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, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________ to __________
Commission file number 0-13233
BALCOR PENSION INVESTORS-V
(Exact name of registrant as specified in its charter)
Illinois 36-3254673
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Balcor Plaza
4849 Golf Road, Skokie, Illinois 60077-9894
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 677-2900
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
Balcor Pension Investors-V (the "Registrant") is a limited partnership formed
in 1983 under the laws of the State of Illinois. The Registrant raised
$219,652,500 from sales of Limited Partnership Interests. The Registrant's
operations currently consist of investment in wrap-around mortgage loans and
first mortgage loans and, to a lesser extent, other junior mortgage loans. The
Registrant is also currently operating eight properties acquired through
foreclosure. All information included in this report relates to this industry
segment.
The Registrant originally funded a net of thirty-four loans. During 1993, two
of these loans were prepaid in full, and prior to 1993, sixteen of these loans
were prepaid in full, two were partially prepaid and one was partially prepaid
and partially written-off. A portion of the Mortgage Reductions generated by
the prepayments was reinvested by the Registrant in five mortgage loans and an
additional funding on an existing loan, and a portion was distributed to
Limited Partners. The remainder was added to the Registrant's working capital
reserves. The Registrant acquired three properties through foreclosure during
1993 and six in prior years, one of which was subsequently sold. The Registrant
also reclassified a loan as an investment in joint venture - affiliate in prior
years. As of December 31, 1993, the Registrant has eleven loans in its
investment portfolio, an investment in joint venture - affiliate and owns the
eight properties described under Item 2. Properties.
As a result of the current weak real estate markets in certain cities and
regions of the country, certain borrowers have requested that the Registrant
allow prepayment of mortgage loans. The General Partner considers each of these
requests individually and may allow prepayments in certain cases. In addition,
certain borrowers have failed to make payments when due to the Registrant for
more than ninety days and, accordingly, these loans have been placed on non-
accrual status (income is recorded only as cash payments are received). The
General Partner has negotiated with some of these borrowers regarding
modifications of the loan terms and has instituted foreclosure proceedings
under certain circumstances. Such foreclosure proceedings may be delayed by
factors beyond the General Partner's control such as bankruptcy filings by
borrowers and state law procedures regarding foreclosures.
In addition, certain loans made by the Registrant have been restructured to
defer and/or reduce interest payments where the properties collateralizing the
loans were generating insufficient cash flow to support property operations and
debt service. In the case of most loan restructurings, the Registrant receives
concessions, such as increased participations or additional interest accruals,
in return for modifications, such as deferral or reduction in basic interest
payments. There can be no assurance, however, that the Registrant will receive
actual benefits from the concessions.
As of December 31, 1993, the 45 West 45th Street, Fairview Plaza I and II,
Springwells and Villa Medici loans had been placed on non-accrual status and,
except Fairview Plaza I and II, are also classified in substantive foreclosure.
The funds advanced by the Registrant for these four loans totaled approximately
$23,830,000, representing approximately 12% of original funds advanced.
Mortgage loans are subject to the risk of default, in which event the
Registrant has the added responsibility of foreclosing and protecting its
investment. As of December 31, 1993, the Registrant had acquired nine
properties through foreclosure, one of which has been sold. Many rental markets
continue to remain extremely competitive; therefore, the General Partner's
goals are to maintain high occupancy levels, while increasing rents where
possible, and to monitor and control operating expenses and capital improvement
requirements at the properties. The properties owned at December 31, 1993
represent approximately 35% of original funds advanced.
The first mortgage loan collateralized by the Villa Medici Apartments, located
in Overland Park, Kansas and the junior mortgage loans collateralized by the
Springwells Park Apartments, located in Dearborn, Michigan, were placed in
default by the Registrant. The borrowers each filed for protection under the
U.S. Bankruptcy Code. See Item 3. Legal Proceedings for additional information.
In March 1993, the borrower of the wrap-around mortgage loan collateralized by
Valley West Shopping Center prepaid the loan in full, and in April 1993, the
Registant received a settlement for the remaining amount owed on the Lake Worth
Mobile Home Park loan. See Item 7. Liquidity and Capital Resources for
additional information.
During 1993, the Registrant made successful bids at foreclosure sales for the
Plantation, Granada and Waldengreen apartment complexes. The Plantation and
Granada apartment complexes were acquired subject to the existing underlying
mortgage loans, both of which matured and were repaid during 1993. See Item 7.
Liquidity and Capital Resources for additional information.
In July 1993, the Registrant purchased the first mortgage loan collateralized
by the Waldengreen Apartments, leaving the Registrant with the senior lien on
the property, which was subsequently acquired at a foreclosure sale during
September 1993. Additionally, in February 1994, the Registrant prepaid the
underlying mortgage loan collateralized by The Glades on Ulmerton Apartments.
See Item 7. Liquidity and Capital Resources for additional information.
The Registrant and three affiliated partnerships (together, the
"Participants"), previously funded a $23,000,000 loan to 45 West 45th Street
Office Building, New York, New York (the "Property"), of which the Registrant's
share is $5,000,000 (approximately 22%). In September 1991, the loan was
placed in default. Pursuant to a cash management agreement entered into
between the Participants and the borrower, cash flow from property operations
is received by the Participants and recognized as interest income. In May
1993, the Participants cashed a letter of credit which provided partial
collateral for the loan, of which the Registrant's share was approximately
$105,000. The Participants intend to file foreclosure proceedings during 1994.
Extensive repairs were undertaken at The Glades on Ulmerton apartment complex
due to severe roof leaks which damaged apartment floors and walls and rendered
many of the apartments uninhabitable. Non-recurring repair and maintenance
expenditures were incurred at the property totaling approximately $458,000
during 1992 and $1,172,000 during 1993. These repairs were completed during the
fourth quarter of 1993. As of December 31, 1993, the property occupancy rate
had increased to 95%.
During February 1994, the Seven Trails West Apartments loan matured and was
subsequently placed in default when the borrower failed to pay the amounts due
to the Registrant. The General Partner is currently negotiating an extension of
this loan. See Item 7. Liquidity and Capital Resources for additional
information.
Historically, real estate investments have experienced the same cyclical
characteristics affecting most other long-term investments. For this reason and
based upon past loss experience for similar loans and prevailing economic
conditions in the market in which the collateral properties are located, the
Registrant has established allowances for potential losses on loans, loans in
substantive foreclosure and real estate held for sale in the amount of
$5,957,614, $1,200,000 and $6,055,000, respectively. Such allowances may be
adjusted from time to time based on prevailing economic conditions and the
General Partner's analysis of the specific loans and real estate in the
Registrant's portfolio.
The officers and employees of Balcor Mortgage Advisors-V, the General Partner
of the Registrant, and its affiliates perform services for the Registrant. The
Registrant currently has 40 full-time and 4 part-time employees engaged in its
operations.
Item 2. Properties
As of December 31, 1993, the Registrant owns the eight properties described
below:
Location Description of Property
Dallas, Texas Comerica Plaza: two four-story office buildings
containing approximately 113,000 square feet.
Tampa, Florida Granada Apartments: a 110-unit apartment complex
located on approximately 8 acres.
Arlington, Texas Huntington Meadows: a 250-unit apartment complex
located on approximately 11.4 acres.
Alameda County, California International Teleport: a two-story office
building containing approximately 120,000 square
feet.
Temple Terrace, Florida Plantation Apartments: a 126-unit apartment
complex located on approximately 7.9 acres.
Largo, Florida The Glades on Ulmerton: a 304-unit apartment
complex located on approximately 18.3 acres.
Lakewood, Colorado Union Tower: a fourteen-story office building
containing approximately 196,000 square feet.
Orlando, Florida Waldengreen Apartments: a 276-unit apartment
complex located on approximately 15 acres.
The Registrant also holds a minority joint venture interest in the Whispering
Hills Apartments located in Overland Park, Kansas.
In the opinion of the General Partner, the Registrant has provided for adequate
insurance coverage for its real estate investment properties.
See Notes to Financial Statements for other information regarding these
properties.
Item 3. Legal Proceedings
(a & b) Williams proposed class action
In February 1990, a proposed class-action complaint was filed, Paul Williams
and Beverly Kennedy, et al. vs. Balcor Pension Investors, et al., Case No.: 90-
C-0726 (U. S. District Court, Northern District of Illinois) against the
Registrant, the General Partner, The Balcor Company, Shearson Lehman Hutton,
Inc., American Express Company, other affiliates, and seven affiliated limited
partnerships (the "Related Partnerships") as defendants. Several parties have
since been joined as additional named plaintiffs. The complaint alleges that
the defendants violated Federal securities laws with regard to the adequacy and
accuracy of disclosure of information in respect of the offering of limited
partnership interests of the Registrant and the Related Partnerships and also
alleges breach of fiduciary duty, fraud, negligence and violations under the
Racketeer Influenced and Corrupt Organizations Act. The complaint seeks
compensatory and punitive damages. The defendants filed their answer,
affirmative defenses and a counterclaim to the complaint. The defendants'
counterclaim asserts claims of fraud and breach of warranty against plaintiffs,
as well as a request for declaratory relief regarding certain defendants'
rights under their partnership agreements to be indemnified for their expenses
incurred in defending the litigation. The defendants seek to recover damages
to their reputations and business as well as costs and attorneys' fees in
defending against the claims brought by plaintiffs.
In May 1993, the Court issued an opinion and order denying the plaintiffs'
motion for class certification based in part on the inadequacy of the
individual plaintiffs representing the proposed class. Further, the Court
granted defendants' motion for sanctions and ordered that plaintiffs' counsel
pay the defendants' attorneys fees incurred with the class certification
motion. The defendants have filed a petition for reimbursement of their fees
and costs from plaintiffs' counsel, which remains pending.
A motion filed by the plaintiffs is currently pending seeking to dismiss the
defendants' counterclaim for fraud. In July 1993, the Court gave the
plaintiffs leave to retain new counsel. In September 1993, the plaintiffs
retained new counsel and filed a new amended complaint and motion for class
certification which named three new class representatives. The defendants have
conducted discovery with respect to the new representatives and, on February
16, 1994, filed a response to the plaintiffs' latest motion for class
certification. The motion is expected to be briefed by March 30, 1994.
The defendants intend to continue vigorously contesting this action. As of
this time, no plaintiff class has been certified. Management of each of the
defendants believes they have meritorious defenses to contest the claims.
Whispering Hills Apartments
Balcor Mortgage Advisors, Inc. ("BMA"), acting as nominee for the Registrant
and an affiliate (together, the "Participants"), previously funded a
$15,700,000 first mortgage loan (the "Loan") to three individuals (jointly, the
"Borrower"), collateralized by a first mortgage on the Whispering Hills
Apartments, Overland Park, Kansas. The Registrant funded $3,925,000 (25%) of
the Loan.
In March 1988, the Borrower filed suit against the entities from whom they
bought the property (the "Seller"), alleging negligence, breach of warranty and
fraudulent misrepresentation arising from construction defects at the property,
and requesting either monetary damages or rescission of the Borrower's purchase
of the property (the "Construction Case"). During May 1988, BMA intervened in
the Construction Case and asserted claims for damages. In January 1992, the
Court awarded BMA and the Borrower $4,586,844 and $3,897,522, respectively, but
did not order rescission of the property. The Seller appealed the Court's
decision and, additionally, in April 1992, the Seller and its general partner
each filed for protection under Chapter 11 of the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Eastern District of California, In re Catwil
Corporation (Case No.: 92-91348) and In re Sixty-Ninth Street Associates (Case
No.:92-91349) (together, the "Bankruptcy Case"). Due to these bankruptcy
proceedings, the Participants have been unable to collect on the judgment and
have filed a proof of claim in the Bankruptcy Case.
In October 1989, two insurance carriers for the Seller filed a petition for
declaratory judgment (the "Insurance Case") in the District Court of Johnson
County, Kansas, Civil Court Department, Case No. 89-C-11370, Industrial
Indemnity Insurance Company, et al. v. Catwil Corporation, et al., claiming no
obligation to pay any portion of the judgment in the Construction Case. BMA
and the Borrower intervened in this action and filed a motion for summary
judgment against the insurance companies which was granted in part in February
1993. In December 1993, BMA and the Borrower reached a settlement with the
insurance companies pursuant to which one of them will pay BMA and the Borrower
a total of $1,000,000. As part of the settlement, the Participants and the
Borrower have agreed to dismiss the Construction Case and withdraw their claims
in the Bankruptcy Case. The settlement is subject to the approval of the
Bankruptcy Court and is expected to be finalized during the second quarter of
1994. The entire $1,000,000 settlement will be paid to BMA, and applied to the
outstanding amount due under the Loan.
Additionally, in December 1991, BMA and the Borrower filed a suit against the
Seller and additional related parties, in the Superior Court of California, San
Joaquin County, Balcor Mortgage Advisors, Inc., et al. vs. Sixty Ninth Street
Associates, et. al. Case No. 239584, alleging fraudulent transfers of assets
and seeking $2,000,000 in compensatory damages, a return of the improperly
transferred funds, punitive damages and costs. In November 1993, BMA and the
Borrower entered into a settlement agreement with the defendants whereby the
defendants paid BMA the sum of $125,000 in full satisfaction of BMA's claims
against them, and the case was dismissed. This amount was applied to the
amount due under the Loan.
Villa Medici Apartments
The Registrant previously funded a $10,850,000 loan ("Loan") to Wiston XXIV
Limited Partnership (the "Borrower"), collateralized by a first mortgage on
Villa Medici Apartments. In February 1991, the Loan was placed in default. In
March 1991, the Borrower filed for protection under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of Kansas, In re
Wiston XXIV Limited Partnership (Case No.: 91-40410-11). The Registrant filed
a motion to proceed with a foreclosure of the property, which was granted by
the Bankruptcy Court. In October 1992, the Registrant commenced foreclosure
proceedings against the Borrower in the District Court of Johnson County,
Kansas, Balcor Pension Investors-V vs. Wiston XXIV Limited Partnership, et al.,
Case No. 92-C-11570, and a receiver was appointed by the court to manage the
property. In April 1993, the Bankruptcy Court denied confirmation of the
borrower's plan of reorganization and the borrower appealed. Subsequently, the
Bankruptcy Court issued an order preventing the Registrant from proceeding with
the foreclosure action while the appeal is pending. A ruling on the appeal is
not expected until the latter half of 1994.
Additionally, in November 1991, the Registrant filed an action against the
general partners of the Borrower ("Principals"), for misappropriation of
property funds, in the Circuit Court of Cook County, Illinois, Balcor Pension
Investors-V v. Robert L. Thompson and Wiston Management, Inc., (Case No.: 91 L
18444). Pursuant to a court order, the Registrant received the amount
initially sought and is now receiving net cash flow from the property on a
current basis. The Registrant continues to review materials to determine
whether all property funds are accounted for.
Springwells Park Apartments
In April 1985, the Registrant funded a $12,500,000 loan collateralized by a
first mortgage on Springwells Park Apartments (the "Property"). Upon the
partial repayment of the loan in 1990, the Registrant received three promissory
notes evidencing the remaining balance of $3,300,000. In February 1993, one of
the notes, in the amount of $2,300,000 which is collateralized by a second
mortgage on the Property, was placed in default and, in May 1993, the
Registrant commenced foreclosure proceedings in the Circuit Court of Wayne
County, Michigan, Balcor Pension Investors-V vs. Springwells Properties Limited
Partnership, et. al., Case No.: 93-313288CH, and filed a claim against the
borrower and a principal of the borrower (the "Guarantor") to enforce a
guarantee by the Guarantor. In May 1993, the borrower filed a counterclaim
against the Registrant alleging lender liability claims and requesting
unspecified damages. The terms of the Registrant's note require the consent of
the new first mortgage holder prior to a foreclosure of the Property by the
Registrant. The first mortgage holder would not grant its consent, and as a
result, in July 1993, the Registrant withdrew its request for foreclosure and
the appointment of a receiver. However, the complaint filed on the guarantee
was not released and the Registrant continues to pursue the Guarantor under the
$2,300,000 note. Proceedings on these matters continue and are in the
discovery phase.
The new first mortgage holder commenced non-judicial foreclosure proceedings in
October 1993. On December 6, 1993, the borrower filed for protection under
Chapter 11 of the U.S. Bankruptcy Code (In re Springwell Properties Limited
Partnership, U.S. Bankruptcy Court for the Eastern District of Michigan, Case
No.: 93-53186-G). The new first mortgage holder has filed a motion to lift the
stay imposed by the bankruptcy court on the foreclosure proceedings. No hearing
on this motion has been scheduled at this time.
The remaining two notes held by the Registrant aggregate approximately
$700,000. The Registrant commenced litigation in November 1992 against the
Guarantor under these two notes, which are collateralized by a second mortgage
on other real property owned by an affiliate of the borrower ("Affiliate") and
which have been in default since 1990, to enforce a guarantee by the Guarantor
(Balcor Pension Investors-V vs. Springwell Properties Limited Partnership and
Anthony S. Brown, Circuit Court of Cook County, Case No.: 92-L-13994). This
litigation is currently in the discovery phase.
The Affiliate then filed for protection in March 1993, under Chapter 11 of the
U.S. Bankruptcy Code (In re Aspen Hotel Partners Limited Partnership, U.S.
Bankruptcy Court for the Eastern District of Michigan, Case No.: 93-42354).
The Registrant has filed a proof of claim in this case. In February 1994, a
plan of reorganization was confirmed by the court. The Registrant received
$45,000 in February 1994, and is scheduled to receive $55,000 by May 1, 1994.
Upon receipt of this payment, the Registrant will release the notes and its
lien on this parcel of property. This settlement will have no impact, however,
on the other cases described above.
Item 4. Submission of Matters to a Vote of Security Holders
(a, b,
c & d) No matters were submitted to a vote of the Limited Partners of the
Registrant during 1993.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
There has not been an established public market for Limited Partnership
Interests and it is not anticipated that one will develop. For information
regarding previous distributions, see Financial Statements, Statements of
Partner's Capital and Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources.
As of December 31, 1993, the number of record holders of Limited Partnership
Interests of the Registrant was 41,645.
Item 6. Selected Financial Data
Year ended December 31,
1993 1992 1991 1990 1989
Net interest
income on loans
receivable $10,736,753 $10,625,873 $10,505,134 $12,098,301 $13,490,294
Income from operations of
real estate held
for sale 1,845,385 1,815,619 2,928,056 1,587,139 1,565,534
Provision for po-
tential losses on
loans, real estate
and accrued inter-
est receivable 8,055,000 4,000,000 5,749,082 5,500,000 4,000,000
Interest on short-
term investments 928,837 935,793 1,413,189 2,874,943 2,040,460
Administrative
expenses 1,494,536 1,351,578 1,163,259 683,714 643,494
Net income 10,335,746 7,982,124 8,022,644 9,921,710 11,993,388
Net income per
Limited Partner-
ship Interest 21.17 16.35 16.44 20.33 24.57
Cash and cash
equivalents 23,623,906 24,859,520 19,611,150 29,469,908 28,506,412
Net investment in
loans receivable 38,952,112 53,961,219 75,462,395 97,371,771 124,405,045
Loans in substan-
tive foreclosure 11,548,672 22,100,734 15,361,590 17,485,030 24,909,686
Real estate held
for sale 41,430,697 37,121,109 42,699,025 35,024,205 20,541,371
Investment in
joint venture -
affiliate 3,222,981 3,222,705 2,964,048 2,213,075 1,794,646
Total assets 120,700,542 144,257,526 158,402,349 167,064,706 178,283,565
Distributions to
Limited Partners 28,664,651 14,277,412 21,635,771 24,381,428 22,887,790
Distributions per
Limited Partner-
ship Interest 65.25 32.50 49.25 55.50 52.10
Number of loans 11 15 18 20 22
Properties owned 8 6 5 4 3
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Balcor Pension Investors-V (the "Partnership") is a limited partnership formed
in 1983 to invest in wrap-around mortgage loans and first mortgage loans and,
to a lesser extent, other junior mortgage loans. The Partnership raised
$219,652,500 from sales of Limited Partnership Interests and utilized these
proceeds to fund a net of thirty-four loans. Currently, there are eleven loans
outstanding in the Partnership's portfolio, and the Partnership is operating
eight properties acquired through foreclosure and one investment in a joint
venture with an affiliate.
Operations
Summary of Operations
In March 1993, the borrower of the wrap-around mortgage collateralized by the
Valley West Shopping Center prepaid the loan in full. In connection with this
prepayment, the Partnership received additional interest and participation
income of $7,910,750. As a result, net income increased during 1993 as compared
to 1992. However, the provision for potential losses on loans and real estate
increased during 1993 to provide for further declines in the fair value of
certain properties in the Partnership's portfolio, which partially offset the
increase in net income.
During 1992, the provision for potential losses on loans, real estate and
accrued interest receivable declined as compared to 1991. This was partially
offset by a decrease in income from operations of real estate held for sale
resulting primarily from the sale of the Northland Park Industrial building in
January 1992, which had generated significant income from operations during
1991, and the acquisition of The Glades on Ulmerton apartment complex through
foreclosure in December 1991, which was generating a significant deficit after
debt service payments. Further discussion of the Partnership's operations is
summarized below.
1993 Compared to 1992
Interest income on loans receivable decreased during 1993 as compared to 1992
as a result of a decrease in the total amount of loans outstanding, due to the
foreclosure on the International Teleport office building in October 1992, and
the prepayment of the Imperial Gardens loan in December 1992, the Valley West
loan in March 1993 and the Lake Worth loan in April 1993. This was partially
offset by additional interest income received as a result of the Valley West
and Lake Worth loan prepayments. The Partnership also received significant
participation income from the Valley West loan prepayment in 1993. Interest
expense on loans payable decreased during 1993 as compared to 1992 due to the
prepayment of the Valley West loan and the concurrent repayment of the
underlying mortgage loan.
The Partnership's four non-accrual loans at December 31, 1993 are
collateralized by the 45 West 45th Street Office Building located in New York,
New York; Fairview Plaza I and II Office Building located in Charlotte, North
Carolina; Villa Medici Apartments located in Overland Park, Kansas; and
Springwells Park Apartments located in Dearborn, Michigan. For non-accrual
loans, income is recorded only as cash payments are received from the
borrowers. The funds advanced by the Partnership for
these non-accrual loans totaled approximately $23,830,000, representing
approximately 12% of the original funds advanced. Certain of these non-accrual
loans are collateralized by properties located in areas which are experiencing
weak rental markets due to various factors, including adverse local economic
conditions, which have resulted in declining rental and occupancy rates. The
reduced cash flows from these properties have adversely affected the borrowers'
abilities to make mortgage payments to the Partnership on a timely basis.
During 1993, the Partnership received cash payments totaling approximately
$1,771,000 of net interest income on these four loans. Under the terms of the
original loan agreements, the Partnership would have received approximately
$2,568,000 of net interest income during 1993. Of the loans on non-accrual
status at December 31, 1993, those collateralized by the 45 West 45th Street
Office Building, Springwells Park Apartments and Villa Medici Apartments are
also classified in substantive foreclosure. Loans are classified in substantive
foreclosure when a determination has been made that the borrower has little or
no equity remaining in the collateral property in consideration of its current
fair value, or the Partnership has taken certain actions which result in taking
effective control of operations of the collateral property.
Income from operations of real estate held for sale represents net property
operations generated by the eight properties the Partnership has acquired
through foreclosure. These eight properties comprise approximately 35% of the
Partnership's portfolio based on original funds advanced. The increase in
income generated in 1993 resulting from the foreclosures of the International
Teleport office building in 1992 and the Plantation, Granada and Waldengreen
apartment complexes in 1993, was substantially offset by higher property
operating expenses due to the repair and renovation program at The Glades on
Ulmerton apartment complex and by higher leasing activity at the Union Tower
office building.
The allowance for potential losses provides for potential loan losses and is
based upon loan loss experience for similar loans and for the industry, upon
prevailing economic conditions and the General Partner's analysis of specific
loans in the Partnership's portfolio. While actual losses may vary from time to
time because of changes in circumstances (such as occupancy rates, rental
rates, and other economic factors), the General Partner believes that adequate
recognition has been given to loss exposure in the portfolio at December 31,
1993. The Partnership recognized a provision for potential losses of $2,000,000
for its loans during 1993. In addition, in 1993 a provision of $6,055,000 was
recognized related to the Partnership's real estate held for sale to provide
for further declines in the fair value of certain properties in the
Partnership's portfolio.
As a result of the sale of the Northland Park Industrial building in January
1992, deferred expenses related to this property were fully amortized resulting
in a decrease in amortization expense during 1993 as compared to 1992.
Due to the loan foreclosures and prepayments during 1992 and 1993, the total
amount of loans outstanding decreased, resulting in decreased mortgage
servicing fees during 1993 as compared to 1992.
Higher foreclosure related costs incurred during 1993 were the primary reason
administrative expenses increased during 1993 as compared to 1992.
1992 Compared to 1991
Interest income on loans receivable decreased slightly during 1992 as compared
to 1991. Decreased collections from certain of the loans currently on
non-accrual status and decreased interest income as a result of the foreclosure
of International Teleport in October 1992 were partially offset by the
additional interest income received as a result of the prepayment on the
Imperial Gardens loan in December 1992. The Partnership also received a
prepayment premium in 1992 in connection with this loan. Interest expense on
loans payable decreased primarily due to the reclassification of the interest
expense related to The Glades on Ulmerton Apartments mortgage note payable to
operations of real estate acquired through foreclosure beginning in December
1991. The Partnership's five non-accrual loans at December 31, 1992 were
collateralized by the 45 West 45th Street and Fairview Plaza I and II office
buildings and the Granada, Villa Medici and Waldengreen apartment complexes.
The funds advanced by the Partnership for these non-accrual loans totaled
approximately $30,425,000, representing approximately 16% of the original funds
advanced. During the year ended December 31, 1992, the Partnership received
cash payments totaling approximately $2,182,000 of net interest income on these
five loans. Under the terms of the original loan agreements, the Partnership
would have received approximately $3,724,000 of net interest income during the
year ended December 31, 1992.
Of the loans on non-accrual status at December 31, 1992, the loans
collateralized by the 45 West 45th Street Office Building and the Granada,
Villa Medici and Waldengreen apartment complexes were classified in substantive
foreclosure.
As a result of the sale of the Northland Park Industrial building in January
1992, which had generated significant income from operations during 1991, and
the acquisition of The Glades on Ulmerton apartment complex through foreclosure
in December 1991, which was generating a significant deficit after debt service
payments, income from operations of real estate held for sale decreased during
1992 as compared to 1991. These decreases were partially offset by higher
rental income at the Union Tower office building as a result of higher
occupancy levels in 1992 as compared to 1991. In addition, the Partnership
recognized a gain in 1992 in connection with the sale of the Northland Park
Industrial building.
Primarily as a result of lower interest rates during 1992, interest income on
short-term investments decreased during 1992 as compared to 1991.
The Partnership recognized a provision for potential losses of $4,000,000 for
its loans and real estate during 1992.
As a result of the sale of the Northland Park Industrial building in January
1992, deferred expenses related to this property were fully amortized resulting
in an increase in amortization expense during 1992 as compared to 1991.
As a result of higher legal expenses relating to the Partnership's loans in
default and on non-accrual status, administrative expenses increased during
1992 as compared to 1991.
Participation in income of joint venture - affiliate represents the
Partnership's 25% share of the income of the Whispering Hills Apartments. The
property was vacant during 1990 and early 1991 while repairs were being made to
the property. Leasing commenced in February 1991, and as of December 31, 1992,
the property's occupancy rate had increased to 99%. Property operations during
1992 generated income as compared to a slight loss in 1991. In addition, the
provision for potential losses related to the property was higher in 1992. The
increase in the provision for potential losses resulted in decreased net income
during 1992 as compared to 1991 which decrease was partially offset by improved
property operations during 1992.
Liquidity and Capital Resources
The Partnership's cash flow provided by operating activities during 1993 was
generated by additional interest and participation income received from the
Valley West Shopping Center and the Lake Worth Mobile Home Park loan
prepayments, interest income received from the Partnership's loans receivable
and short-term investments, and cash flow from the operation of the
Partnership's properties held for sale. This cash flow was partially offset by
the payment of administrative expenses and mortgage servicing fees. This cash
flow, as well as cash received from investing activities generated primarily
from the prepayment on the Valley West Shopping Center loan, was mostly
utilized for financing activities consisting of distributions to Limited
Partners and the General Partner, the prepayment of the underlying mortgage
loans on the Valley West Shopping Center and Plantation Apartments, and the
purchase of the underlying mortgage loan on Waldengreen Apartments prior to
acquisition of the property through foreclosure. As of December 31, 1993, the
Partnership had undistributed Mortgage Reductions of approximately $13,513,000,
which have been retained while the Partnership determines its working capital
needs. The Partnership's cash or near cash position also fluctuates during each
quarter, initially decreasing with the payment of Partnership distributions for
the previous quarter, and then gradually increasing each month in the quarter
as mortgage payments and cash flow from property operations are received.
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit or a significant deficit, each after
consideration of debt service payments unless otherwise indicated. A deficit is
considered to be significant once it exceeds $250,000 annually or 20% of the
property's rental and service income. Seven of the eight properties held by the
Partnership at December 31, 1993, are generating positive cash flow, as
compared to four of the five properties held by the Partnership at December 31,
1992. The Union Tower, Comerica Plaza and International Teleport office
buildings and the Huntington Meadows, Plantation, Granada and Waldengreen
apartment complexes have occupancy rates of 98%, 100%, 69%, 94%, 94%, 95% and
99% respectively, which, except for International Teleport which was foreclosed
upon in October 1992, exceed the average occupancy rates in their respective
markets. The average occupancy rate for office buildings in the Alameda,
California area is approximately 81%. The General Partner's goals are to
maintain high occupancy levels, while increasing rents where possible, and to
monitor and control operating expenses and capital improvement requirements at
the properties. The General Partner will also examine the terms of any mortgage
loans collateralized by its properties, and may refinance or, in certain
instances, use Partnership reserves to repay such loans.
The General Partner is taking steps at the International Teleport office
building to improve occupancy, which declined prior to the foreclosure by the
Partnership due to the loss of several large tenants during 1992. The Glades on
Ulmerton apartment complex, located in Largo, Florida, was acquired through
foreclosure in December 1991 and generated a significant cash flow deficit
after debt service payments during 1993 and 1992. The Partnership has completed
a major repair and renovation program for the property aimed at arresting the
deterioration of the property's value and improving the asset's performance.
Approximately $1,172,000 and $458,000 was spent during 1993 and 1992,
respectively, for non-recurring repair and maintenance expenditures which were
completed during the fourth quarter of 1993. As of December 31, 1993, the
property had an occupancy rate of 95% while the average occupancy rate for
apartment complexes in the Largo, Florida area is 93%.
Because of the current weak real estate markets in certain cities and regions
of the country, attributable to local and regional market conditions such as
overbuilding and recessions in local economies and specific industry segments,
certain borrowers have requested that the Partnership allow prepayment of
mortgage loans. The Partnership has allowed some of these borrowers to prepay
such loans, in some cases without assessing prepayment premiums, under
circumstances where the General Partner believed that refusing to allow such
prepayment would ultimately prove detrimental to the Partnership in light of
the probable inability of the properties to generate sufficient revenues to
keep loan payments current. In other cases, borrowers have requested prepayment
in order to take advantage of lower available interest rates. In these cases,
the General Partner evaluates the request for prepayment along with the market
conditions on a case by case basis, and in some cases the Partnership collects
substantial prepayment premiums.
In addition, certain borrowers have failed to make payments when due to the
Partnership for more than ninety days and, accordingly, these loans have been
placed on non-accrual status (income is recorded only as cash payments are
received). The General Partner has negotiated with some of these borrowers
regarding modifications of the loan terms and has instituted foreclosure
proceedings under certain circumstances. Such foreclosure proceedings may be
delayed by factors beyond the General Partner's control such as bankruptcy
filings by borrowers and state law procedures regarding foreclosures. Further,
certain loans made by the Partnership have been restructured to defer and/or
reduce interest payments where the properties collateralizing the loans were
generating insufficient cash flow to support property operations and debt
service. In the case of most loan restructurings, the Partnership receives
concessions, such as increased participations or additional interest accruals,
in return for modifications, such as deferral or reduction of basic interest
payments. There can be no assurance, however, that the Partnership will receive
actual benefits from the concessions.
In March 1993, the Partnership made a successful bid for the Plantation
Apartments at a foreclosure sale, and, in April 1993, received title to the
property. As part of this transaction, the Partnership assumed the underlying
mortgage note, and repaid this loan in full in August 1993. In addition, in
June 1993, the Partnership made a successful bid for the Granada Apartments at
a foreclosure sale and received title to the property. The underlying mortgage
note of $9,220 was repaid in June 1993. Also, in September 1993, the
Partnership made a successful bid for the Waldengreen Apartments at a
foreclosure sale and received title to the property. See Note 7 of Notes to
Financial Statements for additional information on all of these properties. In
July 1993, the Partnership purchased the first mortgage loan collateralized by
the Waldengreen Apartments, leaving the Partnership with a senior lien on the
property. The purchase price was $2,269,702, comprised of the principal
($2,000,000) and accrued interest ($344,576) less the balance of the tax escrow
held by the lender ($74,874).
In March 1993, the borrower of the wrap-around mortgage collateralized by
Valley West Shopping Center located in West Des Moines, Iowa prepaid the loan
in full in the amount of $21,834,548, comprised of the funds advanced on the
loan ($10,472,551), accrued and unpaid interest thereon ($34,032), additional
interest ($1,710,750), the amount representing the difference between the funds
advanced by the Partnership and the outstanding principal balance due on the
underlying loan ($3,417,215) and participation in the appreciation of the
property ($6,200,000). The funds advanced by the Partnership represented the
difference between the wrap-around loan receivable of $36,000,000 and the
original balance of the underlying mortgage note payable of $25,527,449. The
underlying mortgage note payable which had a current balance of $22,110,234 was
also prepaid.
In April 1993, the Partnership received $3,150,000 from the borrower on the
Lake Worth Mobile Home Park loan as settlement in full on amounts owed to the
Partnership. In September 1989, the borrower had prepaid the original principal
balance of the loan and a portion of the accrual interest. The Partnership also
received a $5,000,000 second mortgage note from the borrower which represented
additional accrual interest and prepayment premiums due at the prepayment date.
The Partnership had previously recorded $1,000,000 of this note in the
financial statements which represented the balance of accrual interest
recognized prior to the date of the prepayment.
In December 1993, the Partnership purchased a 4.75 acre unimproved parcel of
land adjacent to Granada Apartments in Tampa, Florida from unaffiliated parties
for a purchase price of $52,873. The General Partner believes this parcel will
enhance the sale potential of Granada Apartments.
In February 1994, the Seven Trails West Apartments loan matured and was placed
in default when the borrower failed to repay the loan. The General Partner is
negotiating a two year extension of this loan on substantially the same terms
as the previously modified loan. In addition, during February 1994, the
Partnership prepaid the underlying mortgage on The Glades on Ulmerton
Apartments.
The loan collateralized by the Villa Medici apartment complex was placed in
default by the Partnership in 1991. The borrower subsequently filed for
protection under the U.S. Bankruptcy Code. In addition, in April 1993, the
Partnership accelerated the second mortgage loan collateralized by the
Springwells Park Apartments. During December 1993, the borrower filed for
protection under the U.S. Bankruptcy Code. See Item 3. Legal Proceedings for
additional information.
The Partnership and three affiliated partnerships (together, the
"Participants"), previously funded a $23,000,000 loan to 45 West 45th Street
Office Building, New York, New York (the "Property"), of which the
Partnership's share is $5,000,000 (approximately 22%). In September 1991, the
loan was placed in default. Pursuant to a cash management agreement entered
into between the Participants and the borrower, cash flow from property
operations is received by the Participants and recognized as interest income.
In May 1993, the Participants cashed a letter of credit which provided partial
collateral for the loan, of which the Partnership's share was approximately
$105,000. The Participants intend to file foreclosure proceedings during 1994.
The loan collateralized by the Noland Fashion Square shopping center located in
Independence, Missouri, is recorded by the Partnership as an investment in an
acquisition loan. The Partnership has recorded its share of the collateral
property's operations as equity in loss from investment in acquisition loan.
The Partnership's share of operations has no effect on the cash flow of the
Partnership. Amounts representing contractually required debt service are
recorded as interest income.
Distributions to Limited Partners can be expected to fluctuate for various
reasons. Generally, distributions are made from Cash Flow generated by interest
and other payments made by borrowers under the Partnership's mortgage loans and
by the operations of the Partnership's properties. Loan prepayments and
repayments can initially cause Cash Flow to increase as prepayment premiums and
participations are paid; however, thereafter, prepayments and repayments will
have the effect of reducing Cash Flow. If such proceeds are distributed,
Limited Partners will receive a return of capital and the dollar amount of Cash
Flow available for distribution thereafter can be expected to decrease.
Distribution levels can also vary as loans are placed on non-accrual status,
modified or restructured and, if the Partnership has taken title to properties
through foreclosure or otherwise, as a result of property operations.
The Partnership made distributions totaling $65.25 per Interest during 1993 as
compared to $32.50 per Interest during 1992 and $49.25 per Interest in 1991.
See Statements of Partners' Capital. Distributions were comprised of $42.00 of
Cash Flow and $23.25 of Mortgage Reductions in 1993, $30.00 of Cash Flow and
$2.50 of Mortgage Reductions in 1992 and $24.75 of Cash Flow and $24.50 of
Mortgage Reductions in 1991. Cash Flow distributions increased in 1993 as
compared to 1992 and 1991 due to two loan prepayments in 1993 and one loan
prepayment and one property sale in 1992. Total distributions increased between
1993 and 1992 and decreased between 1992 and 1991 due to the distribution to
Limited Partners of the Mortgage Reductions received from loan prepayments and
the property sale. To date, including the distribution in January 1994, Limited
Partners have received cumulative cash distributions of $438.60 per $500
Interest. Of this amount, $333.25 has been cash flow from operations and
$105.35 represents a return of original capital.
In January 1994, the Partnership made a distribution of $3,953,745 ($9.00 per
Interest) to the holders of Limited Partnership Interests for the fourth
quarter of 1993. This distribution includes a regular quarterly distribution of
$4.00 per Interest from Cash Flow and a special distribution of $5.00 per
Interest from Cash Flow. The level of the regular quarterly distribution
remained the same as the third quarter of 1993. In addition, during October
1993, the Partnership paid $146,435 to the General Partner as its distributive
share of the Cash Flow distributed for the third quarter of 1993 and made a
contribution of $48,812 to the Early Investment Incentive Fund.
The General Partner presently expects to continue making cash distributions
from the Cash Flow generated from property operations and by the receipt of
mortgage payments, less payments on the underlying loans, fees to the General
Partner and administrative expenses. The General Partner believes it has
retained, on behalf of the Partnership, an appropriate amount of working
capital to meet current cash or liquidity requirements which may occur.
In 1993, the Financial Accounting Standards Board issued Statement No. 114,
"Accounting by Creditors for Impairment of a Loan." This statement addresses
accounting by creditors for impairment of loans and also eliminates the
classification of loans as "in substantive foreclosure." This statement has
been adopted by the Partnership as of January 1, 1994, and will not have a
material impact on the financial position or results of operations of the
Partnership.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values. The Partnership's use of
participations for loans receivable is intended to provide a hedge against the
impact of inflation; sharing in cash flow or rental income and/or the capital
appreciation of the properties securing the loans should result in increases in
the total yields on the loans as inflation rises.
Item 8. Financial Statements and Supplementary Data
See Index to Financial Statements and Financial Statement Schedules in this
Form 10-K.
The supplemental financial information specified by Item 302 of Regulation S-K
is not applicable.
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 Mortgage Advisors-V, 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:
Name Title
Marvin H. Chudnoff Chairman
Thomas E. Meador President and Chief Operating Officer
Allan Wood Executive Vice President, Chief
Financial Officer and Chief Accounting
Officer
Alexander J. Darragh Senior Vice President
Robert H. Lutz, Jr. Senior Vice President
Michael J. O'Hanlon Senior Vice President
Gino A. Barra First Vice President
Daniel A. Duhig First Vice President
David S. Glasner First Vice President
Josette V. Goldberg First Vice President
G. Dennis Hartsough First Vice President
Lawrence B. Klowden First Vice President
Alan G. Lieberman First Vice President
Lloyd E. O'Brien First Vice President
Brian D. Parker First Vice President
John K. Powell, Jr. First Vice President
Jeffrey D. Rahn First Vice President
Reid A. Reynolds First Vice President
Marvin H. Chudnoff (April 1941) joined Balcor in March 1990 as Chairman. He
has responsibility for all strategic planning and implementation for Balcor,
including management of all real estate projects in place and financing and
sales for a varied national portfolio valued in excess of $6.5 billion. Mr.
Chudnoff also holds the position of Vice Chairman of Edward S. Gordon Company
Incorporated, New York, a major national commercial real estate firm, which he
joined in 1983. He has also served on the Board of Directors of Skippers, Inc.
and Acorn Inc., both publicly held companies, and of Waxman Laboratories of Mt.
Sinai Hospital, New York. Mr. Chudnoff has been a guest lecturer at the
Association of the New York Bar and at Yale and Columbia Universities.
Thomas E. Meador (July 1947) joined Balcor in July 1979. He is President and
Chief Operating Officer and has responsibility for all ongoing day-to-day
activities at Balcor. He is a Director of The Balcor Company. 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.
Allan Wood (January 1949) joined Balcor in August 1983 and, as Balcor's Chief
Financial Officer and Chief Accounting Officer, is responsible for all
financial and administrative functions. He is directly responsible for all
accounting, treasury, data processing, legal, risk management, tax and
financial reporting activities. He is also a Director of The Balcor Company.
Mr. Wood is a Certified Public Accountant. Prior to joining Balcor, he was
employed by Price Waterhouse where he was involved in auditing public and
private companies.
Alexander J. Darragh (February 1955) joined Balcor in September 1988 and has
primary responsibility for the Portfolio Advisory Group. He is responsible for
due diligence analysis in support of asset management, institutional advisory
and capital markets functions as well as for Balcor Consulting Group, Inc.,
which provides real estate advisory services to Balcor affiliated entities and
third party clients. In addition, Mr. Darragh has supervisory responsibility
of Balcor's Investor Services Department. Mr. Darragh received masters degrees
in Urban Geography from Queens University and in Urban Planning from
Northwestern University.
Robert H. Lutz, Jr. (September 1949) joined Balcor in October 1991. He is
President of Allegiance Realty Group, Inc., formerly known as Balcor Property
Management, Inc. and, as such, has primary responsibility for all its
management and operations. He is also a Director of The Balcor Company. From
March 1991 until he joined Balcor, Mr. Lutz was Executive Vice President of
Cousins Properties Incorporated. From March 1986 until January 1991, he was
President and Chief Operating Officer of The Landmarks Group, a real estate
development and management firm. Mr. Lutz received his M.B.A. from Georgia
State University.
Michael J. O'Hanlon (April 1951) joined Balcor in February 1992 as Senior Vice
President in charge of Asset Management, Investment/Portfolio Management,
Transaction Management and the Capital Markets Group which includes sales and
refinances. From January 1989 until joining Balcor, Mr. O'Hanlon held
executive positions at Citicorp in New York and Dallas, including Senior Credit
Officer and Regional Director. He holds a B.S. degree in Accounting from
Fordham University, and an M.B.A. in Finance from Columbia University. He is a
full member of the Urban Land Institute.
Gino A. Barra (December 1954) joined Balcor's Property Sales Group in September
1983. He is First Vice President of Balcor and assists with the supervision of
Balcor's Asset Management Group, Transaction Management, Quality Control and
Special Projects.
Daniel A. Duhig (October 1956) joined Balcor in November 1986 and is
responsible for various asset management matters relating to investments made
by Balcor and its affiliated partnerships, including negotiations for
modifications or refinancings of real estate mortgage investments and the
disposition of real estate investments.
David S. Glasner (December 1955) joined Balcor in September 1986 and has
primary responsibility for special projects relating to investments made by
Balcor and its affiliated partnerships and risk management functions. Mr.
Glasner received his J.D. degree from DePaul University College of Law in June
1984.
Josette V. Goldberg (April 1957) joined Balcor in January 1985 and has primary
responsibility for all human resources matters relating to Balcor personnel,
including training and development, employment, salary and benefit
administration, corporate communications and the development, implementation
and interpretation of personnel policy and procedures. Ms. Goldberg also
supervises Balcor's payroll operations and Human Resources Information Systems
(HRIS). In addition, she has supervisory responsibility for Balcor's
Facilities, Corporate and Field Services and Telecommunications Departments.
Ms. Goldberg has been designated as a Senior Human Resources Professional
(SHRP).
G. Dennis Hartsough (October 1942) joined Balcor in July 1991 and is
responsible for asset management matters relating to all investments made by
Balcor and its affiliated partnerships in office and industrial properties.
From July 1989 until joining Balcor, Mr. Hartsough was Senior Vice President of
First Office Management (Equity Group) where he directed the firm's property
management operations in eastern and central United States. From June 1985 to
July 1989, he was Vice President of the Angeles Corp., a real estate management
firm, where his primary responsibility was that of overseeing the company's
property management operations in eastern and central United States.
Lawrence B. Klowden (March 1952) joined Balcor in November 1981 and is
responsible for supervising the administration of the investment portfolios of
Balcor and its loan and equity partnerships. Mr. Klowden is a Certified Public
Accountant and received his M.B.A. degree from DePaul University's Graduate
School of Business.
Alan G. Lieberman (June 1959) joined Balcor in May 1983 and is responsible for
the Property Sales and Capital Markets Groups. Mr. Lieberman is a Certified
Public Accountant.
Lloyd E. O'Brien (December 1945) joined Balcor in April 1987 and has
responsibility for the operations and development of Balcor's Information and
Communication systems. Mr. O'Brien received his M.B.A. degree from the
University of Chicago in 1984.
Brian D. Parker (June 1951) joined Balcor in March 1986 and is responsible for
Balcor's corporate and property accounting, treasury, budget activities and
corporate purchasing. Mr. Parker is a Certified Public Accountant and holds an
M.S. degree in Accountancy from DePaul University and an M.A. degree in Social
Service Administration from the University of Illinois.
John K. Powell, Jr. (June 1950) joined Balcor in September 1985 and is
responsible for Balcor Consulting Group, Inc. which provides real estate
advisory services to Balcor affiliated entities and third party clients. Mr.
Powell received a Master of Planning degree from the University of Virginia.
Jeffrey D. Rahn (June 1954) joined Balcor in February 1983 and has primary
responsibility for Balcor's Asset Management Department. He is responsible for
the supervision of asset management matters relating to equity and loan
investments held by Balcor and its affiliated partnerships. Mr. Rahn received
his M.B.A. degree from DePaul University's Graduate School of Business.
Reid A. Reynolds (April 1950) joined Balcor in March 1981 and is involved with
the asset management of residential properties for Balcor. Mr. Reynolds is a
licensed Real Estate Broker in the State of Illinois.
(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 1993.
Item 11. Executive Compensation
(a, b, c,
d & e) The Registrant has not paid and does not propose to pay any
compensation, retirement or other termination of employment benefits to any of
the five most highly compensated executive officers of the General Partner.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) No person owns of record or is known by the Registrant to own beneficially
more than 5% of the outstanding Limited Partnership Interests of the
Registrant.
(b) Balcor Mortgage Advisors-V and its officers and partners own as a group
through the Early Investment Incentive Fund and otherwise the following Limited
Partnership Interests of the Registrant:
Amount
Beneficially
Title of Class Owned Percent of Class
Limited Partnership 15,332 Interests 3.49%
Interests
Relatives and affiliates of the officers and partners of the General Partner do
not own any 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 9 of Notes to Financial Statements for information relating to
transactions with affiliates.
See Note 2 of Notes to Financial Statements for information relating to the
Partnership Agreement and the allocation of distributions and profits and
losses.
(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 and Financial Statement Schedules in
this Form 10-K.
(3) Exhibits:
(3) The Amended and Restated Agreement of Limited Partnership and Amended and
Restated Certificate of Limited Partnership of Balcor Pension Investors-V
previously filed as Exhibit 3 and 4.1, respectively, to Amendment No. 1 dated
January 16, 1984 to the Registrant's Registration Statement on Form S-11
(Registration No. 2-87662) are incorporated herein by reference.
(4) Form of Confirmation regarding Interests in the Registrant set forth as
Exhibit 4.2 to the Registrant's Report on Form 10-Q for the quarter ended
June 30, 1992 (Commission File No. 0-13233) is incorporated herein by
reference.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended December 31, 1993.
(c) Exhibits: See Item 14(a)(3) above.
(d) Financial Statement Schedules: See Index to Financial Statements and
Financial Statement Schedules in this Form 10-K.
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 PENSION INVESTORS-V
By: /s/ Allan Wood
Allan Wood
Executive Vice President, and Chief
Accounting and Financial Officer
(Principal Accounting and Financial
Officer) of Balcor Mortgage Advisors-V,
the General Partner
Date: March 30, 1994
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 and Chief Executive
Officer (Principal Executive
Officer) of Balcor Mortgage
/s/ Thomas E. Meador Advisors-V, the General Partner March 30, 1994
Thomas E. Meador
Executive Vice President, and Chief
Accounting and Financial Officer
(Principal Accounting and Financial
Officer) of Balcor Mortgage
/s/ Allan Wood Advisors-V, the General Partner March 30, 1994
Allan Wood
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Report of Independent Auditors
Financial Statements:
Balance Sheets, December 31, 1993 and 1992
Statements of Partners' Capital, for the years ended December 31, 1993, 1992
and 1991
Statements of Income and Expenses, for the years ended December 31, 1993, 1992
and 1991
Statements of Cash Flows, for the years ended December 31, 1993, 1992 and 1991
Notes to Financial Statements
Schedules:
I - Marketable Securities - Other Investments, as of December 31, 1993
X - Supplementary Income Statement Information, for the years ended December
31, 1993, 1992 and 1991
Schedules, other than those listed, are omitted for the reason that they are
inapplicable or equivalent information has been included elsewhere herein.
REPORT OF INDEPENDENT AUDITORS
To the Partners of
Balcor Pension Investors-V
We have audited the accompanying balance sheets of Balcor Pension Investors-V
(An Illinois Limited Partnership) as of December 31, 1993 and 1992, and the
related statements of partners' capital, income and expenses and cash flows for
each of the three years in the period ended December 31, 1993. Our audits also
included the financial statement schedules listed in the Index at Item 14(a).
These financial statements and schedules are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and schedules 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 Pension Investors-V at
December 31, 1993 and 1992, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1993, in
conformity with generally accepted accounting principles. Also, in our opinion,
the related financial statement schedules, when considered in relation to the
basic financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
/s/ Ernst & Young
Ernst & Young
Chicago, Illinois
March 17, 1994
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1993 and 1992
ASSETS
1993 1992
------------- -------------
Cash and cash equivalents $ 23,623,906 $ 24,859,520
Escrow deposits - restricted 379,685 122,381
Accounts and accrued interest receivable 1,285,486 2,723,712
Deferred expenses, net of accumulated
amortization of $172,787 in 1993
and $137,053 in 1992 257,003 146,146
------------- -------------
25,546,080 27,851,759
------------- -------------
Investment in loans receivable:
Loans receivable - wrap-around and first
mortgages 45,482,975 83,770,927
Investment in acquisition loan 8,587,042 8,664,085
Less:
Loans payable - underlying mortgages 9,160,291 32,082,793
Allowance for potential loan losses 5,957,614 6,391,000
------------- -------------
Net investment in loans receivable 38,952,112 53,961,219
Loans in substantive foreclosure (net of
allowance of $1,200,000 in 1993) 11,548,672 22,100,734
Real estate held for sale (net of allowance
of $6,055,000 in 1993) 41,430,697 37,121,109
Investment in joint venture - affiliate 3,222,981 3,222,705
------------- -------------
95,154,462 116,405,767
------------- -------------
$120,700,542 $144,257,526
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts and accrued interest payable $ 266,687 $ 219,349
Due to affiliates 136,721 89,601
Other liabilities, principally escrow deposits
and accrued real estate taxes 927,341 658,933
Security deposits 290,169 236,327
Mortgage notes payable 2,245,353 5,840,049
------------- -------------
Total liabilities 3,866,271 7,044,259
Partners' capital (439,305 Limited Partnership
Interests issued and outstanding) 116,834,271 137,213,267
------------- -------------
$120,700,542 $144,257,526
============= =============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
for the years ended December 31, 1993, 1992 and 1991
Partners' Capital Accounts
-----------------------------------------
General Limited
Total Partner Partners
------------- ------------- -------------
Balance at December 31, 1990 $159,794,121 $ (1,430,612) $161,224,733
Cash distributions (A) (22,843,860) (1,208,089) (21,635,771)
Net income for the year ended
December 31, 1991 8,022,644 802,264 7,220,380
------------- ------------- -------------
Balance at December 31, 1991 144,972,905 (1,836,437) 146,809,342
Cash distributions (A) (15,741,762) (1,464,350) (14,277,412)
Net income for the year ended
December 31, 1992 7,982,124 798,212 7,183,912
------------- ------------- -------------
Balance at December 31, 1992 137,213,267 (2,502,575) 139,715,842
Cash distributions (A) (30,714,742) (2,050,091) (28,664,651)
Net income for the year ended
December 31, 1993 10,335,746 1,033,575 9,302,171
------------- ------------- -------------
Balance at December 31, 1993 $116,834,271 $ (3,519,091) $120,353,362
============= ============= =============
(A) Summary of cash distributions paid per Limited Partnership Interest:
1993 1992 1991
------------- ------------- -------------
First quarter $ 6.25 $ 6.25 $ 11.00
Second quarter 46.00 11.25 10.75
Third quarter 9.00 8.75 21.25
Fourth quarter 4.00 6.25 6.25
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the years ended December 31, 1993, 1992 and 1991
1993 1992 1991
------------- ------------- -------------
Income:
Interest on loans receivable,
loans in substantive
foreclosure and from
investment in acquisition
loans $ 12,035,758 $ 13,990,146 $ 14,221,182
Less interest on loans
payable - underlying
mortgages 1,299,005 3,364,273 3,716,048
------------- ------------- -------------
Net interest income on
loans receivable 10,736,753 10,625,873 10,505,134
Income from operations of
real estate held for sale 1,845,385 1,815,619 2,928,056
Interest on short-term
investments 928,837 935,793 1,413,189
Participation income 6,277,197 48,224
Participation in income of
joint venture - affiliate 358,755 368,723 471,015
------------- ------------- -------------
Total income 20,146,927 13,794,232 15,317,394
------------- ------------- -------------
Expenses:
Provision for potential
losses on loans, real
estate and accrued
interest receivable 8,055,000 4,000,000 5,749,082
Amortization of deferred
expenses 35,734 95,646 48,391
Mortgage servicing fees 148,867 218,359 241,228
Administrative 1,494,536 1,351,578 1,163,259
------------- ------------- -------------
Total expenses 9,734,137 5,665,583 7,201,960
------------- ------------- -------------
Income before equity in loss from
investment in acquisition loans 10,412,790 8,128,649 8,115,434
Equity in loss from investment
in acquisition loans (77,044) (146,525) (92,790)
------------- ------------- -------------
Net income $ 10,335,746 $ 7,982,124 $ 8,022,644
============= ============= =============
Net income allocated to
General Partner $ 1,033,575 $ 798,212 $ 802,264
============= ============= =============
Net income allocated to
Limited Partners $ 9,302,171 $ 7,183,912 $ 7,220,380
============= ============= =============
Net income per Limited
Partnership Interest (439,305
issued and outstanding) $ 21.17 $ 16.35 $ 16.44
============= ============= =============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1993, 1992 and 1991
1993 1992 1991
------------- ------------- -------------
Operating activities:
Net income $ 10,335,746 $ 7,982,124 $ 8,022,644
Adjustments to reconcile net
income to net cash provided
by operating activities:
Equity in loss from
investment in acquisition
loans 77,044 146,525 92,790
Participation in income of
joint venture - affiliate (358,755) (368,723) (471,015)
Provision for potential
losses on loans, real
estate and accrued
interest receivable 8,055,000 4,000,000 5,749,082
Amortization of deferred
expenses 35,734 95,646 48,391
Accrued interest income
due at maturity (837,826) (737,769) (744,530)
Collection of interest
income due at maturity 616,266 581,287
Net change in:
Escrow deposits -
restricted (257,304) 411,475 575,142
Accounts and accrued
interest receivable 1,438,226 (1,408,076) 58,073
Accounts and accrued
interest payable 47,338 (2,145,149) 2,194,868
Due to affiliates 47,120 3,346 8,045
Other liabilities 268,408 (500,726) (68,471)
Security deposits 53,842 73,378 97,509
------------- ------------- -------------
Net cash provided by
operating activities 19,520,839 8,133,338 15,562,528
------------- ------------- -------------
Investing activities:
Capital contributions to joint
venture - affiliate (5,625) (56,689) (279,958)
Distributions from joint
venture - affiliate 364,104 166,755
Collection of principal
payments on loans receivable
and loans in substantive
foreclosure 37,341,491 6,213,222 136,141
Additions to real estate (733,315) (390,320) (874,354)
Payment of expenses on real
estate held for sale (344,577) (108,561) (148,721)
Proceeds from sale of real
estate 15,075,828
------------- ------------- -------------
Net cash provided by or used
in investing activities 36,622,078 20,900,235 (1,166,892)
------------- ------------- -------------
Financing activities:
Distributions to Limited
Partners (28,664,651) (14,277,412) (21,635,771)
Distributions to General
Partner (2,050,091) (1,464,350) (1,208,089)
Principal payments on loans
payable - underlying
mortgages (812,268) (2,731,218) (1,180,984)
Repayment of loans payable -
underlying mortgages (22,110,234)
Principal payments on mortgage
notes payable (99,776) (123,664) (229,550)
Repayment of mortgage notes
payable (3,494,920) (5,088,361)
Payment of deferred expenses (146,591) (100,198)
------------- ------------- -------------
Net cash used in financing
activities (57,378,531) (23,785,203) (24,254,394)
------------- ------------- -------------
Net change in cash and cash
equivalents (1,235,614) 5,248,370 (9,858,758)
Cash and cash equivalents at
beginning of period 24,859,520 19,611,150 29,469,908
------------- ------------- -------------
Cash and cash equivalents at
end of period $ 23,623,906 $ 24,859,520 $ 19,611,150
============= ============= =============
The accompanying notes are an integral part of the financial statements.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) The Partnership records wrap-around mortgage loans at the face amount of
the mortgage instrument which includes the outstanding indebtedness of the
borrower under the terms of the underlying mortgage obligation(s). The
underlying mortgage obligation(s) are recorded as a reduction of the
wrap-around mortgage loan and the resulting balance represents the
Partnership's net advance to the borrower. The Partnership is responsible for
making periodic payments to the underlying mortgage lender(s) only to the
extent that payments as required by the wrap-around mortgage agreement are
received by the Partnership from the borrower.
(b) Net interest income on the Partnership's wrap-around mortgage loans is
primarily comprised of the difference between the interest portion of the
monthly payment received from the borrower and the interest portion of the
underlying debt service paid to the mortgage lender(s). This interest is
recorded in the period that it is earned as determined by the terms of the
mortgage loan agreements. Certain mortgage loans also contain provisions for
specific amounts of interest to accrue on a periodic basis and to be paid to
the Partnership upon maturity of the loans. Interest of this type is recognized
only to the extent of the net present value of the total amount due to date.
The accrual of interest is discontinued when payments become contractually
delinquent for ninety days or more unless the loan is in process of collection.
Once a loan has been placed on non-accrual status, income is recorded only as
cash payments are received from the borrower until such time as the borrower
has demonstrated an ability to make payments under the terms of the original or
renegotiated loan agreement.
(c) The Partnership provides for potential loan losses based upon past loss
experience for similar loans and prevailing economic conditions in the
geographic area in which the collateral is located, delinquencies with respect
to repayment terms and the valuation of specific loans in the Partnership's
portfolio.
(d) Under certain circumstances, the Partnership may accept promissory notes in
satisfaction of a borrower's obligations for certain fees upon prepayment of a
loan as required by the loan agreement. These fees include, among other things,
prepayment penalties and participations in the borrower's appreciation in the
collateral property. The Partnership's policy is to record such income on a
cash basis as payments required under the terms of the promissory notes are
received.
(e) Deferred expenses consist of mortgage brokerage fees which are amortized on
a straight-line basis over the term to maturity of the loans and leasing
commissions which are amortized on a straight-line basis over the average term
of the leases to which they apply.
(f) Loans are classified in substantive foreclosure when a determination has
been made that the borrower has little or no equity remaining in the collateral
property in consideration of its current fair value, or the Partnership has
taken certain actions which result in taking effective control of operations of
the collateral property. These loans are on non-accrual status; therefore,
income is recorded only as cash payments are received from the borrower.
(g) Investment in acquisition loans represents first mortgage loans which,
because the loan agreements include certain specified terms, must be accounted
for as an investment in a real estate venture. The investment is therefore
reflected in the accompanying financial statements using the equity method of
accounting. Under this method, the Partnership records its investment at cost
(representing total loan fundings) and subsequently adjusts its investment for
its share of property income or loss.
Amounts representing contractually required debt service are recorded in the
accompanying statements of income and expenses as interest income and
participation income. Equity from investment in acquisition loan represents the
Partnership's share of the collateral properties' operations, including
depreciation and interest expense. The Partnership's share of operations has no
effect on cash flow of the Partnership.
(h) Real estate held for sale and loans in substantive foreclosure are recorded
at the lower of fair value less estimated costs to sell, or cost at the
foreclosure date or substantive foreclosure date, respectively. Any future
declines in fair value will be charged to income and recognized as a valuation
allowance, while subsequent increases in value will reduce the valuation
allowance, but not below zero.
(i) In 1993, the Financial Accounting Standards Board issued Statement No. 114,
"Accounting by Creditors for Impairment of a Loan." This statement addresses
accounting by creditors for impairment of loans and also eliminates the
classification of loans as "in substantive foreclosure." This statement has
been adopted by the Partnership as of January 1, 1994, and will not have a
material impact on the financial position or results of operations of the
Partnership.
(j) Investment in joint venture - affiliate represents the Partnership's 25%
interest, under the equity method of accounting, in a joint venture with an
affiliated partnership. Under the equity method of accounting, the Partnership
records its initial investment at cost and adjusts its investment account for
additional capital contributions, distributions and its share of joint venture
income or loss.
(k) Cash equivalents include all highly liquid investments with a maturity of
three months or less when purchased.
(l) 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.
(m) Several reclassifications have been made to the previously reported 1992
and 1991 statements in order to provide comparability with the 1993 statements.
2. Partnership Agreement:
The Partnership was organized in October 1983. The Partnership Agreement
provides for Balcor Mortgage Advisors-V to be the General Partner and for the
admission of Limited Partners through the sale of Limited Partnership Interests
at $500 per Interest, 439,305 of which were sold on or prior to August 31,
1984, the termination date of the offering.
Pursuant to the Partnership Agreement, all income of the Partnership will be
allocated 90% to the Limited Partners and 10% to the General Partner and all
losses will be allocated 99% to the Limited Partners and 1% to the General
Partner.
To the extent that Cash Flow is generated, distributions will be made as
follows: (i) 90% of such Cash Flow will be distributed to the Limited Partners,
(ii) 7.5% of such Cash Flow will be distributed to the General Partner, and
(iii) an additional 2.5% of such Cash Flow will be distributed to the General
Partner and shall constitute the Early Investment Incentive Fund (the "Fund").
Upon the liquidation of the Partnership, the General Partner will return to the
Partnership for distribution to Early Investors an amount not to exceed the
2.5% share, if necessary for Early Investors to receive a return of their
Original Capital plus a specified Cumulative Return based on the date of
investment.
At the sole discretion of the General Partner, subject to certain limitations,
amounts placed in the Fund have become available to repurchase Interests from
existing Limited Partners. During 1993, the Fund repurchased 4,497 Interests at
a total cost of $1,431,452. The amounts of the repurchases are as follows:
Date Number of
Repurchased Interests Cost
First Quarter 1993 751 $264,099
Second Quarter 1993 140 43,883
Third Quarter 1993 2,371 729,541
Fourth Quarter 1993 1,235 393,929
Distributions of Cash Flow and Mortgage Reductions pertaining to such
repurchased Interests will be paid to the Fund and will be available to
repurchase additional Interests.
3. Investment in Loans Receivable
Loans receivable and loans payable at December 31, 1993 consisted of the
following:
Loans Receivable
Current Current Original Due
Mortgage Monthly Interest Funding Date of Additional
Property Balances(A) Payments Rate Date Loan Interest
Apartments:
Glen Apartments
Falls Church, VA $5,142,293 $41,250 10.00% 2-86 12-97 (B,C,D)
Meadow Run
Fairborn, OH 5,264,258 43,063 13.25% 6-84 7-96 (B,C,D,E)
Seven Trails West
West St. Louis
County, MO 15,250,823 (F) (F) 9-84 (F) (B,D)
Office Building:
Fairview Plaza I & II
Charlotte, NC (G) 7,389,345 (H) (H) 6-84 6-97
Mobile Home Parks:
Club Wildwood
Hudson, FL 5,262,701 49,000 14.00% 9-84 10-96 (B,D)
Four Seasons Estates
Largo, FL 3,208,258 34,375 13.75% 9-84 10-96 (B,D)
Pointe West
Largo, FL 3,965,297 37,125 13.50% 9-84 10-96 (B,D)
-----------
Total $45,482,975
===========
Loans Payable
Underlying Current Current Due
Mortgage Monthly Interest Date of
Property Balances Payments Rate Loan
Apartments:
Glen Apartments
Falls Church, VA $2,614,517 $19,235 7.50% 12-97
Seven Trails West
West St. Louis
County, MO 4,734,753 58,585 8.375% (I)
Office Building:
Fairview Plaza I & II
Charlotte, NC 663,028 23,613 8.75% 7-96
Mobile Home Parks:
Club Wildwood
Hudson, FL 33,237 4,754 9.00% 9-94
Four Seasons Estates
Largo, FL 842,335 12,857 10.125% 10-96
Pointe West
Largo, FL 272,421 7,224 9.00% 10-96
----------
Total $9,160,291
==========
(A) All loans are wrap-around mortgage loans except for Meadow Run which is a
first mortgage loan. The notes receivable balance of the wrap-around mortgage
loans includes the underlying loan balances.
(B) An additional amount of interest accrues on a monthly basis and is payable
to the Partnership upon maturity of the loan, prepayment or upon sale of the
property. This interest is included in the loan balance.
(C) The Partnership will receive participation income in the form of a share of
gross or net income or cash flow of the property above specified levels.
(D) The Partnership will receive a share in the future appreciation of the
property by sharing in the sales price of the property, if it is sold, and/or
by sharing in a percentage of the increase in the appraised value at maturity
over the appraised value on the funding date or the date of the most recent
previous sale.
(E) The Partnership will receive a percentage of the reserve fund at any time
reserve interest is due. The reserve fund is a fund held by the Partnership
pursuant to a pledge agreement, into which the borrower is required to make
monthly payments.
(F) In July 1991, the terms of the loan were modified effective March 1991, and
basic interest was reduced from 12.5% to 10.0%. Under the original terms of
the loan agreement, the Partnership would have earned and received
approximately $2,021,000, $1,883,000 and $1,838,000 during 1993, 1992 and 1991,
respectively. The borrower made interest payments of approximately $1,470,000,
$1,470,000 and $1,531,000 during 1993, 1992 and 1991, respectively, which were
recorded as interest income. The loan matured in February 1994 and was
subsequently placed in default when the borrower failed to pay the amounts due
to the Partnership. The General Partner is currently negotiating an extension
with the borrower on substantially the same terms as the modified loan.
(G) This loan is on non-accrual status; therefore, income is recorded only as
cash payments are received from the borrower.
(H) In January 1992, a modification of this loan was executed. As part of the
modification, the borrower made a principal payment of $1,600,000, and the
Partnership forgave $1,000,000 from the outstanding principal balance. The new
basic interest rate is 9.5% with monthly installments of principal and interest
based on a 30 year amortization schedule through June 1, 1997, the new maturity
date. This loan also originally provided for several types of additional
interest. Under the terms of the modification, the Partnership has waived the
payment of all outstanding accrued interest due to date. Under the original
terms of the loan agreement (adjusted for the $1,600,000 principal payment in
1992), the Partnership would have earned and received approximately $1,045,000,
$1,045,000 and $1,265,000 of interest income during 1993, 1992 and 1991,
respectively. The borrower made interest payments of approximately $625,000,
$638,000 and $1,156,000 during 1993, 1992 and 1991, respectively, which were
recorded as interest income.
(I) The underlying loan matured in February 1994. The Partnership expects to
purchase this loan from the underlying lender on or about March 31, 1994.
4. Loans in Substantive Foreclosure:
Loans in substantive foreclosure at December 31, 1993 consisted of the
following:
Carrying
Property Value
45 West 45th Street
Office Building
New York, NY (A) $ 1,949,672
Springwells Park
Apartments
Dearborn, MI (B) 100,000
Villa Medici
Apartments
Overland Park, KS 9,499,000
------------
Total $ 11,548,672
============
(A) The Partnership and three affiliated partnerships entered into a
participation agreement to fund a $23,000,000 first mortgage loan
collateralized by this property. The Partnership participates ratably in
approximately 22% of the original loan amount and interest income. The loan had
been classified as an acquisition loan, therefore the balance includes the
Partnership's share of the cumulative net loss of the property through December
31, 1992 and is shown net of its adjustment to fair value.
(B) During 1993, $1,133,386 of the allowance for loan losses was used to reduce
the carrying value of the loan to $100,000. Subsequent to this write-down, the
loan was reclassified to loans in substantive foreclosure. The Partnership
received $45,000 from the borrower in February 1994 and is scheduled to receive
$55,000 in May 1994.
5. Investment in Acquisition Loan:
The Partnership and two affiliated partnerships entered into a participation
agreement to fund a $23,300,000 first mortgage loan collateralized by the
Noland Fashion Square Shopping Center. The Partnership participates ratably in
approximately 41% of the original loan amount, interest income and
participation income. As of December 31, 1993, the balance of the loan was
$8,587,042, which includes the partnership's share of the cumulative net loss
of the property after the loan was funded. Current monthly payments of $74,061
are interest only with the entire principal balance due in December 1999.
This loan also provides for several types of additional interest which include
a percentage of the adjusted gross cash flow of the property, a percentage of
the sale price over certain stated amounts and a percentage of the increase in
the appraised value at maturity over the appraised value at funding. Additional
interest amounts payable to the Partnership upon maturity of the loan or sale
of the property are contingent upon certain conditions and, therefore, such
interest has not been accrued.
6. Mortgage Notes Payable:
Mortgage notes payable at December 31, 1993 and 1992 consisted of the
following:
Balance Balance Current Current Due
at at Monthly Interest Date of Balloon
Property 12/31/93 12/31/92 Payments Rate Loan Payment
Real estate held for sale:
The Glades on
Ulmerton Apartments
(carrying value
$4,743,466)(A) $2,245,353 $2,291,079 $21,312 9.25% 7/99 $2,241,349
Granada Apartments
(carrying value
$2,848,979) (B) 54,050
Plantation
Apartments
(carrying value
$3,414,738) (C) 1,494,920
Waldengreen
Apartments
(carrying value
$6,035,166) (D) 2,000,000
---------- ----------
Total $2,245,353 $5,840,049
========== ==========
(A) This loan was modified during April 1992, effective January 1992. The
Partnership assumed the loan based on the existing terms except the interest
rate was increased from 8% to 9.25%. In February 1994, the loan was prepaid.
(B) The Partnership acquired title to this property through foreclosure in June
1993, and the loan fully amortized in June 1993.
(C) The Partnership acquired title to this property through foreclosure in
April 1993. The underlying mortgage was scheduled to mature in August 1992.
Pursuant to negotiations with the lender, the maturity date was extended to
August 1993, at which time the Partnership repaid the loan in full.
(D) The Partnership acquired title to this property through foreclosure in
September 1993. The Partnership purchased the first mortgage loan in July 1993
for $2,269,702, comprised of the principal ($2,000,000) and accrued interest
($344,576) less the balance of the tax escrow held by the lender ($74,874).
During the years ended December 31, 1993, 1992 and 1991, the Partnership
incurred interest expense on mortgage notes payable for properties held during
the year of $275,882, $226,726 and $505,122, and paid interest expense on the
mortgage notes payable of $275,882, $249,357 and $505,122, respectively.
7. Real Estate Held for Sale:
(a) In September 1993, the Partnership received title to Waldengreen Apartments
located in Orlando, Florida. The carrying value of the loan of $5,990,589 has
been capitalized to the basis of the property, as well as expenses incurred in
connection with the foreclosure of $344,577.
(b) In June 1993, the Partnership received title to Granada Apartments located
in Hillsborough County, Florida. The carrying value of the loan of $3,296,106
has been capitalized to the basis of the property, as well as $52,873 used to
acquire vacant land adjacent to the property.
(c) In April 1993, the Partnership received title to Plantation Apartments
located in Temple Terrace, Florida, as a result of the foreclosure sale in
March 1993. The $3,708,168 outstanding loan balance and accounts receivable of
$3,860 were capitalized as part of the basis of the property upon foreclosure.
The Partnership used $56,706 held in escrow to reduce the basis of the property
upon foreclosure. As part of this transaction, the Partnership assumed the
obligation to pay the underlying mortgage note. This property was classified as
real estate held for sale at December 31, 1992.
(d) In October 1992, the Partnership received title to the International
Teleport office building located in Alameda County, California. The $14,000,000
outstanding loan balance and accrued interest of $313,055, together with other
expenses incurred of $104,701 were capitalized as part of the basis of the
property upon foreclosure. The Partnership used $96,274 held in escrow to
reduce the basis of the property upon foreclosure.
(e) In December 1991, the Partnership received title to The Glades on Ulmerton
Apartments located in Largo, Florida. The $6,350,000 outstanding loan balance
and accrued interest due at maturity of $285,030, together with other expenses
paid of $148,721 were capitalized as part of the basis of the property upon
foreclosure. The Partnership used $258,285 held in escrow to reduce the basis
of the property upon foreclosure. As part of this transaction, the Partnership
assumed the obligation to pay the underlying mortgage note.
8. Investment in Joint Venture - Affiliate:
The Partnership has classified the first mortgage loan investment
collateralized by the Whispering Hills Apartments as an equity investment in
joint venture - affiliate. This investment represents a joint venture between
the Partnership and an affiliated partnership. Profits and losses are allocated
25% to the Partnership and 75% to the affiliate.
9. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are:
Year Ended Year Ended Year Ended
12/31/93 12/31/92 12/31/91
Paid Payable Paid Payable Paid Payable
Mortgage servicing fees $153,658 $10,951 $222,651 $15,742 $242,046 $20,034
Property management fees 361,175 39,167 277,401 23,888 135,534 20,576
Reimbursement of expenses
to the General Partner,
at cost:
Accounting 75,896 6,300 76,751 6,197 66,344 8,867
Data processing 150,141 41,698 158,957 12,800 174,991 14,002
Investor communica-
tions 11,381 945 36,557 2,945 23,522 3,144
Legal 12,197 1,012 19,911 1,608 17,136 2,290
Portfolio management 104,608 33,724 89,851 25,716 67,284 16,927
Other 35,224 2,924 9,394 705 3,104 415
10. Property Sale:
In January 1992, the Partnership sold the Northland Park Industrial building,
located in North Kansas City, Missouri for a sale price of $15,350,000. The
carrying basis of the property at the date of sale was $15,063,040. The
Partnership incurred selling expenses of $21,749, and paid a real estate
commission of $150,000 to an unaffiliated broker in connection with the sale. A
portion of the proceeds from the sale were used to prepay the three underlying
mortgage loans totaling $5,088,361 and prepayment fees of $102,423 incurred in
connection with the prepayment of the underlying mortgages. The Partnership
recognized a gain on the sale of the property of $12,788.
11. Contingency:
The Partnership is currently involved in a lawsuit whereby the Partnership and
certain affiliates have been named as defendants alleging certain federal
securities law violations with regard to the adequacy and accuracy of
disclosures of information concerning the offering of the Limited Partnership
Interests of the Partnership. The defendants continue to vigorously contest
this action. As of this time, no plaintiff class has been certified and no
judicial determination has been made. Although the outcome of these matters is
not presently determinable, it is management's opinion that the ultimate
outcome should not have a material adverse affect on the financial position of
the Partnership. Management of the defendants believes they have meritorious
defenses to contest the claims.
12. Subsequent Event:
In January 1994, the Partnership made a distribution of $3,953,745 ($9.00 per
Interest) to the holders of Limited Partnership Interests for the fourth
quarter of 1993. This distribution includes a regular quarterly distribution of
$4.00 per Interest from Cash Flow and a special distribution of $5.00 per
Interest from Cash Flow.
BALCOR PENSION INVESTORS-V
(An Illinois Limited Partnership)
SCHEDULE I - MARKETABLE SECURITIES - OTHER INVESTMENTS
as of December 31, 1993
Col. A Col. B Col. C Col. D Col. E
Amount at
Which Each
Number Portfolio of
of Shares Equity Security
or Units - Market Issues and Each
Principal Value of Other Security
Name of Issuer and Amounts Cost Each Issue Issue Carried
Title of Each Issue of Bonds of Each at Balance in the
and Notes Issue Sheet Date Balance Sheet
Marketable Securities(A)
Commercial Paper:
ABB Treasury Centre Inc.
3.27% due 01/03/94 $1,000,000 $ 998,744 $ 998,744 $ 998,744
Cargill Financial
Services Inc.
6.00% due 01/03/94 5,000,000 4,997,500 4,997,500 4,997,500
A.I. Credit Corp.
3.22% due 01/07/94 1,800,000 1,795,331 1,795,331 1,795,331
A.I. Credit Corp.
3.35% due 01/10/94 250,000 248,534 248,534 248,534
Consolidated Natural Gas
3.30% due 01/18/94 2,000,000 1,989,733 1,989,733 1,989,733
American Cyanamid Co.
3.18% due 01/19/94 1,000,000 996,997 996,997 996,997
USAA Capital Corp.
3.22% due 01/19/94 2,000,000 1,992,666 1,992,666 1,992,666
Cincinnati Bell Inc.
3.20% due 01/20/94 2,000,000 1,994,845 1,994,845 1,994,845
AIG Funding Inc.
3.19% due 01/21/94 4,000,000 3,986,531 3,986,531 3,986,531
Canadian Wheat Bread
3.08% due 01/21/94 2,000,000 1,994,011 1,994,011 1,994,011
Metropolitan Life
Funding Inc.
3.20% due 01/31/94 2,000,000 1,990,756 1,990,756 1,990,756
----------- ----------- ----------- -----------
Total $23,050,000 $22,985,648 $22,985,648 $22,985,648
=========== =========== =========== ===========
(A) Marketable securities are included in cash and cash equivalents on the
balance sheet. Cash of $638,258 is also included in this catagory.
BALCOR PENSION INVESTORS - V
(An Illinois Limited Partnership)
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
for the years ended December 31, 1993, 1992 and 1991
Column A Column B
Item Charged to Costs and Expenses
1993 1992 1991
Maintenance and repairs $2,430,025 $1,142,678 $ 527,451
Real estate taxes 918,190 632,507 727,245
