SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1997 Commission File No. 0-9555
JMB INCOME PROPERTIES, LTD. - VII
(Exact name of registrant as specified in its charter)
Illinois 36-2999384
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
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
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. . . . . . . . 9
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . 11
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 12
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 7,186,162 6,876,686
Interest, rents and other receivables . . . . . . . . . . . . . . . 1,086,223 976,723
Escrow deposits and restricted funds. . . . . . . . . . . . . . . . 1,088,760 731,964
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 9,361,145 8,585,373
------------ -----------
Investment properties held for sale or disposition. . . . . . . . . . . 20,460,067 20,460,067
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,189,482 1,228,677
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 1,255,596 1,226,540
Venture partners' deficit in venture. . . . . . . . . . . . . . . . . . 2,562,431 2,557,415
------------ -----------
$ 34,828,721 34,058,072
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1997 1996
------------- ------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 356,394 345,913
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 1,063,969 1,136,735
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 276,416 277,345
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 2,889,444 2,219,287
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . 4,586,223 3,979,280
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 206,247 184,601
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 32,643,861 32,736,988
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . 37,436,331 36,900,869
------------ -----------
Venture partners' subordinated equity in venture. . . . . . . . . . . . 1,168,414 1,120,019
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 1,058,418 1,050,946
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (8,045,308) (8,045,308)
------------ -----------
(6,985,890) (6,993,362)
------------ -----------
Limited partners:
Capital contributions, net of offering costs. . . . . . . . . . . 54,676,276 54,676,276
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 49,120,917 48,941,597
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (100,587,327) (100,587,327)
------------ -----------
3,209,866 3,030,546
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . (3,776,024) (3,962,816)
------------ -----------
$ 34,828,721 34,058,072
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,848,106 2,772,525
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84,486 95,839
----------- ----------
2,932,592 2,868,364
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . . 875,268 884,649
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 581,092
Property operating expenses . . . . . . . . . . . . . . . . . . . . . . . 1,622,422 1,352,227
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 39,200 49,531
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . 59,247 58,064
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . 35,684 47,273
----------- ----------
2,631,821 2,972,836
----------- ----------
Operating earnings (loss) . . . . . . . . . . . . . . . . . . . . 300,771 (104,472)
Venture partners' share of ventures'
operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (113,979) 23,017
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . $ 186,792 (81,455)
=========== ==========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.96 (1.29)
=========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 2.00
=========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 186,792 (81,455)
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 581,092
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 59,247 58,064
Amortization of discounts on long-term debt . . . . . . . . . . . . . . 58,388 55,658
Venture partners' share of ventures' operations . . . . . . . . . . . . 113,979 (23,017)
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . (138,556) 285,416
Escrow deposits and restricted funds. . . . . . . . . . . . . . . . . . (356,796) (459,121)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (72,766) 258,547
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . (929) (850)
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 670,157 555,631
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 21,646 (17,044)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 541,162 1,212,921
------------ -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . -- (35,705)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (20,052) (37,332)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . (20,052) (73,037)
------------ -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (141,034) (129,001)
Distributions to venture partners . . . . . . . . . . . . . . . . . . . . (70,600) (92,813)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (121,010)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . -- (13,446)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (211,634) (356,270)
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . 309,476 783,614
Cash and cash equivalents, beginning of year. . . . . . . . . . . 6,876,686 6,182,420
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 7,186,162 6,966,034
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 816,881 829,841
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
GENERAL
Readers of this report should refer to the Partnership's audited
financial statements for the year ended December 31, 1996 which are
included in the Partnership's 1996 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
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.
Certain amounts in the 1996 consolidated financial statements have
been reclassified to conform to the 1997 presentation.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell such property and active marketing activity has commenced or is
expected to commence in the near term. In accordance with SFAS 121, any
properties identified as "held for sale or disposition" are no longer
depreciated. As of December 31, 1996, the Partnership has committed to a
plan to sell the Westdale and One Woodfield Lake investment properties.
Accordingly, these properties have been classified as held for sale or
disposition in the accompanying consolidated financial statements. The
results of operations, net of venture partners' share, for such properties
were $198,037 and $(60,024), respectively, for the three months ended March
31, 1997 and 1996.
TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of March 31,
1997 and for the three months ended March 31, 1997 and 1996 are as follows:
Unpaid at
March 31,
1997 1996 1997
------ ------ -------------
Reimbursement (at cost) for
out-of-pocket expenses. . . $3,166 1,343 1,802
====== ====== =====
ONE WOODFIELD LAKE
The Schaumburg, Illinois office market in which One Woodfield Lake
office building is located improved during 1996 and continues to be strong.
This has resulted in the property being currently 100% leased. During
1996, the joint venture finalized an agreement with a major tenant (U.S.
Life, approximately 52,000 square feet) to extend the expiration date of
its original lease from 2000 to 2006 and to expand their premises by
approximately 5,900 square feet to approximately 58,000 square feet. In
return, the joint venture reduced the rental rate effective immediately,
with the new rental rate approximating current market rental rates. In
<PAGE>
addition, the joint venture has renewed for five years at a rate which
approximates current market rates another major tenant (Xerox,
approximately 38,000 square feet or 21% of the leasable square footage of
the building) whose lease had been scheduled to expire in 1997.
The joint venture must escrow with the lender any excess cash flow (as
defined) due to the terms of the current property indebtedness (as modified
and extended to September 1998 in 1995). As of the date of this report, a
total of $164,213 has been escrowed with the lender ($23,082 and $141,131
in 1997 and 1996, respectively), which may be used (subject to lender
approval) for future deficits, leasing costs or capital improvements.
WESTDALE MALL
The mall continues to operate in a very competitive retail environ-
ment. During the first quarter of 1997, occupancy has remained at 91%. As
leases expire, lease renewals and new leases are likely to be at rental
rates equal to or slightly below rates on existing leases. In addition,
new leases will likely require expenditures for lease commission and tenant
improvements prior to tenant occupancy. This anticipated decline in rental
rates, an anticipated increase in re-leasing time and the costs upon
releasing will result in a decrease in cash flow from operations over the
near term. The Partnership is also evaluating certain capital improvement
projects and the competitive positioning of this property in its market.
The joint venture intends to allocate the resources necessary for the
manager of the mall to continue to attract new tenants, subject to working
capital sources and reserves.
ADJUSTMENTS
In the opinion of the Managing General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1997 and the three months ended March 31, 1997 and 1996.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
At March 31, 1997, the Partnership and its consolidated ventures had
cash and cash equivalents of approximately $7,186,000. Such funds are
available for distributions to partners and working capital requirements,
of which approximately $1,528,000 is being held at the Westdale Mall for
costs to be incurred including capital additions and tenant improvements.
The General Partners of the Partnership expect to be able to conduct
an orderly liquidation of its remaining investment portfolio as quickly as
practicable. Therefore, the affairs of the Partnership are expected to be
wound up no later than December 31, 1999 (sooner if the properties are sold
in the near term), barring unforeseen economic developments.
<PAGE>
RESULTS OF OPERATIONS
The increase in interest, rents and other receivables at March 31,
1997 as compared to December 31, 1996 is primarily due to the timing of
rental collections primarily at the Westdale Mall investment property.
The increase in escrow deposits and restricted funds and the related
accrued real estate taxes at March 31, 1997 as compared to December 31,
1996 is primarily due to the timing of payments of real estate taxes at the
Partnership's investment properties. Also contributing to the increase in
escrow deposits is the escrowing of any excess cash flow (as defined) with
the lender ($23,082 and $141,131 in 1997 and 1996, respectively) due to the
terms of the current property indebtedness (as modified and extended in
1995) at the One Woodfield Lake investment property.
The decrease in accounts payable at March 31, 1997 as compared to
December 31, 1996 is primarily due to the timing of payments for property
operating expenses.
The increase in venture partners' subordinated equity in ventures at
March 31, 1997 as compared to December 31, 1996 and the corresponding
increase in venture partners' share of ventures' operations for the three
months ended March 31, 1997 as compared to the same period in 1996 is
primarily due to no further depreciation expense being incurred on the
Westdale and One Woodfield Lake investment properties as a result of these
properties being identified as "held for sale or disposition" in accordance
with SFAS 121 on December 31, 1996.
The increase in rental income for the three months ended March 31,
1997 as compared to the same period in 1996 is primarily due to the
increased occupancy at both the Westdale Mall and One Woodfield Lake
investment properties.
The decrease in depreciation expense for the three months ended March
31, 1997 as compared to the same period in 1996 is primarily attributable
to the suspension of depreciation, effective January 1, 1997 on the
Westdale Mall and One Woodfield Lake investment properties, as the
properties were classified as held for sale as of December 31, 1996 and
therefore will not be subject to continued depreciation as of that date.
The increase in property operating expenses for the three months ended
March 31, 1997 as compared to the same period in 1996 is primarily due to
increased real estate taxes at the One Woodfield Lake investment property.
Such costs are partially recoverable from tenants.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
investment properties.
<CAPTION>
1996 1997
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. One Woodfield Lake
Schaumburg, Illinois. . 89% 90% 98% 98% 100%
2. Westdale Mall
Cedar Rapids, Iowa. . . 85% 88% 89% 91% 91%
</TABLE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A. The Prospectus of the Partnership dated January 18,
1980, as supplemented May 23, 1980, as filed with the Commission pursuant
to Rules 424(b) and 424(c), is hereby incorporated herein by reference to
Exhibit 3-A to the Partnership's Report for December 31, 1992 on Form 10-K
(File No. 0-9555) dated March 19, 1993.
3-B. Amended and Restated Agreement of Limited Partnership
set forth as Exhibit A to the Prospectus, which is hereby incorporated
herein by reference to Exhibit 3-B to the Partnership's Report for December
31, 1992 on Form 10-K (File No. 0-9555) dated March 19, 1993.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q, as amended, (File
No. 0-9555) dated November 8, 1996.
4-A. Mortgage loan agreement relating to the purchase by the
Partnership of an interest in the One Woodfield Lake Office Building in
Schaumburg, Illinois is hereby incorporated by reference to the
Partnership's Report on Form 8-K (File No. 0-9555) dated June 17, 1980.
4-B. Mortgage loan agreement relating to the purchase by the
Partnership of an interest in Westdale Mall in Cedar Rapids, Iowa is hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-9555) dated October 3, 1980.
4-C. Mortgage loan modification and extension agreement
concerning the mortgage loan secured by the One Woodfield Lake Office
Building in Schaumburg, Illinois is hereby incorporated by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-9555)
dated March 25, 1996.
10-A. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the One
Woodfield Lake Office Building in Schaumburg, Illinois are hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-9555) dated June 17, 1980.
10-B. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in Westdale Mall
in Cedar Rapids, Iowa are hereby incorporated by reference to the
Partnership's Report on Form 8-K (File No. 0-9555) dated October 3, 1980.
27. Financial Data Schedule
--------------------
(b) No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - VII
BY: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 9, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 9, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 7,186,162
<SECURITIES> 0
<RECEIVABLES> 2,174,983
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 9,361,145
<PP&E> 20,460,067
<DEPRECIATION> 0
<TOTAL-ASSETS> 34,828,721
<CURRENT-LIABILITIES> 4,586,223
<BONDS> 32,643,861
<COMMON> 0
0
0
<OTHER-SE> (3,776,024)
<TOTAL-LIABILITY-AND-EQUITY> 34,828,721
<SALES> 2,848,106
<TOTAL-REVENUES> 2,932,592
<CGS> 0
<TOTAL-COSTS> 1,681,669
<OTHER-EXPENSES> 74,884
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 875,268
<INCOME-PRETAX> 300,771
<INCOME-TAX> 0
<INCOME-CONTINUING> 186,792
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 186,792
<EPS-PRIMARY> 2.96
<EPS-DILUTED> 2.96
</TABLE>
