UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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
-----------------
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
------------- -------------
Commission file number 0-13349
-------
BALCOR REALTY INVESTORS-84
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3215399
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, IL 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
-----------------------------
(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 [ ]
<PAGE>
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 ]
<PAGE>
PART I
Item 1. Business
- ----------------
Balcor Realty Investors-84 (the "Registrant") is a limited partnership formed
in 1982 under the laws of the State of Illinois. The Registrant raised
$140,000,000 from sales of Limited Partnership Interests. The Registrant's
operations consist exclusively of investment in and operation of real property,
and all information included in this report relates to this industry segment.
The Registrant utilized the net offering proceeds to acquire twenty-three real
property investments and a minority joint venture interest in one additional
property. The Registrant has since disposed of twenty-one of these properties,
including the Somerset Pointe Apartments which was sold in January 1997 and the
property in which the Registrant had a minority joint venture interest. As of
December 31, 1996, the Registrant owned the three properties described under
"Item 2. Properties." The Partnership Agreement provides that the proceeds of
any sale or refinancing of the Registrant's properties will not be reinvested
in new acquisitions.
The Registrant's remaining properties face various levels of competition for
retention of their tenants from similar types of properties in the vicinities
in which they are located. The Registrant has no plans to change the current
use or to renovate any of its remaining properties.
Real estate values, especially for good quality, well located property
increased significantly during 1996 due to a combination of readily available
capital, low interest rates, and decreased vacancy rates resulting from steady
demand and an acceptable level of new construction. While 1996 proved to be an
excellent year to sell real estate, projected yields by buyers on new
acquisitions have declined significantly due to competition and rising prices.
Although there will be variances by asset class and geographic area, the
investment climate is expected to remain strong for 1997. However, values could
begin to level off as they approach replacement cost triggering new
construction and an increase in capitalization rates.
The investment market for apartments was excellent during 1996 due to a number
of factors. Investor interest was strong, driven primarily by institutions, as
Real Estate Investment Trusts aggressively expanded their portfolios and
pension funds viewed apartments as an attractive asset class due to their
perceived low volatility and the emergence of large professional property
management companies. Operationally, existing apartment properties registered
on a national basis occupancy in the mid 90's and rental rate increases of 3-4%
in 1996. While above the rate of inflation, the rate of rental growth in 1996
was below that of the previous two years suggesting that the apartment cycle
may have plateaued, especially as the impact of new construction in many areas<PAGE>
is being felt. While 1997 is projected to be another solid year, values should
begin to level off as capitalization rates move upward continuing a trend which
began during the second half of 1996.
During 1996, the Registrant sold ten properties. The Registrant also sold the
Somerset Pointe Apartments in January 1997 and is actively marketing the
remaining two properties. The timing of the termination of the Registrant and
the 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 Registrant
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 Registrant for a longer period
of time.
During 1996, the Registrant sold ten properties in all cash sales for
$115,436,400. During January 1997, the Registrant sold the Somerset Pointe
Apartments in an all cash sale for $18,833,333. See "Item 7. Liquidity and
Capital Resources" for additional information.
Activity for the purchase of Limited Partnership Interests ("tender offers")
has increased in real estate limited partnerships generally. Many of these
tender offers have been made by investors seeking to make a profit from the
purchase of the Interests. In the event a tender offer is made for Interests in
the Registrant, the General Partner will issue a response to Limited Partners
expressing the General Partner's opinion regarding the offer. Certain
administrative costs will be incurred to respond to a tender offer. The General
Partner cannot predict with any certainty what impact a tender offer will have
on the operations or management of the Registrant.
The Registrant, by virtue of its ownership of real estate, is subject to
federal and state laws and regulations covering various environmental issues.
Management of the Registrant utilizes the services of environmental consultants
to assess a wide range of environmental issues and to conduct tests for
environmental contamination as appropriate. The General Partner is not aware of
any potential liability due to environmental issues or conditions that would be
material to the Registrant.
The officers and employees of Balcor Partners-XV, the General Partner of the
Registrant, and its affiliates perform services for the Registrant. The
Registrant currently has no employees engaged in its operations.
Other Information
- -----------------
Courtyards of Kendall Apartments
- --------------------------------
<PAGE>
As previously reported in the Registrant's Form 8-K dated January 30, 1997, on
January 30, 1997, the Registrant contracted to sell the Courtyards of Kendall
Apartments, Dade County, Florida, to an unaffiliated party, Waterton
Associates, LLC, a limited liability company, for a sale price of $11,300,000.
On February 27, 1997, the purchaser exercised its option to terminate the
agreement of sale and a closing of the sale will not occur. Pursuant to the
agreement of sale, the $50,000 in earnest money previously deposited by the
purchaser and interest accrued thereon was returned to the purchaser.
Item 2. Properties
- ------------------
As of December 31, 1996, the Registrant owns the three properties described
below, all of which are owned in fee simple.
Location Description of Property
- -------- -----------------------
Chandler, Arizona Briarwood Place Apartments: a 268-unit apartment
complex located on approximately 15 acres.
Dade County, Florida Courtyards of Kendall Apartments: a 300-unit
apartment complex located on approximately 20
acres.
Las Vegas, Nevada * Somerset Pointe Apartments: a 452-unit apartment
complex located on approximately 26 acres.
* This property was sold during January 1997. See Note 14 of Notes to Financial
Statements for additional information.
Each of the properties is held subject to various forms of mortgage loans as
described in more detail in Note 5 of Notes to the Financial Statements.
The average occupancy and the effective average rent per unit for each of the
last five years for the three properties owned by the Registrant at December
31, 1996 are described below. Apartment units in these properties are rented
with leases of one year or less, with no tenant occupying greater than ten
percent of the property.
<PAGE>
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
Briarwood Place
Occupancy rate 93% 96% 97% 98% 97%
Effective rent $584 $574 $530 $470 $439
Courtyards of Kendall
Occupancy rate 98% 96% 97% 93% 98%
Effective rent $709 $706 $689 $651 $596
Somerset Pointe
Occupancy rate 90% 97% 96% 97% 94%
Effective rent $614 $605 $608 $555 $530
Real estate taxes incurred for 1996 for the above properties totaled $445,144.
The federal tax basis of the Registrant's properties totaled $32,141,590 as of
December 31, 1996. For Federal income tax purposes, the acquisition costs of
the properties are depreciated over useful lives ranging from 15 to 18 years
using the ACRS method. Other minor assets are depreciated over their
applicable recovery periods.
In the opinion of the General Partner, the Registrant has provided for adequate
insurance coverage for its real estate investment properties.
See Notes to Financial Statements for other information regarding real property
investments.
Item 3. Legal Proceedings
- -------------------------
Proposed class action
- ---------------------
On February 29, 1996, a proposed class action complaint was filed, Raymond
Masri vs. Lehman Brothers, Inc., et al., Case No. 96/103727 (Supreme Court of
the State of New York, County of New York). The Registrant, additional limited
partnerships which were sponsored by The Balcor Company, three limited
partnerships sponsored by the predecessor of Lehman Brothers, Inc. (together
with the Registrant and the affiliated partnerships, the "Defendant
Partnerships"), Lehman Brothers, Inc. and Smith Barney Holdings, Inc. are
defendants. The complaint alleges, among other things, common law fraud and
deceit, negligent misrepresentation and breach of fiduciary duty relating to
the disclosure of information in the offering of limited partnership interests
in the Defendant Partnerships. The complaint seeks judgment for compensatory
damages equal to the amount invested in the Defendant Partnerships by the
proposed class plus interest accrued thereon; general damages for injuries
<PAGE>
arising from the defendants' alleged actions; recovery from the defendants of
all profits received by them as a result of their alleged actions relating to
the Defendant Partnerships; exemplary damages; attorneys' fees and other costs.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. The Registrant believes it has meritorious defenses
to contest the claims. It is not determinable at this time whether or not an
unfavorable decision in this action would have a material adverse impact on the
Registrant.
Proposed class action
- ---------------------
On August 30, 1996, a proposed class action complaint was filed, Lenore Klein
vs. Lehman Brothers, Inc., et al., Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96). The Registrant, additional limited
partnerships which were sponsored by The Balcor Company (together with the
Partnership, the "Affiliated Partnerships"), American Express Company, Lehman
Brothers, Inc., additional limited partnerships sponsored by the predecessor of
Lehman Brothers, Inc. (together with the Registrant and the Affiliated
Partnerships, the "Defendant Partnerships") and Smith Barney Holdings, Inc. are
the named defendants in the action. The complaint was amended on October 18,
1996 to add additional plaintiffs. The amended complaint alleges, among other
things, common law fraud and deceit, negligent misrepresentation, breach of
contract, breach of fiduciary duty and violation of certain New Jersey statutes
relating to the disclosure of information in the offering of limited
partnership interests in the Defendant Partnerships. The amended complaint
seeks judgment for compensatory damages equal to the amount invested in the
Defendant Partnerships by the proposed class plus interest; general damages for
injuries arising from the defendants' alleged actions; equitable relief,
including rescission, on certain counts; punitive damages; treble damages on
certain counts; recovery from the defendants of all profits received by them as
a result of their alleged actions relating to the Defendant Partnerships;
attorneys' fees and other costs.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. The Registrant believes it has meritorious defenses
to contest the claims. It is not determinable at this time whether or not an
unfavorable decision in this action would have a material adverse impact on the
Registrant.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
No matters were submitted to a vote of the Limited Partners of the Registrant
during 1996.
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
- ------------------------------------------------------------------------
Matters
- -------
There has not been an established public market for Limited Partnership
Interests and it is not anticipated that one will develop. For information
regarding previous distributions, see "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of operations - Liquidity and
Capital Resources."
As of December 31, 1996, the number of record holders of Limited Partnership
Interests of the Registrant was 11,465.
Item 6. Selected Financial Data
- -------------------------------
Year ended December 31,
------------------------------------------------------------
1996 1995 1994 1993 1992
----------- ----------- ----------- ------------ -----------
Total income $19,030,209 $28,134,122 $30,392,509 $30,159,179 $30,525,777
Loss before gains
on sale of assets
and extraordinary
items (415,736) (1,166,028) (2,814,657) (3,588,955) (5,092,181)
Net income (loss) 52,406,576 3,004,923 5,572,852 2,809,966 (5,092,181)
Net income (loss)
per Limited
Partnership
Interest 370.59 21.25 39.41 19.87 (36.01)
Total assets 29,290,928 84,442,075 98,385,353 117,468,061 128,763,485
Mortgage notes
payable 26,039,303 103,293,307 114,779,433 136,404,898 149,910,843
Distributions per
Limited
Partnership
Interest (A) 160.00 None None None None
(A) This amount includes distributions of original capital of $156.00 per
Limited Partnership Interest.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and
- -----------------------------------------------------------------------
Results of Operations
- ---------------------
Operations
- ----------
Summary of Operations
- ---------------------
During 1996, Balcor Realty Investors - 84 (the "Partnership") sold ten
properties. 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 1994, the Partnership sold
two properties and repaid the related loans at a discount. The Partnership also
sold two properties in 1995. As a result of these transactions and the timing
of their related gains, the Partnership generated decreased net income during
1995 as compared to 1994.
Operations
- ----------
1996 Compared to 1995
- ---------------------
Due to the sales of the Pinebrook and Drayton Quarter apartment complexes in
1995 and the Antlers, Canyon Sands, Chesapeake, Chestnut Ridge - Phase II,
Chimney Ridge, Creekwood - Phase I, Quail Lakes, Ridgetree - Phase I, Sunnyoak
Village and Woodland Hills apartment complexes in 1996, rental and service
income decreased approximately $9,187,000 during 1996 as compared to 1995.
Higher rental rates at the three remaining properties during 1996 partially
offset the decrease in rental and service income due to the sales by
approximately $157,000.
Proceeds received during 1996 in connection with the property sales were
invested in short-term interest bearing investments prior to being distributed
to the Limited Partners. As a result, interest income on short-term investments
increased during 1996 as compared to 1995.
Due to the ten property sales and the repayment of the related mortgage notes
payable during 1996 and the two property sales during 1995, interest expense on
mortgage notes payable decreased during 1996 as compared to 1995.
Due to decreases in the short-term loan balance during 1995 and its repayment
in March 1996 from property sale proceeds, interest expense on short-term loans
from an affiliate decreased during 1996 as compared to 1995.
<PAGE>
As a result of the ten property sales during 1996 and the two sales during
1995, depreciation expense decreased during 1996 as compared to 1995.
As a result of the ten property sales during 1996 and the two sales during
1995, amortization expense decreased during 1996 as compared to 1995.
Property operating expense decreased during 1996 compared to 1995 by
approximately $2,663,000 due to the ten sales during 1996 and the two sales
during 1995. This decrease was partially offset by approximately $221,000 by
increases in repair and maintenance expenditures, which included structural
repairs, landscaping and replacement of floor coverings, at the Briarwood Place
and Courtyards of Kendall apartment complexes.
Due to the ten property sales during 1996 and the two sales during 1995, real
estate taxes decreased during 1996 as compared to 1995.
As a result of the lower rental and service income due to the property sales,
property management fees decreased during 1996 as compared to 1995.
The Partnership incurred higher legal and consulting fees in connection with a
response to a tender offer during 1995. As a result, administrative expense
decreased during 1996 as compared to 1995.
Due to the ten property sales in 1996 and the two property sales in 1995, the
Partnership recognized gains on sales of $52,611,265 and $4,080,592 in 1996 and
1995, respectively.
The Pinebrook apartment complex was owned by a joint venture consisting of the
Partnership and an affiliate. As a result of the property's sale in 1995,
affiliate's participation in income from joint venture ceased during 1996.
As a result of the sale of the Chestnut Ridge - Phase II Apartments, the
Partnership recognized an extraordinary gain on forgiveness of debt of
$1,714,747 during 1996. During 1995, the Partnership recognized an
extraordinary gain on forgiveness of debt of $90,359 in connection with the
settlement reached with the seller of certain of the Partnership's properties.
Due to the 1996 property sales, remaining unamortized deferred financing fees
in the amount of $818,320 were written off. In addition, in connection with the
sales of the Chestnut Ridge - Phase II, Creekwood - Phase I, Quail Lakes and
Woodland Hills apartment complexes, the Partnership paid $685,380 of loan
prepayment penalties. These amounts were recognized as an extraordinary item
and classified as debt extinguishment expense during 1996.
<PAGE>
1995 Compared to 1994
- ---------------------
Due to the sales of the Ridgepoint Hill and Ridgepoint View apartment complexes
in August 1994 and the sales of the Pinebrook and Drayton Quarter apartment
complexes in February and July of 1995, respectively, rental and service income
decreased approximately $3,705,000 in 1995 as compared to 1994. This decrease
was partially offset by increased rental and service income of approximately
$1,432,000 at all thirteen of the Partnership's remaining properties.
Due to higher average cash balances and higher average interest rates on
short-term interest bearing instruments, interest income on short-term
investments increased during 1995 as compared to 1994.
As a result of the two property sales in 1995 and the two sales during 1994,
interest expense on mortgage notes payable decreased in 1995 as compared to
1994.
Due to decreases in the short term loan balance, interest expense on short-term
loans from an affiliate decreased during 1995 as compared to 1994. This
decrease was partially offset by increases in interest rates during 1995.
As a result of the two property sales in 1995 and the two sales during 1994,
depreciation expense decreased during 1995 as compared to 1994.
The March 1994 refinancing of the Chestnut Ridge Phase II mortgage loan and the
August 1994 sale of the Ridgepoint Hill and Ridgepoint View apartment complexes
resulted in the full amortization during 1994 of deferred expenses related to
the prior loans. This resulted in a decrease in amortization expense during
1995 as compared to 1994.
Property operating expenses decreased by approximately $1,769,000 in 1995 as
compared to 1994 due to the sales discussed above. This decrease was partially
offset by higher property operating and repair and maintenance expenditures,
which included replacement of floor coverings and utility expense of
approximately $166,000 at Courtyards of Kendall Apartments.
Real estate tax expense decreased during 1995 when compared to 1994 due
primarily to the property sales in 1995 and 1994.
In August 1994, the Partnership sold the Ridgepoint Hill and Ridgepoint View
apartment complexes and sold the Pinebrook and Drayton Quarter apartment
complexes in February and July 1995, respectively. As a result, the Partnership
recognized gains of $4,080,592 and $5,596,294 on the sales of the properties
during 1995 and 1994, respectively,
<PAGE>
The gain recognized in connection with the sale of the Pinebrook Apartments
resulted in affiliate's participation in income from joint venture during 1995
as compared to a loss during 1994.
During 1995, the Partnership recognized an extraordinary gain on forgiveness of
debt of $90,359 in connection with the settlement reached with the seller of
certain of the Partnership's properties in 1995. Using the proceeds from the
August 1994 Ridgepoint Hill and Ridgepoint View apartment complex sales, the
Partnership repaid the first and second mortgage loans and third unsecured
mortgage loan from an affiliate of the General partner at a discount and
recognized an extraordinary gain on forgiveness of debt of $2,791,215.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership as of December 31, 1996, increased by
approximately $10,760,000 when compared to December 31, 1995 primarily due to
net proceeds received from the fourth quarter 1996 property sales. In January
1997, the Partnership made a special distribution of $9,380,000 to Limited
Partners consisting primarily of proceeds received in connection with these
sales. The Partnership received cash totaling approximately $1,838,000 from its
operating activities which consisted primarily of cash flow generated from
property operations which was partially offset by the payment of administrative
expenses and prepayment penalties. The Partnership also received cash of
approximately $87,040,000 from its investing activities relating to the
property sales. The Partnership used cash to fund its financing activities
which consisted primarily of the payment of distributions totaling $22,400,000
to Limited Partners; the repayment of the $6,623,202 loan from the General
Partner; the repayment of mortgage notes payable of approximately $48,442,000,
and principal payments on mortgage notes payable of approximately $988,000.
During March 1996, the Partnership repaid the General Partner loan which had a
balance of $6,623,202 at December 31, 1995, primarily with the proceeds from
the sale of the Chimney Ridge Apartments.
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 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, two of the three properties owned by the Partnership
generated positive cash flow and one generated a marginal cash flow deficit.
During the same period in 1995, all three properties generated positive cash
flow. The Courtyards of Kendall Apartments, which had generated positive cash
flow during 1995, generated a marginal cash flow deficit during 1996 as a
result of slightly higher property operating expenses. As of December 31, 1996,
<PAGE>
the occupancy rates of the Briarwood Place, Courtyards of Kendall and Somerset
Pointe apartment complexes were 99%, 100% and 88%, respectively.
The Antlers, Canyon Sands, Chesapeake, Chimney Ridge, Creekwood - Phase I,
Quail Lakes, Sunnyoak Village and Woodland Hills apartment complexes, which
were sold in 1996, all generated positive cash flow during 1995 and prior to
their sales in 1996. The Ridgetree - Phase I apartments, which was sold in June
1996, generated a marginal deficit during 1995 and prior to its sale in 1996.
The Chestnut Ridge - Phase II Apartments, generated positive cash flow during
1995 and a marginal cash flow deficit prior to its sale in September 1996. The
Pinebrook and Drayton Quarter apartment complexes generated marginal cash flow
deficits prior to their sales in February and July 1995, respectively.
During 1996, the Partnership sold ten properties. In addition, the Partnership
sold the Somerset Pointe Apartments in January 1997. Currently, the Partnership
is actively marketing the remaining two properties in its portfolio. 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 such
contingency, the reserves will be paid within twelve months of the last
property being sold. In the event a contingency arises, reserves may be held by
the Partnership for a longer period of time.
In February 1996, the Partnership sold the Chimney Ridge Apartments in an all
cash sale for $13,650,000. The purchaser of the Chimney Ridge Apartments took
title subject to the existing first mortgage loan in the amount of $7,242,788.
From the proceeds of the sale, the Partnership paid $336,642 in selling costs.
The remainder of the proceeds were used to repay the remaining General Partner
loans. See Note 10 of Notes to Financial Statements for additional information.
In May 1996, the Partnership sold the Antlers Apartments in an all cash sale
for $15,000,000. The purchaser of the Antlers Apartments took title subject to
the existing first mortgage loan in the amount of $10,108,860. From the
proceeds of the sale, the Partnership paid $86,456 in selling costs. The
remainder of the proceeds were distributed in a special distribution to the
Limited Partners in July 1996. See Note 10 of Notes to Financial Statements for
additional information.
In June 1996, the Partnership sold the Canyon Sands Apartments in an all cash
sale for $14,650,000. The purchaser of the Canyon Sands Apartments took title
subject to the existing first mortgage loan in the amount of $8,957,106. From
the proceeds of the sale, the Partnership paid $124,875 in selling costs.
Pursuant to the terms of the sale, $500,000 of the proceeds were retained by
the Partnership until October 1996. The remainder of the proceeds were
distributed in a special distribution to the Limited Partners in July 1996. The
<PAGE>
full amount of the holdback was released in October 1996. See Notes 5 and 10 of
Notes to Financial Statements for additional information.
In June 1996, the Partnership sold the Ridgetree - Phase I Apartments in an all
cash sale for $11,100,000. From the proceeds of the sale, the Partnership paid
$9,484,192 to the third party mortgage holder in full satisfaction of the first
and second mortgage loans, and paid $126,000 in selling costs. Pursuant to the
terms of the sale, $500,000 of the proceeds were retained by the Partnership
until October 1996. The remainder of the proceeds were distributed in a special
distribution to the Limited Partners in July 1996. The full amount of the
holdback was released in October 1996. See Note 10 of Notes to Financial
Statements for additional information.
In July 1996, the Partnership sold the Sunnyoak Village Apartments in an all
cash sale for $22,200,000. From the proceeds of the sale, the Partnership paid
$13,598,689 to the third party mortgage holder in full satisfaction of the
first mortgage loan, and paid $181,500 in selling costs. Pursuant to the terms
of the sale, $500,000 of the proceeds were retained by the Partnership until
October 1996. The remainder of the proceeds were distributed in a special
distribution to the Limited Partners in October 1996. The full amount of the
holdback was released in October 1996. See Note 10 of Notes to Financial
Statements for additional information.
In September 1996, the Partnership sold the Creekwood - Phase I Apartments in
an all cash sale for $8,389,800. From the proceeds of the sale, the Partnership
paid $5,604,985 to the third party mortgage holder in full satisfaction of the
first mortgage loan, $203,068 in selling costs and $168,150 of prepayment
penalties. The remainder of the proceeds were distributed in a special
distribution to the Limited Partners in October 1996. See Notes 5 and 10 of
Notes to Financial Statements for additional information.
In September 1996, the Partnership sold the Chestnut Ridge - Phase II
Apartments in an all cash sale for $4,696,600. From the proceeds of the sale,
the Partnership paid $3,073,783 to the third party mortgage holder in full
satisfaction of the first mortgage loan, $171,284 in selling costs and $153,689
of prepayment penalties. The Partnership received net proceeds of $1,297,844
from the sale. However, the terms of the 1994 refinancing of this property
provided that minimum net proceeds of $1,441,300 were to be received from the
sale of this property. As a result, $143,456 was contributed to the Partnership
through an increase to the balance of the junior loan outstanding from The
Balcor Company ("TBC"). The entire balance of this junior loan was then
forgiven by TBC. Pursuant to the terms of the sale, $250,000 of the proceeds
were retained by the Partnership until December 1996, at which time the full
amount of the holdback was released. The remainder of the proceeds were
distributed in a special distribution to the Limited Partners in January 1997.
See Note 10 of Notes to Financial Statements for additional information.
<PAGE>
In November 1996, the Partnership sold the Quail Lakes Apartments in an all
cash sale for $10,500,000. From the proceeds of the sale, the Partnership paid
$6,696,933 in full satisfaction of the first and second mortgage loans,
$350,201 in selling costs and $267,330 of prepayment penalties. The remainder
of the proceeds were distributed in a special distribution to the Limited
Partners in January 1997. See Notes 5 and 10 of Notes to Financial Statements
for additional information.
In November 1996, the Partnership sold the Woodland Hills Apartments in an all
cash sale for $7,300,000. From the proceeds of the sale, the Partnership paid
$4,910,568 to the third party mortgage holder in full satisfaction of the first
mortgage loan, $258,500 in selling costs, and $96,211 of prepayment penalties.
The Partnership received net proceeds of $2,034,721 from the sale. Pursuant to
the terms of the 1993 refinancing of this property, minimum net proceeds of
$1,800,000 were to be received from the sale of this property. In addition, the
terms of the sale required that $250,000 of the proceeds were retained by the
Partnership until February 1997. The full amount of the holdback was released
in February 1997, at which time the Partnership paid $234,721 in full
satisfaction of the second mortgage loan payable to TBC, an affiliate of the
General Partner. This represents a discount of $102,151 which will be
recognized as debt forgiveness income in 1997. The remainder of the proceeds
were distributed in a special distribution to the Limited Partners in January
1997. See Notes 5 and 10 of Notes to Financial Statements for additional
information.
In December 1996, the Partnership sold the Chesapeake Apartments in an all cash
sale for $7,950,000. From the proceeds of the sale, the Partnership paid
$5,072,714 to the third party mortgage holder in full satisfaction of the first
mortgage loan, and paid $249,579 of selling costs. Pursuant to the terms of the
sale, $200,000 of the proceeds will be retained by the Partnership until June
1997. The remainder of the proceeds were distributed in a special distribution
to the Limited Partners in January 1997. See Notes 5 and 10 of Notes to
Financial Statements for additional information.
In January 1997, the Partnership sold the Somerset Pointe Apartments in an all
cash sale for $18,833,333. From the proceeds of the sale, the Partnership paid
$10,736,529 to the third party mortgage holder in full satisfaction of the
first mortgage loan and $367,173 in selling costs. Pursuant to the terms of the
sale, $321,937 of the proceeds will be retained by the Partnership until April
1997. The remainder of the available proceeds will be distributed to Limited
Partners in 1997.
The Partnership's two remaining properties are owned through the use of
third-party mortgage loan financing and, therefore, the Partnership is subject
to the financial obligations required by such loans. The loan collateralized by
the Courtyards of Kendall Apartments matures in June 1997. The Partnership is
currently marketing the property for sale. The Partnership expects that the
property will be sold prior to June 1997.
<PAGE>
In January 1997, the Partnership paid $9,380,000 ($67.00 per Interest) to the
holders of Limited Partnership Interests representing a special distribution
consisting primarily of proceeds received in connection with the sales of the
Chesapeake, Chestnut Ridge Phase II, Quail Lakes and Woodland Hills apartment
complexes. The Partnership commenced distributions to Limited Partners in July
1996. Including the January 1997 distribution, Limited Partners have received
cash distributions totaling $227.00 per $1,000 Interest. Of this amount, $4.00
represents Cash Flow from operations and $223.00 represents a return of
Original Capital. Future distributions will be made from proceeds received from
the sales of the remaining properties, as to which there can be no assurances.
In light of the results to date, investors will not recover a substantial
portion 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 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.
<PAGE>
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
See Index to Financial Statements and Financial Statement Schedule in this
Form 10-K.
The supplemental financial information specified by Item 302 of Regulation S-K
is not applicable.
The net effect of the differences between the financial statements and the tax
returns is summarized as follows:
December 31, 1996 December 31, 1995
------------------------- -------------------------
Financial Tax Financial Tax
Statements Returns Statements Returns
---------- --------- ---------- ---------
Total assets $29,290,928 $19,222,624 $84,442,075 $55,195,888
Partners' capital
(deficit) accounts:
General Partner (991,280) (1,666,700) (1,515,346) (11,049,547)
Limited Partners 3,454,964 10,513,854 (26,027,546) (45,083,915)
Net income:
General Partner 524,066 9,382,847 30,049 181,334
Limited Partners 51,882,510 77,997,769 2,974,874 4,245,205
Per Limited Part-
nership Interest 370.59 557.13 21.25 30.32
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
- --------------------
There have been no changes in or disagreements with accountants on any matter
of accounting principles, practices or financial statement disclosure.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
(a) Neither the Registrant nor Balcor Partners-XV, its General Partner, has a
Board of Directors.
(b, c & e) The names, ages and business experience of the executive officers
and significant employees of the General Partner of the Registrant are as
follows:
TITLE OFFICERS
----- --------
Chairman, President and Chief Thomas E. Meador
Executive Officer
Senior Vice President Alexander J. Darragh
Senior Vice President James E. Mendelson
Senior Vice President John K. Powell, Jr.
Managing Director, Chief Jayne A. Kosik
Financial Officer, Treasurer
and Assistant Secretary
Thomas E. Meador (age 49) joined Balcor in July 1979. He is Chairman,
President and Chief Executive Officer and has responsibility for all ongoing
day-to-day activities at Balcor. He is a Director of The Balcor Company. He
is also Senior Vice President of American Express Company and is responsible
for its real estate operations worldwide. Prior to joining Balcor, Mr.
Meador was employed at the Harris Trust and Savings Bank in the commercial
real estate division where he was involved in various lending activities. Mr.
Meador received his M.B.A. degree from the Indiana University Graduate School
of Business.
Alexander J. Darragh (age 42) joined Balcor in September 1988 and is
responsible for due diligence analysis and real estate advisory services for
Balcor and American Express Company. He also has supervisory responsibility
for Balcor's environmental matters. Mr. Darragh received masters' degrees in
Urban Geography from Queen's University and in Urban Planning from
Northwestern University.
<PAGE>
James E. Mendelson (age 34) joined Balcor in July 1984 and is responsible for
Balcor's property sales activities. He also has supervisory responsibility
for Balcor's accounting, financial, treasury, investor services and
investment administration functions. From 1989 to 1995, Mr. Mendelson was
Vice President - Transaction Management and Vice President - Senior
Transaction Manager and had responsibility for various asset management
matters relating to real estate investments made by Balcor, including
negotiations for the restructuring of mortgage loan investments. Mr.
Mendelson received his M.B.A. degree from the University of Chicago.
John K. Powell, Jr. (age 46) joined Balcor in September 1985 and is
responsible for portfolio and asset management matters relating to Balcor's
partnerships. Mr. Powell also has supervisory responsibility for Balcor's
risk management function. He received a Master of Planning degree from the
University of Virginia. Mr. Powell has been designated a Certified Real
Estate Financier by the National Society for Real Estate Finance and is a
full member of the Urban Land Institute.
Jayne A. Kosik (age 39) joined Balcor in August 1982 and, as Chief Financial
Officer, is responsible for Balcor's financial, human resources and treasury
functions. From June 1989 until October 1996, Ms. Kosik had supervisory
responsibility for accounting functions relating to Balcor's public and
private partnerships. She is also Treasurer and a Managing Director of The
Balcor Company. Ms. Kosik is a Certified Public Accountant.
(d) There is no family relationship between any of the foregoing officers.
(f) None of the foregoing officers or employees are currently involved in any
material legal proceedings nor were any such proceedings terminated during the
fourth quarter of 1996.
Item 11. Executive Compensation
- -------------------------------
The Registrant paid $3,242 in 1996 with respect to one of the executive
officers and directors of Balcor Partners-XV, the General Partner. Certain of
the remaining officers receive compensation from The Balcor Company (but not
from the Registrant) for services performed for various affiliated entities,
which may include services performed for the Registrant. The Registrant has not
paid and does not propose to pay any remuneration to the remaining executive
officers and directors of the General Partner. However, the General Partner
believes that any such compensation attributable to services performed for the
Registrant is immaterial to the Registrant. See Note 9 of Notes to Financial
Statements for the information relating to transactions with affiliates.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(a) The following entities are the sole Limited Partners which own beneficially
more than 5% of the outstanding Limited Partnership Interests of the
Registrant:
Name and Amount and
Address of Nature of Percent
Beneficial Beneficial of
Title of Class Owner Ownership Class
- --------------------------------------------------------------
Limited WIG 84 10,858.73 7.68%
Partnership Partners Limited
Interests Chicago, Partnership
Illinois Interests
Limited Metropolitan 8,043.61 5.69%
Partnership Acquisition Limited
Interests VII, Partnership
Greenville, Interests
South Carolina
For purposes of this Item 12, WIG 84 Partners is an affiliate of Metropolitan
Acquisition VII and, collectively, they own 13.37% of the Interests.
(b) Balcor Partners-XV and its officers and partners own as a group the
following Limited Partnership Interests of the Registrant:
Amount
Beneficially
Title of Class Owned Percent of Class
-------------- ------------- ----------------
Limited Partnership
Interests 116 Interests Less than 1%
Relatives and affiliates of the partners and officers of the General Partner
own 83 additional Interests.
(c) The Registrant is not aware of any arrangements, the operation of which may
result in a change of control of the Registrant.
<PAGE>
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
(a & b) See Note 4 of Notes to Financial Statements for information relating to
the Partnership Agreement and the allocation of distributions and profits and
losses.
See Note 9 of Notes to Financial Statements for information relating to
transactions with affiliates.
(c) No management person is indebted to the Registrant.
(d) The Registrant has no outstanding agreements with any promoters.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- -------------------------------------------------------------------------
(a)
(1 & 2) See Index to Financial Statements and Financial Statement Schedule in
this Form 10-K.
(3) Exhibits:
(3) The Amended and Restated Agreement of Limited Partnership and Amended and
Restated Certificate of Limited Partnership, previously filed as Exhibits 3 and
4.1 to Amendment No. 1 to the Registrant's Registration Statement on Form S-11
dated December 16, 1983 (Registration No. 2-86317) are incorporated herein by
reference.
(4) 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 are incorporated herein by reference.
(10)(a)(i) Agreement of Sale and attachments thereto relating to the sale of
the Canyon Sands Village Apartments, Phoenix, Arizona previously filed as
Exhibit (2)(b) to the Registrant's Current Report on Form 8-K dated April 23,
1996 are incorporated herein by reference.
(ii) Master Amendment and Agreement dated May 22, 1996 relating to the sale of
the Canyon Sands Apartments, Phoenix, Arizona and Ridgetree Apartments, Phase
I, Dallas, Texas previously filed as Exhibit (2)(a)(i) to the Registrant's
Current Report on Form 8-K dated May 31, 1996 is incorporated herein by
reference.
(iii) Master Amendment and Agreement #2 dated May 22, 1996 relating to the sale
of the Canyon Sands Apartments, Phoenix, Arizona and Ridgetree Apartments,
Phase I, Dallas, Texas previously filed as Exhibit (2)(a)(ii) to the
Registrant's Current Report on Form 8-K dated May 31, 1996 is incorporated
herein by reference.
(b)(i) Agreement of Sale and attachments thereto relating to the sale of
Ridgetree Apartments, Phase I, Dallas, Texas previously filed as Exhibit (2)(c)
to the Registrant's Current Report on Form 8-K dated April 23, 1996 are
incorporated herein by reference.
(c) Agreement of Sale and attachments thereto relating to the sale of the
Sunnyoak Village Apartments, Overland Park, Kansas previously filed as Exhibit
(2)(d) to the Registrant's Current Report on Form 8-K dated April 23, 1996 are
incorporated herein by reference.
<PAGE>
(d)(i) Agreement of Sale relating to the sale of Antlers Apartments,
Jacksonville, Florida previously filed as Exhibit (2) to the Registrant's
Current Report on Form 8-K dated April 2, 1996 is incorporated herein by
reference.
(ii) Letter Agreements dated March 29, 1996, May 2, 1996 and May 3, 1996,
respectively, amending the Agreement of Sale relating to Antlers Apartments,
Jacksonville, Florida previously filed as Exhibit 10(vi) to the Registrant's
Report on Form 10-Q for the quarter ended March 31, 1996 are incorporated
herein by reference.
(e)(i) Agreement of Sale and attachments thereto relating to the sale of the
Woodland Hills Apartments, Irving, Texas, previously filed as Exhibit (2)(i) to
the Registrant's Current Report on Form 8-K dated August 27, 1996, are
incorporated herein by reference.
(ii) Letter dated September 9, 1996, relating to the sale of the Woodland Hills
Apartments, Irving, Texas, previously filed as Exhibit (2)(ii) to the
Registrant's Current Report on Form 8-K dated August 27, 1996, is incorporated
herein by reference.
(iii) Letter agreement dated September 12, 1996 relating to the sale of the
Woodland Hills Apartments, Irving, Texas, previously filed as Exhibit 99(c) to
the Registrant's Current Report on Form 8-K dated August 30, 1996, is
incorporated herein by reference.
(f) (i) Agreement of Sale and attachments thereto, dated September 25, 1996,
relating to the sale of the Somerset Pointe Apartments, Las Vegas, Nevada,
previously filed as Exhibit (2) to the Registrant's Current Report on Form 8-K
dated September 24, 1996, are incorporated herein by reference.
(ii) Agreement of Sale and attachments thereto, dated November 9, 1996,
relating to the sale of the Somerset Pointe Apartments, Las Vegas, Nevada,
previously filed as exhibit (10)(f)(ii) to the Registrant's Report on Form 10-Q
for the quarter ended September 30, 1996 are incorporated herein by reference.
(g)(i) Agreement of Sale and attachments thereto relating to the sale of the
Chesapeake Apartments, Harris County, Texas, previously filed as Exhibit
(2)(a)(i) to the Registrant's Current Report on Form 8-K dated October 18,
1996, are incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the
Chesapeake Apartments, Harris County, Texas, previously filed as Exhibit
(2)(a)(ii) to the Registrant's Current Report on Form 8-K dated October 18,
1996, is incorporated herein by reference.
<PAGE>
(h) Agreement of Sale and attachments thereto relating to the sale of the Quail
Lakes Apartments, Oklahoma City, Oklahoma, previously filed as Exhibit (2)(b)
to the Registrant's Current Report on Form 8-K dated October 18, 1996, are
incorporated herein by reference.
(i)(i) Agreement of Sale and attachments thereto relating to the sale of the
Courtyards of Kendall Apartments, Dade, County, Florida, previously filed as
exhibit (2)(i) to the Registrant's Current Report on Form 8-K dated January 30,
1997 is incorporated herein by reference.
(ii) First Amendment to the Agreement of Sale and Escrow Agreement relating to
the sale of the Courtyards of Kendall Apartments, Dade County, Florida,
previously filed as exhibit (2)(ii) to the Registrant's Current Report on Form
8-K dated January 30, 1997 is incorporated herein by reference.
(iii) Notice of Disapproval dated February 27, 1997, relating to the sale of
the Courtyards of Kendall Apartments, Dade County, Florida, is attached hereto.
(27) Financial Data Schedule of the Registrant for 1996 is attached hereto.
(b) Reports on Form 8-K
(i) A Current Report on Form 8-K dated October 18, 1996 was filed reporting
each of the contracts to sell Chesapeake, Quail Lakes and Courtyards of Kendall
apartment complexes in Harris County, Texas; Oklahoma City, Oklahoma; and Dade
County, Florida, respectively and the letter agreement and closing of the sale
of Chestnut Ridge Apartments, Phase II, in Fort Worth, Texas.
(iii) A Current Report on Form 8-K dated November 13, 1996 was filed reporting
a change in the use of proceeds from the sale of the Chesapeake Apartments in
Harris County, Texas to repay the outstanding third party mortgage loan, the
termination of the contract signed October 24, 1996 to sell the Courtyards of
Kendall Apartments in Dade County, Florida, the agreement to extend the sale of
the Somerset Pointe Apartments in Las Vegas, Nevada and the agreement to reduce
the sales price of the Woodland Hills Apartments in Irving, Texas.
(c) See Item 14(a)(3) above.
(d) Financial Statement Schedules: See Index to Financial Statements and
Financial Statement Schedule in this Form 10-K.
<PAGE>
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-84
By: /s/Jayne A. Kosik
----------------------
Jayne A. Kosik
Managing Director and Chief
Financial Officer (Principal
Accounting Officer)
of Balcor Partners-XV,
the General Partner
Date: March 27, 1997
------------------
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
- ---------------------- ------------------------------- ------------
President, Chief Executive
Officer (Principal Executive
Officer) of Balcor Partners-XV,
/s/Thomas E. Meador the General Partner March 27, 1997
- ---------------------- --------------
Thomas E. Meador
Managing Director and Chief
Financial Officer (Principal
Accounting Officer)
of Balcor Partners-XV,
/s/Jayne A. Kosik the General Partner March 27, 1997
- ---------------------- --------------
Jayne A. Kosik
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Report of Independent Accountants
Financial Statements:
Balance Sheets, December 31, 1996 and 1995
Statements of Partners' Capital (Deficit), for the years ended December 31,
1996, 1995 and 1994
Statements of Income and Expenses, for the years ended December 31, 1996, 1995
and 1994
Statements of Cash Flows, for the years ended December 31, 1996, 1995 and 1994
Notes to Financial Statements
Financial Statement Schedule:
III - Real Estate and Accumulated Depreciation, as of December 31, 1996.
Financial Statement Schedules, other than that listed, are omitted for the
reason that they are inapplicable or equivalent information has been included
elsewhere herein.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Balcor Realty Investors-84:
We have audited the financial statements and the financial statement schedule
of Balcor Realty Investors-84 (An Illinois Limited Partnership) as listed in
the index of this Form 10-K. These financial statements and the financial
statement schedule are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements and the
financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Balcor Realty Investors-84 at
December 31, 1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996, in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information required to be included therein.
As described in Note 2 to the financial statements, the partnership agreement
provides for the dissolution of the Partnership upon the disposition of all its
real estate interests. The Partnership is presently marketing for sale its
remaining real estate assets. Upon disposition of its remaining real estate
assets and resolution of the litigation described in Note 12 to the financial
statements, the Partnership intends to cease operations and dissolve.
/s/Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 26, 1997
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1996 and 1995
ASSETS
1996 1995
--------------- --------------
Cash and cash equivalents $ 11,154,753 $ 394,701
Escrow deposits 68,590 1,928,712
Accounts and accrued interest receivable 1,118,147 663,602
Prepaid expenses 74,940 316,982
Deferred expenses, net of accumulated
amortization of $562,860 in 1996
and $1,167,664 in 1995 88,171 1,070,357
--------------- --------------
12,504,601 4,374,354
--------------- --------------
Investment in real estate:
Land 3,990,086 17,612,218
Buildings and improvements 28,635,248 118,352,136
--------------- --------------
32,625,334 135,964,354
Less accumulated depreciation 15,839,007 55,896,633
--------------- --------------
Investment in real estate, net of
accumulated depreciation 16,786,327 80,067,721
--------------- --------------
$ 29,290,928 $ 84,442,075
=============== ==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Loans payable - affiliate $ 6,623,202
Accounts payable $ 341,315 255,150
Due to affiliates 187,913 122,609
Accrued liabilities, principally
real estate taxes 42,465 1,133,571
Security deposits 216,248 557,128
Mortgage notes payable 25,702,431 101,440,696
Mortgage notes payable - affiliate 336,872 1,852,611
--------------- --------------
Total liabilities 26,827,244 111,984,967
--------------- --------------
Commitments and contingencies
Limited Partners' capital (deficit)
(140,000 Interests issued
and outstanding) 3,454,964 (26,027,546)
General Partner's deficit (991,280) (1,515,346)
--------------- --------------
Total partners' capital (deficit) 2,463,684 (27,542,892)
--------------- --------------
$ 29,290,928 $ 84,442,075
=============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
for the years ended December 31, 1996, 1995 and 1994
Partners' Capital (Deficit) Accounts
-------------- -------------- --------------
General Limited
Total Partner Partners (A)
-------------- -------------- --------------
Balance at
December 31, 1993 $ (36,120,667) $ (1,601,123) $ (34,519,544)
Net income for the year
ended December 31, 1994 5,572,852 55,728 5,517,124
-------------- -------------- --------------
Balance at
December 31, 1994 (30,547,815) (1,545,395) (29,002,420)
Net income for the year
ended December 31, 1995 3,004,923 30,049 2,974,874
-------------- -------------- --------------
Balance at
December 31, 1995 (27,542,892) (1,515,346) (26,027,546)
Cash distributions to
Limited Partners (B) (22,400,000) (22,400,000)
Net income for the year
ended December 31, 1996 52,406,576 524,066 51,882,510
-------------- -------------- --------------
Balance at
December 31, 1996 $ 2,463,684 $ (991,280) $ 3,454,964
============== ============== ==============
(A) Includes a $110,000 investment by the General Partner, which is
treated on the same basis as the other Limited Partnership Interests
(B) Summary of cash distributions paid per Limited Partnership Interest:
1996 1995 1994
------------- ------------- -------------
First Quarter None None None
Second Quarter None None None
Third Quarter $ 80.00 None None
Fourth Quarter 80.00 None None
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the years ended December 31, 1996, 1995 and 1994
1996 1995 1994
-------------- -------------- --------------
Income:
Rental and service $ 18,666,688 $ 28,010,225 $ 30,283,700
Interest on short-term
investments 363,521 123,897 108,809
-------------- -------------- --------------
Total income 19,030,209 28,134,122 30,392,509
-------------- -------------- --------------
Expenses:
Interest on mortgage
notes payable 5,544,510 8,828,989 10,764,902
Interest on short-term
loans from an affiliate 49,045 568,140 635,617
Depreciation 2,544,366 3,838,532 4,461,058
Amortization of deferred
expenses 163,862 282,754 455,911
Property operating 7,934,800 10,411,317 12,034,798
Real estate taxes 1,481,427 2,146,633 2,535,394
Property management fees 956,610 1,393,102 1,502,309
Administrative 771,325 1,075,097 1,049,594
-------------- -------------- --------------
Total expenses 19,445,945 28,544,564 33,439,583
-------------- -------------- --------------
Loss before gains on sales
of properties, affiliate's
participation in
joint venture and
extraordinary items (415,736) (410,442) (3,047,074)
Gains on sales of properties 52,611,265 4,080,592 5,596,294
Affiliate's participation in
(income) loss from joint
venture (755,586) 232,417
-------------- -------------- --------------
Income before
extraordinary items 52,195,529 2,914,564 2,781,637
-------------- -------------- --------------
Extraordinary items:
Gains on forgiveness
of debt 1,714,747 90,359 2,791,215
Debt extinguishment
expense (1,503,700)
-------------- -------------- --------------
Total extraordinary items 211,047 90,359 2,791,215
-------------- -------------- --------------
Net income $ 52,406,576 $ 3,004,923 $ 5,572,852
============== ============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the years ended December 31, 1996, 1995 and 1994
(Continued)
1996 1995 1994
-------------- -------------- --------------
Income before
extraordinary items
allocated to General
Partner $ 521,955 $ 29,145 $ 27,816
============== ============== ==============
Income before
extraordinary items
allocated to Limited
Partners $ 51,673,574 $ 2,885,419 $ 2,753,821
============== ============== ==============
Income before
extraordinary items per
Limited Partnership
Interest (140,000 issued
and outstanding) $ 369.10 $ 20.61 $ 19.67
============== ============== ==============
Extraordinary items
allocated to General
Partner $ 2,111 $ 904 $ 27,912
============== ============== ==============
Extraordinary items
allocated to Limited
Partners $ 208,936 $ 89,455 $ 2,763,303
============== ============== ==============
Extraordinary items per
Limited Partnership
Interest (140,000 issued
and outstanding) $ 1.49 $ 0.64 $ 19.74
============== ============== ==============
Net income allocated
to General Partner $ 524,066 $ 30,049 $ 55,728
============== ============== ==============
Net income allocated
to Limited Partners $ 51,882,510 $ 2,974,874 $ 5,517,124
============== ============== ==============
Net income per Limited
Partnership Interest
(140,000 issued and
outstanding) $ 370.59 $ 21.25 $ 39.41
============== ============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1996, 1995 and 1994
1996 1995 1994
Operating activities: -------------- -------------- --------------
Net income $ 52,406,576 $ 3,004,923 $ 5,572,852
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Extraordinary items:
Gains on forgiveness
of debt (1,714,747) (90,359) (2,791,215)
Debt extinguishment
expense 818,320
Gains on sales of
properties (52,611,265) (4,080,592) (5,596,294)
Affiliate's
participation in
income (loss) from
joint venture 755,586 (232,417)
Depreciation of
properties 2,544,366 3,838,532 4,461,058
Amortization of
deferred expenses 163,862 282,754 455,911
Deferred interest on
note receivable (131,475)
Net change in:
Escrow deposits 1,668,574 155,355 295,653
Accounts and accrued
interest receivable (454,545) 217,330 735,033
Prepaid expenses 242,042 (283,187) (33,795)
Accounts payable 124,432 (73,497) (711,561)
Due to affiliates 65,304 (75,213) (9,622)
Accrued liabilities (1,073,821) (68,143) (241,377)
Security deposits (340,880) (25,219) (17,488)
-------------- -------------- --------------
Net cash provided by
operating activities 1,838,218 3,558,270 1,755,263
-------------- -------------- --------------
Investing activities:
Proceeds from redemption
of restricted
investment 700,000
Proceeds from sales of
properties 89,127,646 12,390,000 18,659,285
Payment of selling costs (2,088,105) (610,180) (250,816)
-------------- -------------- --------------
Net cash provided by
investing activities 87,039,541 12,479,820 18,408,469
-------------- -------------- --------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1996, 1995 and 1994
(Continued)
1996 1995 1994
-------------- -------------- --------------
Financing activities:
Distributions to Limited
Partners $ (22,400,000)
Capital contribution by
joint venture partner -
affiliate $ 4,953
Distributions to joint
venture partner -
affiliate $ (445,589) (22,802)
Proceeds from issuance of
mortgage note payable -
affiliate 143,456 764,128
Repayment of loans payable
- affiliate (6,623,202) (5,530,000) (1,218,432)
Proceeds from issuance of
mortgage notes payable 8,828,700
Repayment of mortgage
notes payable (48,441,864) (9,833,903) (20,626,168)
Repayment of mortgage
notes payable-affiliate (5,668,638)
Principal payments on
mortgage notes payable (987,645) (1,447,264) (1,574,407)
Principal payments on
mortgage notes payable -
affiliate (114,600) (133,699)
Payment of deferred
expenses (198,136)
Payment of financing
escrows (113,250)
Release of financing
escrows 191,548 416,948 368,609
-------------- -------------- --------------
Net cash used in
financing activities (78,117,707) (16,954,408) (19,589,142)
-------------- -------------- --------------
Net change in cash and cash
equivalents 10,760,052 (916,318) 574,590
Cash and cash equivalents
at beginning of year 394,701 1,311,019 736,429
-------------- -------------- --------------
Cash and cash equivalents
at end of year $ 11,154,753 $ 394,701 $ 1,311,019
============== ============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Nature of Partnership's Business:
Balcor Realty Investors-84 (the "Partnership") is engaged principally in the
operation of residential real estate located in Chandler, Arizona and Dade
County, Florida.
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 1996, the Partnership sold the Antlers, Canyon Sands,
Chesapeake, Chestnut Ridge - Phase II, Chimney Ridge, Creekwood - Phase I,
Quail Lakes, Ridgetree - Phase I, Sunnyoak Village and Woodland Hills apartment
complexes. In addition, the Partnership sold the Somerset Pointe Apartments in
January 1997. Currently, the Partnership is actively marketing the remaining
two properties in its portfolio. 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 Note 12 of Notes to Financial Statements. In the absence of any such
contingency, the reserves will be paid within twelve months of the last
property being sold. In the event a contingency arises, reserves may be held by
the Partnership for a longer period of time.
3. Accounting Policies:
(a) The preparation of the financial statements in conformity with generally
accepted accounting principles requires the General Partner to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could vary from those estimates.
(b) Depreciation expense is computed using straight-line and accelerated
methods. Rates used in the determination of depreciation are based upon the
following estimated useful lives:
Buildings and improvements 20 to 30 years
Furniture and fixtures 5 to 7 years
Maintenance and repairs are charged to expense when incurred. Expenditures for
improvements are charged to the related asset account.
<PAGE>
Interest incurred while properties were under construction was capitalized.
As properties are sold, the related costs and accumulated depreciation are
removed from the respective accounts. Any gain or loss on disposition is
recognized in accordance with generally accepted accounting principles.
(c) Effective January 1, 1995 the Partnership adopted Statement of Financial
Accounting Standards, No. 121 (SFAS 121), ("Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of"). Under SFAS 121,
the Partnership records its investments in real estate at the lower of cost or
fair value, and periodically assesses, but not less than on an annual basis,
possible impairment to the value of its properties. The General Partner
estimates the fair value of its properties based on the current sales price
less estimated closing costs. In the event the General Partner determines an
impairment in value has occurred, and the carrying amount of the real estate
asset will not be recovered, a provision is recorded to reduce the carrying
basis of the property to its estimated fair value. The General Partner
considers the method referred to above to result in a reasonable measurement of
a property's fair value, unless other factors affecting the property's value
indicate otherwise.
(d) Deferred expenses consist of financing fees which are amortized over the
terms of the respective agreements. Upon sale, any remaining balance is
recognized as debt extinguishment expense and classified as an extraordinary
item.
(e) Revenue is recognized on an accrual basis in accordance with generally
accepted accounting principles.
(f) The Financial Accounting Standard Board's Statement No. 107, "Disclosures
About Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments for which it is practicable to estimate
that value. Since quoted market prices are not available for the Partnership's
financial instruments, fair values have been based on estimates using present
value techniques. These techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, may not
be realized in immediate settlement of the instrument. Statement No. 107 does
not apply to all balance sheet items and excludes certain financial instruments
and all non-financial instruments such as real estate from its disclosure
requirements.
(g) Cash and cash equivalents include all unrestricted, highly liquid
investments with an original maturity of three months or less. Cash is invested
or held primarily in one financial institution.
<PAGE>
(h) The Partnership is not liable for Federal income taxes and each partner
recognizes his proportionate share of the Partnership income or loss in his tax
return; therefore, no provision for income taxes is made in the financial
statements of the Partnership.
4. Partnership Agreement:
The Partnership was organized in September 1982. The Partnership Agreement
provides for Balcor Partners-XV to be the General Partner and for the admission
of Limited Partners through the sale of up to 150,000 Limited Partnership
Interests at $1,000 per Interest, 140,000 of which were sold on or prior to
June 27, 1984, the termination date of the offering.
The Partnership Agreement provides that the General Partner generally will be
allocated 1% of the profits and losses. One hundred percent of "Net Cash
Receipts" available for distribution shall be distributed to the holders of
Interests in proportion to their participating percentages as of the record
date for such distributions. In addition, there shall be accrued for the
benefit of the General Partner as its distributive share from operations an
amount equivalent to approximately 1% of the total Net Cash Receipts being
distributed, which will be paid only out of Net Cash Proceeds.
Under certain circumstances, the General Partner may also participate in the
Net Cash Proceeds of the sale or refinancing of Partnership properties. When
and as the Partnership sells or refinances its properties, the Net Cash
Proceeds resulting therefrom, which are available for distribution, will be
distributed only to holders of Interests until such time as holders of
Interests have received an amount equal to their Original Capital plus certain
levels of return as specified by the Partnership Agreement. Only after such
returns are made to the Limited Partners will the General Partner receive 15%
of further distributed Net Cash Proceeds, which will include the accrued
distributive share of Net Cash Receipts, subject to increase by an amount equal
to certain acquisition fees the General Partner would otherwise have been
entitled to pursuant to the Partnership Agreement.
5. Mortgage Notes Payable:
Mortgage notes payable at December 31, 1996 and 1995 consisted of the
following:
<PAGE>
Carrying Carrying Current Final
Property Amount of Amount of Inter- Matur- Current Estimated
Pledged as Notes at Notes at est ity Monthly Balloon
Collateral 12/31/96 12/31/95 Rate Date Payment Payment
- --------------- ---------- ---------- ------ ------ -------- ----------
Mortgage Notes Payable - Non-affiliates:
Apartment Complexes:
Antlers (A) $10,161,114
Briarwood Place $5,884,841 6,018,798 6.498% 1998 $43,961 $5,606,000
Canyon Sands
Village (B) 9,055,999
Chesapeake (C) 5,108,001
Chimney Ridge (D) 7,249,103
Chestnut Ridge
(Phase II) (E) 3,090,142
Courtyards of
Kendall (F) 8,828,599 8,990,100 9.50% 1997 83,906 9,014,000
Creekwood (E) 5,635,134
Quail Lakes (G) 6,743,445
Ridgetree
(Phase I) (B) 9,506,559
Somerset Pointe (H) 10,988,991 11,221,088 6.498% 1998 80,531 10,501,000
Sunnyoak Village (I) 13,711,573
Woodland Hills (G) 4,949,640
---------- -----------
Subtotal 25,702,431 101,440,696
---------- -----------
Mortgage Notes Payable - Affiliates:
Apartment Complexes:
Chestnut Ridge (J) 1,515,739
Woodland Hills (K) 336,872 336,872 10.50% 1999 (J) 451,000
----------- -----------
Subtotal 336,872 1,852,611
----------- -----------
Total $26,039,303$103,293,307
============ ===========
(A) In May 1996, this property was sold. See Note 10 of Notes to Financial
Statements for additional information.
(B) In June 1996, this property was sold. See Note 10 of Notes to Financial
Statements for additional information.
<PAGE>
(C) In December 1996, this property was sold. See Note 10 of Notes to Financial
Statements for additional information.
(D) In February 1996, this property was sold. See Note 10 of Notes to Financial
statements for additional information.
(E) In September 1996, this property was sold. See Note 10 of Notes to
Financial Statements for additional information.
(F) The Partnership is obligated to pay the lender (upon the earlier of
maturity or the sale or refinancing of the property) additional interest equal
to the lesser of: (i) 25% of the amount by which the agreed upon value of the
property at maturity or upon sale or refinancing exceeds $10,100,000, or (ii)
interest which would have accrued on the loan from June 1, 1992 through the
earlier of maturity or the sale or refinancing of the property at a rate of 15%
per annum.
(G) In November 1996, this property was sold. See Note 10 of Notes to Financial
statement for additional information.
(H) In January 1997, this property was sold. See Note 14 of Notes to Financial
Statements for additional information.
(I) In July 1996 this property was sold. See Note 10 of Notes to Financial
Statements for additional information.
(J) This note represented a subordinate nonrecourse loan of $1,315,739 payable
to The Balcor Company ("TBC") and a preferred limited partnership interest of
$200,000 in the subsidiary partnership which held title to the property. In
September 1996, the Partnership sold the Chestnut Ridge Phase II Apartments and
did not receive sufficient net cash proceeds to repay this loan. As a result,
TBC forgave the balance of the loan plus all accrued interest.
(K) This note represents a second mortgage loan payable to TBC. Repayment of
the TBC loan is subordinated to a payment to the Partnership from sale or
refinancing proceeds from this property of $1,800,000. The interest pay rate is
the lower of the contract rate or the net cash flow from the property, after
payment of interest on the first mortgage loan, limited to a maximum annual
deficit of $62,500. Deferred interest on the second mortgage loan is
accumulated and bears interest at the contract rate. In November 1996, the
Partnership sold the Woodland Hills Apartments and did not receive sufficient
net cash proceeds to fully repay this loan. The Partnership repaid the loan at
a discount in February 1997 when the $250,000 holdback related to the sale of
the Woodland Hills Apartments was released.
The Partnership's mortgage loans payable to non-affiliates described above
require current monthly payments of principal and interest. During the years
ended December 31, 1996, 1995 and 1994, the Partnership incurred interest
<PAGE>
expense on mortgage notes payable to non-affiliates of $5,403,319, $8,605,824
and $10,132,223, respectively. The Partnership paid interest expense of
$5,403,319 in 1996, $8,611,797 in 1995 and $10,140,419 in 1994. See Note 9 of
Notes to Financial Statements for interest paid and incurred on loans payable
to affiliates.
Real estate held for sale with an aggregate carrying value of $16,786,327 at
December 31, 1996 was pledged as collateral for repayment of mortgage loans.
Future annual maturities of the mortgage notes payable - non-affiliates and
mortgage note payable - affiliates during each of the next two years are
approximately as follows:
1997 $ 8,973,000
1998 5,741,000
6. Management Agreements:
As of December 31, 1996, all of the properties owned by the Partnership are
under management agreements with a third-party management company. These
management agreements provide for annual fees of 5% of gross operating
receipts.
7. Affiliate's Participation in Joint Venture:
The Pinebrook apartment complex was purchased by Pinebrook Investors, a joint
venture between the Partnership and an affiliated partnership. Profits and
losses were allocated 51.57% to the Partnership and 48.43% to the affiliate.
All assets, liabilities, income and expenses of the joint venture were included
in the financial statements of the Partnership with the appropriate adjustment
for profit or loss for each affiliate's participation. This property was sold
in 1995. Net distributions of $445,589 and $17,849 were made to the joint
venture partner in 1995 and 1994, respectively.
8. Tax Accounting:
The Partnership keeps its books in accordance with the Internal Revenue Code,
rules and regulations promulgated thereunder and existing interpretations
thereof. The accompanying financial statements which are prepared in accordance
with generally accepted accounting principles will differ from the tax returns
due to the different treatment of various items as specified in the Internal
Revenue Code. The net effect of these accounting differences is that the net
income for 1996 in the financial statements is $34,974,040 less than the tax
income of the Partnership for the same period.
<PAGE>
9. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are:
Year Ended Year Ended Year Ended
12/31/96 12/31/95 12/31/94
----------------- -------------------- -------------------
Paid Payable Paid Payable Paid Payable
-------- -------- ---------- --------- --------- ---------
Property manage-
ment fees None None None None $1,401,854 None
Reimbursement
of expenses to
General Partner
at cost:
Accounting $20,498 22,640 $ 56,140 $ 4,699 119,390 $39,870
Data processing 6,694 None 60,314 5,838 102,770 20,814
Investor
communications None None 6,984 None 12,677 4,234
Legal 20,388 22,519 65,226 9,053 35,233 11,767
Other 5,424 5,991 8,920 370 43,319 14,467
Portfolio mgmt. 122,976 136,763 217,759 32,529 127,397 38,107
The Partnership participates in an insurance deductible program with other
affiliated partnerships in which the program pays claims up to the amount of
the deductible under the master insurance policies for its properties. The
program is administered by an affiliate of the General Partner who receives no
fee for administering the program; however, the General Partner is reimbursed
for program expenses. The Partnership paid premiums to the deductible insurance
program of $32,756, $192,179 and $310,984, for 1996, 1995 and 1994,
respectively.
Allegiance Realty Group, Inc., an affiliate of the General Partner, managed the
Partnership's properties until the affiliate was sold to a third party in
November 1994.
During the quarter ended March 31, 1996, the Partnership repaid the entire
balance of the General Partner loan, which had an outstanding balance of
$6,623,202 at December 31, 1995, primarily with proceeds from the sale of
Chimney Ridge Apartments. During 1996, 1995 and 1994, the Partnership incurred
interest expense of $49,045, $568,140 and $635,617 and paid interest expense of
$119,165, $566,583 and $607,803 on these loans, respectively. Interest expense
was computed at the American Express Company cost of funds rate plus a spread
to cover administrative costs. The interest rate was 5.85% at the date of the
loan repayment.
<PAGE>
In August 1994, the Partnership repaid the Ridgepoint Hill and Ridgepoint View
loans from The Balcor Company ("TBC") at a discount in connection with the sale
of these properties. See Note 10 of Notes to Financial Statements for
additional information.
As of December 31, 1996, the Partnership had a junior loan outstanding from
TBC, an affiliate of the General Partner, relating to the Woodland Hills
Apartments in the amount of $336,872 with accrued interest payable on this loan
totaling $9,094. In February 1997, the Partnership paid $234,721 in full
satisfaction of this loan, representing a discount of $102,151 which will be
recognized as gain on debt forgiveness during the first quarter of 1997. In
September 1996, the junior loan from TBC related to the Chestnut Ridge Phase II
Apartments was increased by $143,456 in order to meet the minimum net proceeds
required from the sale of this property. Subsequently, this $1,659,195 loan
along with accrued interest of $55,552 was forgiven in connection with the
sale. During 1996, 1995 and 1994, the Partnership incurred interest expense of
$141,191, $223,165, and $632,679 and paid interest expense of $114,812,
$214,521, and $913,199 on these affiliated mortgage loans, respectively.
10. Property Sales:
(a) In February 1996, the Partnership sold the Chimney Ridge Apartments in an
all cash sale for $13,650,000. The purchaser of the Chimney Ridge Apartments
took title subject to the existing first mortgage loan in the amount of
$7,242,788, which represents a noncash transaction to the Partnership.
Accordingly, the noncash aspect of this transaction is not presented in the
Partnership's Statements of Cash Flows. From the proceeds of the sale, the
Partnership paid $336,642 in selling costs. The basis of the property was
$4,427,342, which is net of accumulated depreciation of $3,137,301. For
financial statement purposes, the Partnership recognized a gain of $8,886,016
from the sale of this property.
(b) In May 1996, the Partnership sold the Antlers Apartments in an all cash
sale for $15,000,000. The purchaser of the Antlers Apartments took title
subject to the existing first mortgage loan in the amount of $10,108,860, which
represents a noncash transaction to the Partnership. Accordingly, the noncash
aspect of this transaction is not presented in the Partnership's Statements of
Cash Flows. From the proceeds of the sale, the Partnership paid $86,456 in
selling costs. The basis of the property was $8,395,037, which is net of
accumulated depreciation of $5,118,659. For financial statement purposes, the
Partnership recognized a gain of $6,518,507 from the sale of this property.
(c) In June 1996, the Partnership sold the Canyon Sands Apartments in an all
cash sale for $14,650,000. The purchaser of the Canyon Sands Apartments took
title subject to the existing first mortgage loan in the amount of $8,957,106,
which represents a noncash transaction to the Partnership. Accordingly, the
noncash aspect of this transaction is not presented in the Partnership's
<PAGE>
Statements of Cash Flows. From the proceeds of the sale, the Partnership paid
$124,875 in selling costs. The basis of the property was $6,253,071, which is
net of accumulated depreciation of $4,914,899. For financial statement
purposes, the Partnership recognized a gain of $8,272,054 from the sale of this
property.
(d) In June 1996, the Partnership sold the Ridgetree - Phase I Apartments in an
all cash sale for $11,100,000. From the proceeds of the sale, the Partnership
paid $9,484,192 to the third party mortgage holder in full satisfaction of the
first and second mortgage loans, and paid $126,000 in selling costs. The basis
of the property was $8,491,725, which is net of accumulated depreciation of
$5,512,986. For financial statement purposes, the Partnership recognized a gain
of $2,482,275 from the sale of this property.
(e) In July 1996, the Partnership sold the Sunnyoak Village Apartments in an
all cash sale for $22,200,000. From the proceeds of the sale, the Partnership
paid $13,598,689 to the third party mortgage holder in full satisfaction of the
first mortgage loan, and paid $181,500 in selling costs. The basis of the
property was $10,571,735, which is net of accumulated depreciation of
$7,676,011. For financial statement purposes, the Partnership recognized a gain
of $11,446,765 from the sale of this property.
(f) In September 1996, the Partnership sold the Creekwood - Phase I Apartments
in an all cash sale for $8,389,800. From the proceeds of the sale, the
Partnership paid $5,604,985 to the third party mortgage holder in full
satisfaction of the first mortgage loan, $203,068 in selling costs and $168,150
in prepayment penalties. The basis of the property was $4,284,091, which is net
of accumulated depreciation of $2,758,600. For financial statement purposes,
the Partnership recognized a gain of $3,902,641 from the sale of this property.
(g) In September 1996, the Partnership sold the Chestnut Ridge - Phase II
Apartments in an all cash sale for $4,696,600. From the proceeds of the sale,
the Partnership paid $3,073,783 to the third party mortgage holder in full
satisfaction of the first mortgage loan, $171,284 in selling costs and $153,689
in prepayment penalties. The Partnership received net proceeds of $1,297,844
from the sale. However, the terms of the 1994 refinancing of this property
provided that minimum net proceeds of $1,441,300 were to be received from the
sale of this property. As a result, $143,456 was contributed to the Partnership
through an increase to the balance of the junior loan outstanding from TBC. The
basis of the property was $3,519,385, which is net of accumulated depreciation
of $2,163,522. For financial statement purposes, the Partnership recognized a
gain of $1,005,931 from the sale of this property.
(h) In November 1996, the Partnership sold the Quail Lakes Apartments in an all
cash sale for $10,500,000. From the proceeds of the sale, the Partnership paid
$6,683,238 and $13,695 in full satisfaction of the first and second mortgage
loans, $350,201 in selling costs and $267,330 of prepayment penalties. The
basis of the property was $6,096,614, which is net of accumulated depreciation
<PAGE>
of $4,778,294. For financial statement purposes, the Partnership recognized a
gain of $4,053,185 from the sale of this property.
(i) In November 1996, the Partnership sold the Woodland Hills Apartments in an
all cash sale for $7,300,000. From the proceeds of the sale, the Partnership
paid $4,910,568 to the third party mortgage holder in full satisfaction of the
first mortgage loan, $258,500 in selling costs and $96,211 of prepayment
penalties. The Partnership received net proceeds of $2,034,721 from the sale.
The terms of the 1993 refinancing of this property provided that minimum net
proceeds of $1,800,000 were to be received from the sale of this property. As a
result, in February 1997, the Partnership paid $234,721 in full satisfaction of
the junior loan outstanding from TBC resulting in a discount of $102,151. The
basis of the property was $3,798,569, which is net of accumulated depreciation
of $2,730,124. For financial statement purposes, the Partnership recognized a
gain of $3,242,931 from the sale of this property.
(j) In December 1996, the Partnership sold the Chesapeake Apartments in an all
cash sale for $7,950,000. From the proceeds of the sale, the Partnership paid
$5,072,714 to the third party mortgage holder in full satisfaction of the first
mortgage loan and $249,579 in selling costs. The basis of the property was
$4,899,461, which is net of accumulated depreciation of $3,811,596. For
financial statement purposes, the Partnership recognized a gain of $2,800,960
from the sale of this property.
(k) The Pinebrook Apartments, which was owned by a joint venture consisting of
the Partnership and an affiliate, and the Drayton Quarter Apartments were sold
during 1995 and the Ridgepoint Hill and Ridgepoint View apartment complexes
were sold during 1994 in separate all cash sales totaling $12,390,000 and
$18,659,285, respectively.
From the proceeds of the sales, $9,833,903 and $12,658,037, which included
accrued interest, was paid to the third party mortgage holders in full
satisfaction of the underlying mortgage loans, respectively, as well as
brokerage commissions and other closing costs. The remaining $1,945,917 of 1995
sale proceeds were used to repay loans from the General Partner. The remaining
$5,381,539 of 1994 sales proceeds were paid to an affiliate of the General
Partner in full satisfaction of the second mortgage loan and an unsecured third
mortgage loan. This represented a discount of $2,791,215 from the outstanding
balance of the affiliate loans and accrued interest. The Partnership did not
receive any proceeds from the 1994 sale of the properties.
The bases of these properties totaled $7,699,228 and $12,812,175 which is net
of accumulated depreciation of $5,716,448 and $6,249,032, respectively. For
financial statement purposes, the Partnership recognized gains totaling
$4,080,592 and $5,596,294 from the sales of these properties during 1995 and
1994, respectively, of which $780,279 was the affiliate minority joint venture
partner's share relating to Pinebrook Apartments.
<PAGE>
11. Extraordinary Items:
(a) In connection with the sales of the Chestnut Ridge - Phase II, Creekwood
Phase I, Quail Lakes and Woodland Hills apartment complexes during 1996, the
Partnership paid $685,380 of loan prepayment penalties. In addition, the
Partnership wrote off the remaining deferred financing fees in the amount of
$818,320 as a result of the sales of the Partnership's properties during 1996.
These amounts were recognized as extraordinary items and classified as debt
extinguishment expense.
(b) In connection with the sale of the Chestnut Ridge - Phase II Apartments in
September 1996, the junior loan due to TBC, which had an outstanding balance of
$1,714,747, including accrued interest of $55,552, was forgiven which resulted
in an extraordinary gain on forgiveness of debt for financial statement
purposes.
(c) During 1995, the Partnership recognized an extraordinary gain on
forgiveness of debt of $90,359 in connection with the settlement reached with
the seller of the Canyon Sands Village, Somerset Pointe and Sunnyoak Village
apartment complexes.
(d) During 1994, the Ridgepoint Hill and Ridgepoint View apartment complexes
were sold. In connection with the sale, the Partnership repaid the second
mortgage loans and an unsecured third mortgage loan due to an affiliate of the
General Partner at a discount. This transaction resulted in an extraordinary
gain on forgiveness of debt of $2,791,215 during 1994 for financial statement
purposes.
12. Contingencies:
(a) The Briarwood apartment complex is located in the path of a planned
expansion of a road, which is adjacent to the property. Discussions for this
expansion have been ongoing, and the General Partner has been attending the
public hearings due to its opposition to this expansion. If the current plans
are approved, approximately 68 of the complex's 268 units would be condemned,
which would have a significant impact on the property's value. Currently it is
unclear whether the future approvals for the expansion and funding for the road
project will be obtained and, if obtained, what compensation the Partnership
would receive for the units or when the work would begin. The Partnership is
currently marketing the property for sale.
(b) 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 federal securities law
violations with regard 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
<PAGE>
continue to vigorously contest these actions. A plaintiff class has not been
certified in either action and, no determinations of the merits have been made.
It is not determinable at this time whether or not an unfavorable decision in
either action would have a material adverse impact on the Partnership's
financial position, results of operations or liquidity. The Partnership
believes that it has meritorious defenses to contest the claims.
13. Fair Value of Financial Instruments:
The carrying amounts and fair values of the Partnership's financial instruments
at December 31, 1996 and 1995 are as follows:
The carrying values of cash and cash equivalents, accounts and accrued interest
receivable, accounts and accrued interest payable approximate fair value.
Based on borrowing rates available to the Partnership at the end of 1996 and
1995 for mortgage loans with similar terms and maturities, the fair value of
the mortgage notes payable approximate the carrying value.
14. Subsequent Events:
(a) In January 1997, the Partnership paid $9,380,000 ($67 per Interest) to
Limited Partners, representing a special distribution consisting primarily of
Net Cash Proceeds received in connection with the sales of the Chesapeake,
Chestnut Ridge Phase II, Quail Lakes and Woodland Hills apartment complexes.
(b) In January 1997, the Partnership sold the Somerset Pointe Apartments in an
all cash sale for $18,833,333. From the proceeds of the sale, the Partnership
paid $10,736,529 to the third party mortgage holder in full satisfaction of the
first mortgage loan and $367,173 in selling costs. For financial statement
purposes, the Partnership will recognize a gain of approximately $9,847,000
during the first quarter of 1997.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
<TABLE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1996
<CAPTION>
Col. A Col. B Col. C Col. D
- --------------------- -------- -------------------- ---------------------------------
Initial Cost Cost Adjustments
to Partnership Subsequent to Acquisition
-------------------- ---------------------------------
Buildings Carrying Reduction
Encum- and Im- Improve- Costs of Basis
Description brances Land provements ments (b) (c)
- --------------------- ------- -------- ------------ --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Briarwood Place
Apts., 268 units
in Chandler, AZ (a) 1,100,000 5,966,000 None 581,947 None
Courtyards of
Kendall Apts.,
300 units in
Dade County, FL (a) 1,000,000 10,180,000 175,361 21,775 (1,114,788)
Somerset Pointe
Apts., 452 units
in Las Vegas, NV (a) 1,992,000 11,695,000 15,800 1,081,592 (69,353)
----------- ----------- -------- ----------- ------------
Total $4,092,000 $27,841,000 $191,161 $1,685,314 $ (1,184,141)
=========== ============ ======== =========== ============
</TABLE>
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
<TABLE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1996
<CAPTION>
Col. A Col. E Col. F Col. G Col. H Col. I
- ------------------- -------------------------------- -------- -------- ------ --------------
Gross Amounts at Which Life Upon
Carried at Close of Period Which Depre-
------------------------------- ciation in
Buildings Accumulated Date Date Latest Income
and Im- Total Deprecia- of Con- Acq- Statement
Description Land provements (e)(f) tion(f) struction uired is Computed
- ------------------- -------- ---------- ----------- --------- --------- ------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Briarwood Place
Apts., 268 units
in Chandler, AZ 1,101,549 6,546,398 7,647,947 3,264,728 1983 3/83 (f)
Courtyards of
Kendall Apts.,
300 units in
Dade County, FL 902,287 9,360,061 10,262,348 6,484,729 1970 3/84 (f)
Somerset Pointe
Apts., 452 units
in Las Vegas, NV 1,986,250 12,728,789 14,715,039 6,089,550 1984 7/83 (f)
----------- ----------- ----------- -----------
Total $3,990,086 $28,635,248 $32,625,334 $15,839,007
=========== ============ ============ ===========
</TABLE>
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
NOTES TO SCHEDULE III
(a) See description of mortgage notes payable in Note 4 of Notes to Financial
Statements.
(b) Consists of legal fees, appraisal fees, title costs, other related
professional fees and capitalized construction period interest.
(c) Guaranteed income earned on properties under the terms of certain
management and guarantee agreements was recorded by the Partnership as a
reduction of the basis of the property to which the guaranteed income related.
(d) The aggregate cost of land for Federal income tax purposes is $4,092,960
and the aggregate cost of buildings and improvements for Federal income tax
purposes is $28,048,630. The total of these is $32,141,590.
(e) Reconciliation of Real Estate
-----------------------------
1996 1995 1994
------------- ------------ ------------
Balance at beginning of year $135,964,354 $149,380,030 $168,441,237
Additions during year:
Improvements None None None
Deductions during year
Foreclosure of investment
properties None None None
Cost of real estate sold (103,339,020) (13,415,676) (19,061,207)
------------ ------------ ------------
Balance at close of year $32,625,334 $135,964,354 $149,380,030
============ ============ ============
<PAGE>
Reconciliation of Accumulated Depreciation
------------------------------------------
1996 1995 1994
---------- ---------- ----------
Balance at beginning of year $55,896,633 $57,774,549 $59,562,523
Depreciation expense for
the year 2,544,366 3,838,532 4,461,058
Accumulated depreciation
of foreclosed investment
properties None None None
Accumulated depreciation
of real estate sold (42,601,992) (5,716,448) (6,249,032)
------------ ------------ ------------
Balance at close of year $15,839,007 $55,896,633 $ 57,774,549
============ ============ ============
(f) Depreciation expense is computed based upon the following estimated useful
lives:
Years
-----
Buildings and improvements 20 to 30
Furniture and fixtures 5 to 7
<PAGE>
NOTICE OF DISAPPROVAL
The undersigned, the Purchaser under that certain Agreement dated January
28th, 1997, as amended on January 30, 1997, providing for the sale by
Courtyards of Kendall Limited Partnership, an Illinois limited partnership of
property located in Miami, Florida and known as Courtyards at Kendall does
hereby, pursuant to the provisions of the Agreement, terminate the Agreement
prior to the "Disapproval Date" as defined in this Escrow Agreement and does
hereby request that Charter Title Company, as Escrow Agent, return the Earnest
Money under this Escrow Agreement to the undersigned.
Dated: February 27, 1997
WATERTON ASSOCIATES, LLC,
a limited liability company
By: /s/ James M. Schwartz
----------------------------------
DISTRIBUTION LIST
Seller:
c/o The Balcor Company
2355 Waukegan Road
Suite A200
Bannockburn, Illinois 60015
Attention: James Mendelson
Telephone: (847) 267-1600
Fax: (847) 317-4462
Copy to:
Schwartz & Freeman
401 N. Michigan Avenue
Suite 1900
Chicago, Illinois 60611
Attention: Morton M. Poznak
Telephone: (312) 222-0800
Fax: (312) 222-0818
Escrow Agent
Charter Title Company
4655 Sweetwater Blvd.
Suite 200
Sugar Land, Texas 77479
Attention: Frances Chetta
Telephone: (713) 242-1700
Fax: (713) 242-1144
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 11155
<SECURITIES> 0
<RECEIVABLES> 1118
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 12416
<PP&E> 32625
<DEPRECIATION> 15839
<TOTAL-ASSETS> 29291
<CURRENT-LIABILITIES> 788
<BONDS> 26039
0
0
<COMMON> 0
<OTHER-SE> 2464
<TOTAL-LIABILITY-AND-EQUITY> 29291
<SALES> 0
<TOTAL-REVENUES> 71641
<CGS> 0
<TOTAL-COSTS> 10373
<OTHER-EXPENSES> 3480
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5594
<INCOME-PRETAX> 52196
<INCOME-TAX> 0
<INCOME-CONTINUING> 52196
<DISCONTINUED> 0
<EXTRAORDINARY> 211
<CHANGES> 0
<NET-INCOME> 52407
<EPS-PRIMARY> 370.59
<EPS-DILUTED> 370.59
</TABLE>
