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, 1999
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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 0-15649
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BALCOR REALTY INVESTORS 86-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3327914
- ----------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Rd.
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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BALCOR REALTY INVESTORS - 86 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1999 and December 31, 1998
(UNAUDITED)
1999 1998
------------ ------------
Cash and cash equivalents $ 1,848,432 $ 1,605,485
Escrow deposit 274,906
Accrued interest receivable 6,507 6,829
------------ ------------
$ 1,854,939 $ 1,887,220
============ ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 63,165 $ 58,395
Due to affiliates 23,476 20,373
------------ ------------
Total liabilities 86,641 78,768
------------ ------------
Commitments and contingincies
Limited Partners' capital
(59,791 Interests issued
and outstanding) 2,085,259 2,125,413
General Partner's deficit (316,961) (316,961)
------------ ------------
Total partners' capital 1,768,298 1,808,452
------------ ------------
$ 1,854,939 $ 1,887,220
============ ============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS - 86 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
For the nine months ended September 30, 1999 and 1998
(UNAUDITED)
1999 1998
------------ ------------
Income:
Interest on short-term investments $ 56,770 $ 67,420
Other income 33,106
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Total income 89,876 67,420
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Expenses:
Property operating 8,473
Administrative 110,230 153,761
Other expense 19,800
------------ ------------
Total expenses 130,030 162,234
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Net loss $ (40,154) $ (94,814)
============ ============
Net loss allocated to General Partner None None
============ ============
Net loss allocated to Limited Partners $ (40,154) $ (94,814)
============ ============
Net loss per Limited Partnership Interest
(59,791 issued and outstanding) -
Basic and Diluted $ (0.67) $ (1.59)
============ ============
Distribution to Limited Partners None $ 253,715
============ ============
Distribution per Limited Partnership
Interest None $ 4.24
============ ============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS - 86 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
For the quarters ended September 30, 1999 and 1998
(UNAUDITED)
1999 1998
------------ ------------
Income:
Interest on short-term investments $ 18,563 $ 21,347
Other income 33,106
------------ ------------
Total income 51,669 21,347
------------ ------------
Expenses:
Administrative 33,613 40,339
Other expense 19,800
------------ ------------
Total expenses 53,413 40,339
------------ ------------
Net loss $ (1,744) $ (18,992)
============ ============
Net loss allocated to General Partner None None
============ ============
Net loss allocated to Limited Partners $ (1,744) $ (18,992)
============ ============
Net loss per Limited Partnership Interest
(59,791 issued and outstanding) -
Basic and Diluted $ (0.03) $ (0.32)
============ ============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS - 86 - SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1999 and 1998
(UNAUDITED)
1999 1998
------------ ------------
Operating activities:
Net loss $ (40,154) $ (94,814)
Adjustments to reconcile net loss
to net cash used in operating activities:
Net change in:
Accounts and accrued interest
receivable 322 5,864
Escrow deposit 19,800
Accounts payable 4,770 (17,656)
Due to affiliates 3,103 9,412
------------ ------------
Net cash used in operating activities (12,159) (97,194)
------------ ------------
Investing activity:
Release of escrow deposit 255,106
------------
Cash provided by investing activity 255,106
------------
Financing activity:
Distribution to Limited Partners (253,715)
------------
Cash used in financing activity (253,715)
------------
Net change in cash and cash equivalents 242,947 (350,909)
Cash and cash equivalents at beginning
of period 1,605,485 1,972,846
------------ ------------
Cash and cash equivalents at end of
period $ 1,848,432 $ 1,621,937
============ ============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS 86-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policy:
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, 1999, 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. The Partnership sold its final real estate
investment in January 1997. The Partnership has retained a portion of the cash
from the property sales to satisfy obligations of the Partnership as well as to
establish a reserve for contingencies. The timing of the termination of the
Partnership and final distribution of cash will depend upon the nature and
extent of liabilities and contingencies which exist or may arise. Such
contingencies may include legal and other fees and costs stemming from
litigation involving the Partnership including, but not limited to, the
lawsuits discussed in Note 5 of Notes to Financial Statements. Due to this
litigation, the Partnership will not be dissolved and reserves will be held by
the Partnership until the conclusion of all contingencies. There can be no
assurances as to the time frame for the conclusion of these contingencies.
3. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1999 are:
Paid
-----------------------
Nine Months Quarter Payable
------------- --------- ----------
Reimbursement of expenses to
the General Partner, at cost $ 22,175 $ 3,649 $ 23,476
4. Release of Escrow:
In 1996, the Partnership sold the Pines of Cloverlane Apartments. At closing,
$335,000 of the sale proceeds was placed in escrow to provide for certain costs
the purchaser might incur related to Pittsfield Township, Michigan inspections
and subsequent improvements at the property. During 1997, the purchaser
received $60,094 from the escrow. During September 1999, the Partnership
received $255,106 from the escrow. The Partnership also received $33,106 of
interest income earned on the escrow amounts, which was recorded as other
income for financial statement purposes. The purchaser received the remaining
escrow amount of $19,800, which was recognized as other expense for financial
statement purposes.
5. Contingencies:
(a) The Partnership is currently involved in two related lawsuits, Masri
vs. Lehman Brothers, Inc., et al. and Bruss, et al. vs. Lehman Brothers, Inc.,
et al., whereby the Partnership and certain affiliates have been named as
defendants alleging substantially similar claims involving certain state
securities and common law violations with regard to the property acquisition
process of the Partnership, and to the adequacy and accuracy of disclosures of
information concerning, as well as marketing efforts related to, the offering
of the Limited Partnership Interests of the Partnership. The defendants
continue to vigorously contest these actions. A plaintiff class has not been
certified in either action. With respect to the Masri case, no determinations
upon any significant issues have been made. The Bruss complaint was filed on
January 25, 1999. On September 24, 1999, the court granted the defendants'
motion to dismiss the complaint for failure to state a cause of action. The
court has given the plaintiffs until November 30, 1999 to file an amended
complaint. It is not determinable at this time how the outcome of either action
will impact the remaining cash reserves of the Partnership. The Partnership
believes it has meritorious defenses to contest the claims.
(b) In May 1999, a lawsuit was filed against the Partnership, Madison
Partnership Liquidity Investors XX, et al. vs. The Balcor Company, et al.
whereby the Partnership and certain affiliates have been named as defendants.
The plaintiffs are entities that initiated tender offers to purchase and, in
fact, purchased units in eleven affiliated partnerships. The complaint alleges
breach of fiduciary duties and breach of contract under the partnership
agreement and seeks the winding up of the affairs of the Partnership, the
establishment of a liquidating trust, the appointment of an independent trustee
for the trust and the distribution of a portion of the cash reserves to limited
partners. On June 1, 1999, a second lawsuit was filed and was served on August
16, 1999, Sandra Dee vs. The Balcor Company, et al. The Dee complaint is
virtually identical to the Madison Partnership complaint and on September 20,
1999 was consolidated into the Madison Partnership case. The defendants intend
to vigorously contest these actions. The Partnership believes that it has
meritorious defenses to contest the claims. It is not determinable at this time
how the outcome of these actions will impact the remaining cash reserves of the
Partnership.
BALCOR REALTY INVESTORS 86-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Realty Investors 86-Series I 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 $59,791,000 through the
sale of Limited Partnership Interests and utilized these proceeds to acquire
eight real property investments and a minority joint venture interest in one
additional real property. The Partnership has no properties remaining in its
portfolio at September 30, 1999.
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 1998 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
- ---------------------
The operations of the Partnership in 1999 and 1998 consisted primarily of
administrative expenses which were partially offset by interest income earned
on short-term investments. In addition, during September 1999, the Partnership
received other income and recognized other expense in connection with the
release of an escrow related to the sale of the Pines of Cloverlane Apartments.
Primarily as a result of the other income received in connection with the
release of the escrow and lower administrative expenses in 1999, the
Partnership's net loss decreased during the nine months and quarter ended
September 30, 1999 as compared to the same periods in 1998. This decrease was
partially offset by the other expense recognized in connection with the release
of the escrow. Further discussion of the Partnership's operations is summarized
below.
1999 Compared to 1998
- ---------------------
Unless otherwise noted, discussions of fluctuations between 1999 and 1998 refer
to both the nine months and quarters ended September 30, 1999 and 1998.
Primarily as a result of lower interest rates in 1999 and higher cash balances
in 1998 prior to a distribution to Limited Partners in January 1998, interest
income on short-term investments decreased during 1999 when compared to 1998.
During September 1999, the Partnership recognized other income of $33,106 and
other expense of $19,800 in connection with the release of an escrow related to
the sale of the Pines of Cloverlane Apartments. See Note 4 of Notes to
Financial Statements for additional information.
During June 1998, the Partnership paid additional property operating expenses
relating primarily to the Lakeside Apartments, which was sold in 1996.
Primarily due to a decrease in accounting and legal fees, administrative
expenses decreased during 1999 as compared to 1998.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased by approximately $243,000 as of
September 30, 1999 as compared to December 31, 1998. Operating activities used
cash of approximately $12,000 for the payment of administrative expenses, which
was partially offset by interest income earned on short-term investments and
other income. Cash received from investing activities consisted of the release
of an escrow of approximately $255,000 related to the sale of the Pines of
Cloverlane Apartments.
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events. The Partnership sold its final real estate
investment in January 1997. The Partnership has retained a portion of the cash
from the property sales to satisfy obligations of the Partnership as well as to
establish a reserve for contingencies. The timing of the termination of the
Partnership and final distribution of cash will depend upon the nature and
extent of liabilities and contingencies which exist or may arise. Such
contingencies may include legal and other fees and costs stemming from
litigation involving the Partnership including, but not limited to, the
lawsuits discussed in Note 5 of Notes to Financial Statements. Due to this
litigation, the Partnership will not be dissolved and reserves will be held by
the Partnership until the conclusion of all contingencies. There can be no
assurances as to the time frame for the conclusion of these contingencies.
Limited Partners have received distributions of Net Cash Receipts of $12.50 and
Net Cash Proceeds of $290.74, totaling $303.24 per $1,000 Interest, as well as
certain tax benefits. 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.
In 1996, the Partnership sold the Pines of Cloverlane Apartments. At closing,
$335,000 of the sale proceeds was placed in escrow to provide for certain costs
the purchaser might incur related to Pittsfield Township, Michigan inspections
and subsequent improvements at the property. During 1997, the purchaser
received $60,094 from the escrow. During September 1999, the Partnership
received $255,106 from the escrow. The Partnership also received $33,106 of
interest income earned on the escrow amounts. The purchaser received the
remaining escrow amount of $19,800.
The Partnership sold all of its remaining real property investments and
distributed a majority of the proceeds from these sales to Limited Partners in
1996 and 1997. Since the Partnership no longer has any operating assets, the
number of computer systems and programs necessary to operate the Partnership
has been significantly reduced. The Partnership relies on third party vendors
to perform most of its functions and has implemented a plan to determine the
Year 2000 compliance status of these key vendors. The Partnership is within its
timeline for having these plans completed prior to the year 2000.
The Partnership's plan to determine the Year 2000 compliance status of its key
vendors has involved soliciting information from these vendors through the use
of surveys, follow-up discussions and review of data where needed. The
Partnership has received the surveys from each of these vendors. While the
Partnership cannot guarantee Year 2000 compliance by its key vendors, and is
relying on statements from these vendors without independent verification,
these surveys, testing of systems, where applicable and discussions with the
key vendors performing services for the Partnership indicate that the key
vendors are substantially Year 2000 compliant as of September 30, 1999. The
Partnership will continue to monitor the Year 2000 compliance of its key
vendors during the fourth quarter of 1999. In addition, the Partnership has
developed a contingency plan in the event of non-compliance by these key
vendors in the Year 2000. The Partnership does not believe that failure by any
of its key vendors to be Year 2000 compliant by the year 2000 would have a
material effect on the business, financial position or results of operations of
the Partnership.
BALCOR REALTY INVESTORS 86-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
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Bruss et al. vs. Lehman Brothers Inc., et al.
- ---------------------------------------------
With regard to the Dorothy Bruss litigation, the defendants filed two motions
on May 12, 1999. The first motion was a Motion to Change Venue from Essex
County, New Jersey to Union County, New Jersey, where the predecessor
complaint, the Lenore Klein case, had been filed. The second motion was a
Motion to Dismiss the complaint for failure to state a cause of action. On July
16, 1999, the Motion to Change Venue was denied. On September 24, 1999, the
court granted the defendants' Motion to Dismiss the complaint. The court has
given the plaintiffs until November 30, 1999 to file an amended complaint.
Madison Partnership Liquidity Investors XX, et al. vs. The Balcor Company, et
- -----------------------------------------------------------------------------
al.
- ---
On May 7, 1999, a proposed class action complaint was filed, and on May 13,
1999 was served on the defendants, Madison Partnership Liquidity Investors XX,
et al. vs. The Balcor Company, et al. (Circuit Court, Chancery Division, Cook
County, Illinois, Docket No. 99CH 06972). The general partner of the
Partnership, the general partners of twenty-one additional limited partnerships
which were sponsored by The Balcor Company, The Balcor Company and one
individual are named as defendants in this action. The Partnership and the
twenty-one other limited partnerships are referred to herein as the "Affiliated
Partnerships". Plaintiffs are entities that initiated tender offers to purchase
units and, in fact, purchased units in eleven of the Affiliated Partnerships.
The complaint alleges breach of fiduciary duties and breach of contract under
the partnership agreements for each of the Affiliated Partnerships. The
complaint seeks the winding up of the affairs of the Affiliated Partnerships,
the establishment of a liquidating trust for each of the Affiliated
Partnerships until a resolution of all contingencies occurs, the appointment of
an independent trustee for each such liquidating trust and the distribution of
a portion of the cash reserves to limited partners. The complaint also seeks
compensatory damages, punitive and exemplary damages, and costs and expenses in
pursuing the litigation. On July 14, 1999, the defendants filed a Motion to
Dismiss the complaint. A hearing date on the motion has not yet been set. On
September 20, 1999 the Sandra Dee case described below was consolidated with
this case. Future reports to investors will report only the consolidated case.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. The Partnership believes that it has meritorious
defenses to contest the claims. It is not determinable at this time how the
outcome of this action will impact the remaining cash reserves of the
Partnership.
Sandra Dee vs. The Balcor Company, et al.
- -----------------------------------------
On June 1, 1999, a proposed class action complaint was filed, and on August 16,
1999 was served on the defendants, Sandra Dee vs. The Balcor Company, et al.
(Circuit Court, Chancery Division, Cook County, Illinois, Docket No. 99CH
08123). The general partner of the Partnership, the general partners of
twenty-one additional limited partnerships which were sponsored by The Balcor
Company, The Balcor Company and one individual are named as defendants in this
action. The Partnership and the twenty-one other limited partnerships are
referred to herein as the "Affiliated Partnerships". This complaint is
identical in all material respects to the Madison Partnership Liquidity
Investors XX, et al. vs. The Balcor Company, et al. complaint filed in May 1999.
The complaint alleges breach of fiduciary duties and breach of contract under
the partnership agreements for each of the Affiliated Partnerships. The
complaint seeks the winding up of the affairs of the Affiliated Partnerships,
the establishment of a liquidating trust for each of the Affiliated
Partnerships until a resolution of all contingencies occurs, the appointment of
an independent trustee for each such liquidating trust and the distribution of
a portion of the cash reserves to limited partners. The complaint also seeks
compensatory damages, punitive and exemplary damages, and costs and expenses in
pursuing the litigation. The defendants filed on September 15, 1999 a motion to
consolidate this case with the Madison Partnership case. On September 20, 1999,
the motion was granted and this case was consolidated with the Madison
Partnership case. Future reports to investors will report only the consolidated
case. On September 15, 1999, the defendants also filed a Motion to Dismiss the
complaint.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. The defendants believe that they have meritorious
defenses to contest the claims. It is not determinable at this time how the
outcome of this action will impact the remaining cash reserves of the
Partnership.
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1
of the Registrant's Registration Statement on Form S-11 dated December 16, 1985
(Registration No. 33-361), and Form of Confirmation regarding Interests in the
Partnership 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. 0-15649) are
incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the nine months ending
September 30, 1999 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 30, 1999.
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 86-SERIES I
A REAL ESTATE LIMITED PARTNERSHIP
By: /s/Thomas E. Meador
--------------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners- XIX, the General Partner
By: Jayne A. Kosik
---------------------------------
Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting and Financial
Officer) of Balcor Partners - XIX, the General
Partner
Date: November 12, 1999
-----------------
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