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 June 30, 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 0-15649 ------- BALCOR REALTY INVESTORS 86-SERIES I A REAL ESTATE LIMITED PARTNERSHIP ------------------------------------------------------- (Exact name of registrant as specified in its charter) Illinois 36-3327914 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 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 - 86 - SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) BALANCE SHEETS June 30, 1998 and December 31, 1997 (UNAUDITED) ASSETS 1998 1997 -------------- --------------- Cash and cash equivalents $ 1,625,275 $ 1,972,846 Escrow deposits 274,906 274,906 Accounts and accrued interest receivable 7,600 12,962 -------------- --------------- $ 1,907,781 $ 2,260,714 ============== =============== LIABILITIES AND PARTNERS' CAPITAL Accounts payable $ 21,017 $ 52,096 Due to affiliates 35,858 28,175 -------------- --------------- Total liabilities 56,875 80,271 -------------- --------------- Commitments and contingencies Limited Partners' capital (59,791 Interests issued and outstanding) 2,167,867 2,497,404 General Partner's deficit (316,961) (316,961) -------------- --------------- Total partners' capital 1,850,906 2,180,443 -------------- --------------- $ 1,907,781 $ 2,260,714 ============== =============== The accompanying notes are an integral part of the financial statements. BALCOR REALTY INVESTORS - 86 - SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) STATEMENTS OF INCOME AND EXPENSES for the six months ended June 30, 1998 and 1997 (UNAUDITED) 1998 1997 -------------- --------------- Income: Rental and service $ 30,002 Interest on short-term investments $ 46,073 111,515 -------------- --------------- Total income 46,073 141,517 -------------- --------------- Expenses: Interest on mortgage notes payable 37,810 Depreciation 4,393 Amortization of deferred expenses 260 Property operating 8,473 141,409 Real estate taxes 1,870 Property management fees 1,113 Administrative 113,422 134,541 -------------- --------------- Total expenses 121,895 321,396 -------------- --------------- Loss before gain on sales of property and extraordinary item (75,822) (179,879) Gain on sale of property 828,751 -------------- --------------- (Loss) income before extraordinary item (75,822) 648,872 Extraordinary item: Debt extinguishment expense (161,761) -------------- --------------- Net (loss) income $ (75,822) $ 487,111 ============== =============== Income before extraordinary item allocated to General Partner None $ 10,904 ============== =============== (Loss) income before extraordinary item allocated to Limited Partners $ (75,822) $ 637,968 ============== =============== (Loss) income before extraordinary item per Limited Partnership Interest (59,791 issued and outstanding) - Basic and Diluted $ (1.27) $ 10.67 ============== =============== The accompanying notes are an integral part of the financial statements. BALCOR REALTY INVESTORS - 86 - SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) STATEMENTS OF INCOME AND EXPENSES for the six months ended June 30, 1998 and 1997 (UNAUDITED) (Continued) 1998 1997 -------------- --------------- Extraordinary item allocated to General Partner None $ (1,618) ============== =============== Extraordinary item allocated to Limited Partners None $ (160,143) ============== =============== Extraordinary item per Limited Partnership Interest (59,791 issued and outstanding) - Basic and Diluted None $ (2.68) ============== =============== Net income allocated to General Partner None $ 9,286 ============== =============== Net (loss) income allocated to Limited Partners $ (75,822) $ 477,825 ============== =============== Net (loss) income per Limited Partnership Interest (59,791 issued and outstanding) - Basic and Diluted $ (1.27) $ 7.99 ============== =============== Distributions to Limited Partners $ 253,715 $ 10,612,903 ============== =============== Distributions per Limited Partnership Interest $ 4.24 $ 177.50 ============== =============== The accompanying notes are an integral part of the financial statements. BALCOR REALTY INVESTORS - 86 - SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) STATEMENTS OF INCOME AND EXPENSES for the quarters ended June 30, 1998 and 1997 (UNAUDITED) 1998 1997 -------------- --------------- Income: Interest on short-term investments $ 22,560 $ 23,990 -------------- --------------- Total income 22,560 23,990 -------------- --------------- Expenses: Property operating 8,473 112,195 Administrative 44,736 39,921 -------------- --------------- Total expenses 53,209 152,116 -------------- --------------- Net loss $ (30,649) $ (128,126) ============== =============== Net loss allocated to General Partner None None ============== =============== Net loss allocated to Limited Partners $ (30,649) $ (128,126) ============== =============== Net loss per Limited Partnership Interest (59,791 issued and outstanding) - Basic and Diluted $ (0.51) $ (2.14) ============== =============== Distribution to Limited Partners None $ 747,388 ============== =============== Distribution per Limited Partnership Interest None $ 12.50 ============== =============== The accompanying notes are an integral part of the financial statements. BALCOR REALTY INVESTORS - 86 - SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) STATEMENTS OF CASH FLOWS for the six months ended June 30, 1998 and 1997 (UNAUDITED) 1998 1997 -------------- --------------- Operating activities: Net (loss) income $ (75,822) $ 487,111 Adjustments to reconcile net (loss) income to net cash used in operating activities: Gain on sale of property (828,751) Debt extinguishment expense 35,539 Depreciation of property 4,393 Amortization of deferred expenses 260 Net change in: Escrow deposits 198,283 Accounts and accrued interest receivable 5,362 150,828 Prepaid expenses 14,178 Accounts payable (31,079) (79,993) Due to affiliates 7,683 (60,817) Accrued liabilities (35,921) Security deposits (32,222) -------------- --------------- Net cash used in operating activities (93,856) (147,112) -------------- --------------- Investing activities: Proceeds from sale of property 5,400,000 Payment of selling costs (196,656) ------------- Net cash provided by investing activities 5,203,344 ------------- Financing activities: Distributions to joint venture partner - affiliate (1,064,860) Distributions to Limited Partners (253,715) (10,612,903) Repayment of mortgage note payable (4,210,138) -------------- --------------- Cash used in financing activities (253,715) (15,887,901) -------------- --------------- Net change in cash and cash equivalents (347,571) (10,831,669) Cash and cash equivalents at beginning of period 1,972,846 12,857,731 -------------- --------------- Cash and cash equivalents at end of period $ 1,625,275 $ 2,026,062 ============== =============== The accompanying notes are an integral part of the financial statements. BALCOR REALTY INVESTORS 86-SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) NOTES TO FINANCIAL STATEMENTS 1. Accounting Policies: (a) The loss allocation between the Limited Partners and the General Partner has been adjusted for financial statement purposes 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 six months and quarter ended June 30, 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 remaining property. The Partnership has retained a portion of the cash from the property sales to satisfy obligations of the Partnership as well as to 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 Financial Statements. Due to this litigation, the Partnership will not be dissolved and reserves will be held by the Partnership until the conclusion of all contingencies. There can be no assurance as to the time frame for the conclusion of these contingencies. 3. Interest Expense: During the six months ended June 30, 1997, the Partnership incurred and paid interest expense on mortgage notes payable of $37,810. 4. Transactions with Affiliates: Fees and expenses paid and payable by the Partnership to affiliates during the six months and quarter ended June 30, 1998 are: Paid ------------------------- Six Months Quarter Payable ------------ --------- --------- Reimbursement of expenses to the General Partner, at cost $ 9,324 $ 3,201 $ 35,858 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 of the Partnership. The Partnership believes it has meritorious defenses to contest the claims. BALCOR REALTY INVESTORS 86-SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) MANAGEMENT'S DISCUSSION AND ANALYSIS Balcor Realty Investors 86-Series I A Real Estate Limited Partnership (the "Partnership") is a limited partnership formed in 1984 to invest in and operate income-producing real property. The Partnership raised $59,791,000 through the sale of Limited Partnership Interests and utilized these proceeds to acquire eight real property investments and a minority joint venture interest in one additional real property. The Partnership has no properties remaining in its portfolio at June 30, 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, which resulted in a net loss during the six months and quarter ended June 30, 1998. During January 1997, the Partnership sold the Lake Ridge Apartments and recognized a gain for financial statement purposes. The gain was partially offset by debt extinguishment expense recognized on the sale of the property. As a result, the Partnership recognized net income during the six months ended June 30, 1997. The payment of operating expenses relating to certain of the properties sold during the second quarter of 1997 was the primary reason the Partnership generated a net loss during the quarter ended June 30, 1997. Further discussion of the Partnership's operations is summarized below. 1998 Compared to 1997 - --------------------- Unless otherwise noted, discussions of fluctuations between 1998 and 1997 refer to both the six months and quarters ended June 30, 1998 and 1997. The Partnership sold the Lake Ridge Apartments during January 1997 and recognized a gain of $828,751 in connection with the property sale. As a result of the sale, 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 sale of the Lake Ridge Apartments prior to distribution to Limited Partners in April 1997. This resulted in a decrease in interest income on short-term investments during the six months ended June 30, 1998 as compared to the same period in 1997. Property operating expense decreased in 1997 due to the sale of the Partnership's remaining property. The Partnership paid additional expenditures during 1998 and 1997 relating to certain of the properties sold in prior years. Primarily due to a decrease in accounting and bank fees, administrative expenses decreased during the six months ended June 30, 1998 as compared to the same period 1997. This decrease was partially offset by a refund of legal fees received in April 1997 relating to Brighton Townhomes Apartments, which resulted in an increase in administrative expenses during the quarter ended June 30, 1998 as compared to 1997. In connection with the sale of Lake Ridge Apartments in January 1997, the Partnership paid $126,222 in prepayment penalties and wrote-off the remaining unamortized deferred financing fees of $35,539. These amounts were recognized as debt extinguishment expense and classified as an extraordinary item for financial statement purposes. Liquidity and Capital Resources - ------------------------------- The cash position of the Partnership as of June 30, 1998 decreased by approximately $348,000 as 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 $94,000 from its operating activities to pay administrative and operating expenses 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 of approximately $254,000 to Limited Partners. 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 remaining property. 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. Due to this litigation, the Partnership will not be dissolved and reserves will be held by the Partnership until the conclusion of all .contingencies. There can be no assurance as to the time frame for the conclusion of these contingencies. In connection with the sale of the Pines of Cloverlane Apartments in 1996, the Partnership established an escrow account of $335,000 to provide for certain costs the purchaser might incur related to Pittsfield Township, Michigan inspections and subsequent improvements at the property. The purchaser has been reimbursed $60,094 to date out of the escrow funds to cover such costs. The term of the escrow is six years, although a settlement is expected to be negotiated by 1999. It is not determinable at this time if the Partnership will receive the remaining amounts in the escrow account. To date, Limited Partners have received distributions of Net Cash Receipts of $12.50 and Net Cash Proceeds of $290.74, totaling $303.24 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 a substantial portion of their original investment. BALCOR REALTY INVESTORS 86-SERIES I A REAL ESTATE LIMITED PARTNERSHIP (An Illinois Limited Partnership) PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ----------------------------------------- (a) Exhibits: (4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1 of the Registrant's Registration Statement on Form S-11 dated December 16, 1985 (Registration No. 33-361), and Form of Confirmation regarding Interests in the Partnership set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for the quarter ended June 30, 1992 (Commission File No. 0-15649) are incorporated herein by reference. (10) Material Contracts: (a) The Agreement of Sale and attachment thereto relating to the sale of Cedar Crest Apartments, Overland Park, Kansas, previously filed as Exhibit (2) to the Registrant's Current Report on Form 8-K dated August 16, 1996 is incorporated herein by reference. (b) The Agreement of Sale and attachment thereto relating to the sale of Lake Ridge Apartments previously filed as Exhibit (99)(b) to the Registrant's Report on Form 8-K dated August 16, 1996, is incorporated herein by reference. (27) Financial Data Schedule of the Registrant for the six months ending June 30, 1998 is attached hereto. (b) Reports on Form 8-K: No reports were filed in Form 8-K during the quarter ended June 30, 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 86-SERIES I A REAL ESTATE LIMITED PARTNERSHIP By: /s/ Thomas E. Meador -------------------------------- Thomas E. Meador President and Chief Executive Officer (Principal Executive Officer) of Balcor Partners - XIX, the General Partner By: /s/ Jayne A. Kosik --------------------------------- Jayne A. Kosik Senior Managing Director and Chief Financial Officer (Principal Accounting Officer) of Balcor Partners - XIX, the General Partner Date: August 11, 1998 ------------------------