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 March 31, 1997
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-14352
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BALCOR CURRENT INCOME FUND-85
A REAL ESTATE LIMITED PARTNERSHIP
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3344227
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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<PAGE>
BALCOR CURRENT INCOME FUND-85
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 1997 and December 31, 1996
(UNAUDITED)
ASSETS
1997 1996
-------------- --------------
Cash and cash equivalents $ 18,867,997 $ 2,509,984
Escrow deposits 416,773
Prepaid expenses 3,446 54,726
Accounts and accrued interest receivable 156,511 102,578
Deferred expenses, net of accumulated
amortization of $56,916 in 1996 261,816
-------------- --------------
19,027,954 3,345,877
-------------- --------------
Investment in real estate:
Land 3,440,509
Buildings and improvements 29,537,388
--------------
32,977,897
Less accumulated depreciation 13,544,703
--------------
Investment in real estate, net of
accumulated depreciation 19,433,194
-------------- --------------
$ 19,027,954 $ 22,779,071
============== ==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accounts payable $ 227,203 $ 291,536
Due to affiliates 94,979 97,071
Other liabilities 294,801
Security deposits 90,753
Mortgage notes payable 16,803,395
-------------- --------------
Total liabilities 322,182 17,577,556
-------------- --------------
Commitments and contingencies
Limited Partners' capital (57,074
Interests issued and outstanding) 18,771,807 5,355,042
General Partner's (deficit) (66,035) (153,527)
-------------- --------------
Total partners' capital 18,705,772 5,201,515
-------------- --------------
$ 19,027,954 $ 22,779,071
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR CURRENT INCOME FUND-85
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1997 and 1996
(UNAUDITED)
1997 1996
-------------- --------------
Income:
Rental and service $ 603,951 $ 2,373,653
Interest on short-term investments 150,355 46,527
Other income 421,774
-------------- --------------
Total income 1,176,080 2,420,180
-------------- --------------
Expenses:
Interest on mortgage notes payable 176,932 636,266
Depreciation 105,764 437,394
Amortization of deferred expenses 6,324 23,383
Property operating 318,050 929,808
Real estate taxes (88,438) 232,481
Property management fees 31,378 120,027
Administrative 77,495 86,187
-------------- --------------
Total expenses 627,505 2,465,546
-------------- --------------
Income (loss) before gain on sales of
properties and extraordinary item 548,575 (45,366)
Gain on sales of properties 13,452,026
-------------- --------------
Income (loss) before extraordinary item 14,000,601 (45,366)
Extraordinary item:
Debt extinguishment expense (255,492)
-------------- --------------
Net income (loss) $ 13,745,109 $ (45,366)
============== ==============
Income (loss) before extraordinary
item allocated to General
Partner $ 89,118 $ (454)
============== ==============
Income (loss) before extraordinary
item allocated to Limited
Partners $ 13,911,483 $ (44,912)
============== ==============
Income (loss) before extraordinary
item per Limited Partnership Interest
(57,074 issued and outstanding) $ 243.75 $ (0.79)
============== ==============
<PAGE>
BALCOR CURRENT INCOME FUND-85
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1997 and 1996
(UNAUDITED)
(Continued)
Extraordinary item allocated to
General Partner $ (1,626) None
============== ==============
Extraordinary item allocated to
Limited Partners $ (253,866) None
============== ==============
Extraodinary item per Limited
Partnership Interest (57,074
issued and outstanding) $ (4.45) None
============== ==============
Net income (loss) allocated to
General Partner $ 87,492 $ (454)
============== ==============
Net income (loss) allocated to
Limited Partners $ 13,657,617 $ (44,912)
============== ==============
Net income (loss) per Limited
Partnership Interest (57,074
issued and outstanding) $ 239.30 $ (0.79)
============== ==============
Distribution to Limited Partners $ 240,852 $ 2,700,171
============== ==============
Distribution per Limited Partnership
Interest (57,074 issued and outstanding) $ 4.22 $ 47.31
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR CURRENT INCOME FUND-85
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1997 and 1996
(UNAUDITED)
1997 1996
-------------- --------------
Operating activities:
Net income (loss) $ 13,745,109 $ (45,366)
Adjustments to reconcile net
income (loss) to net cash
provided by operating activities:
Extraordinary item:
Debt extinguishment expense 255,492
Gain on sales of properties (13,452,026)
Depreciation of properties 105,764 437,394
Amortization of deferred expenses 6,324 23,383
Net change in:
Escrow deposits 288,785 (113,040)
Accounts receivable (53,933) 47,086
Prepaid expenses 51,280 25,923
Accounts payable (64,333) 24,336
Due to affiliates (2,092) 11,482
Accrued liabilities (294,801) 127,349
Security deposits (90,753) (5,341)
-------------- --------------
Net cash provided by operating activities 494,816 533,206
-------------- --------------
Investing activities:
Proceeds from sales of properties 16,970,380
Payment of selling costs (980,544)
--------------
Net cash provided by investing activities 15,989,836
--------------
Financing activities:
Distribution to Limited Partners (240,852) (2,700,171)
Principal payments on mortgage notes
payable (13,775) (76,926)
Release of improvement escrows 127,988
-------------- --------------
Net cash used in financing activities (126,639) (2,777,097)
-------------- --------------
Net change in cash and cash equivalents 16,358,013 (2,243,891)
Cash and cash equivalents at beginning
of period 2,509,984 5,475,539
-------------- --------------
Cash and cash equivalents at end of period $ 18,867,997 $ 3,231,648
============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR CURRENT INCOME FUND-85
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
(a) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the quarter
ended March 31, 1997, and all such adjustments are of a normal and recurring
nature.
(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 respective remaining
economic interests as provided for in the Partnership Agreement, the General
Partner was allocated additional income in 1997 for financial statement
purposes.
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 two properties. During 1997, the
Partnership sold its remaining properties, the American Way Mall, Providence
Square Apartments, and Storage USA of Norcross Self-Storage Facility. 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. The Partnership has retained a portion of the cash from the
property sales to satisfy obligations of the Partnership as well as establish a
reserve for contingencies. Such contingencies may include legal and other fees
stemming from litigation involving the Partnership including, but not limited
to, the lawsuit discussed below in Note 7 of Notes to Financial Statements. In
the absence of any such contingency, the reserves will be paid within twelve
months of the last property sale. In the event a contingency arises, reserves
may be held by the Partnership for a longer period of time.
3. Interest Expense:
During the three months ended March 31, 1997 and 1996, the Partnership incurred
and paid interest expense on mortgage notes payable of $176,932 and $636,266,
respectively.
4. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
quarter ended March 31, 1997 are:
Paid Payable
------------ ---------
Reimbursement of expenses to
the General Partner, at cost $17,757 $94,979
<PAGE>
5. Property Sales:
(a) In January 1997, the Partnership sold the American Way Mall in an all cash
sale for $5,500,000. From the proceeds of the sale, the Partnership paid
$204,082 in selling costs. The basis of the property was $3,718,717, which is
net of accumulated depreciation of $4,361,314. For financial statement
purposes, the Partnership recognized a gain of $1,577,201 from the sale of this
property.
(b) In February 1997, the Partnership sold the Providence Square Apartments for
a sales price of $25,510,000 less a credit of $500,000 related to the personal
property for a net sales price of $25,010,000. The purchaser of the property
took title subject to the existing first mortgage loan in the amount of
$16,789,620, which represents a noncash transaction to the Partnership.
Accordingly, the noncash aspect of this transaction is not presented in the
Partnership's Statements of Cash Flows. From the proceeds of the sale, the
Partnership paid $751,659 in selling costs. The basis of the property was
$13,623,514, which is net of accumulated depreciation of $8,450,525. For
financial statement purposes, the Partnership recognized a gain of $10,634,827
from the sale of this property.
(c) In February 1997, the Partnership sold the Storage USA of Norcross
Self-Storage Facility in an all cash sale for $3,250,000. From the proceeds of
the sale, the Partnership paid $24,803 in selling costs. The basis of the
property was $1,985,199, which is net of accumulated depreciation of $838,628.
For financial statement purposes, the Partnership recognized a gain of
$1,239,998 from the sale of this property.
6. Extraordinary Item:
In February 1997, the Partnership sold the Providence Square Apartments. In
connection with the sale, the Partnership wrote off the remaining unamortized
deferred financing fees in the amount of $255,492. This amount was recognized
as an extraordinary item and classified as debt extinguishment expense.
7. 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, as well as the marketing efforts related
to the offering of the Limited Partnership Interests of the Partnership. The
defendants continue to vigorously contest this action. A plaintiff class has
not yet been certified, and no determination of the merits have been made. It
is not determinable at this time whether or not an unfavorable decision in this
action would have a material adverse impact on the financial position,
operations and liquidity of the Partnership. The Partnership believes that it
has meritorious defenses to contest the claims.
<PAGE>
8. Subsequent Event:
In April 1997, the Partnership paid a special distribution of $16,821,420
($294.73 per Interest) to the holders of Limited Partnership Interests
representing proceeds received in connection with the sales of the American Way
Mall, Providence Square Apartments and Storage USA of Norcross Self-Storage
Facility.
<PAGE>
BALCOR CURRENT INCOME FUND-85
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Current Income Fund-85 A Real Estate Limited Partnership (the
"Partnership") is a limited partnership formed in 1985 to invest in and operate
income-producing real property. The Partnership raised $57,074,000 through the
sale of Limited Partnership Interests and utilized these proceeds to acquire
five real property investments. The Partnership sold two properties during 1996
and the remaining three properties were sold in 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
- ---------------------
During 1997, the Partnership sold three properties and recognized significant
gains on these sales which resulted in net income during the quarter ended
March 31, 1997 as compared to a net loss during the same period in 1996.
Further discussion of the Partnership's operations are summarized below.
1997 Compared to 1996
- ---------------------
Discussions of fluctuations between 1997 and 1996 refer to the quarters ended
March 31, 1997 and 1996.
The Partnership sold two properties during the latter part of 1996 and sold the
American Way Mall, Providence Square Apartments and Storage USA of Norcross
Self-Storage Facility during the quarter ended March 31, 1997. As a result, the
Partnership recognized gains totaling $13,452,026 during 1997. These sales also
resulted in decreases in rental and service income, interest expense on
mortgage notes payable, depreciation, amortization, property operating expense
and property management fees during 1997 as compared to 1996.
Due to higher cash balances as a result of proceeds received in connection with
the 1997 property sales prior to their distribution to Limited Partners in
April 1997, interest income on short-term investments increased during 1997 as
compared to 1996.
Other income was recognized in 1997 in connection with the sale of the American
Way Mall. The agreement of sale provided that, if the purchaser transferred any
portion of the property to a specified third party prior to February 25, 1997,
the Partnership was entitled to a portion of the net proceeds from the
transfer. The Partnership received $421,774 pursuant to this provision.
<PAGE>
Real estate tax expense decreased during 1997 as compared to 1996 primarily as
a result of the sales of all of the Partnership's properties. The Partnership
also recognized income in connection with a real estate tax refund received in
1997 for a portion of the 1995 real estate taxes for the American Way Mall.
In connection with the sale of Providence Square Apartments, the Partnership
wrote off the remaining unamortized deferred expenses in the amount of
$255,492. This amount was recognized as an extraordinary item and is classified
as debt extinguishment expense in 1997.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased by approximately $16,358,000 as
of March 31, 1997 when compared to December 31, 1996 primarily due to the
proceeds from the three properties sold in 1997. The Partnership generated cash
totaling approximately $495,000 from its operating activities which consisted
primarily of cash flow generated from property operations, interest income on
short-term investments and other income, which was partially offset by the
payment of administrative expenses. The Partnership received cash of
approximately $15,990,000 from investing activities consisting of net proceeds
received from the sales of the American Way Mall, Providence Square Apartments
and Storage USA of Norcross Self-Storage Facility. The Partnership used cash of
approximately $127,000 to fund its financing activities which consisted
primarily of the payment of distributions to the Limited Partners offset by
release of improvement escrows. In addition, in April 1997 the Partnership made
a special distribution of $16,821,420 to the Limited Partners.
In January 1997, the Partnership sold the American Way Mall in an all cash sale
for $5,500,000. From the proceeds of the sale, the Partnership paid $204,082 in
selling costs. The remainder of the available proceeds were distributed to the
Limited Partners in April 1997. In addition, the Partnership received $421,774
pursuant to the sale agreement which provided that if the purchaser transferred
any portion of the property to a specified third party prior to February 25,
1997, the Partnership was entitled to a portion of the net proceeds from the
transfer. See Note 5 of Notes to Financial Statements for additional
information.
In February 1997, the Partnership sold the Providence Square Apartments for a
sales price of $25,510,000 less a credit of $500,000 related to the personal
property for a net sales price of $25,010,000. The purchaser of the property
took title subject to the existing first mortgage loan in the amount of
$16,789,620. From the proceeds of the sale, the Partnership paid $751,659 in
selling costs. Pursuant to the terms of the sale, $250,000 of the proceeds were
retained by the Partnership until May 1997 at which time the funds were
released to the Partnership. The remainder of the available proceeds were
distributed to the Limited Partners in April 1997. See Note 5 of Notes to
Financial Statements for additional information.
In February 1997, the Partnership sold the Storage USA of Norcross Self-Storage
Facility in an all cash sale for $3,250,000. From the proceeds of the sale, the
Partnership paid $24,803 in selling costs. The remainder of the available
proceeds were distributed to the Limited Partners in April 1997. See Note 5 of
Notes to Financial Statements for additional information.
<PAGE>
In April 1997, the Partnership made a distribution of $16,821,420 ($294.73 per
Interest) to the holders of Limited Partnership Interests representing a
distribution of Net Cash Proceeds from the 1997 property sales. Including the
April 1997 distribution, Limited Partners have received distributions of Net
Cash Receipts of $173.34 and Net Cash Proceeds of $677.54, totaling $850.88 per
$1,000 Interest. Since all of the Partnership's properties have been sold, no
additional quarterly distributions are expected. Limited Partners will not
recover all of their original investment.
The Partnership sold two properties in 1996. The Partnership sold its three
remaining properties during 1997, as described above. 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. The Partnership has retained a portion of the cash from property sales
to satisfy obligations of the Partnership as well as establish a reserve for
contingencies. Such contingencies may include legal and other fees stemming
from litigation involving the Partnership including, but not limited to, the
lawsuit discussed in Note 7 of Notes to Financial Statements. In the absence of
any such contingency, the reserves will be paid within twelve months of the
last property sale. In the event a contingency arises, reserves may be held by
the Partnership for a longer period of time.
<PAGE>
BALCOR CURRENT INCOME FUND-85
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) Amended and Restated Form of Subscription Agreement set forth as
Exhibit 4.1 to Amendment No. 5 to the Registrant's Registration Statement on
Form S-11 dated August 16, 1985 (Registration No. 2-95910), and Form of
Confirmation regarding Interests in the Partnership set forth as Exhibit 4.2 to
the Partnership's Report on Form 10-Q for the quarter ended September 30, 1992
are incorporated herein by reference.
(10)(a)(i) Agreement of Sale and attachment thereto relating to the sale of the
El Dorado Hills Apartments previously filed as Exhibit 2(a) to the
Partnership's Current Report on Form 8-K dated June 7, 1996 is incorporated
herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of El Dorado
Hills Apartments previously filed as Exhibit (10)(a)(ii) to the Partnership's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, is
incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of El Dorado Hills Apartments previously filed as Exhibit (10)(a)(iii)
to the Partnership's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, is incorporated herein by reference.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of the
American Way Mall previously filed as Exhibit 2(b) to the Partnership's Current
Report on Form 8-K dated June 7, 1996, is incorporated herein by reference.
(ii) First Amendment to Agreement of Sale relating to the sale of the American
Way Mall 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) Second Amendment to Agreement of Sale relating to the sale of the
American Way Mall previously filed as Exhibit (99)(b) to the Partnership's
Current Report on Form 8-K dated September 26, 1996, is incorporated herein by
reference.
(iv) Third Amendment to Agreement of Sale relating to the sale of American Way
Mall, previously filed as Exhibit (10)(b)(iv) to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1996, is incorporated
herein by reference.
<PAGE>
(v) Fourth Amendment to Agreement of Sale relating to the sale of American Way
Mall, previously filed as Exhibit (10)(b)(v) to the Partnership's Annual Report
on Form 10-K for the year ended December 31, 1996, is incorporated herein by
reference.
(c)(i) Agreement of Sale and attachment thereto relating to the sale of
Providence Square Apartments previously filed as Exhibit (2)(a) to the
Partnership's Current Report on Form 8-K dated September 26, 1996 is
incorporated herein by reference.
(ii) Agreement relating to the sale of Providence Square Apartments, previously
filed as Exhibit (2)(b) to the Partnership's Current Report on Form 8-K dated
September 26, 1996 is incorporated herein by reference.
(iii) Amendment No. 1 to Agreement of Sale relating to the sale of Providence
Square Apartments, previously filed as Exhibit (2)(c) to the Partnership's
Current Report on Form 8-K dated September 26, 1996 is incorporated herein by
reference.
(iv) Letter Agreement relating to the sale of Providence Square Apartments,
previously filed as Exhibit (2)(d) to the Partnership's Current Report on Form
8-K dated September 26, 1996 is incorporated herein by reference.
(v) Amendment No. 2 to Agreement of Sale relating to the sale of Providence
Square Apartments, previously filed as Exhibit (10)(c)(v) to the Partnership's
Annual Report on Form 10-K for the year ended December 31, 1996, is
incorporated herein by reference.
(vi) Letter dated December 17, 1996 relating to the sale of Providence Square
Apartments, previously filed as Exhibit (10)(c)(vi) to the Partnership's Annual
Report on Form 10-K for the year ended December 31, 1996, is incorporated
herein by reference.
(vii) Amendment No. 3 to Agreement of Sale relating to the sale of Providence
Square Apartments, previously filed as Exhibit (10)(c)(vii) to the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1996,
is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the quarter ending March 31,
1997 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended March 31, 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 CURRENT INCOME FUND-85
A REAL ESTATE LIMITED PARTNERSHIP
By: /s/ Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Current Income Partners-85, the General
Partner
By: /s/ Jayne A. Kosik
------------------------------
Jayne A. Kosik
Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Current Income Partners-85, the
General Partner
Date: May 12, 1997
-----------------
<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 18868
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<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 19028
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0
0
<COMMON> 0
<OTHER-SE> 18706
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<OTHER-EXPENSES> 189
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