaid, whereby income was recorded only as cash payments were
received from the borrower. Pursuant to the terms of the January 1992
modification of the loan, the Partnership received payments totaling
approximately $356,000 and $388,000 during each of the years ended December 31,
1995 and 1994, respectively. Of the amounts received, approximately $195,000
was recorded as interest income and $161,000 as a principal reduction in 1995,
and approximately $221,000 as interest income and $167,000 as a principal
reduction in 1994. Interest income is presented net of mortgage servicing fees
in the financial statements.
As a result of the Fairview Plaza III loan prepayment, deferred fees relating
to loan application and processing were fully amortized. This resulted in an
increase in amortization of deferred expenses in 1995 as compared to 1994.
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Lower tenant related expenditures at the Pacific Center, GSB and 8280
Greensboro Drive office buildings and lower expenditures for interior upgrades
at the Oxford Hills Apartments resulted in lower property operating expenses
for 1995 as compared to 1994.
A lower assessed value and tax rate in 1995 at the Oxford Hills Apartments
resulted in a decrease in real estate tax expense in 1995 as compared to 1994.
The Pacific Center Office Building generated income in 1995 due to lower tenant
related expenditures, which resulted in affiliate's minority interest in income
from the joint venture for 1995 as compared to a loss during 1994.
Liquidity and Capital Resources
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The cash position of the Partnership as of December 31, 1996 increased by
approximately $38,987,000 as compared to December 31, 1995 primarily due to the
proceeds received from the sales of four properties. Cash flow of approximately
$5,271,000 provided by operating activities consists primarily of the cash flow
generated from the property operations and interest income on short-term
investments, which was partially offset by administrative expenses. Cash
provided by investing activities of approximately $54,374,000 consists
primarily of net proceeds of approximately $55,463,000 from the sale of four
properties, and the payment of $1,089,000 for improvements to properties. Cash
used in financing activities of approximately $20,658,000 consists primarily of
distributions to Partners and distributions to the joint venture
partner-affiliate. Proceeds from the sale of Oxford Square Apartments were
distributed to Tax-exempt Limited Partners in October 1996 as discussed below.
Additionally, in January 1997, the Partnership distributed proceeds of
approximately $38,000,000 from the fourth quarter property sales, as discussed
below.
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit or a significant deficit. A deficit is
considered to be significant if it exceeds $250,000 annually or 20% of the
property's rental and service income. The Partnership defines cash flow
generated from its properties as an amount equal to the property's revenue
receipts less property related expenditures. During the years ended December
31, 1996 and 1995, all of the properties owned by the Partnership generated
positive cash flow for the year or prior to the sale of the properties except
for the Park Center Office Building which generated a marginal cash flow
deficit in 1995 due to significant leasing costs incurred at the property. As
of December 31, 1996, the occupancy rates at the GSB and 8280 Greensboro Drive
office buildings were 98%.
During August 1996, the Partnership sold the Oxford Square apartment complex in
an all cash sale for $10,500,000. During November 1996, the Registrant sold the
Oxford Hills apartment complex in an all cash sale for $22,278,500. During
December 1996, the Partnership sold the Park Center Office Buildings in an all
cash sale for $8,300,000. Additionally, in December 1996, the Partnership sold
the Pacific Center Office Buildings, which were owned by a joint venture
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consisting of the Partnership and an affiliate, in an all cash sale for
$15,950,000. During March 1997, the Partnership sold the GSB Office Building
and entered into a contract to sell the 8280 Greensboro Drive Office Building,
scheduled to close in April 1997.
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 by held by
the Partnership for a longer period of time.
The 8280 Greensboro Drive Office Building located in McLean, Virginia had a
successful leasing campaign in 1996, with the renewal and expansion of
approximately 70,000 square feet of leases, including Deltek, the largest
tenant in the building. Deltek extended its leases for five years. The
property's occupancy at year-end was 98%. The Washington, D.C. market has 175
office buildings totaling 19 million square feet with an average occupancy rate
of 92% at the end of 1996.
GSB Office Building is located just outside Philadelphia in Bala Cynwyd,
Pennsylvania. Approximately 55,000 square feet of the property was leased in
1996, including the renewal of two of its largest tenants, Strategic Marketing
and Levland Advertising, for five year lease terms. The property's occupancy at
year end 1996 was 98%. The Bala Cynwyd submarket has twenty-three office
buildings totaling 2.6 million square feet, with an average occupancy of 95% at
the end of 1996.
In August 1996 the Partnership sold the Oxford Square Apartments in an all cash
sale for $10,500,000. From the proceeds of the sale, the Partnership paid
$387,578 in selling costs. Pursuant to the terms of the sale, the Partnership
was required to hold back $250,000 of the proceeds until September 1996. The
full amount of the holdback was released in September 1996. The proceeds from
the sale were distributed to the Tax-exempt Limited Partners in October 1996,
in accordance with the Partnership Agreement. See Note 10 of Notes to the
Financial Statements for additional information.
In November 1996, the Partnership sold the Oxford Hills Apartments in an all
cash sale for $22,278,500. From the proceeds of the sale, the Partnership paid
$475,139 in selling costs. Pursuant to the terms of the sale, the Partnership
was required to hold back $250,000 of the proceeds until March 1997. The
remaining available proceeds from the sale were distributed to the Tax-exempt
Limited Partners in January 1997, in accordance with the Partnership Agreement.
See Notes 10 and 14 of Notes to the Financial Statements for additional
information.
In December 1996, the Partnership sold the Park Center office building in an
all cash sale for $8,300,000. From the proceeds of the sale, the Partnership
paid $271,460 in selling costs. Pursuant to the terms of the sale, the
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Partnership is required to hold back $200,000 of the proceeds until June 1997.
The remaining proceeds were distributed to the Tax-exempt Limited Partners in
January 1997, in accordance with the Partnership Agreement. See Notes 10 and 14
of Notes to the Financial Statements for additional information.
The Pacific Center Office Buildings were owned by a joint venture consisting of
the Partnership and an affiliate. In December 1996, the joint venture sold the
property in an all cash sale for $15,950,000. From the proceeds of the sale,
the joint venture paid $431,045 in selling costs. The net proceeds from the
sale were $15,518,955, of which $11,965,854 was the Partnership's share. The
remaining proceeds were distributed to the Tax-exempt Limited Partners in
January 1997, in accordance with the Partnership Agreement. See Notes 7 and 10
of Notes to Financial Statements.
In March 1997, the Partnership sold the GSB Office Building in an all cash sale
for $19,575,000. From the proceeds of the sale, the Partnership paid $638,495
in selling costs. Pursuant to the terms of the sale, the Partnership is
required to hold back $500,000 of the proceeds until December 1997. The
remaining proceeds will be distributed to the Tax-exempt Limited Partners in
1997. See Note 14 of Notes to Financial Statements for additional information.
The Partnership made four distributions to Limited Partners totaling $7.00,
$8.50 and $10.00 per Interest in each of 1996, 1995 and 1994, respectively, to
the Taxable Limited Partners and four distributions totaling $52.32, $11.32 and
$13.32 per Interest in each of 1996, 1995 and 1994, respectively, to the
Tax-exempt Limited Partners. The 1996 distributions to Tax-exempt Limited
Partners include Net Cash Proceeds of $43.00 per Interest from the sale of
Oxford Square Apartments and the 1995 repayment of the Fairview Plaza II loan
repayment. Distributions of Cash Flow have remained unchanged ($1.75 per
Taxable Interest, and $2.33 per Tax-exempt Interest) since the third quarter of
1995. Cash flow decreased in 1995 as compared to 1994 due to capital
improvement programs undertaken at several of the Partnership's properties and
significant leasing costs incurred at two of the Partnership's office
buildings. See Statement of Partners' Capital for additional information.
In January 1997, the Partnership paid $42,419,669 ($10.00 per Taxable Interest
and $134.30 per Tax-exempt Interest) to Limited Partners, representing the
regular quarterly distribution of available cash flow of $1.75 per Taxable
Interest and $2.33 per Tax-exempt Interest, a special Net Cash Receipts
distribution of $8.25 per Taxable Interest and $10.97 per Tax-exempt Interest,
and a special Net Cash Proceeds distribution to Tax-exempt Limited Partners of
$121.00 per Interest from proceeds from the 1996 sale of the Oxford Hills
Apartments and the Park Center and Pacific Center office buildings. In
addition, during January 1997, the Partnership paid $385,259 to the General
Partner as its distributive share of Net Cash Receipts distributed for the
fourth quarter of 1997 and made a contribution of $128,420 to the Repurchase
Fund. In light of results to date, the General Partner does not anticipate that
Taxable investors will recover all of their original investment.
Including the January 1997 distribution, Limited Partners have received
distributions totaling $244.35 per $500.00 Taxable Interest (of which $231.36
represents Net Cash Receipts and $12.99 represents Net Cash Proceeds) and
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$507.77 per $500.00 Tax-exempt Interest (of which $307.78 represents Net Cash
Receipts and $199.99 represents Net Cash Proceeds). In accordance with the
Partnership Agreement, sales proceeds are being allocated to the Tax-exempt
Investors, and Taxable and Tax-exempt Investors have received quarterly
distributions from Net Cash Receipts. Since all of the Partnership's
properties except the 8280 Greensboro Drive Office Building have been sold, it
is not anticipated that the Partnership will generate further Net Cash
Receipts. Taxable Investors are not expected to receive further quarterly
distributions, beginning with the first quarter 1997. Tax-exempt Investors
will receive future Net Cash Proceeds distributions primarily from the March
1997 property sale and the sale of the Partnership's remaining property.
However, Taxable Investors will share in the amounts allocated to the
Repurchase Fund.
During 1996, the General Partner used amounts placed in the Repurchase Fund to
repurchase 1,217 Interests from Limited Partners at a cost of $296,033. In
February 1997, the Partnership discontinued the repurchase of Interests from
Limited Partners.
Changing interest rates can impact real estate values in several ways.
Generally, declining interest rates may lower the cost of capital allowing
buyers to pay more for a property whereas rising interest rates may increase
the cost of capital and lower the price of real estate.
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 sales 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.
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
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 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BALCOR EQUITY PENSION INVESTORS-I
By: /s/ Jayne A. Kosik
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Jayne A. Kosik
Managing Director and Chief
Financial Officer (Principal
Accounting Officer) of Balcor Equity
Partners-I, 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 Equity
/s/ Thomas E. Meador Partners-I, the General Partner April 4, 1997
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Thomas E. Meador
Managing Director and Chief
Financial Officer (Principal
Accounting Officer) of Balcor
Equity Partners-I, the General
/s/ Jayne A. Kosik Partner April 4, 1997
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Jayne A. Kosik
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