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, 1994 ------------------ OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ----- EXCHANGE ACT OF 1934. For the transition period from to ------------ ------------ Commission file number 0-15649 ------- 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.) Balcor Plaza 4849 Golf Road, Skokie, Illinois 60077-9894 - ---------------------------------------- ------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (708) 677-2900 -------------- 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 ----- ----- BALCOR REALTY INVESTORS 86-SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) BALANCE SHEETS September 30, 1994 and December 31, 1993 (Unaudited) ASSETS 1994 1993 -------------- -------------- Cash and cash equivalents $ 1,251,225 $ 556,725 Escrow deposits 442,380 506,759 Accounts and accrued interest receivable 118,152 170,773 Deferred expenses, net of accumulated amortization of $633,920 in 1994 and $521,266 in 1993 419,799 532,453 -------------- -------------- 2,231,556 1,766,710 -------------- -------------- Investment in real estate: Land 11,137,023 11,137,023 Buildings and improvements 83,187,367 83,187,367 -------------- -------------- 94,324,390 94,324,390 Less accumulated depreciation 30,797,238 28,703,498 -------------- -------------- Investment in real estate, net of accumulated depreciation 63,527,152 65,620,892 -------------- -------------- $ 65,758,708 $ 67,387,602 ============== ============== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 202,883 $ 202,883 Due to affiliates 153,287 80,141 Accrued liabilities, principally interest and real estate taxes 436,425 126,652 Security deposits 440,624 419,489 Purchase price, promissory and mortgage notes payable 73,508,859 74,429,557 -------------- -------------- Total liabilities 74,742,078 75,258,722 Affiliates' participation in joint ventures (1,282,828) (1,082,242) Partners' capital (59,791 Limited Partnership Interests issued and outstanding) (7,700,542) (6,788,878) -------------- -------------- $ 65,758,708 $ 67,387,602 ============== ============== 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, 1994 and 1993 (Unaudited) 1994 1993 -------------- -------------- Income: Rental and service $ 12,038,498 $ 11,664,015 Interest on short-term investments 43,031 23,472 -------------- -------------- Total income 12,081,529 11,687,487 -------------- -------------- Expenses: Interest on purchase price, promissory and mortgage notes payable 4,783,563 5,161,885 Depreciation 2,093,740 2,093,740 Amortization of deferred expenses 112,654 119,369 Property operating 4,186,811 3,601,778 Real estate taxes 1,034,460 1,063,111 Property management fees 601,957 584,739 Administrative 289,078 290,876 -------------- -------------- Total expenses 13,102,263 12,915,498 -------------- -------------- Loss before affiliates' participation in joint ventures and extraordinary item (1,020,734) (1,228,011) Affiliates' participation in losses from joint ventures 109,070 5,387 -------------- -------------- Loss before extraordinary item (911,664) (1,222,624) Extraordinary item: Gain on forgiveness of debt 1,281,439 -------------- -------------- Net (loss) income $ (911,664) $ 58,815 ============== ============== Net loss before extraordinary item allocated to General Partner $ (9,117) $ (12,226) ============== ============== Net loss before extraordinary item allocated to Limited Partners $ (902,547) $ (1,210,398) ============== ============== Net loss before extraordinary item per Limited Partnership Interest (59,791 issued and outstanding) $ (15.10) $ (20.25) ============== ============== Extraordinary item allocated to General Partner None $ 12,814 ============== ============== Extraordinary item allocated to Limited Partners None $ 1,268,625 ============== ============== Extraordinary item per Limited Partnership Interest (59,791 issued and outstanding) None $ 21.22 ============== ============== Net (loss) income allocated to General Partner $ (9,117) $ 588 ============== ============== Net (loss) income allocated to Limited Partners $ (902,547) $ 58,227 ============== ============== Net (loss) income per Limited Partnership Interest (59,791 issued and outstanding) $ (15.10) $ 0.97 ============== ============== 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, 1994 and 1993 (Unaudited) 1994 1993 -------------- -------------- Income: Rental and service $ 4,129,464 $ 3,938,065 Interest on short-term investments 20,018 8,529 -------------- -------------- Total income 4,149,482 3,946,594 -------------- -------------- Expenses: Interest on purchase price, promissory and mortgage notes payable 1,624,176 1,576,626 Depreciation 697,913 697,913 Amortization of deferred expenses 37,551 37,551 Property operating 1,609,155 1,233,714 Real estate taxes 335,820 357,016 Property management fees 206,474 196,919 Administrative 83,351 99,176 -------------- -------------- Total expenses 4,594,440 4,198,915 -------------- -------------- Loss before affiliates' participation in joint ventures (444,958) (252,321) Affiliates' participation in losses (income) from joint ventures 63,756 (21,724) -------------- -------------- Net loss $ (381,202) $ (274,045) ============== ============== Net loss allocated to General Partner $ (3,813) $ (2,740) ============== ============== Net loss allocated to Limited Partners $ (377,389) $ (271,305) ============== ============== Net loss per Limited Partnership Interest (59,791 issued and outstanding) $ (6.32) $ (4.54) ============== ============== 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, 1994 and 1993 (Unaudited) 1994 1993 -------------- -------------- Operating activities: Net (loss) income $ (911,664) $ 58,815 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Extraordinary gain on forgiveness of debt (1,281,439) Affiliates' participation in losses from joint ventures (109,070) (5,387) Depreciation of properties 2,093,740 2,093,740 Amortization of deferred expenses 112,654 119,369 Collection of insurance proceeds 94,425 513,927 Net change in: Escrow deposits 1,120 (418,406) Accounts and accrued interest receivable (41,804) (23,807) Accounts payable (151,966) Due to affiliates 73,146 (3,541) Accrued liabilities 309,773 112,392 Security deposits 21,135 26,629 -------------- -------------- Net cash provided by operating activities 1,643,455 1,040,326 -------------- -------------- Investing activities: Release of capital improvement escrow 63,259 -------------- Net cash provided by investing activities 63,259 -------------- Financing activities: Contributions by joint venture partners - affiliates 40,040 123,638 Distributions to joint venture partners - affiliates (131,556) Issuance of purchase price, promissory and mortgage notes payable 24,010,000 Repayment of purchase price, promissory and mortgage notes payable (24,950,147) Principal payments on purchase price, promissory and mortgage notes payable (920,698) (646,218) Payment of deferred expenses (392,399) -------------- -------------- Net cash used in financing activities (1,012,214) (1,855,126) -------------- -------------- Net change in cash and cash equivalents 694,500 (814,800) Cash and cash equivalents at beginning of period 556,725 1,092,300 -------------- -------------- Cash and cash equivalents at end of period $ 1,251,225 $ 277,500 ============== ============== 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, 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 of $4,783,563 and $5,161,885 and paid interest expense of $4,783,563 and $5,144,151, 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 -------------------- Nine Months Quarter Payable ----------- -------- --------- Property management fees $599,067 $204,607 $68,686 Reimbursement of expenses to the General Partner, at cost: Accounting 37,148 23,831 20,215 Data processing 18,549 9,684 23,953 Investor communication 8,465 5,430 4,176 Legal 12,509 8,025 12,589 Portfolio management 28,258 18,128 20,561 Other 8,065 5,174 3,107 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. Prior to 1994, title to two of these properties and the property in which the Partnership held a minority joint venture interest were relinquished through foreclosure. The Partnership continues to operate its six 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 - ---------- Summary of Operations - --------------------- The extraordinary gain on forgiveness of debt associated with the refinancing of the Lake Ridge Apartments mortgage during the second quarter of 1993 is the primary reason for a net loss during the nine months ended September 30, 1994 as compared to net income during the same period in 1993. Higher property operating expenses were partially offset by higher rental revenues, resulting in an increase in the net loss for the quarter ended September 30, 1994 as compared to the same period in 1993. Further discussion of the Partnership's operations are summarized below. 1994 Compared to 1993 - --------------------- Higher rental rates at the Lakeside, Pines of Cloverlane, Cedar Crest, and Brighton Townhomes apartment complexes in 1994 resulted in an increase in rental income for the nine months and quarter ended September 30, 1994 as compared to same periods in 1993. Higher average cash balances in addition to increased interest rates resulted in an increase in interest income on short-term investments during the nine months and quarter ended September 30, 1994 as compared to the same periods in 1993. The refinancings of the Lake Ridge and Lakeville Resort apartment complexes in April 1993 reduced the interest expense incurred on mortgage notes payable. Additionally, the interest rate on the Cedar Crest Apartments mortgage note was adjusted from 9.75 percent to 7.875 percent effective July 1993 in accordance with the loan agreement. The combination of these transactions caused interest expense on purchase price, promissory and mortgage notes payable to decrease for the nine months ended September 30, 1994 as compared to the same period in 1993. The Lake Ridge Apartment refinancing resulted in a gain on forgiveness of debt during the second quarter of 1993 due to a discounted prepayment of the original loan. Higher expenditures for exterior painting, carpeting, utilities and insurance at the Lakeville Resort Apartments; payroll, insurance, carpeting and leasing costs at the Pines of Cloverlane Apartments; and landscaping, utilities, insurance, carpeting and payroll at the Cedar Crest Apartments resulted in an increase in property operating expense during the nine months and quarter ended September 30, 1994 as compared to the same periods in 1993. An affiliate of the General Partner holds a minority joint venture interest in the Lakeville Resort Apartments. Higher property operating expense in 1994 resulted in an increase in affiliates' participation in losses from joint ventures during the nine months ended September 30, 1994 as compared to the same period in 1993. The higher property operating expense in 1994 also resulted in affiliates' participation in losses for the quarter ended September 30, 1994 as compared to income for the same period in 1993. Liquidity and Capital Resources - ------------------------------- The Partnership's cash flow provided by operating activities during the nine months ended September 30, 1994 was generated primarily from the operation of the Partnership's properties which was partially offset by the payment of administrative expenses. The Partnership used the net cash provided by its operating activities and investing activities (release of a capital improvement escrow on Lake Ridge Apartments), to fund its financing activities which consisted primarily of the payment of principal on the properties' mortgage notes and a net distribution to a joint venture partner-affiliate. 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 significant if it exceeds $250,000 annually or 20% of the property's rental and service income. During the first nine months of 1994 and 1993, the Cedar Crest and Pines of Cloverlane apartment complexes generated positive cash flow. The Lakeside, Lake Ridge and Brighton Townhomes apartment complexes generated positive cash flow during the first nine months of 1994 as compared to marginal deficits for the same period in 1993. The improvement at the Lakeside Apartments was due to lower property operating expense as a result of roof repair work completed in 1993 and higher rental revenues in 1994 due to increased rental rates. The improvement at the Lake Ridge Apartments was due to the refinancing of the mortgage note payable and the improvement at the Brighton Townhomes Apartments was the result of higher rental revenues also due to an increase in rental rates. The Lakeville Resort Apartments generated a marginal deficit during the first nine months of 1994 as compared to positive cash flow for the same period in 1993 due to higher expenditures for exterior painting, carpeting, utilities and insurance. 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 returns to Limited Partners and, therefore, the Partnership will continue to own these properties for longer than the holding period for the assets originally described in the prospectus. 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. As a result of the General Partner's successful efforts to obtain loan modifications as well as refinancings of many existing loans with new lenders, the Partnership has no third-party financing which matures prior to 1996. Although investors have received certain tax benefits, the Partnership has not commenced distributions. Future distributions will depend on the level of cash flow from the Partnership's remaining properties and proceeds from future property sales, as to both of which there can be no assurances. Operations have improved and to the extent this trend continues, the Partnership may be able to commence distributions to partners in the near future. 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 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. BALCOR REALTY INVESTORS 86-SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits: (4) 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 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 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: /s/Allan Wood --------------------------------- Allan Wood Executive Vice President, and Chief Accounting and Financial Officer (Principal Accounting and Financial Officer) of Balcor Partners-XIX, the General Partner Date: November 10, 1994 ------------------------