SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 1997
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
------------ ------------
Commission file number 0-13357
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BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3274349
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Rd., Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1997 and December 31, 1996
(Unaudited)
ASSETS
1997 1996
--------------- ---------------
Cash and cash equivalents $ 2,581,992 $ 10,272,801
Escrow deposits 263,326
Accounts and accrued interest receivable 13,271 100,430
Note receivable 31,878
Prepaid expenses 17,314
Deferred expenses, net of accumulated
amortization of $79,273 in 1996 33,974
--------------- ---------------
2,595,263 10,719,723
--------------- ---------------
Investment in real estate:
Land 778,460
Buildings and improvements 8,051,683
---------------
8,830,143
Less accumulated depreciation 3,684,012
---------------
Investment in real estate, net of
accumulated depreciation 5,146,131
--------------- ---------------
$ 2,595,263 $ 15,865,854
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 15,986 $ 44,904
Due to affiliates 46,473 98,947
Accrued liabilities, principally
real estate taxes 167,154
Security deposits 14,456
Mortgage note payable 5,101,842
--------------- ---------------
Total liabilities 62,459 5,427,303
--------------- ---------------
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1997 and December 31, 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Commitments and contingencies
Limited Partners' capital (52,811
Interests issued and outstanding) 2,595,310 10,501,057
General Partner's deficit (62,506) (62,506)
--------------- ---------------
Total partners' capital 2,532,804 10,438,551
--------------- ---------------
$ 2,595,263 $ 15,865,854
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Income:
Rental $ 692,173 $ 5,079,207
Service 14,592 261,119
Interest on short-term investments 97,557 355,007
--------------- ---------------
Total income 804,322 5,695,333
--------------- ---------------
Expenses:
Interest on mortgage notes payable 256,219 1,469,034
Depreciation 141,606 1,121,429
Amortization of deferred expenses 13,155 53,819
Property operating 439,402 2,109,657
Real estate taxes 107,537 647,820
Property management fees 35,575 320,942
Other expenses 219,839
Administrative 153,538 366,651
--------------- ---------------
Total expenses 1,366,871 6,089,352
--------------- ---------------
Loss before gain on sale of
properties and extraordinary items (562,549) (394,019)
Gain on sale of properties 1,141,112 2,757,299
--------------- ---------------
Income before extraordinary items 578,563 2,363,280
Extraordinary items:
Gain on extinguishment of debt 787,767
Debt extinguishment expense (20,819) (89,179)
--------------- ---------------
Net income $ 557,744 $ 3,061,868
=============== ===============
Income before extraordinary items
allocated to General Partner None $ 23,633
=============== ===============
Income before extraordinary items
allocated to Limited Partners $ 578,563 $ 2,339,647
=============== ===============
Income before extraordinary items
per Limited Partnership Interest
(52,811 issued and outstanding) $ 10.95 $ 44.30
=============== ===============
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Extraordinary items allocated to
General Partner None $ 6,986
=============== ===============
Extraordinary items allocated to
Limited Partners $ (20,819) $ 691,602
=============== ===============
Extraordinary items per Limited
Partnership Interest (52,811
issued and outstanding) $ (0.39) $ 13.10
=============== ===============
Net income allocated to General Partner None $ 30,619
=============== ===============
Net income allocated to Limited Partners $ 557,744 $ 3,031,249
=============== ===============
Net income per Limited Partnership Interest
(52,811 issued and outstanding) $ 10.56 $ 57.40
=============== ===============
Distributions to Limited Partners $ 8,463,491 $ 17,955,740
=============== ===============
Distributions per Limited Partnership
Interests (52,811 issued and outstanding)$ 160.26 $ 340.00
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Income:
Rental $ 89,531 $ 1,388,142
Service 2,702 47,088
Interest on short-term investments 31,675 80,534
--------------- ---------------
Total income 123,908 1,515,764
--------------- ---------------
Expenses:
Interest on mortgage notes payable 37,548 412,216
Depreciation 19,704 330,091
Amortization of deferred expenses 1,831 14,030
Property operating 84,804 757,702
Real estate taxes 14,044 139,121
Property management fees 5,220 69,553
Administrative 29,096 75,875
--------------- ---------------
Total expenses 192,247 1,798,588
--------------- ---------------
Loss before gain on sale of
properties and extraordinary item (68,339) (282,824)
Gain on sale of properties 1,141,112 2,600,350
--------------- ---------------
Income before extraordinary item 1,072,773 2,317,526
Extraordinary item:
Debt extinguishment expense (20,819) (89,179)
--------------- ---------------
Net income $ 1,051,954 $ 2,228,347
=============== ===============
Income before extraordinary item
allocated to General Partner $ 110,961 $ 23,175
=============== ===============
Income before extraordinary item
allocated to Limited Partners $ 961,812 $ 2,294,351
=============== ===============
Income before extraordinary item
per Limited Partnership Interest
(52,811 issued and outstanding) $ 18.21 $ 43.44
=============== ===============
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Extraordinary item allocated to
General Partner None $ (892)
=============== ===============
Extraordinary item allocated to
Limited Partners $ (20,819) $ (88,287)
=============== ===============
Extraordinary item per Limited
Partnership Interest (52,811
issued and outstanding) $ (0.39) $ (1.67)
=============== ===============
Net income allocated to General Partner $ 110,961 $ 22,283
=============== ===============
Net income allocated to Limited Partners $ 940,993 $ 2,206,064
=============== ===============
Net income per Limited Partnership
Interest (52,811 issued and outstanding) $ 17.82 $ 41.77
=============== ===============
Distribution to Limited Partners None $ 1,320,275
=============== ===============
Distribution per Limited Partnership
Interest (52,811 issued and outstanding) None $ 25.00
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ---------------
Operating activities:
Net income $ 557,744 $ 3,061,868
Adjustments to reconcile net income to
net cash (used in) or provided by
operating activities:
Gain on sale of properties (1,141,112) (2,757,299)
Gain on extinguishment of debt (787,767)
Debt extinguishment expense 20,819 89,179
Depreciation of properties 141,606 1,121,429
Amortization of deferred expenses 13,155 53,819
Net change in:
Escrow deposits 263,326 742,562
Accounts and accrued interest
receivable 87,159 732,252
Note receivable 31,878
Prepaid expenses 17,314 85,305
Accounts payable (28,918) (148,527)
Due to affiliates (52,474) 23,253
Accrued liabilities (167,154) (492,237)
Security deposits (14,456) (48,549)
--------------- ---------------
Net cash (used in) or provided
by operating activities (271,113) 1,675,288
--------------- ---------------
Investing activities:
Proceeds from sale of real estate 6,300,000 16,496,849
Costs incurred in connection with sale
of real estate (154,363) (410,094)
--------------- ---------------
Net cash provided by investing activities 6,145,637 16,086,755
--------------- ---------------
Financing activities:
Distributions to Limited Partners (8,463,491) (17,955,740)
Deemed distributions (477,475)
Repayment of mortgage note payable (5,071,928) (3,962,005)
Release of capital improvement escrow 76,851
Funding of capital improvement escrow (133,650)
Principal payments on mortgage
notes payable (29,914) (235,582)
--------------- ---------------
Net cash used in financing activities (13,565,333) (22,687,601)
--------------- ---------------
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1997 and 1996
(Unaudited)
(Continued)
1997 1996
--------------- ---------------
Net change in cash and cash equivalents (7,690,809) (4,925,558)
Cash and cash equivalents at
beginning of period 10,272,801 10,008,666
--------------- ---------------
Cash and cash equivalents at end of period $ 2,581,992 $ 5,083,108
=============== ===============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) The Partnership has restated net income for the nine months and quarter
ended September 30, 1996 as a result of state withholding taxes paid in
connection with the sales of the 101 Marietta Tower office complex and the
Mallard Cove Apartments in February and July 1996, respectively. Such amounts
had previously been recorded as expenses of the sales. The state withholding
taxes are now reflected as deemed distributions. There was no change to
partners' capital as a result of these restatements.
(b) For financial statement purposes, in previous years partners were allocated
income and loss in accordance with the profit and loss percentages in the
Partnership Agreement. In order for the capital accounts of the General Partner
and Limited Partners to appropriately reflect their remaining economic
interests as provided for in the Partnership Agreement, the income allocations
between the partners have been adjusted for financial statement purposes in
1997.
(c) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the nine months
and quarter ended September 30, 1997, and all such adjustments are of a normal
and recurring nature.
2. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Partnership sold three properties. During July
1997, the Partnership sold its remaining property, the Canyon Pointe
Apartments. The Partnership has retained a portion of the cash to satisfy
obligations of the Partnership as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 9 of Notes to
Financial Statements. In the absence of any contingency, the reserves will be
paid within twelve months of the last property being sold. In the event a
contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
3. Note Receivable:
In connection with the sale of the 101 Marietta Tower office complex, the
Partnership received a $54,558 promissory note for delinquent rent due from a
tenant at the complex. The note bore interest at a rate of 12.25% and was
payable in monthly installments of principal and interest through maturity in
December 1996. The note was repaid in full during 1997.
<PAGE>
4. Interest Expense:
During the nine months ended September 30, 1997 and 1996, the Partnership
incurred interest expense on mortgage notes payable of $256,219 and $1,469,034
and paid interest expense of $256,219 and $1,866,618, respectively.
5. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1997 are:
Paid
----------------------
Nine Months Quarter Payable
------------ --------- ----------
Reimbursement of expenses to
the General Partner, at cost $ 76,803 $ 16,605 $ 46,473
6. Property Sale:
In July 1997, the Partnership sold the Canyon Pointe Apartments in an all cash
sale for $6,300,000. From the proceeds of the sale, the Partnership paid
$5,071,928 to the third party mortgage holder in full satisfaction of the first
mortgage loan, and paid $154,363 in selling costs. The basis of the property
was $5,004,525, which is net of accumulated depreciation of $3,825,618. For
financial statement purposes, the Partnership recognized a gain of $1,141,112
from the sale of this property.
7. Extraordinary Item:
In July 1997 the Partnership sold the Canyon Pointe Apartments. In connection
with the sale, the Partnership wrote-off the remaining unamortized deferred
expenses in the amount of $20,819. This amount was recognized as an
extraordinary item and classified as a debt extinguishment expense.
8. Other Expenses:
The Partnership paid $118,596 in January 1997 for real estate tax consulting
fees related to the 101 Marietta Tower office complex, which was sold in 1996.
In connection with the 1996 sale of the Knollwood Village Apartments, the
Partnership paid $101,243 in April 1997 for a state income tax liability
related to the gain on sale. These items have been recorded as other expenses
for financial statement purposes.
9. Contingency:
The Partnership is currently involved in two lawsuits whereby the Partnership
and certain affiliates have been named as defendants alleging substantially
similar claims involving certain federal securities law violations with regard
to the adequacy and accuracy of disclosures of information concerning, as well
as marketing efforts related to, the offering of the Limited Partnership
Interests of the Partnership. The defendants continue to vigorously contest
<PAGE>
these actions. A plaintiff class has not been certified in either action and,
no determinations of the merits have been made. It is not determinable at this
time whether or not an unfavorable decision in either action would have a
material adverse impact on the financial position, operations and liquidity of
the Partnership. The Partnership believes it has meritorious defenses to
contest the claims.
10. Subsequent Event:
In October 1997, the Partnership paid a distribution of $844,976 ($16.00 per
Interest) to holders of Limited Partnership Interests representing a special
Net Cash Proceeds distribution from the sale of the Canyon Pointe Apartments.
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Equity Properties-XVIII A Real Estate Limited Partnership (the
"Partnership") is a limited partnership formed in 1984 to invest in and operate
income-producing real property. The Partnership raised $52,811,000 through the
sale of Limited Partnership Interests and utilized these proceeds to acquire
four real property investments and a minority joint venture interest in one
additional real property. The joint venture property was sold in 1994, the 101
Marietta Tower office complex was sold in February 1996, Mallard Cove
Apartments was sold in July 1996 and Knollwood Village Apartments was sold in
October 1996. The Partnership's remaining property, Canyon Pointe Apartments,
was sold in July 1997.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1996 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
The Partnership sold the Canyon Pointe Apartments in July 1997 and the 101
Marietta Tower office complex and the Mallard Cove Apartments in February and
July 1996, respectively. The gain on sales and extraordinary gain on
extinguishment of debt recognized in connection with the 1996 sales was higher
than the gain on sale recognized in 1997. This was the primary reason for the
decrease in net income for the nine months and quarter ended September 30, 1997
as compared to the same periods in 1996. Further discussion of the
Partnership's operations is summarized below.
1997 Compared to 1996
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1997 and 1996 refer
to both the nine months and quarters ended September 30, 1997 and 1996.
The Partnership sold the Canyon Pointe Apartments in July 1997 and recognized a
gain in connection with the sale of $1,411,112. The Partnership sold the 101
Marietta Tower office complex and the Mallard Cove Apartments in February and
July 1996, respectively, and recognized gains in connection with these sales of
$2,757,299. In addition, the Partnership sold the Knollwood Village Apartments
in October 1996. These sales resulted in decreased rental and service income,
interest expense on mortgage notes payable, depreciation expense, amortization
expense, property operating expense, real estate tax expense and property
management fees during 1997 as compared to 1996.
<PAGE>
Due to the timing of the distribution of sale proceeds from the 1996 property
sales, average cash balances available for investment were higher during 1996
and interest income on short-term investments decreased during 1997 as compared
to 1996.
During 1997, the Partnership paid real estate tax consulting fees related to
the 101 Marietta Tower office complex, which was sold in 1996, and a state
income tax liability related to the gain on the 1996 sale of Knollwood Village
Apartments. For financial statement purposes, these items have been classified
as other expenses.
The Partnership incurred higher professional fees during 1996 in connection
with the valuation of the Partnership's assets. In addition, legal and
portfolio management fees decreased during 1997 due to the sales of the
Partnership's properties. As a result administrative expenses decreased during
1997 as compared to 1996.
The purchaser of the 101 Marietta Tower office complex acquired the property in
February 1996 subject to the existing first mortgage loan. The Partnership
recognized an extraordinary gain on extinguishment of debt of $787,767 in 1996
representing the difference between the contractual amount of the first
mortgage loan at the date of sale of $17,353,151 and the carrying amount of the
loan for financial statement purposes of $16,565,384 which included $825,781 of
accrued interest and the write-off of deferred fees of $38,014.
In connection with the sales of the Canyon Pointe Apartments in July 1997 and
the Mallard Cove Apartments in July 1996, the Partnership wrote-off the
remaining unamortized deferred financing fees in the amounts of $20,819 and
$89,179, respectively. These amounts were recognized as extraordinary items and
classified as debt extinguishment expense for financial statement purposes.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership as of September 30, 1997 decreased by
approximately $7,691,000 as compared to December 31, 1996 primarily due to a
special distribution of the Knollwood Village Apartments sale proceeds made to
Limited Partners in 1997 which was partially offset by the net proceeds
received from the sale of the Canyon Pointe Apartments in 1997. Cash of
approximately $271,000 was used in operating activities during 1997, which
consists primarily of the deficit from operations of the Canyon Pointe
Apartments, expenses related to properties sold in 1996 and administrative
expenses which were partially offset by interest income received on short-term
investments. Cash provided by investing activities of approximately $6,146,000
consisted of net proceeds received in connection with the sale of the Canyon
Pointe Apartments. Net cash used in financing activities consists of
approximately $8,463,000 in distributions to Limited Partners from the
available Knollwood Village Apartments sale proceeds, the repayment of the
Canyon Pointe Apartments mortgage note payable of approximately $5,072,000 and
approximately $30,000 of principal payments on the mortgage note payable. The
Partnership made a special distribution from available proceeds from the Canyon
Pointe Apartments sale in October 1997, as discussed below.
<PAGE>
During 1996, the Partnership sold three properties. During July 1997, the
Partnership sold its remaining property, the Canyon Pointe Apartments. The
Partnership has retained a portion of the cash to satisfy obligations of the
Partnership as well as establish a reserve for contingencies. The timing of the
termination of the Partnership and final distribution of cash will depend upon
the nature and extent of liabilities and contingencies which exist or may
arise. Such contingencies may include legal and other fees and costs stemming
from litigation involving the Partnership including, but not limited to, the
lawsuits discussed in Note 9 of Notes to Financial Statements. In the absence
of any contingency, the reserves will be paid within twelve months of the last
property being sold. In the event a contingency continues to exist or arises,
reserves may be held by the Partnership for a longer period of time.
In July 1997, the Partnership sold the Canyon Pointe Apartments for a sale
price of $6,300,000. From the proceeds of the sale, the Partnership paid
$5,071,928 to the third party mortgage holder in full satisfaction of the first
mortgage loan, and paid $154,363 in selling costs. The available proceeds were
distributed to the Limited Partners in October 1997. See Note 6 of Notes to
Financial Statements for additional information.
In October 1997, the Partnership paid $844,976 ($16.00 per Interest)
representing a special distribution from available proceeds from the Canyon
Pointe Apartments sale. Since all of the Partnership's properties have been
sold, no additional distributions are expected. Including the October 1997
distribution, Limited Partners have received distributions of Net Cash Receipts
of $288.00 and Net Cash Proceeds of $428.26, totaling $716.26 per $1,000
Interest, as well as certain tax benefits. Limited Partners will not recover
all of their original investment.
<PAGE>
BALCOR EQUITY PROPERTIES-XVIII
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement, previously filed as Exhibit 4.1 to
Amendment No. 1 to Registrant's Registration Statement on Form S-11 dated May
15, 1984 (Registration No. 2-89380), and Form of Confirmation regarding
Interests in the Registrant set forth as Exhibit 4.2 to the Registrant's Report
on Form 10-Q for the quarter ended September 30, 1992 (Commission File No.
0-13357) are incorporated herein by reference.
(10)(a) Agreement of Sale and attachment thereto relating to the sale of the
101 Marietta Tower office building previously filed as Exhibit (2) to the
Registrants Current Report on Form 8-K dated December 19, 1995 is incorporated
herein by reference.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of the
Mallard Cove Apartments previously filed as Exhibit 2 to the Registrant's
Current Report on Form 8-K dated April 23, 1996 is incorporated herein by
reference.
(ii) Master Amendment and Agreement dated May 22, 1996 relating to the sale of
Mallard Cove Apartments, Greenville, South Carolina, previously filed as
Exhibit (10)(b)(ii) to the Partnership's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 is incorporated herein by reference.
(iii) Master Amendment and Agreement #2 dated May 22, 1996 relating to the sale
of Mallard Cove Apartments, Greenville, South Carolina, previously filed as
Exhibit (10)(b)(iii) to the Partnership's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 is incorporated herein by reference.
(c)(i) Agreement of Sale and attachment thereto relating to the sale of the
Knollwood Village Apartments, Grand Blanc, Michigan, previously filed as
Exhibit (10)(d) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 is incorporated herein by reference.
(ii) First Amendment to the Agreement of Sale dated August 9, 1996 relating to
the sale of the Knollwood Village Apartments, Grand Blanc, Michigan, previously
filed as Exhibit (10)(d)(ii) to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1996 is incorporated herein by reference.
(d)(i) Agreement of Sale and attachment thereto relating to the sale of the
Canyon Pointe Apartments, San Antonio, Texas previously filed as Exhibit (2) to
the Registrant's Current Report on Form 8-K dated June 11, 1997, is
incorporated herein by reference.
<PAGE>
(ii) First Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of the Canyon Pointe Apartments, San Antonio, Texas is attached hereto.
(iii) Second Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of the Canyon Pointe Apartments, San Antonio, Texas is attached
hereto.
(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1997 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 30, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR EQUITY PROPERTIES - XVIII
A REAL ESTATE LIMITED PARTNERSHIP
By:/s/Thomas E. Meador
----------------------------
Thomas E. Meador
President and Chief Executive
Officer (Principal Executive
Officer) of Balcor Equity Partners
- XVIII, the General Partner
By:/s/Jayne A. Kosik
-----------------------------
Jayne A. Kosik
Managing Director and
Chief Financial Officer
(Principal Accounting Officer)
of Balcor Equity Partners
- XVIII, the General Partner
Date:November 12, 1997
-----------------
<PAGE>
FIRST AMENDMENT TO AGREEMENT
OF SALE AND ESCROW AGREEMENT
THIS FIRST AMENDMENT (the "First Amendment") TO AGREEMENT OF SALE AND
ESCROW AGREEMENT is entered into as of June 19, 1997, by and between CHURCHILL
FORGE, INC., a Massachusetts corporation ("Purchaser"), and VALLEY POINT
PARTNERS LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller").
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") and Escrow Agreement ("Escrow Agreement"), both dated June 11,
1997 for the purchase and sale of the apartment project known as Canyon Pointe
Apartments, San Antonio, Texas.
B. Purchaser and Seller now wish to amend the Agreement and the Escrow
Agreement.
NOW, THEREFORE, the Agreement and the Escrow Agreement are amended as
follows:
1. The Inspection Period is hereby extended from 5:00 P.M.
Chicago time on June 20, 1997 to 5:00 P.M. Chicago time on July 7, 1997.
2. The Closing Date is hereby changed from July 1, 1997 to
August 1, 1997. However, if Lender demands a prepayment premium for
paying off the First Note on August 1, 1997, Seller shall have the right
to extend the Closing Date to September 1, 1997.
3. Seller and Purchaser agree that Purchaser will not be taking
title to the Property subject to the First Mortgage and First Note and
that the amount due Lender thereunder will be paid to Lender on
the Closing Date, and therefore:
(a) Paragraph 2.2, Paragraph 3, and the reference to "interest
on the First Note" and "escrows and/or impounds held
by the Lender" in Paragraph 13.1 are hereby deleted from
the Agreement; and
(b) The amount to be wired in immediately available funds
adjusted in accordance with prorations under Paragraph
2.3 is changed from $1,374,000.00 to $6,450,000.00
4. Paragraph 4 of the Escrow Agreement is hereby deleted.
5. Except as modified herein, all other terms and conditions
of the Agreement and the Escrow Agreement remain in full force and effect.
6. All capitalized terms used herein shall have the same meaning
as in the Agreement and Escrow Agreement.
7. This First Amendment may be executed in multiple
facsimile counterparts, each of which shall be deemed an original, but
all of which shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have put their hand and seal as of
the date first set forth above.
PURCHASER:
CHURCHILL FORGE, INC.,
a Massachusetts corporation
By: /s/ Frank M. Resnek
-------------------------------
Its: President
SELLER:
VALLEY POINT PARTNERS LIMITED
PARTNERSHIP, an Illinois limited partnership
By: Valley Point Partners, Inc.,
an Illinois corporation, the
general partner
By: /s/ Michael J. Becker
----------------------------
ACKNOWLEDGED BY ESCROW AGENT:
CHARTER TITLE COMPANY
By: /s/ F. C. Stolle
-----------------------------
<PAGE>
SECOND AMENDMENT TO AGREEMENT
OF SALE AND ESCROW AGREEMENT
THIS SECOND AMENDMENT (the "Second Amendment") TO AGREEMENT OF SALE AND
ESCROW AGREEMENT is entered into as of July 2nd, 1997, by and between CHURCHILL
FORGE, INC., a Massachusetts corporation ("Purchaser"), and VALLEY POINT
PARTNERS LIMITED PARTNERSHIP, an Illinois limited partnership ("Seller").
RECITALS
A. Purchaser and Seller hereto have entered into an Agreement of Sale
("Agreement") and Escrow Agreement ("Escrow Agreement"), both dated June 11,
1997 as amended by that certain First Amendment to Agreement of Sale and Escrow
Agreement dated June 19, 1997 for the purchase and sale of the apartment
project known as Canyon Point Apartments, San Antonio, Texas.
B. Purchaser and Seller now wish to further amend the Agreement and the
Escrow Agreement.
NOW, THEREFORE, the Agreement and the Escrow Agreement are amended as
follows:
1. The Purchase Price is hereby changed from Six Million Six Hundred
Thousand and No/100 Dollars ($6,600,000.00) to Six Million Three Hundred
Thousand and No/100 Dollars ($6,300,000.00)
2. The schedule of Personal Property attached as Exhibit "B" to the
Agreement is hereby deleted and in its place, the schedule of Personal
Property attached hereto as "Exhibit 1" is hereby inserted.
3. Purchaser hereby acknowledges and agrees that:
(a) It has accepted all matters shown on the survey dated March
23, 1992 and revised on June 17, 1997 made by Daniel E.
Snell, Registered Professional Land Surveyor No. 4612;
(b) It has accepted as Permitted Exceptions the exceptions
shown as items 5 through 24 on the commitment for title
insurance issued by the Title Insurer dated June 30, 1997,
file number 97260014;
(c) It has completed its inspection of the Property under
Paragraph 8 of the Agreement, and hereby acknowledges its
acceptance of same;
(d) It is accepting title to the Property without the
requirement of any further subdivision platting of same and
agrees that it is assuming all rights and any costs that may
arise or be incurred as a result of any state, municipal, or
local law, rule or ordinance requiring at any time the
preparation and/or recording of a subdivision plat for the
property; and
<PAGE>
(e) It has reviewed all service contracts described in the
Agreement and agrees to accept the assignment and assumption
of any of same which Seller is unable to cancel at no cost
or expense to Seller on the Closing Date.
4. The Inspection Period is hereby terminated and from and after the
date hereof, Purchaser shall not have the right to terminate the Agreement
pursuant to Paragraph 8.2 of the Agreement.
5. Paragraph 3 of the Escrow Agreement is hereby deleted.
6. Except as modified herein, all other terms and conditions of the
Agreement and the Escrow Agreement remain in full force and effect.
7. All capitalized terms used herein shall have the same meaning as
in the Agreement and Escrow Agreement.
8. This Second Amendment may be executed in multiple facsimile
counterparts, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.<PAGE>
IN WITNESS HEREOF, the parties hereto have put their hand and seal as of
the date first set forth above.
PURCHASER:
CHURCHILL FORGE, INC., a
Massachusetts corporation
By: /s/ Frank M. Resnek
------------------
Its: President
SELLER:
VALLEY POINT PARTNERS LIMITED
PARTNERSHIP, an Illinois limited
partnership
By: Valley Point Partners, Inc.,
an Illinois corporation,
the general partner
By: /s/ Michael J. Becker
-----------------------
Michael J. Becker, its Managing Director
ACKNOWLEDGED BY ESCROW AGENT:
CHARTER TITLE COMPANY
By:
------------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 2582
<SECURITIES> 0
<RECEIVABLES> 13
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2595
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2595
<CURRENT-LIABILITIES> 62
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2533
<TOTAL-LIABILITY-AND-EQUITY> 2595
<SALES> 0
<TOTAL-REVENUES> 1945
<CGS> 0
<TOTAL-COSTS> 802
<OTHER-EXPENSES> 308
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 256
<INCOME-PRETAX> 579
<INCOME-TAX> 0
<INCOME-CONTINUING> 579
<DISCONTINUED> 0
<EXTRAORDINARY> (21)
<CHANGES> 0
<NET-INCOME> 558
<EPS-PRIMARY> 10.56
<EPS-DILUTED> 10.56
</TABLE>
