Item 1. Business - ----------------
Balcor Equity Properties-XIV (the "Registrant") is a limited partnership formed in 1983 under the laws of the State of Illinois. The Registrant raised $85,105,000 from sales of Limited Partnership Interests. The Registrant's operations for the period included in this report consist exclusively of investment in and operation of real property, and all financial information included in this report relates to this industry segment.
The Registrant utilized the net offering proceeds to acquire fourteen real property investments, of which all have been disposed. The Registrant sold the Oak Ridge, Towne Oaks South, and Belmere Apartments in 1994, which represented the final three properties owned by the Registrant. (See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information.)
Pursuant to the Partnership Agreement, when all interests in real estate are disposed of, the Registrant will be dissolved. As a result, the General Partner commenced liquidation of the Registrant, and on February 28, 1995, the Registrant's registration under the Securities Exchange Act of 1934 was terminated and the Registrant was dissolved.
The officers, directors and employees of Balcor Equity Partners-XIV, Inc., the General Partner of the Registrant, and its affiliates perform certain services for the Registrant. The Registrant has no employees engaged in its operations.
Item 2.
Item 2. Properties - ------------------
The Registrant no longer owns any physical properties.
Item 3.
Item 3. Legal Proceedings - -------------------------
The Registrant is not subject to any material pending legal proceedings, nor were any such proceedings terminated during the fourth quarter of 1994.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders - -----------------------------------------------------------
No matters were submitted to a vote of the Limited Partners of the Registrant during 1994.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related Stockholder - ------------------------------------------------------------------------- Matters - -------
As of December 31, 1994, the number of record holders of Limited Partnership Interests of the Registrant was 9,076.
Item 6.
Item 6. Selected Financial Data - -------------------------------
Year ended December 31, ---------------------------------------------------------- 1994 1993 1992 1991 1990 ---------- ---------- ---------- ---------- ---------- Total income $4,015,548 $ 6,546,864 $ 7,101,418 $10,380,096 $13,136,682 (Loss) before gains on sales of assets and extraordinary items (1,096,022) (1,430,556) (1,931,410) (3,472,549) (4,655,227) Net income (loss) 5,330,090 2,634,141 2,822,807 (5,112,413) (2,058,004) Net income (loss) per Limited Part- nership Interest 59.79 30.64 32.84 (59.47) (23.94) Total assets 8,482,440 19,885,978 29,115,264 50,447,244 68,725,511 Mortgage notes payable None 17,297,080 25,780,086 46,869,274 60,342,637
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and - ----------------------------------------------------------------------- Results of Operations - ---------------------
Summary of Operations - ---------------------
Balcor Equity Properties - XIV (the "Partnership") recognized significantly higher income in 1994 than in 1993 as a result of the gains recognized from the sales of the Partnership's three remaining properties.
The Partnership recognized higher net income in 1992 than in 1993 due to a property sale, gain from forgiveness of debt and a repayment of a wrap-around note receivable in 1992. Net income was also recognized in 1993 in connection with a property sale and a repayment of a wrap-around note receivable. Further discussion of the Partnership's operations is set forth below.
Operations - ----------
1994 Compared to 1993 - ---------------------
The December 1993 sale of the Village Green Apartments, as well as the sales of the Oak Ridge and Towne Oaks South apartment complexes in September 1994, resulted in decreases in rental and service income, interest expense on mortgage notes payable, depreciation expense, amortization of deferred expenses, property operating expense, maintenance and repairs, real estate tax expense and property management fees for 1994 as compared to 1993.
Interest income on short-term investments increased during 1994 as compared to 1993 primarily as a result of higher average interest rates and higher average cash balances as a result of the sales proceeds received from the sales of the Oak Ridge and Towne Oaks South apartment complexes.
During December 1993, the purchaser of the Camelot Villas mobile home community repaid the wrap-around note receivable collateralized by the property. The repayment caused interest income on wrap-around and promissory note receivable to cease in 1993 and contributed to the decrease in interest expense on mortgage notes payable during 1994 as compared to 1993. The decrease in interest expense was partially offset by prepayment fees relating to the Towne Oaks South and Belmere apartment complexes' mortgage repayments.
The December 1993 repayment of the General Partner loans caused interest expense on short-term loans to cease during 1994.
During 1994, the Partnership sold its three remaining properties and recognized increased gains on sales of properties in 1994 as compared to 1993.
The gain recognized in connection with the sale of the Belmere Apartments resulted in affiliate's participation in income from joint venture during 1994 as compared to a loss in 1993.
1993 Compared to 1992 - ---------------------
Increases in the rental rates coupled with stable occupancy levels at the Belmere, Oak Ridge, Towne Oaks South and Village Green apartment complexes resulted in an increase in rental income at these properties. However, the sales of the Countryside Village Apartments during February 1992 and the Village Green Apartments in December 1993 led to a slight decrease in rental income for 1993 as compared to 1992.
In September 1992, the purchaser of the American Colony Apartments repaid, at a discount, the wrap-around note receivable collateralized by the property. The repayment is the primary reason interest income on wrap-around and promissory notes receivable and interest expense on mortgage notes payable decreased during 1993 as compared to 1992.
A repayment of a portion of the General Partner loans in the fourth quarter 1992, as well as declining interest rates, resulted in a decrease in interest expense on short-term loans during 1993 as compared to 1992.
Maintenance and repairs expense increased during 1993 as compared to 1992 due to an increase in exterior painting costs and interior improvements at the Towne Oaks South Apartments. This increase was partially offset by a decrease in interior improvements at the Village Green Apartments during 1993, as well as the subsequent sale of Village Green Apartments during the fourth quarter of 1993.
Increases in assessed property valuation and tax rates received from taxing authorities on the Oak Ridge and Belmere apartment complexes, respectively, resulted in an increase in real estate tax expense for 1993 as compared to 1992.
Administrative expenses decreased during 1993 as compared to 1992 due to decreased accounting costs and a decrease in legal fees associated with the foreclosure of the Riverwood Village Apartments in 1992.
The gain recognized in connection with the sale of the Countryside Village Apartments in 1992 resulted in a lower affiliates' participation in losses from joint ventures during 1992 as compared to 1993. During 1992, the affiliate also participated in an extraordinary gain related to the forgiveness of debt on the Countryside Village Apartments.
Liquidity and Capital Resources - -------------------------------
The cash position of the Partnership increased substantially as of December 31, 1994 as compared to December 31, 1993. The Partnership's cash flow provided by operating activities was generated primarily from the Partnership's properties, and was partially offset by the payment of administrative expenses. The cash flow provided by investing activities consisted of sales proceeds from the sale of the Oak Ridge, Towne Oaks South and Belmere apartment complexes. These proceeds were partially offset by the payment of brokerage commissions and other selling costs. The net cash flow provided by operating and investing activities were partially used to fund financing activities consisting primarily of the repayment of the mortgage debt on the sold properties, as well as principal payments on mortgage notes payable. Financing activities also included contributions from the joint venture partner and amounts released to the Partnership in connection with the restricted escrow accounts on Towne Oaks South mortgage notes payable.
Pursuant to the Partnership Agreement, when all interests in real estate are sold or otherwise disposed of, the Partnership will be dissolved. As a condition of the Belmere Apartments sale, the Partnership was required to retain $250,000 of the sale proceeds in cash reserves until February 12, 1995. The Partnership made a final distribution to Limited Partners in February 1995 of $8,129,230 ($95.52 per Interest) representing all remaining cash reserves, which included a capital contribution from the General Partner. (See Note 7. of Notes to Financial Statements for additional information.) Subsequently, the General Partner commenced liquidation of the Partnership, and on February 28, 1995, the Partnership's registration under the Securities Exchange Act of 1934 was terminated and the Partnership was dissolved. The General Partner has not received any distribution of Net Cash Receipts or Net Cash Proceeds from the Partnership.
Over the life of the Partnership, investors have received distributions of Net Cash Receipts of $19.75 and Net Cash Proceeds of $225.77, totaling $245.52 per $1,000 Interest, as well as certain tax benefits.
Item 8.
Item 8. Financial Statements and Supplementary Data - ---------------------------------------------------
See Index to Financial Statements and Financial Statement Schedules 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, 1994 December 31, 1993 ---------------------- ----------------------- Financial Tax Financial Tax Statements Returns Statements Returns ---------- --------- ---------- ---------
Total assets $8,482,440 $9,327,690 $19,885,978 $14,055,075 Partners' capital accounts (deficit): General Partner (361,723) (362,580) (603,207) (2,601,248) Limited Partners 8,265,955 17,711,288 3,177,349 8,829,569 Net income (loss): General Partner (A) 241,484 2,238,668 26,341 2,211,138 Limited Partners (A)5,088,606 8,881,719 2,607,800 (605,182) Per Limited Partner- ship Interest 59.79 104.36 30.64 (7.11)
(A) Tax return amounts include a pro rata share of net long-term capital gain of $11,058,149 and $2,605,798 in 1994 and 1993, respectively.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and - ------------------------------------------------------------------------ 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.
Item 10. Directors and Executive Officers of the Registrant - -----------------------------------------------------------
(a, b, c & e) The Registrant does not have a Board of Directors. However, Balcor Equity Partners-XIV, Inc., the General Partner, does have a Board of Directors. The directors of the General Partner are Thomas Meador and Allan Wood. The term of office as a director of the General Partner is one year. Directors are elected at the annual meeting of stockholders. The names, ages and business experience of the executive officers, directors and significant employees of the General Partner of the Registrant are as follows:
The directors of Balcor Equity Partners-XIV, Inc., the General Partner of the Registrant, are not directors in any company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the requirements of Section 15 (b) of that Act or any company registered as an investment company under the Investment Company Act of 1940. Messrs. Meador and Wood are, however, directors of general partners of two other issuers, which have a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934.
TITLE OFFICERS ----- --------
Chairman, President and Chief Thomas E. Meador Executive Officer Executive Vice President, Allan Wood Chief Financial Officer and Chief Accounting Officer Senior Vice President Alexander J. Darragh First Vice President Daniel A. Duhig First Vice President Josette V. Goldberg First Vice President Alan G. Lieberman First Vice President Brian D. Parker and Assistant Secretary First Vice President John K. Powell, Jr. First Vice President Reid A. Reynolds First Vice President Thomas G. Selby
Thomas E. Meador (July 1947) joined Balcor in July 1979. He is Chairman, President and Chief Executive Officer and has responsibility for all ongoing day-to-day activities at Balcor. He is a Director of The Balcor Company. 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.
Allan Wood (January 1949) joined Balcor in August 1983 and, as Balcor's Chief Financial Officer and Chief Accounting Officer, is responsible for the financial and administrative functions. He is also a Director of The Balcor Company. Mr. Wood is a Certified Public Accountant. Prior to joining Balcor, he was employed by Price Waterhouse where he was involved in auditing public and private companies.
Alexander J. Darragh (February 1955) joined Balcor in September 1988 and has primary responsibility for the Portfolio Advisory Group. He is responsible for due diligence analysis and real estate advisory services in support of asset management, institutional advisory and capital markets functions. Mr. Darragh has supervisory responsibility of Balcor's Investor Services, Investment Administration, Fund Management and Land Management departments. Mr. Darragh received masters' degrees in Urban Geography from Queens's University and in Urban Planning from Northwestern University.
Daniel A. Duhig (October 1956) joined Balcor in November 1986 and is responsible for the Asset Management Department relating to real estate investments made by Balcor and its affiliated partnerships, including negotiations for modifications or refinancings of real estate mortgage investments and the disposition of real estate investments.
Josette V. Goldberg (April 1957) joined Balcor in January 1985 and has primary responsibility for all human resources matters. In addition, she has supervisory responsibility for Balcor's administrative and MIS departments. Ms. Goldberg has been designated as a Senior Human Resources Professional (SHRP).
Alan G. Lieberman (June 1959) joined Balcor in May 1983 and is responsible for the Property Sales and Capital Markets Groups. Mr. Lieberman is a Certified Public Accountant.
Brian D. Parker (June 1951) joined Balcor in March 1986 and is responsible for Balcor's corporate and property accounting, treasury and budget activities. Mr. Parker is a Certified Public Accountant and holds an M.S. degree in Accountancy from DePaul University.
John K. Powell, Jr. (June 1950) joined Balcor in September 1985 and is responsible for the administration of the investment portfolios of Balcor's partnerships and for Balcor's risk management functions. Mr. Powell received a Master of Planning degree from the University of Virginia. He 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.
Reid A. Reynolds (April 1950) joined Balcor in March 1981 and is involved with the asset management of residential properties for Balcor. Mr. Reynolds is a licensed Real Estate Broker in the State of Illinois.
Thomas G. Selby (July 1955) joined Balcor in February 1984 and has responsibility for various Asset Management functions, including oversight of the residential portfolio. From January 1986 through September 1994, Mr. Selby was Regional Vice President and then Senior Vice President of Allegiance Realty Group, Inc., an affiliate of Balcor providing property management services. Mr. Selby was responsible for supervising the management of residential properties in the western United States.
(d) There is no family relationship between any of the foregoing officers or directors.
(f) None of the foregoing officers, directors or employees are currently involved in any material legal proceedings nor were any such proceedings terminated during the fourth quarter of 1994.
Item 11.
Item 11. Executive Compensation - -------------------------------
The Registrant has not paid and does not propose to pay any remuneration to the executive officers and directors of the general partner. Certain of these officers receive compensation from The Balcor Company (but not from the Registrant) for services performed for various affiliated entities, which may include services performed for the Registrant. However, the General Partner believes that any such compensation attributable to services performed for the Registrant is immaterial to the Registrant. See Note 7 of Notes to Financial Statements for the information relating to transactions with affiliates.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management - -----------------------------------------------------------------------
(a) No person owns of record or is known by the Registrant to own beneficially more than 5% of the outstanding Limited Partnership Interests of the Registrant.
(b) Balcor Equity Partners-XIV, Inc. and its officers and members of the Board of Directors own as a group the following Limited Partnership Interests of the Registrant:
Amount Beneficially Title of Class Owned Percent of Class -------------- ------------- ----------------
Limited Partnership Interests 150 Interests Less than 1%
Relatives and affiliates of the officers and members of the Board of Directors of the General Partner own an additional seventy-six 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.
Item 13. Certain Relationships and Related Transactions - -------------------------------------------------------
(a & b) See Note 7 of Notes to Financial Statements for additional information relating to transactions with affiliates.
See Note 1 of Notes to Financial Statements for information relating to the Partnership Agreement and the allocation of distributions and profits and losses.
(c) No management person is indebted to the Registrant.
(d) The Registrant has no outstanding agreements with any promoters.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K - ------------------------------------------------------------------------
(a) (1 & 2) See Index to Financial Statements and Financial Statement Schedules in this Form 10-K.
(3) Exhibits:
(4) Certificate of Limited Partnership set forth as Exhibit 4.1 to Amendment No. 1 to Registrant's Registration Statement on Form S-11 dated May 6, 1983 (Registration No. 2-81750) and to the Registrant's Registration Statement on Form S-11 dated July 8, 1983 (Registration No. 2-85025) 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. 0-11803) are incorporated herein by reference.
(10)(a) Agreement of Sale relating to the sale of Village Green Apartments, St. Louis County, Missouri, previously filed with the Registrant's Current Report on Form 8-K dated June 17, 1993 is incorporated herein by reference.
(10)(b) Agreement of Sale relating to the sale of Oak Ridge Apartments, San Antonio, Texas, previously filed with the Registrant's Current Report on Form 8-K dated June 27, 1994 is incorporated herein by reference.
(10)(c) Agreement of Sale and attachment thereto relating to the sale of Towne Oaks South Apartments, Shreveport, Louisiana, previously filed with the Registrant's Current Report on Form 8-K dated July 13, 1994 is incorporated herein by reference.
(10)(d) Agreement of Sale and attachment thereto relating to the sale of Belmere Apartments, Hillsborough County, Florida, previously filed with the Registrant's Current Report on Form 8-K dated December 28, 1994 is incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for 1994 is attached hereto.
(b) Reports on Form 8-K: A Current Report on Form 8-K dated December 28, 1994 was filed reporting the Agreement of Sale relating to the Belmere Apartments, Hillsborough County, Florida.
(c) Exhibits: See Item 14(a)(3) above.
(d) Financial Statement Schedules: See Index of Financial Statements and Financial Statement Schedule attached hereto in this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 EQUITY PROPERTIES-XIV
By: /s/Allan Wood ---------------------- Allan Wood Executive Vice President, Chief Accounting and Financial Officer and Director (Principal Accounting and Financial Officer) of Balcor Equity Partners-XIV, Inc., the General Partner
Date: March 27, 1995 ------------------------
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, Chief Executive Officer (Principal Executive Officer) and Director of Balcor Equity Partners-XIV, /s/Thomas E. Meador Inc., the General Partner March 27, 1995 - -------------------- -------------- Thomas E. Meador
Executive Vice President, Chief Accounting and Financial Officer and Director (Principal Accounting and Financial Officer) of Balcor Equity Partners-XIV, Inc., /s/Allan Wood the General Partner March 27, 1995 - -------------------- -------------- Allan Wood
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Report of Independent Accountants
Financial Statements:
Balance Sheets, December 31, 1994 and 1993
Statements of Partners' Capital (Deficit), for the years ended December 31, 1994, 1993 and 1992
Statements of Income and Expenses, for the years ended December 31, 1994, 1993 and 1992
Statements of Cash Flows, for the years ended December 31, 1994, 1993 and 1992
Notes to Financial Statements
Financial Statement Schedule:
III - Real Estate and Accumulated Depreciation, as of December 31, 1994
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 Equity Properties-XIV:
We have audited the financial statements and the financial statement schedule of Balcor Equity Properties-XIV (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.
As described in Note 1 to the financial statements, the Partnership Agreement provided for the dissolution of the Partnership upon the sale of all its interests in real estate. The Partnership has ceased operations and was dissolved on February 28, 1995.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Balcor Equity Properties-XIV at December 31, 1994 and 1993, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1994, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois February 28, 1995
BALCOR EQUITY PROPERTIES-XIV (An Illinois Limited Partnership)
BALANCE SHEETS December 31, 1994 and 1993
ASSETS
1994 1993 ------------- ------------ Cash and cash equivalents $ 8,429,567 $ 372,021 Escrow deposits 707,045 Accounts and accrued interest receivable 52,873 2,250 Deferred expenses, net of accumulated amortization of $122,237 in 1993 147,787 ------------- ------------ 8,482,440 1,229,103 ------------- ------------
Investment in real estate: Land 3,063,912 Buildings and improvements 30,162,805 ------------ 33,226,717 Less accumulated depreciation 14,569,842 ------------ Investment in real estate, net of accumulated depreciation 18,656,875 ------------- ------------ $ 8,482,440 $ 19,885,978 ============= ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 36,257 $ 43,844 Due to affiliates 59,783 37,537 Due to affiliate - joint venture partner 482,168 Accrued liabilities, principally interest and real estate taxes 133,844 Security deposits 93,662 Mortgage notes payable 15,697,080 Mortgage note payable - affiliate 1,600,000 ------------- ------------ Total liabilities 578,208 17,605,967
Affiliates' participation in joint venture (294,131) Partners' capital (85,105 Limited Partnership Interests issued and outstanding) 7,904,232 2,574,142 ------------- ------------ $ 8,482,440 $ 19,885,978 ============= ============
The accompanying notes are an integral part of the financial statements
BALCOR EQUITY PROPERTIES-XIV (An Illinois Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL for the years ended December 31, 1994, 1993 and 1992
Partners' Capital Accounts -------------------------------------- General Limited Total Partner Partners ------------- ------------ ----------- Balance at December 31, 1991 $ (2,882,806)$ (657,776)$(2,225,030)
Net income for the year ended December 31, 1992 2,822,807 28,228 2,794,579 ------------- ------------ ----------- Balance at December 31, 1992 (59,999) (629,548) 569,549
Net income for the year ended December 31, 1993 2,634,141 26,341 2,607,800 ------------- ------------ ----------- Balance at December 31, 1993 2,574,142 (603,207) 3,177,349
Net income for the year ended December 31, 1994 5,330,090 241,484 5,088,606 ------------- ------------ ----------- Balance at December 31, 1994 $ 7,904,232 $ (361,723)$ 8,265,955 ============= ============ ===========
The accompanying notes are an integral part of the financial statements
BALCOR EQUITY PROPERTIES-XIV (An Illinois Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES for the years ended December 31, 1994, 1993 and 1992
1994 1993 1992 ------------- ------------ ----------- Income: Rental and service $ 3,889,151 $ 6,274,689 $ 6,350,638 Interest on short-term investments 126,397 27,905 19,945 Interest on wrap-around notes receivable 244,270 730,835 ------------- ------------ ----------- Total income 4,015,548 6,546,864 7,101,418 ------------- ------------ -----------
Expenses: Interest on mortgage notes payable 1,494,110 2,486,315 3,171,973 Interest on short-term loans 116,039 215,003 Depreciation 898,728 1,608,943 1,671,232 Amortization of deferred expenses 28,205 52,720 53,685 Property operating 1,275,750 1,681,834 1,789,587 Maintenance and repairs 579,223 874,475 848,029 Real estate taxes 324,798 532,896 498,617 Property management fees 193,334 313,566 317,964 Administrative 396,779 387,180 547,540 ------------- ------------ ----------- Total expenses 5,190,927 8,053,968 9,113,630 ------------- ------------ -----------
Loss before gains on sales of properties, affiliates' participation in (income) losses from joint ventures and extraordinary items (1,175,379) (1,507,104) (2,012,212)
Gains on sales of properties 7,260,202 4,064,697 4,169,112 Affiliates' participation in (income) losses from joint venture (754,733) 76,548 10,563 ------------- ------------ ----------- Income before extraordinary items 5,330,090 2,634,141 2,167,463
Extraordinary items Gain on forgiveness of debt 776,566 Affiliate's participation in gain on forgiveness of debt (121,222) ----------- Total extraordinary items 655,344 ------------- ------------ ----------- Net income $ 5,330,090 $ 2,634,141 $ 2,822,807 ============= ============ =========== Income before extraordinary items allocated to General Partner $ 241,484 $ 26,341 $ 21,675 ============= ============ =========== Income before extraordinary items allocated to Limited Partners $ 5,088,606 $ 2,607,800 $ 2,145,788 ============= ============ =========== Income before extraordinary items per Limited Partnership Interest (85,105 issued and outstanding) $ 59.79 $ 30.64 $ 25.21 ============= ============ =========== Extraordinary items allocated to General Partner None None $ 6,553
============= ============ =========== Extraordinary items allocated to Limited Partners None None $ 648,791 ============= ============ =========== Extraordinary items per Limited Partnership Interest (85,105 issued and outstanding) None None $ 7.62 ============= ============ =========== Net income allocated to General Partner $ 241,484 $ 26,341 $ 28,228 ============= ============ =========== Net income allocated to Limited Partners $ 5,088,606 $ 2,607,800 $ 2,794,579 ============= ============ =========== Net income per Limited Partnership Interest (85,105 issued and outstanding) $ 59.79 $ 30.64 $ 32.84 ============= ============ ===========
The accompanying notes are an integral part of the financial statements
BALCOR EQUITY PROPERTIES-XIV (An Illinois Limited Partnership)
STATEMENTS OF CASH FLOWS for the years ended December 31, 1994, 1993 and 1992
1994 1993 1992 ------------- ------------ ----------- Operating activities: Net income $ 5,330,090 $ 2,634,141 $ 2,822,807 Adjustments to reconcile net income to net cash provided by or used in operating activities: Extraordinary items: Gain on forgiveness of debt (776,566) Affiliate's participation in gain on forgiveness of debt 121,222 Recognized gains on sales of properties (7,260,202) (4,064,697) (4,169,112) Affiliates' participation in loss from joint venture 754,733 (76,548) (10,563) Depreciation of properties 898,728 1,608,943 1,671,232 Amortization of deferred expenses 28,205 52,720 53,685 Payment of accrued interest expense (348,405) Net change in: Escrow deposits 625,334 (299,445) (42,328) Accounts and accrued interest receivable (50,623) 167,273 (23,770) Accounts payable (7,648) (140,172) (169,801) Due to affiliates 22,246 (9,727) (68,640) Accrued liabilities (133,844) 87,317 (282,882) Security deposits (93,662) (53,771) (41,064) ------------- ------------ ----------- Net cash provided by or used in operating activities 113,357 (93,966) (1,264,185) ------------- ------------ ----------- Investing activities: Additions to properties (292,837) Proceeds from sales of properties 26,000,000 8,100,000 6,050,000 Payment of closing costs relating to sales of properties (862,070) (243,000) Proceeds from prepayment of wrap-around notes receivable 1,651,351 1,438,538 Collection of principal payments on wrap-around notes receivable 1,000,000 1,250,000 ------------- ------------ ----------- Net cash provided by investing activities 25,137,930 10,508,351 8,445,701 ------------- ------------ ----------- Financing activities: Capital contributions from joint venture partner - affiliate 21,628 25,514 113,589 Proceeds from loans payable - affiliate 84,670 315,864 Repayment of loans payable - affiliate (3,297,704) (2,376,042) Repayment of mortgage notes payable (15,638,207) (6,850,000) (4,756,687) Repayment of mortgage notes payable - affiliate (1,600,000) (244,204) (944,908) Principal payments on mortgage notes payable (58,873) (120,153) (157,168) Principal payments on mortgage
notes payable - affiliate (38,170) Payment of deferred expenses (72,040) Release of financing escrows 81,711 238,115 562,742 ------------- ------------ ----------- Net cash used in financing activities (17,193,741) (10,163,762) (7,352,820) ------------- ------------ ----------- Net change in cash and cash equivalents 8,057,546 250,623 (171,304) Cash and cash equivalents at beginning of period 372,021 121,398 292,702 ------------- ------------ ----------- Cash and cash equivalents at end of period $ 8,429,567 $ 372,021 $ 121,398 ============= ============ ===========
The accompanying notes are an integral part of the financial statements
BALCOR EQUITY PROPERTIES-XIV (An Illinois Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Partnership Agreement and Termination of Partnership Affairs:
The Partnership was organized on January 31, 1983. The Partnership Agreement provides for Balcor Equity Partners-XIV, Inc. to be the General Partner and for the admission of Limited Partners through the sale of up to 100,000 Limited Partnership Interests at $1,000 per Interest, 85,105 of which were sold on or prior to October 21, 1983, the termination date of the offering.
The Partnership Agreement provides that the General Partner will be allocated 1% of the profits and losses. One hundred percent of Net Cash Receipts available for distribution shall be distributed to the holders of Interests. In addition, there shall be accrued for the benefit of the General Partner as its distributive share from operations, an amount equivalent to approximately 1% of the total Net Cash Receipts being distributed which will be paid only out of Net Cash Proceeds.
Generally, when the Partnership sells or refinances its properties, the Net Cash Proceeds resulting therefrom, which are available for distribution, will be distributed only to holders of Interests until they have received an amount equal to their Original Capital plus certain levels of return, as specified by the Partnership Agreement. Only after such returns are made to the Limited Partners will the General Partner receive 20% of remaining Net Cash Proceeds available for distribution. The General Partner's share of Net Cash Proceeds will include its accrued distributive share from Net Cash Receipts. There have been no cash payments made to the General Partner under these provisions.
Pursuant to the Partnership Agreement, when all interests in real estate are sold or otherwise disposed of, the Partnership will be dissolved. As a condition of the Belmere Apartments sale, the Partnership was required to retain $250,000 of the sale proceeds in cash reserves until February 12, 1995. The Partnership made a final distribution to Limited Partners in February 1995 of $8,129,230 ($95.52 per Interest) representing all remaining cash reserves, which included a capital contribution from the General Partner. (See Note 7. of Notes to Financial Statements for additional information.) Subsequently, the General Partner commenced liquidation of the Partnership, and on February 28, 1995, the Partnership's registration under the Securities Exchange Act of 1934 was terminated and the Partnership was dissolved. The General Partner has not received any distribution of Net Cash Receipts or Net Cash Proceeds from the Partnership.
2. Accounting Policies:
(a) As properties were disposed of, the related costs and accumulated depreciation were removed from the respective accounts. Any gain or loss on disposition was recognized in accordance with generally accepted accounting principles.
(b) Deferred expenses consisted of loan commitment fees and loan financing fees which were amortized over the terms of the respective agreements.
(c) Cash equivalents include all highly liquid investments with a maturity of three months or less when purchased.
(d) 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.
(e) For financial statement purposes, in previous years partners were allocated income and loss in accordance with the profit and loss percentages in the Partnership Agreement. In order for the capital accounts of the General Partner
and Limited Partners to appropriately reflect their respective remaining economic interests as provided for in the Partnership Agreement, the General Partner was allocated additional income in 1994 for financial statement purposes.
(f) A reclassification has been made to the previously reported 1992 statements in order to provide comparability with the 1994 and 1993 statements. This reclassification has not changed the 1992 results.
3. Mortgage Notes Payable:
Mortgage notes payable at December 31, 1993 consisted of the following:
Carrying Property Amount of Pledged as Notes at Collateral 12/31/93 - -------------- ------------- Mortgage Notes Payable - Nonaffiliates:
Apartment Complexes (A) - ------------- Belmere $ 6,315,175 Oak Ridge 2,672,000 Towne Oaks South 6,709,905 ---------- Subtotal 15,697,080
Mortgage Notes Payable - Affiliate:
Apartment Complex (A) - ----------- Oak Ridge 1,600,000 ----------- Total $17,297,080 ===========
(A) During 1994, these properties were sold. (See Note 8 of Notes to Financial Statements for additional information.)
During the years ended December 31, 1994, 1993 and 1992, the Partnership incurred interest expense on mortgage notes payable to non-affiliates of $1,455,794, $2,340,799 and $2,948,858, respectively. The Partnership paid interest of $1,455,794 in 1994, $2,340,799 in 1993 and $3,018,858 in 1992.
4. Management Agreements:
During 1994, prior to their respective sales, the Oak Ridge and Towne Oaks South apartment complexes were managed by Allegiance Realty Group, an affiliate of the General Partner. Belmere Apartments was managed by Allegiance Realty Group for a portion of the year and by a third-party management company at the time of sale. All of the management agreements provided for annual fees of 5% of gross operating receipts.
5. Affiliates' Participation in Joint Ventures:
The Belmere Apartments, which was owned by a joint venture between the Partnership and an affiliated partnership, was sold in December 1994. Profits and losses, including the gain on property sale, were allocated 73.62% to the Partnership and 26.38% to the affiliate. (See Note 8 of Notes to Financial
Statements for additional information.)
The Countryside Village Apartments, which was owned by a joint venture between the Partnership and an affiliated partnership, was sold in February 1992. Profits and losses, including the gain on property sale, were allocated 84.39% to the Partnership and 15.61% to the affiliate. (See Notes 8 and 9 of Notes to Financial Statements for additional information.)
6. 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. The net effect of these accounting differences is that the net income in 1994 in the financial statements is $5,790,297 less than the taxable income of the Partnership for the same period, including the long-term capital gains.
7. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are: Year Ended Year Ended Year Ended 12/31/94 12/31/93 12/31/92 -------------- -------------- -------------- Paid Payable Paid Payable Paid Payable ------ ------- ------ ------- ------ -------
Property management fees $207,772 None $319,114 $20,362 $322,165 $25,910 Reimbursement of expenses to the General Partner, at cost: Accounting 54,100 $15,667 35,178 2,931 18,139 1,323 Data processing 32,342 7,681 34,379 8,574 37,001 3,050 Investor communica- tions 12,501 5,023 9,793 816 8,081 589 Legal 7,464 8,234 13,020 1,085 21,048 1,535 Portfolio management 20,462 2,978 34,661 2,503 29,608 2,159 Property sales administration (A) 21,996 None None None 3,427 None Other 17,381 20,200 15,186 1,266 10,206 744
(A) The General Partner elected to forego receipt of real estate commissions related to 1988 and subsequent property sales; in lieu of these commissions, the General Partner is reimbursed by the Partnership for actual expenses incurred in connection with property sales activities.
Since the Limited Partners did not receive distributions in an amount equal to their Original Capital contribution, the General Partner was required to make a final contribution of $363,104 in February 1995 to the Partnership, in accordance with the Partnership Agreement which was included in the Net Cash Proceeds distribution to Limited Partners in February 1995.
In December 1994, a joint venture consisting of the Partnership and an affiliate sold the Belmere Apartments. Pursuant to the sale agreement, the Partnership was required to retain $250,000 in cash reserves from the sale proceeds through February 12, 1995. Subsequently, the joint venture partner received $482,168 in February 1995, representing its share of the sale proceeds and its share of the remaining joint venture cash reserves, net of its fourth quarter capital contribution.
As of December 31, 1992, the Partnership had loans from the General Partner totaling $3,213,034 which were borrowed to fund operating deficits and to meet cash requirements. During 1993, the Partnership borrowed an additional $84,670 and subsequently repaid the loans in full using proceeds from the prepayment of
the Camelot Villa wrap-around note receivable, collection of the final payment of the Dunwoody Park Village deferred sale proceeds and proceeds from the sale of the Village Green Apartments. In connection with these loans, the Partnership incurred interest expense of $116,039 and $215,003 and paid interest of $127,993 and $264,323 during 1993 and 1992, respectively. Interest expense was computed at the American Express Company cost of funds rate plus a spread to cover administrative costs.
In February 1992, a joint venture consisting of the Partnership and an affiliate sold the Countryside Village Apartments and used the net proceeds from the sale to repay, at a discount, the second mortgage loan owed to Balcor Real Estate Holdings Inc. ("BREHI"), an affiliate of the General Partner. (See Notes 8 and 9 of Notes to Financial Statements for additional information.) In addition, the Partnership sold the Oak Ridge Apartments in September 1994 and used the net proceeds from the sale to repay the second mortgage loan owed to BREHI. (See Note 8 of Notes to Financial Statements for additional information.)
The Partnership, in connection with its loans payable to BREHI, incurred interest expense of $148,196, $145,516 and $223,115 and paid interest of $162,867, $147,522 and $588,041 during 1994, 1993 and 1992, respectively.
The Partnership participates in an insurance deductible program with other affiliated partnerships in which the program pays claims up to the amount of the deductible under the master insurance policies for its properties. The program is administered by an affiliate of the General Partner who receives no fee for administering the program. The Partnership's premiums to the deductible insurance program were $36,814, $24,296 and $36,445 for 1994, 1993 and 1992, respectively.
8. Property Sales:
During 1994, 1993 and 1992, the Partnership sold the Oak Ridge, Towne Oaks South and Belmere apartment complexes, the Village Green apartment complex and the Countryside Village apartment complex in separate all cash sales for $26,000,000, $8,100,000 and $6,050,000, respectively. From the proceeds of the sales, the Partnership paid $15,638,207, $6,850,000 and $4,756,687 respectively, in full satisfaction of the properties' first mortgage loans, paid $1,600,000 in 1994 and $944,908 in 1992 to an affiliate of the General Partner in full satisfaction of the second mortgage loans and paid brokerage commissions and other selling costs. The basis of these properties totaled $17,758,145, $6,169,406 and $5,577,224, net of accumulated depreciation of $15,468,570 $4,779,592 and $2,890,733, respectively. For financial statement purposes, the Partnership recognized gains of $7,260,202, $1,687,594 and $449,963 from the sales of these properties during 1994, 1993 and 1992, respectively. The affiliated minority joint venture partners share of gain resulting from these sales was $834,090 in 1994 and $70,239 in 1992.
In addition, as a result of the sales of the Dunwoody Park Village apartment complex, the American Colony apartment complex and the Camelot Villa mobile home community during 1991, 1990 and 1989 respectively, the Partnership also recognized deferred gains on the sales of these properties of $2,377,103 and $3,719,149 in 1993 and 1992, respectively.
9. Extraordinary Item:
In February 1992, the joint venture which owned the Countryside Village Apartments repaid, at a discount, the first and second mortgage loans collateralized by the property. Utilizing proceeds of $6,050,000 from the sale of the property, the joint venture paid $4,756,687 to the holder of the first mortgage loan, representing a discount of $713,397 from the outstanding loan balance, which was $5,470,084. The remaining proceeds of $1,293,313 were paid to BREHI as payment of the second mortgage loan. This amount represents a discount of $63,169 from the outstanding balance which consisted of principal of $1,008,077 and deferred interest of $348,405. This transaction produced an extraordinary gain on forgiveness of debt of $776,566, of which $121,222 was
the minority joint venture partner's share. (See Note 8 of Notes to Financial Statements for additional information.)
BALCOR EQUITY PROPERTIES-XIV (An Illinois Limited Partnership)
See notes (a) through (j).
BALCOR EQUITY PROPERTIES-XIV (An Illinois Limited Partnership)
See notes (a) through (j).
BALCOR EQUITY PROPERTIES-XIV (An Illinois Limited Partnership)
NOTES TO SCHEDULE III
(a) Consists of legal fees, appraisal fees, title costs and other related professional fees.
(b) Reconciliation of Real Estate -----------------------------
1994 1993 1992 ---------- ---------- ----------
Balance at beginning of year $33,226,717 $44,175,715 $65,177,319
Additions during year: Improvements None None 292,837
Deductions during year: Foreclosure of investment property None None (12,826,484) Reduction of basis due to foreclosure of property None None None Cost of real estate sold (33,226,717) (10,948,998) (8,467,957) ----------- ----------- ----------- None $33,226,717 $44,175,715 =========== =========== ===========
Reconciliation of Accumulated Depreciation ------------------------------------------
1994 1993 1992 ---------- ---------- ---------- Balance at beginning of year $14,569,842 $17,740,491 $23,140,559
Depreciation expense for the year 898,728 1,608,943 1,671,232 Accumulated depreciation of foreclosed investment property None None (4,180,567) Accumulated depreciation of real estate sold (15,468,570) (4,779,592) (2,890,733) ----------- ----------- -----------
Balance at close of year None $14,569,842 $17,740,491 ============ =========== ===========
(c) See description of mortgage notes payable in Note 3 of Notes to Financial Statements.
(d) 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.
(e) A reduction of basis was made to write down the property to its December 31, 1988 mortgage liability balance.
(f) Depreciation expense was computed based upon the following estimated useful lives: Years -----
Buildings and improvements 20 to 30 Furniture and fixtures 5
(g) This apartment complex was completed in three phases in 1969, 1974 and 1977.
(h) In September 1994, this property was sold. (See Note 8 of Notes to Financial Statements for additional information.)
(i) In September 1994, this property was sold. (See Note 8 of Notes to Financial Statements for additional information.)
(j) In December 1994, this property was sold. (See Note 8 of Notes to Financial Statements for additional information.)