SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1998
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-13349
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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, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
--------------- ---------------
Cash and cash equivalents $ 2,527,827 $ 7,408,757
Accounts and accrued interest receivable 12,669 46,246
--------------- ---------------
$ 2,540,496 $ 7,455,003
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 38,399 $ 83,280
Due to affiliates 75,264 57,285
--------------- ---------------
Total liabilities 113,663 140,565
--------------- ---------------
Commitments and contingencies
Limited Partners' capital
(140,000 Interests issued
and outstanding) 2,426,833 7,314,438
General Partner's capital None None
--------------- ---------------
Total partners' capital 2,426,833 7,314,438
--------------- ---------------
$ 2,540,496 $ 7,455,003
=============== ===============
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 nine months ended September 30, 1998 and 1997
(Unaudited)
1998 1997
--------------- ---------------
Income:
Rental and service $ 2,499,196
Interest on short-term investments $ 116,102 347,807
Other income 11,903 252,462
--------------- ---------------
Total income 128,005 3,099,465
--------------- ---------------
Expenses:
Interest on mortgage notes payable 712,529
Lender participation 225,000
Depreciation 350,556
Amortization of deferred expenses 20,224
Property operating 923,017
Real estate taxes 176,708
Property management fees 122,145
Administrative 204,831 350,810
--------------- ---------------
Total expenses 204,831 2,880,989
--------------- ---------------
(Loss) income before gains on sales of
properties and extraordinary items (76,826) 218,476
Gains on sales of properties 16,748,978
--------------- ---------------
(Loss) income before extraordinary items (76,826) 16,967,454
--------------- ---------------
Extraordinary items:
Gain on forgiveness of debt 111,245
Debt extinguishment expense (51,536)
---------------
Total extraordinary items 59,709
--------------- ---------------
Net (loss) income $ (76,826) $ 17,027,163
=============== ===============
Income before extraordinary items
allocated to General Partner None $ 169,675
=============== ===============
(Loss) income before extraordinary items
allocated to Limited Partners $ (76,826) $ 16,797,779
=============== ===============
(Loss) income before extraordinary items
per Limited Partnership Interest
(140,000 issued and outstanding)
- Basic and Diluted $ (0.55) $ 119.99
=============== ===============
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 nine months ended September 30, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
--------------- ---------------
Extraordinary items allocated
to General Partner None $ 597
=============== ===============
Extraordinary items allocated
to Limited Partners None $ 59,112
=============== ===============
Extraordinary items per Limited
Partnership Interest (140,000
issued and outstanding)
- Basic and Diluted None $ 0.42
=============== ===============
Net income allocated to General Partner None $ 170,272
=============== ===============
Net (loss) income allocated
to Limited Partners $ (76,826) $ 16,856,891
=============== ===============
Net (loss) income per Limited Partnership
Interest (140,000 issued and outstanding)
- Basic and Diluted $ (0.55) $ 120.41
=============== ===============
Distributions to Limited Partners $ 4,810,779 $ 16,100,000
=============== ===============
Distributions per Limited
Partnership Interest $ 34.36 $ 115.00
=============== ===============
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 quarters ended September 30, 1998 and 1997
(Unaudited)
1998 1997
--------------- ---------------
Income:
Rental and service $ 451,556
Interest on short-term investments $ 37,024 73,724
Other income 1,787
--------------- ---------------
Total income 38,811 525,280
--------------- ---------------
Expenses:
Interest on mortgage notes payable 146,331
Depreciation 49,084
Amortization of deferred expenses 4,103
Property operating 158,669
Real estate taxes 18,316
Property management fees 27,086
Administrative 52,805 75,538
--------------- ---------------
Total expenses 52,805 479,127
--------------- ---------------
(Loss) income before loss on sale
of property (13,994) 46,153
Loss on sale of property (137,500)
--------------- ---------------
Net loss $ (13,994) $ (91,347)
=============== ===============
Net loss allocated to General
Partner None $ (913)
=============== ===============
Net loss allocated to Limited
Partners $ (13,994) $ (90,434)
=============== ===============
Net loss per Limited Partnership
Interest (140,000 issued and outstanding)
- Basic and Diluted $ (0.10) $ (0.65)
=============== ===============
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 nine months ended September 30, 1998 and 1997
(Unaudited)
1998 1997
--------------- ---------------
Operating activities:
Net (loss) income $ (76,826) $ 17,027,163
Adjustments to reconcile net (loss)
income to net cash (used in) or provided
by operating activities:
Other income (252,462)
Extraordinary items:
Gain on forgiveness of debt (111,245)
Debt extinguishment expense 51,536
Gains on sales of properties (16,748,978)
Depreciation of properties 350,556
Amortization of deferred expenses 20,224
Net change in:
Escrow deposits 63,310
Accounts and accrued interest
receivable 33,577 1,075,739
Prepaid expenses 74,940
Accounts payable (44,881) (263,850)
Due to affiliates 17,979 (78,593)
Accrued liabilities 20,035
Security deposits (159,867)
--------------- ---------------
Net cash (used in) or provided by
operating activities (70,151) 1,068,508
--------------- ---------------
Investing activities:
Proceeds from sales of properties 29,833,333
Payment of selling costs (884,548)
---------------
Net cash provided by investing activities 28,948,785
---------------
Financing activities:
Distributions to Limited Partners (4,810,779) (16,100,000)
Repayment of loans payable - affiliate (234,721)
Repayment of mortgage notes payable (19,472,943)
Principal payments on mortgage
notes payable (200,232)
--------------- ---------------
Cash used in financing activities (4,810,779) (36,007,896)
--------------- ---------------
Net change in cash and cash equivalents (4,880,930) (5,990,603)
Cash and cash equivalents at beginning
of year 7,408,757 11,154,753
--------------- ---------------
Cash and cash equivalents at end of period $ 2,527,827 $ 5,164,150
=============== ===============
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. Accounting Policies:
(a) For financial statement purposes, the capital accounts of the General
Partner and the Limited Partners have been adjusted to appropriately reflect
their remaining economic interests as provided for in the Partnership
Agreement.
(b) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the nine months
and quarter ended September 30, 1998, and all such adjustments are of a normal
and recurring nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1997, the Partnership sold its three remaining properties.
The Partnership has retained a portion of the cash from the property sales to
satisfy obligations of the Partnership as well as to establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 6 of Notes to
Financial Statements. In the absence of any such contingencies, the reserves
will be paid within twelve months of the last property being sold. In the event
a contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
3. Other Income:
The Partnership recognized other income during 1998 primarily due to refunds
received from vendors relating to certain of the properties sold in 1997.
4. Interest Expense:
During the nine months ended September 30, 1997, the Partnership incurred and
paid interest expense on mortgage notes payable to non-affiliates of $712,529.
5. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1998 are:
Paid
-------------------------
Nine Months Quarter Payable
------------ --------- ---------
<PAGE>
Reimbursement of expenses to
the General Partner, at cost $ 28,736 $ 9,991 $ 75,264
6. Contingencies:
The Partnership is currently involved in two lawsuits whereby the Partnership
and certain affiliates have been named as defendants alleging substantially
similar claims involving certain state securities and common law violations
with regard to the property acquisition process of the Partnership, and to the
adequacy and accuracy of disclosures of information concerning, as well as
marketing efforts related to, the offering of the Limited Partnership Interests
of the Partnership. The defendants continue to vigorously contest these
actions. A plaintiff class has not been certified in either action. No
determination of the merits has been made in one action. The other action was
dismissed without prejudice by the trial court on September 24, 1998 for
failure to state a cause of action. It is not determinable at this time whether
or not an unfavorable decision in either action would have a material adverse
impact on the Partnership's financial position. The Partnership believes that
it has meritorious defenses to contest the claims.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Realty Investors-84 (the "Partnership") was formed in 1982 to invest in
and operate income-producing real property. The Partnership raised $140,000,000
from sales of Limited Partnership Interests and utilized these proceeds to
acquire twenty-three real property investments and a minority joint venture
interest in one additional property. As of September 30, 1998, the Partnership
has no properties remaining in its portfolio.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1997 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
Administrative expenses were higher than interest income earned on short-term
investments during the nine months and quarter ended September 30, 1998. This
was the primary reason the Partnership recognized a net loss during the nine
months and quarter ended September 30, 1998. During January and June 1997, the
Partnership sold the Somerset Pointe and Courtyards of Kendall apartment
complexes, respectively, and recognized gains in connection with these sales,
which resulted in the Partnership generating net income during the nine months
ended September 30, 1998. The previously reported gain and selling costs
relating to the June 1997 sale of the Courtyards of Kendall apartment complex
were adjusted during the third quarter of 1997 which resulted in the
Partnership recognizing a loss on sale during the quarter ended September 30,
1997. This was the primary reason the Partnership recognized a net loss during
the quarter ended September 30, 1997. Further discussion of the Partnership's
operations is summarized below.
1998 Compared to 1997
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1998 and 1997 refer
to both the nine months and quarters ended September 30, 1998 and 1997.
In 1997, the Partnership sold its three remaining properties; the Somerset
Pointe, Courtyards of Kendall and Briarwood Place apartment complexes. As a
result, rental and service income, interest expense on mortgage notes payable,
depreciation, amortization, property operating expense, real estate taxes and
property management fees ceased during 1997.
Higher average cash balances were available for investment in 1997 due to
proceeds received in connection with the 1997 sales of the Partnership's
<PAGE>
properties prior to distribution to the Limited Partners. This resulted in a
decrease in interest income on short-term investments during 1998 as compared
to 1997.
The Partnership recognized other income during 1998 primarily due to refunds
received from vendors relating to certain of the properties sold in 1997. In
connection with the sale of Somerset Pointe apartment complex in 1997, the
Partnership recognized other income of $252,462 representing the difference
between the contractual amount of the first mortgage loan and the carrying
amount of the loan.
The Partnership paid the lender a participation fee of $225,000 in connection
with the sale of the Courtyards of Kendall apartment complex during 1997. The
lender participation fee represents additional interest paid to the lender
calculated as a percentage of the sale price in excess of a certain amount
specified in the loan agreement.
Due to lower accounting, portfolio management, and professional fees and bank
charges, administrative expense decreased during 1998 as compared to 1997.
In January and June 1997, the Partnership sold the Somerset Pointe and
Courtyards of Kendall apartment complexes, respectively, and recognized
aggregate gains on sale of $16,748,978. The previously reported gain and
selling costs relating to the June 1997 sale of the Courtyards of Kendall
apartment complex were adjusted during the third quarter of 1997 by $137,500 as
a result of an additional brokerage commission paid to an unaffiliated party.
As a result, the Partnership recognized a loss on sale of $137,500 during the
quarter ended September 30, 1997.
During February 1997, the Partnership paid $234,721 in full satisfaction of the
junior mortgage loan outstanding from an affiliate of the General Partner
related to the Woodland Hills Apartments, representing a discount of $111,245.
The loan had an outstanding balance of $345,966, which included accrued
interest of $9,094. The discount was recognized as an extraordinary item and
classified as a gain on forgiveness of debt for financial statement purposes.
In connection with the sale of the Somerset Pointe Apartments in 1997, the
Partnership wrote-off the remaining unamortized deferred financing fees in the
amount of $51,536. This amount was recognized as an extraordinary item and
classified as debt extinguishment expense for financial statement purposes.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $4,881,000 as
of September 30, 1998 when compared to December 31, 1997 primarily due to the
January 1998 distribution to Limited Partners of Net Cash Proceeds from the
sale of the Briarwood Place Apartments. The Partnership used cash of
approximately $70,000 in its operating activities to pay administrative
expenses which was partially offset by interest income earned on short-term
investments and refunds received from vendors related to properties sold in
1997. The Partnership used cash to fund its financing activities which
consisted of a distribution to Limited Partners of approximately $4,811,000.
<PAGE>
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1997, the Partnership sold its three remaining properties.
The Partnership has retained a portion of the cash from the property sales to
satisfy obligations of the Partnership as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 6 of Notes to the
Financial Statements. In the absence of any such contingencies, the reserves
will be paid within twelve months of the last property being sold. In the event
a contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
To date, Limited Partners have received distributions totaling $319.36 per
$1,000 Interest. Of this amount, $4.00 represents Cash Flow from operations and
$315.36 represents a return of Original Capital. No additional distributions
are anticipated to be made prior to the termination of the Partnership.
However, after paying final partnership expenses, any remaining cash reserves
will be distributed. Limited Partners will not recover a substantial portion of
their original investment.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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Klein. et al. vs. Lehman Brothers, Inc., et al.
- -----------------------------------------------
With regard to the proposed class action complaint, Lenore Klien. et al. vs.
Lehman Brothers, Inc., et al. (Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96), on June 9, 1998 the defendants filed a
motion to dismiss the complaint for failure to state a cause of action. The
motion was briefed by all parties and oral argument was heard by the court on
August 21, 1998. On September 24, 1998, the judge issued a letter opinion
granting the defendant's motion to dismiss the complaint, and on October 23,
1998, the judge announced that he would enter an order dismissing the complaint
without prejudice.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement, previously filed as Exhibit 4.1 to
Amendment No. 1 to the Registrant's Registration Statement on Form S-11 dated
December 16, 1983 (Registration No. 2-86317) and Form of Confirmation regarding
Interests in the Registrant set forth as Exhibit 4.2 to the Registrant's Report
on Form 10-Q for the quarter ended June 30, 1992 (Commission File No. 0-13349)
are incorporated herein by reference.
(10) Material Contracts:
(a)(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, previously filed as
Exhibit (10)(i)(iii) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, is incorporated herein by reference.
(iv) Second Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Courtyards of Kendall Apartments, Dade County, Florida, previously
<PAGE>
filed as Exhibit (10)(i)(iv) to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, is incorporated herein by reference.
(v) Third Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Courtyards of Kendall Apartments, Dade County, Florida, previously
filed as Exhibit (10)(i)(v) to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 1997, is incorporated herein by reference.
(vi) Forbearance Agreement relating to the sale of the Courtyards of Kendall
Apartments, Dade County, Florida, previously filed as Exhibit (10(i)(vi) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
is incorporated herein by reference.
(vii) Fourth Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of the Courtyards of Kendall Apartments, Dade County, Florida,
previously filed as Exhibit (10)(i)(vii) to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997, is incorporated herein by
reference.
(b)(i) Agreement of Sale and attachments thereto relating to the sale of the
Briarwood Place Apartments, Chandler, Arizona, previously filed as exhibit (10)
to the Registrant's Current Report on Form 8-K dated May 22, 1997, is
incorporated herein by reference.
(ii) Amendment to Agreement of Sale and Escrow Agreement relating to the sale
of the Briarwood Place Apartments, Chandler, Arizona, previously filed as
Exhibit (10)(j)(ii) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, is incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of the Briarwood Place Apartments, Chandler, Arizona, previously filed
as Exhibit (10)(j)(iii) to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997, is incorporated herein by reference.
(iv) Third Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Briarwood Place Apartments, Chandler, Arizona, previously filed as
Exhibit (10)(j)(iv) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, is incorporated herein by reference.
(v) Fourth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Briarwood Place Apartments, Chandler, Arizona, previously filed as
Exhibit (10)(j)(v) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, is incorporated herein by reference.
(vi) Fifth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Briarwood Place Apartments, Chandler, Arizona, previously filed as
Exhibit (10)(j)(vi) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, is incorporated herein by reference.
(vii) Sixth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Briarwood Place Apartments, Chandler, Arizona, previously filed as
Exhibit (10)(j)(vii) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997, is incorporated herein by reference.
<PAGE>
(viii) Letter Agreement dated November 6, 1997 relating to the sale of the
Briarwood Place Apartments, Chandler, Arizona, previously filed as Exhibit
(10)(j)(viii) to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, is incorporated herein by reference.
(ix) Letter Agreement dated November 7, 1997 relating to the sale of the
Briarwood Place Apartments, Chandler, Arizona, previously filed as Exhibit
(10)(j)(ix) to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the nine months ending
September 30, 1998, is attached hereto.
(i) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 30, 1998.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR REALTY INVESTORS-84
By: /s/ Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners-XV, the General Partner
By: /s/ Jayne A. Kosik
-----------------------------
Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Partners-XV, the General Partner
Date: November 10, 1998
----------------------------
<PAGE>
[TEXT]
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0
0
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