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, 1996
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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.)
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 seven of these properties,
including the property in which the Registrant held a minority joint venture
interest. As of December 31, 1996, the Registrant owns the five properties
described under "Item 2. Properties". The Partnership Agreement provides that
the proceeds of any sale or refinancing of the Registrant's properties will not
be reinvested in new acquisitions.
The Registrant's remaining properties face various levels of competition for
retention of their tenants from similar types of properties in the vicinities
in which they are located. The Registrant has no plans to change the current
use of or to renovate any of its remaining properties.
Real estate values, especially for good quality, well located property,
increased significantly during 1996 due to a combination of readily available
capital, low interest rates, and decreased vacancy rates resulting from steady
demand and an acceptable level of new construction. While 1996 proved to be an
excellent year to sell real estate, projected yields by buyers on new
acquisitions have declined significantly due to competition and rising prices.
Although there will be variances by asset class and geographic area, the
investment climate is expected to remain strong for 1997. However, values
could begin to level off as they approach replacement cost triggering new
construction and an increase in capitalization rates.
The investment market for apartments was excellent during 1996 due to a number
of factors. Investor interest was strong, driven primarily by institutions, as
Real Estate Investment Trusts aggressively expanded their portfolios and
pension funds viewed apartments as an attractive asset class due to their
perceived low volatility and the emergence of large professional management
companies. Operationally, existing apartment properties registered on a
national basis occupancy in the mid 90's and rental rates increases of 3-4% in
1996. While above the rate of inflation, the rate of rental growth in 1996 was
below that of the previous two years suggesting that the apartment cycle may
have plateaued, especially as the impact of new construction in many areas is
being felt. While 1997 is projected to be another solid year, values should
begin to level off as capitalization rates move upward continuing a trend which
began during the second half of 1996.
During 1996, the Registrant sold the Desert Sands and Sandridge - Phase II
apartment complexes. During January 1997, the Registrant sold the Eagle Crest -
Phase I, Springs Pointe Village and Walnut Ridge - Phases I and II apartment
complexes. The Registrant is actively marketing its remaining property for
sale.
The timing of the termination of the Registrant and final distribution of cash
will depend upon the nature and extent of liabilities and contingencies which
exist or may arise. Such contingencies may include legal and other fees
stemming from litigation involving the Registrant including, but not limited
to, the lawsuits discussed in "Item 3. Legal Proceedings." In the absence of
any contingency, the reserves will be paid within twelve months of the last
property being sold. In the event a contingency exists, reserves may be held by
the Registrant for a longer period of time.
During June and November 1996, the Registrant sold the Desert Sands and
Sandridge - Phase II apartment complexes in all cash sales for $14,529,423 and
$5,250,000, respectively. During January 1997, the Registrant sold the Eagle
Crest - Phase I, Springs Pointe Village and Walnut Ridge - Phases I and II
apartment complexes in all cash sales for $9,508,000, $20,166,667 and
$19,475,000, respectively. See "Item 7. Liquidity and Capital Resources" for
additional information.
Activity for the purchase of limited partnership interests ("tender offers")
has increased in real estate limited partnerships generally. Many of these
tender offers have been made by investors seeking to make a profit from the
purchase of the interests. In the event a tender offer is made for interests in
the Registrant, the General Partner will issue a response to limited partners
expressing the General Partner's opinion regarding the offer. Certain
administrative costs will be incurred to respond to a tender offer. The General
Partner cannot predict with any certainty what impact a tender offer will have
on the operations or management of the Registrant.
The Registrant, by virtue of its ownership of real estate, is subject to
federal and state laws and regulations covering various environmental issues.
Management of the Registrant utilizes the services of environmental consultants
to assess a wide range of environmental issues and to conduct tests for
environmental contamination as appropriate. The General Partner is not aware of
any potential liability due to environmental issues or conditions that would be
material to the Registrant.
The officers and employees of Balcor Partners-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, 1996, the Registrant, either directly or through joint
ventures, owns the five properties described below, all of which are owned in
fee simple.
Location Description of Property
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San Antonio, Texas * Deer Oaks Apartments: a 244-unit apartment
complex located on approximately 10 acres.
Irving, Texas ** Eagle Crest Apartments - Phase I: a 296-unit
apartment complex located on approximately 12
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 7 of Notes to Financial Statements for additional information.
** This property was sold during January 1997. See Note 15 of Notes to
Financial Statements for additional information.
Each of the properties is held subject to various mortgage loans as described
in more detail in Note 5 of Notes to Financial Statements.
The average occupancy rates and effective average rent per unit for each of the
last five years for the five properties owned by the Registrant at December 31,
1996, are described below. Apartment units in these properties are rented with
leases of one year or less, with no tenant occupying greater than ten percent
of the property.
1996 1995 1994 1993 1992
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Deer Oaks
Occupancy rate 94% 94% 95% 95% 96%
Effective rent $527 $533 $535 $492 $446
Eagle Crest - Phase I
Occupancy rate 96% 97% 94% 94% 95%
Effective rent $580 $560 $553 $528 $511
Springs Pointe Village
Occupancy rate 90% 94% 96% 98% 96%
Effective rent $615 $607 $612 $556 $531
Walnut Ridge - Phase I
Occupancy rate 90% 92% 89% 94% 95%
Effective rent $516 $490 $471 $478 $427
Walnut Ridge - Phase II
Occupancy rate 92% 95% 86% 95% 96%
Effective rent $548 $530 $506 $498 $453
Real estate taxes incurred in 1996 for these properties totaled $942,853.
The Federal tax basis of the Registrant's properties totaled $34,233,758 as of
December 31, 1996. For Federal income tax purposes, the acquisition costs of
the properties are depreciated over useful lives ranging from 15 to 18 years,
using the ACRS method. Other minor assets are depreciated over their applicable
recovery periods.
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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Proposed Class Action
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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' alleged actions; recovery from the defendants of
all profits received by them as a result of their alleged 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. The Registrant believes it has 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.
Proposed Class Action
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On August 30, 1996, a proposed class action complaint was filed, Lenore Klein
vs. Lehman Brothers, Inc., et al., Superior Court of New Jersey, Law Division,
Union County, Docket No. Unn-L-5162-96). The Registrant, additional limited
partnerships which were sponsored by The Balcor Company (together with the
Partnership, the "Affiliated Partnerships"), American Express Company, Lehman
Brothers, Inc., additional limited partnerships sponsored by the predecessor of
Lehman Brothers, Inc. (together with the Registrant and the Affiliated
Partnerships, the "Defendant Partnerships") and Smith Barney Holdings, Inc. are
the named defendants in the action. The complaint was amended on October 18,
1996 to add additional plaintiffs. The amended complaint alleges, among other
things, common law fraud and deceit, negligent misrepresentation, breach of
contract, breach of fiduciary duty and violation of certain New Jersey statutes
relating to the disclosure of information in the offering of limited
partnership interests in the Defendant Partnerships. The amended complaint
seeks judgment for compensatory damages equal to the amount invested in the
Defendant Partnerships by the proposed class plus interest; general damages for
injuries arising from the defendants' alleged actions; equitable relief,
including rescission, on certain counts; punitive damages; treble damages on
certain counts; recovery from the defendants of all profits received by them as
a result of their alleged actions relating to the Defendant Partnerships;
attorneys' fees and other costs.
The defendants intend to vigorously contest this action. No class has been
certified as of this date. The Registrant believes it has 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 1996.
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. For information
regarding distributions, see "Item 7. Management's Discussion and Analysis and
Results of Operations - Liquidity and Capital Resources".
As of December 31, 1996, the number of record holders of Limited Partnership
Interests of the Registrant was 6,366.
Item 6. Selected Financial Data
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Year ended December 31,
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1996 1995 1994 1994 1993
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Total income $13,199,107 $15,442,492 $16,120,215 $16,565,748 $16,433,299
Income (loss)
before gains
on sale of
properties and
extraordinary
items 1,335,402 734,890 (291,500) (774,247) (1,179,837)
Net income (loss) 11,374,454 3,387,955 1,108,900 2,994,111 (1,179,837)
Net income (loss)
per Limited Part-
nership Interest 144.07 42.91 14.05 37.92 (14.94)
Total assets 32,876,002 42,023,971 55,306,162 58,987,183 60,133,453
Mortgage notes
payable 33,955,105 46,407,211 56,248,201 58,567,203 62,635,603
Distributions per
Limited Partner-
ship Interest(A) 105.50 85.00 18.00 None None
(A) These amounts included a distribution of Original Capital of $77.00 and
$67.00 per Limited Partnership Interest for 1996 and 1995, respectively.
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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During 1996, Balcor Realty Investors-83 (the "Partnership") sold the Desert
Sands Village and Sandridge - Phase II apartment complexes. As a result, the
Partnership recognized significant gains for financial statement purposes which
was the primary reason for the increase in net income during 1996 as compared
to 1995. During 1995, the Partnership recognized a gain on the sale of the
North Cove Apartments for financial statement purposes which was the primary
reason for the increase in net income during 1995 and compared to 1994.
Further discussion of the Partnership's operations is summarized below.
1996 Compared to 1995
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The Partnership sold the Desert Sands Village and Sandridge - Phase II
apartment complexes in June and November 1996, respectively, and the North Cove
Apartments in June 1995 which resulted in a decrease in rental and service
income of approximately $2,517,000 during 1996 as compared to 1995. The
decrease was partially offset by increases in rental and service income during
1996 at all of the Partnership's remaining properties totaling approximately
$260,000.
Due to lower average cash balances as a result of special distributions made to
Limited Partners in October 1995, and April and July 1996, interest income on
short-term investments decreased during 1996 as compared to 1995.
The Partnership reached a settlement with the seller of the Deer Oaks
Apartments in February 1996 and received $208,250 of settlement income relating
primarily to amounts due from the seller under the management and guarantee
agreement.
The sales of the Desert Sands Village and North Cove apartment complexes were
the primary reasons for the decrease in interest expense on mortgage notes
payable during 1996 as compared to 1995.
Depreciation expense decreased during 1996 as compared to 1995 primarily due to
the sales of the Desert Sands Village and North Cove apartment complexes.
The sales of the Desert Sands Village and North Cove apartment complexes were
the primary reasons for the decrease in property operating expenses during 1996
as compared to 1995. In addition, the Partnership incurred lower expenditures
for floor coverings and painting and decorating at the Deer Oaks Apartments
during 1996 due to lower tenant turnover, which contributed to the decrease in
property operating expenses.
Real estate tax expense decreased during 1996 as compared to 1995 primarily due
to the sales of the Desert Sands Village and North Cove apartment complexes.
The sales of the Desert Sands Village and North Cove apartment complexes were
the primary reasons for the decrease in property management fees during 1996 as
compared to 1995.
Primarily as a result of lower accounting, legal and consulting fees of
approximately $218,000, administrative expense decreased during 1996 as
compared to 1995. Higher printing, postage and investor processing costs of
approximately $48,000 incurred in connection with the Partnership's response to
a tender offer during 1996 partially offset this decrease.
During 1996, the Partnership sold the Desert Sands Village and Sandridge -
Phase II apartment complexes and recognized gains for financial statement
purposes in connection with the sales of $7,982,491 and $2,295,428,
respectively.
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 Village and Desert Sands Village apartment complexes.
During 1996, the Partnership wrote off the remaining unamortized deferred
expenses in the amount of $95,134 and $56,825 in connection with the sales of
the Sandridge - Phase II and Desert Sands Village apartment complexes,
respectively. In addition, the Partnership paid a prepayment penalty of $71,525
in connection with the sale of Sandridge - Phase II. These amounts were
recognized as debt extinguishment expenses and classified as extraordinary
items for financial statement purposes.
1995 Compared to 1994
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The Partnership sold the North Cove Apartments in June 1995 which resulted in a
decrease in rental and service income of approximately $1,527,000 during 1995
as compared to 1994. Higher rental rates at most of the Partnership's
remaining properties during 1995 resulted in higher rental and service income
of approximately $783,000, which partially offset the decrease.
Due to higher interest rates, interest income on short-term investments
increased during 1995 as compared to 1994.
The sale of North Cove Apartments resulted in a decrease in interest expense on
mortgage notes payable during 1995 as compared to 1994.
Depreciation expense decreased during 1995 as compared to 1994 due to the sale
of North Cove Apartments.
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 North Cove Apartments sale was the primary reason for decreased property
operating expenses during 1995 as compared to 1994.
Real estate taxes decreased during 1995 as compared to 1994 primarily due to
the sale of North Cove Apartments.
The sale of North Cove Apartments resulted in a decrease in property management
fees during 1995 as compared to 1994.
During 1995, the Partnership sold the North Cove Apartments and recognized a
gain for financial statement purposes in connection with the sale of
$2,711,565.
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 1994, the first mortgage loan collateralized by North Cove Apartments
was refinanced, and the lender forgave deferred interest and a portion of the
principal totaling $1,400,400. 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 Partnership fully amortized
the remaining deferred expenses related to the property of $56,000. These
amounts have been recognized as extraordinary items and classified as debt
extinguishment expenses for financial statement purposes.
Liquidity and Capital Resources
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The cash position of the Partnership increased by approximately $2,213,000 as
of December 31, 1996 when compared to December 31, 1995 primarily due to
proceeds received from the sale of the Sandridge - Phase II Apartments in
November 1996. Cash flow of approximately $3,146,000 was provided by operating
activities during 1996 consisting primarily of cash flow from the operations of
the Partnership's properties, interest income on short-term investments and
settlement income received from the seller of the Deer Oaks Apartments, which
were partially offset by the payment of administrative expenses. Cash provided
by investing activities consisted of proceeds from the sale of the Desert Sands
Village and Sandridge - Phase II apartment complexes of approximately
$19,779,000 less selling costs of approximately $275,000. Cash used in
financing activities consisted of distributions to the Limited Partners of
approximately $7,913,000, principal payments of approximately $548,000 on
mortgage notes payable, the repayment of mortgage notes payable of
approximately $11,904,000 and the payment of a prepayment penalty of
approximately $72,000 in connection with the sale of the Sandridge - Phase II
Apartments. In addition, in January 1997 the Partnership made a special
distribution of $2,625,175 to Limited Partners primarily from the proceeds from
the sale of the Sandridge - Phase II Apartments in November 1996.
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. 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 1996 and 1995, all of the Partnership's
five remaining properties generated positive cash flow. North Cove Apartments
generated a marginal cash flow deficit prior to its sale in June 1995. The
Desert Sands Village and the Sandridge - Phase II apartment complexes were sold
in June and November 1996, respectively, and generated positive cash flow in
1995 and prior to their sales in 1996. As of December 31 1996, the occupancy
rates of the Partnership's properties ranged from 90% to 96%.
During 1996, the Partnership sold the Desert Sands Village and Sandridge -
Phase II apartment complexes. During January 1997, the Partnership sold the
Eagle Crest - Phase I, Springs Pointe Village and Walnut Ridge - Phases I and
II apartment complexes. The Partnership is actively marketing the remaining
property for sale. The timing of the termination of the Partnership and final
distribution of cash will depend upon the nature and extent of liabilities and
contingencies which exist or may arise. Such contingencies may include legal
and other fees stemming from litigation involving the Partnership including,
but not limited to, the lawsuits discussed in "Item 3. Legal Proceedings." In
the absence of any contingency, the reserves will be paid within twelve months
of the last property being sold. In the event a contingency exists, reserves
may be held by the Partnership for a longer period of time.
In June 1996, the Partnership sold the Desert Sands Village Apartments in an
all cash sale for $14,529,423. From the proceeds of the sale, the Partnership
paid $8,951,783 to the third party mortgage holder in full satisfaction of the
first mortgage loan and paid $124,346 in selling costs. Pursuant to the terms
of the sale, $500,000 of the proceeds was retained by the Partnership until
October 1996. The remaining proceeds from this sale were distributed to
Limited Partners in October 1996. See Note 10 of Notes to Financial Statements
for additional information.
In November 1996, the Partnership sold the Sandridge - Phase II Apartments in
an all cash sale for $5,250,000. From the proceeds of the sale, the Partnership
paid $2,952,351 to the third party mortgage holder in full satisfaction of the
first mortgage loan and paid $151,067 in selling costs and paid a prepayment
penalty of $71,525. The remaining proceeds from the sale of this property were
distributed to Limited Partners in January 1997. See Note 10 of Notes to
Financial Statements for additional information.
In January 1997, the Partnership sold the Springs Pointe Village Apartments in
an all cash sale for $20,166,667. From the proceeds of the sale, the
Partnership paid $10,645,034 to the third party mortgage holder in full
satisfaction of the first mortgage loan, and paid $393,009 in selling costs.
Pursuant to the terms of the sale, $344,729 of the proceeds will be retained by
the Partnership until April 1997. The remaining proceeds from this sale are
expected to be distributed in 1997. See Note 15 of Notes to Financial
Statements for additional information.
In January 1997, the Partnership sold the Walnut Ridge - Phases I and II
apartment complexes in an all cash sale for $19,475,000. The purchaser
received a $300,000 credit against the purchase price for certain repairs at
the property. From the proceeds of the sale, the Partnership paid $10,752,114
to the third party mortgage holder in full satisfaction of the first mortgage
loans, repaid a $740,792 loan from an affiliate of the General Partner,
including accrued interest, and paid $470,165 in selling costs. The remaining
proceeds from this sale are expected to be distributed in 1997. See Note 15 of
Notes to Financial Statements for additional information.
In January 1997, the Partnership sold the Eagle Crest - Phase I Apartments in
an all cash sale for $9,508,000. From the proceeds of the sale, the Partnership
paid $7,093,430 to the third party mortgage holder in full satisfaction of the
first mortgage loan and paid $357,702 in selling costs and paid a prepayment
penalty of $675,281. The remaining proceeds from this sale are expected to be
distributed in 1997. See Note 15 of Notes to Financial Statements for
additional information.
The Partnership currently has no third party financing which matures prior to
2002.
The General Partner made four distributions totaling $105.50, $85.00 and $18.00
per Interest in 1996, 1995 and 1994, respectively. Distributions were comprised
of $28.50 of Net Cash Receipts and $77.00 of Net Cash Proceeds during 1996,
$18.00 of Net Cash Receipts and $67.00 of Net Cash Proceeds during 1995 and
$18.00 of Net Cash Receipts during 1994. Distributions from Net Cash Receipts
increased between 1996 and 1995 due to improved property operations and the
payment of a special distribution of $6.00 per Interest in July 1996 from Net
Cash Receipts reserves.
In January 1997, the Partnership made a distribution of $3,075,205 ($41.00 per
Interest) to the holders of Limited Partnership Interests. This amount includes
the regular quarterly distribution from Net Cash Receipts of $6.00 per Interest
for the fourth quarter of 1996 and a special distribution of Net Cash Proceeds
of $35.00 per Interest primarily from proceeds received in connection with the
sale of the Sandridge - Phase II Apartments in November 1996. The level of the
regular quarterly distribution remained unchanged from the amount distributed
for the third quarter of 1996. Including the January 1997 distribution, Limited
Partners have received distributions of Net Cash Receipts of $105.50 and Net
Cash Proceeds of $279.00, totaling $384.50 per $1,000 Interest, as well as
certain tax benefits. Distributions in 1997 will be made principally from
proceeds from property sales as discussed above. In light of results to date,
the General Partner does not anticipate that investors will recover all of
their original investment.
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.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
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, 1996 December 31, 1995
----------------------- -------------------------
Financial Tax Financial Tax
Statements Returns Statements Returns
---------- --------- ---------- ---------
Total assets $32,876,002 $23,905,692 $42,023,971 $27,201,280
Partners' capital
(deficit):
General Partner (2,910,234) (4,532,565) (3,478,957) (4,314,868)
Limited Partners 623,237 (5,329,139) (2,269,466) (14,860,814)
Net income:
General Partner 568,723 (217,697) 169,398 1,134,204
Limited Partners 10,805,731 17,444,702 3,218,557 6,161,448
Per Limited Part-
nership Interest 144.07 232.58 42.91 82.15
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
----- --------
Chairman, President and Chief Thomas E. Meador
Executive Officer
Senior Vice President Alexander J. Darragh
Senior Vice President James E. Mendelson
Senior Vice President John K. Powell, Jr.
Managing Director, Chief Jayne A. Kosik
Financial Officer, Treasurer
and Assistant Secretary
Thomas E. Meador (age 49) 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 (age 42) 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.
James E. Mendelson (age 34) joined Balcor in July 1984 and is responsible
for Balcor's property sales activities. He also has supervisory
responsibility for Balcor's accounting, financial, treasury, investor
services and investment administration functions. From 1989 to 1995, Mr.
Mendelson was Vice President - Transaction Management and Vice President -
Senior Transaction Manager and had responsibility for various asset
management matters relating to real estate investments made by Balcor,
including negotiations for the restructuring of mortgage loan investments.
Mr. Mendelson received his M.B.A. degree from the University of Chicago.
John K. Powell, Jr. (age 46) 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 function. 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.
Jayne A. Kosik (age 39) joined Balcor in August 1982 and, as Chief Financial
Officer, is responsible for Balcor's financial, human resources and treasury
functions. From June 1989 until October 1996, Ms. Kosik had supervisory
responsibility for accounting functions relating to Balcor's public and
private partnerships. She is also Treasurer and a Managing Director of The
Balcor Company. Ms. Kosik is a Certified Public Accountant.
(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 1996.
Item 11. Executive Compensation
- -------------------------------
The Registrant paid $2,481 in 1996 with respect to one of the executive
officers and directors of Balcor Partners-XIII, the General Partner. Certain of
the remaining 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. The Registrant has not
paid and does not propose to pay any remuneration to the remaining executive
officers and directors of the General Partner. However, the General Partner
believes that any such compensation attributable to services performed for the
Registrant is immaterial to the Registrant. See Note 9 of Notes to Financial
Statements for the information relating to transactions with affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(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 5,753.08 7.29%
Partnership Partners Limited
Interests Chicago, Partnership
Illinois Interests
Limited Metropolitan 3,334.70 4.22%
Partnership Acquisition VII Limited
Interests Greenville, Partnership
South Carolina Interests
While Metropolitan Acquisition VII owns less than 5% of the Interests, for
purposes of this Item 12, Metropolitan Acquisition VII is an affiliate of WIG
83 Partners and, collectively, they own 11.51% of the 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
- -------------------------------------------------------
(a & b) See Note 4 of Notes to Financial Statements for information relating to
the Partnership Agreement and the allocation of distributions and profits and
losses.
See Note 9 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
- -------------------------------------------------------------------------
(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 are
incorporated herein by reference.
(10)(a) 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.
(b)(i) Agreement of Sale and attachment thereto relating to the sale of Desert
Sands Village Apartments previously filed as Exhibit (2)(a) to the Registrant's
Current Report on Form 8-K dated April 23, 1996, is incorporated herein by
reference.
(b)(ii) Master Amendment and Agreement dated May 22, 1996 relating to the sale
of Desert Sands Village Apartments, previously filed as Exhibit (10)(b)(ii) to
the Registrant's Report on Form 10-Q for the quarter ended June 30, 1996 is
incorporated herein by reference.
(b)(iii) Master Amendment and Agreement #2 dated May 22, 1996 relating to the
sale of Desert Sands Village Apartments, previously filed as Exhibit
(10)(b)(iii) to the Registrant's Report on Form 10-Q for the quarter ended June
30, 1996 is incorporated herein by reference.
(b)(iv) Letter Agreement dated May 22, 1996 relating to the sale of Desert
Sands Village Apartments, previously filed as Exhibit (99) to the Registrant's
Current Report on Form 8-K dated June 28, 1996, is incorporated herein by
reference.
(c)(i) Agreement of Sale and attachment thereto relating to the sale of Springs
Pointe Village Apartments, previously filed as Exhibit (10)(c) to the
Registrant's Report on Form 10-Q for the quarter ended September 30, 1996, is
incorporated herein by reference.
(d)(i) Agreement of Sale and attachment thereto relating to the sale of the
Walnut Ridge Apartments, Phases I and II, previously filed as Exhibit (2)(a) to
the Registrant's Current Report on Form 8-K dated October 7, 1996 is
incorporated herein by reference.
(d)(ii) Amendment to Agreement of Sale relating to the sale of Walnut Ridge
Apartments, Phases I and II, previously filed as Exhibit (10)(d)(ii) to the
Registrant's Report on Form 10-Q for the quarter ended September 30, 1996, is
incorporated herein by reference.
(d)(iii) Second Amendment to Agreement of Sale relating to the sale of the
Walnut Ridge Apartments, Phases I and II, previously filed as Exhibit (99) to
the Registrant's Current Report on Form 8-K dated January 20, 1997 is
incorporated herein by reference.
(e)(i) Agreement of Sale and attachments thereto relating to the Eagle Crest
Apartments, Phase I, previously filed as Exhibit (2)(a) to the Registrant's
Current Report on Form 8-K dated January 20, 1997 is incorporated herein by
reference.
(e)(ii) Modification to Agreement of Sale relating to the Eagle Crest
Apartments, Phase I, previously filed as Exhibit (2)(b) to the Registrant's
Current Report on Form 8-K dated January 20, 1997 is incorporated herein by
reference.
(27) Financial Data Schedule of the Registrant for 1996 is attached hereto.
(b) Reports on Form 8-K:
(i) A Current Report on Form 8-K dated October 7, 1996 was filed reporting the
contract to sell the Walnut Ridge Apartments, Phases I and II, in Corpus
Christi, Texas.
(ii) A Current Report on Form 8-K dated January 20, 1997 was filed reporting
the contract to sell the Eagle Crest Apartments, Phase I, in Irving, Texas.
(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/Jayne A. Kosik
------------------------------
Jayne A. Kosik
Managing Director and Chief
Financial Officer (Principal
Accounting Officer)
of Balcor Partners-XIII, the
General Partner
Date: March 24, 1997
------------------
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 24, 1997
- -------------------- --------------
Thomas E. Meador
Jayne A. Kosik
Managing Director and Chief
Financial Officer (Principal
Accounting Officer)
of Balcor Partners-XIII, the
/s/Jayne A. Kosik General Partner March 24, 1997
- -------------------- --------------
Jayne A. Kosik
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Report of Independent Accountants
Financial Statements:
Balance Sheets, December 31, 1996 and 1995
Statements of Partners' Capital (Deficit), for the years ended December 31,
1996, 1995 and 1994
Statements of Income and Expenses, for the years ended December 31, 1996, 1995
and 1994
Statements of Cash Flows, for the years ended December 31, 1996, 1995 and 1994
Notes to Financial Statements
Financial Statement Schedule:
III - Real Estate and Accumulated Depreciation, as of December 31, 1996.
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, 1996 and 1995, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1996, 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 herein.
As described in Note 2 to the financial statements, the Partnership Agreement
provides for the dissolution of the Partnership upon the disposition of all its
real estate interests. The Partnership is presently marketing for sale its
remaining real estate asset. Upon disposition of its remaining real estate
asset and resolution of the litigation described in Note 14 to the financial
statements, the Partnership intends to cease operations and dissolve.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 20, 1997
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
BALANCE SHEETS
December 31, 1996 and 1995
ASSETS
1996 1995
-------------- --------------
Cash and cash equivalents $ 4,948,152 $ 2,734,729
Escrow deposits 1,398,303 1,694,777
Accounts and accrued interest receivable 69,605 64,523
Prepaid expenses 116,589 184,700
Deferred expenses, net of accumulated
amortization of $572,658 in 1996
and $702,304 in 1995 341,827 648,778
-------------- --------------
6,874,476 5,327,507
-------------- --------------
Investment in real estate:
Land 6,914,189 8,885,606
Buildings and improvements 40,057,396 54,739,601
-------------- --------------
46,971,585 63,625,207
Less accumulated depreciation 20,970,059 26,928,743
-------------- --------------
Investment in real estate, net of
accumulated depreciation 26,001,526 36,696,464
-------------- --------------
$ 32,876,002 $ 42,023,971
============== ==============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Accounts payable $ 84,668 $ 141,244
Due to affiliates 111,221 24,811
Accrued liabilities, principaly real
estate taxes 775,260 938,309
Security deposits 236,745 260,819
Mortgage notes payable-affiliate 734,154 734,154
Mortgage notes payable 33,220,951 45,673,057
-------------- --------------
Total liabilities 35,162,999 47,772,394
-------------- --------------
Commitments and contingencies
Limited Partners' capital (deficit)
(75,005 Interests issued and outstanding) 623,237 (2,269,466)
General Partner's deficit (2,910,234) (3,478,957)
-------------- --------------
Total partners' deficit (2,286,997) (5,748,423)
-------------- --------------
$ 32,876,002 $ 42,023,971
============== ==============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
for the years ended December 31, 1996, 1995 and 1994
Partners' Capital (Deficit) Accounts
--------------- ------------------------------
General Limited
Total Partner Partners
--------------- --------------- --------------
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)
Cash distributions to
Limited Partners (A) (7,913,028) (7,913,028)
Net income for the year
ended December 31, 1996 11,374,454 568,723 10,805,731
--------------- --------------- --------------
Balance at December 31, 1996$ (2,286,997) $ (2,910,234) $ 623,237
=============== =============== ==============
(A) Summary of cash distributions per Interest:
1996 1995 1994
--------------- --------------- --------------
First Quarter $ 4.50 $ 4.50 $ 4.50
Second Quarter 18.00 4.50 4.50
Third Quarter 77.00 4.50 4.50
Fourth Quarter 6.00 71.50 4.50
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, 1996, 1995 and 1994
1996 1995 1994
--------------- --------------- --------------
Income:
Rental and service $ 12,798,083 $ 15,054,742 $ 15,796,390
Interest on short-term
investments 192,774 387,750 323,825
Settlement income 208,250
--------------- --------------- --------------
Total income 13,199,107 15,442,492 16,120,215
--------------- --------------- --------------
Expenses:
Interest on mortgage
notes payable 3,281,327 4,037,357 4,477,599
Depreciation 1,453,464 1,797,112 1,988,938
Amortization of deferred
expenses 154,992 169,149 192,062
Property operating 4,675,801 5,970,865 6,935,788
Real estate taxes 1,133,389 1,300,427 1,446,103
Property management fees 647,396 753,664 789,447
Administrative 517,336 679,028 581,778
--------------- --------------- --------------
Total expenses 11,863,705 14,707,602 16,411,715
--------------- --------------- --------------
Income (loss) before gain
on sales of properties and
extraordinary items 1,335,402 734,890 (291,500)
Gain on sales of properties 10,262,536 2,711,565
--------------- --------------- --------------
Income (loss) before
extraordinary items 11,597,938 3,446,455 (291,500)
--------------- --------------- --------------
Extraordinary Items:
Gain on forgiveness of
debt 40,653 1,400,400
Debt extinguishment
expenses (223,484) (99,153)
--------------- --------------- --------------
Total extraordinary items (223,484) (58,500) 1,400,400
--------------- --------------- --------------
Net income $ 11,374,454 $ 3,387,955 $ 1,108,900
=============== =============== ==============
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, 1996, 1995 and 1994
(Continued)
1996 1995 1994
--------------- --------------- --------------
Income (loss) before
extraordinary items
allocated to General
Partner $ 579,897 $ 172,323 $ (14,575)
=============== =============== ==============
Income (loss) before
extraordinary items
allocated to Limited
Partners $ 11,018,041 $ 3,274,132 $ (276,925)
=============== =============== ==============
Income (loss) before
extraordinary items per
Limited Partnership
Interest (75,005 issued
and outstanding) $ 146.90 $ 43.65 $ (3.69)
=============== =============== ==============
Extraordinary items
allocated to General
Partner $ (11,174) $ (2,925) $ 70,020
=============== =============== ==============
Extraordinary items
allocated to Limited
Partners $ (212,310) $ (55,575) $ 1,330,380
=============== =============== ==============
Extraordinary items per
Limited Partnership
Interest (75,005 issued
and outstanding) $ (2.83) $ (0.74) $ 17.74
=============== =============== ==============
Net income allocated to
General Partner $ 568,723 $ 169,398 $ 55,445
=============== =============== ==============
Net income allocated to
Limited Partners $ 10,805,731 $ 3,218,557 $ 1,053,455
=============== =============== ==============
Net income per Limited
Partnership Interest
(75,005 issued and
outstanding) $ 144.07 $ 42.91 $ 14.05
=============== =============== ==============
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, 1996, 1995 and 1994
1996 1995 1994
--------------- --------------- --------------
Operating activities:
Net income $ 11,374,454 $ 3,387,955 $ 1,108,900
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 223,484 99,153
Gain on sales of
properties (10,262,536) (2,711,565)
Depreciation of
properties 1,453,464 1,797,112 1,988,938
Amortization of deferred
expenses 154,992 169,149 192,062
Net change in:
Escrow deposits 296,474 (134,235) (367,273)
Accounts and accrued
interest receivable (5,082) 33,323 (87,622)
Prepaid expenses 68,111 (148,434) 73,987
Accounts payable (56,576) (73,066) (53,813)
Due to affiliates 86,410 (49,247) (37,417)
Accrued liabilities (163,049) (303,409) (82,335)
Security deposits (24,074) (28,007) (13,788)
--------------- --------------- --------------
Net cash provided by
operating activities 3,146,072 1,998,076 1,321,239
--------------- --------------- --------------
Investing activities:
Redemption of restricted
investment 700,000
Improvements to properties (110,424)
Proceeds from sales of
properties 19,779,423 954,428
Cost incurred in connection
with sales of properties (275,413) (168,597)
--------------- --------------- --------------
Net cash provided by or
(used in) investing
activities 19,504,010 1,485,831 (110,424)
--------------- --------------- --------------
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, 1996, 1995 and 1994
(Continued)
1996 1995 1994
--------------- --------------- --------------
Financing activities:
Distributions to Limited
Partners $ (7,913,028) $ (6,375,427) $ (1,350,092)
Repayment of mortgage
notes payable-affiliate (38,742) (121,443)
Proceeds from issuance of
mortgage notes payable 11,980,000 3,000,000
Repayment of mortgage
notes payable (11,904,134) (11,254,363) (3,123,000)
Principal payments on
mortgage notes payable (547,972) (691,660) (1,607,633)
Payment of deferred
expenses (276,285) (209,719)
Payment of prepayment
penalties (71,525) (43,153)
--------------- --------------- --------------
Net cash used in
financing activities (20,436,659) (6,699,630) (3,411,887)
--------------- --------------- --------------
Net change in cash and cash
equivalents 2,213,423 (3,215,723) (2,201,072)
Cash and cash equivalents
at beginning of year 2,734,729 5,950,452 8,151,524
--------------- --------------- --------------
Cash and cash equivalents
at end of year $ 4,948,152 $ 2,734,729 $ 5,950,452
=============== =============== ==============
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. Partnership Termination:
The Partnership Agreement provides for the dissolution of the Partnership upon
the occurrence of certain events, including the disposition of all interests in
real estate. During 1996, the Partnership sold the Desert Sands Village and
Sandridge - Phase II apartment complexes. During January 1997, the Partnership
sold the Eagle Crest - Phase I, Springs Pointe Village and Walnut Ridge -
Phases I and II apartment complexes. The Partnership is actively marketing the
remaining property for sale. The timing of the termination of the Partnership
and final distribution of cash will depend upon the nature and extent of
liabilities and contingencies which exist or may arise. Such contingencies may
include legal and other fees stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 14 of Notes to
the Financial Statements. In the absence of any contingency, the reserves will
be paid within twelve months of the last property being sold. In the event a
contingency exists, reserves may be held by the Partnership for a longer period
of time.
3. 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 based on the current sales price
less estimated closing costs. 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. Upon sale, any
remaining balance is recognized as debt extinguishment expense and classified
as an extraordinary item.
(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 the current sales price
less estimated closing costs. 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 is held or
invested in one financial institution.
(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 financial
statements to conform with the classification used in 1996 and 1995. This
reclassification has not changed the 1994 results.
4. 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.
5. Mortgage Notes Payable:
Mortgage notes payable at December 31, 1996 and 1995 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 12/31/96 12/31/95 Rate % Date Payment Payment
- --------------- --------- ----------- -------- ------ ------- ----------
Mortgage Notes Payable - Nonaffiliates:
Apartment Complexes:
Deer Oaks (A) $4,730,373 $4,777,636 7.350% 2002 $33,071 $4,404,000
Desert Sands
Village (B) 9,034,548 (B) (B) (B) (B)
Eagle Crest -
Phase I (C) 7,093,430 7,140,577 9.621% 2002 61,008 6,776,000
Sandridge -
Phase II (D) 2,971,144 (D) (D) (D) (D)
Springs Pointe
Village (E) 10,645,034 10,902,316 6.498% 1998 79,845 10,209,000
Walnut Ridge -
Phase I (E) 5,713,772 5,764,108 8.940% 2000 46,968 5,498,000
Walnut Ridge -
Phase II (E) 5,038,342 5,082,728 8.940% 2000 41,416 4,848,000
----------- -----------
Subtotal 33,220,951 45,673,057
----------- -----------
Mortgage Notes Payable - Affiliate:
Apartment Complex:
Walnut Ridge -
Phase II (F) 734,154 734,154 10.50% 1997 (F) 734,000
----------- -----------
Total $33,955,105 $46,407,211
=========== ===========
(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 June 1996, this property was sold. See Note 10 of Notes to Financial
Statements for additional information.
(C) 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. During January 1997, this property
was sold. See Note 15 of Notes to Financial Statements for additional
information.
(D) In November 1996, this property was sold. See Note 10 of Notes to Financial
Statements for additional information.
(E) During January 1997, this property was sold. See Note 15 of Notes to
Financial Statements for additional information.
(F) 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. During January
1997, this property was sold and the loan was repaid. See Note 15 of Notes to
Financial Statements for additional information.
Real estate with an aggregate carrying value of $26,001,526 at December 31,
1996 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:
1997 $53,000
1998 55,000
1999 59,000
2000 63,000
2001 68,000
During 1996, 1995 and 1994, the Partnership incurred interest expense on
mortgage notes payable to non-affiliates of $3,202,898, $3,962,845, and
$4,382,118, respectively. The Partnership paid interest expense to
non-affiliates of $3,202,898 in 1996, $3,962,845 in 1995, and $4,382,118 in
1994.
6. Management Agreements:
As of December 31, 1996 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.
7. 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.
8. 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 1996, the net effect of these accounting differences
is that the net income in the financial statements is $5,852,551 less than the
tax income of the Partnership for the same period.
9. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are:
Year Ended Year Ended Year Ended
12/31/96 12/31/95 12/31/94
---------------- ---------------- ----------------
Paid Payable Paid Payable Paid Payable
-------- ------- -------- ------- -------- -------
Property management fees None None None None $721,999 None
Reimbursement of expenses
to General Partner,
at cost:
Accounting $19,567 $22,374 $58,817 $ 2,504 86,414 $30,902
Data processing 7,563 3,828 32,721 2,404 54,173 10,892
Investor communica-
tions None None 7,620 None 20,528 5,964
Legal 13,308 14,295 30,838 2,549 13,567 8,702
Portfolio management 51,315 57,365 98,173 11,332 54,667 14,929
Other 18,011 6,721 15,322 6,022 9,785 2,669
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, 1996, the Partnership has a $734,154 unsecured third loan
outstanding to TBC in connection with the Walnut Ridge - Phase II Apartments.
The Partnership incurred interest expense on the affiliate loan of $78,429,
$74,512, and $95,481 and paid interest expense of $71,791, $81,500, and
$164,371 during 1996, 1995 and 1994, respectively. As of December 31, 1996,
$6,638 of accrued interest was payable on the loan. The loan was repaid in
connection with the January 1997 sale of the property. See Note 15 of Notes to
Financial Statements for additional information.
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 $16,271, $97,533, and $161,478 in 1996, 1995 and 1994, respectively.
10. Property Sales:
(a) In November 1996, the Partnership sold the Sandridge - Phase II Apartments
in an all cash sale for $5,250,000. From the proceeds of the sale, the
Partnership paid $2,952,351 to the third party mortgage holder in full
satisfaction of the first mortgage loan, and paid $151,067 in selling costs.
The basis of the property was $2,818,888 which is net of accumulated
depreciation of $2,295,428. For financial statement purposes, the Partnership
recognized a gain of $2,280,045 from the sale of this property.
(b) In June 1996, the Partnership sold the Desert Sands Village Apartments in
an all cash sale for $14,529,423. From the proceeds of the sale, the
Partnership paid $8,951,783 to the third party mortgage holder in full
satisfaction of the first mortgage loan, and paid $124,346 in selling costs.
The basis of the property was $6,422,586 which is net of accumulated
depreciation of $5,116,720. For financial statement purposes, the Partnership
recognized a gain of $7,982,491 from the sale of this property.
(c) In June 1995, the Partnership sold the North Cove Apartments in an all cash
sale 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 this property.
11. Restricted Investments:
A restricted deposit in the amount of $700,000 was pledged as additional
collateral to the mortgage loan on the Desert Sands Village 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.
12. Fair Value of Financial Instruments:
The carrying amounts and fair values of the Partnership's financial instruments
at December 31, 1996 and 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 1996 and 1995 for mortgage loans with similar terms and
maturities, the fair values of the mortgage notes payable approximate the
carrying values.
13. Extraordinary Items:
(a) During 1996, the Partnership wrote off the remaining unamortized deferred
expenses in the amount of $95,134 and $56,825 in connection with the sales of
the Sandridge - Phase II and Desert Sands Village apartment complexes. In
addition, the Partnership paid a prepayment penalty in connection with the sale
of Sandridge - Phase II of $71,525. These amounts were recognized as debt
extinguishment expenses and classified as extraordinary items for financial
statement purposes.
(b) 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 Village and Desert Sands Village apartment
complexes.
(c) 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.
(d) 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.
(e) During 1994, the lender of the North Cove Apartments' loan forgave $466,926
of the principal balance and deferred interest of $933,474 in connection with
the refinancing. This resulted in a $1,400,400 extraordinary gain on
forgiveness of debt in 1994.
14. Contingencies:
The Partnership is currently involved in two lawsuits whereby the Partnership
and certain affiliates have been named as defendants alleging substantially
similar claims involving certain federal securities law violations with regard
to the adequacy and accuracy of disclosures of information concerning, as well
as marketing efforts related to, the offering of the Limited Partnership
Interests of the Partnership. The defendants continue to vigorously contest
these actions. A plaintiff class has not been certified in either action and,
no determinations of the merits have been made. It is not determinable at this
time whether or not an unfavorable decision in either action would have a
material adverse impact on the financial position, operations and liquidity of
the Partnership. The Partnership believes it has meritorious defenses to
contest the claims.
15. Subsequent Events:
(a) In January 1997, the Partnership made a distribution of $3,075,205 ($41.00
per Interest) to the holders of Limited Partnership Interests. This amount
includes the regular quarterly distribution from Cash Flow of $6.00 per
Interest for the fourth quarter of 1996 and a special distribution of Net Cash
Proceeds of $35.00 per Interest primarily from proceeds received in connection
with the sale of the Sandridge - Phase II Apartments in November 1996.
(b) In January 1997, the Partnership sold the Springs Pointe Village Apartments
in an all cash sale for $20,166,667. From the proceeds of the sale, the
Partnership paid $10,645,034 to the third party mortgage holder in full
satisfaction of the first mortgage loan, and paid $393,009 in selling costs.
The basis of the property was $7,171,170 which is net of accumulated
depreciation of $6,097,437. For financial statement purposes, the Partnership
will recognize a gain of approximately $12,602,000 from the sale of this
property during the first quarter of 1997.
(c) In January 1997, the Partnership sold the Walnut Ridge - Phases I and II
apartment complexes in an all cash sale for $19,475,000. The purchaser
received a $300,000 credit against the purchase price for certain repairs at
the property. From the proceeds of the sale, the Partnership paid $10,752,114
to the third party mortgage holder in full satisfaction of the first mortgage
loans, repaid a $740,792 loan from an affiliate of the General Partner,
including accrued interest, and paid $470,165 in selling costs. The basis of
the properties was $10,277,246 which is net of accumulated depreciation of
$8,176,329. For financial statement purposes, the Partnership will recognize a
gain of approximately $8,427,000 from the sale of this property during the
first quarter of 1997.
(d) In January 1997, the Partnership sold the Eagle Crest - Phase I Apartments
in an all cash sale for $9,508,000. From the proceeds of the sale, the
Partnership paid $7,093,430 to the third party mortgage holder in full
satisfaction of the first mortgage loan and paid $357,702 in selling costs and
paid a prepayment penalty of $675,281. The basis of the property was $5,340,277
which is net of accumulated depreciation of $4,172,793. For financial statement
purposes, the Partnership will recognize a gain of approximately $3,810,000
from the sale of this property during the first quarter of 1997.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1996
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
Eagle Crest Apts. I,
a 296-unit complex
in Irving, TX (a) 1,527,000 6,829,400 $151,582 1,013,264 None
Springs Pointe Apts.,
a 484-unit complex
in Las Vegas, NV (a) 1,530,000 11,825,000 36,840 6,850 $(130,084)
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 $ 6,894,000 $37,197,600 $281,967 $2,861,048 $(263,030)
=========== =========== ======== ========== =========
</TOTAL>
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1996
(Continued)
Col. A Col. E Col. F Col. G Col H. Col. I
- ------------------- -------------------------------- -------- -------- ------ --------------
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- Acq- 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 $2,576,453 1982 1982 (f)
Eagle Crest Apts. I,
a 296-unit complex
in Irving, TX (g) 1,579,209 7,942,037 9,521,246 4,157,389 1983 1982 (f)
Springs Pointe Apts.,
a 484-unit complex
in Las Vegas, NV (g) 1,515,885 11,752,721 13,268,606 6,091,585 1982 1982 (f)
Walnut Ridge Apts. I,
a 380-unit complex in
Corpus Christi, TX (g) 1,382,542 7,696,530 9,079,072 4,082,702 1982 1982 (f)
Walnut Ridge Apts. II,
a 324-unit complex in
Corpus Christi, TX (g) 1,335,598 8,046,505 9,382,103 4,061,930 1983 1982 (f)
----------- ----------- ----------- -----------
Total $6,914,189 $40,057,396 $46,971,585 $20,970,059
=========== =========== =========== ===========
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
NOTES TO SCHEDULE III
(a) See description of Mortgage Notes Payable in Note 5 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 $6,945,090
and the aggregate cost of buildings and improvements for Federal income tax
purposes is $27,288,668. The total of these is $34,233,758.
Reconciliation of Real Estate
(e) -----------------------------
1996 1995 1994
----------- ----------- -----------
Balance at beginning of year: $63,625,207 $77,226,100 $77,115,676
Additions during year:
Improvements None None 110,424
Deductions during year:
Cost of real estate sold (16,653,622)(13,600,893) None
----------- ----------- -----------
Balance at close of year $46,971,585 $63,625,207 $77,226,100
=========== =========== ===========
Reconciliation of Accumulated Depreciation
-------------------------------------------
1996 1995 1994
----------- ----------- -----------
Balance at beginning of year $26,928,743 $30,862,686 $28,873,748
Depreciation expense for the
year 1,453,464 1,797,112 1,988,938
Accumulated depreciation
of real estate sold (7,412,148)(5,731,055) None
----------- ----------- -----------
Balance at close of year $20,970,059 $26,928,743 $30,862,686
=========== =========== ===========
(f) Depreciation expense is computed based upon the following estimated useful
lives:
Years
-----
Buildings and improvements 20 to 30
Furniture and fixtures 5
(g) This property was sold during January 1997. See Note 15 of Notes to
Financial Statements for additional information.