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
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EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1998
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-14350
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BALCOR REALTY INVESTORS 85-SERIES III
A REAL ESTATE LIMITED PARTNERSHIP
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3333344
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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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 REALTY INVESTORS 85 - SERIES III
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
BALANCE SHEETS
March 31, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
------------ -------------
Cash and cash equivalents $ 1,691,035 $ 2,414,280
Accounts and accrued interest receivable 7,679 58,673
Prepaid expenses 557
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$ 1,699,271 $ 2,472,953
============ =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 33,398 $ 33,961
Due to affiliates 33,345 29,373
------------ -------------
Total liabilities 66,743 63,334
Commitments and contingencies
Limited Partners' capital (59,092
Limited Partnership Interests
issued and outstanding) 1,941,045 2,718,136
General Partner's deficit (308,517) (308,517)
------------ -------------
Total partners' capital 1,632,528 2,409,619
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$ 1,699,271 $ 2,472,953
============ =============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS 85 - SERIES III
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1998 and March 31, 1997
(Unaudited)
1998 1997
------------ -------------
Income:
Rental and service $ 1,324,285
Interest on short-term investments $ 20,168 36,698
Other income 7,972
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Total income 28,140 1,360,983
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Expenses:
Interest on mortgage notes payable 463,287
Depreciation 216,003
Amortization of deferred expenses 27,910
Property operating 19,830 382,813
Real estate taxes 116,335
Property management fees 64,486
Administrative 65,623 86,038
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Total expenses 85,453 1,356,872
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(Loss) income before affiliate's
participation in joint venture (57,313) 4,111
Affiliate's participation in loss from
joint venture 527
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Net (loss) income $ (57,313) $ 4,638
============ =============
Net income allocated to General Partner None $ 46
============ =============
Net (loss) income allocated to Limited Partners $ (57,313) $ 4,592
============ =============
Net (loss) income per Limited Partnership
Interest (59,092 issued and outstanding)
- Basic and Diluted $ (0.97) $ 0.08
============ =============
Distribution to Limited Partners $ 719,778 $ 4,402,354
============ =============
Distribution per Limited Partnership
Interest (59,092 issued and outstanding) $ 12.18 $ 74.50
============ =============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS 85 - SERIES III
A REAL ESTATE LIMITED PARTNERSHIP
(AN ILLINOIS LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
for the quarters ended March 31, 1998 and March 31, 1997
(Unaudited)
1998 1997
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Operating activities:
Net (loss) income $ (57,313) $ 4,638
Adjustments to reconcile net (loss)
income to net cash (used in) or provided
by operating activities:
Affiliate's participation in loss
from joint venture (527)
Depreciation of properties 216,003
Amortization of deferred expenses 27,910
Net change in:
Escrow deposits 35,134
Accounts and accrued interest
receivable 50,994 (191,567)
Prepaid expenses (557) 44,916
Accounts payable (563) (16,982)
Due to affiliates 3,972 (2,507)
Accrued real estate taxes 116,335
Security deposits 5,838
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Net cash (used in) or provided
by operating activities (3,467) 239,191
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Investing activity:
Distribution from joint venture with
an affiliate 1,046,660
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Cash provided by investing activity 1,046,660
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Financing activities:
Distribution to Limited Partners (719,778) (4,402,354)
Principal payments on mortgage notes
payable (57,026)
Distribution to joint venture partner
- affiliate (31,085)
------------ -------------
Net cash used in financing activities (719,778) (4,490,465)
------------ -------------
Net change in cash and cash equivalents (723,245) (3,204,614)
Cash and cash equivalents at beginning
of period 2,414,280 5,888,040
------------ -------------
Cash and cash equivalents at end of period $ 1,691,035 $ 2,683,426
============ =============
The accompanying notes are an integral part of the financial statements.
<PAGE>
BALCOR REALTY INVESTORS 85-SERIES III
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) For financial statement purposes, the capital accounts of the General
Partner and Limited Partners have been adjusted to appropriately reflect their
remaining economic interests as provided for in the Partnership Agreement.
(b) 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, 1998, 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 1997, the Partnership sold its two remaining properties.
The Partnership has retained a portion of the cash from the property sales to
satisfy obligations of the Partnership, as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 6 of Notes to
Financial Statements. In the absence of any such 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. Other Income:
The Partnership recognized other income during 1998 in connection with a refund
of state income taxes relating to the gain on the sale of the Country Ridge
Apartments during 1996.
4. Interest Expense:
During the quarter ended March 31, 1997, the Partnership incurred and paid
interest expense on mortgage notes payable of $463,287.
5. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
quarter ended March 31, 1998 are:
Paid Payable
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Reimbursement of expenses to
the General Partner, at cost $ 5,954 $ 33,345
<PAGE>
6. Contingencies:
The Partnership is currently involved in two lawsuits whereby the Partnership
and certain affiliates have been named as defendants alleging substantially
similar claims involving certain state securities and common law violations
with regard to the property acquisition process of the Partnership, and to the
adequacy and accuracy of disclosures of information concerning, as well as
marketing efforts related to, the offering of the Limited Partnership Interests
of the Partnership. The defendants continue to vigorously contest these
actions. A plaintiff class has not been certified in either action and, no
determinations of the merits have been made. It is not determinable at this
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.
<PAGE>
BALCOR REALTY INVESTORS 85-SERIES III
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Realty Investors 85-Series III A Real Estate Limited Partnership (the
"Partnership") was formed in 1984 to invest in and operate income-producing
real property. The Partnership raised $59,092,000 from the sale of Limited
Partnership Interests and utilized these proceeds to acquire eight real
properties and a minority joint venture interest in one additional real
property. As of March 31, 1998, the Partnership had no properties remaining in
it's portfolio.
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 1997 for a more complete understanding of
the Partnership's financial position.
Summary of Operations
- ---------------------
The Partnership incurred a net loss for the quarter ended March 31, 1998 as
compared to net income for the same period in 1997 primarily due to the sales
in 1997 of the remaining two properties which were generating income. Further
discussion of the Partnership's operations are summarized below.
1998 Compared to 1997
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Discussions of fluctuations between 1998 and 1997 refer to the quarters ended
March 31, 1998 and 1997.
The Partnership sold the Howell Station and North Hill apartment complexes
during 1997. As a result, rental and service income, interest expense on
mortgage notes payable, depreciation, amortization, real estate taxes and
property management fees ceased during 1997.
Due to higher average cash balances in 1997 as a result of the investment of
proceeds received in connection with the property sales prior to distribution
to Limited Partners, interest income on short-term investments decreased during
1998 as compared to 1997.
The Partnership recognized other income during 1998 in connection with a refund
of state income taxes relating to the gain on the sale of the Country Ridge
Apartments during 1996.
Property operating expense decreased during 1998 as compared to 1997 due to the
sales of the Partnership's two remaining properties in 1997. The Partnership
paid additional expenditures during 1998 relating primarily to North Hill
Apartments, which was sold in 1997.
<PAGE>
Due to lower accounting and legal fees as a result of the prior years' property
sales, administrative expense decreased during 1998 as compared to 1997.
The North Hill Apartments was owned by a joint venture consisting of the
Partnership and an affiliate. Due to the sale of this property in 1997
affiliate's participation in loss from joint venture ceased during 1997.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $723,000 as of
March 31, 1998 when compared to December 31, 1997 primarily due to the
distribution paid to Limited Partners during January 1998. The Partnership used
cash of approximately $3,000 in its operating activities to pay administrative
and property operating expenses which was partially offset by the receipt of
interest income on short-term investments and a refund of state income taxes
relating to the gain on the sale of the Country Ridge Apartments during 1996.
Financing activities consisted of the payment of a distribution to Limited
Partners of approximately $720,000.
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 1997, the Partnership sold its two remaining properties.
The Partnership has retained a portion of the proceeds from the property sales
to satisfy obligations of the Partnership, as well as establish a reserve for
contingencies. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 6 of Notes to
Financial Statements. In the absence of any such 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.
To date, Limited Partners have received cumulative distributions of Net Cash
Receipts of $59.75 per $1,000 Interest and Net Cash Proceeds of $363.95 per
$1,000 Interest, totaling $423.70 per $1,000 Interest. No additional
distributions are anticipated to be made prior to the termination of the
Partnership. However, after paying final partnership expenses, any remaining
cash reserves will be distributed. Limited Partners will not recover a
substantial portion of their original investment.
<PAGE>
BALCOR REALTY INVESTORS 85-SERIES III
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1
to the Partnership's Registration Statement on Form S-11 dated August 2, 1985
(Registration No. 2-97249), 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 (Commission File No. 0-14350) are
incorporated herein by reference.
(10) Material Contracts:
(a)(i) Agreement of Sale and attachment thereto relating to the sale of Country
Ridge Apartments previously filed as Exhibit (2)(a) 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
Country Ridge Apartments previously filed as Exhibit (99)(a) to the
Registrant's Current Report on Form 8-K dated July 5, 1996, is incorporated
herein by reference.
(iii) Master Amendment and Agreement #2 dated May 22, 1996 relating to the sale
of Country Ridge Apartments previously filed as Exhibit (99)(b) to the
Registrant's Current Report on Form 8-K dated July 5, 1996, is incorporated
herein by reference.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of
Lakeville Resort Apartments previously filed as Exhibit (2)(b) to the
Registrant's Current Report on Form 8-K dated April 23, 1996, is incorporated
herein by reference.
(ii) Letter Agreements dated May 22, 1996 and July 8, 1996 relating to the sale
of Lakeville Resort Apartments previously filed as Exhibit (99)(c) to the
Registrant's Current Report on Form 8-K dated July 5, 1996, is incorporated
herein by reference.
(iii) Letter Agreement dated August 20, 1996 relating to the sale of Lakeville
Resort Apartments previously filed as Exhibit (99)(a) to the Registrant's
Current Report on Form 8-K dated August 20, 1996, is incorporated herein by
reference.
(iv) Letter Agreement dated September 19, 1996 relating to the sale of
Lakeville Resort Apartments previously filed as Exhibit (10)(b)(iv) to the
Registrant's Current Report on Form 10-Q for the quarter ended September 30,
1996, is incorporated herein by reference.
<PAGE>
(v) Letter Agreement dated September 30, 1996 relating to the sale of Lakeville
Resort Apartments previously filed as Exhibit (10)(b)(v) to the Registrant's
Current Report on Form 10-Q for the quarter ended September 30, 1996, is
incorporated herein by reference.
(c)(i) Agreement of Sale and attachment thereto relating to the sale of Park
Place Apartments - Phase II previously filed as Exhibit (2)(c) to the
Registrant's Current Report on Form 8-K dated April 23, 1996, is incorporated
herein by reference.
(ii) Letter Agreements dated May 22, 1996 and July 8, 1996 relating to the sale
of Park Place Apartments - Phase II previously filed as Exhibit (99)(d) to the
Registrant's Current Report on Form 8-K dated July 5, 1996, is incorporated
herein by reference.
(iii) First Amendment to Agreement of Sale relating to the sale of Park Place
Apartments - Phase II previously filed as Exhibit (10)(c)(iii) to the
Registrant's Current 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
Shadowridge Apartments previously filed as Exhibit (2)(a) to the Registrant's
Current Report on Form 8-K dated July 5, 1996, is incorporated herein by
reference.
(ii) First Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of Shadowridge Apartments previously filed as Exhibit (99) to the
Registrant's Current Report on Form 10-Q dated June 30, 1996, is incorporated
herein by reference.
(e)(i) Agreement of Sale relating to the sale of North Hill Apartments, DeKalb
County, Georgia, previously filed as Exhibit (2) to the Registrant's Current
Report on Form 8-K dated May 22, 1997, is incorporated herein by reference.
(ii) First Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of North Hill Apartments, DeKalb County, Georgia, previously filed as
Exhibit (10)(e)(ii) to the Registrant's Current Report on Form 10-Q dated June
30, 1997, is incorporated herein by reference.
(iii) Second Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of North Hill Apartments, DeKalb County, Georgia, previously filed as
Exhibit (10)(e)(iii) to the Registrant's Current Report on Form 10-Q dated June
30, 1997, is incorporated herein by reference.
(iv) Third Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of North Hill Apartments, DeKalb County, Georgia, previously filed as
Exhibit (10)(e)(iv) to the Registrant's Current Report on Form 10-Q dated June
30, 1997, is incorporated herein by reference.
(v) Fourth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of North Hill Apartments, DeKalb County, Georgia, previously filed as
Exhibit (10)(e)(v) to the Registrant's Current Report on Form 10-Q dated June
30, 1997, is incorporated herein by reference.
<PAGE>
(vi) Fifth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of North Hill Apartments, DeKalb County, Georgia, previously filed as
Exhibit (10)(e)(vi) to the Registrant's Current Report on Form 10-Q dated June
30, 1997, is incorporated herein by reference.
(vii) Sixth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of North Hill Apartments, DeKalb County, Georgia, previously filed as
Exhibit (10)(e)(vii) to the Registrant's Current Report on Form 10-Q dated June
30, 1997, is incorporated herein by reference.
(viii) Letter Agreement dated June 30, 1997 relating to the sale of North Hill
Apartments, DeKalb County, Georgia, previously filed as Exhibit (10)(e)(viii)
to the Registrant's Current Report on Form 10-Q dated June 30, 1997, is
incorporated herein by reference.
(ix) Seventh Amendment to Agreement of Sale and Escrow Agreement relating to
the sale of North Hill Apartments, DeKalb County, Georgia, previously filed as
Exhibit (10)(e)(ix) to the Registrant's Current Report on Form 10-Q dated June
30, 1997, is incorporated herein by reference.
(x) Eighth Amendment to Agreement of Sale and Escrow Agreement relating to the
sale of North Hill Apartments, DeKalb County, Georgia, is attached hereto.
(f)(i) Agreement of Sale relating to the sale of Howell Station Apartments
previously filed as Exhibit (2)(b)(ii) to the Registrant's Current Report on
Form 8-K dated February 21, 1997, is incorporated herein by reference.
(ii) Amendment No.1 relating to the sale of Howell Station Apartments
previously filed as Exhibit (2)(b)(ii) to the Registrant's Current Report on
Form 8-K dated February 21, 1997, is incorporated herein by reference.
(iii) Agreement relating to the sale of Howell Station Apartments previously
filed as Exhibit (2)(b)(iii) to the Registrant's Current Report on Form 8-K
dated February 21, 1997, is incorporated herein by reference.
(iv) Amendment No. 2 to Agreement of Sale relating to the sale of Howell
Station Apartments previously filed as Exhibit (2)(b)(iv) to the Registrant's
Current Report on Form 8-K dated February 21, 1997, is incorporated herein by
reference.
(v) Amendment No. 3 to Agreement of Sale relating to Howell Station Apartments,
previously filed as Exhibit (10)(f)(v) to the Registrant's Current Report on
Form 10-K for the year ended December 31, 1996, is incorporated herein by
reference.
(vi) Amendment No. 4 to Agreement of Sale relating to Howell Station
Apartments, previously filed as Exhibit (10)(f)(vi) to the Registrant's Current
Report on Form 10-Q for the quarter ended March 31, 1997, is incorporated
herein by reference.
(vii) Amendment No. 5 to Agreement of Sale relating to Howell Station
Apartments, previously filed as Exhibit (10)(f)(vii) to the Registrant's
Current Report on Form 10-Q for the quarter ended March 31, 1997, is
incorporated herein by reference.
<PAGE>
(27) Financial Data schedule of the Partnership for the three months ended
March 31, 1998 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended March 31, 1998.
<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 REALTY INVESTORS 85-SERIES III
A REAL ESTATE LIMITED PARTNERSHIP
By: /s/Thomas E. Meador
---------------------------------
Thomas E. Meador
President and Chief Executive Officer (Principal
Executive Officer) of Balcor Partners-XVIII, the
General Partner
By: /s/Jayne A. Kosik
---------------------------------
Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting Officer) of Balcor
Partners-XVIII, the General Partner
Date: April 27, 1998
-----------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 1691
<SECURITIES> 0
<RECEIVABLES> 8
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1699
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1699
<CURRENT-LIABILITIES> 67
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1633
<TOTAL-LIABILITY-AND-EQUITY> 1699
<SALES> 0
<TOTAL-REVENUES> 28
<CGS> 0
<TOTAL-COSTS> 20
<OTHER-EXPENSES> 65
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (57)
<INCOME-TAX> 0
<INCOME-CONTINUING> (57)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (57)
<EPS-PRIMARY> (0.97)
<EPS-DILUTED> (0.97)
</TABLE>
