UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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Commission file number 0-16797
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IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Delaware 36-3497345
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2355 Waukegan Road
Bannockburn, Illinois 60015
- ---------------------------------------- -------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (847) 267-1600
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Securities registered pursuant to Section 12(b) of the Act: 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 ]
<PAGE>
PART I
Item 1. Business
- ----------------
IDS/Balcor Income Partners A Real Estate Limited Partnership (the "Registrant")
is a limited partnership formed in 1987 under the laws of the State of
Delaware. The Registrant raised $18,498,500 through the sale of 73,994 Limited
Partnership Interests to the public during 1987, 1988 and 1989. The
Registrant's operations consist exclusively of investment in and operation of
income producing real property, and all financial information included in this
report relates to this industry segment.
The Registrant utilized the net offering proceeds to acquire the two real
property investments described under "Properties" (Item 2). The Partnership
Agreement generally provides that the proceeds of any sale or refinancing of
the Registrant's properties will not be reinvested in new acquisitions.
Overall, the investment real estate market saw gradual improvement over the
last year. This improvement has taken place in an environment of generally low
interest rates and little or no new supply, parameters which may not exist in
the next few years. Demand for real estate space, while projected to improve in
line with the overall economy, is also vulnerable to external forces. The major
challenges facing the real estate industry today include increased
international competition, corporate restructurings, new computer and
communications technologies, an aging population and potential revisions of the
tax code. In addition, the increased flow of capital to real estate through new
vehicles such as commercial mortgage-backed securities and REITs could spur new
construction at unsupportable levels, as well as impact existing property
values.
Operationally, existing apartment properties continued to register occupancy
percentages in the 90s, with average rents rising at an annual rate of between
3 and 4 percent. Apartments are still considered one of the top real estate
asset classes in terms of performance. However, some markets are experiencing
new construction of rental units which, if unrestrained, could impact the
performance of existing properties. Most of the new construction is aimed at
the two segments of the rental market which are growing the fastest: low-income
households and upper-income households who prefer to rent rather than own. Of
all the major asset classes, apartments typically display the least volatility
in terms of property values.
The General Partner had previously advised limited partners that its strategy
was to sell the Registrant's properties over the next two year period. The
General Partner also stated that the timing of the liquidation could be
lengthened or shortened due to changes in market conditions, economic factors,
interest rates and unforeseen events. The General Partner now believes that the
market for multifamily housing properties has become increasingly favorable to
sellers of these properties. If current market conditions for sales remain
favorable, the liquidation of the Registrant's properties may be accelerated.
The Registrant received notice of an unsolicited offer for the purchase of
limited partnership interests ("tender offer") in November 1995. The tender
offer was made by Walton Street Capital Acquisition Co. L.L.C. ("Walton
Street"). Walton Street stated that their primary motive in making the offer
was to make a profit from the purchase of the interests. Walton Street acquired
3.14% of the total interests outstanding in the Registrant and assigned the
interests to its affiliate, WIG I/B Partners. The Registrant incurred
<PAGE>
administrative costs in responding to the tender offer and may incur additional
costs if additional tender offers are made in the future. The General Partner
cannot predict with any certainty what the impact of any future tender offers
will have on the operations or management of the Registrant.
The Registrant's properties are subject to certain competitive conditions in
the markets in which they are located. See Liquidity and Capital Resources for
additional information.
The Registrant, by virtue of its ownership of real estate, is subject to
federal and state laws and regulations covering various environmental issues.
Management of the Registrant utilizes the services of environmental consultants
to assess a wide range of environmental issues and to conduct tests for
environmental contamination as appropriate. The General Partner is not aware
of any potential liability due to environmental issues or conditions that would
be material to the Registrant.
The officers and employees of Balcor Affiliated Partners-87, Inc., the
Registrant's Managing General Partner, and IDS Realty Corporation, the
Registrant's Supervising General Partner, and their affiliates perform services
for the Registrant. The Registrant currently has no employees engaged in its
operations.
Item 2. Properties
- ------------------
The Registrant owns the properties described below:
Location Description of Property
- -------- -----------------------
Atlanta, Georgia Post Place Apartments: a 122-unit apartment
complex located on approximately 15 acres.
West Lafayette, Indiana Salem Courthouse Apartments: a 240-unit apartment
complex located on approximately 16 acres.
See Notes to Financial Statements for other information regarding real property
investments.
In the opinion of the General Partners, the Registrant has provided for
adequate insurance coverage for its real estate investment properties.
Item 3. Legal Proceedings
- -------------------------
The Registrant is not subject to any material pending legal proceedings, nor
were any such proceedings terminated during the fourth quarter of 1995.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
No matters were submitted to a vote of the Limited Partners of the Registrant
during 1995.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
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Matters
- -------
There has not been an established public market for Limited Partnership
Interests and it is not anticipated that one will develop. For information
regarding previous distributions, see Financial Statements, Statements of
Partners' Capital, and Management's Discussion and Analysis of Financial
Condition and Results of Operations - Liquidity and Capital Resources, below.
As of December 31, 1995, the number of record holders of Limited Partnership
Interests of the Registrant was 2,853.
Item 6. Selected Financial Data
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Year ended December 31,
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1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ----------
Total income $2,773,922 $2,596,525 $2,470,381 $2,322,085 $2,260,007
Net income 488,958 562,501 298,967 343,139 325,190
Net income
per Limited Partner-
ship Interest 6.54 7.53 4.00 4.59 4.35
Total assets 10,126,717 10,877,550 11,439,068 12,255,088 13,057,693
Distributions per
Limited Part-
nership Interest(A) 15.875 15.50 15.50 15.245 15.00
(A) No distributions of original capital were made in any of the last five
years.
Item 7. Management's Discussion and Analysis of Financial Condition and
- -----------------------------------------------------------------------
Results of Operations
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Operations
- ----------
Summary of Operations
- ---------------------
Primarily due to administrative expenses incurred during 1995 in connection
with a tender offer, net income decreased during 1995 as compared to 1994. Net
income increased in 1994 as compared to 1993 primarily due to improved
operations at the Post Place and Salem Courthouse apartment complexes, as well
as a decrease in depreciation expense at Salem Courthouse Apartments. Further
discussion of the operations of IDS/Balcor Income Partners A Real Estate
Limited Partnership (the "Partnership") is summarized below.
<PAGE>
1995 Compared to 1994
- ---------------------
Rental income increased during 1995 as compared to 1994 due to increased rental
rates at Post Place and Salem Courthouse apartments complexes.
Interest income on short-term investments increased during 1995 as compared to
1994 as a result of higher average interest rates.
Property operating expense increased in 1995 as compared to 1994 as a result of
exterior painting at Post Place and Salem Courthouse apartments complexes.
Real estate tax expense decreased in 1995 as compared to 1994 due to a decrease
in the tax rate from the taxing authorities of the Salem Courthouse Apartments.
This decrease was partially offset by a refund of 1992 real estate taxes
received in 1994, due to a reduction in the assessed value of the Post Place
Apartments.
The Partnership incurred legal, consulting, printing and postage costs in
connection with a tender offer during the fourth quarter of 1995. As a result,
administrative expenses increased during 1995 as compared to 1994.
1994 Compared to 1993
- ---------------------
Net income from Post Place Apartments increased during 1994 as compared to 1993
primarily due to increased rental income as a result of increased rental rates
and occupancy at the complex.
Net income from Salem Courthouse Apartments increased in 1994 as compared to
1993 primarily due to increased rental income as a result of increased rental
rates and occupancy at the complex. In addition, depreciation expense
decreased since personal property became fully depreciated in 1993. Repair and
maintenance expense also decreased due to exterior wood trim and asphalt
driveway repair work which had been substantially completed in 1993. These
decreases were partially offset by higher property operating expenses including
insurance and payroll costs.
Administrative expenses increased during 1994 as compared to 1993 primarily as
a result of higher accounting, portfolio management and data processing fees.
Liquidity and Capital Resources
- -------------------------------
The cash position of the Partnership decreased from December 31, 1994 to
December 31, 1995. The Partnership's operating activities consisted of cash
flow generated from property operations, net of administrative expenses. Cash
flow from operating activities along with Partnership reserves were used to
fund financing activities which consisted of quarterly distributions to Limited
Partners.
The Salem Courthouse and Post Place apartment complexes generated positive cash
flow during 1995 and 1994. The Partnership defines cash flow generated from its
properties as an amount equal to the property's revenue receipts less property
related expenditures.
The Salem Courthouse Apartments are located in West Lafayette, Indiana. The
property is in the submarket characterized as the west section of West
<PAGE>
Lafayette. The property contains 240 units, while the direct competition in the
submarket consists of five properties with approximately 1,500 total units. The
average occupancy for this submarket at comparable properties is 95%, while
Salem Courthouse Apartments had an occupancy of 94% at December 31, 1995. The
rental rates at the property are slightly higher than the average for
comparable properties in the submarket. There is currently no new construction
in the submarket.
The Post Place Apartments are located in Atlanta, Georgia. The property is in
the submarket characterized as northeast Atlanta (DeKalb County). The property
contains 122 units, while the direct competition in the submarket consists of
six properties with approximately 1,750 total units. The average occupancy for
this submarket at comparable properties is 96%, while Post Place Apartments had
an occupancy of 98% at December 31, 1995. The rental rates at the property are
consistent with the average for comparable properties in the submarket. The
construction of one new apartment complex containing 104 units was completed in
1995. This new property is considered to be in direct competition with Post
Place Apartments. While no new construction is anticipated for 1996 in this
submarket, Atlanta is the most active metro market in the country relative to
multi-family permits. Approximately 20,000 new units will be added to inventory
in a two year time period which began in 1995. The Atlanta market and this
submarket generally have high rental and occupancy rates.
The General Partner had previously advised limited partners that its strategy
was to sell the Partnership's properties over the next two year period. The
General Partner also stated that the timing of the liquidation could be
lengthened or shortened due to changes in market conditions, economic factors,
interest rates and unforeseen events. The General Partner now believes that the
market for multifamily housing properties has become increasingly favorable to
sellers of these properties. If current market conditions for sales remain
favorable, the liquidation of the Partnership's properties may be accelerated.
In January 1996, the Partnership made a distribution of $314,475 ($4.25 per
Interest) to the holders of Limited Partnership Interests for the fourth
quarter of 1995. The Partnership made four distributions totaling $15.875 per
Interest in 1995 and four distributions to Limited Partners totaling $15.50 per
Interest in 1994 and 1993. See Financial Statements-Statements of Partners'
Capital. Including the January 1996 distribution, investors have received
distributions of Net Cash Receipts of $111.995 per $250 Interest, as well as
certain tax benefits. The General Partners anticipate that the cash flow from
property operations should enable the Partnership to continue making quarterly
distributions to Limited Partners at the current level during 1996 although
there can be no assurances in this regard.
In 1995, the Financial Accounting Standards Board issued Statement No. 121
which establishes accounting standards for impairment of long-lived assets and
long-lived assets to be disposed of. This statement has been adopted by the
Partnership as of January 1, 1995, and did not have a material impact on the
financial position or results of operations of the Partnership.
Inflation has several types of potentially conflicting impacts on real estate
investments. Short-term inflation can increase real estate operating costs
which may or may not be recovered through increased rents and/or sales prices,
depending on general or local economic conditions. In the long-term, inflation
can be expected to increase operating costs and replacement costs and may lead
to increased rental revenues and real estate values.
<PAGE>
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
See Index to Financial Statements and Schedule in this Form 10-K.
The supplemental financial information specified by Item 302 of Regulation S-K
is not applicable.
The net effect of the differences between the financial statements and the tax
returns is summarized as follows:
December 31, 1995 December 31, 1994
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Financial Tax Financial Tax
Statements Returns Statements Returns
---------- --------- ---------- ---------
Total assets $10,126,717 $12,152,693 $10,877,550 $12,714,579
Partners' capital
accounts:
General Partners 19,342 39,386 14,452 32,606
Limited Partners 9,913,215 14,512,918 10,603,803 15,016,452
Net income:
General Partners 4,890 6,780 5,625 7,449
Limited Partners 484,068 671,122 556,876 737,460
Per Limited Part-
nership Interest 6.54 9.07 7.53 9.97
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
- --------------------
There have been no changes in or disagreements with accountants on any matter
of accounting principles, practices or financial statement disclosure.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
(a) The Registrant does not have a Board of Directors. However, Balcor
Affiliated Partners-87, Inc. and IDS Realty Corporation, the General Partners,
each have a Board of Directors. IDS Realty Corporation is a wholly-owned
subsidiary of IDS Management Corporation which is itself a wholly-owned
subsidiary of American Express Financial Corporation. The term of office as
directors of each of the General Partners is one year. Directors are elected at
the respective annual meeting of stockholders. The Board of Directors for
Balcor Affiliated Partners-87, Inc. consists of Thomas E. Meador and Brian D.
Parker. The Board of Directors for IDS Realty Corporation consists of Janis E.
Miller, Morris Goodwin, Wendell L. Halvorson, William N. Westhoff, and Lori J.
Larson. The names, ages and business experience for the directors are listed
below.
(b, c & e) The names, ages and business experience of the executive officers
and significant employees of the Managing General Partner of the Registrant are
as follows:
TITLE OFFICERS
----- --------
Chairman, President and Chief Thomas E. Meador
Executive Officer
Senior Vice President Alexander J. Darragh
Senior Vice President Josette V. Goldberg
Senior Vice President Alan G. Lieberman
Senior Vice President, Chief Brian D. Parker
Financial Officer, Treasurer
and Assistant Secretary
Senior Vice President John K. Powell, Jr.
Thomas E. Meador (July 1947) joined Balcor in July 1979. He is Chairman,
President and Chief Executive Officer and has responsibility for all ongoing
day-to-day activities at Balcor. He is a Director of The Balcor Company. He is
also Senior Vice President of American Express Company and is responsible for
its real estate operations worldwide. Prior to joining Balcor, Mr. Meador was
employed at the Harris Trust and Savings Bank in the commercial real estate
division where he was involved in various lending activities. Mr. Meador
received his M.B.A. degree from the Indiana University Graduate School of
Business.
Alexander J. Darragh (February 1955) joined Balcor in September 1988 and is
responsible for due diligence analysis and real estate advisory services for
Balcor and American Express Company. He also has supervisory responsibility
for Balcor's environmental matters. Mr. Darragh received masters' degrees in
Urban Geography from Queen's University and in Urban Planning from
Northwestern University.
Josette V. Goldberg (April 1957) joined Balcor in January 1985 and has primary
responsibility for all human resources matters. In addition, she has
supervisory responsibility for Balcor's MIS functions. Ms. Goldberg has been
designated as a Senior Human Resources Professional (SHRP).
<PAGE>
Alan G. Lieberman (June 1959) joined Balcor in May 1983 and is responsible for
Balcor's property sales and capital markets functions. Mr. Lieberman is a
Certified Public Accountant.
Brian D. Parker (June 1951) joined Balcor in March 1986 and, as Chief
Financial Officer and Chief Accounting Officer, is responsible for Balcor's
financial, legal and treasury functions. He is a Director of The Balcor
Company. Mr. Parker is a Certified Public Accountant and holds an M.S. degree
in Accountancy from DePaul University.
John K. Powell Jr. (June 1950) joined Balcor in September 1985 and is
responsible for portfolio and asset management matters relating to Balcor's
partnerships. Mr. Powell also has supervisory responsibility for Balcor's risk
management and investor services functions. He received a Master of Planning
degree from the University of Virginia. Mr. Powell has been designated a
Certified Real Estate Financier by the National Society for Real Estate
Finance and is a full member of the Urban Land Institute.
The names, ages and business experience of the executive officers and
significant employees of the Supervising General Partner of the Registrant are
as follows:
TITLE OFFICERS
- ----- --------
Director and President Janis E. Miller
Director and Vice President Wendell L. Halvorson
Director and Vice President William N. Westhoff
Director and Vice President Lori J. Larson
Vice President and Treasurer Morris Goodwin, Jr.
Vice President and Assistant
Secretary Ronald W. Powell
Vice President Georgiann L. Holmquist
Vice President Lavern G. Johnson
Vice President F. Dale Simmons
Janis E. Miller (June 1951) has served as President and Director of IDS Realty
Corporation since February 1994. She has also served as American Express
Financial Corporation Vice President of Variable Assets since December 1993 and
has overall responsibility for equity, fixed-income and cash mutual funds; the
Flexible Annuity; Wealth Management; limited partnerships; and non-proprietary
variable products. From June 1990 to November 1993, Ms. Miller held the
position of Vice President - Mutual Funds/Limited Partnership Product
Development and Marketing. From May 1987 to May 1990, she served as Director of
Mutual Fund Product Development and Marketing. Ms. Miller has been employed by
American Express Financial Corporation since 1981. She holds a B.S. from
Indiana University and M.B.A. with a concentration in finance from the
University of Minnesota.
Wendell L. Halvorson (August 1936) has held the position of Director - Limited
Partnership Operations with American Express Financial Corporation since August
1983. He has been employed with American Express Financial Corporation since
November 1968. Since August of 1983, he has been responsible for day-to-day
management of vendor relationships, due diligence review and investor services
for limited partnerships distributed by American Express Financial Advisors
Inc. Mr. Halvorson has held a variety of management positions with American
<PAGE>
Express Financial Corporation throughout his career, including Director -
Brokerage Sales, Director - Plan Services Business Products and Vice President
- - Group Insurance. He is a graduate of the University of Minnesota.
William N. Westhoff (June 1947) has held the position of Senior Vice President
- - Global Investments with American Express Financial Corporation since August
1994. From November 1989 to August 1994 he held the position of Senior Vice
President - Fixed Income Management. Mr. Westhoff joined American Express
Financial Corporation in 1971 as a Securities Analyst, Certificate Investments.
He held positions of Associate Portfolio Manager, Portfolio Manager and Senior
Portfolio Manager in the Certificate and Insurance Investment unit of the
Investment Department until his promotion to Vice President - Taxable Fixed
Income Mutual Funds in February 1988. He managed the IDS Life Special Income
Fund from January 1986 to October 1989. Mr. Westhoff holds an M.B.A. from the
University of Minnesota, a B.S. in Economics from Central Missouri State
University, and is a Chartered Financial Analyst.
Lori J. Larson (August 1958) has been employed by American Express Financial
Corporation since 1981 and currently holds the title of Vice President-Product
Development for Variable Assets. Since August 1988, she has been responsible
for day-to-day management of vendor relationships, due diligence review, and
operational aspects for the limited partnerships distributed by American
Express Financial Advisors Inc. In addition, she has responsibility for the
product development of the publicly offered mutual funds in the IDS Mutual Fund
Group. Ms. Larson has held a variety of management positions with American
Express Financial Corporation throughout her career. She is a graduate of, and
has an M.B.A. from, the University of Minnesota.
Morris Goodwin, Jr. (August 1951) has held the position of Vice President and
Treasurer of American Express Financial Corporation since July 1989. From
January 1988 to July 1989, he had been the Chief Financial Officer and
Treasurer of IDS Bank & Trust Company. From January 1980 to January 1988, he
was a Vice President with Morgan Stanley, an investment banking business
headquartered in New York. He is a graduate of Williams College and has an
M.B.A. from Stanford University.
Ronald W. Powell (November 1944) has held the position of Vice President and
Assistant General Counsel with American Express Financial Corporation since
November 1985. He has been a member of the American Express Financial
Corporation Law Department since 1975. He is a graduate of the William Mitchell
College of Law.
Georgiann L. Holmquist (October 1957) has been employed by American Express
Financial Corporation since February 1981. Since August 1991, she has been
responsible for day to day management of vendor relationships, due diligence
review and operational aspects for limited partnerships distributed by American
Express Financial Advisors Inc. From May 1979 to February 1981 she was an
internal auditor for International Multifoods. Ms. Holmquist is a graduate of
Concordia College and a Certified Public Accountant.
Lavern G. Johnson (October 1932) has been employed by American Express
Financial Corporation since June 1954 and is currently a Portfolio Manager in
the Investment Department. He is a graduate of Gustavus Adolphus College and a
Chartered Financial Analyst.
F. Dale Simmons (September 1937) has been employed by American Express
Financial Corporation since September 1986 as a Senior Portfolio Manager in the
<PAGE>
Investment Department and currently holds the title of Vice President. From
September 1984 to August 1986 he was employed as Senior Vice President -
Interim Lending Division of First Interstate Mortgage Company. From September
1983 to August 1984 he was employed as Vice President - Interim Lending
Division of FBS Mortgage. From 1972 to 1984 he held various positions with
American Express Financial Corporation in the areas of real estate and loan
management. He is a graduate of Syracuse University.
The directors of Balcor Affiliated Partners-87, Inc., the Managing General
Partner of the Registrant, and IDS Realty Corporation, the Supervising General
Partner of the Registrant, are not directors of any company with a class of
securities registered pursuant to Section 12 of the Securities Exchange Act of
1934 or subject to the requirements of Section 15 (b) of that Act or any
company registered as an investment company under the Investment Company Act of
1940. Messrs. Meador and Parker are, however, directors of general partners of
two other issuers which have a class of securities registered pursuant to
Section 12 of the Securities Exchange Act of 1934.
(d) There are no family relationships between any of the foregoing officers or
directors.
(f) None of the foregoing officers, directors or employees are currently
involved in any material legal proceedings nor were any such proceedings
terminated during the fourth quarter of 1995.
Item 11. Executive Compensation
- -------------------------------
The Registrant has not paid and does not propose to pay any remuneration to the
executive officers and directors of Balcor Affiliated Partners-87, Inc. or IDS
Realty Corporation, the Managing and Supervising General Partners,
respectively. Certain of these officers receive compensation from The Balcor
Company or American Express Financial Advisors Inc., (but not from the
Registrant) for services performed for various affiliated entities, which may
include services performed for the Registrant. However, the General Partners
believe that any such compensation attributable to services performed for the
Registrant is immaterial to the Registrant. See Note 6 of Notes to Financial
Statements for the information relating to transactions with affiliates.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(a) No person owns of record or is known by the Registrant to own beneficially
more than 5% of the outstanding Limited Partnership Interests of the
Registrant.
(b) Neither Balcor Affiliated Partners-87, Inc., the Managing General Partner
of the Registrant, IDS Realty Corporation, the Supervising General Partner of
the Registrant, nor their officers or members of their Boards of Directors own
any Limited Partnership Interests of the Registrant.
Relatives and affiliates of the officers and members of the Boards of Directors
of the respective General Partners own twenty Interests.
(c) The Registrant is not aware of any arrangements, the operation of which may
result in a change of control of the Registrant.
<PAGE>
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
(a & b) See Note 6 of Notes to Financial Statements for information relating to
transactions with affiliates.
See Note 3 of Notes to Financial Statements for information relating to the
Partnership Agreement and the allocation of distributions and profits and
losses.
(c) No management person is indebted to the Registrant.
(d) The Registrant has no outstanding agreements with any promoters.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- ------------------------------------------------------------------------
(a) (1 & 2) See Index to Financial Statements and Financial Statement Schedule
in this Form 10-K.
(3) Exhibits:
(3) The Amended and Restated Agreement and Certificate of Limited Partnership
previously filed as Exhibit 3 to Amendment No. 1 to the Registrant's
Registration Statement on Form S-11 dated July 2, 1987 (Registration
No. 33-12617), is hereby incorporated herein by reference.
(4) Form of Subscription Agreement set forth as Exhibit 4.1 to Amendment No. 1
to the Registrant's Registration Statement on Form S-11 dated July 2, 1987
(Registration No. 33-12617) and Form of Confirmation regarding Interests in the
Registrant set forth as Exhibit 4.2 to the Registrant's Report on Form 10-Q for
the quarter ended June 30, 1992 (Commission File No. 0-16797) are hereby
incorporated herein by reference.
(27) Financial Data Schedule of the Registrant for 1995 is attached hereto.
(b) Reports on Form 8-K: No reports were filed on Form 8-K during the quarter
ended December 31, 1995.
(c) Exhibits: See Item 14(a)(3) above.
(d) Financial Statement Schedules: See Index to Financial Statements and
Financial Statement Schedule attached hereto in this Form 10-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of l934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
By: /s/Brian D.Parker
-----------------------------
Brian D. Parker
Senior Vice President, Chief
Financial Officer (Principal
Accounting and Financial Officer) and
Director of Balcor Affiliated Partners-87,
Inc., the Managing General Partner
Date: March 23, 1996
---------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- ---------------------- ------------------------------- ------------
President, Chief Executive
Officer and Director (Principal
Executive Officer) of Balcor
Affiliated Partners-87, Inc.
/s/Thomas E. Meador Managing General Partner March 23,1996
- -------------------- --------------
Thomas E. Meador
Senior Vice President, Chief
Financial Officer (Principal
Accounting and Financial Officer) and
Director of Balcor Affiliated Partners-87,
/s/Brian D. Parker Inc., the Managing General Partner March 23, 1996
- -------------------- --------------
Brian D. Parker
<PAGE>
Signatures, continued
Signature Title Date
- ---------------------- ------------------------------- ------------
President and Director of IDS
Realty Corporation, the Supervising
/s/Janis E. Miller General Partner March 23,1996
- -------------------- --------------
Janis E. Miller
Vice President and Director of
IDS Realty Corporation, the
/s/Lori J. Larson Supervising General Partner March 23,1996
- -------------------- --------------
Lori J. Larson
Vice President and Director of
IDS Realty Corporation, the
/s/Wendell L. Halvorson Supervising General Partner March 23,1996
- -------------------- --------------
Wendell L. Halvorson
<PAGE>
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Report of Independent Accountants
Financial Statements:
Balance Sheets, December 31, 1995 and 1994
Statements of Partners' Capital, for the years ended December 31, 1995, 1994
and 1993
Statements of Income and Expenses, for the years ended December 31, 1995, 1994
and 1993
Statements of Cash Flows, for the years ended December 31, 1995, 1994 and 1993
Notes to Financial Statements
Financial Statement Schedule:
III - Real Estate and Accumulated Depreciation, as of December 31, 1995
Financial Statement Schedules, other than that listed, are omitted for the
reason that they are inapplicable or equivalent information has been included
elsewhere herein.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
IDS/Balcor Income Partners
A Real Estate Limited Partnership:
We have audited the financial statements and the financial statement schedule
of IDS/Balcor Income Partners A Real Estate Limited Partnership (A Delaware
Limited Partnership) as listed in the index of this Form 10-K. These financial
statements and the financial statement schedule are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and the financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of IDS/Balcor Income Partners A
Real Estate Limited Partnership at December 31, 1995 and 1994, and the results
of its operations and its cash flows for each of the three years in the period
ended December 31, 1995, in conformity with generally accepted accounting
principles. In addition, in our opinion, the financial statement schedule
referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.
COOPERS & LYBRAND L.L.P.
Chicago, Illinois
March 20, 1996
<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEETS
December 31, 1995 and 1994
ASSETS
1995 1994
------------- -------------
Cash and cash equivalents $ 397,080 $ 539,880
Accounts and accrued interest receivable 50,812 59,579
Prepaid expenses 22,920
------------- -------------
470,812 599,459
------------- -------------
Investment in real estate
Land 1,340,324 1,340,324
Buildings and improvements 13,681,315 13,681,315
------------- -------------
15,021,639 15,021,639
Less accumulated depreciation 5,365,734 4,743,548
------------- -------------
Investment in real estate, net of
accumulated depreciation 9,655,905 10,278,091
------------- -------------
$ 10,126,717 $ 10,877,550
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 14,005 $ 47,504
Due to affiliates 7,108 22,208
Accrued liabilities, principally
real estate taxes 124,823 144,730
Security deposits 48,224 44,853
------------- -------------
Total liabilities 194,160 259,295
Limited Partners' capital (73,994
Interests issued and outstanding) 9,913,215 10,603,803
General Partners' capital 19,342 14,452
------------- -------------
Total partners' capital 9,932,557 10,618,255
------------- -------------
$ 10,126,717 $ 10,877,550
============= =============
The accompanying notes are an integral part of the financial statements.
<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
for the years ended December 31, 1995, 1994, and 1993
Partners' Capital Accounts
------------ ------------ ------------
General Limited
Total Partners Partners
------------ ------------ ------------
Balance at December 31, 1992 $ 12,050,601 $ 5,837 $ 12,044,764
Cash distributions to Limited
Partners (A) (1,146,907) (1,146,907)
Net income for the year
ended December 31, 1993 298,967 2,990 295,977
------------ ------------ ------------
Balance at December 31, 1993 11,202,661 8,827 11,193,834
Cash distributions to Limited
Partners (A) (1,146,907) (1,146,907)
Net income for the year
ended December 31, 1994 562,501 5,625 556,876
------------ ------------ ------------
Balance at December 31, 1994 10,618,255 14,452 10,603,803
Cash distributions to Limited
Partners (A) (1,174,656) (1,174,656)
Net income for the year
ended December 31, 1995 488,958 4,890 484,068
------------ ------------ ------------
Balance at December 31, 1995 $ 9,932,557 $ 19,342 $ 9,913,215
============ ============ ============
(A) Summary of cash distributions per Interest:
1995 1994 1993
------------ ------------ ------------
First Quarter $ 3.875 $ 3.875 $ 3.875
Second Quarter 3.875 3.875 3.875
Third Quarter 3.875 3.875 3.875
Fourth Quarter 4.250 3.875 3.875
The accompanying notes are an integral part of the financial statements.
<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF INCOME AND EXPENSES
for the years ended December 31, 1995, 1994, and 1993
1995 1994 1993
-------------- -------------- --------------
Income:
Rental and service $ 2,745,228 $ 2,575,336 $ 2,451,860
Interest on short-term
investments 28,694 21,189 18,521
-------------- -------------- --------------
Total income 2,773,922 2,596,525 2,470,381
-------------- -------------- --------------
Expenses:
Depreciation 622,186 614,974 747,330
Property operating 1,047,033 847,544 894,645
Real estate taxes 206,325 246,529 255,484
Property management fees 136,945 128,488 121,220
Administrative 272,475 196,489 152,735
-------------- -------------- --------------
Total expenses 2,284,964 2,034,024 2,171,414
-------------- -------------- --------------
Net income $ 488,958 $ 562,501 $ 298,967
============== ============== ==============
Net income allocated to
General Partners $ 4,890 $ 5,625 $ 2,990
============== ============== ==============
Net income allocated to
Limited Partners $ 484,068 $ 556,876 $ 295,977
============== ============== ==============
Net income per Limited
Partnership Interest
(73,994 issued and
(outstanding) $ 6.54 $ 7.53 $ 4.00
============== ============== ==============
The accompanying notes are an integral part of the financial statements.
<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 1995, 1994, and 1993
1995 1994 1993
-------------- ------------ ------------
Operating activities:
Net income $ 488,958 $ 562,501 $ 298,967
Adjustments to reconcile net
income to net cash
provided by operating
activities:
Depreciation of
properties 622,186 614,974 747,330
Net change in:
Accounts and accrued
interest receivable 8,767 (315) 5,046
Prepaid expenses (22,920)
Accounts payable (33,499) 6,077 23,653
Due to affiliates (15,100) 10,731 2,000
Accrued liabilities (19,907) 11,257 9,114
Security deposits 3,371 (5,177) (2,847)
-------------- ------------ ------------
Net cash provided by
operating activities 1,031,856 1,200,048 1,083,263
-------------- -------------- --------------
Investing activities:
Improvements to properties (120,103)
------------
Net cash used in investing
activities (120,103)
------------
Financing activities:
Distributions to Limited
Partners (1,174,656) (1,146,907) (1,146,907)
-------------- ------------ ------------
Net cash used in financing
activities (1,174,656) (1,146,907) (1,146,907)
-------------- ------------ ------------
Net change in cash and cash
equivalents (142,800) (66,962) (63,644)
Cash and cash equivalents at
beginning of period 539,880 606,842 670,486
-------------- ------------ ------------
Cash and cash equivalents at
end of period $ 397,080 $ 539,880 $ 606,842
============== ============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
1. Nature of the Partnership's Business:
IDS/Balcor Income Partners A Real Estate Limited Partnership is engaged
principally in the operation of residential real estate located in Atlanta,
Georgia and West Lafayette, Indiana markets.
2. Accounting Policies:
(a) The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results could vary from those estimates.
(b) Depreciation expense is computed using the straight-line method. Rates used
in the determination of depreciation are based upon the following estimated
useful lives:
Years
-----
Buildings and improvements 20 to 22
Furniture and fixtures 5
Maintenance and repairs are charged to expense when incurred. Expenditures for
improvements are charged to the related asset account.
(c) Effective January 1, 1995, the Partnership adopted Statement of Financial
Accounting Standards, No. 121 (SFAS 121), "Accounting for the Impairment of
Long-Lived Assets and Long-Lived Assets to be Disposed Of". Under SFAS 121, the
Partnership records its investments in real estate at the lower of cost or fair
value, and periodically assesses, but not less than on an annual basis,
possible impairment to the value of its properties. The General Partners
estimate the fair value of their properties by dividing the property's expected
net operating income by a risk adjusted rate of return which considers economic
and demographic conditions in the market. In the event the General Partners
determine an impairment in value has occurred, and the carrying amount of the
real estate asset will not be recovered, a provision is recorded to reduce the
carrying basis of the property to its estimated fair value. The General
Partners consider the method referred to above to result in a reasonable
measurement of a property's fair value, unless other factors affecting the
property's value indicate otherwise.
(d) The Financial Accounting Standard Board's Statement No. 107, "Disclosures
About Fair Value of Financial Instruments", requires disclosure of fair value
information about financial instruments for which it is practicable to estimate
that value. Statement No. 107 does not apply to all balance sheet items and
excludes certain financial instruments and all non-financial instruments such
as real estate from its disclosure requirements.
<PAGE>
(e) Revenue is recognized on an accrual basis in accordance with generally
accepted accounting principles.
(f) Cash and cash equivalents include all highly liquid investments with an
original maturity of three months or less.
(g) The Partnership is not liable for Federal income taxes and each partner
recognizes his proportionate share of the Partnership income or loss in his tax
return; therefore, no provision for income taxes is made in the financial
statements of the Partnership.
(h) A reclassification has been made to the previously reported 1994 and 1993
financial statements to conform with the classifications used in 1995. These
reclassifications have not changed the 1994 and 1993 results.
3. Partnership Agreement:
The Partnership was organized in March 1987. The Partnership Agreement provides
for Balcor Affiliated Partners-87, Inc. to be the Managing General Partner, for
IDS Realty Corporation to be the Supervising General Partner and for the
admission of Limited Partners through the sale of up to 400,000 Limited
Partnership Interests at $250 per Interest. The Partnership sold 73,994
Interests to the public.
The Partnership Agreement provides that, except for profit or loss from the
sale or other disposition of Partnership property, the General Partners
together shall be allocated from each item of Partnership income from
operations the greater of (i) 1% of such item or (ii) the amount of the General
Partners' distributions of Net Cash Receipts (in excess of accrued Net Cash
Receipts) from the Partnership. The remaining income from operations shall be
allocated to the Limited Partners. Of each item of Partnership deduction, loss
and credit from operations, 1% shall be allocated to the General Partners and
99% to the Limited Partners.
Net Cash Receipts available for distribution will be distributed 93% to the
Limited Partners and 7% to the General Partners, provided that the General
Partners' share of Net Cash Receipts will be subordinated on a year-by-year
basis to the Limited Partners' receipt of a 7% Preferred Distribution. Net Cash
Receipts available for distribution will be applied first toward the current
year, and then on a year-by-year basis, commencing with the earliest year in
which a deficiency exists or a subordinated amount remains outstanding and
continuing for each year thereafter, to pay any deficiencies in the Limited
Partners' receipt of their Preferred Distribution for such year and/or any
unpaid portion of the General Partners' 7% share of Net Cash Receipts for such
year, provided that the Limited Partners have received their Preferred
Distribution for such year before the General Partners shall receive any
portion of their share of Net Cash Receipts for such year.
When the Partnership sells or refinances its properties, the Net Cash Proceeds
resulting therefrom which are available for distribution shall be distributed
(i) first, 99% to the Limited Partners and 1% to the General Partners until the
Limited Partners have received an amount equal to their Original Capital plus
any deficiency in a Cumulative Distribution of 11% per annum for Interests
purchased prior to January 1, 1988, and 9% per annum for Interests purchased on
or after January 1, 1988, provided, however, that the General Partners' 15%
share of Net Cash Proceeds as described below is subordinated to the receipt by
Limited Partners who purchased Interests on or after January 1, 1988, of an
<PAGE>
additional 1% Cumulative Distribution; (ii) next, to pay to the General
Partners an amount equal to their share of Net Cash Receipts which has been
subordinated and is then unpaid; and (iii) then, 85% to the Limited Partners
and 15% to the General Partners.
For Interests purchased prior to June 8, 1988, the commencement date for
computing the Cumulative Distribution and the Preferred Distribution is July 1,
1988. For Interests purchased on or after August 1, 1988, the commencement date
for computing the Cumulative Distribution and the Preferred Distribution is the
first day of the first full calendar quarter after the purchasers of the
Interests became Limited Partners.
4. Management Agreements:
As of December 31, 1995, Post Place Apartments is under a management agreement
with an affiliate of the seller and Salem Courthouse Apartments is under a
management agreement with a third party management company. These management
agreements provide for annual fees of 5% of gross operating receipts.
5. Tax Accounting:
The Partnership keeps its books in accordance with the Internal Revenue Code,
rules and regulations promulgated thereunder and existing interpretations
thereof. The accompanying financial statements, which are prepared in
accordance with generally accepted accounting principles, will differ from the
tax returns due to the different treatment of various items as specified in the
Internal Revenue Code. The net effect of these accounting differences is that
the net income for 1995 in the financial statements is $188,944 less than the
tax income of the Partnership for the same period.
6. Transactions with Affiliates:
Fees and expenses paid and payable by the Partnership to affiliates are:
Year Ended Year Ended Year Ended
12/31/95 12/31/94 12/31/93
-------------- -------------- --------------
Paid Payable Paid Payable Paid Payable
------ ------- ------ ------- ------ -------
Property management fees None None $64,817 None $67,297 $5,774
Reimbursement of expenses
to the Managing General
Partner, at cost:
Accounting $25,088 $2,147 29,521 10,267 23,510 1,943
Data processing 11,706 572 20,464 4,205 13,891 2,661
Investor communica-
tions 639 None 1,990 568 979 80
Legal 4,302 510 2,301 663 721 60
Other 1,052 None 1,494 995 2,820 233
Portfolio management 31,405 3,879 12,438 5,510 8,779 726
The Partnership participates in an insurance deductible program with other
affiliated partnerships in which the program pays claims up to the amount of
the deductible under the master insurance policies for its properties. The
program is administered by an affiliate of the General Partner who receives no
fee for administering the program, however, the General Partner is reimbursed
<PAGE>
for expenses. The Partnership paid premiums to the deductible insurance program
of $15,556, $23,937 and $16,371 in 1995, 1994 and 1993, respectively.
Allegiance Realty Group, Inc., an affiliate of the General Partner, managed one
of the Partnership's properties until the affiliate was sold to a third party
in November 1994.
7. Fair Values of Financial Instruments:
The carrying amounts and fair values of the Partnership's financial instruments
at December 31, 1995 are as follows:
The carrying value of cash and cash equivalents, accounts and accrued interest
receivable and accounts payable approximates fair value.
8. Subsequent Event:
In January 1996, the Partnership made a distribution of $314,475 ($4.25 per
Interest) to the holders of Limited Partnership Interests for the fourth
quarter of 1995.
<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
<TABLE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1995
<CAPTION>
Col. A Col. B Col. C Col. D
- --------------------- -------- -------------------- ----------------------------
Initial Cost Cost Adjustments
to Partnership Subsequent to Acquiisition
-------------------- ----------------------------
Buildings Carrying
Encum- and Im- Improve- Costs
Description brances Land provements ments (a)
- --------------------- ------- -------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C>
Post Place Apartments,
a 122-unit complex
in Atlanta, GA None $1,000,000 $6,161,400 $ 80,853 $116,259
Salem Courthouse
Apartments, a 240-
unit complex in
West Lafayette, IN None 320,000 7,180,000 39,250 123,877
---------- ---------- ---------- --------
Total $1,320,000 $13,341,400 $120,103 $240,136
========== =========== =========== ========
</TABLE>
See notes (a) through (d).
<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
<TABLE>
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
as of December 31, 1995
(Continued)
<CAPTION>
Col. A Col. E Col. F Col. G Col. H Col. I
------------------ -------------------------------- -------- -------- ------ --------------
Gross Amounts at Which Life Upon
Carried at Close of Period Which Depre-
--------------------------------- ciation in
Buildings Accumulated Date Date Latest Income
and Im- Total Deprecia- of Con- Acq- Statement
Description Land provements (b) tion(c) struction uired is Computed
- ------------------- -------- ---------- ---------- --------- --------- ------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Post Place Apartments,
a 122-unit complex
in Atlanta, GA $1,015,236 $6,343,276 $7,358,512 $2,318,806 3/79 11/87 (d)
Salem Courthouse
Apartments, a 240-
unit complex in
West Lafayette, IN 325,088 7,338,039 7,663,127 3,046,928 8/78 12/88 (d)
---------- ----------- ----------- ----------
Total $1,340,324 $13,681,315 $15,021,639 $5,365,734
========== =========== =========== ==========
</TABLE>
See notes (a) through (d).
<PAGE>
IDS/BALCOR INCOME PARTNERS
A REAL ESTATE LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO SCHEDULE III
(a) Consists of acquisition fees, legal fees, appraisal fees, title costs and
other related professional fees.
(b) The aggregate cost of land, buildings and improvements is the same for
Federal income tax purposes.
(c)Reconciliation of Accumulated Depreciation
------------------------------------------
1995 1994 1993
---------- ---------- ----------
Balance at beginning of year $4,743,548 $4,128,574 $3,381,244
Depreciation expense
for the year 622,186 614,974 747,330
---------- ---------- ----------
Balance at close of year $5,365,734 $4,743,548 $4,128,574
========== ========== ==========
(d) Depreciation expense is computed based upon the following estimated
useful lives:
Years
-----
Buildings and improvements 20 to 22
Furniture and fixtures 5
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 397
<SECURITIES> 0
<RECEIVABLES> 51
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 471
<PP&E> 15022
<DEPRECIATION> 5366
<TOTAL-ASSETS> 10127
<CURRENT-LIABILITIES> 194
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 9933
<TOTAL-LIABILITY-AND-EQUITY> 10127
<SALES> 0
<TOTAL-REVENUES> 2774
<CGS> 0
<TOTAL-COSTS> 1390
<OTHER-EXPENSES> 895
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 489
<INCOME-TAX> 0
<INCOME-CONTINUING> 489
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 489
<EPS-PRIMARY> 6.54
<EPS-DILUTED> 6.54
</TABLE>
