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, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-13349
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BALCOR REALTY INVESTORS-84
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(Exact name of registrant as specified in its charter)
Illinois 36-3215399
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, IL 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ X ]
<PAGE>
PART I
Item 1. Business
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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 has
retained cash reserves from the sale of its real estate investments for
contingencies which exist or may arise. The Registrant's operations currently
consist of interest income earned on short-term investments and the payment of
administrative expenses.
The Registrant utilized the net offering proceeds to acquire twenty-three real
property investments and a minority joint venture interest in one additional
property and has since disposed of all of these investments. 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 Partnership Agreement provides for the dissolution of the Registrant upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Registrant sold ten properties. During 1997, the
Registrant sold its remaining three properties, the Somerset Pointe, Courtyards
of Kendall and Briarwood Place apartment complexes. The Registrant has retained
a portion of the cash from the property sales to satisfy obligations of the
Registrant as well as establish a reserve for contingencies. 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 and costs stemming
from litigation involving the Registrant including, but not limited to, the
lawsuits discussed in "Item 3. Legal Proceedings". 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 Registrant for a longer period of time.
During January, June and November 1997, the Registrant sold the Somerset
Pointe, Courtyards of Kendall and Briarwood Place apartment complexes in all
cash sales for $18,833,333, $11,000,000 and $9,800,000, respectively. See "Item
7. Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" for additional information.
The Registrant no longer has an ownership interest in any real estate
investment. The General Partner is not aware of any material potential
liability relating to environmental issues or conditions affecting real estate
formerly owned by 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
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<PAGE>
Briarwood Place Apartments
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As previously reported, on May 22, 1997, the Registrant contracted to sell
Briarwood Place Apartments, Chandler, Arizona, for a sale price of $10,800,000
to two unaffiliated parties, Continental Realty Advisors, Ltd., a Colorado
corporation, and Signet Partners, a Colorado corporation (together, the
"Purchaser"). The sale price was $9,800,000. The sale closed on November 26,
1997.
From the proceeds of the sale, the Registrant repaid the outstanding balance of
the first mortgage loan of $5,760,201 and paid $196,000 as a brokerage
commission to an affiliate of the third party providing property management
services for the property and $21,600 in closing costs. The Registrant received
the remaining $3,822,199 of sale proceeds.
Item 2. Properties
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As of December 31, 1997, the Registrant did not own any properties.
In the opinion of the General Partner, the Registrant has obtained adequate
insurance coverage.
See Notes to Financial Statements for other information regarding former real
property investments.
Item 3. Legal Proceedings
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Masri vs. Lehman Brothers, Inc., et al.
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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, 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
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.
<PAGE>
Plaintiffs' counsel has indicated an intent to withdraw this complaint.
Raymond Masri has joined as an additional plaintiff in the Lenore Klein matter
discussed below.
Klein, et al. vs. Lehman Brothers, Inc., et al.
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On August 30, 1996, a proposed class action complaint was filed, Lenore Klein,
et al. vs. Lehman Brothers, Inc., et al. (Superior Court of New Jersey, Law
Division, Union County, Docket No. Unn-L-5162-96). The complaint was amended on
each of October 18, 1996, December 5, 1997 and January 15, 1998. The
Registrant, additional limited partnerships which were sponsored by The Balcor
Company (together with the Registrant, the "Affiliated Partnerships"), The
Balcor Company, American Express Company, Lehman Brothers, Inc., Smith Barney,
Inc., American Express Financial Advisors, and other affiliated entities and
various individuals are named defendants in the action. The most recent amended
complaint, plaintiffs' Third 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 Affiliated Partnerships, the marketing of interests in the
Affiliated Partnerships and the acquisition of real properties for the
Affiliated Partnerships. The Third Amended Complaint seeks judgment for
compensatory damages equal to the amount invested in the Affiliated
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 Affiliated 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
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No matters were submitted to a vote of the Limited Partners of the Registrant
during 1997.
<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
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Matters
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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, 1997, the number of record holders of Limited Partnership
Interests of the Registrant was 11,481.
Item 6. Selected Financial Data
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Year ended December 31,
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1997 1996 1995 1994 1993
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Total income $3,512,008 $19,030,209 $28,134,122 $30,392,509 $30,159,179
Income(loss) before
gains on sales
of properties,
affiliate's
participation in
joint venture
and extra-
ordinary items 178,509 (415,736) (410,442) (2,814,657) (3,588,955)
Net income 22,350,754 52,406,576 3,004,923 5,572,852 2,809,966
Net income per
Limited Partner-
ship Interest -
Basic and Diluted 152.57 370.59 21.25 39.41 19.87
Total assets 7,455,003 29,290,928 84,442,075 98,385,353 117,468,061
Mortgage notes
payable None 26,039,303 103,293,307 114,779,433 136,404,898
Distributions per
Limited
Partnership
Interest (A) 125.00 160.00 None None None
(A) These amounts include distributions of Original Capital of $125.00 and
$156.00 for 1997 and 1996, respectively.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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<PAGE>
Operations
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Summary of Operations
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Balcor Realty Investors - 84 (the "Partnership") sold two properties during
1995, ten properties during 1996 and its remaining three properties during 1997
and recognized gains for financial statement purposes in connection with the
property sales. The Partnership recognized significant gains in connection with
the ten property sales in 1996 which resulted in the Partnership recognizing
higher net income during 1996 as compared to 1997 and 1995. Further discussion
of the Partnership's operations is summarized below.
1997 Compared to 1996
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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
and recognized gains in connection with these sales totaling $52,611,265.
During 1997, the Partnership sold the Briarwood Place, Courtyards of Kendall
and Somerset Pointe apartment complexes and recognized gains in connection with
these sales totaling $22,126,211. The sales of these properties resulted in
decreases in rental and service income, interest expense on mortgage notes
payable, depreciation, amortization, property operating expense, real estate
taxes and property management fees during 1997 as compared to 1996.
Higher average cash balances were available for investment due to proceeds
received by the Partnership in connection with the 1996 and 1997 property sales
prior to distributions to Limited Partners in January and April 1997. As a
result, interest income on short-term investments increased during 1997 as
compared to 1996.
In connection with the 1997 sale of Somerset Pointe Apartments, 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. In addition, the Partnership recognized other income of $75,904 during
1997 primarily in connection with refunds of prior years' insurance premiums
relating to the Partnership's properties.
Due to the repayment of the short-term loans from an affiliate in March 1996,
interest expense on short-term loans from an affiliate ceased in 1996.
The Partnership paid to the lender a participation fee of $225,000 in
connection with the sale of the Courtyards of Kendall Apartments during 1997.
The lender participation fee represents additional interest paid to the lender
calculated as a percentage of the sale price in excess of the amount specified
in the loan agreement.
The Partnership incurred higher postage and printing costs in connection with
its response to a tender offer during 1996. In addition, the Partnership
incurred higher accounting and portfolio management fees during 1996. These
were the primary reasons for the decrease in administrative expenses during
1997 as compared to 1996.
<PAGE>
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. In addition, in connection with the sale of the Chestnut
Ridge - Phase II Apartments during 1996, the junior loan outstanding from an
affiliate of the General Partner, which had an outstanding balance of
$1,714,747, including accrued interest of $55,552, was forgiven. These amounts
were recognized as extraordinary items and classified as gains on forgiveness
of debt for financial statement purposes.
In connection with the sales of the Somerset Pointe and Briarwood Place
apartment complexes in 1997 and the Antlers, Canyon Sands, Chesapeake, Chimney
Ridge, Quail Lakes, Ridgetree - Phase I, Sunnyoak Village and Woodland Hills
apartment complexes in 1996, the Partnership wrote-off the remaining
unamortized deferred financing expenses in the amounts of $65,211 and $818,320,
respectively. In addition, in connection with the sales of the Chestnut Ridge -
Phase II, Creekwood - Phase I, Quail Lakes and Woodland Hills apartment
complexes in 1996, the Partnership paid $685,380 in prepayment penalties. These
amounts were recognized as extraordinary items and classified as debt
extinguishment expenses for financial statement purposes.
1996 Compared to 1995
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As a result of the ten property sales in 1996 and the sales of the Pinebrook
and Drayton Quarter apartment complexes in 1995, 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.
As a result of the twelve property sales during 1996 and 1995, interest
expense on mortgage notes payable, depreciation expense, amortization
expense, real estate taxes and property management fees 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.
Property operating expense decreased during 1996 compared to 1995 by
approximately $2,663,000 due to the twelve sales during 1996 and 1995. This
decrease was partially offset by approximately $221,000 of 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.
<PAGE>
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 sale of the Pinebrook and Drayton Quarter apartments complexes in
1995, the Partnership recognized gains on sales of $4,080,592 in 1995.
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 1995.
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.
Liquidity and Capital Resources
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The cash position of the Partnership decreased by approximately $3,746,000 as
of December 31, 1997 when compared to December 31, 1996 primarily due to the
payment of distributions to Limited Partners and repayments of mortgage notes
payable in 1997 with net proceeds from the 1996 and 1997 property sales which
were partially offset by the proceeds received from the sale of the
Partnership's remaining three properties during 1997. The Partnership generated
cash totaling approximately $908,000 from its operating activities which
consisted primarily of cash flow generated from the Partnership's properties
prior to their sales, interest income earned on short-term investments and the
collection of certain receivables related to the sold properties, which was
partially offset by the payment of administrative expenses and a lender
participation fee. The Partnership received cash of approximately $38,531,000
from its investing activities consisting of net proceeds received in connection
with the sales of the Partnership's remaining three properties. Financing
activities consisted of distributions of sale proceeds of approximately
$17,500,000 to Limited Partners, the repayment of mortgage notes payable of
approximately $25,233,000, principal payments on mortgage notes payable of
approximately $217,000 and the repayment of the mortgage note payable-affiliate
of approximately $235,000. In addition, in January 1998, the Partnership made a
distribution to Limited Partners of $4,810,779 consisting primarily of Net Cash
Proceeds from the sale of the Briarwood Place Apartments, as discussed below.
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 ten properties. During 1997, the
Partnership sold its remaining three properties, the Somerset Pointe,
Courtyards of Kendall and Briarwood Place apartment complexes. 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 "Item 3. Legal
Proceedings". In the absence of any such contingencies, the reserves will be
<PAGE>
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.
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 sale
agreement for the Somerset Pointe Apartments, $321,937 of the sale proceeds was
retained by the Partnership and was unavailable for distribution until April
1997, at which time the funds were released in full. The available proceeds
were distributed to Limited Partners in April 1997. See Note 10 of Notes to
Financial Statements for additional information.
In June 1997, the Partnership sold the Courtyards of Kendall Apartments in an
all cash sale for $11,000,000. From the proceeds of the sale, the Partnership
paid $8,736,414 to the third party mortgage holder in full satisfaction of the
principal balance of the first mortgage loan, $225,000 to the mortgage holder
as a lender participation fee and $517,375 in selling costs. 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. The available proceeds were distributed to Limited Partners
in October 1997. See Note 10 of Notes to Financial Statements for additional
information.
In November 1997, the Partnership sold the Briarwood Place Apartments in an all
cash sale for $9,800,000. From the proceeds of the sale, the Partnership paid
$5,760,201 to the third party mortgage holder in full satisfaction of the first
mortgage loan and $217,600 in selling costs. The available proceeds were
distributed to Limited Partners in January 1998. See Note 10 of Notes to
Financial Statements for additional information.
Pursuant to the sale agreement for the Woodland Hills Apartments, $250,000 of
the sale proceeds was retained by the Partnership until February 1997. The
funds were released in full in February 1997, at which time the Partnership
paid $234,721 in full satisfaction of the junior mortgage loan from an
affiliate of the General Partner, at a discount of $111,245. See Note 9 of
Notes to Financial Statements for additional information.
Pursuant to the sale agreement for the Chesapeake Apartments, $200,000 of the
sale proceeds was retained by the Partnership and was unavailable for
distribution until June 1997, at which time the funds were released in full.
The Partnership commenced distributions in July of 1996 and made two
distributions totaling $160 per Interest to Limited Partners of which $4 per
Interest was from Net Cash Receipts and $156 per Interest was from Net Cash
Proceeds. During 1997, the Partnership made three distributions totaling $125
per Interest to Limited Partners from Net Cash Proceeds. In January 1998, the
Partnership paid $4,810,779 ($34.36 per Interest) to the holders of Limited
Partnership Interests representing a distribution consisting primarily of Net
Cash Proceeds from the sale of the Briarwood Place Apartments. Including the
January 1998 distribution, Limited Partners have received distributions
totaling $319.36 per $1,000 Interest. Of this amount, $4.00 represents Cash
<PAGE>
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. Investors will not recover a
substantial portion of their original investment.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
See Index to Financial Statements 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, 1997 December 31, 1996
------------------------- -------------------------
Financial Tax Financial Tax
Statements Returns Statements Returns
---------- --------- ---------- ---------
Total assets $7,455,003 $23,449,263 $29,290,928 $19,222,624
Partners' capital
(deficit) accounts:
General Partner None None (991,280) (1,544,850)
Limited Partners 7,314,438 23,324,280 3,454,964 10,513,854
Net income:
General Partner 991,280 1,544,850 524,066 9,382,847
Limited Partners 21,359,474 30,310,426 51,882,510 77,997,769
Per Limited Part-
nership Interest 152.57(A) 216.50 370.59(A) 557.13
(A) Amount represents basic and diluted net income per Limited Partnership
Interest.
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
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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
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(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 John K. Powell, Jr.
Senior Managing Director, Chief Jayne A. Kosik
Financial Officer, Treasurer
and Assistant Secretary
Thomas E. Meador (age 50) 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 member of the board of directors 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 43) joined Balcor in September 1988 and is
responsible for real estate advisory services for Balcor and American Express
Company. Mr. Darragh received masters' degrees in Urban Geography from Queen's
University and in Urban Planning from Northwestern University.
John K. Powell Jr. (age 47) 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 is a member of the board of directors of The Balcor Company. 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 40) 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 Senior Managing Director of The
Balcor Company. Ms. Kosik is a Certified Public Accountant.
<PAGE>
(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 1997.
Item 11. Executive Compensation
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The Registrant paid $2,918 in 1997 with respect to one of the executive
officers and directors of Balcor Partners-XV, the General Partner. The
Registrant has not paid and does not propose to pay any remuneration to the
remaining executive officers and directors of the General Partner. The other
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. 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 information relating to transactions with affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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(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 7.76%
Partnership Partners Limited
Interests Chicago, Partnership
Illinois Interests
Limited Metropolitan 8,043.61 5.75%
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 13.51% 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
-------------- ------------- ----------------
<PAGE>
Limited Partnership
Interests 116 Interests Less than 1%
Relatives of the officers and affiliates of the partners 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.
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 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 Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992 are incorporated herein by reference.
(10) Material Contracts:
(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.
(a)(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.
(a)(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) 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.
(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.
<PAGE>
(d)(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
Quarterly 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.
(e)(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.
(e)(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.
(f)(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 Quarterly 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.
(g)(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.
(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.
(i)(ii) First Amendment to the Agreement of Sale and Escrow Agreement relating
<PAGE>
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.
(i)(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.
(i)(iv) Second 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)(iv) to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1997, is incorporated herein by
reference.
(i)(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.
(i)(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.
(i)(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.
(j)(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.
(j)(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.
(j)(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.
(j)(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.
(j)(v) Fourth Amendment to Agreement of Sale and Escrow Agreement relating to
<PAGE>
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.
(j)(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.
(j)(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.
(j)(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.
(j)(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 1997 is attached hereto.
(b) Reports on Form 8-K: No Reports on Form 8-K were filed during the quarter
ended December 31, 1997.
(c) Exhibits: See Item 14(a)(3) above.
<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
Senior Managing Director and Chief
Financial Officer (Principal
Accounting Officer)
of Balcor Partners-XV,
the General Partner
Date: March 24, 1998
------------------
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,
the General Partner
/s/Thomas E. Meador March 24, 1998
- ---------------------- --------------
Thomas E. Meador
Senior Managing Director and Chief
Financial Officer (Principal
Accounting Officer)
of Balcor Partners-XV,
the General Partner
/s/Jayne A. Kosik March 24, 1998
- ---------------------- --------------
Jayne A. Kosik
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants
Financial Statements:
Balance Sheets, December 31, 1997 and 1996
Statements of Partners' Capital (Deficit), for the years ended December 31,
1997, 1996 and 1995
Statements of Income and Expenses, for the years ended December 31, 1997, 1996
and 1995
Statements of Cash Flows, for the years ended December 31, 1997, 1996 and 1995
Notes to Financial Statements
Financial Statement Schedules 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 of Balcor Realty Investors-84 (An
Illinois Limited Partnership) as listed in the Index of this Form 10-K. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements 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, 1997 and 1996, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.
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. As of December 31, 1997, the Partnership has
disposed of all of its remaining real estate interests. Upon resolution of
the litigation described in Note 13 to the financial statements, the
Partnership intends to cease operations and dissolve.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 20, 1998
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1997 and 1996
ASSETS
1997 1996
--------------- --------------
Cash and cash equivalents $ 7,408,757 $ 11,154,753
Escrow deposits 68,590
Accounts and accrued interest receivable 46,246 1,118,147
Prepaid expenses 74,940
Deferred expenses, net of accumulated
amortization of $562,860 in 1996 88,171
--------------- --------------
7,455,003 12,504,601
--------------- --------------
Investment in real estate:
Land 3,990,086
Buildings and improvements 28,635,248
--------------
32,625,334
Less accumulated depreciation 15,839,007
--------------
Investment in real estate, net of
accumulated depreciation 16,786,327
--------------- --------------
$ 7,455,003 $ 29,290,928
=============== ==============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 83,280 $ 341,315
Due to affiliates 57,285 187,913
Accrued liabilities, principally
real estate taxes 42,465
Security deposits 216,248
Mortgage notes payable 25,702,431
Mortgage note payable - affiliate 336,872
--------------- --------------
Total liabilities 140,565 26,827,244
--------------- --------------
Commitments and contingencies
Limited Partners' capital
(140,000 Interests issued
and outstanding) 7,314,438 3,454,964
General Partner's deficit None (991,280)
--------------- --------------
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1997 and 1996
(Continued)
1997 1996
--------------- --------------
Total partners' capital 7,314,438 2,463,684
--------------- --------------
$ 7,455,003 $ 29,290,928
=============== ==============
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, 1997, 1996 and 1995
Partners' Capital (Deficit) Accounts
-------------- -------------- --------------
General Limited
Total Partner Partners (A)
-------------- -------------- --------------
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
Cash distributions to
Limited Partners (B) (17,500,000) (17,500,000)
Net income for the year
ended December 31, 1997 22,350,754 991,280 21,359,474
-------------- -------------- --------------
Balance at
December 31, 1997 $ 7,314,438 None $ 7,314,438
============== ============== ==============
(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:
1997 1996 1995
------------- ------------- -------------
First Quarter $ 67.00 None None
Second Quarter 48.00 None None
Third Quarter None $ 80.00 None
Fourth Quarter 10.00 80.00 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, 1997, 1996 and 1995
1997 1996 1995
-------------- -------------- --------------
Income:
Rental and service $ 2,757,412 $ 18,666,688 $ 28,010,225
Interest on short-term
investments 426,230 363,521 123,897
Other income 328,366
-------------- -------------- --------------
Total income 3,512,008 19,030,209 28,134,122
-------------- -------------- --------------
Expenses:
Interest on mortgage
notes payable 771,288 5,544,510 8,828,989
Interest on short-term
loans from an affiliate 49,045 568,140
Lender participation fee 225,000
Depreciation 381,353 2,544,366 3,838,532
Amortization of deferred
expenses 22,960 163,862 282,754
Property operating 1,174,052 7,934,800 10,411,317
Real estate taxes 165,771 1,481,427 2,146,633
Property management fees 135,303 956,610 1,393,102
Administrative 457,772 771,325 1,075,097
-------------- -------------- --------------
Total expenses 3,333,499 19,445,945 28,544,564
-------------- -------------- --------------
Income (loss) before gains
on sales of properties,
affiliate's participation
in joint venture and
extraordinary items 178,509 (415,736) (410,442)
Gains on sales of properties 22,126,211 52,611,265 4,080,592
Affiliate's participation in
income from joint venture (755,586)
-------------- -------------- --------------
Income before
extraordinary items 22,304,720 52,195,529 2,914,564
-------------- -------------- --------------
Extraordinary items:
Gains on forgiveness
of debt 111,245 1,714,747 90,359
Debt extinguishment
expenses (65,211) (1,503,700)
-------------- -------------- --------------
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, 1997, 1996 and 1995
(Continued)
1997 1996 1995
-------------- -------------- --------------
Total extraordinary items 46,034 211,047 90,359
-------------- -------------- --------------
Net income $ 22,350,754 $ 52,406,576 $ 3,004,923
============== ============== ==============
Income before
extraordinary items
allocated to General
Partner $ 989,238 $ 521,955 $ 29,145
============== ============== ==============
Income before
extraordinary items
allocated to Limited
Partners $ 21,315,482 $ 51,673,574 $ 2,885,419
============== ============== ==============
Income before
extraordinary items per
Limited Partnership
Interest (140,000 issued
and outstanding) -
Basic and Diluted $ 152.26 $ 369.10 $ 20.61
============== ============== ==============
Extraordinary items
allocated to General
Partner $ 2,042 $ 2,111 $ 904
============== ============== ==============
Extraordinary items
allocated to Limited
Partners $ 43,992 $ 208,936 $ 89,455
============== ============== ==============
Extaordinary items per Limited
Partnership Interest
(140,000 issued and
outstanding) -
Basic and Diluted $ 0.31 $ 1.49 $ 0.64
============== ============== ==============
Net income allocated
to General Partner $ 991,280 $ 524,066 $ 30,049
============== ============== ==============
Net income allocated
to Limited Partners $ 21,359,474 $ 51,882,510 $ 2,974,874
============== ============== ==============
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, 1997, 1996 and 1995
(Continued)
1997 1996 1995
-------------- -------------- --------------
Net income per Limited
Partnership Interest
(140,000 issued and
outstanding) -
Basic and Diluted $ 152.57 $ 370.59 $ 21.25
============== ============== ==============
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, 1997, 1996 and 1995
1997 1996 1995
Operating activities: -------------- -------------- --------------
Net income $ 22,350,754 $ 52,406,576 $ 3,004,923
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Other income (252,462)
Extraordinary items:
Gains on forgiveness
of debt (111,245) (1,714,747) (90,359)
Debt extinguishment
expenses 65,211 818,320
Gains on sales of
properties (22,126,211) (52,611,265) (4,080,592)
Affiliate's
participation in
income from
joint venture 755,586
Depreciation of
properties 381,353 2,544,366 3,838,532
Amortization of
deferred expenses 22,960 163,862 282,754
Net change in:
Escrow deposits 68,590 1,668,574 155,355
Accounts and accrued
interest receivable 1,071,901 (454,545) 217,330
Prepaid expenses 74,940 242,042 (283,187)
Accounts payable (258,035) 124,432 (73,497)
Due to affiliates (130,628) 65,304 (75,213)
Accrued liabilities (33,371) (1,073,821) (68,143)
Security deposits (216,248) (340,880) (25,219)
-------------- -------------- --------------
Net cash provided by
operating activities 907,509 1,838,218 3,558,270
-------------- -------------- --------------
Investing activities:
Proceeds from redemption
of restricted
investment 700,000
Proceeds from sales of
properties 39,633,333 89,127,646 12,390,000
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, 1997, 1996 and 1995
(Continued)
1997 1996 1995
-------------- -------------- --------------
Payment of selling costs $ (1,102,148) $ (2,088,105) $ (610,180)
-------------- -------------- --------------
Net cash provided by
investing activities 38,531,185 87,039,541 12,479,820
-------------- -------------- --------------
Financing activities:
Distributions to Limited
Partners (17,500,000) (22,400,000)
Distributions to joint
venture partner -
affiliate (445,589)
Proceeds from issuance of
mortgage note payable -
affiliate 143,456
Repayment of mortgage note
payable - affiliate (234,721)
Repayment of loans payable
- affiliate (6,623,202) (5,530,000)
Repayment of mortgage
notes payable (25,233,144) (48,441,864) (9,833,903)
Principal payments on
mortgage notes payable (216,825) (987,645) (1,447,264)
Principal payments on
mortgage notes payable -
affiliate (114,600)
Release of financing
escrows 191,548 416,948
-------------- -------------- --------------
Net cash used in
financing activities (43,184,690) (78,117,707) (16,954,408)
-------------- -------------- --------------
Net change in cash and cash
equivalents (3,745,996) 10,760,052 (916,318)
Cash and cash equivalents
at beginning of year 11,154,753 394,701 1,311,019
-------------- -------------- --------------
Cash and cash equivalents
at end of year $ 7,408,757 $ 11,154,753 $ 394,701
============== ============== ==============
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") has retained cash reserves from
the sale of its real estate investments for contingencies which exist or may
arise. The Partnership's operations currently consist of interest income earned
on short-term investments and the payment of administrative expenses.
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 ten properties. During 1997, the
Partnership sold its remaining three properties, the Somerset Pointe,
Courtyards of Kendall and Briarwood Place apartment complexes. 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 13 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. 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 was computed using straight-line and accelerated
methods. Rates used in the determination of depreciation were based upon the
following estimated useful lives:
Buildings and improvements 20 to 30 years
Furniture and fixtures 5 to 7 years
Maintenance and repairs were charged to expense when incurred. Expenditures for
improvements were charged to the related asset account.
As properties were sold, the related costs and accumulated depreciation were
removed from the respective accounts. Any gain or loss on disposition was
recognized in accordance with generally accepted accounting principles.
<PAGE>
(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 recorded its investments in real estate at the lower of cost or
fair value, and periodically assessed, but not less than on an annual basis,
possible impairment to the value of its properties. The General Partner
estimated the fair value of its properties based on the current sales price
less estimated closing costs. Under SFAS 121, the General Partner determined
that no impairment in value had occurred prior to the sales of the properties.
The General Partner considered 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 indicated otherwise.
(d) Deferred expenses consisted of financing fees which were amortized over the
terms of the respective agreements. Upon sale, any remaining unamortized
balance was recognized as debt extinguishment expense and classified as an
extraordinary item.
(e) 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.
(f) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the provisions in the Partnership Agreement.
In order for the capital accounts of the General Partner and Limited Partners
to appropriately reflect their remaining economic interests as provided for in
the Partnership Agreement, income allocations between the partners have been
adjusted for financial statement purposes in 1997.
(g) Cash and cash equivalents include all unrestricted, highly liquid
investments with an original maturity of three months or less. Cash is held or
invested in one financial institution.
(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.
(i) Revenue was recognized on an accrual basis in accordance with generally
accepted accounting principles.
(j) Statement of Financial Accounting Standards, No. 128, "Earnings per Share"
was adopted by the Partnership for the year-ended December 31, 1997 and has
been applied to all prior earnings periods presented in the financial
<PAGE>
statements. Since the Partnership has no dilutive securities, there is no
difference between basic and diluted net income per Limited Partnership
Interest.
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 generally that the General Partner will be
allocated 1% of the profits and losses and the Limited Partners will be
allocated 99% of the profits and losses. For financial statement purposes, in
previous years partners were allocated income and loss in accordance with the
provisions in the Partnership Agreement. In order for the capital accounts of
the General Partner and Limited Partners to appropriately reflect their
remaining economic interests as provided for in the Partnership Agreement,
income allocations between the partners have been adjusted for financial
statement purposes in 1997.
One hundred percent of "Net Cash Receipts" available for distribution was
distributed to the holders of Interests in proportion to their participating
percentages as of the record date for such distributions. There was accrued for
the benefit of the General Partner as its distributive share from operations,
an amount equivalent to 1% of the total Net Cash Receipts distributed, which
was to be paid only out of Net Cash Proceeds.
The Partnership has disposed of all of its real property investments and
distributed available Net Cash Proceeds to the holders of Interests in
accordance with the Partnership Agreement. Under certain circumstances, the
General Partner could have participated in the Net Cash Proceeds of the sale or
refinancing of Partnership properties. The General Partner will not receive
any distributions of Net Cash Receipts or Net Cash Proceeds in accordance with
the provisions of the Partnership Agreement.
5. Mortgage Notes Payable:
Mortgage notes payable at December 31, 1996 consisted of the following:
Carrying
Property Amount of
Pledged as Notes at
Collateral 12/31/96
- --------------- ----------
Mortgage Notes Payable - Non-affiliates:
Apartment Complexes:
Briarwood Place(A) $5,884,841
Courtyards of
Kendall (B) 8,828,599
<PAGE>
Somerset Pointe (C) 10,988,991
----------
Subtotal 25,702,431
----------
Mortgage Note Payable - Affiliates:
Apartment Complex:
Woodland Hills (D) 336,872
-----------
Subtotal 336,872
-----------
Total $26,039,303
============
(A) In November 1997, this property was sold. See Note 10 of Notes to Financial
Statements for additional information.
(B) In June 1997, this property was sold. See Note 10 of Notes to Financial
Statements for additional information.
(C) In January 1997, this property was sold. See Note 10 of Notes to Financial
Statements for additional information.
(D) In November 1996, this property was sold. The Partnership did not receive
sufficient Net Cash Proceeds to fully repay the note. The Partnership repaid
the note at a discount in February 1997 when the $250,000 holdback related to
the sale of the property was released. See Note 10 of Notes to Financial
Statements for additional information.
During 1997, 1996 and 1995 the Partnership incurred interest expense on
mortgage notes payable to non-affiliates of $771,288, $5,403,319 and
$8,605,824 and paid interest expense of $790,028, $5,403,319 and 8,611,797,
respectively. See Note 9 of Notes to Financial Statements for interest paid and
incurred on loans payable to affiliates.
6. Affiliate's Participation in Joint Venture:
The Pinebrook Apartments was owned by the Partnership and an affiliate prior to
its sale in February 1995. 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 the
affiliate's participation. Net distributions of $445,589 were made to the joint
venture partner in 1995.
7. Management Agreements:
The Partnership's properties were under management agreements with a
third-party management company prior to the sale of the properties. These
management agreements provided for annual fees of 5% of gross operating
receipts.
<PAGE>
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 1997 in the financial statements is $9,504,522 less than the
tax income of the Partnership for the same period. The decrease in net income
for financial statement purposes is primarily from the application of
different depreciation methods for generally accepted accounting principals
and tax and their cumulative effect on the properties sold.
9. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are:
Year Ended Year Ended Year Ended
12/31/97 12/31/96 12/31/95
----------------- -------------------- -------------------
Paid Payable Paid Payable Paid Payable
-------- -------- ---------- --------- --------- ---------
Reimbursement
of expenses to
General Partner
at cost:
Accounting $57,003 $12,227 $20,498 $22,640 $ 56,140 $ 4,699
Data processing 14,006 3,629 6,694 None 60,314 5,838
Investor
communications None None None None 6,984 None
Legal 34,345 7,986 20,388 22,519 65,226 9,053
Other 24,371 5,825 5,424 5,991 8,920 370
Portfolio mgmt. 136,763 27,618 122,976 136,763 217,759 32,529
The Partnership participated in an insurance deductible program with other
affiliated partnerships in which the program paid claims up to the amount of
the deductible under the master insurance policies for its properties. The
program was administered by an affiliate of the General Partner who received no
fee for administering the program; however, the General Partner was reimbursed
for program expenses. The Partnership paid premiums to the deductible insurance
program of $32,756 and $192,179, for 1996 and 1995, respectively.
During 1996, the Partnership repaid 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 and 1995, the
Partnership incurred interest expense of $49,045 and $568,140 and paid interest
expense of $119,165 and $566,583 on this loan, 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.
As of December 31, 1996, the Partnership had a junior mortgage loan outstanding
<PAGE>
from The Balcor Company ("TBC"), an affiliate of the General Partner, relating
to the Woodland Hills Apartments in the amount of $345,966, which included
accrued interest of $9,094. The accrued interest was included in accrued
liabilities on the Partnership's balance sheet. In February 1997, the
Partnership paid $234,721 in full satisfaction of this loan, representing a
discount of $111,245 which represents the forgiven portion of the loan. In
September 1996, the junior loan outstanding from TBC relating to the Chestnut
Ridge - Phase II Apartments was increased by $143,456 in order to meet the
minimum Net Cash Proceeds requirements from the sale of this property. The loan
in the amount of $1,714,747, which included accrued interest of $55,552, was
forgiven in connection with the sale of the property. During 1996 and 1995, the
Partnership incurred interest expense of $141,191 and $223,165 and paid
interest expense of $114,812 and $214,521 on these affiliated mortgage loans,
respectively.
10. Property Sales:
(a) In November 1997, the Partnership sold the Briarwood Place Apartment in an
all cash sale for $9,800,000. From the proceeds of the sale, the Partnership
paid $5,760,201 to the third party mortgage holder in full satisfaction of the
first mortgage loan, and paid $217,600 in selling costs. The basis of the
property was $4,205,167, which is net of accumulated depreciation of
$3,442,779. For financial statement purposes, the Partnership recognized a gain
of $5,377,233 from the sale of this property.
b) In June 1997, the Partnership sold the Courtyards of Kendall Apartments in
an all cash sale for $11,000,000. From the proceeds of the sale, the
Partnership paid $8,736,414 to the third party mortgage holder in full
satisfaction of the first mortgage loan, $225,000 to the mortgage holder as a
lender participation fee and $517,375 in selling costs. 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. The basis of the property was $3,580,684, which is net of
accumulated depreciation of $6,681,665. For financial statement purposes, the
Partnership recognized a gain of $6,901,941 from the sale of this property.
c) 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 paid $367,173 in selling costs. The basis of the
property was $8,619,123, which is net of accumulated depreciation of
$6,095,916. For financial statement purposes, the Partnership recognized a gain
of $9,847,037 from the sale of this property.
(d) 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.
(e) 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
<PAGE>
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 by the Partnership from the sale of
this property before repayment of the affiliate loan. 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 $111,245. 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.
(f) 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
of $4,778,294. For financial statement purposes, the Partnership recognized a
gain of $4,053,185 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 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.
(i) 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.
(j) 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
<PAGE>
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.
(k) In June 1996, the Partnership sold the Canyon Sands Apartments in an all
cash sale for $14,650,000. The purchaser of the property 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 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.
(l) In May 1996, the Partnership sold the Antlers Apartments in an all cash
sale for $15,000,000. The purchaser of the property 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.
(m) In February 1996, the Partnership sold the Chimney Ridge Apartments in an
all cash sale for $13,650,000. The purchaser of the property 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.
(n) In July 1995, the Partnership sold the Drayton Quarter Apartments in an all
cash sale for $6,250,000. From the proceeds of the sale, the Partnership paid
$4,775,677 to the third party mortgage holder in full satisfaction of the first
mortgage loan, and paid $400,005 in selling costs. The basis of the property
was $3,584,373, which is net of accumulated depreciation of $2,351,749. For
financial statement purposes, the Partnership recognized a gain of $2,265,622
from the sale of this property.
(o) The Pinebrook Apartments was owned by a joint venture consisting of the
Partnership and an affiliate. The Partnership and the affiliate held
percentages in the joint venture of 51.57% and 48.43%, respectively. In
February 1995, the joint venture sold the property in an all cash sale for
$6,140,000. From the proceeds of the sale, the joint venture paid $5,058,226 to
the third party mortgage holders in full satisfaction of the first, second and
fourth mortgage loans, and paid $210,175 in selling costs. The basis of the
property was $4,114,855, which is net of accumulated depreciation of
$3,364,699. For financial statement purposes, the Partnership recognized a gain
of $1,814,970 from the sale of this property, of which $780,279 was minority
joint venture partner's share.
<PAGE>
11. Extraordinary Items:
(a) In connection with the sales of the Somerset Pointe and Briarwood Place
apartment complexes in 1997, the Partnership wrote-off the remaining
unamortized deferred expenses in the amount of $51,536 and 13,675,
respectively. For financial statement purposes, these amounts were recognized
as debt extinguishment expenses and classified as extraordinary items.
(b) In February 1997, the Partnership paid $234,721 in full satisfaction of the
$345,966 junior mortgage loan from TBC, which included accrued interest of
$9,094 relating to the Woodland Hills Apartments which was sold in November
1996. The repayment resulted in a discount of $111,245 which was recognized as
an extraordinary gain on forgiveness of debt for financial statement purposes.
(c) 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 unamortized deferred expenses in the amount
of $818,320 related to eight of the ten properties sold during 1996. These
amounts were recognized as debt extinguishment expenses and classified as
extraodinary items.
(d) 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 was
recognized as an extraordinary gain on forgiveness of debt for financial
statement purposes.
(e) 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.
12. Other Income:
In connection with the 1997 sale of Somerset Pointe Apartments, 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 for financial statement purposes. In addition, the Partnership recognized
other income during 1997 of $75,904 primarily in connection with refunds of
prior years' insurance premiums relating to the Partnership's properties.
13. 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 and, no
determinations of the merits have been made. It is not determinable at this
<PAGE>
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.
14. Fair Value of Financial Instruments:
The carrying amounts and fair values of the Partnership's financial instruments
at December 31, 1997 and 1996 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 for
mortgage loans with similar terms and maturities, the fair value of the
mortgage notes payable approximated the carrying value.
15. Subsequent Event:
In January 1998, the Partnership made a distribution of $4,810,779 ($34.36 per
Interest) to the holders of Limited Partnership Interests representing a
distribution consisting primarily of Net Cash Proceeds from the sale of the
Briarwood Place Apartments.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 7409
<SECURITIES> 0
<RECEIVABLES> 46
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7455
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 7455
<CURRENT-LIABILITIES> 141
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 7314
<TOTAL-LIABILITY-AND-EQUITY> 7455
<SALES> 0
<TOTAL-REVENUES> 25638
<CGS> 0
<TOTAL-COSTS> 1475
<OTHER-EXPENSES> 862
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 996
<INCOME-PRETAX> 22305
<INCOME-TAX> 0
<INCOME-CONTINUING> 22305
<DISCONTINUED> 0
<EXTRAORDINARY> 46
<CHANGES> 0
<NET-INCOME> 22351
<EPS-PRIMARY> 152.57
<EPS-DILUTED> 152.57
</TABLE>
