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, 1999
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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
- ------------------------------- -------------------
(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
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
-----------------------------
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
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 ]
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 its
interests in real estate. The Registrant sold its final real estate investment
in November 1997. The Registrant has retained a portion of the cash from the
property sales to satisfy obligations of the Registrant as well as to establish
a reserve for contingencies. The timing of the termination of the Registrant
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 Bruss and Masri lawsuits
discussed in "Item 3. Legal Proceedings". Due to this litigation, the
Registrant will not be dissolved and reserves will be held by the Registrant
until the conclusion of such contingencies. There can be no assurances as to
the time frame for the conclusion of all contingencies.
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.
Item 2. Properties
- ------------------
As of December 31, 1999, the Registrant did not own any properties.
In the opinion of the General Partner, the Registrant has obtained adequate
insurance coverage for property liability and property damage matters.
See Notes to Financial Statements for other information regarding former real
property investments.
Item 3. Legal Proceedings
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Bruss et al. vs. Lehman Brothers Inc., et al.
- --------------------------------------------
On January 25, 1999, a proposed class action complaint was filed, Dorothy
Bruss, et al vs. Lehman Brothers, Inc., et al (Superior Court of New Jersey,
Law Division, Essex County, Docket No. L-000898-99). The Partnership, ten
additional limited partnerships which were sponsored by The Balcor Company
(together with the Partnership, the "Affiliated Partnerships"), The Balcor
Company, American Express Company, Lehman Brothers, Inc., Smith Barney, Inc.,
American Express Financial Corporation, and other affiliated entities and 9
individuals were named defendants in the action. Lead counsel representing the
plaintiffs in this case is the same counsel representing the plaintiffs in each
of the Lenore Klein case (now dismissed) and Raymond Masri case (see below).
The Bruss complaint raises largely the same issues as those raised in the
Lenore Klein and the Raymond Masri cases.
Upon the defendants' Motion to Dismiss, the Bruss complaint was dismissed
without prejudice on September 24, 1999. An amended complaint was filed on
November 30, 1999. The amended complaint differs from the original complaint in
that 8 of the 9 individual defendants and American Express Company were deleted
as defendants; the amended complaint also deletes 4 counts for breach of
fiduciary duty, breach of contract, conspiracy and violations of the New Jersey
RICO statute and similar statutes of other states. The amended complaint
alleges, common law fraud, equitable fraud, negligent misrepresentation and
violation of certain New Jersey and other similar state 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 property for the Affiliated
Partnerships. The 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; recovery from the Defendants of all profits received by them as a
result of their alleged actions relating to the Affiliated Partnerships; and
attorneys' fees and other costs.
The defendants filed a new Motion to Dismiss on January 31, 2000. The
defendants intend to vigorously contest this action. No class has been
certified as of this date. Management of each of the defendants believes that
it has meritorious defenses to contest the claims.
Raymond Masri vs. Lehman Brothers, Inc., et al.
- -----------------------------------------------
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 Partnership, twelve additional
limited partnerships which were sponsored by The Balcor Company, three limited
partnerships sponsored by the predecessor of Lehman Brothers, Inc., (together
with the Partnership, 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. Management of each of the defendants believes they
have meritorious defenses to contest the claims.
No activity occurred on this matter during 1999. Plaintiffs' counsel also
represents the plaintiffs in the Dorothy Bruss matter, which is based on the
same set of facts. Raymond Masri is named as an additional plaintiff in the
Dorothy Bruss matter.
Madison Partnership Liquidity Investors XX, et al. vs. The Balcor Company, et
- -----------------------------------------------------------------------------
al.
- ----
Sandra Dee vs. The Balcor Company, et al.
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On May 7, 1999, a proposed class action complaint was filed and on May 13, 1999
was served on the defendants, Madison Partnership Liquidity Investors XX, et
al. vs. The Balcor Company, et al. (Circuit Court, Chancery Division, Cook
County, Illinois, Docket No. 99CH 08972). The General Partner of the
Partnership, the general partners of twenty-one additional limited partnerships
which were sponsored by The Balcor Company, The Balcor Company and one
individual are named as defendants in this action. The Partnership and the
twenty-one additional limited partnerships are referred to herein as the
"Affiliated Partnerships". Plaintiffs are entities that initiated tender offers
to purchase units and, in fact, purchased units in eleven of the Affiliated
Partnerships.
On June 1, 1999, a proposed class action complaint was filed and on August 16,
1999 was served on the defendants, Sandra Dee vs. The Balcor Company, et al.
(Circuit Court, Chancery Division, Cook County, Illinois, Docket No. 99CH
08123). This complaint is identical in all material respects to the Madison
Partnership Liquidity Investors XX, et al. vs. The Balcor Company et al.
complaint filed in May 1999. The defendants filed on September 15, 1999 a
motion to consolidate the Dee case with the Madison Partnership case. On
September 20, 1999, the motion was granted and this case was consolidated with
the Madison Partnership case.
The complaints allege breach of fiduciary duties and breach of contract under
the partnership agreements for each of the Affiliated Partnerships. The
complaints seek the winding up of the affairs of the Affiliated Partnerships,
the establishment of a liquidating trust for each of the Affiliated
Partnerships until a resolution of all contingencies occurs, the appointment of
an independent trustee for each such liquidating trust and the distribution of
a portion of the cash reserves to limited partners. The complaints also seek
compensatory damages, punitive and exemplary damages, and costs and expenses in
pursuing the litigation.
The defendants filed motions to dismiss the complaints on July 14, 1999 and on
September 15, 1999. On January 19, 2000 a hearing on the motions was held and
the class allegations in the complaints were struck regarding the Partnership
and ten of the Affiliated Partnerships in which plaintiffs do not own
interests. In all other respects, the motions to dismiss were denied. While the
court directed the plaintiffs to file an amended complaint by February 18,
2000, as of this date they have yet to do so.
The defendants intend to vigorously contest this action. No class has been
certified as of this date.
4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------
No matters were submitted to a vote of the Limited Partners of the Registrant
during 1999.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
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Matters
- -------
There has not been an established public market for Limited Partnership
Interests and it is not anticipated that one will develop. For information
regarding previous distributions, see "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations - Liquidity and
Capital Resources".
As of December 31, 1999, the number of record holders of Limited Partnership
Interests of the Registrant was 11,491.
Item 6. Selected Financial Data
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Year ended December 31,
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1999 1998 1997 1996 1995
----------- ----------- ---------- ------------- ----------
Total income $124,959 $162,158 $3,512,008 $19,030,209 $28,134,122
(Loss) income before
gains on sales
of properties,
affiliate's
participation in
joint venture
and extra-
ordinary items (119,283) (115,819) 178,509 (415,736) (410,442)
Net (loss) income (119,283) (115,819) 22,350,754 52,406,576 3,004,923
Net (loss) income per
Limited Partner-
ship Interest -
Basic and Diluted (0.85) (0.83) 152.57 370.59 21.25
Total assets 2,457,988 2,484,650 7,455,003 29,290,928 84,442,075
Mortgage notes
payable None None None 26,039,303 103,293,307
Distributions per
Limited
Partnership
Interest (A) None 34.36 125.00 160.00 None
(A) These amounts include distributions of Original Capital of $34.36, $125.00
and $156.00 for 1998, 1997 and 1996, respectively.
Item 7. Management's Discussion and Analysis of Financial Condition and
- -----------------------------------------------------------------------
Results of Operations
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Operations
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Summary of Operations
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The operations of Balcor Realty Investors-84 (the "Partnership") in 1999 and
1998 consisted primarily of administrative expenses which were partially offset
by interest income earned on short-term investments. Primarily as a result of
lower interest income in 1999 and other income recognized in 1998, which was
partially offset by lower administrative expenses in 1999, the Partnership's
net loss increased slightly during 1999 as compared to 1998. The Partnership
sold its three remaining properties in 1997 and recognized gains in connection
with the property sales. As a result of the gains recognized in connection with
the 1997 property sales, the Partnership recognized net income during 1997 as
compared to a net loss during 1998. Further discussion of the Partnership's
operations is summarized below.
1999 Compared to 1998
- ---------------------
As a result of lower interest rates in 1999 and higher average cash balances in
1998 prior to a distribution to Limited Partners in January 1998, interest
income on short-term investments decreased during 1999 as compared to 1998.
The Partnership recognized other income during 1998 primarily due to refunds
received from vendors relating to certain of the properties sold in 1997.
Primarily due to a decrease in accounting fees, administrative expenses
decreased during 1999 as compared to 1998. This decrease was partially offset
by higher accrued legal fees.
1998 Compared to 1997
- ---------------------
In 1997, the Partnership sold its three remaining properties: the Somerset
Pointe, Courtyards of Kendall and Briarwood Place apartment complexes and
recognized aggregate gains on sale of $22,126,211. 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 and 1996 sales of the
Partnership's properties prior to distribution to the Limited Partners in
January and April 1997 and January 1998. This resulted in a decrease in
interest income on short-term investments during 1998 as compared to 1997.
In connection with the sale of Somerset Pointe Apartments 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. In addition, the Partnership recognized other income of
$75,904 during 1997 primarily in connection with a partial refund of prior
years' insurance premiums relating to the Partnership's properties.
In connection with the sale of the Courtyards of Kendall Apartments during
1997, the Partnership paid the lender a participation fee of $225,000. 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.
Administrative expense decreased during 1998 as compared to 1997 primarily due
to lower accounting, portfolio management and professional fees and bank
charges.
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 gain on forgiveness of debt for financial statement purposes.
In connection with the sale of the Somerset Pointe and Briarwood Place
apartment complexes in 1997, the Partnership wrote-off the remaining
unamortized deferred financing fees in the amount of $65,211. 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 $31,000 as of
December 31, 1999 as compared to December 31, 1998 due to cash used in
operating activities for the payment of administrative expenses, which was
partially offset by interest income earned on short-term investments.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all its
interests in real estate. The Partnership sold its final real estate investment
in November 1997. 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 Bruss
and Masri lawsuits discussed in "Item 3. Legal Proceedings". Due to this
litigation, the Partnership will not be dissolved and reserves will be held by
the Partnership until the conclusion of such contingencies. There can be no
assurances as to the time frame for the conclusion of all contingencies.
The Partnership made distributions of Net Cash Proceeds in 1998 and 1997
totaling $34.36 and $125.00 per Limited Partnership Interest, respectively. No
distributions were made in 1999. See Statement of Partners' Capital (Deficit)
for additional information.
Limited Partners have received distributions totaling $319.36 per $1,000
Interest, as well as certain tax benefits. Of this amount, $4.00 represents Net
Cash Receipts from operations and $315.36 represents Net Cash Proceeds. 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.
The Partnership believes that its key vendors were Year 2000 compliant with
respect to the Partnership's operations as of December 31, 1999 and that there
was no material effect on the business, financial position or results of
operations of the Partnership related to Year 2000 issues.
Certain statements in this report constitute "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These
statements may include statements regarding income or losses as well as
assumptions relating to the foregoing.
The forward-looking statements made by the Partnership are subject to known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Partnership to differ from any
future results, performance or achievements expressed or implied by the
forward-looking statements.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
The supplemental financial information specified by Item 305 of Regulation S-K
is not applicable.
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, 1999 December 31, 1998
------------------------ --------------------------
Financial Tax Financial Tax
Statements Returns Statements Returns
------------ ---------- ------------ -----------
Total assets $2,457,988 $18,453,253 $2,484,650 $18,480,809
Partners' capital
accounts:
General Partner None None None None
Limited Partners 2,268,557 18,263,825 2,387,840 18,384,002
Net loss:
General Partner None None None None
Limited Partners (119,283) (120,177) (115,819) (129,499)
Per Limited Part-
nership Interest (0.85)(A) (0.86) (0.83)(A) (0.92)
(A) Amount represents basic and diluted net loss per Limited Partnership
Interest.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
- --------------------
There have been no changes in or disagreements with accountants on any matter
of accounting principles, practices or financial statement disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
(a) Neither the Registrant nor Balcor Partners-XV, its General Partner, has a
Board of Directors.
(b, c & e) The names, ages and business experience of the executive officers
and significant employees of the General Partner of the Registrant are as
follows:
TITLE OFFICERS
Chairman, President and Chief Thomas E. Meador
Executive Officer
Senior Managing Director, Chief Jayne A. Kosik
Financial Officer, Treasurer
and Assistant Secretary
Thomas E. Meador (age 52) 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.
Mr. Meador is on the Board of Directors of AMLI Commercial Properties Trust, a
private real estate investment trust that owns office and industrial buildings
in the Chicago, Illinois area. Mr. Meador was elected to the Board of AMLI
Commercial Properties Trust in August 1998.
Jayne A. Kosik (age 42) joined Balcor in August 1982 and, as Chief Financial
Officer, is responsible for Balcor's financial, human resources and treasury
functions. Ms Kosik is also a member of the board of directors of the Balcor
Company. 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.
(d) There is no family relationship between any of the foregoing officers.
(e) 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 1999 except that Mr. Meador is named, in his capacity as an
officer of Balcor, as a defendant in the Madison/Dee lawsuit described in "Item
3. Legal Proceedings".
Item 11. Executive Compensation
- -------------------------------
The Registrant has not paid and does not propose to pay any remuneration to the
executive officers and directors of the General Partner. The executive 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 8 of Notes to Financial Statements for
information relating to transactions with affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(a) The following entities are the sole Limited Partners which own beneficially
more than 5% of the outstanding Limited Partnership Interests of the
Registrant:
Name and Amount and
Address of Nature of Percent
Beneficial Beneficial of
Title of Class Owner Ownership Class
- --------------------------------------------------------------
Limited WIG 84 10,858.73 7.76%
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
-------------- ------------- ----------------
Limited Partnership
Interests 116 Interests Less than 1%
Relatives of the officers and affiliates of the partners of the General Partner
do not own any additional Interests.
In addition, Balcor LP Corp., an affiliate of the General Partner, holds title
to 175 Limited Partnership Interests in the Partnership due exclusively to
instances in which Limited Partners abandoned title to their Limited
Partnership Interests. Balcor LP Corp. is a nominee holder only of such
Interests and has disclaimed any economic or beneficial ownership in said
Interests. All distributions of cash payable with respect to such Interests
held by Balcor LP Corp. are returned to the Partnership for distribution to
other Limited Partners in accordance with the Partnership Agreement.
(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 8 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.
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.
(27) Financial Data Schedule of the Registrant for 1999 is attached hereto.
(b) Reports on Form 8-K: No Reports on Form 8-K were filed during the quarter
ended December 31, 1999.
(c) Exhibits: See Item 14(a)(3) above.
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 and Financial Officer)
of Balcor Partners-XV,
the General Partner
Date: March 28, 2000
---------------
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 28,2000
- ------------------- --------------
Thomas E. Meador
Senior Managing Director and Chief
Financial Officer (Principal
Accounting and Financial Officer)
of Balcor Partners-XV,
the General Partner
/s/Jayne A. Kosik March 28, 2000
- ----------------- --------------
Jayne A. Kosik
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants
Financial Statements:
Balance Sheets, December 31, 1999 and 1998
Statements of Partners' Capital (Deficit), for the years ended December 31,
1999, 1998 and 1997
Statements of Income and Expenses, for the years ended December 31, 1999, 1998
and 1997
Statements of Cash Flows, for the years ended December 31, 1999, 1998 and 1997
Notes to Financial Statements
Financial Statement Schedules are omitted for the reason that they are
inapplicable or equivalent information has been included elsewhere herein.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Balcor Realty Investors-84:
In our opinion, the accompanying balance sheets and the related statements of
partners' capital (deficit), of income and expenses and of cash flows present
fairly, in all material respects, the financial position of Balcor Realty
Investors 84 An Illinois Limited Partnership (the "Partnership") at December
31, 1999 and 1998, and the results of its operations and its cash flows for
each of the three years in the period ended December 31, 1999, in conformity
with accounting principles generally accepted in the United States. 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 of these statements in accordance with
auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
As described in Note 2 to the financial statements, the partnership agreement
provides for the dissolution of the Partnership upon the occurrence of certain
events, including the disposition of all its interests in real estate. The
Partnership no longer has an ownership interest in any real estate investment.
As described in Note 12, the Partnership has contingencies related to
litigation. Upon resolution of the litigation contingency matters, the
Partnership intends to cease operations and dissolve.
PricewaterhouseCoopers LLP
Chicago, Illinois
March 28, 2000
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1999 and 1998
ASSETS
1999 1998
------------ ------------
Cash and cash equivalents $ 2,446,852 $ 2,477,554
Accounts and accrued interest receivable 11,136 7,096
------------ ------------
$ 2,457,988 $ 2,484,650
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 147,550 $ 65,100
Due to affiliates 41,881 31,710
------------ ------------
Total liabilities 189,431 96,810
------------ ------------
Commitments and contingencies
Limited Partners' capital
(140,000 Interests issued
and outstanding) 2,268,557 2,387,840
General Partner's capital None None
------------ ------------
Total partners' capital 2,268,557 2,387,840
------------ ------------
$ 2,457,988 $ 2,484,650
============ ============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
for the years ended December 31, 1999, 1998 and 1997
Partners' Capital (Deficit) Accounts
------------------------------------------
General Limited
Total Partner Partners (A)
------------- ------------ -------------
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
Cash distributions to
Limited Partners (B) (4,810,779) (4,810,779)
Net loss for the year
ended December 31, 1998 (115,819) (115,819)
------------- ------------ -------------
Balance at
December 31, 1998 2,387,840 None 2,387,840
Net loss for the year
ended December 31, 1999 (119,283) (119,283)
------------- ------------ -------------
Balance at
December 31, 1999 $ 2,268,557 None $ 2,268,557
============= ============ =============
(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:
1999 1998 1997
------------- ------------ -------------
First Quarter None $ 34.36 $ 67.00
Second Quarter None None 48.00
Third Quarter None None None
Fourth Quarter None None 10.00
The accompanying notes are an integral part of the financial statements
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the years ended December 31, 1999, 1998 and 1997
1999 1998 1997
------------- ------------ -------------
Income:
Rental and service $ 2,757,412
Interest on short-term
investments $ 124,959 $ 150,255 426,230
Other 11,903 328,366
------------- ------------ -------------
Total income 124,959 162,158 3,512,008
------------- ------------ -------------
Expenses:
Interest on mortgage
notes payable 771,288
Lender participation fee 225,000
Depreciation 381,353
Amortization of deferred
expenses 22,960
Property operating 1,174,052
Real estate taxes 165,771
Property management fees 135,303
Administrative 244,242 277,977 457,772
------------- ------------ -------------
Total expenses 244,242 277,977 3,333,499
------------- ------------ -------------
(Loss) income before gains
on sales of properties
and extraordinary items (119,283) (115,819) 178,509
Gains on sales of properties 22,126,211
------------- ------------ -------------
(Loss) income before
extraordinary items (119,283) (115,819) 22,304,720
------------- ------------ -------------
Extraordinary items:
Gain on forgiveness of debt 111,245
Debt extinguishment expenses (65,211)
-------------
Total extraordinary items 46,034
------------- ------------ -------------
Net (loss) income $ (119,283) $ (115,819) $ 22,350,754
============= ============ =============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the years ended December 31, 1999, 1998 and 1997
(Continued)
1999 1998 1997
------------- ------------ -------------
(Loss) income before
extraordinary items
allocated to General Partner None None $ 989,238
============= ============ =============
(Loss) income before
extraordinary items
allocated to Limited
Partners $ (119,283) $ (115,819) $ 21,315,482
============= ============ =============
(Loss) income before
extraordinary items per
Limited Partnership
Interest (140,000 issued
and outstanding) -
Basic and Diluted $ (0.85) $ (0.83) $ 152.26
============= ============ =============
Extraordinary items
allocated to General Partner None None $ 2,042
============= ============ =============
Extraordinary items allocated
to Limited Partners None None $ 43,992
============= ============ =============
Extaordinary items per Limited
Partnership Interest
(140,000 issued and
outstanding) -
Basic and Diluted None None $ 0.31
============= ============ =============
Net (loss) income allocated
to General Partner None None $ 991,280
============= ============ =============
Net (loss) income allocated
to Limited Partners $ (119,283) $ (115,819) $ 21,359,474
============= ============ =============
Net (loss) income per Limited
Partnership Interest
(140,000 issued and
outstanding) -
Basic and Diluted $ (0.85) $ (0.83) $ 152.57
============= ============ =============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1999, 1998 and 1997
1999 1998 1997
------------- ------------ -------------
Operating activities:
Net (loss) income $ (119,283) $ (115,819) $ 22,350,754
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
expenses 65,211
Gains on sales of
properties (22,126,211)
Depreciation of
properties 381,353
Amortization of
deferred expenses 22,960
Net change in:
Escrow deposits 68,590
Accounts and accrued
interest receivable (4,040) 39,150 1,071,901
Prepaid expenses 74,940
Accounts payable 82,450 (18,180) (258,035)
Due to affiliates 10,171 (25,575) (130,628)
Accrued liabilities (33,371)
Security deposits (216,248)
------------- ------------ -------------
Net cash (used in) or
provided by operating
activities (30,702) (120,424) 907,509
------------- ------------ -------------
Investing activities:
Proceeds from sales of
properties 39,633,333
Payment of selling costs (1,102,148)
-------------
Net cash provided by
investing activities 38,531,185
-------------
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-84
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1999, 1998 and 1997
(Continued)
1999 1998 1997
------------- ------------ -------------
Financing activities:
Distributions to Limited
Partners $ (4,810,779) $ (17,500,000)
Repayment of mortgage note
payable - affiliate (234,721)
Repayment of mortgage
notes payable (25,233,144)
Principal payments on
mortgage notes payable (216,825)
------------ -------------
Net cash used in
financing activities (4,810,779) (43,184,690)
------------ -------------
Net change in cash and cash
equivalents $ (30,702) (4,931,203) (3,745,996)
Cash and cash equivalents
at beginning of year 2,477,554 7,408,757 11,154,753
------------- ------------ -------------
Cash and cash equivalents
at end of year $ 2,446,852 $ 2,477,554 $ 7,408,757
============= ============ =============
The accompanying notes are an integral part of the financial statements.
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 its
interests in real estate. The Partnership sold its final real estate investment
in November 1997. 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 Bruss
and Masri lawsuits discussed in Note 12 of Notes to Financial Statements. Due
to this litigation, the Partnership will not be dissolved and reserves will be
held by the Partnership until the conclusion of such contingencies. There can
be no assurances as to the time frame for the conclusion of all contingencies.
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.
(c) 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. 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 Partnership calculates the fair value of its financial instruments
based on estimates using present value techniques. The Partnership includes
this additional information in the notes to the financial statements when the
fair value is different than the carrying value of those financial instruments.
When the fair value reasonably approximates the carrying value, no additional
disclosure is made.
(f) In order for the capital account balances to appropriately reflect the
partners' remaining economic interests in the Partnership, the (loss) income
allocations have been adjusted.
(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 is 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 effective for the year ended December 31, 1997.
Since the Partnership has no dilutive securities, there is no difference
between basic and diluted net income (loss) 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 generally provides 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. In order for the capital account
balances to appropriately reflect the partners' remaining economic interests in
the Partnership, the (loss) income allocations have been adjusted.
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. Under certain
circumstances, the General Partner would have participated in the Net Cash
Proceeds of the sale or refinancing of Partnership properties. Since the
required subordination levels were not met, the General Partner has not
received any distributions of Net Cash Receipts or Net Cash Proceeds during the
lifetime of the Partnership.
5. Mortgage Notes Payable:
During 1997, the Partnership incurred interest expense on mortgage notes
payable to non-affiliates of $771,288 and paid interest expense of $790,028.
6. Management Agreements:
The Partnership's properties were managed by 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.
7. 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 loss for 1999 in the financial statements is $894 less than the tax
loss of the Partnership for the same period.
8. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are:
Year Ended Year Ended Year Ended
12/31/99 12/31/98 12/31/97
--------------- ------------- --------------
Paid Payable Paid Payable Paid Payable
-------- -------- ---------- --------- --------- ---------
Reimbursement
of expenses to
General Partner
at cost:
Accounting $7,726 $9,796 $19,925 $7,422 $57,003 $12,227
Data processing 4,798 8,783 2,536 872 5,372 1,664
Legal 3,372 5,438 11,919 4,498 34,345 7,986
Portfolio mgt. 11,690 17,864 50,715 18,918 145,397 29,583
Other None None 5,825 None 24,371 5,825
As of December 31, 1996, the Partnership had a junior mortgage loan outstanding
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. In February 1997, the Partnership paid $234,721 in
full satisfaction of this loan, representing a discount of $111,245 which
represented the forgiven portion of the loan.
Subject to the provisions of the partnership agreement, the Partnership has
agreed to advance the legal fees incurred by the General Partner in defending
the Madison Partnership lawsuit discussed in Note 12 of Notes to Financial
Statements.
9. Property Sales:
(a) 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 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.
10. 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. The loan was related 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.
11. Other Income:
(a) The Partnership recognized other income in 1998 primarily due to refunds
received from vendors relating to certain of the properties sold in 1997.
(b) 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 a partial refund of prior years' insurance premiums relating to
the Partnership's properties.
12. Contingencies:
(a) The Partnership is currently involved in two related lawsuits, Masri vs.
Lehman Brothers, Inc., et al. and Bruss, et al. vs. Lehman Brothers, Inc., et
al., 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. A plaintiff class has
not been certified in either action. With respect to the Masri case, no
determinations upon any significant issues have been made. The Bruss complaint
was filed on January 25, 1999. On September 24, 1999, the court granted the
defendants' motion to dismiss the complaint for failure to state a cause of
action. The Plaintiffs filed an amended complaint on November 30, 1999. The
defendants have filed a motion to dismiss the complaint for failure to state a
cause of action. The defendants continue to vigorously contest these actions.
It is not determinable at this time how the outcome of either action will
impact the remaining cash reserves of the Partnership. The Partnership believes
it has meritorious defenses to contest the claims.
(b) In May 1999, a lawsuit was filed, Madison Partnership Liquidity Investors
XX, et al. vs. The Balcor Company, et al. whereby the General Partner and
certain affiliates have been named as defendants. The plaintiffs are entities
that initiated tender offers to purchase and, in fact, purchased units in
eleven affiliated partnerships. The complaint alleges breach of fiduciary
duties and breach of contract under the partnership agreement and seeks the
winding up of the affairs of the Partnership, the establishment of a
liquidating trust, the appointment of an independent trustee for the trust and
the distribution of a portion of the cash reserves to limited partners. On June
1, 1999, a second lawsuit was filed and was served on August 16, 1999, Sandra
Dee vs. The Balcor Company, et al. The Dee complaint is virtually identical to
the Madison Partnership complaint and on September 20, 1999 was consolidated
into the Madison Partnership case. On January 19, 2000, a hearing was held on
the defendants' motion to dismiss the complaint; at the hearing the class
allegations were struck regarding eleven of the partnerships, including the
Partnership. The defendants intend to vigorously contest these actions. It is
not determinable at this time how the outcome of these actions will impact the
remaining cash reserves of the Partnership.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 2447
<SECURITIES> 0
<RECEIVABLES> 11
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2458
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2458
<CURRENT-LIABILITIES> 189
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2269
<TOTAL-LIABILITY-AND-EQUITY> 2458
<SALES> 0
<TOTAL-REVENUES> 125
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 244
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (119)
<INCOME-TAX> 0
<INCOME-CONTINUING> (119)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (119)
<EPS-BASIC> (0.85)
<EPS-DILUTED> (0.85)
</TABLE>
