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 0-11805
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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
2355 Waukegan Rd., Bannockburn, Illinois 60015
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Securities registered pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests
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(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 ]
PART I
Item 1. Business
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Balcor Realty Investors-83 (the "Registrant") is a limited partnership formed
in 1981 under the laws of the State of Illinois. The Registrant raised
$75,005,000 from sales of Limited Partnership Interests. The Registrant's
operations consist exclusively of investment in and operation of real
properties, and all financial information included in this report relates to
this industry segment.
The Registrant utilized the net offering proceeds to acquire eleven real
property investments and a minority joint venture interest in an additional
property. The Registrant has since disposed of five of these properties,
including the property in which the Registrant held a minority joint venture
interest. As of December 31, 1995, the Registrant owns the seven properties
described under "Properties" (Item 2). The Partnership Agreement provides that
the proceeds of any sale or refinancing of the Registrant's properties will not
be reinvested in new acquisitions.
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.
Operationally, existing apartment properties continued to register occupancy
percentages in the 90s, with average rents rising at an annual rate of between
3 and 4 percent. Apartments are still considered one of the top real estate
asset classes in terms of performance. However, some markets are experiencing
new construction of rental units which, if unrestrained, could impact the
performance of existing properties. Most of the new construction is aimed at
the two segments of the rental market which are growing the fastest: low-income
households and upper-income households who prefer to rent rather than own. Of
all the major asset classes, apartments typically display the least volatility
in terms of property values.
The General Partner had previously advised the Limited Partners that its
strategy was to sell the Registrant's remaining assets over the next two to
three years. The General Partner also stated that the timing of the liquidation
could be lengthened or shortened due to changes in market conditions, economic
factors, interest rates and unforeseen events. Since November 1995, the General
Partner believes that the market for multifamily housing properties has become
increasingly favorable to sellers of these properties. This belief is based on
the results of the sales and marketing activities of the Registrant as
described below and based upon the similar results of such activities by
various other partnerships affiliated with the Registrant. These favorable
market conditions are in part attributable to the increasing strength of the
capital markets and the reentry of REITs into the acquisition market. Since
November 1995, the Registrant has entered into a letter of intent to sell one
of its seven properties, and, if the market remains favorable, intends to begin
actively marketing more of the properties for sale. If the current market
conditions for sales remain favorable and the General Partner can obtain
appropriate sales prices, the Registrant's liquidation strategy may be
accelerated.
The Registrant received notice of an unsolicited offer for the purchase of
limited partnership interests ("tender offer") in November 1995. The tender
offer was made by Walton Street Capital Acquisition Co., L.L.C. ("Walton
Street"). Walton Street stated that their primary motive in making the offer
was to make a profit from the purchase of the interests. Walton Street acquired
7.70% of the total interests outstanding in the Registrant and assigned the
interests to its affiliate, WIG 83 Partners. The Registrant incurred
administrative costs in responding to the tender offer.
The Registrant received notice of an unsolicited offer for the purchase of
limited partnership interests ("tender offer") on March 11, 1996. The tender
offer was made by Metropolitan Acquisition VII, L.L.C. ("Metropolitan").
Metropolitan is an affiliate of Insignia Financial Group, Inc., which provides
property management services to all of the Registrant's properties.
Metropolitan has stated that their primary motive in making the offer is to
make a profit from the purchase of the interests. Metropolitan is seeking to
acquire up to 30% of the total interests outstanding in the Registrant. The
Registrant will incur administrative costs in responding to the tender offer
and may incur additional costs if additional tender offers are made in the
future. The General Partner cannot predict with any certainty what the impact
of this tender offer or any future tender offers will have on the operations or
management of the Registrant.
The Registrant completed the refinancings of two mortgage notes payable in
1995. See "Item 7. Liquidity and Capital Resources," for additional
information.
During 1995, the Registrant sold the North Cove apartment complex. See "Item 7.
Liquidity and Capital Resources," for additional information.
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-XIII, 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. Properties
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As of December 31, 1995, the Registrant owns the seven properties described
below:
Location Description of Property
- -------- -----------------------
San Antonio, Texas * Deer Oaks Apartments: a 244-unit apartment
complex located on approximately 10 acres.
Phoenix, Arizona Desert Sands Apartments: a 412-unit apartment
complex located on approximately 20 acres.
Irving, Texas * Eagle Crest Apartments - Phase I: a 296-unit
apartment complex located on approximately 12
acres.
Pasadena, Texas Sandridge Apartments - Phase II: a 196-unit
apartment complex located on approximately 8
acres.
Las Vegas, Nevada Springs Pointe Village Apartments: a 484-unit
apartment complex located on approximately 27
acres.
Corpus Christi, Texas Walnut Ridge Apartments - Phase I: a 380-unit
apartment complex located on approximately 11
acres.
Corpus Christi, Texas Walnut Ridge Apartments - Phase II: a 324-unit
apartment complex located on approximately 9
acres.
*Owned by the Registrant through a joint venture with the seller.
See Note 6 of Notes to Financial Statements for additional information.
Each of the properties is held subject to various mortgage loans.
In the opinion of the General Partner, the Registrant has provided for adequate
insurance coverage for its real estate investment properties.
See Notes to Financial Statements for other information regarding real property
investments.
Item 3. Legal Proceedings
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Deer Oaks Apartments
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In 1983, a joint venture consisting of the Registrant as general partner and
the seller as limited partner (the "Joint Venture") acquired the Deer Oaks
Apartments. In 1981, an affiliate of the seller (together, the "Seller") sold
another property to a joint venture affiliated with the Registrant (the
"Affiliate"). In 1987, the Joint Venture and the Affiliate filed suit against
the Seller, two principals of the Seller and other parties in the 285th
District Court, Bexar County, Texas, Case No.: 87-CI-11919, DO Associates, et
al. vs. ADC Development Co., et al. seeking to recover amounts from the Seller
under the management and guarantee agreements and for construction defects at
the properties.
The case went to trial in April 1992 and the jury found for the Joint Venture
and the Affiliate on certain counts and against them on other counts. The jury
awarded the Joint Venture $195,654 and the Affiliate $205,860, which was less
than requested. The Joint Venture and the Affiliate filed a notice of appeal in
October 1993, in the Fourth Court of Appeals, State of Texas, San Antonio
(Appeal No.: 04-93-00718-CV). In January 1995, a motion was filed in the
Appellate Court to stay the appeal so that settlement discussions could
proceed. In February 1996, a settlement was completed pursuant to which the
Seller has paid the Joint Venture and the Affiliate $208,250 and $216,750,
respectively.
Proposed class action
- ----------------------
On February 29, 1996, a proposed class action complaint was filed, Raymond
Masri vs. Lehman Brothers, Inc., et al., Case No. 96/103727 (Supreme Court of
the State of New York, County of New York). The Registrant, additional limited
partnerships which were sponsored by The Balcor Company, three limited
partnerships sponsored by the predecessor of Lehman Brothers, Inc. (together
with the Registrant and the affiliated partnerships, the "Defendant
Partnerships"), Lehman Brothers, Inc. and Smith Barney Holdings, Inc. are
defendants. The complaint alleges, among other things, common law fraud and
deceit, negligent misrepresentation and breach of fiduciary duty relating to
the disclosure of information in the offering of limited partnership interests
in the Defendant Partnerships. The complaint seeks judgment for compensatory
damages equal to the amount invested in the Defendant Partnerships by the
proposed class plus interest accrued thereon; general damages for injuries
arising from the defendants' actions; recovery from the defendants of all
profits received by them as a result of their actions relating to the Defendant
Partnerships; exemplary damages; attorneys' fees and other costs.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. Management of each of the defendants believes they
have meritorious defenses to contest the claims. It is not determinable at this
time whether or not an unfavorable decision in this action would have a
material adverse impact on the Registrant.
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.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
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Matters
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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 distributions, see Item 7. Liquidity and
Capital Resources.
As of December 31, 1995, the number of record holders of Limited Partnership
Interests of the Registrant was 7,310.
Item 6. Selected Financial Data
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Year ended December 31,
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1995 1994 1993 1992 1991
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Total income $15,442,492 $16,120,215 $16,565,748 $16,433,299 $15,820,488
Income (loss)
before gain
on sale of
property and
extraordinary items 734,890 (291,500) (774,247) (1,179,837) (1,541,314)
Net income (loss) 3,387,955 1,108,900 2,994,111 (1,179,837) 1,355,068
Net income (loss)
per Limited Part-
nership Interest 42.91 14.05 37.92 (14.94) 17.16
Total assets 42,023,971 55,306,162 58,987,183 60,133,453 61,884,993
Mortgage notes
payable 46,407,211 56,248,201 58,567,203 62,635,603 62,801,950
Distributions per
Limited Partner-
ship Interest(A) 85.00 18.00 None None None
(A) These amounts included a distribution of original capital of $67.00 per
Limited Partnership Interest for 1995.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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Operations
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Summary of Operations
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Balcor Realty Investors-83 (the "Partnership") recognized gains on the sales of
the North Cove Apartments during 1995 and the Sunset Place Apartments during
1993. In addition, in connection with the 1994 refinancing of the North Cove
Apartments mortgage loan, 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. These gains are the primary reasons the
Partnership generated net income during 1995, 1994 and 1993. Further discussion
of the Partnership's operations is summarized below.
1995 Compared to 1994
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The sale of North Cove Apartments in June 1995 resulted in decreases in rental
and service income, interest expense on mortgage notes payable, depreciation,
property operating expenses, real estate taxes and property management fees
during 1995 as compared to 1994. Certain of these decreases were also affected
by the events described below. In connection with this sale, the Partnership
recognized a gain of $2,711,565 during 1995.
Higher rental rates at most of the Partnership's remaining properties during
1995 were offset by the above-mentioned sale. As a result, rental and service
income and, correspondingly, property management fees decreased during 1995 as
compared to 1994.
Due to higher interest rates, interest income on short-term investments
increased during 1995 as compared to 1994.
Amortization expense decreased during 1995 as compared to 1994 as a result of
lower deferred expenses relating to the Eagle Crest - Phase I new mortgage
loan.
The Partnership incurred higher legal, consulting, printing and postage costs
in connection with a tender offer during the fourth quarter of 1995. As a
result, administrative expenses increased during 1995 as compared to 1994.
During 1995, the Partnership recognized an extraordinary gain on forgiveness of
debt in connection with the settlement reached with the seller of the Springs
Pointe and Desert Sands apartment complexes. 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.
In June 1995, the first mortgage loan collateralized by Deer Oaks Apartments
was refinanced, and a prepayment penalty of $43,153 was incurred. Also in
June 1995, the North Cove Apartments was sold and the remaining unamortized
deferred expenses in the amount of $56,000 were recognized. These two amounts
have been recognized as extraordinary items and classified as debt
extinguishment expenses.
1994 Compared to 1993
- ---------------------
The sale of Sunset Place Apartments in August 1993 resulted in decreases in
rental and service income, interest expense on mortgage notes payable,
depreciation, amortization of deferred expenses, property operating expenses,
real estate taxes and property management fees during 1994 as compared to 1993.
These decreases were affected by the events described below. In connection with
the sale, the Partnership recognized a gain of $3,768,358 during 1993.
Higher rental rates at most of the Partnership's remaining properties during
1994 resulted in increases in rental and service income, and correspondingly
property management fees, which partially offset the decrease from the Sunset
Place Apartments sale.
Due to higher interest rates and larger average cash balances available for
investment during 1994 as a result of the net proceeds from the 1993 property
sale and refinancings, interest income on short-term investments increased in
1994 as compared to 1993.
Interest expense decreased for 1994 as compared to 1993 as a result of the sale
of Sunset Place Apartments, lower interest rates on the Desert Sands and
Springs Pointe mortgage loans effective in 1993 when the interest rates were
adjusted downward based on a market index in accordance with the loan
agreements, lower interest expense relating to the North Cove mortgage loan
refinancing in February 1994, and a prepayment penalty (which was classified as
interest expense) in connection with the July 1993 refinancing of the Walnut
Ridge - Phase II Apartment's mortgage loan. These decreases were partially
offset by higher interest expense due to an increase in debt resulting from the
1993 refinancings on Walnut Ridge Phases - I and II apartment complexes.
Primarily due to higher insurance costs at each of the Partnership's
properties, higher roof repair expenditures at the Deer Oaks, Desert Sands, and
Sandridge-Phase II apartment complexes, higher exterior painting expenditures
at the Desert Sands and Springs Pointe apartment complexes and higher carpet
replacement costs at the Eagle Crest - Phase I apartment complex, property
operating expenses increased during 1994 as compared to 1993. These
expenditures fully offset the decrease from the property sale and a decrease
resulting from lower painting costs at the Walnut Ridge - Phase I and II
apartment complexes.
As a result of higher accounting and data processing fees combined with legal
expenses incurred related to the North Cove bankruptcy proceedings,
administrative expenses increased during 1994 as compared to 1993.
Liquidity and Capital Resources
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The cash position of the Partnership decreased as of December 31, 1995 as
compared to December 31, 1994 primarily due to a special distribution to
Limited Partners in October 1995 of $5,025,335 from Net Cash Proceeds. The
Partnership's operating activities consisted primarily of cash flow generated
from the operation of the properties and interest income on short-term
investments, which were partially offset by the payment of administrative
expenses. Investing activities consisted of the release of the cash collateral
related to Desert Sands Apartments and proceeds from the sale of North Cove
Apartments. Financing activities consisted of distributions to Limited
Partners, principal payments on mortgage notes payable and activity associated
with the refinancings of the Eagle Crest-Phase I and Deer Oaks Apartments
mortgage loans.
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. The Partnership defines cash flow
generated from its properties as an amount equal to the property's revenue
receipts less property related expenditures, which include debt service
payments. During 1995 and 1994, all of the Partnership's seven remaining
properties generated positive cash flow. The North Cove Apartments, which was
sold in June 1995, generated a marginal cash flow deficit during 1994 and 1995
prior to its sale. As of December 31, 1995, the occupancy rates of the
Partnership's properties ranged from 93% to 97%.
While certain of the Partnership's properties have improved, the General
Partner continues to pursue a number of actions aimed at improving the cash
flow of the Partnership's properties including the refinancing of mortgage
loans, improving operating performance and seeking rent increases where market
conditions allow.
The General Partner had previously advised the Limited Partners that its
strategy was to sell the Partnership's remaining assets over the next two to
three years. The General Partner also stated that the timing of the liquidation
could be lengthened or shortened due to changes in market conditions, economic
factors, interest rates and unforeseen events. Since November 1995, the General
Partner believes that the market for multifamily housing properties has become
increasingly favorable to sellers of these properties. This belief is based on
the results of the sales and marketing activities of the Partnership as
described below and based upon the similar results of such activities by
various other partnerships affiliated with the Partnership. These favorable
market conditions are in part attributable to the increasing strength of the
capital markets and the reentry of REITs into the acquisition market. Since
November 1995, the Partnership has entered into a letter of intent to sell one
of its seven properties, and, if the market remains favorable, intends to begin
actively marketing more of the properties for sale. If the current market
conditions for sales remain favorable and the General Partner can obtain
appropriate sales prices, the Partnership's liquidation strategy may be
accelerated.
Although an affiliate of the General Partner has, in certain circumstances,
provided 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 1997, approximately $734,000 of
loan financing on the Walnut Ridge - Phase II Apartments with an affiliate of
the General Partner matures.
During January and June 1995, the Eagle Crest - Phase I and Deer Oaks apartment
complexes' first mortgage loans, respectively, were refinanced. See Note 4 of
Notes to Financial Statements for additional information.
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. See Note 4 of Notes to Financial
Statements for information concerning outstanding balances, maturity dates,
interest rates, and other items related to each of these mortgage loans. As a
result of the General Partner's efforts to obtain loan modifications as well as
refinancings of many existing loans, the Partnership has no third party
financing which matures prior to 1998.
A restricted deposit in the amount of $700,000 was pledged as additional
collateral related to the mortgage loan on the Desert Sands Apartments. The
amount pledged as collateral was invested in short-term instruments pursuant to
the terms of the pledge agreement with the lending institution and interest
earned on this amount accumulated to the benefit of the Partnership. In March
1995, this restricted deposit was released and the accumulated interest was
paid to the Partnership.
During June 1995, the Partnership sold the North Cove Apartments for a sale
price of $10,750,000, subject to the underlying mortgage loan, and received net
proceeds of $785,831. See Note 9 of Notes to Financial Statements for
additional information.
In January 1996, the Partnership paid $337,523 ($4.50 per Interest) to Limited
Partners representing the quarterly distribution for the fourth quarter of
1995. The General Partner made four distributions totaling $85.00 and $18.00
per Interest during 1995 and 1994, respectively. Distributions were comprised
of $18.00 of Net Cash Receipts during each of 1995 and 1994 and $67.00 of Net
Cash Proceeds during 1995. To date, investors have received distributions of
Net Cash Receipts of $75.50 and Net Cash Proceeds of $167.00, totaling $242.50
per $1,000 Interest, as well as certain tax benefits. 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 will depend on cash flow from the Partnership's remaining
properties, and proceeds from future property sales, as to all of which there
can be no assurances. In light of results to date and current market
conditions, the General Partner does not anticipate that investors will recover
all of their original investment.
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.
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 can be expected to
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.
Item 8. Financial Statements and Supplementary Data
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See Index to Financial Statements and Financial Statement Schedule 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 $42,023,971 $27,201,280 $55,306,162 $36,658,363
Partners' capital
(deficit):
General Partner (3,478,957) (4,314,868) (3,648,355) (5,449,072)
Limited Partners (2,269,466) (14,860,814) 887,404 (14,646,823)
Net income:
General Partner 169,398 1,134,204 55,445 362,811
Limited Partners 3,218,557 6,161,448 1,053,455 54,555
Per Limited Part-
nership Interest 42.91 82.15 14.05 .73
Item 9. Changes in and Disagreements with Accountants on Accounting and
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Financial Disclosure
- --------------------
There have been no changes in or disagreements with accountants on any matter
of accounting principles, practices or financial statement disclosure.
PART III
Item 10. Directors and Executive Officers of the Registrant
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(a) Neither the Registrant nor Balcor Partners-XIII, its General Partner, has a
Board of Directors.
(b, c & e) The names, ages and business experiences of the executive officers
and significant employees of the General Partner of the Registrant are as
follows:
TITLE OFFICERS
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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.
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
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The Registrant has not paid and does not propose to pay any remuneration to the
executive officers and directors of Balcor Partners-XIII, 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 8 of Notes to
Financial Statements for the information relating to transactions with
affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management
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(a) The following entity is the sole Limited Partner which owns beneficially
more then 5% of the outstanding Limited Partnership Interests of the
Registrant:
Name and Amount and
Address of Nature of
Beneficial Beneficial
Titled of Class Owner Ownership Percent of Class
--------------- ----------- ----------- -----------------
Limited WIG 83 5,778.08 7.70%
Partnership Partners Limited
Interests Chicago, Partnership
Illinois Interests
(b) Balcor Partners-XIII and its officers and partners own as a group the
following Limited Partnership Interests in the Registrant:
Amount
Beneficially
Title of Class Owned Percent of Class
-------------- ------------- ----------------
Limited Partnership 99 Interests Less than 1%
Interests
Relatives and affiliates of the officers and partners of the General Partner
own 18 Limited Partnership 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
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(a & b) See Note 3 of Notes to Financial Statements for information relating to
the Partnership Agreement and the allocation of distributions and profits and
losses.
See Note 8 of Notes to Financial Statements for information relating to
transactions with affiliates.
(c) No management person is indebted to the Registrant.
(d) The Registrant has no outstanding agreements with any promoters.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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(a)
(1 & 2) See Index to Financial Statements and Financial Statement Schedule in
this Form 10-K.
(3) Exhibits:
(3) The Amended and Restated Agreement of Limited Partnership set forth as
Exhibit 3 to Amendment No. 1 to the Registrant's Registration Statement on Form
S-11 dated December 10, 1982 (Registration No. 2-79043) is incorporated herein
by reference.
(4) Amended and Restated Certificate of Limited Partnership set forth as
Exhibit 4.1 to Amendment No. 1 to the 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.
(10) Agreement of sale relating to the sale of North Cove Apartments previously
filed as Exhibit (2) to Registrant's Current Report on Form 8-K dated April 24,
1995 is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for 1995 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended December 31, 1995.
(c) Exhibits: See Item 14 (a)(3) above.
(d) Financial Statement Schedules: See Index to Financial Statements and
Financial Statement Schedule in this Form 10-K.
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.
BALCOR REALTY INVESTORS-83
By: /s/Brian D. Parker
------------------------------
Brian D. Parker
Senior Vice President, and Chief
Financial Officer (Principal
Accounting and Financial Officer)
of Balcor Partners-XIII, 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-XIII,
/s/Thomas E. Meador the General Partner March 28, 1996
- -------------------- --------------
Thomas E. Meador
Brian D. Parker
Senior Vice President, and Chief
Financial Officer (Principal
Accounting and Financial Officer)
of Balcor Partners-XIII, the
/s/Brian D. Parker General Partner March 28, 1996
- -------------------- --------------
Brian D. Parker
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Report of Independent Accountants
Financial Statements:
Balance Sheets, December 31, 1995 and 1994
Statements of Partners' Capital (Deficit), 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 Schedule:
III - Real Estate and Accumulated Depreciation, as of December 31, 1995
Financial Statement Schedules, other than that listed, are omitted for the
reason that they are inapplicable or equivalent information has been included
elsewhere herein.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Balcor Realty Investors-83:
We have audited the financial statements and the financial statement schedule
of Balcor Realty Investors-83 (An Illinois Limited Partnership) as listed in
the index of this Form 10-K. These financial statements and the financial
statement schedule are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements and the
financial statement schedule 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 Balcor Realty Investors-83 at
December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 20, 1996
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
1995 1994
------------ ------------
Cash and cash equivalents $ 2,734,729 $ 5,950,452
Restricted investment 700,000
Escrow deposits 1,694,777 1,560,542
Accounts and accrued interest
receivable 64,523 97,846
Prepaid expenses 184,700 36,266
Deferred expenses, net of accumulated
amortization of $702,304 in 1995
and $631,300 in 1994 648,778 597,642
------------ ------------
5,327,507 8,942,748
------------ ------------
Investment in real estate:
Land 8,885,606 10,560,405
Buildings and improvements 54,739,601 66,665,695
------------ ------------
63,625,207 77,226,100
Less accumulated depreciation 26,928,743 30,862,686
------------ ------------
Investment in real estate, net of
accumulated depreciation 36,696,464 46,363,414
------------ ------------
$42,023,971 $ 55,306,162
============ ============
LIABILITIES AND PARTNERS' DEFICIT
Accounts payable $ 141,244 $ 214,310
Due to affiliates 24,811 74,058
Accrued liabilities, principally
real estate taxes 938,309 1,241,718
Security deposits 260,819 288,826
Mortgage note payable - affiliate 734,154 772,896
Mortgage notes payable 45,673,057 55,475,305
------------ ------------
Total liabilities 47,772,394 58,067,113
------------ ------------
Limited Partners' (deficit) capital
(75,005 Interests issued and
outstanding (2,269,466) 887,404
General Partner's deficit (3,478,957) (3,648,355)
------------ ------------
Total partners' deficit (5,748,423) (2,760,951)
------------ ------------
$ 42,023,971 $ 55,306,162
============ ============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF PARTNERS' DEFICIT
for the years ended December 31, 1995, 1994 and 1993
Partners' Capital (Deficit) Accounts
------------------------------------------
General Limited
Total Partner Partners
-------------- -------------- ------------
Balance at December 31, 1992 $ (5,513,870) $ (3,853,506) $(1,660,364)
Net income for the year
ended December 31, 1993 2,994,111 149,706 2,844,405
-------------- -------------- ------------
Balance at December 31, 1993 (2,519,759) (3,703,800) 1,184,041
Cash distributions to
Limited Partners (A) (1,350,092) (1,350,092)
Net income for the year
ended December 31, 1994 1,108,900 55,445 1,053,455
-------------- -------------- ------------
Balance at December 31, 1994 (2,760,951) (3,648,355) 887,404
Cash distributions to
Limited Partners (A) (6,375,427) (6,375,427)
Net income for the year
ended December 31, 1995 3,387,955 169,398 3,218,557
-------------- -------------- ------------
Balance at December 31, 1995 $ (5,748,423) $ (3,478,957) $ (2,269,466)
============== ============== ============
(A) Summary of cash distributions paid per Interest:
1995 1994 1993
------------- ------------- -------------
First Quarter $ 4.50 $ 4.50 None
Second Quarter 4.50 4.50 None
Third Quarter 4.50 4.50 None
Fourth Quarter 71.50 4.50 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 years ended December 31, 1995, 1994 and 1993
1995 1994 1993
------------- ------------- -------------
Income:
Rental and service $ 15,054,742 $ 15,796,390 $ 16,422,721
Interest on short-term
investments 387,750 323,825 143,027
------------- ------------- -------------
Total income 15,442,492 16,120,215 16,565,748
------------- ------------- -------------
Expenses:
Interest on mortgage
notes payable 4,037,357 4,477,599 5,843,874
Depreciation 1,797,112 1,988,938 2,144,183
Amortization of deferred
expenses 169,149 192,062 214,176
Property operating 5,970,865 6,935,788 6,287,619
Real estate taxes 1,300,427 1,446,103 1,582,090
Property management fees 753,664 789,447 824,080
Administrative 679,028 581,778 443,973
------------- ------------- -------------
Total expenses 14,707,602 16,411,715 17,339,995
------------- ------------- -------------
Income (loss) before gain
on sale of property and
extraordinary items 734,890 (291,500) (774,247)
Gain on sale of property 2,711,565 3,768,358
------------- ------------- -------------
Income (loss) before
extraordinary items 3,446,455 (291,500) 2,994,111
------------- ------------- -------------
Extraordinary items:
Gain on forgiveness of debt 40,653 1,400,400
Debt extinguishment expenses (99,153)
------------- -------------
Total extraordinary items (58,500) 1,400,400
------------- ------------- -------------
Net income $ 3,387,955 $ 1,108,900 $ 2,994,111
============= ============= =============
Income (loss) before extra-
ordinary items allocated
to General Partner $ 172,323 $ (14,575) $ 149,706
============= ============= =============
Income (loss) before extra-
ordinary items allocated
to Limited Partners $ 3,274,132 $ (276,925) $ 2,844,405
============= ============= =============
Income (loss) before extra-
ordinary items per Limited
Partnership Interest (75,005
issued and outstanding) $ 43.65 $ (3.69) $ 37.92
============= ============= =============
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 years ended December 31, 1995, 1994 and 1993
(Continued)
1995 1994 1993
------------- ------------- -------------
Extraordinary items allocated
to General Partner $ (2,925)$ 70,020 None
============= ============= =============
Extraordinary items allocated
to Limited Partners $ (55,575)$ 1,330,380 None
============= ============= =============
Extraordinary items per Limited
Partnership Interest (75,005
issued and outstanding) $ (0.74)$ 17.74 None
============= ============= =============
Net income allocated to
General Partner $ 169,398 $ 55,445 $ 149,706
============= ============= =============
Net income allocated to
Limited Partners $ 3,218,557 $ 1,053,455 $ 2,844,405
============= ============= =============
Net income per Limited
Partnership Interest (75,005
issued and outstanding) $ 42.91 $ 14.05 $ 37.92
============= ============= =============
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 years ended December 31, 1995, 1994 and 1993
1995 1994 1993
------------- ------------- -------------
Operating activities:
Net income $ 3,387,955 $ 1,108,900 $ 2,994,111
Adjustments to reconcile net
income to net cash provided
by operating activities:
Gain on forgiveness of
debt (40,653) (1,400,400)
Debt extinguishment
expenses 99,153
Gain on sale of property (2,711,565) (3,768,358)
Depreciation of properties 1,797,112 1,988,938 2,144,183
Amortization of deferred
expenses 169,149 192,062 214,176
Deferred interest expense 323,214
Payments of deferred
interest expense (377,109)
Net change in:
Escrow deposits (134,235) (367,273) (387,049)
Accounts and accrued
interest receivable 33,323 (87,622) 173,344
Prepaid expenses (148,434) 73,987 (75,022)
Accounts payable (73,066) (53,813) (88,499)
Due to affiliates (49,247) (37,417) 29,818
Accrued liabilities (303,409) (82,335) 48,926
Security deposits (28,007) (13,788) (8,331)
------------- ------------- -------------
Net cash provided by
operating activities 1,998,076 1,321,239 1,223,404
------------- ------------- -------------
Investing activities:
Redemption of restricted
investment 700,000
Improvements to properties (110,424) (93,545)
Proceeds from sale of real
estate 954,428 10,600,000
Payment of selling costs (168,597) (26,200)
------------- ------------- -------------
Net cash provided by or used
in investing activities 1,485,831 (110,424) 10,480,255
------------- ------------- -------------
Financing activities:
Distributions to Limited
Partners (6,375,427) (1,350,092)
Proceeds from issuance of
mortgage notes payable 11,980,000 3,000,000 11,043,750
Repayment of mortgage notes
payable (11,254,363) (3,123,000) (10,916,567)
Repayment of mortgage note
payable - affiliate (38,742) (121,443) (3,837,920)
Principal payments on mortgage
notes payable (691,660) (1,607,633) (357,663)
Payment of deferred expenses (276,285) (209,719) (275,200)
Payment of prepayment premium (43,153)
------------- ------------- -------------
Net cash used in financing
activities (6,699,630) (3,411,887) (4,343,600)
------------- ------------- -------------
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 years ended December 31, 1995, 1994 and 1993
(Continued)
1995 1994 1993
------------- ------------- -------------
Net change in cash and cash
equivalents (3,215,723) (2,201,072) 7,360,059
Cash and cash equivalents at
beginning of year 5,950,452 8,151,524 791,465
------------- ------------- -------------
Cash and cash equivalents at
end of year $ 2,734,729 $ 5,950,452 $ 8,151,524
============= ============= =============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Nature of the Partnership's Business:
Balcor Realty Investors-83 is engaged principally in the operation of
residential real estate located in various markets within the United States.
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
reported period. Actual results could vary from those estimates.
(b) Depreciation expense is computed using straight-line and accelerated
methods. Rates used in the determination of depreciation are based upon the
following estimated useful lives:
Years
-----
Buildings and improvements 20 to 30
Furniture and fixtures 5
Maintenance and repairs are charged to expense when incurred. Expenditures for
improvements are charged to the related asset account.
As properties are sold, the related costs and accumulated depreciation are
removed from the respective accounts. Any gain or loss on disposition is
recognized in accordance with generally accepted accounting principles.
(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 loan modification and refinancing fees which
are amortized over the terms of the respective agreements.
(e) 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 and investment in joint ventures
from its disclosure requirements.
(f) Revenue is recognized on an accrual basis in accordance with generally
accepted accounting principles.
(g) Cash and cash equivalents include all highly liquid investments with an
original maturity of three months or less when purchased. Cash and cash
equivalents are held or invested primarily in one issuer of commercial paper.
(h) The Partnership is not liable for Federal income taxes and 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 1994 and 1993
financial statements to conform with the classification used in 1995. This
reclassification has not changed the 1994 or 1993 results.
3. Partnership Agreement:
The Partnership was organized in December 1981; however, operations did not
commence until February 1983. The Partnership Agreement provides for Balcor
Partners-XIII to be the General Partner and for the admission of Limited
Partners through the sale of up to 75,005 Limited Partnership Interests at
$1,000 per Interest, all of which were sold as of March 28, 1983, the
termination date of the offering.
The Partnership Agreement provides that the General Partner will be allocated
5% of the operating profits and losses and 1% of capital losses and the greater
of 1% of capital profits or an amount equal to Net Cash Proceeds distributed to
the General Partner. The Partnership has allocated 5% of capital profits (which
are mainly a result of prior depreciation deductions) to the General Partner.
This method more evenly matches deductions and the gain resulting from those
deductions. 100% of Net Cash Receipts available for distribution shall be
distributed to the holders of Interests in proportion to their participating
percentages as of the record date for such distributions. In addition, there
shall be accrued for the benefit of the General Partner as its distributive
share from operations, an amount equivalent to 5.26% of the total Net Cash
Receipts being distributed, which will be paid only out of available Net Cash
Proceeds.
When and as the Partnership sells or refinances properties, the Net Cash
Proceeds resulting therefrom which are available for distribution will be
distributed only to the Limited Partners until such time as the Limited
Partners have received an amount equal to their Original Capital plus any
deficiency in the Cumulative Distribution of 6% per annum on Adjusted Original
Capital. Only after such returns are made to the Limited Partners would the
General Partner receive 18% of further distributed Net Cash Proceeds including
its accrued share of Net Cash Receipts, subject to certain limitations as
specified in the Partnership Agreement.
4. Mortgage Notes Payable:
Mortgage notes payable at December 31, 1995 and 1994 consisted of the
following:
Carrying Carrying Current Final
Property Amount of Amount of Inter- Matur- Current Estimated
Pledged as Notes at Notes at est ity Monthly Balloon
Collateral 12/31/95 12/31/94 Rate % Date Payment Payment
- --------------- --------- ----------- -------- ------ ------- ----------
Mortgage Notes Payable - Nonaffiliates:
Apartment Complexes:
Deer Oaks (A) $4,777,636 $4,332,577 7.350% 2002 $33,071 $4,404,000
Desert Sands 9,034,548 9,272,229 6.498% 1998 66,166 8,472,000
Eagle Crest -
Phase I (B) 7,140,577 6,939,000 9.621% 2002 61,008 6,776,000
North Cove (C) 9,831,545 (C) (C) (C) (C)
Sandridge -
Phase II (D) 2,971,144 2,991,895 9.125% 2001 24,409 2,816,000
Springs Pointe
Village 10,902,316 11,174,573 6.498% 1998 79,845 10,209,000
Walnut Ridge -
Phase I 5,764,108 5,810,155 8.940% 2000 46,968 5,498,000
Walnut Ridge -
Phase II 5,082,728 5,123,331 8.940% 2000 41,416 4,848,000
----------- -----------
Subtotal 45,673,057 55,475,305
----------- -----------
Mortgage Notes Payable - Affiliate:
Apartment Complex:
Walnut Ridge - 734,154 772,896 10.50% 1997 (E) 734,000
Phase II (E) ----------- -----------
Total $46,407,211 $56,248,201
=========== ===========
(A) In June 1995, this loan was refinanced. The interest rate decreased from
10.00% to 7.35%, the maturity date was extended from October 1995 to July 2002
and the monthly payments decreased from $39,491 to $33,071. A portion of the
proceeds from the new $4,800,000 first mortgage loan were used to repay the
existing first mortgage loan of $4,315,363. In connection with the refinancing,
a prepayment penalty of $43,153 was incurred and classified as debt
extinguishment expense.
(B) In January 1995, this loan was refinanced. The interest rate increased from
9.025% to 9.621%, the maturity date was extended from November 1994 to February
2002 and the monthly payments increased from $52,187 to $61,008. A portion of
the proceeds from the new $7,180,000 first mortgage loan were used to repay the
existing first mortgage loan of $6,939,000.
(C) This property was sold to an unaffiliated party during June 1995. See Note
9 of Notes to Financial Statements for additional information. Prior to the
sale, this loan had originally matured in June 1993 and the Partnership
remitted the property's monthly cash flow as interest expense until the loan
was refinanced in February 1994. 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 from
$11,366,926 to $9,900,000. This resulted in a $1,400,400 extraordinary gain on
forgiveness of debt in 1994.
(D) In July 1994, this loan was refinanced. The interest rate increased from
9.025% to 9.125%, the maturity date was extended from December 1994 to August
2001 and the monthly payments increased from $23,489 to $24,409. The proceeds
from the new $3,000,000 first mortgage loan and cash reserves were used to
repay the existing first mortgage loan of $3,123,000.
(E) Represents an unsecured loan from The Balcor Company ("TBC"), an affiliate
of the General Partner, as successor to Balcor Real Estate Holdings, Inc. The
pay rate is equal to the net cash flow from the property and payments are
applied first to interest and then to principal. The loan matured in December
1994, and TBC extended the loan for an additional three years.
Real estate with an aggregate carrying value of $36,696,464 at December 31,
1995 was pledged as collateral for repayment of mortgage loans.
The Partnership's loans described above require current monthly payments of
principal and interest, unless otherwise noted.
Five-year maturities of the mortgage notes payable are approximately as
follows:
1996 $ 682,000
1997 1,467,000
1998 19,217,000
1999 275,000
2000 10,577,000
During 1995, 1994 and 1993, the Partnership incurred interest expense on
mortgage notes payable to non-affiliates of $3,962,845, $4,382,118 and
$5,519,514, respectively. The Partnership paid interest expense to
non-affiliates of $3,962,845 in 1995, $4,382,118 in 1994 and $5,312,292 in
1993.
5. Management Agreements:
As of December 31, 1995, all of the properties owned by the Partnership are
managed by a third-party management company. These management agreements
provide for annual fees of 5% of gross operating receipts.
6. Sellers' Participation in Joint Ventures:
The Deer Oaks and Eagle Crest - Phase I apartment complexes are owned by joint
ventures between the Partnership and the respective sellers. Consequently, the
sellers retain an interest in each property through their interest in each
joint venture. All assets, liabilities, income and expenses of the joint
ventures are included in the financial statements of the Partnership with the
appropriate adjustment to income or loss, if any, for the sellers'
participation in the joint ventures.
7. Tax Accounting:
The Partnership keeps 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
is that the net income in the financial statements is $3,907,697 less than the
tax income of the Partnership for the same period.
8. 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 $721,999 None $806,815 $86,121
Reimbursement of expenses
to General Partner,
at cost:
Accounting $58,817 $ 2,504 86,414 $30,902 59,807 4,984
Data processing 32,721 2,404 54,173 10,892 31,161 5,706
Investor communica-
tions 7,620 None 20,528 5,964 18,471 1,539
Legal 30,838 2,549 13,567 8,702 13,841 1,153
Portfolio management 98,173 11,332 54,667 14,929 54,668 10,974
Property sales
administration 12,043 5,932 None None None None
Other 3,279 90 9,785 2,669 11,986 998
Allegiance Realty Group, Inc., an affiliate of the General Partner, managed all
of the Partnership's properties until the affiliate was sold to a third party
in November 1994.
As of December 31, 1995, the Partnership has a $734,154 unsecured third loan
outstanding to TBC. The Partnership incurred interest expense on the affiliate
loans of $74,512, $95,481 and $324,360 and paid interest expense of $81,500,
$164,371 and $381,585 during 1995, 1994 and 1993, respectively.
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 $97,533, $161,478 and $106,145 in 1995, 1994 and 1993, respectively.
9. Property Sale:
In June 1995, the North Cove Apartments was sold for $10,750,000. In connection
with the sale, the purchaser assumed the $9,795,572 third party first mortgage
loan. The basis of the property was $7,869,838, which is net of accumulated
depreciation of $5,731,055. For financial statement purposes, the Partnership
recognized a gain of $2,711,565 from the sale of the property. In connection
with the sale, the remaining unamortized deferred expenses in the amount of
$56,000 were recognized as an extraordinary item and classified as debt
extinguishment expense.
10. Restricted Investments:
A restricted deposit in the amount of $700,000 was pledged as additional
collateral to the mortgage loan on the Desert Sands Apartments. The amount
pledged as collateral was invested in short-term instruments pursuant to the
terms of the pledge agreement with the lending institution and interest earned
on this amount accumulated to the benefit of the Partnership. In March 1995,
this restricted deposit was released and the accumulated interest was paid to
the Partnership.
11. Fair Value 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 and accounts payable approximates fair value.
Mortgage Notes 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 notes payable approximates the carrying value.
12. Extraordinary Items:
(a) During 1995, the Partnership recognized an extraordinary gain on
forgiveness of debt of $40,653 in connection with the settlement reached with
the seller of the Springs Pointe and Desert Sands apartment complexes.
(b) During 1995, the Partnership refinanced the Deer Oaks Apartments first
mortgage loan. In connection with the refinancing, a prepayment penalty of
$43,153 was incurred and classified as debt extinguishment expense.
(c) During 1995, the Partnership sold the North Cove Apartments. In connection
with the sale, the remaining unamortized deferred expenses in the amount of
$56,000 were recognized as an extraordinary item and classified as debt
extinguishment expense.
13. Subsequent Events:
(a) In January 1996, the Partnership made a distribution of $337,523 ($4.50 per
Interest) to the holders of Limited Partnership Interests for the fourth
quarter of 1995.
(b) The Partnership reached a settlement with the seller of the Deer Oaks
Apartments in February 1996. In connection with this settlement, the
Partnership received $208,250 representing amounts due from the seller under
the management and guarantee agreement, as well as construction defects at the
property.
(c) On February 29, 1996, a proposed class action complaint was filed, Raymond
Masri vs. Lehman Brothers, Inc., et al., Case No. 96/103727 (Supreme Court of
the State of New York, County of New York). The Partnership, additional limited
partnerships which were sponsored by The Balcor Company, three limited
partnerships sponsored by the predecessor of Lehman Brothers, Inc. (together
with the Partnership and the affiliated partnerships, the "Defendant
Partnerships"), Lehman Brothers, Inc. and Smith Barney Holdings, Inc. are
defendants. The complaint alleges, among other things, common law fraud and
deceit, negligent misrepresentation and breach of fiduciary duty relating to
the disclosure of information in the offering of limited partnership interests
in the Defendant Partnerships. The complaint seeks judgment for compensatory
damages equal to the amount invested in the Defendant Partnerships by the
proposed class plus interest accrued thereon; general damages for injuries
arising from the defendants' actions; recovery from the defendants of all
profits received by them as a result of their actions relating to the Defendant
Partnerships; exemplary damages; attorneys' fees and other costs.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. Management of each of the defendants believes they
have meritorious defenses to contest the claims. It is not determinable at this
time whether or not an unfavorable decision in this action would have a
material adverse impact on the Partnership.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1995
Col. A Col. B Col. C Col. D
- --------------------- -------- -------------------- ---------------------------------
Initial Cost Cost Adjustments
to Partnership Subsequent to Acquisition
-------------------- ---------------------------------
Buildings Carrying Reduction
Encum- and Im- Improve- Costs of Basis
Description brances Land provements ments (b) (c)
- --------------------- ------- -------- ------------ --------- --------- ---------
Deer Oaks Apts.,
a 244-unit complex
in San Antonio, TX (a) $1,100,000 $4,430,200 None $ 190,358 None
Desert Sands Apts.,
a 412-unit complex
in Phoenix, AZ (a) 1,442,000 9,088,000 None 1,009,306 None
Eagle Crest Apts. I,
a 296-unit complex
in Irving, TX (a) 1,527,000 6,829,400 $151,582 1,013,264 None
Sandridge Apts. II,
a 196-unit complex
in Pasadena, TX (a) 535,000 4,395,000 85,424 169,746 $(70,854)
Springs Pointe Apts.,
a 484-unit complex
in Las Vegas, NV (a) 1,530,000 11,825,000 36,840 6,850 (103,084)
Walnut Ridge Apts. I,
a 380-unit complex in
Corpus Christi, TX (a) 1,391,000 7,544,000 50,514 155,628 (62,070)
Walnut Ridge Apts. II,
a 324-unit complex in
Corpus Christi, TX (a) 1,346,000 6,569,000 43,031 1,494,948 (70,876)
----------- ----------- -------- ---------- ---------
Total $ 8,871,000 $50,680,600 $367,391 $4,040,100 $(333,844)
=========== =========== ======== ========== =========
</TOTAL>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1995
(Continued)
Col. A Col. E Col. F Col. G Col. H Col. H
- ------------------- -------------------------------- -------- -------- ------ --------------
Gross Amounts at Which Life Upon
Carried at Close of Period Which Depre-
-------------------------------- ciation in
Buildings Accumulated Date Date Latest Income
and Im- Total Deprecia- of Con- Aqu- Statement
Description Land provements (d) tion(e) struction uired is Computed
- ------------------- -------- ---------- ---------- --------- --------- ----- --------------
Deer Oaks Apts.,
a 244-unit complex
in San Antonio, TX $1,100,955 $4,619,603 $5,720,558 $2,445,973 1982 1982 (f)
Desert Sands Apts.,
a 412-unit complex
in Phoenix, AZ 1,443,513 10,095,793 11,539,306 4,980,225 1982 1982 (f)
Eagle Crest Apts. I,
a 296-unit complex
in Irving, TX 1,579,209 7,942,037 9,521,246 3,923,859 1983 1982 (f)
Sandridge Apts. II,
a 196-unit complex
in Pasadena, TX 527,904 4,586,412 5,114,316 2,172,553 1983 1982 (f)
Springs Pointe Apts.,
a 484-unit complex
in Las Vegas, NV 1,515,885 11,752,721 13,268,606 5,735,180 1982 1982 (f)
Walnut Ridge Apts. I,
a 380-unit complex in
Corpus Christi, TX 1,382,542 7,696,530 9,079,072 3,850,914 1982 1982 (f)
Walnut Ridge Apts. II,
a 324-unit complex in
Corpus Christi, TX 1,335,598 8,046,505 9,382,103 3,820,039 1983 1982 (f)
----------- ----------- ----------- -----------
Total $8,885,606 $54,739,601 $63,625,207 $26,928,743
=========== =========== =========== ===========
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
NOTES TO SCHEDULE III
(a) See description of Mortgage Notes Payable in Note 4 of Notes to Financial
Statements.
(b) Consists of legal fees, appraisal fees, title costs, other related
professional fees, and capitalized construction period interest and real estate
taxes.
(c) Guaranteed income earned on properties under the terms of certain
management and guarantee agreements was recorded by the Partnership as a
reduction of the basis of the property to which the guaranteed income related.
(d) The aggregate cost of land for Federal income tax purposes is $8,862,383
and the aggregate cost of buildings and improvements for Federal income tax
purposes is $50,554,229. The total of these is $59,416,612.
Reconciliation of Real Estate
(e) -----------------------------
1995 1994 1993
----------- ----------- -----------
Balance at beginning of year: $77,226,100 $77,115,676 $87,572,161
Additions during year:
Improvements None 110,424 93,545
Deductions during year:
Cost of real estate sold (13,600,893) None (10,550,030)
----------- ----------- -----------
Balance at close of year $63,625,207 $77,226,100 $77,115,676
=========== =========== ===========
Reconciliation of Accumulated Depreciation
-------------------------------------------
1995 1994 1993
----------- ----------- -----------
Balance at beginning of year $30,862,686 $28,873,748 $30,474,153
Depreciation expense for the
year 1,797,112 1,988,938 2,144,183
Accumulated depreciation
of real estate sold (5,731,055) None (3,744,588)
----------- ----------- -----------
Balance at close of year $26,928,743 $30,862,686 $28,873,748
=========== =========== ===========
(f) Depreciation expense is computed based upon the following estimated useful
lives:
Years
-----
Buildings and improvements 20 to 30
Furniture and fixtures 5