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, 1999 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>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
ASSETS
------
MARCH 31, DECEMBER 31,
1999 1998
------------- -----------
Current assets:
Cash and cash equivalents. . . . . . $ 5,890,455 5,611,560
Interest, rents and other
receivables. . . . . . . . . . . . 889,254 975,297
Escrow deposits and
restricted funds . . . . . . . . . 359,107 368,903
------------ -----------
Total current assets . . . . 7,138,816 6,955,760
------------ -----------
Investment property held for sale
or disposition . . . . . . . . . . . 14,781,366 14,764,511
Deferred expenses . . . . . . . . . . 780,138 817,496
Accrued rents receivable . . . . . . . 808,777 839,534
------------ -----------
$ 23,509,097 23,377,301
============ ===========
<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,
1999 1998
------------- -----------
Current liabilities:
Current portion of long-term debt. . $ 452,526 439,217
Accounts payable . . . . . . . . . . 1,102,946 1,016,751
Accrued interest . . . . . . . . . . 199,159 57,995
Accrued real estate taxes. . . . . . 839,501 1,191,162
------------ -----------
Total current liabilities. . 2,594,132 2,705,125
Tenant security deposits . . . . . . . 69,769 69,769
Long-term debt, less current portion . 19,463,416 19,577,238
------------ -----------
Commitments and contingencies
Total liabilities. . . . . . 22,127,317 22,352,132
------------ -----------
Venture partners' subordinated
equity in venture. . . . . . . . . . 1,270,692 1,130,183
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . 1,000 1,000
Cumulative net earnings (loss) . . 2,265,451 2,256,807
Cumulative cash distributions. . . (9,267,918) (9,267,918)
------------ -----------
(7,001,467) (7,010,111)
------------ -----------
Limited partners:
Capital contributions,
net of offering costs. . . . . . 54,676,276 54,676,276
Cumulative net earnings (loss) . . 57,561,106 57,353,648
Cumulative cash distributions. . . (105,124,827) (105,124,827)
------------ -----------
7,112,555 6,905,097
------------ -----------
Total partners' capital
accounts (deficits). . . . 111,088 (105,014)
------------ -----------
$ 23,509,097 23,377,301
============ ===========
See accompanying notes to consolidated financial statements.
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
---------- ----------
Income:
Rental income. . . . . . . . . . . . . . . $ 2,063,345 1,954,285
Interest income. . . . . . . . . . . . . . 55,083 116,559
----------- ----------
2,118,428 2,070,844
----------- ----------
Expenses:
Mortgage and other interest. . . . . . . . 528,034 590,406
Property operating expenses. . . . . . . . 1,073,570 942,892
Professional services. . . . . . . . . . . 63,622 35,700
Amortization of deferred expenses. . . . . 37,358 40,092
General and administrative . . . . . . . . 48,889 59,563
----------- ----------
1,751,473 1,668,653
----------- ----------
366,955 402,191
Venture partners' share of
ventures' operations . . . . . . . . . . . (150,853) (141,371)
----------- ----------
Net earnings (loss). . . . . . . . $ 216,102 260,820
=========== ==========
Net earnings (loss) per
limited partnership
interest . . . . . . . . . . . . $ 3.43 4.14
=========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . $ -- 59.00
=========== ==========
See accompanying notes to consolidated financial statements.
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
---------- ----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . $ 216,102 260,820
Items not requiring (providing) cash
or cash equivalents:
Amortization of deferred expenses. . . . 37,358 40,092
Amortization of discounts on long-term
debt . . . . . . . . . . . . . . . . . 63,641 61,063
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . 150,853 141,371
Changes in:
Interest, rents and other receivables. . 116,800 151,783
Escrow deposits and restricted funds . . 9,796 (23,339)
Accounts payable . . . . . . . . . . . . 86,195 48,865
Accrued interest . . . . . . . . . . . . 141,164 (25,413)
Accrued real estate taxes. . . . . . . . (351,661) (319,109)
Tenant security deposits . . . . . . . . -- 8,836
---------- -----------
Net cash provided by (used in)
operating activities . . . . . . 470,248 344,969
---------- -----------
Cash flows from investing activities:
Additions to investment properties . . . . (16,855) (100,000)
Payment of deferred expenses . . . . . . . -- (41,144)
---------- -----------
Net cash provided by (used in)
investing activities . . . . . . (16,855) (141,144)
---------- -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . (164,154) (149,766)
Distributions to venture partners. . . . . (10,344) (105,900)
Distributions to limited partners. . . . . -- (3,569,500)
Distributions to general partners. . . . . -- (1,115,054)
---------- -----------
Net cash provided by (used in)
financing activities . . . . . . (174,498) (4,940,220)
---------- -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . 278,895 (4,736,395)
Cash and cash equivalents,
beginning of year. . . . . . . . 5,611,560 10,764,988
---------- -----------
Cash and cash equivalents,
end of period. . . . . . . . . . $5,890,455 6,028,593
========== ===========
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and
other interest . . . . . . . . . . . . . $ 323,229 554,756
========== ===========
Non-cash investing and financing
activities . . . . . . . . . . . . . . . $ -- --
========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
JMB INCOME PROPERTIES, LTD. - VII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
(Unaudited)
GENERAL
Readers of this report should refer to the Partnership's audited
financial statements for the year ended December 31, 1998 which are
included in the Partnership's 1998 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.
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 committed to a plan
to sell the Westdale Mall investment property or its interest in the
property. Accordingly, the consolidated property has been classified as
held for sale or disposition in the accompanying consolidated financial
statements. The results of operations, net of the venture partner's share,
for Westdale Mall for the three months ended March 31, 1999 and 1998 were
$276,492 and $259,113, respectively.
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 may be
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to partners.
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,
1999 and for the three months ended March 31, 1999 and 1998 are as follows:
Unpaid at
March 31,
1999 1998 1999
------ ----- -------------
Insurance commissions. . . . . $ 553 -- --
Reimbursement (at cost) for
out-of-pocket expenses . . . -- -- --
------ ----- ------
$ 553 -- --
====== ===== ======
<PAGE>
WESTDALE MALL
Westdale Mall continues to operate in a very competitive retail
environment, which may adversely affect its operations due to various
circumstances. Montgomery Ward, which owns a store adjacent to Westdale
Mall, filed for bankruptcy in July 1997, and it is unknown at this time
whether its store will continue to operate. Econofoods, which occupies
48,400 square feet of space on the periphery of the site, has announced it
will open a new, larger store in an open air center across the street from
Westdale Mall; therefore, the Partnership believes that the tenant will
likely not renew its lease upon expiration in July 2000. The operator of
the cinema at Westdale Mall opened a 12-screen multiplex cinema in a nearby
development. Furthermore, it is expected that Westdale Mall is subject to
greater competition in the future, particularly from a new shopping center
that opened in 1998 approximately 20 miles from Westdale Mall. During the
first quarter of 1999, occupancy decreased to 89%, and 4% of the property
is leased to tenants on a month-to-month basis. 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 re-leasing 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. The Gap, a retail store located in the mall,
was provided with a tenant allowance of $370,440 in consideration for the
renewal of its lease. The unaffiliated venture partner in the joint
venture elected not to contribute it's share of this tenant allowance. The
Partnership, in order to retain this tenant, funded the tenant allowance
during 1997 and 1998. The tenant allowance contribution of $370,440, plus
15% simple interest per annum, has been added to the Partnership's
preferred position from any future sales proceeds pursuant to the Westdale
venture agreement.
The Partnership, on behalf of the joint venture, is presently actively
marketing the property for sale. However, there can be no assurance that a
sale will be consummated.
Effective August 1, 1998, management of the mall was assigned to Rouse
Property Management, Inc., an affiliate of the Rouse Company. In October
1998, the Rouse Company or an affiliate thereof purchased a portion of the
interest in the unaffiliated venture partner in the joint venture.
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,
1999 and the three months ended March 31, 1999 and 1998.
<PAGE>
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 consolidated
financial statements for additional information concerning the
Partnership's investments.
At March 31, 1999, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $5,890,000. Such funds are
available for distributions to partners (including venture partners), and
working capital requirements, of which approximately $853,000 is being held
at the Westdale Mall for costs to be incurred including capital additions
and tenant improvements to the extent not funded by the venturers as
described further in the notes to the accompanying financial statements.
The board of directors of JMB Realty Corporation ("JMB"), the managing
general partner of the Partnership, has established a Special Committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.
During 1997, some of the Limited Partners in the Partnership received
from unaffiliated third parties unsolicited tender offers to purchase up to
4.9% of the Interests in the Partnership at amounts ranging from $100 to
$129 per Interest. The Partnership recommended against acceptance of these
offers on the basis that, among other things, the offer price was
inadequate. In 1998, some of the Limited Partners in the Partnership
received from an unaffiliated third party an unsolicited tender offer to
purchase up to 3.29% of the Interests in the Partnership at an amount of
$200 per Interest. The Partnership remained neutral and expressed no
opinion in regards to acceptance of the offer. In April 1999, some of the
Limited Partners in the Partnership received from an unaffiliated third
party an unconsolidated tender offer to purchase up to 4.9% of the
Interests in the Partnership at an amount of $100 per Interests. The
Special Committee advised the Limited Partners to accept the offer. As of
the date of this report, the Partnership is aware that, in the aggregate,
9.95% of the outstanding Interests have been purchased by such unaffiliated
third parties either pursuant to such tender offers or through negotiated
purchases. In addition, it is possible that other offers for Interests may
be made by unaffiliated third parties in the future, although, there is no
assurance that any other third party will commence an offer for Interests,
the terms of any such offer or whether any such offer, if made, will be
consummated, amended or withdrawn.
The General Partners of the Partnership expect to be able to conduct
an orderly liquidation of its remaining investment property as quickly as
practicable. Therefore, the affairs of the Partnership are expected to be
wound up no later than December 31, 1999, barring unforeseen economic
developments.
RESULTS OF OPERATIONS
The decrease in interest, rents and other receivables at March 31,
1999 as compared to December 31, 1998 is primarily due to the timing of
rental collections at the Westdale Mall.
The increase in accrued interest at March 31, 1999 as compared to
December 31, 1998 is primarily due to the timing of mortgage payments at
Westdale Mall.
<PAGE>
The decrease in accrued real estate taxes at March 31, 1999 as
compared to December 31, 1998 is due to the timing of payments of real
estate taxes at Westdale Mall.
The decrease in interest income for the three months ended March 31,
1999 as compared to the three months ended March 31, 1998 is primarily due
to the retention and investment, until late February 1998, of proceeds from
the redemption of One Woodfield Lake.
The increase in professional services for the three months ended
March 31, 1999 as compared to the three months ended March 31, 1998 is
primarily due to approximately $25,000 in consulting fees and legal fees
related to marketing costs for the potential sale of the Westdale Mall.
The decrease in general and administrative expenses for the three
months ended March 31, 1999 as compared to the three months ended March 31,
1998 is primarily due to the payment of the Illinois Replacement Tax, in
the first quarter of 1998, on the proceeds received from the redemption of
One Woodfield Lake.
YEAR 2000
The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities. In addition, other date-
sensitive electronic devices could experience various operational
difficulties as a result of not being year 2000 compliant.
The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
party vendors. Except as noted in the following sentence, the Partnership
or its affiliates have received representations to the effect that the
telephone, accounting, transfer agent and other administrative systems are
year 2000 compliant in all material respects. Both the hardware and
software for individual personal computers used in the Partnership's
administrative systems are expected to be tested for their year 2000
compliance during the summer of 1999. Given its limited operations, the
Partnership believes that its accounting, transfer agent and most of its
other administrative systems functions could, if necessary, be performed
manually (i.e., without significant information technology) for an extended
period of time without a material increase in costs to the Partnership.
Accordingly, the Partnership does not believe that the year 2000 problem
presents a material risk for these aspects of its operations. To date, the
Partnership has not incurred any material direct costs for year 2000
compliance.
The Partnership has asked the property manager for the Westdale Mall
for information concerning the property's year 2000 compliance but has not
received a response. The Partnership intends to continue seeking
information regarding the property's year 2000 compliance. In the event
that the Westdale Mall is not year 2000 compliant in all material respects,
the property could experience various operational difficulties or systems
failures. This could result in unanticipated remediation costs and, under
certain circumstances, possible other costs and expenses. If such were to
occur, there is no assurance that such costs and expenses would not, under
certain circumstances, have a material adverse effect on the Partnership or
its investment in the Westdale Mall in the event that the property is not
sold during 1999.
<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 property owned during 1999.
<CAPTION>
1998 1999
------------------------------------- ------------------------------
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. Westdale Mall
Cedar Rapids, Iowa (a) . . . 86% 87% 90% 90% 89%
<FN>
(a) The percentage represents physical occupancy which includes temporary tenants.
</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 Westdale Mall in Cedar Rapids, Iowa is hereby
incorporated herein 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 12, 1999
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.
By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 12, 1999
<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, 1999 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-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 5,890,455
<SECURITIES> 0
<RECEIVABLES> 1,248,361
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,138,816
<PP&E> 14,781,366
<DEPRECIATION> 0
<TOTAL-ASSETS> 23,509,097
<CURRENT-LIABILITIES> 2,594,132
<BONDS> 19,463,416
<COMMON> 0
0
0
<OTHER-SE> 111,088
<TOTAL-LIABILITY-AND-EQUITY> 23,509,097
<SALES> 2,063,345
<TOTAL-REVENUES> 2,118,428
<CGS> 0
<TOTAL-COSTS> 1,110,928
<OTHER-EXPENSES> 112,511
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 528,034
<INCOME-PRETAX> 366,955
<INCOME-TAX> 0
<INCOME-CONTINUING> 216,102
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 216,102
<EPS-PRIMARY> 3.43
<EPS-DILUTED> 3.43
</TABLE>
