SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
JMB MORTGAGE PARTNERS, LTD.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
IRS Employer Identification
Commission File No. 2-79095 No. 36-3198533
The undersigned registrant hereby amends the following sections of its
Report for the quarter ended September 30, 1996 on Form 10-Q as set forth
in the pages attached hereto:
Item 1. Financial Statements. Pages 3 through 11
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. Pages 12 through 14
Item 6. Exhibits and Reports on Form 8-K. Page 16
(and exhibits thereto)
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JMB MORTGAGE PARTNERS, LTD.
By: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
Dated: November 21, 1996
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 2,509,950 2,410,051
Rents, interest and other receivables . . . . . . . . . . . . . . . . 77,388 149,359
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 14,785 8,377
----------- -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . 2,602,123 2,567,787
----------- -----------
Investment property:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,207,257 2,400,000
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . . 7,033,909 7,233,901
----------- -----------
9,241,166 9,633,901
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 365,170 240,433
----------- -----------
Total investment property,
net of accumulated depreciation . . . . . . . . . . . . . . 8,875,996 9,393,468
Mortgage note receivable (net of allowance for loan loss
of $1,145,000 in 1995). . . . . . . . . . . . . . . . . . . . . . . . -- 1,332,000
Settlement note receivable (net of allowance for loan loss of
$55,000 in 1996). . . . . . . . . . . . . . . . . . . . . . . . . . . 22,500 86,500
Deferred costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,334 9,816
----------- -----------
$11,609,953 13,389,571
=========== ===========
3
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
------------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------- -----------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 245,088 20,116
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . 46,508 16,668
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . 97,638 124,203
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . 984,717 957,006
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . 1,373,951 1,117,993
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 56,914 56,879
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 1,430,865 1,174,872
Venture partners' subordinated equity in venture. . . . . . . . . . . . 3,691,336 3,839,288
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 463,643 473,672
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (717,075) (667,968)
----------- -----------
(252,432) (193,296)
----------- -----------
Limited partners (39,695 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 34,918,348 34,918,348
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 16,764,664 16,806,912
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (44,942,828) (43,156,553)
----------- -----------
6,740,184 8,568,707
----------- -----------
Total partners' capital accounts. . . . . . . . . . . . . . . 6,487,752 8,375,411
----------- -----------
$11,609,953 13,389,571
=========== ===========
<FN>
See accompanying notes to consolidated financial statements
</TABLE>
4
<TABLE>
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . $ 308,862 345,780 867,808 1,092,631
Interest income . . . . . . . . . . . . . . . . 13,778 38,341 78,753 106,033
----------- ---------- ----------- ----------
322,640 384,121 946,561 1,198,664
----------- ---------- ----------- ----------
Expenses:
Depreciation. . . . . . . . . . . . . . . . . . -- 60,120 124,737 180,195
Property operating expenses . . . . . . . . . . 133,044 93,482 353,818 388,990
Mortgage investment servicing fees. . . . . . . 3,887 7,113 18,112 41,548
Professional services . . . . . . . . . . . . . 30,618 896 61,362 40,971
Amortization of deferred costs. . . . . . . . . 6,321 -- 8,838 --
General and administrative. . . . . . . . . . . 39,035 70,702 172,923 129,032
Provision for value impairment. . . . . . . . . 775,000 -- 775,000 --
Provision for loan loss . . . . . . . . . . . . 55,000 -- 55,000 --
----------- ---------- ----------- ----------
1,042,905 232,313 1,569,790 780,736
----------- ---------- ----------- ----------
Operating earnings (loss) . . . . . . . (720,265) 151,808 (623,229) 417,928
Venture partners' share of
venture's operations. . . . . . . . . . . . . . 237,438 (78,806) 147,952 (214,719)
----------- ---------- ----------- ----------
Net operating earnings (loss) . . . . . (482,827) 73,002 (475,277) 203,209
Gain on repayment of mortgage
note receivable . . . . . . . . . . . . . . . . 423,000 -- 423,000 --
----------- ---------- ----------- ----------
Net earnings (loss) . . . . . . . . . . $ (59,827) 73,002 (52,277) 203,209
=========== ========== =========== ==========
5
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
Net earnings (loss) per
limited partnership interest:
Net operating earnings. . . . . . . . $ (11.61) 1.76 (11.61) 4.89
Gain on repayment of mortgage
note receivable . . . . . . . . . . 10.55 -- 10.55 --
----------- ---------- ----------- ----------
$ (1.06) 1.76 (1.06) 4.89
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . $ -- 2.50 45.00 27.50
=========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
6
<TABLE>
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (52,277) 203,209
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124,737 180,195
Amortization of deferred costs. . . . . . . . . . . . . . . . . . . . . 8,838 --
Provision for value impairment. . . . . . . . . . . . . . . . . . . . . 775,000 --
Provision for loan loss . . . . . . . . . . . . . . . . . . . . . . . . 55,000 --
Venture partners' share of venture's operations . . . . . . . . . . . . (147,952) 214,719
Gain on repayment of mortgage note receivable . . . . . . . . . . . . . (423,000) --
Changes in:
Rents, interest and other receivables . . . . . . . . . . . . . . . . . . 71,971 (99,717)
Amount due from affiliate . . . . . . . . . . . . . . . . . . . . . . . . -- 302,250
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,408) (15,482)
Deferred interest receivable. . . . . . . . . . . . . . . . . . . . . . . -- 48
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 224,972 16,105
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,840 13,377
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . (26,565) 88,716
Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . 27,711 905
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . . 35 53,129
----------- -----------
Net cash provided by (used in) operating activities . . . . . . . 661,902 957,454
----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- 1,954,452
Additions to investment property. . . . . . . . . . . . . . . . . . . . . (382,265) (21,610)
Reduction in loan carrying value due to borrower payments . . . . . . . . 105,000 40,000
Cash proceeds from repayment of mortgage note receivable. . . . . . . . . 1,650,000 --
Payments received on settlement note from former loan guarantor . . . . . 9,000 4,000
Payment of deferred costs . . . . . . . . . . . . . . . . . . . . . . . . (108,356) (11,075)
----------- -----------
Net cash provided by (used in) investing activities . . . . . . . 1,273,379 1,965,767
----------- -----------
7
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1996 1995
------------ -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (296,763)
Distributions to venture partners . . . . . . . . . . . . . . . . . . . . -- (158,200)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (1,786,275) (1,091,613)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (49,107) (9,208)
----------- -----------
Net cash provided by (used in) financing activities . . . . . . . (1,835,382) (1,555,784)
----------- -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . 99,899 1,367,437
Cash and cash equivalents, beginning of year. . . . . . . . . . . 2,410,051 1,104,277
----------- -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 2,509,950 2,471,714
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ -- --
=========== ===========
Cash proceeds from repayment of mortgage note receivable:
Principal balance of mortgage note receivable . . . . . . . . . . . . . $ 2,372,000 --
Allowance for loan loss . . . . . . . . . . . . . . . . . . . . . . . . (1,145,000) --
Deferred interest receivable. . . . . . . . . . . . . . . . . . . . . . 458,000 --
Allowance for loan loss . . . . . . . . . . . . . . . . . . . . . . . . (458,000) --
Gain on repayment of mortgage note receivable . . . . . . . . . . . . . 423,000 --
----------- -----------
Cash proceeds from repayment of mortgage note receivable. . . . . $ 1,650,000 --
=========== ===========
Non-cash investing and financing activities:
Balance due on mortgage note receivable . . . . . . . . . . . . . . . . $ -- 6,063,135
Deferred interest receivable. . . . . . . . . . . . . . . . . . . . . . -- 735,567
Provision for loan loss . . . . . . . . . . . . . . . . . . . . . . . . -- (1,002,000)
Capitalized costs . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 6,699
Venture partners' interests . . . . . . . . . . . . . . . . . . . . . . -- 3,796,599
----------- -----------
Net initial carrying value of investment property . . . . . . . . $ -- 9,600,000
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
8
JMB MORTGAGE PARTNERS, LTD.
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995
which are included in the Partnership's 1995 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 these
estimates.
Certain amounts in the 1995 consolidated financial statements have
been reclassified to conform to the 1996 presentation.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate General Partner
and its affiliates including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees and other expenses
required to be paid by the Partnership to the General Partners and their
affiliates as of September 30, 1996 and for the nine months ended September
30, 1996 and 1995 were as follows:
Unpaid at
September 30,
1996 1995 1996
------- ------ -------------
Property management
and leasing fees . . . . . . $37,416 39,374 5,898
Reimbursement (at cost)
for out-of-pocket salary and
salary-related expenses
related to the on-site
and other costs for the
Partnership and its
investment property. . . . . 46,907 94,995 38,661
------- ------- ------
$84,323 134,369 44,559
======= ======= ======
Cumulative unpaid mortgage investment servicing fees aggregate
$940,158 of which $934,658 is subordinated) at September 30, 1996, all of
which have been accrued in the accompanying consolidated financial
statements.
9
The General Partners have continued to defer payment of their share of
distributions of repayment proceeds amounting to $617,523, which, if the
sale of the Spring Hill Fashion Center as discussed below is completed as
currently proposed, will not be paid.
All amounts deferred or currently payable to the General Partners or
their affiliates do not bear interest.
SPRING HILL FASHION CENTER, WEST DUNDEE, ILLINOIS
A major tenant, which occupied approximately 24% of the leasable space
at the property and which was operating under Chapter 11 bankruptcy
protection, did not exercise its renewal option when its lease expired in
October 1995 and vacated its space. The Spring Hill joint venture (the
"venture"), however, executed a ten-year lease (in February 1996) with a
replacement tenant for this space at rental rates lower than those of the
former tenant. The replacement tenant's occupancy in late June 1996 has
resulted in the property being 95% occupied at September 30, 1996, up from
75% at December 31, 1995. The venture is conserving its working capital in
order to fund certain costs associated with the replacement tenant's move-
in.
The property was classified as held for sale as of July 1, 1996 and
therefore has not been subject to continued depreciation as of that date.
The accompanying consolidated financial statements include $888,304 and
$1,101,684 of revenues for the nine months ended September 30, 1996 and
1995 and $1,262,393 and $558,779 of operating expenses for the nine months
ended September 30, 1996 and 1995, respectively. The property had a net
carrying value of $8,985,330 and $9,403,284 at September 30, 1996 and
December 31, 1995, respectively.
In October 1996, the venture finalized a contract with a potential
purchaser for the sale of this property. The sale of the property is
subject to the closing of the transaction including satisfaction of certain
closing conditions. If the transaction is consummated under the current
proposed terms, the venture would recognize a loss for Federal income tax
reporting purposes and a loss of approximately $775,000 for financial
reporting purposes. Accordingly, as a matter of prudent accounting
practice, the venture has recognized this amount as a $775,000 provision
for value impairment at September 30, 1996, of which $468,488 has been
allocated to the Partnership. There can be no assurance, however, that the
final sale agreement will not differ materially from the present agreement,
or that the sale of the property will be consummated on any terms.
OAK COURT OF WESTMONT SHOPPING CENTER, WESTMONT, ILLINOIS
Due to the property's previous high levels of vacancy, the borrower
made only partial interest payments since July, 1989 to the extent of cash
generated by the property. Since 1993, the Partnership, for financial
reporting purposes, has reflected all amounts collected as reductions in
the carrying amount of the loan. The manager of the property, an affiliate
of the borrower, deferred a portion of its management fees in order to
increase the cash flow available to the Partnership. The borrower had been
unable to either sell the property or to obtain replacement long-term
financing in order to repay the loan on its scheduled maturity date of
January 14, 1995. The Partnership worked closely with the borrower in an
effort to lease up previous vacant space at the property and assisted the
borrower in obtaining replacement financing. During July 1996, the
Partnership reached an agreement with the borrower to pay off the loan at a
10
specified amount prior to December 31, 1996. Pursuant to such agreement,
the Partnership received a $1,650,000 loan payoff, which consisted of
$1,575,,000 in cash in August and a $75,000 short-term promissory note
which was paid in full in September 1996, as full repayment of the loan and
any accrued but unpaid mortgage interest. Due to the Partnership's prior
provisions for loan loss on this mortgage loan ($1,603,000 in the
aggregate), such payoff resulted in a gain of $423,000 for financial
reporting purposes but a loss of approximately $1,600,000 for Federal
income tax reporting purposes.
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
1996 and for the three and nine months ended September 30, 1996 and 1995.
11
PART 1. 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.
During the second quarter of 1996 some of the Limited Partners in the
Partnership received from an unaffiliated third party an unsolicited tender
offer to purchase up to 1,844 Interests in the Partnership at $120 per
Interest. The Partnership recommended against acceptance of this offer on
the basis that, among other things, the offer price was inadequate. In
June such offer expired with approximately 672 Interests being purchased by
such unaffiliated third party pursuant to such offer. In addition, the
Partnership has, from time to time, received inquiries from other third
parties that may consider making offers for Interests, including requests
for the list of Limited Partners in the Partnership. These inquiries are
generally preliminary in nature. 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 board of directors of JMB Realty Corporation ("JMB") the
corporate 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. The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to any additional potential tender offers for
Interests.
The Oak Court of Westmont mortgage loan was repaid in August of 1996,
and, therefore, the Partnership's only remaining investment is its joint
venture equity investment in Spring Hill Fashion Center in West Dundee,
Illinois. The venture is attempting to finalize a sale for this property
to close in 1996. Upon completion of the sale of the Spring Hill Fashion
Center, the affairs of the Partnership are expected to be wound up as soon
as it is feasibly possible,with a final liquidating distribution from the
Partnership (excluding any amounts distributable to the liquidating trust
described below) to the Limited Partners expected to be paid in late 1996.
In connection with the planned liquidation and termination of the
Partnership, the Corporate General Partner currently intends to cause the
formation of a liquidating trust on or before December 31, 1996, in which
all of the Partnership's remaining assets, subject to liabilities, will be
transferred. The initial trustees of the liquidating trust are expected to
be individuals who are officers of the Corporate General Partner. Each
Holder of Interests in the Partnership would, upon the establishment of the
liquidating trust, be deemed to be the beneficial owner of a comparable
share of the aggregate beneficial interests in the liquidating trust. It
is anticipated that the liquidating trust would permit the realization of
substantial cost savings in administrative and other expenses until any
residual liabilities (including contingent liabilities) of the Partnership
are paid or otherwise determined to be extinguished and any remaining funds
are distributed to the beneficial owners of the liquidating trust. The
liquidating trust is expected to be in existence for approximately one
year, subject to extension under certain circumstances.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at September 30, 1996 as
compared to December 31, 1995 is attributable primarily to the $1,650,000
Oak Court of Westmont mortgage loan repayment in 1996, the proceeds of
which are held as a temporary investment at September 30, 1996. Such
increase in cash and cash equivalents was substantially offset as a result
12
of the Partnership's distribution in May of 1996 of approximately
$1,835,000 ($45 per Interest to the Limited Partners and $49,107 to the
General Partners).
The decrease in rents, interest and other receivables (net of
allowance for doubtful accounts) at September 30, 1996 as compared to
December 31, 1995 is attributable primarily to a decrease in real estate
tax and property expense recoveries due from tenants at the Spring Hill
Fashion Center, as a result of the timing of tenants' payments of such
recoveries, and also to an increase in allowance for doubtful accounts at
this property at September 30, 1996.
The decrease in investment property, at cost at September 30, 1996 as
compared to December 31, 1995 is attributable primarily to the Spring Hill
joint venture's recording of a $775,000 value impairment provision for the
Spring Hill Fashion Center at September 30, 1996.
The decrease in mortgage note receivable at September 30, 1996 as
compared to December 31, 1995 is the result of the repayment in August 1996
of the loan secured by the Oak Court of Westmont Shopping Center.
The decrease in settlement note receivable at September 30, 1996 as
compared to December 31, 1995 is attributable primarily to a $55,000
provision for loan loss recorded by the Partnership at September 30, 1996.
The increase in deferred costs at September 30, 1996 as compared to
December 31, 1995 is attributable primarily to leasing costs incurred in
connection with the major replacement tenant's move-in at the Spring Hill
Fashion Center.
The increase in accounts payable at September 30, 1996 as compared to
December 31, 1995 is attributable primarily to tenant allowances payable to
the major replacement tenant and certain other tenants at the Spring Hill
Fashion Center and to the timing of payments of operating expenses at the
property.
The increase in unearned rents at September 30, 1996 as compared to
December 31, 1995 is attributable to the timing of rental collections at
the Spring Hill Fashion Center.
The decrease in accrued real estate taxes at September 30, 1996 as
compared to December 31, 1995 is attributable to the timing of real estate
tax payments based upon the payment due dates in the jurisdiction in which
the Spring Hill Fashion Center property operates.
The increase in amounts due to affiliates at September 30, 1996 as
compared to December 31, 1995 is attributable primarily to the timing of
the payments of certain reimbursable costs to affiliates of the General
Partners.
Rental income decreased for the three and nine months ended September
30, 1996 as compared to the three and nine months ended September 30, 1995
primarily as a result of a decrease in average occupancy arising from the
vacating of a major tenant during the fourth quarter of 1995 at the Spring
Hill Fashion Center. The Spring Hill joint venture executed a ten-year
lease in February 1996 with a replacement tenant for this space at rental
rates lower than those of the former tenant, with the replacement tenant
taking occupancy in late June 1996. Such decrease in rental income was
partially offset by the collection of a $17,000 tenant lease termination
fee in 1996.
Interest income decreased for the three and nine months ended
September 30, 1996 as compared to the three and nine months ended September
30, 1995 primarily as a result of lower average outstanding balances in
1996 in the Partnership's interest-bearing cash equivalents. Such
decreases in interest income were partly offset by interest earned on the
investment of the proceeds of the Oak Court of Westmont mortgage loan
repayment in the third quarter of 1996.
13
The decrease in depreciation expense for the three and nine months
ended September 30, 1996 as compared to the year-earlier periods is
attributable to the suspension of depreciation as of July 1, 1996 on the
Spring Hill Fashion Center, as such property was classified as held for
sale as of July 1, 1996.
Property operating expenses decreased for the nine months ended
September 30, 1996 as compared to the nine months ended September 30, 1995
primarily as a result of a decrease in real estate tax expense recognized
in 1996 at the Spring Hill Fashion Center. Such decrease was partly offset
by an increase in tenant-related legal fees and in allowances for doubtful
accounts at the property during the three and nine months ended September
30, 1996.
Mortgage investment servicing fees decreased for the nine months ended
September 30, 1996 as compared to the nine months ended September 30, 1995
primarily as a result of the lenders (including the Partnership) obtaining
legal title to the Spring Hill Fashion Center in May 1995.
Fees for professional services increased for the three and nine months
ended September 30, 1996 as compared to the three and nine months ended
September 30, 1995 primarily as a result of expenses incurred in connection
with tender offer matters, as discussed above.
The increase in general and administrative expenses for the nine
months ended September 30, 1996 as compared to the nine months ended
September 30, 1995 is attributable primarily to the timing of the
recognition of costs for certain outsourcing services and the timing of the
recognition of certain printing costs in 1996. The decrease in general and
administrative expenses for the three months ended September 30, 1996 as
compared to the three months ended September 30, 1995 is attributable
primarily to the recognition of certain prior year reimbursable costs to
affiliates of the General Partners during the three months ended September
30, 1995.
The decrease in venture partners' share of venture's operations for
the three and nine months ended September 30, 1996 as compared to the same
periods in 1995 and the corresponding decrease in venture partner's
subordinated equity in venture at September 30, 1996 as compared to
December 31, 1995 is attributable primarily to the venture partners' share
of the $775,000 provision for value impairment recorded by the Spring Hill
venture for the Spring Hill Fashion Center at September 30, 1996 and the
aforementioned decrease in rental income at the Spring Hill Fashion Center.
Such decreases were partly offset by the suspension of depreciation expense
at the property as of July 1, 1996, as the property was classified as held
for sale as of July 1, 1996.
The Partnership recognized a $423,000 gain on the August 1996
repayment of the mortgage loan secured by the Oak Court of Westmont
Shopping Center during the three and nine months ended September 30, 1996.
14
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A. The Prospectus of the Partnership dated December 3, 1982, as
supplemented April 29, 1983, August 23, 1983 and January 11, 1984 as filed
with the Commission pursuant to Rules 424(b) and 424(c), is incorporated
herein by reference to Exhibit 3-A to the Partnership's report for December
31, 1992 (File No. 2-79095) dated March 19, 1993.
3-B. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, which agreement is hereby
incorporated herein by reference to the Partnership's Registration
Statement on Form S-11 (File No. 2-79095) dated December 3, 1982.
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 filed herewith.
10-A. Promissory Note ($2,495,000) for the Oak Court of Westmont
Shopping Center, dated January 14, 1985, between WBR Westmont Associates,
an Illinois limited partnership, LaSalle National Bank, Trustee, and JMB
Mortgage Partners, Ltd., an Illinois limited partnership is hereby
incorporated herein by reference to the Partnership's report for December
31, 1992 on Form 10-K (File No. 2-79095) dated March 19, 1993.
10-B. Promissory Note ($350,000) for the Oak Court of Westmont
Shopping Center, dated January 14, 1985, between WBR Westmont Associates,
an Illinois limited partnership, LaSalle National Bank, Trustee, and JMB
Mortgage Partners, Ltd., an Illinois limited partnership is hereby
incorporated herein by reference to the Partnership's report for December
31, 1992 on Form 10-K (File No. 2-79095) dated March 19, 1993.
10-C. Agreement for Deed in Lieu of Foreclosure and related
agreements dated as of April 4, 1995 between borrower and lenders relating
to Spring Hill Fashion Center are incorporated herein by reference to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 2-79095)
dated March 25, 1996.
10-D. Agreement of General Partnership of JMB/Spring Hill
Associates dated May 1, 1995 between JMB Mortgage Partners, Ltd., JMB
Mortgage Partners, Ltd.-II and JMB Mortgage Partners, Ltd.-III is
incorporated herein by reference to the Partnership's Report for December
31, 1995 on Form 10-K (File No. 2-79095) dated March 25, 1996.
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.
16
EXHIBIT 3-C.
JMB MORTGAGE PARTNERS, LTD.
ACKNOWLEDGEMENT
----------------
This Acknowledgement is made and executed as of the 31st day of
December, 1995 by AGPP Associates, L.P., a limited partnership organized
under the laws of the State of Illinois ("AGPP"), and JMB Realty
Corporation, a Delaware corporation ("JMBRC").
WHEREAS, AGPP has acquired all of the partnership interests in
Mortgage Associates, L.P., an Illinois limited partnership, which has
served as the Associate General Partner of JMB Mortgage Partners, Ltd., an
Illinois limited partnership (the "Partnership"), and AGPP has elected to
continue the business of the Partnership has agreed to continue as the
Associate General Partner of the Partnership; and
WHEREAS, JMBRC has agreed to continue as the Corporate General
Partner of the Partnership.
NOW, THEREFORE, the parties hereby agree and acknowledge as follows:
1. AGPP and JMBRC both shall continue as general partners of the
Partnership, each with all of the rights and powers of general partners
therein, as set forth in the agreement of limited partnership of the
Partnership, as amended to date (the "Partnership Agreement") and in the
Revised Uniform Limited Partnership Act of the State of Illinois, and the
Partnership and its business shall be continued in all respects.
2. AGPP hereby agrees that it is a signatory to the Partnership
Agreement, together with JMBRC, and adopts and agrees to be bound by all of
the provisions of the Partnership Agreement, as amended from time to time
in accordance with the provisions of the Partnership Agreement.
3. AGPP and JMBRC agree that JMBRC is hereby authorized and
empowered, on behalf of AGPP, JMBRC, the Partnership or any of the
foregoing, to execute any and all documents, enter into any and all
agreements, or take any and all other actions (in each case in accordance
with and subject to the terms of the Partnership Agreement), in the name of
the Partnership or otherwise, as shall be necessary or appropriate in
connection with the business of the Partnership at any time. It is further
understood and agreed that the Chairman, President or any Vice President of
JMBRC (including any partner of AGPP who is Chairman, President or Vice
President of JMBRC) may act for and in the name of JMBRC in the exercise by
JMBRC of any of its rights and powers hereunder. In dealing with JMBRC (or
the Chairman, President or any Vice President thereof) so acting on behalf
of AGPP, JMBRC or the Partnership, no person shall be required to inquire
into the authority of JMBRC or such individual to bind the Partnership.
Persons dealing with the Partnership are entitled to rely conclusively upon
the power and authority of JMBRC (and of the Chairman, President or any
Vice President of JMBRC) as set forth herein.
4. AGPP and JMBRC agree to take any and all other actions as shall
be necessary or appropriate to reflect the continuation of the
Partnership's business, including the filing with any agency of any
document which shall be necessary or appropriate in connection therewith.
5. Nothing contained herein or contemplated hereby shall be deemed
to render AGPP or JMBRC liable for any obligations for which they would
otherwise not be liable as general partners of the Partnership.
IN WITNESS WHEREOF, the parties hereto have executed this
Acknowledgement as of the date first above written.
AGPP ASSOCIATES, L.P.
By: JMB Realty Corporation
General Partner
By: DENNIS M. QUINN
Dennis M. Quinn
Its: Sr. Vice President
JMB REALTY CORPORATION
By: GARY NICKELE
Gary Nickele
Its: Executive Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,509,950
<SECURITIES> 0
<RECEIVABLES> 92,173
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,602,123
<PP&E> 9,241,166
<DEPRECIATION> 365,170
<TOTAL-ASSETS> 11,609,953
<CURRENT-LIABILITIES> 1,373,951
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 6,487,752
<TOTAL-LIABILITY-AND-EQUITY> 11,609,953
<SALES> 867,808
<TOTAL-REVENUES> 946,561
<CGS> 0
<TOTAL-COSTS> 487,393
<OTHER-EXPENSES> 252,397
<LOSS-PROVISION> 830,000
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (623,229)
<INCOME-TAX> 0
<INCOME-CONTINUING> (475,277)
<DISCONTINUED> 423,000
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (52,277)
<EPS-PRIMARY> (1.06)
<EPS-DILUTED> (1.06)
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