UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-16717
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OUTLET CENTRE PARTNERS
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(Exact name of registrant as specified in its charter)
Illinois 36-3498737
- ------------------------------- -------------------
(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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Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
-----------------------------
(Title of class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. X
<PAGE>
PART I
Item 1. Business
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Outlet Centre Partners (the "Registrant") is a limited partnership formed in
March 1987 under the laws of the State of Illinois, which raised $30,000,000
from sales of Limited Partnership Interests. The Registrant owns (through
subsidiaries) the Factory Outlet Centre (the "Centre") located in Bristol,
Wisconsin as described under "Property" (Item 2). The Partnership Agreement
provides that the proceeds from any sale or refinancing of the Centre will not
be reinvested in new acquisitions. The Registrant's operations consist
exclusively of investment in and operation of income producing real property,
and all financial information included in this report relates to this industry
segment.
The Centre is subject to certain competitive conditions in the market in which
the property is located. See Item 7. Liquidity and Capital Resources for
additional information.
Overall, the investment real estate market saw gradual improvement over the
last year. This improvement has taken place in an environment of generally low
interest rates and little or no new supply, parameters which may not exist in
the next few years. Demand for real estate space, while projected to improve in
line with the overall economy, is also vulnerable to external forces. The major
challenges facing the real estate industry today include increased
international competition, corporate restructurings, new computer and
communications technologies, an aging population and potential revisions of
the tax code. In addition, the increased flow of capital to real estate through
new vehicles such as commercial mortgage-backed securities and REITs could spur
new construction at unsupportable levels, as well as impact existing property
values.
Shopping centers are the most troubled asset class in real estate currently.
Unlike other asset classes, construction of power shopping centers, those with
a preponderance of "big box" retailers, occurred at a brisk pace during the
early 1990s, and now a shake-out of retailers is taking place. Retailers
posted lackluster sales in 1995, particularly in the latter half of the year,
and similar results are expected for 1996. The slight rise in interest rates
in 1995 also contributed to low sales growth in interest rate sensitive sectors
such as automobiles and home furnishings. Nevertheless, retail properties are
particularly unique, and those with strong tenant alignments should better
weather the current slowdown. In the long-term, however, retail real estate is
also vulnerable to technological changes (e.g. home shopping) which could
drastically alter the retail distribution system.
The Registrant has one property which it continues to own and operate. The
General Partner has no current plans to sell the property; however, the receipt
of an attractive unsolicited offer or changing market conditions could change
the current plan.
Activity for the purchase of limited partnership interests ("tender offer") has
increased in real estate limited partnerships generally. Many of these tender
offers have been made by investors seeking to make a profit from the purchase
of the interests. In the event a tender offer is made for interests in the
Registrant, the General Partner will issue a response to limited partners
expressing the General Partner's opinion regarding the offer. Certain<PAGE>
administrative costs will be incurred to respond to a tender offer. The General
Partner cannot predict with any certainty what impact a tender offer will have
on the operations or management of the Registrant.
The Registrant, by virtue of its ownership of real estate, is subject to
federal and state laws and regulations covering various environmental issues.
Management of the Registrant utilizes the services of environmental consultants
to assess a wide range of environmental issues and to conduct tests for
environmental contamination as appropriate. The General Partner is not aware of
any potential liability due to environmental issues or conditions that would be
material to the Registrant.
The officers and employees of Balcor Partners-XXII, the General Partner of the
Registrant, and its affiliates perform services for the Registrant. The
Registrant currently has no employees engaged in its operations.
Item 2. Property
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As of December 31, 1995, the Registrant owns the Factory Outlet Centre, a
regional enclosed mall containing approximately 310,000 square feet located on
approximately 33 acres in Bristol, Wisconsin.
The property is held subject to a mortgage loan.
In the opinion of the General Partner, the Registrant has provided for adequate
insurance coverage for the property.
See Notes to Financial Statements for other information regarding the property
investment.
Item 3. Legal Proceedings
- -------------------------
The Registrant is not subject to any material pending legal proceedings, nor
were any such proceedings terminated during the fourth quarter of 1995.
Item 4. Submission of Matters to a Vote of Security Holders
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No matters were submitted to a vote of the Limited Partners of the Registrant
during 1995.<PAGE>
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
- -------------------------------------------------------------------------
Matters
- -------
There has not been an established public market for Limited Partnership
Interests and it is not anticipated that one will develop; therefore, the
market value of the Limited Partnership Interests cannot reasonably be
determined. For information regarding previous distributions, see Financial
Statements, Statements of Partners' Capital, and Item 7. Liquidity and Capital
Resources.
As of December 31, 1995, the number of record holders of Limited Partnership
Interests of the Registrant was 2,049.
Item 6. Selected Financial Data
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Year ended December 31,
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1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
Total income $5,411,464 $ 5,500,853 $ 5,066,152 $ 5,654,459 $ 6,131,744
Net (loss) income (203,933) (118,837) (446,805) (217,234) 708,302
Net (loss) income
per Limited
Partnership
Interest (6.73) (3.92) (14.74) (7.17) 23.37
Total assets 23,620,607 24,143,296 23,433,874 24,772,417 26,234,651
Mortgage note
payable 12,568,420 12,692,502 11,543,885 11,664,937 11,771,694
Distributions per
Limited Partnership
Interest (A) 5.527 None 27.625 44.20 44.20
(A) No distributions of original capital were made in any of the last five
years.
Item 7. Management's Discussion and Analysis of Financial Condition and
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Results of Operations
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Operations
- ----------
Summary of Operations
- ---------------------
Property operations decreased at the Centre during 1995 as compared to 1994.
This resulted in an increase in the Partnership's net loss during 1995 when
compared to 1994. Lower administrative expense partially offset the decrease in
property operations. The Centre's operations stabilized and began to improve<PAGE>
during 1994 due to renovations and leasing efforts undertaken during 1994 and
1993. As a result, the net loss decreased during 1994 as compared to 1993.
Further discussion of the operations of Outlet Centre Partners (the
"Partnership") is summarized below.
1995 Compared to 1994
- ---------------------
The Partnership bills tenants on a monthly basis for common area maintenance,
advertising costs and other operating expenses of the Centre based on
estimates. Adjustments are periodically made to these billings once the
Partnership has determined the actual amounts due. The periodic adjustment of
billings during 1994, combined with slightly lower occupancy at the Centre
during 1995, have resulted in a decrease in service income during 1995 when
compared to 1994.
As a result of higher interest rates and higher average cash balances, interest
income on short-term investments increased during 1995 when compared to 1994.
As a result of legal, portfolio management and other professional fees incurred
during 1994 in connection with the June 1994 refinancing, administrative
expenses decreased during 1995 when compared to 1994.
1994 Compared to 1993
- ---------------------
The Partnership receives rents from certain tenants based on a percentage of
their gross sales in excess of stipulated minimums. Higher sales for some
tenants at the Centre and higher average occupancy caused an increase in
percentage and base rents, resulting in an increase in rental income during
1994 when compared to 1993.
An increase in the amount billable, combined with the periodic adjustment of
billings during 1994, resulted in an increase in service income during 1994
when compared to 1993.
An increase in the principal balance and interest rate on the Centre's mortgage
loan due to the June 1994 refinancing caused an increase in interest expense on
the mortgage note payable during 1994 when compared to 1993.
Additional capitalized improvements at the Centre resulted in an increase in
depreciation expense during 1994 when compared to 1993.
During the first half of 1993, advertising and other promotional expenses were
incurred in order to promote the Centre. During 1994, lower advertising costs
were partially offset by higher insurance expense and repair upgrades to the
Centre's heating and air conditioning system, resulting in a decrease in
property operating expense during 1994 as compared to 1993.
A lower assessed value levied by the local taxing authority resulted in a
decrease in real estate taxes during 1994 when compared to 1993.
Higher portfolio management, legal and accounting fees incurred in connection
with the June 1994 refinancing of the Centre's mortgage loan caused an increase
in administrative expenses during 1994 when compared to 1993.<PAGE>
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership increased as of December 31, 1995 when
compared to December 31, 1994. The cash flow provided by the Partnership's
operating activities reflects operations of the Centre plus interest income
earned on short-term investments, partially offset by administrative expenses
of the Partnership. The Partnership used cash to fund its investing activity
consisting of the funding of tenant improvements and its financing activities
consisting of the payment of distributions to Limited Partners and the payment
of principal on the mortgage note payable.
As of December 31, 1995, the occupancy rate at the Centre was 86%, and during
each of 1995 and 1994, the Centre generated positive cash flow, which is
defined as an amount equal to the property's revenue receipts less property
related expenses, which include debt service payments.
The Centre experienced a high rate of lease expirations during 1995. However,
through successful leasing strategies and efforts, many tenant leases were
renewed. These leasing strategies and efforts are continuing as additional
tenant leases expire. The Centre has also continued its media and marketing
campaign. In addition, continued repairs and upgrades are required in order for
the Centre to remain attractive to tenants and shoppers. The success of this
media campaign and the leasing and repair programs will impact the level of
future cash flow which may be generated by the Centre, as well as the future
sale price which may be obtained by the Partnership. Lakeside Marketplace, an
outlet strip center located three miles south of the Centre, has announced
construction of their third phase which they anticipate to have completed by
the fourth quarter of 1996. This 120,000 square foot expansion may impact the
ability to lease the Centre as well as tenant sales.
The Partnership made distributions totaling $5.53 and $27.63 per Interest in
1995 and 1993, respectively. See Statement of Partners Capital for additional
information. All of these distributions were comprised of Net Cash Receipts. In
January 1994, quarterly distributions to Limited Partners were suspended in
order to provide the working capital necessary to complete the refinancing of
the Centre's mortgage note payable. With the completion of the refinancing in
June 1994 and the subsequent replenishing of cash reserves from operations, the
Partnership resumed quarterly distributions in October 1995. In January 1996,
the Partnership paid $165,810 ($5.527 per Interest) to the holders of Limited
Partnership Interests for the fourth quarter of 1995. Including the January
1996 distribution, investors have received distributions of Net Cash Receipts
of $277.37 and Net Cash Proceeds of $263.08, totaling $540.45 per $1,000
Interest.
The Partnership has one property which it continues to own and operate. The
General Partner has no current plans to sell the property; however, the receipt
of an attractive unsolicited offer or changing market conditions could change
the current plan.
In 1995, the Financial Accounting Standards Board issued Statement No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to Be Disposed Of" which establishes accounting standards for impairment of
long-lived assets and long-lived assets to be disposed of. This statement has
been adopted by the Partnership as of January 1, 1995, and did not have a
material impact on the financial position or results of operations of the
Partnership.<PAGE>
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
Comparison of Actual Operations and the Financial Forecast
- ----------------------------------------------------------
The Financial Forecast and Supplemental Projections included in the
Partnership's Prospectus forecasted the operations of the Partnership for a ten
year period beginning January 1, 1988 and ending December 31, 1997. The
Partnership incurred a net loss of $203,933 during the year ended December 31,
1995, whereas net income of approximately $1,348,000 was originally forecasted
for this period. The difference was primarily a result of lower than forecasted
rental income and higher expenditures related to the ongoing media and
marketing campaign and various improvements at the Centre. The General Partner
anticipates that the actual operations for 1996 will also be significantly
lower than the forecasted operations for 1996 in the Prospectus due to lower
than originally forecasted rental collections. In addition, the Centre expects
to continue its media and marketing campaign, and leasing and tenant
improvement costs are expected to be incurred in retaining existing tenants as
well as attracting new ones. The expenditures associated with these programs
are designed to help the Centre remain competitive in the future. Although
these expenditures reduce cash flow from operations, they are intended to help
provide for the long-term stability of the Centre.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
See Index to Financial Statements in this Form 10-K.
The supplemental financial information specified by Item 302 of Regulation S-K
is not applicable.
The net effect of the differences between the financial statements and the tax
returns is summarized as follows:
December 31, 1995 December 31, 1994
----------------------- -------------------------
Financial Tax Financial Tax
Statements Returns Statements Returns
---------- --------- ---------- ---------
Total assets $23,620,607 $27,809,423 $24,143,296 $28,071,202
Partners' capital
(deficit):
General Partner (1,155,107) (522,372) (1,153,068) (523,491)
Limited Partners 11,389,169 15,000,191 11,756,873 15,055,201
Net (loss) income:
General Partner (2,039) 1,119 (1,188) 3,665
Limited Partners (201,894) 110,800 (117,649) 18,520
Per Limited Partner-
ship Interest (6.73) 3.69 (3.92) .60 <PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
- --------------------
Effective October 18, 1995, the Registrant has terminated its audit agreement
with Arthur Andersen LLP to act as the Registrant's independent accounting firm
and has engaged Coopers & Lybrand L.L.P. as its new independent accounting
firm. The report of Arthur Andersen LLP on the financial statements of the
Registrant in the past two years did not contain any adverse opinion or any
disclaimer of opinion, nor was it qualified or modified as to uncertainty,
audit scope, or accounting principles. There existed no disagreements relating
to any matter of accounting principles or practices, financial statement
disclosures, auditing scope and procedures or compliance with applicable rules
which resulted in the termination of Arthur Andersen LLP as the Registrant's
independent accounting firm. The decision to change accounting firms was
approved by the General Partner of the Registrant.<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
(a) Neither the Registrant nor Balcor Partners-XXII, its General Partner, has a
Board of Directors.
(b, c & e) The names, ages and business experience of the executive officers
and significant employees of the General Partner of the Registrant are as
follows:
TITLE OFFICERS
----- --------
Chairman, President and Chief Thomas E. Meador
Executive Officer
Senior Vice President Alexander J. Darragh
Senior Vice President Josette V. Goldberg
Senior Vice President Alan G. Lieberman
Senior Vice President, Chief Brian D. Parker
Financial Officer, Treasurer
and Assistant Secretary
Senior Vice President John K. Powell, Jr.
Thomas E. Meador (July 1947) joined Balcor in July 1979. He is Chairman,
President and Chief Executive Officer and has responsibility for all ongoing
day-to-day activities at Balcor. He is a Director of The Balcor Company. He is
also Senior Vice President of American Express Company and is responsible for
its real estate operations worldwide. Prior to joining Balcor, Mr. Meador was
employed at the Harris Trust and Savings Bank in the commercial real estate
division where he was involved in various lending activities. Mr. Meador
received his M.B.A. degree from the Indiana University Graduate School of
Business.
Alexander J. Darragh (February 1955) joined Balcor in September 1988 and is
responsible for due diligence analysis and real estate advisory services for
Balcor and American Express Company. He also has supervisory responsibility for
Balcor's environmental matters. Mr. Darragh received masters' degrees in Urban
Geography from Queen's University and in Urban Planning from Northwestern
University.
Josette V. Goldberg (April 1957) joined Balcor in January 1985 and has primary
responsibility for all human resources matters. In addition, she has
supervisory responsibility for Balcor's MIS functions. Ms. Goldberg has been
designated as a Senior Human Resources Professional (SHRP).
Alan G. Lieberman (June 1959) joined Balcor in May 1983 and is responsible for
Balcor's property sales and capital markets functions. Mr. Lieberman is a
Certified Public Accountant.
Brian D. Parker (June 1951) joined Balcor in March 1986 and, as Chief Financial
Officer and Chief Accounting Officer, is responsible for Balcor's financial,
legal and treasury functions. He is a Director of The Balcor Company. Mr.
Parker is a Certified Public Accountant and holds an M.S. degree in Accountancy
from DePaul University.<PAGE>
John K. Powell Jr. (June 1950) joined Balcor in September 1985 and is
responsible for portfolio and asset management matters relating to Balcor's
partnerships. Mr. Powell also has supervisory responsibility for Balcor's risk
management and investor services functions. He received a Master of Planning
degree from the University of Virginia. Mr. Powell has been designated a
Certified Real Estate Financier by the National Society for Real Estate Finance
and is a full member of the Urban Land Institute.
(d) There is no family relationship between any of the foregoing officers.
(f) None of the foregoing officers or employees are currently involved in any
material legal proceedings nor were any such proceedings terminated during the
fourth quarter of 1995.
Item 11. Executive Compensation
- -------------------------------
The Registrant has not paid and does not propose to pay any remuneration to the
executive officers and directors of the General Partner. Certain of these
officers receive compensation from The Balcor Company (but not from the
Registrant) for services performed for various affiliated entities, which may
include services performed for the Registrant. However, the General Partner
believes that any such compensation attributable to services performed for the
Registrant is immaterial to the Registrant. See Note 7 of Notes to Financial
Statements for the information relating to transactions with affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(a) No person owns of record or is known by the Registrant to own beneficially
more than 5% of the Limited Partnership Interests of the Registrant.
(b) Neither Balcor Partners-XXII nor its partners and officers own any Limited
Partnership Interests of the Registrant.
Relatives and affiliates of the partners and officers of the General Partner do
not own any interests.
(c) The Registrant is not aware of any arrangements, the operation of which may
result in a change of control of the Registrant.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
(a & b) See Note 7 of Notes to Financial Statements for additional information
relating to transactions with affiliates.
See Note 3 of Notes to Financial Statements for information relating to the
Partnership Agreement and the allocation of distributions and profits and
losses.
(c) No management person is indebted to the Registrant.
(d) The Registrant has no outstanding agreements with any promoters.<PAGE>
PART IV
Item 14. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a)
(1 & 2) See Index to Financial Statements in this Form 10-K.
(3) Exhibits:
(3) The Amended and Restated Agreement and Certificate of Limited Partnership
previously filed as Exhibit 3 to Amendment No. 1 to Registrant's Registration
Statement on Form S-11 dated April 2, 1987 (Registration No. 33-13097), is
incorporated herein by reference.
(4) Form of Subscription Agreement previously filed as Exhibit No. 4.1 to
Amendment No. 1 to the Registrant's Registration Statement on Form S-11 dated
April 2, 1987 (Registration No. 33-13097) 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.
0-16717) are incorporated herein by reference.
(16) Letter from Arthur Anderson LLP dated October 18, 1995 regarding the
change in the Registrant's certifying accountant previously filed as
Exhibit 16 to the Registrant's Current Report on Form 8-K dated October 18,
1995(Commission File No. 0-16717) is incorporated herein by
reference.
(27) Financial Data Schedule of the Registrant for 1995 is attached hereto.
(b) Reports on Form 8-K: A Current Report on Form 8-K dated October 18, 1995
was filed (Commission File No. 0-16717) reporting a change in the Registrant's
certifying accountant.
(c) Exhibits: See Item 14(a)(3) above.<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of l934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
OUTLET CENTRE PARTNERS
By: /s/Brian D. Parker
-------------------------
Brian D. Parker
Senior Vice President, and Chief
Financial Officer (Principal
Accounting and Financial
Officer) of Balcor Partners-XXII, the
General Partner
Date: March 28, 1996
--------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- ---------------------- ------------------------------- ------------
President and Chief Executive
Officer (Principal Executive
Officer) of Balcor Partners-XXII,
/s/Thomas E. Meador the General Partner March 28, 1996
- -------------------- --------------
Thomas E. Meador
Senior Vice President, and Chief
Financial Officer (Principal
Accounting and Financial
Officer) of Balcor Partners-XXII,
/s/Brian D. Parker the General Partner March 28, 1996
- -------------------- --------------
Brian D. Parker<PAGE>
INDEX TO FINANCIAL STATEMENTS
Reports of Independent Accountants
Financial Statements:
Balance Sheets, December 31, 1995 and 1994
Statements of Partners' Capital, for the years ended December 31, 1995, 1994
and 1993
Statements of Income and Expenses, for the years ended December 31, 1995, 1994
and 1993
Statements of Cash Flows, for the years ended December 31, 1995, 1994 and 1993
Notes to Financial Statements
Financial Statement Schedules:
Financial Statement Schedules are omitted for the reason that they are
inapplicable or equivalent information has been included elsewhere herein.<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To The Partners of
Outlet Centre Partners:
We have audited the accompanying balance sheet of Outlet Centre Partners (an
Illinois Limited Partnership) as of December 31, 1995 and the related
statements of partners' capital, income and expenses, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Outlet Centre Partners as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 27, 1996<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To The Partners of
Outlet Centre Partners:
We have audited the accompanying balance sheet of OUTLET CENTER PARTNERS (an
Illinois Limited Partnership) as of December 31, 1994, and the related
statements of partners' capital, income and expenses, and cash flows for each
of the two years in the period ended December 31, 1994. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of OUTLET CENTRE PARTNERS as of
December 31, 1994, and the results of its operations and its cash flows for
each of the two years in the period ended December 31, 1994 in conformity with
generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
February 10, 1995<PAGE>
OUTLET CENTRE PARTNERS
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
1995 1994
-------------- -------------
Cash and cash equivalents $ 2,406,064 $ 1,819,294
Accounts and accrued interest receivable 40,445 74,981
Escrow deposits 961,250 929,674
Prepaid expenses 33,798
Deferred expenses, net of accumulated
amortization of $124,688 in 1995 and
$41,563 in 1994 290,937 374,062
-------------- -------------
3,732,494 3,198,011
-------------- -------------
Investment in real estate:
Land 2,871,183 2,871,183
Buildings and improvements 27,565,202 27,299,367
-------------- -------------
30,436,385 30,170,550
Less accumulated depreciation 10,548,272 9,225,265
-------------- -------------
Investment in real estate, net of
accumulated depreciation 19,888,113 20,945,285
-------------- -------------
$ 23,620,607 $ 24,143,296
============== =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 137,181 $ 204,154
Due to affiliates 13,933 47,693
Accrued liabilities - principally
real estate taxes 618,892 545,840
Security deposits 48,119 49,302
Mortgage note payable 12,568,420 12,692,502
-------------- -------------
Total liabilities 13,386,545 13,539,491
-------------- -------------
Limited Partners' capital (30,000
Interests issued and outstanding) 11,389,169 11,756,873
General Partner's deficit (1,155,107) (1,153,068)
-------------- -------------
Total partners' capital 10,234,062 10,603,805
-------------- -------------
$ 23,620,607 $ 24,143,296
============== =============
The accompanying notes are an integral part of the financial statements.<PAGE>
OUTLET CENTRE PARTNERS
(An Illinois Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
for the years ended December 31, 1995, 1994, and 1993
Partners' Capital (Deficit) Accounts
------------------------------------------
General Limited
Total Partner Partners
-------------- ------------- -------------
Balance at December 31, 1992 $ 11,998,197 $ (1,147,412) $ 13,145,609
Cash distributions to
Limited Partners (A) (828,750) (828,750)
Net loss for the year
ended December 31, 1993 (446,805) (4,468) (442,337)
-------------- ------------- -------------
Balance at December 31, 1993 10,722,642 (1,151,880) 11,874,522
Net loss for the year
ended December 31, 1994 (118,837) (1,188) (117,649)
-------------- ------------- -------------
Balance at December 31, 1994 10,603,805 (1,153,068) 11,756,873
Cash distributions to
Limited Partners (A) (165,810) (165,810)
Net loss for the year
ended December 31, 1995 (203,933) (2,039) (201,894)
-------------- ------------- -------------
Balance at December 31, 1995 $ 10,234,062 $ (1,155,107) $ 11,389,169
============== ============= =============
(A) Summary of cash distributions paid per Limited Partnership Interest:
1995 1994 1993
-------------- ------------- -------------
First Quarter None None $ 11.05
Second Quarter None None 5.525
Third Quarter None None 5.525
Fourth Quarter $ 5.527 None 5.525
The accompanying notes are an integral part of the financial statements.<PAGE>
OUTLET CENTRE PARTNERS
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the years ended December 31, 1995, 1994, and 1993
1995 1994 1993
-------------- ------------- -------------
Income:
Rental $ 3,131,371 $ 3,136,357 $ 2,848,289
Service 2,166,699 2,319,857 2,180,945
Interest on short-term
investments 113,394 44,639 36,918
-------------- ------------- -------------
Total income 5,411,464 5,500,853 5,066,152
-------------- ------------- -------------
Expenses:
Interest on mortgage
note payable 1,281,358 1,223,270 1,131,748
Depreciation 1,323,007 1,280,011 1,196,548
Amortization 83,125 84,895 74,286
Property operating 1,841,214 1,896,235 1,907,441
Real estate taxes 563,950 545,840 719,102
Property management fees 257,806 244,587 234,499
Administrative 264,937 344,852 249,333
-------------- ------------- -------------
Total expenses 5,615,397 5,619,690 5,512,957
-------------- ------------- -------------
Net loss $ (203,933) $ (118,837) $ (446,805)
============== ============= =============
Net loss allocated to General
Partner $ (2,039) $ (1,188) $ (4,468)
============== ============= =============
Net loss allocated to Limited
Partners $ (201,894) $ (117,649) $ (442,337)
============== ============= =============
Net loss per Limited
Partnership Interest (30,000
issued and outstanding) $ (6.73) $ (3.92) $ (14.74)
============== ============= =============
The accompanying notes are an integral part of the financial statements.<PAGE>
OUTLET CENTRE PARTNERS
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995, 1994, and 1993
1995 1994 1993
-------------- ------------- -------------
Operating activities:
Net loss $ (203,933) $ (118,837) $ (446,805)
Adjustments to reconcile net
loss to net cash provided
by operating activities:
Depreciation of property 1,323,007 1,280,011 1,196,548
Amortization of deferred
expenses 83,125 84,895 74,286
Net change in:
Accounts and accrued
interest receivable 34,536 43,129 (13,014)
Escrow deposits (31,576) (14,949)
Prepaid expenses (33,798)
Accounts payable (66,973) (143,509) 88,966
Due to affiliates (33,760) 12,438 3,090
Accrued liabilities 73,052 (173,262) (27,138)
Security deposits (1,183) (16,025) (6,854)
-------------- ------------- -------------
Net cash provided by
operating activities 1,142,497 953,891 869,079
-------------- ------------- -------------
Investing activity:
Improvements to property (265,835) (261,676) (426,216)
-------------- ------------- -------------
Net cash used in investing
activity (265,835) (261,676) (426,216)
-------------- ------------- -------------
Financing activities:
Distributions to Limited
Partners (165,810) (828,750)
Proceeds from refinancing of
mortgage note payable 12,750,000
Repayment of mortgage note
payable (11,468,631)
Principal payments on
mortgage note payable (124,082) (132,752) (121,052)
Funding of capital
improvement escrows (914,725)
Payment of deferred expenses (415,625)
-------------- ------------- -------------
Net cash used in finanacing
activities (289,892) (181,733) (949,802)
-------------- ------------- -------------
Net change in cash and cash
equivalents 586,770 510,482 (506,939)
Cash and cash equivalents at
beginning of year 1,819,294 1,308,812 1,815,751
-------------- ------------- -------------
Cash and cash equivalents at
end of year $ 2,406,064 $ 1,819,294 $ 1,308,812
============== ============= =============
The accompanying notes are an integral part of the financial statements.<PAGE>
OUTLET CENTRE PARTNERS
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Nature of the Partnership's Business:
Outlet Centre Partners is engaged exclusively in the operation of retail real
estate located in Bristol, Wisconsin.
2. Accounting Policies:
(a) The preparation of the financial statements in conformity with generally
accepted accounting principles requires the General Partner to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could vary from those estimates.
(b) Depreciation expense is computed using the straight-line method. Rates used
in the determination of depreciation are based upon the following estimated
useful lives:
Years
-----
Buildings and improvements 18 - 25
Furniture and fixtures 5
Depreciation expense for capitalized tenant improvements is computed using a
straight-line method over the term of the lease.
Maintenance and repairs are charged to expense when incurred. Expenditures for
improvements are charged to the related asset account.
(c) Effective January 1, 1995 the Partnership adopted Statement of Financial
Accounting Standards, No. 121 (SFAS 121), ("Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to Be Disposed Of"). Under SFAS 121,
the Partnership records its investments in real estate at the lower of cost or
fair value, and periodically assesses, but not less than on an annual basis,
possible impairment to the value of its properties. The General Partner
estimates the fair value of its properties by dividing the property's expected
net operating income by a risk adjusted rate of return which considers economic
and demographic conditions in the market. In the event the General Partner
determines an impairment in value has occurred, and the carrying amount of the
real estate asset will not be recovered, a provision is recorded to reduce the
carrying basis of the property to its estimated fair value. The General Partner
considers the method referred to above to result in a reasonable measurement of
a property's fair value, unless other factors affecting the property's value
indicate otherwise.
(d) Deferred expenses consist of financing fees which are amortized over the
term of the loan agreement.
(e) Revenue is recognized on an accrual basis in accordance with generally
accepted accounting principles. Income from operating leases with significant<PAGE>
abatements and/or scheduled rent increases is recognized on a straight line
basis over the respective lease term. Service income includes reimbursements
from operating costs such as real estate taxes, maintenance and insurance and
is recognized as revenue in the period the applicable costs are incurred.
(f) The Financial Accounting Standard Board's Statement No. 107, "Disclosures
About Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments for which it is practicable to estimate
that value. Since quoted market prices are not available for the Partnership's
financial instruments, fair values have been based on estimates using present
value techniques. These techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, may not
be realized in immediate settlement of the instrument. Statement No. 107 does
not apply to all balance sheet items and excludes certain financial instruments
and all non-financial instruments such as real estate from its disclosure
requirements.
(g) Cash and cash equivalents include all unrestricted, highly liquid
investments with an original maturity of three months or less. At December 31,
1995, cash and cash equivalents are held or invested in primarily one type of
commercial paper.
(h) The Partnership is not liable for Federal income taxes as each partner
recognizes his proportionate share of the Partnership income or loss in his tax
return; therefore, no provision for income taxes is made in the financial
statements of the Partnership.
(i) A reclassification has been made to the previously reported 1993 and 1994
statements in order to conform with the classification used in 1995. This
reclassification has not changed the 1993 or 1994 results.
3. Partnership Agreement:
The Partnership was organized on March 13, 1987. The Partnership Agreement
provides for Balcor Partners-XXII to be the General Partner and for the
admission of Limited Partners through the sale of up to 30,000 Limited
Partnership Interests at $1,000 per Interest. The Partnership commenced the
offering of Limited Partnership Interests to the public on July 2, 1987 and
completed its minimum offering on August 13, 1987. The offering was terminated
on March 9, 1988, after the sale of 30,000 Limited Partnership Interests.
The Partnership and its subsidiaries own the Factory Outlet Centre (the
"Centre") located in Bristol, Wisconsin. The Partnership Agreement provides
that profits and losses will be allocated 1% to the General Partner and 99% to
the Limited Partners.
Net Cash Receipts of the Partnership available for distribution will be
distributed 90% to Limited Partners and 10% to the General Partner provided,
however, that 100% of the General Partner's share of Net Cash Receipts will be
subordinated to the prior receipt by Limited Partners of a Preferential
Distribution of 7% for each of the first five 12-month periods following the
termination of the offering and 8% for each 12-month period thereafter. For
each period during which the Preferential Distribution is not attained, the
General Partner's share of Net Cash Receipts will be deferred to the extent of
any such deficiency and such deferred portion will be paid to the General<PAGE>
Partner from future distributed Net Cash Receipts or from Net Cash Proceeds
after required subordination levels are attained. A deficiency in the
Preferential Distribution for a particular year will not by itself cause the
subordination of the General Partner's share of Net Cash Receipts in later
years. Net Cash Receipts will be computed after the deduction of the
Partnership expenses.
Net Cash Proceeds of the Partnership which are available for distribution will
be distributed to Limited Partners until they have received an amount equal to
their Original Capital plus a Cumulative Distribution of 12% per annum.
Thereafter, Net Cash Proceeds will be distributed to pay the General Partner an
amount equal to its subordinated and unpaid share of Net Cash Receipts, and
then 85% to the Limited Partners and 15% to the General Partner. Upon the
dissolution and liquidation of the Partnership, Net Cash Proceeds will be
distributed in accordance with the Partners' respective ending capital account
balances.
4. Mortgage Note Payable:
In June 1994, the Centre's first mortgage loan was refinanced. The interest
rate increased from 9.75% to 10.14%, the maturity date was extended from August
1994 to July 1999 and the monthly payments of principal and interest increased
from $104,400 to $117,120. A portion of the proceeds from the new $12,750,000
first mortgage loan were used to repay the existing first mortgage loan of
$11,468,631. The Centre, with a carrying value of $19,888,113 at December 31,
1995, was pledged as collateral for repayment of the mortgage loan.
Future maturities of the above note are approximately as follows:
1996 $ 137,000
1997 152,000
1998 168,000
1999 12,112,000
During the years ended December 31, 1995, 1994 and 1993, the Partnership
incurred and paid interest expense on the mortgage notes payable of $1,281,358,
$1,223,270 and $1,131,748, respectively.
5. Management Agreement:
As of December 31, 1995, the Centre is under a management agreement with a
third-party management company. This management agreement provides for a fee of
5% of all rental and certain service receipts collected.
6. Tax Accounting:
The Partnership maintains its books in accordance with the Internal Revenue
Code, rules and regulations promulgated thereunder and existing interpretations
thereof. The accompanying financial statements, which are prepared in
accordance with generally accepted accounting principles, will differ from the
tax returns due to the different treatment of various items as specified in the
Internal Revenue Code. For 1995, the net effect of these accounting differences
resulted in a net loss in the financial statements compared to net income for
tax reporting purposes; the difference of which is $315,852.<PAGE>
The aggregate cost of land for federal income tax purposes is $2,871,183 and
the aggregate cost of buildings and improvements for Federal income tax
purposes is $27,657,717. The total cost of the above mentioned is $30,528,900.
7. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are:
Year Ended Year Ended Year Ended
12/31/95 12/31/94 12/31/93
--------------- -------------- --------------
Paid Payable Paid Payable Paid Payable
------- -------- ------ ------- ------ -------
Property management fees None None $225,117 None $230,289 $23,799
Reimbursement of expenses
to the General Partner,
at cost:
Accounting $26,881 $3,057 44,324 16,613 30,090 2,483
Data processing 7,362 845 14,181 3,089 9,210 1,979
Investor communica-
tions 4,458 None 18,104 6,960 18,333 1,513
Legal 14,193 537 16,205 4,073 6,001 495
Portfolio management 56,781 9,476 35,774 13,117 24,833 2,049
Other 10,715 18 17,421 3,841 35,591 2,937
Allegiance Realty Group, Inc. an affiliate of the General Partner, managed the
Centre until the affiliate was sold to a third party in November 1994.
The Partnership participates in an insurance deductible program with other
affiliated partnerships in which the program pays claims up to the amount of
the deductible under the master insurance policies for its properties. The
program is administered by an affiliate of the General Partner who receives no
fee for administering the program; however, the General Partner is reimbursed
for program expenses. The Partnership paid premiums to the deductible insurance
program of $23,974, $27,307 and $18,499 for 1995, 1994 and 1993, respectively.
8. Rentals under Operating Leases:
The Partnership receives rental income from the leasing of retail shopping
center space under operating leases. The minimum future rentals (excluding
amounts representing executory costs such as taxes, maintenance and insurance)
based on operating leases held at December 31, 1995 are approximately as
follows:
1996 $ 2,850,000
1997 2,248,000
1998 1,723,000
1999 1,317,000
2000 745,000
Thereafter 878,000
Minimum future rentals do not include amounts which may be received from
certain tenants based upon a percentage of their gross sales in excess of
stipulated minimums. Percentage rentals totaled approximately $224,000 for
1995, $221,000 for 1994 and $98,000 for 1993.<PAGE>
The Partnership is subject to the usual business risks regarding the collection
of the above-mentioned rentals.
9. Fair Values of Financial Instruments:
The carrying amounts and fair values of the Partnership's financial instruments
at December 31, 1995 are as follows:
The carrying value of cash and cash equivalents, accounts and accrued interest
receivable, accounts and accrued interest payable approximates fair value.
Mortgage note payable: Based on borrowing rates available to the Partnership at
the end of 1995 for mortgage loans with similar terms and maturities, the fair
value of the mortgage note payable approximates the carrying value.
10. Subsequent Event:
In January 1996, the Partnership paid $165,810 to Limited Partners representing
the regular quarterly distribution of available Net Cash Receipts of $5.527 per
Interest for the fourth quarter of 1995.<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 2406
<SECURITIES> 0
<RECEIVABLES> 40
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3442
<PP&E> 30436
<DEPRECIATION> 10548
<TOTAL-ASSETS> 23621
<CURRENT-LIABILITIES> 818
<BONDS> 12569
0
0
<COMMON> 0
<OTHER-SE> 10234
<TOTAL-LIABILITY-AND-EQUITY> 23621
<SALES> 0
<TOTAL-REVENUES> 5411
<CGS> 0
<TOTAL-COSTS> 2663
<OTHER-EXPENSES> 1671
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1281
<INCOME-PRETAX> (204)
<INCOME-TAX> 0
<INCOME-CONTINUING> (204)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (204)
<EPS-PRIMARY> (6.73)
<EPS-DILUTED> (6.73)
</TABLE>
