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 September 30, 1994
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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 0-11805
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BALCOR REALTY INVESTORS-83
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(Exact name of registrant as specified in its charter)
Illinois 36-3189175
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Balcor Plaza
4849 Golf Road, Skokie, Illinois 60077-9894
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 677-2900
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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-83
(An Illinois Limited Partnership)
BALANCE SHEETS
September 30, 1994 and December 31, 1993
(Unaudited)
ASSETS
1994 1993
-------------- --------------
Cash and cash equivalents $ 6,281,620 $ 8,151,524
Restricted investment 700,000 700,000
Escrow deposits 1,204,265 1,193,269
Accounts and accrued interest receivable 42,542 10,224
Prepaid expenses 36,266 110,253
Deferred expenses, net of accumulated
amortization of $877,962 in 1994 and
$730,738 in 1993 642,185 579,985
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8,906,878 10,745,255
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Investment in real estate, at cost:
Land 10,560,405 10,560,405
Buildings and improvements 66,555,271 66,555,271
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77,115,676 77,115,676
Less accumulated depreciation 30,364,608 28,873,748
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Investment in real estate, net of
accumulated depreciation 46,751,068 48,241,928
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$ 55,657,946 $ 58,987,183
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LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 221,355 $ 268,123
Due to affiliates 153,925 111,475
Accrued liabilities, principally interest
and real estate taxes 996,655 2,257,527
Security deposits 296,427 302,614
Mortgage note payable - affiliate 839,859 894,339
Purchase price, promissory and mortgage
notes payable 55,637,543 57,672,864
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Total liabilities 58,145,764 61,506,942
Partners' capital (75,005 Limited Partnership
Interests issued and outstanding) (2,487,818) (2,519,759)
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$ 55,657,946 $ 58,987,183
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The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
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Income:
Rental and service $ 11,833,521 $ 12,548,014
Interest on short-term investments 227,314 67,560
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Total income 12,060,835 12,615,574
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Expenses:
Interest on purchase price, promissory
and mortgage notes payable 3,525,898 4,682,415
Depreciation 1,490,860 1,646,227
Amortization of deferred expenses 147,224 169,093
Property operating 5,108,939 4,707,623
Real estate taxes 1,101,100 1,208,413
Property management fees 591,010 630,527
Administrative 451,694 325,963
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Total expenses 12,416,725 13,370,261
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Loss before gain on sale of property
and extraordinary item (355,890) (754,687)
Gain on sale of property 3,768,358
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(Loss) income before extraordinary item (355,890) 3,013,671
Extraordinary item:
Gain on forgiveness of debt 1,400,400
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Net income $ 1,044,510 $ 3,013,671
============== ==============
(Loss) income before extraordinary item
allocated to General Partner $ (17,795) $ 150,684
============== ==============
(Loss) income before extraordinary item
allocated to Limited Partners $ (338,095) $ 2,862,987
============== ==============
(Loss) income before extraordinary item
per Limited Partnership Interest (75,005
issued and outstanding) $ (4.51) $ 38.17
============== ==============
Extraordinary item allocated to
General Partner $ 70,020 None
============== ==============
Extraordinary item allocated to
Limited Partners $ 1,330,380 None
============== ==============
Extraordinary item per Limited Partnership
Interest (75,005 issued and outstanding) $ 17.74 None
============== ==============
Net income allocated to General Partner $ 52,225 $ 150,684
============== ==============
Net income allocated to Limited Partners $ 992,285 $ 2,862,987
============== ==============
Net income per Limited Partnership Interest
(75,005 issued and outstanding) $ 13.23 $ 38.17
============== ==============
Distributions to Limited Partners $ 1,012,569 None
============== ==============
Distributions per Limited Partnership
Interest $ 13.50 None
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended September 30, 1994 and 1993
(Unaudited)
1994 1993
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Income:
Rental and service $ 3,953,319 $ 4,067,711
Interest on short-term investments 78,953 35,652
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Total income 4,032,272 4,103,363
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Expenses:
Interest on purchase price, promissory
and mortgage notes payable 1,148,062 1,566,702
Depreciation 496,950 524,568
Amortization of deferred expenses 53,762 83,311
Property operating 1,983,523 1,566,706
Real estate taxes 365,696 375,453
Property management fees 198,078 206,667
Administrative 142,329 71,923
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Total expenses 4,388,400 4,395,330
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Loss before gain on sale of property (356,128) (291,967)
Gain on sale of property 3,768,358
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Net (loss) income $ (356,128) $ 3,476,391
============== ==============
Net (loss) income allocated to
General Partner $ (17,807) $ 173,820
============== ==============
Net (loss) income allocated to
Limited Partners $ (338,321) $ 3,302,571
============== ==============
Net (loss) income per Limited Partnership
Interest (75,005 issued and outstanding) $ (4.51) $ 44.03
============== ==============
Distribution to Limited Partners $ 337,523 None
============== ==============
Distribution per Limited Partnership Interest $ 4.50 None
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS
for the nine months ended September 30, 1994 and 1993
(Unaudited)
1994 1993
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Operating activities:
Net income $ 1,044,510 $ 3,013,671
Adjustments to reconcile net income
to net cash provided by operating
activities:
Gain on forgiveness of debt (1,400,400)
Gain on sale of property (3,768,358)
Depreciation of properties 1,490,860 1,646,227
Amortization of deferred expenses 147,224 169,093
Deferred interest expense 323,214
Payments of deferred interest expense (377,109)
Net change in:
Escrow deposits (10,996) (101,642)
Accounts and accrued interest
receivable (32,318) 158,747
Prepaid expenses 73,987 (75,000)
Accounts payable (46,768) (256,296)
Due to affiliates 42,450 22,601
Accrued liabilities (327,398) (250,344)
Security deposits (6,187) (15,683)
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Net cash provided by operating activities 974,964 489,121
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Investing activities:
Improvements to properties (93,545)
Proceeds from sale of real estate 10,600,000
Payment of selling costs (26,200)
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Net cash provided by investing activities 10,480,255
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Financing activities:
Distributions to Limited Partners (1,012,569)
Proceeds from issuance of mortgage note
payable 3,000,000 11,043,750
Repayment of mortgage notes payable (3,123,000) (10,916,567)
Repayment of mortgage notes payable -
affiliate (54,480) (3,837,920)
Principal payments on purchase price,
promissory and mortgage notes payable (1,445,395) (222,834)
Payment of deferred expenses (209,424) (275,200)
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Net cash used in financing activities (2,844,868) (4,208,771)
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Net change in cash and cash equivalents (1,869,904) 6,760,605
Cash and cash equivalents at beginning
of period 8,151,524 791,465
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Cash and cash equivalents at end of period $ 6,281,620 $ 7,552,070
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The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(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, 1994, and all such adjustments are of a normal and
recurring nature.
2. Interest Expense:
During the nine months ended September 30, 1994 and 1993, the Partnership
incurred interest expense on purchase price, promissory and mortgage notes
payable to non-affiliates of $3,451,967 and $4,391,773 and paid interest
expense of $3,451,967 and $4,240,221, respectively.
3. Transactions with affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
nine months and quarter ended September 30, 1994 are:
Paid
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Nine Months Quarter Payable
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Property management fees $610,712 $197,236 $66,419
Reimbursement of expenses to
the General Partner, at cost:
Accounting 46,452 29,048 27,325
Data processing 24,452 11,066 26,488
Investor communications 14,347 8,972 6,121
Legal 10,751 6,723 7,871
Portfolio management 40,207 25,144 16,416
Other 15,969 5,822 3,285
As of September 30, 1994, the Partnership has an $839,859 unsecured third loan
outstanding to Balcor Real Estate Holdings, Inc. ("BREHI"), an affiliate of the
General Partner. This loan relates to the 1989 refinancing of Walnut Ridge -
Phase II Apartments. During the nine months ended September 30, 1994 and 1993,
the Partnership incurred interest expense on BREHI loans of $73,931 and
$290,642 and paid interest expense of $135,202 and $381,585, respectively. The
Partnership also repaid $54,480 of principal during the nine months ended
September 30, 1994. Interest expense of $14,607 was payable as of September 30,
1994.
4. Loan Refinancings:
(a) In July 1994, the first mortgage loan collateralized by Sandridge - Phase
II Apartments was refinanced. The new first mortgage loan of $3,000,000 bears
interest at a rate of 9.125% per annum, requires monthly payments of principal
and interest of $24,409 and matures in August 2001. The Partnership used these
proceeds and cash reserves to repay the existing first mortgage loan of
$3,123,000. The Partnership also funded capital reserve escrows of $156,825 as
well as related closing costs of $140,198.
(b) In February 1994, the Partnership completed a refinancing of the
$11,366,926 first mortgage loan collateralized by North Cove Apartments which
had matured in June 1993. Pursuant to the terms of the refinancing, the
Partnership was required to remit $1,000,000 to the lender representing a
principal reduction, and the lender forgave $466,926 of the principal balance
and deferred interest of $933,474, reducing the principal balance to
$9,900,000. This transaction resulted in a $1,400,400 extraordinary gain on
forgiveness of debt. The new loan bears interest at a rate of 8% per annum with
equal monthly payments of principal and interest of $72,643 and matures in
March 2001. The Partnership paid fees of $69,226 related to this refinancing.
5. Subsequent Event:
In October 1994, the Partnership made a distribution of $337,523 ($4.50 per
Interest) to the holders of Limited Partnership Interests for the third quarter
of 1994.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Realty Investors-83 (the "Partnership") is a limited partnership formed
in 1981 to invest in and operate income-producing real property. The
Partnership raised $75,005,000 from sales of Limited Partnership Interests and
utilized these proceeds to acquire eleven real property investments and a
minority joint venture interest in one additional real property. To date, two
properties have been sold and titles to an additional property as well as the
property in which the Partnership held a minority joint venture interest have
been relinquished through foreclosure to the lenders. The Partnership continues
to operate its eight remaining properties.
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 1993 for a more complete understanding of
the Partnership's financial position.
Operations
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Summary of Operations
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In connection with the February 1994 refinancing of the mortgage loan
collateralized by North Cove Apartments, the lender forgave deferred interest
and a portion of the principal due on the loan resulting in the recognition of
an extraordinary gain on forgiveness of debt for the nine months ended
September 30, 1994. During August 1993, the Partnership sold Sunset Place
Apartments resulting in the recognition of a gain on the sale of the property
for the nine months and quarter ended September 30, 1993. These are the primary
reasons the Partnership generated net income for the nine months ended
September 30, 1994 and the nine months and quarter ended September 30, 1993.
Further discussion of the Partnership's operations is summarized below.
1994 Compared to 1993
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The sale of Sunset Place Apartments in August 1993 resulted in decreases in
rental and service income, interest expense on purchase price, promissory and
mortgage notes payable, depreciation, amortization of deferred expenses,
property operating expenses, real estate taxes and property management fees
during the nine months and quarter ended September 30, 1994 as compared to the
same periods in 1993. These decreases were partially or, in certain cases,
fully offset by the events described below. In connection with the sale, the
Partnership recognized a gain during the third quarter of 1993.
Higher rental rates at seven of the Partnership's remaining properties during
the nine months ended September 30, 1994 resulted in increases in rental and
service income and, correspondingly, property management fees which partially
offset the above decreases from the Sunset Place sale.
Due to larger average cash balances available for investment during 1994 as a
result of the 1993 property sale and refinancings, interest income on short-
term investments increased for the nine months and quarter ended September 30,
1994 as compared to the same periods in 1993.
In addition to the decrease in interest expense related to the sale of Sunset
Place Apartments discussed above, lower interest rates on the Desert Sands and
Springs Pointe mortgage loans combined with lower interest expense relating to
the North Cove and Sandridge - Phase II mortgage loan refinancings in February
and July 1994, respectively, further decreased interest expense during the nine
months and quarter ended September 30, 1994 as compared to the same periods in
1993. Additionally, the Partnership paid a prepayment premium in connection
with the July 1993 refinancing of the mortgage loan collateralized by the
Walnut Ridge - Phase II Apartments. This resulted in a further decrease in
interest expense for the quarter ended September 30, 1994 as compared to the
same period in 1993.
The refinancing of the mortgage loan collateralized by the Walnut Ridge - Phase
I and II apartment complexes and the sale of Sunset Place Apartments discussed
above resulted in a decrease in amortization of deferred expenses for the nine
months and quarter ended September 30, 1994 as compared to the same periods in
1993. However, amortization of deferred expenses relating to the 1994
refinancings of the North Cove and Sandridge - Phase II apartment complexes
partially offset this decrease.
Primarily due to higher roof repair expenditures at the Deer Oaks and Desert
Sands apartment complexes, exterior painting and repairs at the Sandridge -
Phase II, North Cove, Desert Sands and Springs Pointe apartment complexes, and
increased insurance and utility costs at several of the Partnership's
properties, property operating expenses increased at these properties during
the nine months and quarter ended September 30, 1994 as compared to the same
periods in 1993 and fully offset the decrease from the property sale.
Primarily due to higher accounting, portfolio management, and data processing
fees combined with legal expenses incurred related to the North Cove bankruptcy
proceedings, administrative expenses increased during the nine months and
quarter ended September 30, 1994, as compared to the same periods in 1993.
In February 1994, the first mortgage loan collateralized by North Cove
Apartments was refinanced, and the lender forgave deferred interest and a
portion of the principal. In connection with this transaction, the Partnership
recognized an extraordinary gain on forgiveness of debt during the nine months
ended September 30, 1994.
Liquidity and Capital Resources
- - -------------------------------
The cash flow provided by the operating activities of the Partnership during
the first nine months of 1994 included cash generated from the operation of the
properties and interest income on short-term investments. This cash flow was
partially offset by the payment of administrative expenses. The Partnership
used the cash flow provided by operating activities and cash reserves to fund
financing activities including distributions to Limited Partners, payment of
deferred expenses and principal payments on mortgage notes payable, which
included a $1,000,000 principal reduction on the North Cove Apartments loan as
required by the February 1994 refinancing. Proceeds were received from
financing activities in connection with the refinancing of the Sandridge -
Phase II mortgage loan. These proceeds and a portion of cash reserves were used
to repay the existing first mortgage loan obligation and closing costs. As a
result, the cash or near cash position of the Partnership decreased as of
September 30, 1994 when compared to December 31, 1993. A portion of the
remaining cash reserves are being held to fund potential cash requirements
relating to the refinancing or modification of the Eagle Crest - Phase I
mortgage loan which matured in November 1994.
The Partnership classifies the cash flow performance of its properties as
either positive, a marginal deficit or a significant deficit, each after
consideration of debt service payments unless otherwise indicated. A deficit is
considered to be significant if it exceeds $250,000 annually or 20% of the
property's rental and service income. During the nine months ended September
30, 1994, seven of the Partnership's remaining properties generated positive
cash flow while North Cove Apartments operated at a marginal cash flow deficit.
During the nine months ended September 30, 1993, seven of the Partnership's
properties generated positive cash flow, while Desert Sands Apartments operated
at a marginal cash flow deficit. The North Cove Apartments' cash flow decreased
primarily due to decreased suite income and increased structural repairs,
utility, payroll and insurance costs. Cash flow improved at Desert Sands
Apartments due to higher rental income resulting from higher rental rates and
due to lower interest expense resulting from an interest rate adjustment.
While the cash flow of certain of the Partnership's properties has improved,
the General Partner continues to pursue a number of actions aimed at improving
the cash flow of the Partnership's properties including refinancing of mortgage
loans, improving property operating performance, and seeking rent increases
where market conditions allow. Despite improvements in the local economies and
rental markets where certain of the Partnership's properties are located, the
General Partner believes that continued ownership of many of the properties is
in the best interests of the Partnership in order to maximize potential returns
to Limited Partners. As a result, the Partnership will continue to own these
properties for longer than the holding period for the assets originally
described in the prospectus. The General Partner examines the operations of
each property and each local market individually when determining the optimal
time to sell each of the Partnership's properties.
Although an affiliate of the General Partner has, in certain circumstances,
provided mortgage and unsecured loans for certain properties of the
Partnership, there can be no assurance that loans of these types will be
available from either an affiliate or the General Partner in the future. During
December 1994, approximately $840,000 of loan financing with an affiliate of
the General Partner matures. If the amount due is not repaid prior to maturity
from sale of refinancing proceeds, the Partnership expects to be able to extend
this loan under its current terms.
Each of the Partnership's properties is owned through the use of third-party
mortgage loan financing and, therefore, the Partnership is subject to the
financial obligations required by such loans. During November 1994, the
mortgage loan of approximately $6,939,000 collateralized by the Eagle Crest -
Phase I apartment complex matured. The Partnership continues making debt
service payments to the current lender, while negotiating to refinance this
loan with a third party. The Partnership expects to complete this transaction
during the fourth quarter of 1994. As a result of the downturn experienced by
the real estate industry over the last few years, many banks, savings and loans
and other lending institutions have tightened mortgage lending criteria and are
generally willing to advance less funds with respect to a property than many
lenders were willing to advance during the 1980's. As a result, in certain
instances it may be difficult for the Partnership to refinance a property in an
amount sufficient to retire in full the current mortgage financing with respect
to the property. In the event negotiations with the existing lender for a loan
modification or with new lenders for a refinancing are unsuccessful, the
Partnership may sell the collateral property or other properties to satisfy an
obligation or may relinquish title to the collateral property in satisfaction
of the outstanding mortgage loan balance.
In July 1994, the first mortgage loan collateralized by Sandridge - Phase II
Apartments was refinanced. The proceeds of the new loan of $3,000,000 along
with cash reserves were used to repay the existing first mortgage loan of
$3,123,000. The Partnership also funded capital reserves and related closing
costs. See Note 4 of Notes to Financial Statements for additional information.
In February 1994, the Partnership completed a refinancing of the loan
collateralized by North Cove Apartments pursuant to which the Partnership was
required to make a $1,000,000 principal payment, and the lender forgave
$1,400,400 of principal and deferred interest. See Note 4 of Notes to Financial
Statements for additional information.
A restricted deposit in the amount of $700,000 is pledged as additional
collateral related to the mortgage loan on the Desert Sands Apartments. The
amount pledged as collateral is invested in short-term instruments pursuant to
the terms of the pledge agreement with the lending institution. Interest earned
on this amount accumulates to the benefit of the Partnership.
Eagle Crest - Phase I Apartments is located near the Dallas/Ft. Worth Airport.
A proposed expansion plan provides for the construction of two additional
runways on airport property. A proposed plan provides for varying levels of
compensation to single family homeowners for the expected loss in value to
their homes as a result of increased air traffic and heightened noise levels.
However, no similar compensation is planned for the majority of apartment
complex owners in the area, including the Partnership. In July 1993, the
Partnership and other affected multi-family property owners filed a lawsuit to
obtain equitable compensation. The airport board and the plaintiffs each filed
a motion for summary judgment in March and April 1994, respectively. Court-
ordered mediation between the parties did not result in a resolution and on
October 12, 1994, the airport board's motion for summary judgment was granted.
If the judgment stands in the airport board's favor, the Partnership would not
receive any compensation as a result of the airport expansion. On October 24,
1994, the plaintiffs filed a motion for a new trial and/or to alter the
judgment based on certain facts not previously considered. This motion is
pending. If the court does not rule in favor of the plaintiffs, the
Partnership will consider its other options including a possible appeal of the
summary judgment.
During October 1994, the Partnership made a distribution of $337,523 ($4.50 per
Interest) to the holders of Limited Partnership Interests for the third quarter
of 1994. The level of this distribution was consistent with the amount
distributed for the second quarter of 1994. The General Partner expects to
continue quarterly distributions to Limited Partners based on the current
performance of the Partnership's properties. However, the level of future
distributions, if available, will depend on cash flow from the Partnership's
remaining properties, the successful refinancing of certain mortgage loans and
proceeds from future property sales, as to all of which there can be no
assurances.
On November 4, 1994, The Balcor Company completed the sale of the assets of
Allegiance Realty Group, Inc. to an unaffiliated company, Insignia Allegiance
Management, Inc. ("Insignia"), which is based in Greenville, South Carolina. As
a result of this transaction, Insignia has assumed the management of the
Partnership's properties. This transaction is not expected to result in any
material change to the property management fees paid by the Partnership.
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 depending on general
or local economic conditions. In the long-term, inflation will increase
operating costs and replacement costs and may lead to increased rental revenues
and real estate values. The timing of the long-term effects of inflation on
real estate may be dictated by general or local economic conditions.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- - -----------------------------------------
(a) Exhibits:
(4) Amended and Restated Certificate of Limited Partnership set forth as
Exhibit 4.1 to Amendment No. 1 to Registrant's Registration Statement on
Form S-11 dated December 10, 1982 (Registration No. 2-79043) and Form of
Confirmation regarding Interests in the Registrant set forth as Exhibit 4.2 to
the Registrant's Report on Form 10-Q for the quarter ended June 30, 1992
(Commission File No. 0-11805) are incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for the nine month period ending
September 30, 1994 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended September 30, 1994.
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-83
By: /s/Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners-XIII, the General Partner
By: /s/Allan Wood
------------------------------
Allan Wood
Executive Vice President, and Chief
Accounting and Financial Officer (Principal
Accounting and Financial Officer) of Balcor
Partners-XIII, the General Partner
Date: November 10, 1994
--------------------------