SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1996 Commission file number 0-17699
IDS/JMB BALANCED INCOME GROWTH, LTD.
(Exact name of registrant as specified in its charter)
Illinois 36-3498972
(State of organization)(I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois60611
(Address of principal executive office)(Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each Class which registered
- ------------------- ------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(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
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. Not applicable.
Documents incorporated by reference: None
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business. . . . . . . . . . . . . . . . 1
Item 2. Properties. . . . . . . . . . . . . . . 3
Item 3. Legal Proceedings . . . . . . . . . . . 5
Item 4. Submission of Matters to a
Vote of Security Holders. . . . . . . . 5
PART II
Item 5. Market for the Partnership's Limited
Partnership Interests and Related
Security Holder Matters . . . . . . . . 5
Item 6. Selected Financial Data . . . . . . . . 6
Item 7. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . 10
Item 8. Financial Statements and
Supplementary Data. . . . . . . . . . . 14
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure. . . . . . . . . . 36
PART III
Item 10. Directors and Executive Officers
of the Partnership. . . . . . . . . . . 36
Item 11. Executive Compensation. . . . . . . . . 38
Item 12. Security Ownership of Certain
Beneficial Owners and Management. . . . 39
Item 13. Certain Relationships and
Related Transactions. . . . . . . . . . 40
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K . . . . . . . . 40
SIGNATURES . . . . . . . . . . . . . . . . . . . . 42
i
PART I
ITEM 1. BUSINESS
All references to "Notes" are to Notes to Financial Statements filed
with this annual report. Capitalized terms used herein, but not defined,
have the same meanings as in the Notes.
The registrant, IDS/JMB Balanced Income Growth, Ltd. (the "Partner-
ship"), is a limited partnership formed in 1987 and currently governed by
the Revised Uniform Limited Partnership Act of the State of Illinois to
invest in income-producing properties, primarily existing commercial real
properties. On August 6, 1987, the Partnership commenced an offering to
the public of $50,000,000 in Limited Partnership Interests (the
"Interests") pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933 (Registration No. 33-12561). A total of 47,514
Interests were sold to the public at $250 per Interest and were issued to
each holder of Interests (hereinafter a "Limited Partner"). The offering
terminated on August 5, 1989. No Limited Partner has made any additional
capital contribution after such date. The Limited Partners in the
Partnership share in their portion of the benefits of ownership of the
Partnership's real property investments according to the number of
Interests held.
The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments have been held by fee title and/or through joint venture
partnership interests. The Partnership's remaining real estate investment
is located in Skokie (Chicago), Illinois and it has no real estate
investments located outside of the United States. A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole. Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2037. The Partnership is self-liquidating in nature. At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties. As discussed further in Item 7, the
Partnership currently expects to conduct an orderly liquidation of its
remaining investment portfolio as quickly as practicable and to wind up its
affairs not later than December 31, 1999, barring any unforeseen economic
developments.
The Partnership has made the real property investments set forth in
the following table:
<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1996,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (d) SIZE PURCHASECAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- ------------------------------ -----------------
<S> <C> <C> <C> <C>
1. Fashion Square
Shopping Center
Skokie, Illinois 84,600 2/14/89 86% fee ownership of land and
sq.ft. g.l.a. improvements (b)(e)
2. Miami International
Mall
Miami, Florida. 967,300 2/28/89 4/8/96 fee ownership of land and
sq.ft. g.l.a. improvements (through joint
venture partnerships) (c)
<FN>
(a) The computation of this percentage for the property held at December 31, 1996 does not include amounts
invested from sources other than the original net proceeds of the public offering as described above and in Item
7.
(b) Reference is made to the Notes and to Schedule III filed with this annual report for the current
outstanding principal balance and a description of the long-term mortgage indebtedness secured by the
Partnership's real property investment.
(c) Reference is made to the Notes for a description of the joint venture partnerships through which the
Partnership made this real property investment and the sale of this investment.
(d) Reference is made to Item 8 - Schedule III filed with this annual report for further information
concerning real estate taxes and depreciation.
(e) Reference is made to Item 6 - Selected Financial Data for additional operating and lease expiration
data concerning this investment property.
</TABLE>
The Partnership's remaining real property investment is subject to
competition from similar types of properties (including, in certain areas,
properties owned by affiliates of the General Partners) in the vicinity in
which it is located. Such competition is generally for the retention of
existing tenants. Additionally, the Partnership is in competition for new
tenants if significant vacancies are present. Reference is hereby made to
Item 7 below for a discussion of competitive conditions and future
renovation and capital improvement plans of the Partnership for its
remaining investment property. Approximate occupancy levels for the
property are set forth in Item 2 below to which reference is hereby made.
The Partnership maintains the suitability and competitiveness of its
property in its market primarily on the basis of effective rents, tenant
allowances and service provided to tenants. In the opinion of the
Corporate General Partner of the Partnership, the remaining investment
property held at December 31, 1996 is adequately insured.
Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's remaining
property as of December 31, 1996.
The Partnership has no employees other than personnel performing on-
site duties at the Partnership's remaining property, none of whom are
officers or directors of the Corporate General Partner of the Partnership.
The terms of transactions between the Partnership, the General
Partners of the Partnership, and their affiliates are set forth in Items 10
and 11 below to which reference is hereby made for a description of such
terms and transactions.
ITEM 2. PROPERTIES
The Partnership owns the property referred to under Item 1 above to
which reference is made for a description of said property.
The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1996 and 1995 for the Partnership's investment properties owned
during 1996:
<TABLE>
<CAPTION>
1995 1996
--------------------------------------------------
At At At At At At At At
Principal Business3/31 6/30 9/3012/31 3/31 6/30 9/30 12/31
---------------------- ---- --------- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. Fashion Square
Shopping Center
Skokie, Illinois . Retail 88% 79% 79% 86% 78% 79% 79% 82%
2. Miami International Mall
Miami, Florida . . Retail 89% 91% 90% 94% 94% N/A N/A N/A
<FN>
Reference is made to Item 6, Item 7 and to the Notes for a description of the general terms of tenant leases
at the Partnership's investment property.
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not subject to any material pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of holders of Interests
during 1996 and 1995.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1996, there were 1,142 record holders of the 47,534
Interests outstanding in the Partnership. There is no public market for
Interests and it is not anticipated that a public market for Interests will
develop. Upon request, the Corporate General Partner may provide
information relating to a prospective transfer of Interests to an investor
desiring to transfer his Interests. The price to be paid for the
Interests, as well as any other economic aspects of the transaction, will
be subject to negotiation by the investor. There are certain conditions
and restrictions on the transfer of Interests, including, among other
things, the requirement that the substitution of a transferee of Interests
as a Limited Partner of the Partnership be subject to the written consent
of the Corporate General Partner. The rights of a transferee of Interests
who does not become a substituted Limited Partner will be limited to the
rights to receive his share of profits or losses and cash distributions
from the Partnership, and such transferee will not be entitled to vote such
Interests. No transfer will be effective until the first day of the next
succeeding calendar quarter after the requisite transfer form satisfactory
to the Corporate General Partner has been received by the Corporate General
Partner. The transferee consequently will not be entitled to receive any
cash distributions or any allocable share of profits or losses for tax
purposes until such succeeding calendar quarter. Profits or losses from
operations of the Partnership for a calendar year in which a transfer
occurs will be allocated between the transferor and the transferee based
upon the number of quarterly periods in which each was recognized as the
holder of Interests, without regard to the results of Partnership's
operations during particular quarterly periods and without regard to
whether cash distributions were made to the transferor or transferee.
Profits or losses arising from the sale or other disposition of Partnership
properties will be allocated to the recognized holder of the Interests as
of the last day of the quarter in which the Partnership recognized such
profits or losses. Cash distributions to a holder of Interests arising
from the sale or other disposition of Partnership properties will be
distributed to the recognized holder of the Interests as of the last day of
the quarterly period with respect to which distribution is made.
Reference is made to Item 6 below for a discussion of cash
distributions made to the Limited Partners. The mortgage loan secured by
the Fashion Square Shopping Center restricts the use by the Partnership of
the cash flow from that property as more fully discussed in the Notes.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
DECEMBER 31, 1996, 1995, 1994, 1993 AND 1992
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1996 1995 1994 1993 1992
-------------------------- ----------------------- ------------
<S> <C> <C> <C> <C> <C>
Total income . . . . . .$ 1,604,356 1,735,312 1,895,928 1,972,623 2,013,004
============ =========== =========== =========== ===========
Operating earnings (loss)$ (103,856)(3,594,525) 251,378 436,415 405,839
Partnership's share of
operations of uncon-
solidated venture . . . 15,765 70,179 59,391 (3,495) (34,476)
------------ ----------- ----------- ----------- -----------
Net operating
earnings (loss) . . (88,091) (3,524,346) 310,769 432,920 371,363
Partnership's share of
gain on sale of land
from unconsolidated
venture . . . . . . . . -- -- 30,454 35,272 --
Gain on sale of
interest in uncon-
solidated venture . . . 805,241 -- -- -- --
------------ ----------- ----------- ----------- -----------
Net earnings
(loss) before
Partnership's
share of extra-
ordinary item
from unconsoli-
dated venture . . . 717,150 (3,524,346) 341,223 468,192 371,363
Partnership's share of
extraordinary item
from unconsolidated
venture . . . . . . . . -- -- -- (51,331) --
------------ ----------- ----------- ----------- -----------
Net earnings
(loss). . . . . . .$ 717,150(3,524,346) 341,223 416,861 371,363
============ =========== =========== =========== ===========
1996 1995 1994 1993 1992
-------------------------- ----------------------- ------------
Net earnings (loss) per
Interest (b):
Net operating
earnings (loss) . .$ (1.67) (66.73) 5.88 8.19 7.03
Partnership's share
of gain on sale of
land from unconsoli-
dated venture . . . -- -- .63 .67 --
Gain on sale of
interest in uncon-
solidated venture . 16.77 -- -- -- --
Partnership's share of
extraordinary item
from unconsolidated
venture . . . . . . -- -- -- (.97) --
------------ ----------- ----------- ----------- -----------
Net earnings (loss)
per Interest . . .$ 15.10 (66.73) 6.51 7.89 7.03
============ =========== =========== =========== ===========
Total assets . . . . . .$ 11,447,60411,711,899 15,567,889 15,634,113 15,664,907
Long-term debt . . . . .$ 6,800,000 6,800,000 6,800,000 6,800,000 6,800,000
Cash distributions
per Interest (c). . . .$ 23.00 5.00 10.00 10.00 10.00
============ =========== =========== =========== ===========
<FN>
(a)The above selected financial data should be read in conjunction with the financial statements and the related
notes appearing elsewhere in this annual report.
(b)The net earnings (loss) per Interest is based on the number of Interests outstanding at the end of each period
(47,534).
(c)Cash distributions from the Partnership are generally not equal to Partnership income (loss) for financial
reporting or Federal income tax purposes. Each partner's taxable income (loss) from the Partnership in each year is
equal to his allocable share of the taxable income (loss) of the Partnership, without regard to the cash generated or
distributed by the Partnership. Accordingly, cash distributions to the Limited Partners since the inception of the
Partnership have not resulted in taxable income to such Limited Partners and have therefore represented a return of
capital.
</TABLE>
<TABLE>
SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1996
<CAPTION>
Property
- --------
Fashion Square
Shopping Center a) The gross leasable area ("GLA")
occupancy rate and average
base rent per square foot as of
December 31 for each of the last
five years were as follows:
GLA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1992. . . . . 97% 15.42
1993. . . . . 100% 14.31
1994. . . . . 94% 13.79
1995. . . . . 86% 14.50
1996. . . . . 82% 12.61
<FN>
(1) Average base rent per square foot is based on GLA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled LeaseLease
b) Significant Tenants Square FeetPer Annum Expiration DateRenewal Option(s)
------------------- -------------------- --------------------------------
<S> <C> <C> <C> <C> <C> <C>
DSW Shoe Ware- 17,519 $210,000 12/2000 12/2005
house 12/2010
(Retail Shoe Outlet)
Linens 'N Things (1) 12,000 180,000 3/1999 3/2004
(Home Furnishings 3/2009
Store)
(1) Reference is made to the management's discussion and analysis of
financial condition regarding the potential early termination and replacement of this tenant in 1997.
</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain
information with respect to the expiration
of leases for the next ten years at the
Fashion Square Shopping Center:
Annualized Percent of
Number of Approx. Total Base Rent Total 1996
Year Ending Expiring NRF of Expiringof Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- -------------------------- ----------
<S> <C> <C> <C> <C> <C> <C>
1997 2 3,500 39,500 5%
1998 1 4,000 63,999 7%
1999 5 27,322 408,686 47%
2000 1 17,519 210,228 24%
2001 3 9,830 133,740 15%
2002 -- -- -- --
2003 -- -- -- --
2004 -- -- -- --
2005 -- -- -- --
2006 1 2,440 32,940 4%
<FN>
(1) Excludes leases that expire in 1997 for which
renewal leases or leases with replacement tenants
have been executed as of March 21, 1997.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As a result of the public offering of Interests as described in Item
1, the Partnership had approximately $10,121,000 (after deducting selling
expenses and other offering costs), with which to make investments in
income-producing commercial real property, to pay legal fees and other
costs (including acquisition fees) related to such investments, and to
satisfy working capital requirements. A majority of the proceeds were
utilized to acquire two properties, described in Item 1 above. The
Partnership incurred indebtedness in connection with the purchase of the
properties. One of the properties was acquired through a joint venture and
was reflected as the Partnership's investment in unconsolidated venture, at
equity. The other property was acquired directly and is reflected as the
Partnership's investment property at December 31, 1996.
At December 31, 1996, the Partnership had cash and cash equivalents of
approximately $847,000. Such funds are available for future distributions
to partners, for working capital requirements and for letter of credit
escrow requirements. Distributions to the General Partners have been
deferred in accordance with the subordination requirements of the
Partnership Agreement. The Partnership has currently budgeted in 1997
approximately $928,000 for tenant improvements and other capital
expenditures at its remaining investment property (the Fashion Square
Shopping Center), of which approximately $628,000 is budgeted to replace a
major tenant, Linens 'N Things as more fully described in the property
specific section below. A portion of such tenant improvements and lease
commissions is permitted to be funded from the cash collateral account
(reflected as escrow deposits in the accompanying financial statements).
Actual amounts expended in 1997 may vary depending on a number of factors
including actual leasing activity, results of property operations,
liquidity considerations and other market conditions over the course of the
year. The source of capital for such items and for both short-term and
long-term future liquidity and distributions is expected to be through cash
generated by the Partnership's remaining investment property. In such
regard, reference is made to the Partnership's property specific
discussions below and also to the Partnership's disclosure of certain
property lease expirations in Item 6. Due to the cash collateral funding
requirements under the replacement letter of credit, as discussed below,
the Partnership's cash flow from operations has been severely reduced.
Consequently, effective in the second quarter of 1995, the Partnership
reduced its distributions of cash flow from operations to the Limited
Partners from a quarterly distribution of $2.50 per limited partnership
interest ("Interest"), or $10 per Interest per annum, to a distribution of
approximately $3.00 per Interest per annum. In addition, as a result of
the reduced level of operating cash distributions, the Partnership will
make distributions on an annual basis instead of on a quarterly basis. Due
to the significant amount of tenant improvements and lease commissions
budgeted in 1997, and the restrictions placed by the lender on the use of
the cash collateral account, the Partnership may need to further reduce or
cease making operating distributions to Limited Partners.
The Partnership's mortgage obligation is a separate non-recourse loan
secured individually by the investment property and is not an obligation of
the Partnership, and the Partnership is not personally liable for the
payment of the mortgage indebtedness.
JMB/MIAMI - MIAMI INTERNATIONAL MALL
On April 8, 1996, the Partnership sold 100% of its Partnership
interest to its unaffiliated venture partner for $1,368,888 (which was paid
in cash at closing). On August 30, 1996, the Partnership distributed
$950,680 of sales proceeds to the limited partners. Reference is made to
the Notes for a further description of such event.
FASHION SQUARE SHOPPING CENTER
The indebtedness assumed by the Partnership in conjunction with the
acquisition of the Fashion Square Shopping Center was supported by a letter
of credit which was scheduled to expire, as extended, on June 15, 1995. In
March 1995, the Partnership obtained a replacement irrevocable direct pay
letter of credit with a major institutional lender in the amount of
$7,140,000 which expires on December 1, 1999. The Partnership paid a
commitment fee equal to 1% of the letter of credit amount at closing and
pays an annual commission fee of 1.25% of the letter of credit amount.
One of the property's major tenants, Linens 'N Things, opened a new
store in November 1996 one block away from the center in a newly-developed
smaller shopping center. The Linens 'N Things store at the center is
operating as a clearance store and continues to pay rent pursuant to the
terms of its lease which does not expire until March 1999. The Partnership
has reached agreements in principle with both an existing tenant to extend
its lease and relocate to the Linens 'N Things store and a new national
tenant to occupy the replacement tenant's store for a ten year term. Both
agreements are contingent upon the Partnership and Linens 'N Things
agreeing to a lease termination. Though basic agreement on such a
termination has also been reached in principle, there can be no assurance
that any of the aforementioned agreements will be executed with such
tenants on these or any other terms. Although these transactions represent
a significant capital investment in 1997, the annual financial impact on
the Partnership's cash flow and the quality of its tenants are expected to
be improved.
In 1997 through 1999, leases representing approximately 5%, 7% and
47%, respectively, of the leasable square footage at the Fashion Square
Shopping Center are scheduled to expire. As of the date of this report,
the property is 77% leased and the property manager is actively pursuing
replacement tenants for the remaining vacant space. The costs of lease
commissions and tenant improvements incurred prior to tenant occupancy for
the re-leasing of this space will result in a decrease in cash flow from
operations over the near term, to the extent not permitted to be funded
from the collateral cash account.
As of December 31, 1996, the Partnership has committed to a plan to
sell the Fashion Square Shopping Center. Accordingly, the Partnership has
classified this property as held for sale in the accompanying consolidated
financial statements.
GENERAL
Due to the current competitive market in which the Fashion Square
Shopping Center operates and in light of the severely depressed real estate
market which characterized the Partnership's operations during the past few
years, it currently appears that the Partnership's goal of capital
appreciation will not be achieved. Although some portion of the Limited
Partners' original capital has been and is expected to be distributed from
sales proceeds, without a dramatic improvement in market conditions
relative to its sole remaining investment property, the Limited Partners
will receive significantly less than their original investment.
As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. By conserving working capital, the Partnership will be in a
better position to meet the future needs of its property since the
availability of satisfactory outside sources of capital may be limited
given the portfolio's current debt levels. Due to these factors, the
Partnership has held its remaining investment property longer than
originally anticipated in an effort to maximize the return to the Limited
Partners. However, after reviewing the Fashion Square Shopping Center and
the marketplace in which it operates, the General Partners of the
Partnership expect to be able to conduct an orderly liquidation of its
investment portfolio as quickly as practicable. Therefore, the affairs of
the Partnership are expected to be wound up no later than December 31, 1999
(sooner if the property is sold in the near term), barring unforeseen
economic developments.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at December 31, 1996 as
compared to December 31, 1995 is due primarily to cash generated from
operations at the Fashion Square Shopping Center and sale proceeds retained
from the sale of the Partnership's interest in the Miami International Mall
on April 8, 1996 as discussed above.
The increase in interest, rents and other receivables at December 31,
1996 as compared to December 31, 1995 is due to the timing of rental
collections at the Fashion Square Shopping Center.
The decrease in prepaid expense at December 31, 1996 as compared to
December 31, 1995 is due primarily to the timing of insurance premiums paid
at the Fashion Square Shopping Center.
The decrease in investment in unconsolidated venture, at equity, at
December 31, 1996 as compared to December 31, 1995 is due to the sale of
the Partnership's interest in the Miami International Mall on April 8, 1996
as discussed above.
The increase in escrow deposits at December 31, 1996 as compared to
December 31, 1995 is due to the required funding in 1996 of the cash
collateral account at the Fashion Square Shopping Center of $360,000 per
year and the associated interest earned. This amount was generated from
operations at such property.
The increase in unearned rents at December 31, 1996 as compared to
December 31, 1995 is due to the timing of rental collections at the Fashion
Square Shopping Center.
The decrease in rental income for the year ended December 31, 1996 as
compared to the year ended December 31, 1995 and for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is due to
lower average occupancy at the Fashion Square Shopping Center.
The increase in interest income for the year ended December 31, 1996
as compared to the year ended December 31, 1995 is due to increased
interest earned on the higher average balance in the cash collateral
account at the Fashion Square Shopping Center due to the required funding
of $30,000 per month.
The decrease in mortgage and other interest for the year ended
December 31, 1996 as compared to the year ended December 31, 1995 is due to
lower letter of credit fees coupled with a decline in the average floating
interest rate (4.375% at December 31, 1996) on the municipal bonds secured
by the Fashion Square Shopping Center. The increase in mortgage and other
interest expense for the year ended December 31, 1995 as compared to the
year ended December 31, 1994 is due primarily to fees paid in 1995 to
extend the prior letter of credit until June 15, 1995.
The decrease in depreciation expense for the year ended December 31,
1996 as compared to the year ended December 31, 1995 is due to the
$3,500,000 value impairment recorded for the Fashion Square Shopping Center
on September 30, 1995.
The decrease in amortization of deferred expenses for the year ended
December 31, 1996 as compared to the year ended December 31, 1995 and the
increase in amortization of deferred expenses for the year ended December
31, 1995 as compared to December 31, 1994 is due to the recognition of
extension fees associated with the replacement letter of credit for the
Fashion Square Shopping Center in 1995.
The increase in general and administrative expenses for the year ended
December 31, 1995 as compared to the year ended December 31, 1994 is due
primarily to an increase in and the recognition of certain additional prior
year reimbursable costs to affiliates of the General Partners in 1995.
The provision for value impairment for the year ended December 31,
1995 consists of the $3,500,000 value impairment recorded for the Fashion
Square Shopping Center on September 30, 1995.
The decrease in Partnership's share of income from operations of
unconsolidated ventures for the year ended December 31, 1996 as compared to
the year ended December 31, 1995 is due to the sale of the Partnership's
interest in the Miami International Mall on April 8, 1996.
The Partnership's share of gain on sale of land from unconsolidated
venture for the year ended December 31, 1994 is due to the sale of an
outparcel of land at the Miami International Mall in December 1994.
The Partnership's share of gain on sale of interest in unconsolidated
venture for the year ended December 31, 1996 is due to the sale of the
Partnership's interest in the Miami International Mall on April 8, 1996.
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.
Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by 1999. However, to
the extent that inflation in future periods would have an adverse impact on
property operating expenses, the effect would generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's remaining investment property have escalation clauses
covering increases in the cost of operating and maintaining the properties
as well as real estate taxes. Therefore, there should be little effect of
inflation on operating earnings if the property remains substantially
occupied. In addition, substantially all of the leases at the Partner-
ship's shopping center investment contain provisions which entitle the
Partnership to participate in gross receipts of tenants above fixed minimum
amounts.
An increase in inflation in the future may affect the interest rate paid by
the Partnership on its long-term debt for the Fashion Square Shopping
Center, as such debt currently bears interest at a floating rate.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
INDEX
Independent Auditors' Report
Balance Sheets, December 31, 1996 and 1995
Statements of Operations, years ended December 31,
1996, 1995 and 1994
Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1996, 1995 and 1994
Statements of Cash Flows, years ended December 31,
1996, 1995 and 1994
Notes to Financial Statements
SCHEDULE
--------
Real Estate and Accumulated Depreciation III
SCHEDULES NOT FILED:
All schedules other than the one indicated in the index have been omitted
as the required information is inapplicable or the information is presented
in the financial statements or related notes.
INDEPENDENT AUDITORS' REPORT
The Partners
IDS/JMB BALANCED INCOME GROWTH, LTD.:
We have audited the financial statements of IDS/JMB Balanced Income
Growth, Ltd. (a limited partnership) as listed in the accompanying index.
In connection with our audits of the financial statements, we also have
audited the financial statement schedule as listed in the accompanying
index. These financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these financial statements and
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 the General Partners of the
Partnership, 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 IDS/JMB
Balanced Income Growth, Ltd. at December 31, 1996 and 1995, and the results
of its operations and its cash flows for each of the years in the three-
year period ended December 31, 1996, in conformity with generally accepted
accounting principles. Also in our opinion, the related financial
statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
As discussed in the Notes to the financial statements, in 1996, the
Partnership changed its method of accounting for long-lived assets and
long-lived assets to be disposed of to conform with Statement of Financial
Accounting Standards No. 121.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 21, 1997
<TABLE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
ASSETS
------
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . $ 847,356 619,423
Interest, rents and other receivables. . . . . . . . . . . 131,710 88,498
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . 7,642 35,287
------------ ------------
Total current assets . . . . . . . . . . . . . . . 986,708 743,208
------------ ------------
Investment property, at cost - Schedule III:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 2,781,028
Building and improvements. . . . . . . . . . . . . . . . . -- 8,750,692
------------ ------------
-- 11,531,720
Less accumulated depreciation. . . . . . . . . . . . . . . -- 2,529,282
------------ ------------
Total property held for investment,
net of accumulated depreciation. . . . . . . . . -- 9,002,438
Property held for sale or disposition. . . . . . . . . . . 8,711,748 --
------------ ------------
Total investment property. . . . . . . . . . . . . 8,711,748 9,002,438
Investment in unconsolidated venture, at equity. . . . . . . -- 605,872
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . 198,937 223,818
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . 1,550,211 1,136,563
------------ ------------
$ 11,447,604 11,711,899
============ ============
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1996 1995
------------ -----------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . $ 58,780 37,649
Accrued interest . . . . . . . . . . . . . . . . . . . . . 26,508 28,252
Unearned rents . . . . . . . . . . . . . . . . . . . . . . 116,246 23,796
Accrued real estate taxes. . . . . . . . . . . . . . . . . 592,656 592,656
------------ ------------
Total current liabilities. . . . . . . . . . . . . 794,190 682,353
------------ ------------
Tenant security deposits . . . . . . . . . . . . . . . . . . 12,374 12,374
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . 6,800,000 6,800,000
------------ ------------
Total liabilities. . . . . . . . . . . . . . . . . 7,606,564 7,494,727
------------ ------------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings (losses). . . . . . . . . . . (259,558) (258,802)
------------ ------------
(239,558) (238,802)
------------ ------------
Limited partners (47,534 Interests):
Capital contributions, net of offering costs. . . . . 10,284,207 10,284,207
Cumulative net earnings (losses). . . . . . . . . . . (1,583,895) (2,301,801)
Cumulative cash distributions . . . . . . . . . . . . (4,619,714) (3,526,432)
------------ ------------
4,080,598 4,455,974
------------ ------------
Total partners' capital accounts (deficits). . . . 3,841,040 4,217,172
------------ ------------
$ 11,447,604 11,711,899
============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Rental income. . . . . . . . . . . . . . . $ 1,499,883 1,666,805 1,828,326
Interest income. . . . . . . . . . . . . . 104,473 68,507 67,602
------------ ------------ ------------
1,604,356 1,735,312 1,895,928
------------ ------------ ------------
Expenses:
Mortgage and other interest. . . . . . . . 365,676 423,567 328,593
Depreciation . . . . . . . . . . . . . . . 290,690 358,088 371,936
Property operating expenses. . . . . . . . 797,083 785,555 800,166
Professional services. . . . . . . . . . . 65,208 40,580 51,800
Amortization of deferred expenses. . . . . 55,024 99,818 26,199
General and administrative . . . . . . . . 134,531 122,229 65,856
Provision for value impairment . . . . . . -- 3,500,000 --
------------ ------------ ------------
1,708,212 5,329,837 1,644,550
------------ ------------ ------------
Operating earnings (loss). . . . . (103,856) (3,594,525) 251,378
Partnership's share of operations of
unconsolidated venture . . . . . . . . . . 15,765 70,179 59,391
------------ ------------ ------------
Net operating earnings (loss). . . (88,091) (3,524,346) 310,769
Partnership's share of gain on sale of land
from unconsolidated venture. . . . . . . . -- -- 30,454
Gain on sale of interest in unconsolidated
venture. . . . . . . . . . . . . . . . . . 805,241 -- --
------------ ------------ ------------
Net earnings (loss). . . . . . . . $ 717,150 (3,524,346) 341,223
============ ============ ============
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS - CONTINUED
1996 1995 1994
------------ ------------ ------------
Net earnings per limited partnership interest:
Net operating earnings (loss). . . . . . $ (1.67) (66.73) 5.88
Partnership's share of gain on sale of land
from unconsolidated venture. . . . . . -- -- .63
Gain on sale of interest in unconsolidated
venture. . . . . . . . . . . . . . . . 16.77 -- --
------------ ------------ ------------
Net earnings (loss). . . . . . . . $ 15.10 (66.73) 6.51
============ ============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (47,534 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET OF
CONTRI- NET CASH OFFERING NET CASH
BUTIONS EARNINGSDISTRIBUTIONS TOTAL COSTS EARNINGS DISTRIBUTIONS TOTAL
------- ----------------------- -------------------------------- ------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at
December 31,
1993. . . .$20,000 62,251 -- 82,25110,284,207 560,269 (2,813,422) 8,031,054
Net earn-
ings
(loss). . .-- 31,382 -- 31,382 -- 309,841 -- 309,841
Cash dis-
tributions
($10.00 per
Interest) .-- -- -- -- -- -- (475,340) (475,340)
----------------- ---------- ---------------------------------- ----------------------
Balance at
December 31,
1994. . . .20,000 93,633 -- 113,633 10,284,207 870,110 (3,288,762) 7,865,555
Net earn-
ings (loss) -- (352,435) -- (352,435) -- (3,171,911) -- (3,171,911)
Cash distri-
butions
($5.00 per
Interest) . -- -- -- -- -- -- (237,670) (237,670)
----------------- ---------- ---------------------------------- ----------------------
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED
GENERAL PARTNERS LIMITED PARTNERS (47,534 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET OF
CONTRI- NET CASH OFFERING NET CASH
BUTIONS EARNINGSDISTRIBUTIONS TOTAL COSTS EARNINGS DISTRIBUTIONS TOTAL
------- ----------------------- -------------------------------- ------------------------
Balance at
December 31,
1995. . . .20,000 (258,802) -- (238,802) 10,284,207(2,301,801) (3,526,432) 4,455,974
Net earn-
ings (loss) -- (756) -- (756) -- 717,906 -- 717,906
Cash distri-
butions
($23.00 per
Interest) . -- -- -- -- -- -- (1,093,282)(1,093,282)
------------------ ---------- ---------------------------------- ----------------------
Balance at
December 31,
1996. . . .$20,000 (259,558) -- (239,558)10,284,207 (1,583,895) (4,619,714) 4,080,598
================== ========== ================================== ======================
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
<CAPTION>
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . $ 717,150 (3,524,346) 341,223
Items not requiring (providing) cash or
cash equivalents:
Depreciation . . . . . . . . . . . . . . 290,690 358,088 371,936
Amortization of deferred expenses . . . 55,024 99,818 26,199
Partnership's share of operations of
unconsolidated venture . . . . . . . . (15,765) (70,179) (59,391)
Partnership's share of gain on sale of
land from unconsolidated venture . . . -- -- (30,454)
Gain on sale of interest in unconsol-
idated venture . . . . . . . . . . . . (805,241) -- --
Provision for value impairment . . . . . -- 3,500,000 --
Changes in:
Interest, rents and other receivables. . (43,212) (17,111) 34,914
Prepaid expenses . . . . . . . . . . . . 5,332 (297) (3,516)
Accounts payable . . . . . . . . . . . . 2,233 (1,921) 28,355
Due to affiliates. . . . . . . . . . . . 18,898 (15,021) --
Accrued interest . . . . . . . . . . . . (1,744) 1,935 9,156
Accrued real estate taxes. . . . . . . . -- (29,602) 22,401
Unearned rents . . . . . . . . . . . . . 92,450 (49,365) 12,481
Tenant security deposits . . . . . . . . -- -- (4,500)
------------ ----------- -----------
Net cash provided by (used in)
operating activities . . . . . . 315,815 251,999 748,804
------------ ----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases)
of short-term investments. . . . . . . . -- 1,270,338 (1,270,338)
Cash proceeds from sale of unconsolidated
venture, net of selling expenses . . . . 1,368,408 -- --
Additions to investment property . . . . . -- (55,000) (193,530)
Partnership's distributions from
unconsolidated venture . . . . . . . . . 58,470 135,628 175,784
Partnership's contributions to
unconsolidated venture . . . . . . . . . -- -- (260)
Payment of deferred expenses . . . . . . . (7,830) (204,509) (67,076)
------------ ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . 1,419,048 1,146,457 (1,355,420)
------------ ----------- -----------
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1996 1995 1994
----------- ----------- -----------
Cash flows from financing activities:
Payment of deferred expenses . . . . . . . -- (35,700) (26,775)
Escrow deposits. . . . . . . . . . . . . . (413,648) (1,136,563) --
Distributions to limited partners. . . . . (1,093,282) (237,670) (475,340)
------------ ----------- -----------
Net cash provided by (used in)
financing activities . . . . . . (1,506,930) (1,409,933) (502,115)
------------ ----------- -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . 227,933 (11,477) (1,108,731)
Cash and cash equivalents,
beginning of year. . . . . . . . 619,423 630,900 1,739,631
------------ ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . $ 847,356 619,423 630,900
============ =========== ===========
Supplemental disclosure of cash
flow information:
Cash paid for mortgage and
other interest . . . . . . . . . . . . . $ 367,420 421,632 323,106
============ =========== ===========
Non-cash investing and
financing activities . . . . . . . . . . $ -- -- --
============ =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
OPERATIONS AND BASIS OF ACCOUNTING
GENERAL
The Partnership owns a shopping center located in Skokie, Illinois.
Business activities consist of rentals to a variety of retail companies,
and the ultimate sale or disposition of such real estate. The Partnership
currently expects to conduct an orderly liquidation of its remaining
investment and wind up its affairs not later than December 31, 1999.
The equity method of accounting has been applied in the accompanying
financial statements with respect to the Partnership's former interest in
JMB/Miami International Associates ("JMB/Miami").
The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying financial statements have been prepared from such records
after making appropriate adjustments where applicable to reflect the
Partnership's accounts in accordance with generally accepted accounting
principles ("GAAP"). Such adjustments are not recorded on the records of
the Partnership. The net effect of these items for the years ended
December 31, 1996 and 1995 is summarized as follows:
<TABLE>
<CAPTION>
1996 1995
-------------------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . $11,447,604 16,730,728 11,711,899 16,880,662
Partners' capital
accounts (deficits):
General partners . . . . . . (239,558) 12,635 (238,802) 3,306
Limited partners . . . . . . 4,080,598 9,259,480 4,455,974 9,429,173
Net earnings (loss):
General partners . . . . . . (756) 9,329 (352,435) (820)
Limited partners . . . . . . 717,906 923,589 (3,171,911) (81,157)
Net earnings (loss) per
limited partner-
ship interest . . . . . . . . 15.10 19.43 (66.73) (1.71)
=========== =========== =========== ===========
</TABLE>
The net earnings (loss) per limited partnership interest ("Interest")
is based on the number of Interests outstanding at the end of the period
(47,534).
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies cash receipts and
payments according to whether they stem from operating, investing or
financing activities. The required information has been segregated and
accumulated according to the classifications specified in the
pronouncement. Partnership distributions from its unconsolidated venture
were considered cash flow from operating activities only to the extent of
the Partnership's cumulative share of net earnings. In addition, the
Partnership records amounts held in U.S. Government obligations at cost,
which approximates market. For the purposes of these financial statements,
the Partnership's policy is to consider all such amounts held with original
maturities of three months or less ($662,364 and $604,727 at December 31,
1996 and 1995, respectively) as cash equivalents, which includes
investments in an institutional mutual fund which holds United States
Government obligations, with any remaining amounts (generally with original
maturities of one year or less) reflected as short-term investments being
held to maturity.
Deferred expenses consist primarily of deferred lease commissions and
letter of credit fees which are amortized over their respective terms using
the straight-line method.
Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due and/or there are
increases in minimum lease payments over the term of the lease, the
Partnership accrues rental income for the full period of occupancy on a
straight-line basis.
No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the Partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to Partners.
The Partnership has or had acquired, either directly or through joint
ventures, two shopping centers. The one remaining property owned by the
Partnership was in operation at December 31, 1996. The cost of the
investment properties represents the total cost to the Partnership plus
miscellaneous acquisition costs.
Depreciation on the Partnership's consolidated property has been
provided over the estimated useful lives of the various components as
follows:
YEARS
-----
Building and improvements -- straight-line30
Personal property -- straight-line. 5
==
Maintenance and repairs are charged to operations as incurred.
Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.
Statement of Financial Accounting Standards No. 121 ("SFAS 121")
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" was issued in March 1995. The Partnership
adopted SFAS 121 as required in the first quarter of 1996. SFAS 121
requires that the Partnership record an impairment loss on its properties
to be held for investment whenever its carrying value cannot be fully
recovered through estimated undiscounted future cash flows from their
operations and sale. The amount of the impairment loss to be recognized
would be the difference between the property's carrying value and the
property's estimated fair value. The Partnership's policy is to consider a
property to be held for sale or disposition when the Partnership has
committed to a plan to sell or dispose of such property and active
marketing activity has commenced or is expected to commence in the near
term or the Partnership has concluded that it may dispose of the property
by no longer funding operating deficits or debt service requirements of the
property thus allowing the lender to realize upon its security. In
accordance with SFAS 121, any properties identified as "held for sale or
disposition" are no longer depreciated. Adjustments for impairment loss
for such properties (subsequent to the date of adoption of SFAS 121) are
made in each period as necessary to report these properties at the lower of
carrying value or fair value less costs to sell. In certain situations,
such estimated fair value could be less than the existing non-recourse debt
which is secured by the property. There can be no assurance that any
estimated fair value of these properties would ultimately be realized by
the Partnership in any future sale or disposition transaction.
Under the prior accounting policy, provisions for value impairment
were recorded with respect to investment properties whenever the estimated
future cash flows from a property's operations and projected sale were less
than the property's carrying value. The amount of any such impairment loss
recognized by the Partnership was limited to the excess, if any, of the
property's carrying value over the outstanding balance of the property's
non-recourse indebtedness. An impairment loss under SFAS 121 is determined
without regard to the nature or the balance of such non-recourse
indebtedness. Upon the disposition of a property with the related
extinguishment of the long-term debt for which an impairment loss has been
recognized under SFAS 121, the Partnership would recognize, at a minimum, a
net gain for financial reporting purposes (comprised of gain on
extinguishment of debt and gain or loss on the sale or disposition of
property) to the extent of any excess of the then outstanding balance of
the property's non-recourse indebtedness over the then carrying value of
the property, including the effect of any reduction for impairment loss
under SFAS 121.
In addition, upon the disposition of any impaired property, the
Partnership will generally recognize more net gain for financial reporting
purposes under SFAS 121 than it would have under the Partnership's prior
impairment policy, without regard to the amount, if any, of cash proceeds
received by the Partnership in connection with the disposition. Although
implementation of this accounting statement could significantly impact the
Partnership's reported earnings, there would be no impact on cash flows.
Further, any such impairment loss is not recognized for Federal income tax
purposes.
The results of operations for consolidated properties classified as
held for sale as of December 31, 1996 or sold during the past three years
were $95,047, ($3,453,195) and $301,133, respectively, for the years ended
December 31, 1996, 1995 and 1994. In addition, the accompanying
consolidated financial statements include $15,765, $70,179 and $92,320,
respectively, of the Partnership's share of total property operations of
$309,476, $1,377,681 and $1,812,330 of unconsolidated properties held for
sale as of December 31, 1996 or sold in the past three years.
INVESTMENT PROPERTIES
FASHION SQUARE SHOPPING CENTER
In February 1989, the Partnership acquired substantially all of a
shopping center located in Skokie, Illinois (a suburb north of Chicago),
known as the Fashion Square Shopping Center. The Partnership purchased the
shopping center for $13,800,000, including the assumption of indebtedness
of $6,800,000. The $6,800,000 of indebtedness assumed by the Partnership
in conjunction with the acquisition of the Fashion Square Shopping Center
represents the principal amount of municipal bonds issued by the Village of
Skokie to finance the acquisition and construction of the shopping center.
The bonds were supported by a letter of credit with an original expiration
date of December 15, 1994 which was extended through June 15, 1995 (for
which extension fees of $26,775 were paid in 1994 and $35,700 were paid in
1995). In March 1995, the Partnership obtained a replacement irrevocable
direct pay letter of credit with a major institutional lender in the amount
of $7,140,000. The Partnership paid a commitment fee equal to 1% of the
letter of credit amount at closing and pays an annual commission fee of
1.25% of the letter of credit amount. The replacement letter of credit
required the Partnership to fund an interest-bearing cash collateral
account with an initial deposit of $840,000 at closing and requires monthly
deposits of $30,000 thereafter until the December 1, 1999 expiration. On a
cumulative basis, $60,000 per annum (although no more than $120,000 in any
calendar year) can be drawn down by the Partnership under certain
circumstances (as defined) from the collateral account for tenant
improvements and leasing costs at the Fashion Square Shopping Center. In
1997, the Partnership may be required to make additional deposits to the
cash collateral account should the property's net operating income (as
defined) fall below a stipulated level for two consecutive quarters. As of
December 31, 1996, the Partnership was not required to make any additional
deposits to the cash collateral account other than the initial deposit and
monthly deposits discussed above. Such additional deposits can be drawn
down by the Partnership as reimbursement for certain releasing costs
incurred at the property provided the property's net operating income
exceeds the stipulated level for two consecutive quarters. As of December
31, 1996 and the date of this report, no amounts have been drawn or
requested from this account. Upon expiration of the letter of credit on
December 1, 1999, the balance of the cash collateral account plus interest
will revert to the Partnership.
The bonds bear interest payable quarterly at a floating rate (4.375%
and 5.5% per annum at December 31, 1996 and 1995, respectively). The
Partnership has the right, at any time, to convert the bonds through their
maturity date to the fixed prevailing market rate. On the interest payment
date immediately prior to the expiration of the letter of credit, the bonds
would be subject to mandatory tender for purchase by the owners. The
Partnership would then offer the bonds on the secondary market at the
prevailing market rate.
The bonds mature on December 1, 2014 but may be redeemed, in whole or
in part, at the option of the Partnership at any time prior to their
conversion to the fixed prevailing market rate of interest and at a
redemption price of 100% of the principal amount of the bonds plus accrued
interest to the date of redemption. After the conversion of the bonds to
the fixed rate, and after a period of time equal to one-half of the
remaining term of the bonds (determined as of the conversion date), the
bonds may be redeemed at the option of the Partnership in whole at any time
or in part on any interest payment date, at a diminishing premium not in
excess of 3%.
As of December 31, 1996, the Partnership has committed to a plan to
sell the Fashion Square Shopping Center. Accordingly, the Partnership has
classified this property as held for sale in the accompanying consolidated
financial statements.
In response to the uncertainty relating to the Partnership's ability
to recover the net carrying value of the Fashion Square Shopping Center
investment property through future operations or sale, and since the
Partnership has fixed its intended holding period for this investment to
not later than 1999, the Partnership, as a matter of prudent accounting
practice and for financial reporting purposes, recorded a provision for
value impairment at September 30, 1995 in the amount of $3,500,000. Such
provision was recorded to reduce the net basis of the investment property
to its then estimated fair value.
The shopping center is managed by an affiliate of the Corporate
General Partner for a fee calculated at 4% of the gross income (as defined)
of the property.
JMB/MIAMI - MIAMI INTERNATIONAL MALL
In 1989, the Partnership acquired an interest in a partnership, known
as JMB/Miami International Associates ("JMB/Miami"), with two partnerships,
JMB Income Properties, Ltd.-XIII and JMB/Miami Investors, L.P., sponsored
by affiliates of the Corporate General Partner. During October 1993,
JMB/Miami Investors, L.P. transferred its interest in JMB/Miami to Urban
Shopping Centers, L.P., a partnership controlled by Urban Shopping Centers,
Inc. (a public corporation organized by an affiliate of the Corporate
General Partner of the Partnership). The Partnership's investment in
JMB/Miami was approximately $1,048,000. The terms of the JMB/Miami
partnership agreement, as amended, provided that annual cash flow, net sale
or refinancing proceeds, and tax items will be distributed or allocated, as
the case may be, to the Partnership in proportion to its 5.094% ownership
interest.
JMB/Miami owned an interest in a partnership ("West Dade") with an
affiliate of the developer (the "Venture Partner") which owned an enclosed
regional mall in Miami, Florida known as Miami International Mall.
JMB/Miami had invested $17,678,694 for a 50% interest in West Dade and
$1,126,306 as a contribution for initial working capital requirements of
West Dade. The West Dade venture agreement provided that JMB/Miami and the
Venture Partner generally were each entitled to receive 50% of profits and
losses, net cash flow and net sale or refinancing proceeds of West Dade and
were each obligated to advance 50% of any additional funds required under
the terms of the West Dade venture agreement.
West Dade sold a 4 acre outparcel of land at Miami International Mall
in December 1994 for a net sales price of approximately $1,466,000 after
certain selling costs, of which the Partnership's share was approximately
$37,000. For financial reporting purposes, West Dade has recognized a gain
in 1994 of approximately $1,195,000, of which the Partnership's share is
approximately $30,000. For income tax purposes, West Dade has recognized a
gain in 1994 of approximately $985,000, of which the Partnership's share is
approximately $30,000.
On April 8, 1996, DeBartolo Realty Partnership, L.P. ("DeBartolo"),
the unaffiliated venture partner in West Dade, purchased 100% of the
Partnership's interest (i.e., a 2.547% interest) in West Dade for
$1,368,888 (paid in cash at closing), subject to proration. DeBartolo also
assumed the Partnership's proportionate share of obligations and
liabilities of West Dade from and after March 31, 1996, the effective date
of the transaction. The terms of the sale were determined by arm's-length
negotiations.
In addition, West Dade agreed to indemnify the Partnership generally
from and against claims and liabilities incurred by the Partnership in
connection with West Dade or its property after the effective date of the
sale. As a result of the sale, the Partnership recognized a gain of
approximately $1,002,000 for Federal income tax purposes and recognized a
gain of approximately $805,000 for financial reporting purposes in 1996.
In addition, the Partnership made a distribution of sales proceeds related
to this transaction of $20 per Interest in August 1996.
The shopping center was managed by an affiliate of the venture
partner. The manager was paid an annual fee equal to 4-1/2% of the net
operating income of the shopping center.
PARTNERSHIP AGREEMENT
Net profits or losses of the Partnership from operations generally are
to be allocated 90% to the Limited Partners and 10% to the General
Partners. Profits or losses for Federal income tax purposes from the sale
or refinancing of properties generally are allocated 99% to the Limited
Partners and 1% to the General Partners, except that net profits from the
sale of properties are additionally allocated to the General Partners (i)
to the extent that cash distributions to the General Partners of sale
proceeds from such sale as described under the cash distributions below
exceed the aforesaid 1% of such profits and (ii) in order to reduce
deficits, if any, in the General Partners' capital accounts to a level
consistent with the gain anticipated to be realized from the sale of
properties.
The General Partners have made capital contributions of $20,000 to the
Partnership and are not required to make any additional capital
contributions except under certain limited circumstances upon dissolution
and termination of the Partnership. Distributable cash, as defined in the
Partnership Agreement, from operations are to be allocated 90% to the
Limited Partners and 10% to the General Partners, however distributions to
the General Partners are subject to receipt by the Limited Partners of a
stipulated return on their average adjusted capital contribution. Sale or
refinancing proceeds are to be distributed 99% to the Limited Partners
until the Limited Partners have received their contributed capital plus a
stipulated return thereon. The General Partners are to then receive 100%
of the sale or refinancing proceeds until they receive amounts equal to (i)
the cumulative deferral of their 10% distribution of disbursable cash and
(ii) 3% of the selling prices of all properties which have been sold,
subject to certain limitations. Any remaining sale or refinancing proceeds
are to then be distributed 85% to the Limited Partners and 15% to the
General Partners; however, the General Partners receipt of any amounts
under (i) and (ii) above and their receipt of 15% of such sale and
refinancing proceeds is subject to the receipt by the Limited Partners of
an additional stipulated return on the average adjusted capital contribu-
tion of holders of Interests for such period. As the Limited Partners are
currently expected to receive significantly less than their original
investment, approximately $306,000 of distributable cash has been deferred
by the General Partners.
LEASES
At December 31, 1996, the Partnership's principal wholly-owned asset
is the Fashion Square Shopping Center. The Partnership has determined that
all leases relating to this property are properly classified as operating
leases; therefore, rental income is reported when earned and the cost of
the property and improvements, excluding the cost of the land, is
depreciated over their estimated useful lives. Leases with tenants range
from one to fifteen years and provide for fixed minimum rent and partial
reimbursement of operating costs. In addition, a majority of the shopping
center leases provide for additional rent based upon a percentage of the
tenants' sales volume. A substantial portion of the ability of retail
tenants to honor their leases is dependent upon the retail economic sector.
Minimum lease payments, including amounts representing executory costs
(e.g., taxes, maintenance, insurance) and any related profit, to be
received in the future under the above operating lease agreements relating
to the shopping center are as follows:
1997 . . . . . . . $ 893,710
1998 . . . . . . . 796,377
1999 . . . . . . . 578,533
2000 . . . . . . . 384,158
2001 . . . . . . . 57,285
Thereafter . . . . 374,078
----------
Total. . . . . $3,084,141
==========
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of December 31, 1996, 1995 and 1994 are as follows:
UNPAID AT
DECEMBER 31,
1996 1995 1994 1996
-------- ------- -------------------
Property management
and leasing fees. . $ 39,116 39,068 45,898 1,754
Insurance commissions 2,749 2,690 2,690 --
Reimbursement (at cost)
for accounting
services. . . . . . 4,825 23,819 25,956 4,825
Reimbursement (at cost)
for portfolio manage-
ment services . . . 7,981 28,176 -- 7,981
Reimbursement (at cost)
for legal services. 3,752 1,447 1,406 3,752
Reimbursement (at cost)
for administrative
charges and other
out-of-pocket
expenses. . . . . . 22,328 21,499 7,373 --
-------- ------- ------- ------
$ 80,751 116,699 83,323 18,312
======== ======= ======= ======
According to the terms of the Partnership Agreement, the General
Partners have deferred payment of their distributions of net cash flow from
the Partnership. All amounts deferred or currently payable do not bear
interest.
INVESTMENT IN UNCONSOLIDATED VENTURE
Summary combined financial information for JMB/Miami and West Dade as
of and for the year ended December 31, 1995 is as follows:
1995
--------------
Current assets . . . . . . . . . . . . . . $ 2,057,641
Current liabilities. . . . . . . . . . . . (400,038)
------------
Working capital. . . . . . . 1,657,603
Investment property, net . . . . . . . . . 43,929,507
Other assets, net. . . . . . . . . . . . . 1,399,046
Other liabilities. . . . . . . . . . . . . (96,797)
Long-term debt . . . . . . . . . . . . . . (47,500,000)
Venture partners' capital. . . . . . . . . 1,216,513
------------
Partnership's capital. . . . $ 605,872
============
Represented by:
Invested capital . . . . . . . . . . . . $ 1,126,598
Cumulative distributions . . . . . . . . (493,746)
Cumulative losses. . . . . . . . . . . . (26,980)
------------
Total Partnership Capital. . . . . . . . . $ 605,872
============
Total income . . . . . . . . . . . . . . . $ 13,082,009
============
Expenses applicable to operating income. . $ 9,712,989
============
Gain on sale of outparcel of land. . . . . $ --
============
Net income . . . . . . . . . . . . . . . . $ 3,369,020
============
Also, for the year ended December 31, 1994, total income, expenses
applicable to operating loss, gain on sale of outparcel of land and net
income were $12,774,844, $9,717,952, $1,195,670 and $4,252,562,
respectively, for JMB/Miami and West Dade.
<TABLE>
SCHEDULE III
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
<CAPTION>
COST
CAPITALIZED
INITIAL COST TO SUBSEQUENT GROSS AMOUNT AT WHICH CARRIED
PARTNERSHIP (A) TO ACQUISITION AT CLOSE OF PERIOD (B)
--------------------------------------- ----------------------------------------
BUILDINGS LAND AND PROVISION BUILDINGS
AND BUILDINGS AND FOR VALUE AND
ENCUMBRANCE LAND IMPROVEMENTS IMPROVEMENTS IMPAIRMENT(C) LAND IMPROVEMENTS TOTAL (D)
----------- --------- --------------------------------------- ---------------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fashion Square:
Skokie,
Illinois . $6,800,000 3,625,100 10,875,498 531,122 (3,500,000) 2,781,028 8,750,692 11,531,720
---------- --------- ---------- ------- ---------- ---------- --------- ----------
Total . $6,800,000 3,625,100 10,875,498 531,122 (3,500,000) 2,781,028 8,750,692 11,531,720
========== ========= ========== ======= ========== ========== ========= ==========
</TABLE>
<TABLE> SCHEDULE III - CONTINUED
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1996
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
DEPRECIATION(E) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
---------------- ------------ ---------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Fashion Square:
Skokie,
Illinois . . . . . . . $2,819,972 1984 2-14-89 5-30 YEARS 592,656
---------- --------
Total . . . . . . . $2,819,972 592,656
========== ========
<FN>
Notes:
(A) The initial cost to the Partnership represents the original purchase
price of the property, including amounts incurred subsequent to
acquisition which were contemplated at the time the property was acquired.
(B) The aggregate cost of real estate owned at December 31, 1996 for
Federal income tax purposes was $15,273,744.
(C) A provision for value impairment of $3,500,000 was recorded
September 30, 1995 at the Fashion Square investment property.
</TABLE>
<TABLE> SCHEDULE III - CONTINUED
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
(D) Reconciliation of real estate owned:
<CAPTION>
1996 1995 1994
-------------- ------------- -------------
<S> <C> <C> <C>
Balance at beginning of period. . . . . $11,531,720 14,976,720 14,783,190
Additions during period . . . . . . . . -- 55,000 193,530
Provision for value impairment. . . . . -- (3,500,000) --
----------- ----------- -----------
Balance at end of period. . . . . . . . $11,531,720 11,531,720 14,976,720
=========== =========== ===========
(E)Reconciliation of accumulated depreciation:
Balance at beginning of period. . . . . $ 2,529,282 2,171,194 1,799,258
Depreciation expense. . . . . . . . . . 290,690 358,088 371,936
----------- ----------- -----------
Balance at end of period. . . . . . . . $ 2,819,972 2,529,282 2,171,194
=========== =========== ===========
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes of, or disagreements with, accountants during
1996 and 1995.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Corporate General Partner of the Partnership, Income Growth
Managers, Inc., an Illinois corporation, is wholly-owned by Northbrook
Corporation, a Delaware Corporation, substantially all of the outstanding
shares of which are owned by JMB Realty Corporation, a Delaware Corporation
("JMB"), and certain of its officers, directors, members of their families
and affiliates. Substantially all of the shares of JMB are owned by its
officers, directors, members of their families and affiliates. The
Corporate General Partner has responsibility for all aspects of the
Partnership's operations, subject to the requirement that purchases and
sales of real property investments must be approved by the Associate
General Partner of the Partnership, Realty Income Associates, L.P., a
Delaware limited partnership, which approval requires the consent of its
partners, Realty Income Partners, L.P. (an affiliate of JMB) and IDS Realty
Corporation. The Partnership is subject to certain conflicts of interest
arising out of its relationships with the General Partners and their
affiliates as well as the fact that the General Partners and their
affiliates are engaged in a range of real estate activities. Certain
services have been and may in the future be provided to the Partnership or
its investment properties by affiliates of the General Partners, including
property management services and insurance brokerage services. In general,
such services are to be provided on terms no less favorable to conditions
and restrictions contained in the Partnership than could be obtained from
independent third parties and are otherwise subject to the Partnership
Agreement. The Partnership Agreement permits the General Partners and
their affiliates to provide services to, and otherwise deal and do business
with, persons who may be engaged in transactions with the Partnership, and
permits the Partnership to borrow from, purchase goods and services from,
and otherwise to do business with, persons doing business with the General
Partners or their affiliates. The General Partners and their affiliates
may be in competition with the Partnership under certain circumstances,
including, in certain geographical markets, for tenants for properties
and/or for the sale of properties. Because the timing and amount of cash
distributions and profits and losses of the Partnership may be affected by
various determinations by the General Partners under the Partnership
Agreement, including whether and when to sell or refinance a property, the
establishment and maintenance of reasonable reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have a conflict of interest with
respect to such determinations.
The director and the executive and certain other officers of the
Corporate General Partner of the Partnership are as follows:
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Judd D. Malkin Chairman 2/19/87
Neil G. Bluhm President 2/19/87
H. Rigel Barber Vice President 8/09/88
Gailen J. Hull Vice President 1/01/90
Howard Kogen Vice President 2/19/87
Treasurer 1/01/91
Controller 1/01/91
Gary Nickele Vice President 2/19/87
General Counsel 2/19/87
Director 12/18/90
There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Corporate General Partner to be held
on June 7, 1997. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Corporate General Partner to be held on June 7,
1997. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
The foregoing director and officers are also officers and/or directors
of various affiliated companies including JMB which is the corporate
general partner of Carlyle Real Estate Limited Partnership-VII
("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX ("Carlyle-IX"),
Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"), Carlyle Real
Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real Estate Limited
Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV
("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI ("Carlyle-
XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-XVII"), JMB
Mortgage Partners, Ltd.-III ("Mortgage Partners-III"), JMB Mortgage
Mangers-IV, Inc. (the corporate general partner of JMB Mortgage Partners,
Ltd.-IV ("JMB Mortgage Partners-IV"), JMB Income Properties, Ltd.-IV ("JMB
Income-IV"), JMB Income Properties, Ltd.-V ("JMB Income-V"), JMB Income
Properties, Ltd.-VI ("JMB Income-VI"), JMB Income Properties, Ltd.-VII
("JMB Income-VII"), JMB Income Properties, Ltd.-X ("JMB Income-X"), JMB
Income Properties, Ltd.-XI, ("JMB Income-XI"), JMB Income Properties,
Ltd.-XII ("JMB Income-XII"), and JMB Income Properties, Ltd.-XIII ("JMB
Income-XIII"), Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB
Partners, L.P. ("Arvida")) and Arvida/JMB Managers-II, Inc. (the managing
general partner of Arvida/JMB Partners, L.P.-II ("Arvida-II")). JMB is
also the sole general partner of the associate general partner of most of
the foregoing partnerships. Most of such directors and officers are also
partners of certain partnerships which are associate general partners in
the following real estate limited partnerships: Carlyle-VII, Carlyle-IX,
Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV,
Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB Income-VII, JMB Income-X, JMB
Income-XI, JMB Income-XII, JMB Income-XIII, Mortgage Partners-III, Mortgage
Partners-IV, Carlyle Income Plus and Carlyle Income Plus-II.
The business experience during the past five years of each such
director and officer of the Corporate General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 59) is Chairman of the Board and a director of
JMB. He is also an individual general partner of JMB Income-IV and JMB
Income-V. Mr. Malkin has been associated with JMB since October 1969. Mr.
Malkin is a director of Urban Shopping Centers, Inc. ("USC, Inc."), an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers. He is a Certified Public
Accountant.
Neil G. Bluhm (age 59) is President and a director of JMB. He is also
an individual general partner of JMB Income-IV and JMB Income-V. Mr. Bluhm
has been associated with JMB since August 1970. Mr. Bluhm is a director of
USC, Inc. He is a member of the Bar of the State of Illinois and a
Certified Public Accountant.
H. Rigel Barber (age 47) is Chief Executive Officer of JMB. Mr.
Barber has been associated with JMB since March 1982. He holds a J.D.
degree from the Northwestern Law School and is a member of the Bar of the
State of Illinois.
Gailen J. Hull (age 48) is Senior Vice President of JMB. Mr. Hull has
been associated with JMB since March 1982. He holds a Master's degree in
Business Administration from Northern Illinois University and is a
Certified Public Accountant.
Howard Kogen (age 61) is Senior Vice President and Treasurer of JMB.
Mr. Kogen has been associated with JMB since March 1973. He is a Certified
Public Accountant.
Gary Nickele (age 44) is Executive Vice President and General Counsel
of JMB. Mr. Nickele has been associated with JMB since February 1984. He
holds a J.D. degree from the University of Michigan Law School. He is a
member of the Bar of the State of Illinois.
ITEM 11. EXECUTIVE COMPENSATION
The officers and directors of the Corporate General Partner receive no
current or proposed direct remuneration in such capacities. The General
Partners of the Partnership are entitled to receive a share of cash
distributions, when and as cash distributions are made to the Investors,
and a share of profits or losses. No such cash distributions were paid to
the General Partners in 1996. The General Partners received a share of
Partnership net earnings for tax purposes aggregating $9,329 in 1996.
An affiliate of the Corporate General Partner provided property
management services to the Partnership for the Fashion Square Shopping
Center, at fees calculated at 4% of gross receipts (as defined) from the
property. In 1996, such affiliate earned property management fees
amounting to $39,116 for such services, of which $1,754 was unpaid as of
December 31, 1996. As set forth in the Prospectus of the Partnership, the
Corporate General Partner must negotiate such agreements on terms no less
favorable to the Partnership than those customarily charged for similar
services in the relevant geographical area (but in no event at rates
greater than 6% of the gross income from a property).
JMB Insurance Agency, Inc., an affiliate of the Corporate General
Partner, received insurance brokerage commissions in 1996 aggregating
$2,749 in connection with the providing of insurance coverage for the
Fashion Square Shopping Center. Such commissions are at rates set by
insurance companies for the classes of coverage involved.
The Corporate General Partner of the Partnership may be reimbursed for
its salaries, salary-related and direct expenses relating to the
administration of the Partnership and the operation of the Partnership's
real property investments. In 1996, an affiliate of the General Partners
was due reimbursement for such administrative services, accounting
services, portfolio management services, legal services and out-of-pocket
expenses in the amount of $38,886, $16,558 of which was unpaid as of
December 31, 1996.
The Partnership is permitted to engage in various transactions
involving affiliates of the Corporate General Partner of the Partnership.
The relationship of the Corporate General Partner (and its director and
officers) to its affiliates is set forth above in Item 10 above.
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No person or group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.
(b) The Corporate General Partner, its officers and director and the Associate General Partner own the
following Interests of the Partnership:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests Corporate General -- --
Partner, its
officers and directors
and the Associate
General Partner as
a group
<FN>
No officer or director of the Corporate General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning ownership of the Corporate General Partner.
(c) There exists no arrangement known to the Partnership the operation of which may at a subsequent date
result in a change in control of the Partnership.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Corporate General Partner, affiliates or their management other than
those described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements (See Index to Financial Statements
filed with this annual report).
(2) Exhibits.
3-A. As filed with the Commission pursuant to Rules 424(b) and
424(c), the Prospectus of the Partnership dated August 6, 1987 as
supplemented is hereby incorporated by reference to Exhibit 3-A to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-17699)
dated March 19, 1993.
3-B. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, is incorporated herein by reference
to Exhibit 3-B to the Partnership's report for December 31, 1992 on Form
10-K (File No. 0-17699) dated March 19, 1993.
4-A. Assignment Agreement set forth as Exhibit B to the
Prospectus is hereby incorporated by reference to Exhibit 4-A to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-17699)
dated March 19, 1993.
4-B. Documents relating to the loan agreement and letter of
credit agreement secured by a non-recourse mortgage on Fashion Square
Shopping Center are incorporated by reference to the Partnership's
Registration Statement on Form S-11 dated August 6, 1987 (as amended) (File
no. 33-12561).
4-C. Letter of credit agreement extension document secured by a
non-recourse mortgage on the Fashion Square Shopping Center are hereby
incorporated by reference to the Partnership's report on Form 10-K (File
No. 0-17699) for December 31, 1994 dated March 21, 1995.
4-D. Documents relating to the replacement Irrevocable Direct
Pay Letter of Credit and exhibits thereto and the Reimbursement Agreement
and exhibits thereto dated March 30, 1995, are hereby incorporated by
reference to the Partnership's report on Form 10-Q (File No. 0-17699) for
March 31, 1995 dated May 11, 1995.
10-A.Acquisition documents relating to the purchase by the
Partnership of the Fashion Square Shopping Center in Skokie, Illinois (a
suburb north of Chicago) are incorporated by reference to the Partnership's
Registration Statement on Form S-11 dated August 6, 1987 (as amended) (File
No. 33-12561).
Although certain additional long-term debt instruments of the
Registrant have been excluded from Exhibit 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such agreements
to the SEC upon request.
(b) No reports on Form 8-K have been filed since the beginning of the
last quarter of the period covered by this report.
No annual report for the year 1996 or proxy material has been sent to
the Partners of the Partnership. An annual report will be sent to the
Partners subsequent to this filing.
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.
IDS/JMB BALANCED INCOME GROWTH, LTD.
By: Income Growth Managers, Inc.
Corporate General Partner
GAILEN J. HULL
By: Gailen J. Hull
Vice President
Date: March 21, 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.
By: Income Growth Managers, Inc.
Corporate General Partner
JUDD D. MALKIN
By: Judd D. Malkin, Chairman
Principal Financial Officer
Date: March 21, 1997
NEIL G. BLUHM
By: Neil G. Bluhm, President
Principal Executive Officer
Date: March 21, 1997
GARY NICKELE
By: Gary Nickele, Vice President, General Counsel
and Director
Date: March 21, 1997
GAILEN J. HULL
By: Gailen J. Hull, Vice President
Principal Accounting Officer
Date: March 21, 1997
IDS/JMB BALANCED INCOME GROWTH, LTD.
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------ ----
3-A. The Prospectus of the Partnership
dated August 6, 1987 as
supplemented. Yes
3-B. Amended and Restated Agreement of
Limited Partnership Yes
4-A. Assignment Agreement Yes
4-B. Documents relating to loan
agreement and letter of credit
agreement Yes
4-C. Document relating to the
letter of credit agreement
extension Yes
4-D. Documents relating to the
replacement Irrevocable Direct
Pay Letter of Credit and
Reimbursement Agreement Yes
10-A. Acquisition documents relating
to the purchase by the
Partnership of the Fashion
Square Shopping Center in
Skokie, Illinois (a suburb
north of Chicago) are
incorporated by reference
to the Partnership's Registration
Statement on Form S-11 dated
August 6, 1987 (as amended)
(File No. 33-12561) Yes
27. Financial Data Schedule No
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
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0
0
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