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, 1997 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
<PAGE>
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 . . . . . . . 8
Item 7A. Quantitative and Qualitative
Disclosure About Market Risk. . . . . . 10
Item 8. Financial Statements and
Supplementary Data. . . . . . . . . . . 11
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure. . . . . . . . . . 28
PART III
Item 10. Directors and Executive Officers
of the Partnership. . . . . . . . . . . 28
Item 11. Executive Compensation. . . . . . . . . 30
Item 12. Security Ownership of Certain
Beneficial Owners and Management. . . . 31
Item 13. Certain Relationships and
Related Transactions. . . . . . . . . . 32
PART IV
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K . . . . . . . . 32
SIGNATURES . . . . . . . . . . . . . . . . . . . . 34
i
<PAGE>
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 of 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 was 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. As of December 31, 1997, all of the Partnership's
investments in real estate have been sold. The Partnership's real estate
investments were located in Skokie (Chicago), Illinois and Miami, Florida,
and it had 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, were
held for working capital, distributed or reinvested in existing properties
rather than invested in acquiring additional properties. Reference is also
made to Item 7.
The Partnership made the real property investments set forth in the
following table:
<PAGE>
<TABLE>
<CAPTION>
SALE OR
NAME, TYPE OF PROPERTY DATE OF DISPOSITION
AND LOCATION SIZE PURCHASE DATE TYPE OF OWNERSHIP
- ---------------------- ---------- -------- --------------- -----------------
<S> <C> <C> <C> <C>
1. Fashion Square
Shopping Center
Skokie, Illinois 84,600 2/14/89 12/30/97 fee ownership of land and
sq.ft. g.l.a. improvements (b)
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) (a)
<FN>
(a) 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.
(b) This property has been sold. Reference is made to the Notes for a description of the sale of such
real property investment.
</TABLE>
<PAGE>
The Partnership's real property investments were subject to competi-
tion from similar types of properties (including, in certain areas,
properties owned by affiliates of the General Partners) in the respective
vicinities in which they were located. Such competition was generally for
the retention of existing tenants. Additionally, the Partnership was in
competition for new tenants in markets where significant vacancies were
present. Approximate occupancy levels for the property are set forth in
Item 2 below to which reference is hereby made. The Partnership maintained
the suitability and competitiveness of its properties in their markets
primarily on the basis of effective rents, tenant allowances and service
provided to tenants.
On December 30, 1997, the Partnership sold the land and related
improvements of the Fashion Square Shopping Center. Reference is made to
the Notes for a further description of such transaction.
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 owned 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 1997 and 1996 for the Partnership's investment property owned during
1997:
<PAGE>
<TABLE>
<CAPTION>
1996 1997
--------------------------------------------------
Principal At At At At At At At At
Business 3/31 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 78% 79% 79% 82% 77% 55% 79% N/A
<FN>
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter.
</TABLE>
<PAGE>
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 1997 and 1996.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1997, there were 1,134 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 restricted the use by the Partnership of
the cash flow from that property as more fully discussed in the Notes.
Reference is made to Item 7 below for a discussion of unsolicited
tender offers received from unaffiliated third parties.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
DECEMBER 31, 1997, 1996, 1995, 1994 AND 1993
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1997 1996 1995 1994 1993
----------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total income . . . . . .$ 1,533,032 1,604,356 1,735,312 1,895,928 1,972,623
=========== ========== ========== ========== ==========
Earnings (loss) before
gains on sales of
investment properties .$ (373,448) (88,091) (3,524,346) 310,769 432,920
Gain on sale of
investment property . . 23,973 -- -- -- --
Gain on sale of land by
and interest in uncon-
solidated venture . . . -- 805,241 -- 30,454 35,272
----------- ---------- ---------- ---------- ----------
Earnings (loss) before
Partnership's share of
extraordinary item
from unconsolidated
venture . . . . . . . . (349,475) 717,150 (3,524,346) 341,223 468,192
Partnership's share of
extraordinary item
from unconsolidated
venture . . . . . . . . -- -- -- -- (51,331)
----------- ---------- ---------- ---------- ----------
Net earnings
(loss). . . . . . .$ (349,475) 717,150 (3,524,346) 341,223 416,861
=========== ========== ========== ========== ==========
<PAGE>
1997 1996 1995 1994 1993
----------- ---------- ---------- ---------- ----------
Net earnings (loss) per
Interest (b):
Earnings (loss) before
gains on sales of
investment properties$ (7.07) (1.67) (66.73) 5.88 8.19
Gain on sale of
investment property -- -- -- -- --
Gain on sale of land by
and interest in uncon-
solidated venture . -- 16.77 -- .63 .67
Partnership's share of
extraordinary item
from unconsolidated
venture . . . . . . -- -- -- -- (.97)
----------- ---------- ---------- ---------- ----------
Net earnings (loss)
per Interest . . .$ (7.07) 15.10 (66.73) 6.51 7.89
=========== ========== ========== ========== ==========
Total assets . . . . . .$ 3,546,325 11,447,604 11,711,899 15,567,889 15,634,113
Long-term debt . . . . .$ -- 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
=========== ========== ========== ========== ==========
<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>
<PAGE>
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 $10,284,000 (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 had been made aware that in mid-January and early
February 1998 an unaffiliated third party made an unsolicited tender offer
to some of the Holders of Interests. These offers each sought to purchase
up to 4.9% of the Interests in the Partnership for $40 per Interest. These
offers both expired in the latter part of February 1998. The Partnership
recommended against acceptance of these offers on the basis that, among
other things, the offer prices were inadequate.
At December 31, 1997, the Partnership had cash and cash equivalents of
approximately $3,500,000. In February 1998, approximately $2,140,000 ($45
per Interest) was distributed to the Limited Partners representing nearly
all of the sale proceeds from the sale of the Fashion Square Shopping
Center investment property. As the Partnership's last remaining real
estate investment was sold in December 1997, the remaining funds will be
held to pay for the Partnership's remaining expenses and liabilities with
any remaining amounts expected to be distributed in 1998 to the Limited
Partners upon liquidation of the Partnership pursuant to the provisions of
the Partnership Agreement. In connection with this sale and as is
customary in such transactions, certain representations and warranties were
made to the buyer of the Fashion Square Shopping Center (in the maximum
amount of $400,000) as discussed more fully in the Notes. Distributions
to the General Partners have been deferred and will not be paid due to the
subordination requirements of the Partnership Agreement as discussed in the
Notes.
JMB/MIAMI - MIAMI INTERNATIONAL MALL
On April 8, 1996, the Partnership sold 100% of its 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 ($20
per Interest) of sales proceeds to the Limited Partners. Reference is made
to the Notes for a further description of such event.
FASHION SQUARE SHOPPING CENTER
On December 30, 1997, the Partnership sold the land and related
improvements of the Fashion Square Shopping Center for $9,255,000 (before
selling costs). Reference is made to the Notes for a further description
of such event.
GENERAL
The affairs of the Partnership are expected to be wound up in 1998,
barring unforeseen economic developments. However, the Partnership's goal
of capital appreciation will not be achieved. Although some portion of the
Limited Partners' original capital was received from the distribution of
the sale proceeds of the Partnership's last investment property, Fashion
Square Shopping Center, in February 1998, the Limited Partners will receive
significantly less than their original investment. Due to the significant
amount of tenant improvements and lease commissions budgeted in 1997, and
the original restrictions placed by the lender on the use of the cash
collateral account, the Partnership ceased making operating distributions
to Limited Partners beginning in 1997.
<PAGE>
RESULTS OF OPERATIONS
The increase in cash and cash equivalents and the decrease in various
other assets and liabilities at December 31, 1997 as compared to
December 31, 1996 is due primarily to the sale of the Fashion Square
Shopping Center and the temporary investment of the net sale proceeds from
this sale, as discussed above and more fully in the Notes.
The decrease in rental income for the year ended December 31, 1997 as
compared to the year ended December 31, 1996 and the decrease in rental
income for the year ended December 31, 1996 as compared to the year ended
December 31, 1995 is primarily due to lower average occupancy at the
Fashion Square Shopping Center in 1997 and 1996. Such decrease was
substantially offset by the receipt in 1997 of lease termination fees from
certain tenants 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 held by the letter of credit issuer for the Fashion Square Shopping
Center due to the required funding of $30,000 per month.
The decrease in mortgage and other interest for the years ended
December 31, 1997 and 1996 as compared to the year ended December 31, 1995
is primarily due to lower letter of credit fees coupled with a decline in
the average floating interest rate (4.525% at December 30, 1997 and 4.375%
at December 31, 1996 as compared to 5.50% at December 31, 1995) on the
municipal bonds secured by the Fashion Square Shopping Center.
The decrease in depreciation expense for the year ended December 31,
1997 as compared to the year ended December 31, 1996 is due to the
classification of the Partnership's investment in the Fashion Square
Shopping Center as held for sale or disposition at December 31, 1996 and
the corresponding suspension of depreciation in 1997. 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 increase in amortization of deferred expenses for the year ended
December 31, 1997 as compared to the year ended December 31, 1996 is due
primarily to the amortization in 1997 of the remaining costs associated
with the Partnership's replacement letter of credit obtained for the
Fashion Square Shopping Center, as discussed more fully in the Notes. The
decrease in amortization of deferred expenses for the year ended
December 31, 1996 as compared to December 31, 1995 is due to the
recognition of extension fees associated with the replacement letter of
credit for the Fashion Square Shopping Center in 1995.
The provision for value impairment for the year ended December 31,
1997 represents a $600,000 provision recorded for the Fashion Square
Shopping Center at September 30, 1997 as discussed more fully in the Notes.
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 venture for the year ended December 31, 1997 as compared to
the year ended December 31, 1996 and the year ended December 31, 1996 as
compared to the year ended December 31, 1995 is due to the sale of its
partnership interest in the Miami International Mall on April 8, 1996.
The gain on sale of investment property for the year ended
December 31, 1997 is due to the sale of the Fashion Square Shopping Center
in December 1997.
The Partnership's 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.
<PAGE>
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on the operations of the
Partnership. Due to the sale of the Partnership's last remaining
investment property in 1997 and the expected liquidation of the Partnership
during 1998, inflation is not expected to significantly impact future
operations.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not applicable.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
INDEX
Independent Auditors' Report
Balance Sheets, December 31, 1997 and 1996
Statements of Operations, years ended December 31,
1997, 1996 and 1995
Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1997, 1996 and 1995
Statements of Cash Flows, years ended December 31,
1997, 1996 and 1995
Notes to Financial Statements
SCHEDULES NOT FILED:
All schedules have been omitted as the required information is inapplicable
or the information is presented in the financial statements or related
notes.
<PAGE>
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.
These financial statements are the responsibility of the General Partners
of the Partnership. Our responsibility is to express an opinion on these
financial statements 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, 1997 and 1996, and the results
of its operations and its cash flows for each of the years in the three-
year period ended December 31, 1997, in conformity with generally accepted
accounting principles.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 25, 1998
<PAGE>
<TABLE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
ASSETS
------
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . $ 3,501,979 847,356
Interest, rents and other receivables. . . . . . . . . . . 22,033 131,710
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . -- 7,642
------------ ------------
Total current assets . . . . . . . . . . . . . . . 3,524,012 986,708
------------ ------------
Investment property held for sale or disposition . . . . . . -- 8,711,748
------------ ------------
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . 22,313 198,937
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . -- 1,550,211
------------ ------------
$ 3,546,325 11,447,604
============ ============
<PAGE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1997 1996
------------ -----------
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . $ 54,760 58,780
Accrued interest . . . . . . . . . . . . . . . . . . . . . -- 26,508
Unearned rents . . . . . . . . . . . . . . . . . . . . . . -- 116,246
Accrued real estate taxes. . . . . . . . . . . . . . . . . -- 592,656
------------ ------------
Total current liabilities. . . . . . . . . . . . . 54,760 794,190
------------ ------------
Tenant security deposits . . . . . . . . . . . . . . . . . . -- 12,374
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . -- 6,800,000
------------ ------------
Total liabilities. . . . . . . . . . . . . . . . . 54,760 7,606,564
------------ ------------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings (losses). . . . . . . . . . . (272,930) (259,558)
------------ ------------
(252,930) (239,558)
------------ ------------
Limited partners (47,534 Interests):
Capital contributions, net of offering costs. . . . . 10,284,207 10,284,207
Cumulative net earnings (losses). . . . . . . . . . . (1,919,998) (1,583,895)
Cumulative cash distributions . . . . . . . . . . . . (4,619,714) (4,619,714)
------------ ------------
3,744,495 4,080,598
------------ ------------
Total partners' capital accounts (deficits). . . . 3,491,565 3,841,040
------------ ------------
$ 3,546,325 11,447,604
============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Rental income. . . . . . . . . . . . . . . $ 1,456,654 1,499,883 1,666,805
Interest income. . . . . . . . . . . . . . 76,378 104,473 68,507
------------ ------------ ------------
1,533,032 1,604,356 1,735,312
------------ ------------ ------------
Expenses:
Mortgage and other interest. . . . . . . . 374,664 365,676 423,567
Depreciation . . . . . . . . . . . . . . . -- 290,690 358,088
Property operating expenses. . . . . . . . 634,117 797,083 785,555
Professional services. . . . . . . . . . . 53,519 65,208 40,580
Amortization of deferred expenses. . . . . 146,535 55,024 99,818
General and administrative . . . . . . . . 97,645 134,531 122,229
Provision for value impairment . . . . . . 600,000 -- 3,500,000
------------ ------------ ------------
1,906,480 1,708,212 5,329,837
------------ ------------ ------------
(373,448) (103,856) (3,594,525)
Partnership's share of operations of
unconsolidated venture . . . . . . . . . . -- 15,765 70,179
------------ ------------ ------------
Earnings (loss) before gain on
sale . . . . . . . . . . . . . . (373,448) (88,091) (3,524,346)
Gain on sale of investment property. . . . . 23,973 -- --
Gain on sale of interest in unconsolidated
venture. . . . . . . . . . . . . . . . . . -- 805,241 --
------------ ------------ ------------
Net earnings (loss). . . . . . . . $ (349,475) 717,150 (3,524,346)
============ ============ ============
Net earnings per limited partnership interest:
Earnings (loss) before gain on sale. . . $ (7.07) (1.67) (66.73)
Gain on sale of investment property. . . -- -- --
Gain on sale of interest in unconsolidated
venture. . . . . . . . . . . . . . . . -- 16.77 --
------------ ------------ ------------
Net earnings (loss). . . . . . . . $ (7.07) 15.10 (66.73)
============ ============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (47,534 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ----------------------- -------------------------------- ------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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)
----------------- ---------- ---------------------------------- ----------------------
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)
------------------ ---------- ---------------------------------- ----------------------
<PAGE>
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 NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS)DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ----------------------- -------------------------------- ------------------------
Balance at
December 31,
1996. . . .20,000 (259,558) -- (239,558)10,284,207 (1,583,895) (4,619,714) 4,080,598
Net earn-
ings (loss)-- (13,372) -- (13,372) -- (336,103) -- (336,103)
Cash distri-
butions . .-- -- -- -- -- -- -- --
----------------- ---------- ---------------------------------- ----------------------
Balance at
December 31,
1997. . . .$20,000 (272,930) -- (252,930)10,284,207 (1,919,998) (4,619,714) 3,744,495
================== ========== ================================== ======================
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . $ (349,475) 717,150 (3,524,346)
Items not requiring (providing) cash or
cash equivalents:
Depreciation . . . . . . . . . . . . . . -- 290,690 358,088
Amortization of deferred expenses . . . 146,535 55,024 99,818
Partnership's share of operations of
unconsolidated venture . . . . . . . . -- (15,765) (70,179)
Gain on sale of investment property. . . (23,973) -- --
Gain on sale of interest in unconsolidated
venture. . . . . . . . . . . . . . . . -- (805,241) --
Provision for value impairment . . . . . 600,000 -- 3,500,000
Changes in:
Interest, rents and other receivables. . 82,596 (43,212) (17,111)
Prepaid expenses . . . . . . . . . . . . 7,642 5,332 (297)
Accounts payable . . . . . . . . . . . . (4,020) 2,233 (1,921)
Due to affiliates. . . . . . . . . . . . -- 18,898 (15,021)
Accrued interest . . . . . . . . . . . . (26,508) (1,744) 1,935
Accrued real estate taxes. . . . . . . . (592,656) -- (29,602)
Unearned rents . . . . . . . . . . . . . (116,246) 92,450 (49,365)
Security deposits. . . . . . . . . . . . (12,374) -- --
------------ ----------- -----------
Net cash provided by (used in)
operating activities . . . . . . (288,479) 315,815 251,999
------------ ----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases)
of short-term investments. . . . . . . . -- -- 1,270,338
Cash proceeds from sale of unconsolidated
venture, net of selling expenses . . . . -- 1,368,408 --
Additions to investment property . . . . . (793,141) -- (55,000)
Partnership's distributions from
unconsolidated venture . . . . . . . . . -- 58,470 135,628
Cash proceeds from sale of investment
property . . . . . . . . . . . . . . . . 2,241,718 -- --
Payment of deferred expenses . . . . . . . (55,686) (7,830) (204,509)
------------ ----------- -----------
Net cash provided by (used in)
investing activities . . . . . . 1,392,891 1,419,048 1,146,457
------------ ----------- -----------
<PAGE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996 1995
----------- ----------- -----------
Cash flows from financing activities:
Payment of deferred expenses . . . . . . . -- -- (35,700)
Escrow deposits, net of reimbursements . . 1,550,211 (413,648) (1,136,563)
Distributions to limited partners. . . . . -- (1,093,282) (237,670)
------------ ----------- -----------
Net cash provided by (used in)
financing activities . . . . . . 1,550,211 (1,506,930) (1,409,933)
------------ ----------- -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . 2,654,623 227,933 (11,477)
Cash and cash equivalents,
beginning of year. . . . . . . . 847,356 619,423 630,900
------------ ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . $ 3,501,979 847,356 619,423
============ =========== ===========
Supplemental disclosure of cash
flow information:
Cash paid for mortgage and
other interest . . . . . . . . . . . . . $ 401,172 367,420 421,632
============ =========== ===========
Non-cash investing and financing
activities:
Sale proceeds from sale of investment
property, net of selling expenses. . . $ 9,041,718 -- --
Assumption of long-term debt . . . . . . (6,800,000) -- --
------------ ----------- -----------
Cash proceeds from sale of
investment property. . . . . . . $ 2,241,718 -- --
============ =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
IDS/JMB BALANCED INCOME GROWTH, LTD.
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997, 1996 AND 1995
OPERATIONS AND BASIS OF ACCOUNTING
GENERAL
The Partnership owned a shopping center located in Skokie, Illinois.
Business activities consisted of rentals to a variety of retail companies,
and the sale of such real estate. The Partnership currently expects to
conduct an orderly liquidation of the remaining assets as quickly as
practicable and wind up its affairs in 1998, barring unforseen economic
developments.
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, 1997 and 1996 is summarized as follows:
<PAGE>
<TABLE>
<CAPTION>
1997 1996
-------------------------------------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . $ 3,546,325 5,143,405 11,447,604 16,730,728
Partners' capital
accounts (deficits):
General partners . . . . . . (252,930) (51,863) (239,558) 12,635
Limited partners . . . . . . 3,744,495 5,151,763 4,080,598 9,259,480
Net earnings (loss):
General partners . . . . . . (13,372) (64,498) (756) 9,329
Limited partners . . . . . . (336,103) (4,107,717) 717,906 923,589
Net earnings (loss) per
limited partner-
ship interest . . . . . . . . (7.07) (86.42) 15.10 19.43
=========== =========== =========== ===========
</TABLE>
<PAGE>
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 ($3,069,308 and $662,364 at December 31,
1997 and 1996, 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 consisted primarily of deferred lease commissions
and letter of credit fees which were amortized over their respective terms
using the straight-line method.
Although certain leases of the Partnership provided for tenant
occupancy during periods for which no rent was due and/or there were
increases in minimum lease payments over the term of the lease, the
Partnership accrued 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 had acquired, either directly or through a joint
venture, two shopping centers.
Depreciation on the Partnership's property had been provided over the
estimated useful lives of the various components as follows:
YEARS
-----
Building and improvements
-- straight-line. . . . . . . . 30
Personal property
-- straight-line. . . . . . . . 5
==
Maintenance and repairs were charged to operations as incurred.
Significant betterments and improvements were capitalized and depreciated
over their estimated useful lives.
<PAGE>
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 their carrying value could not be fully
recovered through estimated undiscounted future cash flows from their
operations and sale.
As of December 31, 1996, the Partnership committed to a plan to sell
the Fashion Square Shopping Center, its last remaining investment property.
Accordingly, the Partnership classified this property as held for sale in
the accompanying financial statements and the property was no longer
subject to continued depreciation after such date. The results of
operations for properties classified as held for sale or sold during the
past three years were ($222,784), $95,047 and ($3,453,195), respectively,
for the years ended December 31, 1997, 1996 and 1995. In addition, the
accompanying financial statements include $0, $15,765 and $70,179,
respectively, of the Partnership's share of total property operations of
$0, $309,476 and $1,377,681 of unconsolidated properties held for sale or
sold in the past three years.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. These standards became
effective for reporting periods after December 15, 1997. As the
Partnership's capital structure only has general and limited partnership
interests, the Partnership will not experience any significant impact on
its consolidated financial statements.
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 municipal
bonds of $6,800,000. On December 5, 1997, the Partnership entered into an
agreement (which was modified December 17, 1997 and December 26, 1997) to
sell the Property for a sale price of $9,255,000, which was received by the
Partnership at closing on December 30, 1997 as follows: $2,455,000 cash at
closing (before selling costs of approximately $256,000, net operating
prorations of approximately $595,000 and a tenant allowance of $325,000)
and the assumption by the purchaser of existing municipal bond mortgage
indebtedness totaling $6,800,000. The sale resulted in no significant gain
or loss to the Partnership for financial reporting purposes, primarily as a
result of value impairment provisions totaling $4,100,000 recorded by the
Partnership in 1995 and 1997. In addition, the Partnership recognized a
loss on sale of approximately $3,919,000 for Federal income tax reporting
purposes in 1997.
In connection with the sale of this property, as is customary in such
transactions, the Partnership agreed to certain representations and
warranties, with a stipulated survival period which expires May 15, 1998.
Although it is not expected, the Partnership may ultimately have some
liability under such representations and warranties which, in no event, is
to exceed $400,000, pursuant to the terms of the agreement.
<PAGE>
The municipal bonds assumed at the Partnership's original purchase of
the property were supported by a letter of credit with an original
expiration date of December 15, 1994 which was extended through 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. The Partnership paid a commitment fee equal to 1% of the
letter of credit amount at closing and paid 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 required monthly
deposits of $30,000 thereafter until the December 1, 1999 expiration.
Amounts were allowed to be drawn by the Partnership under certain
circumstances (as defined) from the collateral account for tenant
improvements and leasing costs at the Fashion Square Shopping Center. As
of December 30, 1997, $189,810 had been drawn from this account. Upon the
sale of the property and the assumption by the purchaser of the property's
existing mortgage debt, such collateral account with a balance of
approximately $1,781,000 at December 31, 1997 was released to the
Partnership (pursuant to the letter of credit agreement). The bonds bore
interest payable quarterly at a floating rate (4.525% and 4.375% per annum
at December 30, 1997 and at December 31, 1996, respectively). The
Partnership had the right, at any time, to convert the bonds through their
maturity date to the fixed prevailing market rate, subject to certain
restrictions. The bonds were scheduled to mature on December 1, 2014.
Based upon local market conditions and uncertainty concerning the
ability to recover the carrying value of the property through a proposed
sale, the Partnership, as a matter of prudent accounting practice, recorded
a provision for value impairment of $600,000 for this property at
September 30, 1997. Such provision was recorded to reflect the estimated
fair value, less costs to sell as applicable, of the property. 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 had 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 was 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.
<PAGE>
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.
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. Such provision was applied in 1997 to allocate the entire gain
on the sale of the Fashion Square Shopping Center to the General Partners
for financial reporting purposes only.
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 will
receive significantly less than their original investment, approximately
$306,000 of cash otherwise distributable to the General Partners will be
paid to the Limited Partners (or reserved for other Partnership
obligations).
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, 1997, 1996 and 1995 are as follows:
UNPAID AT
DECEMBER 31,
1997 1996 1995 1997
------- ------- -------------------
Property management
and leasing fees. . $41,496 39,116 39,068 3,317
Insurance commissions 1,541 2,749 2,690 --
Reimbursement (at cost)
for accounting
services. . . . . . 6,954 4,825 23,819 3,077
Reimbursement (at cost)
for portfolio manage-
ment services . . . 13,303 7,981 28,176 4,747
Reimbursement (at cost)
for legal services. 2,114 3,752 1,447 631
Reimbursement (at cost)
for administrative
charges and other
out-of-pocket
expenses. . . . . . 3,344 22,328 21,499 2,772
------- ------- ------- ------
$68,752 80,751 116,699 14,544
======= ======= ======= ======
All amounts deferred or currently payable to the General Partners or
its affiliates do not bear interest.
<PAGE>
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
============
SUBSEQUENT EVENT
In February 1998, the Partnership paid a distribution of $2,139,030
($45.00 per Interest) to the Limited Partners, which represented nearly all
of the sale proceeds from the December 1997 sale of the Fashion Square
Shopping Center. The General Partners will not receive their share of any
distributions, as discussed above.
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes of, or disagreements with, accountants during
1997 and 1996.
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 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 the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in 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. 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 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
<PAGE>
There is no family relationship among any of the foregoing director or
officers. The foregoing director has been elected to serve a one-year term
until the annual meeting of the Corporate General Partner to be held on
August 11, 1998. 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
August 11, 1998. There are no arrangements or understandings between or
among any of said director 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-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 Partners, Ltd.-IV ("JMB Mortgage Partners-IV"), Carlyle Income
Plus, Ltd. ("Carlyle Income Plus"), and Carlyle Income Plus, Ltd. - II
("Carlyle Income Plus-II") and the managing general partner of JMB Income
Properties, Ltd.-IV ("JMB Income-IV"), JMB Income Properties, Ltd.-V ("JMB
Income-V"), 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") and Arvida/JMB Managers,
Inc. (the general partner of Arvida/JMB Partners, L.P. ("Arvida")). JMB is
also the sole general partner of the associate general partner of most of
the foregoing partnerships. Most of such director and officers are also
partners, directly or indirectly, of certain partnerships which are
associate general partners in the following real estate limited
partnerships: Carlyle-VII, Carlyle-XI, Carlyle-XII, Carlyle-XIII,
Carlyle-XIV, Carlyle-XV, Carlyle-XVI, Carlyle-XVII, 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 60) 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 also 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 60) 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 principal
of Walton Street Real Estate Fund I, L.P. and 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 48) is Executive Vice President and 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.
<PAGE>
Gailen J. Hull (age 49) 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 62) 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 45) 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 and is a
member of the Bar of the State of Illinois.
ITEM 11. EXECUTIVE COMPENSATION
The officers and director 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 1997. The General Partners received a share of
Partnership net loss for tax purposes aggregating $64,498 in 1997.
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 1997, such affiliate earned property management fees
amounting to $41,496 for such services, of which $3,317 was unpaid as of
December 31, 1997. 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 1997 aggregating
$1,541 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 and its affiliates were entitled to
reimbursement (at cost) in 1997 for accounting services, portfolio
management services, legal services and for administrative charges and
other out-of-pocket expenses of $6,954, $13,303, $2,114 and $3,344,
respectively, of which $11,227 was unpaid at December 31, 1997.
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.
<PAGE>
<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 director
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>
<PAGE>
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).
10-B.Real Property Purchase Agreement between IDS/JMB Balanced
Income Growth, Ltd. and Inland Real Estate Acquisitions, Inc., dated
December 5, 1997.*
<PAGE>
10-C.Letter Agreement between IDS/JMB Balanced Income Growth,
Ltd. and Inland Real Estate Acquisition, Inc., dated December 26, 1997.*
27. Financial Data Schedule
(b) The following reports on Form 8-K have been filed since the
beginning of the last quarter of the period covered by this report.
The Partnership's Report for December 5, 1997 on Form 8-K
(File No. 0-17699) describing the sale of the Fashion Square Shopping
Center was filed. No financial statements were required to be filed
therewith.
- --------------------
* Hereby incorporated herein by reference to the Partnership's
Report on Form 8-K (File No. 0-17699) for December 5, 1997.
No annual report for the year 1997 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.
<PAGE>
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 25, 1998
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 25, 1998
NEIL G. BLUHM
By: Neil G. Bluhm, President
Principal Executive Officer
Date: March 25, 1998
GARY NICKELE
By: Gary Nickele, Vice President, General Counsel
and Director
Date: March 25, 1998
GAILEN J. HULL
By: Gailen J. Hull, Vice President
Principal Accounting Officer
Date: March 25, 1998
<PAGE>
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
10-B. Real Property Purchase Agreement
regarding the Partnership's sale
of the Fashion Square Shopping Center Yes
10-C. Letter Agreement regarding the
Partnership's sale of the
Fashion Square Shopping Center 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, 1997 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-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 3,501,979
<SECURITIES> 0
<RECEIVABLES> 22,033
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,524,012
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,546,325
<CURRENT-LIABILITIES> 54,760
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 3,491,565
<TOTAL-LIABILITY-AND-EQUITY>3,546,325
<SALES> 1,456,654
<TOTAL-REVENUES> 1,533,032
<CGS> 0
<TOTAL-COSTS> 780,652
<OTHER-EXPENSES> 151,164
<LOSS-PROVISION> 600,000
<INTEREST-EXPENSE> 374,664
<INCOME-PRETAX> (373,448)
<INCOME-TAX> 0
<INCOME-CONTINUING> (373,448)
<DISCONTINUED> 23,973
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (349,475)
<EPS-PRIMARY> (7.07)
<EPS-DILUTED> (7.07)
</TABLE>
