SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1998
--------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- -----
EXCHANGE ACT OF 1934.
For the transition period from to
------------ ------------
Commission file number 0-11805
-------
BALCOR REALTY INVESTORS-83
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-3189175
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Rd.
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
--------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
----- -----
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
BALANCE SHEETS
March 31, 1998 and December 31, 1997
(Unaudited)
ASSETS
1998 1997
--------------- -------------
Cash and cash equivalents $ 1,849,498 $ 2,153,216
Accounts and accrued interest receivable 12,383 20,498
Prepaid expenses 2,181
--------------- -------------
$ 1,864,062 $ 2,173,714
=============== =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 36,487 $ 25,081
Due to affiliates 43,000 38,294
--------------- -------------
Total liabilities 79,487 63,375
--------------- -------------
Commitments and contingencies
Limited Partners' capital (75,005
Interests issued and outstanding) 1,889,566 2,215,330
General Partner's deficit (104,991) (104,991)
--------------- -------------
Total partners' capital 1,784,575 2,110,339
--------------- -------------
$ 1,864,062 $ 2,173,714
=============== =============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1998 and 1997
(Unaudited)
1998 1997
--------------- -------------
Income:
Rental and service $ 617,100
Interest on short-term investments $ 29,267 218,823
--------------- -------------
Total income 29,267 835,923
--------------- -------------
Expenses:
Interest on mortgage notes payable 246,394
Depreciation 92,780
Amortization of deferred expenses 6,578
Property operating 14,447 436,980
Real estate taxes 71,001
Property management fees 38,064
Administrative 81,810 108,991
--------------- -------------
Total expenses 96,257 1,000,788
--------------- -------------
Loss before gain on sales of
properties and extraordinary item (66,990) (164,865)
Gain on sales of properties 24,840,098
--------------- -------------
(Loss) income before extraordinary item (66,990) 24,675,233
Extraordinary item:
Debt extinguishment expenses (1,337,079)
--------------- -------------
Net (loss) income $ (66,990) $ 23,338,154
=============== =============
Income before extraordinary item allocated
to General Partner None $ 1,233,762
=============== =============
(Loss) income before extraordinary item
allocated to Limited Partners $ (66,990) $ 23,441,471
=============== =============
(Loss) income before extraordinary item per
Limited Partnership Interest (75,005
issued and outstanding)- Basic and Diluted $ (0.89) $ 312.53
=============== =============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the quarters ended March 31, 1998 and 1997
(Unaudited)
(Continued)
1998 1997
--------------- -------------
Extraordinary item allocated to General
Partner None $ (66,854)
=============== =============
Extraordinary item allocated to Limited
Partners None $ (1,270,225)
=============== =============
Extraordinary item per Limited Partnership
Interest (75,005 issued and outstanding)
- Basic and Diluted None $ (16.94)
=============== =============
Net income allocated to General Partner None $ 1,166,908
=============== =============
Net (loss) income allocated to Limited
Partners $ (66,990) $ 22,171,246
=============== =============
Net (loss) income per Limited Partnership
Interest (75,005 issued and outstanding)
- Basic and Diluted $ (0.89) $ 295.59
=============== =============
Distribution to Limited Partners $ 258,774 $ 3,075,205
=============== =============
Distribution per Limited Partnership
Interest (75,005 issued and outstanding) $ 3.45 $ 41.00
=============== =============
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 quarters ended March 31, 1998 and 1997
(Unaudited)
1998 1997
--------------- -------------
Operating activities:
Net (loss) income $ (66,990) $ 23,338,154
Adjustments to reconcile net (loss) income
to net cash used in operating activities:
Debt extinguishment expenses 231,713
Gain on sales of properties (24,840,098)
Depreciation of properties 92,780
Amortization of deferred expenses 6,578
Net change in:
Escrow deposits 1,055,652
Accounts receivable 8,115 (118,669)
Prepaid expenses (2,181) 113,119
Accounts payable 11,406 226,988
Due to affiliates 4,706 (9,276)
Accrued liabilities (732,780)
Security deposits (220,038)
--------------- -------------
Net cash used in operating activities (44,944) (855,877)
--------------- -------------
Investing activities:
Proceeds from sales of properties 48,849,667
Payment of selling costs (1,220,878)
------------
Net cash provided by investing activities 47,628,789
------------
Financing activities:
Distribution to Limited Partners (258,774) (3,075,205)
Repayment of mortgage note payable -
affiliate (734,154)
Repayment of mortgage notes payable (28,490,578)
Principal payments on mortgage notes
payable (12,367)
--------------- -------------
Cash used in financing activities (258,774) (32,312,304)
--------------- -------------
Net change in cash and cash equivalents (303,718) 14,460,608
Cash and cash equivalents at beginning
of period 2,153,216 4,948,152
--------------- -------------
Cash and cash equivalents at end of period $ 1,849,498 $ 19,408,760
=============== =============
The accompanying notes are an integral part of the financial statements.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Accounting Policies:
(a) The loss allocation between the Limited Partners and the General Partner
has been adjusted for financial statement purposes during 1998 in order that
the capital account balances more accurately reflect their remaining economic
interests as provided for in the Partnership Agreement.
(b) In the opinion of management, all adjustments necessary for a fair
presentation have been made to the accompanying statements for the quarter
ended March 31, 1998, and all such adjustments are of a normal and recurring
nature.
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 1997, the Partnership sold its five remaining properties.
The Partnership has retained a portion of the cash from the property sales to
satisfy obligations of the Partnership as well as establish a reserve for
contingencies. 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 and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 5 of Notes to the
Financial Statements. In the absence of any such contingencies, the reserves
will be paid within twelve months of the last property being sold. In the event
a contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
3. Interest Expense:
During the quarter ended March 31, 1997, the Partnership incurred and paid
interest expense on mortgage notes payable to non-affiliates of $239,756.
4. Transactions with affiliates:
Fees and expenses paid and payable by the Partnership to affiliates during the
quarter ended March 31, 1998 are:
Paid Payable
------------ ---------
Reimbursement of expenses to
the General Partner, at cost $8,322 $43,000
In February 1997, the Partnership repaid the Walnut Ridge - Phase II Apartments
note payable to The Balcor Company ("TBC"), an affiliate of the General
Partner. The Partnership repaid the $734,154 loan with proceeds received from
the sale of the property. During the quarter ended March 31, 1997, the
Partnership incurred interest expense on the TBC loan of $6,638 and paid
interest expense of $13,276.
5. 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 state securities and common law violations
with regard to the property acquisition process of the Partnership, and 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 or liquidity of
the Partnership. The Partnership believes it has meritorious defenses to
contest the claims.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
MANAGEMENT'S DISCUSSION AND ANALYSIS
Balcor Realty Investors-83 (the "Partnership") is a limited partnership formed
in 1981 to invest in and operate income-producing real property. The
Partnership raised $75,005,000 from sales of Limited Partnership Interests and
utilized these proceeds to acquire eleven real property investments and a
minority joint venture interest in one additional real property. The
Partnership has no properties remaining in its portfolio at March 31, 1998.
Inasmuch as the management's discussion and analysis below relates primarily to
the time period since the end of the last fiscal year, investors are encouraged
to review the financial statements and the management's discussion and analysis
contained in the annual report for 1997 for a more complete understanding of
the Partnership's financial position.
Operations
- ----------
Summary of Operations
- ---------------------
Administrative expenses were higher than interest earned on short-term
investments during the quarter ended March 31, 1998. This was the primary
reason the Partnership recognized a net loss during the quarter ended March 31,
1998. During January 1997, the Partnership sold the Eagle Crest - Phase I,
Springs Pointe Village and Walnut Ridge - Phases I and II apartment complexes
and recognized significant gains for financial statement purposes in connection
with these sales. This was the primary reason the Partnership recognized net
income during the quarter ended March 31, 1997. Further discussion of the
Partnership's operations is summarized below.
1998 Compared to 1997
- ---------------------
Discussions of fluctuations between 1998 and 1997 refer to the quarters ended
March 31, 1998 and 1997.
The Partnership sold the Eagle Crest - Phase I, Springs Pointe Village and
Walnut Ridge - Phases I and II apartment complexes during January 1997 and
recognized gains totaling $24,840,098 in connection with the property sales. In
addition, the Partnership sold the Deer Oaks Apartments in August 1997. As a
result, rental and service income, interest expense on mortgage notes payable,
depreciation, amortization, real estate taxes and property management fees
ceased during 1997.
Higher average cash balances were available for investment in 1997 due to
proceeds received in connection with the 1997 property sales prior to
distribution to Limited Partners. This resulted in a decrease in interest
income on short-term investments during 1998 as compared to 1997.
Property operating expense decreased during 1998 as compared to 1997 due to the
sales of the Partnership's five remaining properties in 1997. The Partnership
paid additional expenditures during 1998 related to certain of the properties
sold in 1997.
Due to lower accounting, data processing and portfolio management fees as a
result of the prior years' property sales, administrative expenses decreased
during 1998 as compared to 1997.
During 1997, the Partnership wrote-off the remaining unamortized deferred
expenses in connection with the sales of the Eagle Crest - Phase I and Walnut
Ridge - Phase I and II apartment complexes totaling $231,713 and paid
prepayment penalties in connection with the sales of these properties
totaling $1,105,366. These amounts were recognized as debt extinguishment
expenses and classified as an extraordinary item for financial statement
purposes.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased by approximately $304,000 as of
March 31, 1998 when compared to December 31, 1997 primarily due to the payment
of a distribution to Limited Partners in January 1998 of remaining available
Net Cash Proceeds. The Partnership used cash of approximately $45,000 to fund
its operating activities consisting of the payment of administrative expenses
and operating expenses related to sold properties which was partially offset by
interest income earned on short-term investments. The Partnership used cash to
fund its financing activities which consisted of a distribution to Limited
Partners of approximately $259,000.
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 1997, the Partnership sold its five remaining properties.
The Partnership has retained a portion of the cash from the property sales to
satisfy obligations of the Partnership as well as establish a reserve for
contingencies. 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 and costs stemming from litigation involving the Partnership
including, but not limited to, the lawsuits discussed in Note 5 of Notes to the
Financial Statements. In the absence of any such contingencies, the reserves
will be paid within twelve months of the last property being sold. In the event
a contingency continues to exist or arises, reserves may be held by the
Partnership for a longer period of time.
To date, Limited Partners have received distributions of Net Cash Receipts of
$105.50 and Net Cash Proceeds of $544.47, totaling $649.97 per $1,000 Interest,
as well as certain tax benefits. No additional distributions are anticipated to
be made prior to the termination of the Partnership. However, after paying
final partnership expenses, any remaining cash reserves will be distributed.
Limited Partners will not recover all of their original investment.
BALCOR REALTY INVESTORS-83
(An Illinois Limited Partnership)
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
(4) Amended and Restated Certificate of Limited Partnership set forth as
Exhibit 4.1 to Amendment No. 1 to Registrant's Registration Statement on
Form S-11 dated December 10, 1982 (Registration No. 2-79043) and Form of
Confirmation regarding Interests in the Registrant set forth as Exhibit 4.2 to
the Registrant's Report on Form 10-Q for the quarter ended June 30, 1992
(Commission File No. 0-11805) are incorporated herein by reference.
(10) Material Contracts:
(a)(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.
(a)(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.
(a)(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.
(a)(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.
(b) Agreement of Sale and attachment thereto relating to the sale of Springs
Pointe 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.
(c)(i) Agreement of Sale and attachment thereto relating to the sale of the
Walnut Ridge apartment complex, 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.
(c)(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.
(c)(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.
(d)(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.
(d)(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.
(e)(i) Agreement of Sale and attachment thereto relating to the sale of the
Deer Oaks Apartments, San Antonio, Texas, previously filed as Exhibit (2)(i) to
the Registrant's Report on Form 8-K dated July 18, 1997 is incorporated herein
by reference.
(e)(ii) First Amendment to Agreement of Sale relating to the sale of the Deer
Oaks Apartments, San Antonio, Texas, previously filed as Exhibit (2)(ii) to the
Registrant's Report on Form 8-K dated July 18, 1997 is incorporated herein by
reference.
(27) Financial Data Schedule of the Registrant for the three month period
ending March 31, 1998 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended March 31, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BALCOR REALTY INVESTORS-83
By:/s/Thomas E. Meador
-----------------------------
Thomas E. Meador
President and Chief Executive Officer
(Principal Executive Officer) of Balcor
Partners-XIII, the General Partner
By:/s/Jayne A. Kosik
------------------------------
Jayne A. Kosik
Senior Managing Director and Chief Financial
Officer (Principal Accounting Officer) of
Balcor Partners-XIII, the General Partner
Date: April 29,1998
--------------------------