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, 1994 Commission File No. 0-12140
JMB INCOME PROPERTIES, LTD. - X
(Exact name of registrant as specified in its charter)
Illinois 36-3235999
(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
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . .
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . .
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . .
Item 6. Exhibits and Reports on Form 8-K. . . . . .
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1994 AND DECEMBER 31, 1993
(UNAUDITED)
ASSETS
------
<CAPTION>
1994 1993
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ 466,986 1,061,308
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,753,922 3,189,979
Rents and other receivables, net of allowance for doubtful accounts of
$85,062 in 1994 and $113,363 in 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . 750,459 631,960
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,334 233,119
Escrow deposits (note 3(b)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67,857 18,943
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,144,558 5,135,309
------------ -----------
Investment properties, at cost (notes 2 and 3):
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,777,474 19,826,661
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 135,875,970 135,014,936
------------ -----------
155,653,444 154,841,597
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,063,429 43,945,824
------------ -----------
Total investment properties, net of accumulated depreciation . . . . . . . . . . . . 110,590,015 110,895,773
Investment in unconsolidated ventures, at equity (notes 1, 3 and 6). . . . . . . . . . . . . . 22,527,470 22,662,962
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308,011 344,696
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,994,041 1,866,812
------------ -----------
$139,564,095 140,905,552
============ ===========
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
1994 1993
------------ -----------
Current liabilities:
Current portion of long-term debt (notes 2(a) and 3(b)). . . . . . . . . . . . . . . . . . .$ 41,658,605 27,294,320
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 687,651 784,617
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,813,433 3,003,805
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 762,472 2,547,126
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45,922,161 33,629,868
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26,128 31,878
Long-term debt, less current portion (notes 2 and 3(b)). . . . . . . . . . . . . . . . . . . . 32,356,244 46,800,991
------------ -----------
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,304,533 80,462,737
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,003,192 963,664
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (250,000) (250,000)
------------ -----------
754,192 714,664
------------ -----------
Limited partners (150,005 interests):
Capital contributions, net of offering costs . . . . . . . . . . . . . . . . . . . . . . . 135,651,080 135,651,080
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,139,460 15,762,221
Cumulative cash distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (92,285,170)(91,685,150)
------------ -----------
60,505,370 59,728,151
------------ -----------
Total partners' capital accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 61,259,562 60,442,815
------------ -----------
Commitments and contingencies (notes 2 and 3)
$139,564,095 140,905,552
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(UNAUDITED)
<CAPTION>
1994 1993
---------- ---------
<S> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $7,755,983 7,490,693
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,688 66,228
---------- ---------
7,783,671 7,556,921
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,152,329 2,363,068
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,117,605 1,068,524
Property operating expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,680,300 3,360,876
Professional services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66,290 147,802
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,711 40,773
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48,281 41,996
---------- ---------
7,101,516 7,023,039
---------- ---------
Operating earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 682,155 533,882
Partnership's share of operations of unconsolidated ventures (note 1). . . . . . . . . . . . . 163,184 556,913
---------- ---------
Net operating earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 845,339 1,090,795
Gain on sale or disposition of investment properties (note 2(c)) . . . . . . . . . . . . . . . 571,428 --
---------- ---------
Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,416,767 1,090,795
========== =========
Net earnings per limited partnership interest (note 1):
Net operating earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5.41 6.98
Gain on disposition of investment properties. . . . . . . . . . . . . . . . . . . . 3.77 --
---------- ---------
Net earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.18 6.98
========== =========
Cash distributions per limited partnership interest . . . . . . . . . . . . . . . . . $ 4.00 10.00
========== =========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1994 AND 1993
(UNAUDITED)
<CAPTION>
1994 1993
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,416,767 1,090,795
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,117,605 1,068,524
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,711 40,773
Partnership's share of operations of unconsolidated ventures, net of distributions . . . . -- 52,405
Venture partner's share of venture's operations. . . . . . . . . . . . . . . . . . . . . . 135,492 --
Gain on sale or disposition of investment property . . . . . . . . . . . . . . . . . . . . (571,428) --
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (118,499) (46,352)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (48,914) (39,988)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,785 121,620
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (127,229) (176,935)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (96,966) (59,567)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (190,372) 150,866
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,784,654) (1,893,481)
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 59,754
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,750) (9,780)
------------ -----------
Net cash provided by (used in) operating activities. . . . . . . . . . . . . . . . . (109,452) 358,634
------------ -----------
Cash flows from investing activities:
Cash proceeds from sale of investment property, net of selling expenses. . . . . . . . . . . 620,615 --
Net sales and maturities of short-term investments . . . . . . . . . . . . . . . . . . . . . 436,057 1,186,880
Additions to investment properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (861,034) (812,941)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26) (28,010)
------------ -----------
Net cash provided by investing activities. . . . . . . . . . . . . . . . . . . . . . 195,612 345,929
------------ -----------
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1994 1993
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . (80,462) (61,563)
Distributions to limited partners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (600,020) (1,500,050)
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . . . . . . . . . . . (680,482) (1,561,613)
------------ -----------
Net decrease in cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . .$ 594,322 857,050
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . . . . .$ 2,152,329 2,212,202
============ ===========
Non-cash investing and financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .$ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1994 AND 1993
Readers of this report should refer to the Partnership's audited
financial statements for the year ended December 31, 1993, which are included
in the Partnership's 1993 Annual Report, as certain footnote disclosures which
would substantially duplicate those contained in such audited financial
statements have been omitted from this report.
(1) BASIS OF ACCOUNTING
The accompanying consolidated financial statements include the accounts
of the Partnership and its venture, Animas Valley Mall Associates ("Animas").
The effect of all transactions between the Partnership and its venture has
been eliminated in the consolidated financial statements. The equity method
of accounting has been applied in the accompanying consolidated financial
statements with respect to the Partnership's venture interests in Royal
Executive Park - I ("Royal Executive Park") and JMB-40 Broad Street Associates
("Broad Street"). Accordingly, the accompanying consolidated financial
statements do not include the accounts of Royal Executive Park, or of Broad
Street.
The Partnership records are maintained on the accrual basis of accounting
as adjusted for Federal income tax reporting purposes. The accompanying
consolidated financial statements have been prepared from such records after
making appropriate adjustments to present the Partnership's accounts in
accordance with generally accepted accounting principles ("GAAP") and to
consolidate the accounts of the venture as described above. Such adjustments
are not recorded on the records of the Partnership. The net effect of these
items for the three months ended March 31 is summarized as follows:
1994 1993
------------------------------------------
GAAP BASISTAX BASIS GAAP BASISTAX BASIS
------------------- -------------------
Net earnings (loss). $1,416,767 (52,251) 1,090,795 (134,278)
Net earnings (loss)
per limited partner-
ship interest . . . 9.18 (.31) 6.98 (.86)
========== ======== ========= ========
The net earnings (loss) per limited partnership interest is based upon
the number of limited partnership interests outstanding at the end of each
period (150,005).
Certain amounts in the 1993 consolidated financial statements have been
reclassified to conform with the 1994 presentation.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. Partnership
distributions from unconsolidated ventures are considered cash flow from
operating activities only to the extent of the Partnership's cumulative share
of net earnings. The Partnership records amounts held in U.S. Government
obligations at cost, which approximates market. Therefore, for the purposes
of these statements, the Partnership's policy is to consider all such amounts
held with original maturities of three months or less, none at March 31, 1994
and December 31, 1993, respectively, as cash equivalents with any remaining
amounts (generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
(2) INVESTMENT PROPERTIES
(a) Pasadena Town Square Mall
The Partnership continues to explore the possibility of adding another
major department store to the Pasadena Town Square. In order to add another
department store at this center, the Partnership may need to commit a
substantial amount of capital. Given the Partnership's current lack of
substantial working capital, the Partnership may be unable to undertake the
addition of a department store without an alternative source of capital. The
Partnership has commenced discussions with a major department store owner
concerning the opening of a store at the property. There is no assurance that
the addition of a department store will ultimately occur.
In 1993, the Partnership commenced a minor mall enhancement program which
includes a food court remodel. The program is expected to cost approximately
$500,000 with completion during 1994. In addition, commencing in 1994 and
continuing for the next four years, the Partnership is undertaking a program
to repair the property's roof and parking lot. The total cost of the repair
work is expected to be approximately $1,700,000. Such amount will be
partially recoverable from tenants pursuant to provisions in their leases.
The Partnership is currently seeking a refinancing of the mortgage loan
on the property in order to obtain a lower interest rate and to provide
additional funds to the Partnership. However, there is no assurance that the
Partnership will obtain a refinancing of the mortgage note which matures in
January 1995.
(b) Collin Creek Mall
In 1992 and 1993 the Partnership completed the renovation of the food
court and main floor common area, added escalators at two locations and
upgraded the mall's interior and exterior signage. The total cost of these
enhancement programs was approximately $4,400,000. In addition, in 1994 the
Partnership has commenced a parking lot repair project which will take five
years to complete and cost approximately $1,300,000. Such amount will be
partially recoverable from tenants pursuant to provisions in their leases.
The Partnership is currently seeking a refinancing of the mortgage note
in order to obtain a lower interest rate and to provide additional funds to
the Partnership. However, there is no assurance that the Partnership will
obtain a refinancing of the mortgage note which matures in July 1995.
(c) North Hills Mall
The Partnership continues to explore the replacement of a major tenant,
which owns its own store, with another major tenant and/or adding another
major tenant to the center. The major tenant, which is currently using only
the first level of its two-story store, has expressed an interest in closing
its store. In order to replace the major tenant with another and/or add
another major tenant, the Partnership may need to commit substantial capital.
Given the Partnership's current lack of substantial working capital, the
Partnership may be unable to undertake the replacement or addition of the
major tenant(s) without an outside source of capital. The Partnership is
exploring its alternatives in this regard. The Partnership believes the
replacement of the major tenant and/or addition of another major department
store to this center would greatly enhance the position of this center within
the North Richland Hills retail market. However, there can be no assurance
that such replacement and/or addition will ultimately occur.
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
In 1993, the Partnership completed a mall enhancement program which
included the replacement of the floor in a portion of the mall, a food court
remodel, and certain lighting improvements. The program cost approximately
$1,000,000. In addition, the Partnership is in the second year of a five year
program to repair the property's roof and parking lot. The total cost of the
repair is expected to be approximately $1,500,000. Such amounts are partially
recoverable from tenants pursuant to provisions in their leases.
The Partnership is currently seeking a refinancing of the mortgage loan
on the property in order to obtain a lower interest rate and to provide
additional funds to the Partnership. However, there is no assurance that the
partnership will obtain a refinancing of the mortgage note which matures in
July 1995.
In February 1994, the Partnership sold its remaining outparcel piece of
land to an unaffiliated third party. The purchaser intends to build a
restaurant on the site. The sale price for the outparcel was $700,000 (before
selling costs and prorations). The Partnership will retain the net sale
proceeds in its working capital. The Partnership will recognize a gain of
$571,428 for Financial reporting purposes and expects to recognize a gain for
Federal income tax purposes in 1994.
(3) VENTURE AGREEMENTS
(a) General
The Partnership at March 31, 1994 is a party to three joint venture
agreements. Under certain circumstances, either pursuant to the venture
agreements or due to the Partnership's obligations as a general partner, the
Partnership may be required to make additional cash contributions to the
ventures.
There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the Partnership's
joint venture partners might become unable or unwilling to fulfill their
financial or other obligations, or that such joint venture partners may have
economic or business interests or goals that are inconsistent with those of
the Partnership.
(b) Animas Valley Mall
Operating profits and losses are allocated to the Partnership and the
joint venture partner according to their respective contributions to fund
operating deficits with any remaining losses allocated to the Partnership.
In April 1992, the Partnership and its joint venture partner settled
certain legal disputes regarding the joint venture agreement and management at
the property. Under the terms of the settlement, the joint venture partner
has contributed approximately $404,000 to the joint venture and relinquished
its approval rights in connection with the business affairs of the joint
venture. The joint venture partner has retained certain approval rights in
connection with a sale or refinancing of the property. The Partnership, in
return, has agreed to pay the joint venture partner a certain settlement
amount in connection with the disposition of the property. Such disposition
payment, $300,000 at March 31, 1994, decreases annually on January 1 to
$92,000 in 1996 and thereafter. Under certain limited disposition events, the
disposition payment amount can be further reduced or eliminated.
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
In April 1992, the Partnership had finalized a modification of the
existing long-term mortgage note secured by the Animas Valley Mall. Under the
terms of the modification, the joint venture, commencing with the January 1991
payment, was obligated to pay debt service of interest only installments at a
rate of 10.25% per annum, through the original term of the note, with the
deferred interest (2.25%) accruing at 12.5% and payable monthly to the extent
of any excess cash flow (as defined) or upon the earlier of the sale of the
property or maturity of the note in January 1994. The joint venture has paid
debt service in 1991, 1992, 1993 and through February 1994 in accordance with
these modified terms. Subsequent to the end of the quarter, the joint venture
and the existing lender finalized an amendment to the loan (effective March 1,
1994) providing for the extension of its maturity to March 1995 and lowering
the pay and accrual rate on the principal balance to 8% per annum. Any excess
cash flow generated by the property during this period is payable to the
lender quarterly towards the accrued interest at December 31, 1993
(approximately $2,100,000). In addition, the joint venture has agreed to
market this property for sale during the extension period. The lender has
agreed to allow the joint venture to retain a portion of the net sale proceeds
(as defined) in excess of the current principal balance of $27,000,000. In
addition, the lender has expressed a willingness to finance a portion of the
purchase price for a potential purchaser. There are no assurances that the
joint venture will be successful in selling the property at the level whereby
it will share in any sale proceeds. The Partnership has decided not to commit
additional capital to the joint venture. Therefore, if upon maturity,
assuming a sale cannot be achieved, and the lender is unwilling to provide
further extensions to the loan, the joint venture will transfer title to the
property to the lender. This would result in the Partnership recognizing a
gain for Federal income tax and financial reporting purposes with no
distributable proceeds. In addition, a disposition through a sale to a third
party or transfer of title to the lender would result in a disposition payment
to the joint venture partners as discussed above.
In December 1993, the Partnership sold an outparcel piece of land to an
unaffiliated third party. The purchaser intends to build a bank on the site.
The sale price for the outparcel was approximately $194,000 (before selling
costs and prorations). The Partnership will retain the net sale proceeds in
its working capital reserve.
(c) Royal Executive Park
Annual cash flow is distributed 49.9% to the Partnership and 50.1% to the
joint venture partner. However, since the joint venture partner did not
receive $2,605,200 of cash flow for each of the initial five years, the joint
venture partner will be entitled to receive such deficiency, up to $400,000
from annual cash flow, if any, available for distribution to the partners
after the Partnership and the joint venture partners have received $2,594,800
and $2,605,200, respectively, per annum. Operating profits and losses are
generally allocated to the joint venture partners in the same ratio that
annual cash flow is distributed to the partners.
The joint venture agreement further provides that proceeds from sale or
refinancing of the complex will be distributed 49.9% to the Partnership and
50.1% to the joint venture partner.
The complex is managed by an affiliate of the venture partner on a
year-to-year basis for a management fee of 2% of collected revenues.
Occupancy of this office building has decreased to 78% compared to 97% at
October 31, 1993. As anticipated, during the fourth quarter of 1993 New York
Telephone Company's lease (90,000 square feet) expired and it, along with
certain of its subtenants, vacated the building. MCI Realty Inc. (180,000
square feet), which had been subleasing a portion of the New York Telephone
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
space, entered into a direct lease with the joint venture for 30,000 square
feet. The lease term is coterminous with the remainder of its space and
provides for an effective rental rate at market, which is substantially less
that the rental rate paid previously by New York Telephone. The joint venture
continues to actively market the remaining New York Telephone Company space to
prospective tenants. As previously reported, MCI had approached the joint
venture seeking a current rent reduction in return for a lease extension
beyond its current lease expiration date of March 31, 1998 on its existing
180,000 square feet lease. The joint venture and MCI continue to negotiate
the terms of a possible modification and extension. However, there can be no
assurance that a modification or extension will be executed on economic terms
acceptable to the venture.
(d) Broad Street
The Broad Street venture agreement provides that the Partnership will be
allocated or distributed profits and losses, cash flow from operations and
sale or refinancing proceeds in the ratio of its capital contributions to
Broad Street which is 31.44%. The Partnership and the venture partner (JMB
Income Properties, Ltd. - XII, a partnership sponsored by the Managing General
Partner of the Partnership) are current with respect to their required capital
contributions to Broad Street.
The downtown New York City market remains extremely competitive due to
the significant amount of space available primarily resulting from the
layoffs, cutbacks and consolidations by financial service companies and
related businesses which dominated this market. Rental rates in the downtown
market are currently at depressed levels and this can be expected to continue
for the foreseeable future while the current vacant space is gradually
absorbed. Little, if any, new construction is planned for downtown over the
next few years and it is expected that the building will continue to be
adversely affected by the lower than originally projected effective rental
rates now achieved upon releasing of existing leases which expire over the
next few years.
Occupancy is 80% at March 31, 1994 at Broad Street in New York, New York.
Overall cash flow returns for this property for the next few years are
expected to be lower than originally projected because an additional 13% of
the leased and occupied expires during the next two years. In addition, a
tenant, occupying approximately 37,000 square feet (approximately 15% of the
building), did not renew its lease when it expired in September 1993.
However, subtenants occupying approximately 21,000 square feet whose leases
also expired in September 1993 have held over while Broad Street continues to
negotiate leases with them. Furthermore, Broad Street has renewed and
expanded another tenant, effective July 1, 1993, whose lease was scheduled to
expire in December 1994. This tenant has expanded from approximately 18,000
square feet to approximately 35,000 square feet at a market effective rental
rate which is lower than its existing lease. The Partnership will continue
its aggressive leasing program; however, the downtown New York City market
remains extremely competitive due to the significant amount of space available
primarily resulting from the layoffs, cutbacks and consolidations by financial
service companies and related businesses which dominated this market. In
addition to competition for tenants in the downtown Manhattan market from
other buildings in the area, there is increasing competition from less
expensive alternatives to Manhattan. In order to enhance the building's
competitive position in the marketplace, the joint venture partners are
proceeding with certain modest upgrades to the building's main lobby and
elevators. Rental rates in the downtown market are currently at depressed
levels and this can be expected to continue for the foreseeable future while
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
the current vacant space is gradually absorbed. Little, if any new
construction is planned for downtown over the next few years and it is
expected that the building will continue to be adversely affected by the lower
than originally expected effective rental rates achieved upon releasing of
existing leases which expire over the next few years.
(4) PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, net profits or losses
of the Partnership from operations are allocated 96% to the Limited Partners
and 4% to the General Partners. Profits from the sale or refinancing of
investment properties are to be allocated to the General Partners to the
greater of 1% of such profits or the amount of cash distributable to the
General Partners from any such sale or refinancing (as described below).
Losses from the sale or refinancing of investment properties are to be
allocated 1% to the General Partners. The remaining sale or refinancing
profits and losses will be allocated to the Limited Partners.
An amendment to the Partnership Agreement, effective January 1, 1991,
generally provides that notwithstanding any allocation contained in the
Agreement, if at any time profits are realized by the Partnership, any current
or anticipated event would cause the deficit balance in absolute amount in the
Capital Account of the General Partners to be greater than their share of the
Partnership's indebtedness (as defined) after such event, then the allocation
of Profits to the General Partners shall be increased to the extent necessary
to cause the deficit balance in the Capital Account of the General Partners to
be no less than their respective shares of the Partnership's indebtedness
after such event. In general, the effect of this amendment is to allow the
deferral of the recognition of taxable gain to the Limited Partners.
The General Partners are not required to make any capital contributions
except under certain limited circumstances upon termination of the
Partnership. Distributions of "cash flows" of the Partnership are allocated
90% to the Limited Partners and 10% to the General Partners. However,
portions of such distributions to the General Partners are subordinated to the
Limited Partners' receipt of a stipulated return on capital. Through December
31, 1993, a portion of the General Partners' distributions have been deferred
(note 5).
The Partnership Agreement provides that the General Partners shall receive
as a distribution from the sale of a real property by the Partnership 3% of
the selling price and any cumulative deferrals of their 10% distribution of
disburseable cash, subject to certain limitations. Any remaining proceeds
(net after expenses and retained working capital) will be distributed 85% to
the Limited Partners and 15% to the General Partners. However, the Limited
Partners shall receive 100% of such net sale proceeds until the Limited
Partners (i) have received cash distributions of sale or refinancing proceeds
in an amount equal to the Limited Partners' aggregate initial capital
investment in the Partnership, and (ii) have received cumulative cash
distributions from the Partnership's operations which, when combined with sale
or refinancing proceeds previously distributed, equal a 10% annual return on
the Limited Partners' average capital investment for each year (their initial
capital investment as reduced by sale or refinancing proceeds previously
distributed) commencing with the first fiscal quarter of 1984. Therefore, the
General Partners have deferred certain sale proceeds ($241,080 or $1.60 per
interest) from the Partnership.
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONCLUDED
(5) TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates for the three months
ended March 31, 1994 and 1993 are as follows:
Unpaid at
1994 1993 March 31, 1994
-------- -----------------------
Property management and
leasing fees. . . . . $164,303 188,073 --
Insurance commissions. -- 6,270 --
Reimbursement (at cost)
for out-of-pocket
expenses. . . . . . . 567 4,422 --
-------- ------- ------
$164,870 198,765 --
======== ======= ======
The Managing General Partner and its affiliates are entitled to
reimbursement for salaries and direct expenses of officers and employees of
the Managing General Partner and its affiliates relating to the administration
of the Partnership and operation of Partnership investment properties. In
1993 and through the first quarter of 1994, such costs aggregated $100,051 and
$22,807, respectively, of which $105,748 were unpaid at March 31, 1994.
The General Partners have deferred (in accordance with the Partnership
agreement) payment of certain of their distributions of net cash flow from the
Partnership. The cumulative amount of such distributions aggregated
$9,419,707 at March 31, 1994 (approximately $63 per interest). In addition,
the General Partners have deferred certain sale proceeds of $241,080 from the
Partnership as more fully described in note 4. All amounts due to the General
Partner do not bear interest and are expected to be paid if allowable periods
in accordance with the Partnership Agreement, from cash generated from future
operations and sales.
(6) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
The summary income statement information for the Royal Executive Park
and Broad Street ventures for the three months ended March 31, 1994 and 1993
is as follows:
1994 1993
----------- ----------
Total income. . . . . . . . . . . .$2,913,429 3,756,481
========== ==========
Operating earnings. . . . . . . . .$ 466,738 1,368,699
========== ==========
Net earnings to Partnership . . . .$ 227,605 556,913
========== ==========
(7) 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, 1994
and for the three months ended March 31, 1994 and 1993.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.
At March 31, 1994, the Partnership and its consolidated venture had cash
and cash equivalents of approximately $467,000. Such funds and short-term
investments of approximately $2,754,000 are available for distributions to
partners and for working capital requirements including tenant and capital
improvements, to the extent not funded from future operations, and any
payments to the Animas Venture Partner should the property be disposed of as
discussed below. The Partnership and its consolidated venture have currently
budgeted in 1994 approximately $6,763,000 for tenant improvements and other
capital expenditures. The Partnership's share of such items and its share of
such similar items for its unconsolidated ventures in 1994 is currently
budgeted to be approximately $4,776,000. Actual amounts expended in 1994 may
vary depending on a number of factors including actual leasing activity,
results of property operations, liquidity considerations and other market
conditions over the course of the year. The source of capital for such items
and for both short-term and long-term future liquidity and distributions is
expected to be through net cash generated by the Partnership's investment
properties and through the sale of such investments. The Partnership's and
its ventures' mortgage obligations are all non-recourse. Therefore, the
Partnership and its ventures are not obligated to pay mortgage indebtedness
unless the related property produces sufficient net cash flow from operations
or sale.
Overall cash flow returns at Broad Street for the next few years are
expected to be lower than originally projected because an additional 13% of
the leased and occupied expires during the next two years. In addition, a
tenant, occupying approximately 37,000 square feet (approximately 15% of the
building), did not renew its lease when it expired in September 1993.
However, subtenants occupying approximately 21,000 square feet whose leases
also expired in September 1993 have held over while Broad Street continues to
negotiate leases with them. Furthermore, Broad Street has renewed and
expanded another tenant, effective July 1, 1993, whose lease was scheduled to
expire in December 1994. This tenant has expanded from approximately 18,000
square feet to approximately 35,000 square feet at a market effective rental
rate which is lower than its existing lease. The Partnership will continue
its aggressive leasing program; however, the downtown New York City market
remains extremely competitive due to the significant amount of space available
primarily resulting from the layoffs, cutbacks and consolidations by financial
service companies and related businesses which dominated this market. In
addition to competition for tenants in the downtown Manhattan market from
other buildings in the area, there is increasing competition from less
expensive alternatives to Manhattan. Rental rates in the downtown market are
currently at depressed levels and this can be expected to continue for the
foreseeable future while the current vacant space is gradually absorbed.
Little, if any new construction is planned for downtown over the next few
years and it is expected that the building will continue to be adversely
affected by the lower than originally expected effective rental rates achieved
upon releasing of existing leases which expire over the next few years.
In 1993, the Partnership completed the renovation at the Collin Creek
Mall's food court and main floor common area, added escalators at two
locations, and upgraded the mall's interior and exterior signage. The total
cost of these enhancement programs was approximately $4,400,000. In addition,
in 1994, the Partnership will commence a parking lot repair project which will
take five years to complete and cost approximately $1,300,000. The work
scheduled to be incurred in 1994 has been included in the budgeted improvement
costs described above. The total five-year project cost will be partially
recoverable from tenants pursuant to provisions in their leases. The
Partnership is currently seeking a refinancing of the mortgage note in order
to obtain a lower interest rate and to provide additional funds to the
Partnership. However, there is no assurance that the Partnership will obtain
a refinancing of the mortgage note which matures in July 1995.
The Partnership continues to explore the replacement of a major tenant at
the North Hills Mall which owns its own store, with another major tenant
and/or adding another major tenant to the center. The major tenant, which is
currently using only the first level of its two-story store, has expressed an
interest in closing its store. In order to replace the major tenant with
another and/or add another major tenant, the Partnership may need to commit
substantial capital. Given the Partnership's current lack of substantial
working capital, the Partnership may be unable to undertake the replacement
and/or addition of the major tenant(s) without an outside source of capital.
The Partnership is exploring its alternatives in this regard. However, there
can be no assurance that such replacement and/or addition will ultimately
occur. In 1993, the Partnership completed a mall enhancement program at the
North Hills Mall which included the replacement of the floor in a portion of
the mall, a food court remodel, and certain lighting improvements. The
program cost was approximately $1,000,000. In addition, the Partnership is in
the second year of a five year program to repair the property's roof and
parking lot. The total cost of the repair is expected to be approximately
$1,500,000. The work scheduled to be incurred in 1994 has been included in
the budgeted improvement costs described above. The total five-year costs
will be partially recoverable from tenants pursuant to provisions in their
leases.
The Partnership is currently seeking a refinancing of the mortgage loan
on North Hills Mall in order to obtain a lower interest rate and to provide
additional funds to the Partnership. However, there is no assurance that the
Partnership will obtain a refinancing of the mortgage note which matures in
July 1995. In February 1994, the Partnership sold its sole remaining
outparcel piece of land to an unaffiliated third party. The purchaser intends
to build a restaurant on the site. The sale price for the outparcel was
$700,000 (before selling costs and prorations). The Partnership has retained
the net sale proceeds in its working capital.
The Partnership continues to explore the possibility of adding another
major department store to the Pasadena Town Square. In order to add another
department store at this center, the Partnership may need to commit a
substantial amount of capital. Given the Partnership's current lack of
substantial working capital, the Partnership may be unable to undertake the
addition of a department store without an alternative source of capital. The
Partnership has commenced discussions with a major department store owner
concerning the opening of a store at the property. There is no assurance that
the addition of a department store will ultimately occur. In 1993, the
Partnership commenced a minor mall enhancement program which includes a food
court remodel. The program is expected to cost approximately $500,000 with
completion during 1994. In addition, commencing in 1994 and continuing for
the next four years, the Partnership is undertaking a program to repair the
property's roof and parking lot. The total cost of the repair work is
expected to be approximately $1,700,000. The work scheduled to be incurred in
1994 has been included in the budgeted improvement costs described above. The
total five-year project cost will be partially recoverable from tenants
pursuant to provisions in their leases. The Partnership is currently seeking
a refinancing of the mortgage loan on Pasadena Town Square in order to obtain
a lower interest rate and to provide additional funds to the Partnership.
However, there is no assurance that the Partnership will obtain a refinancing
of the mortgage note which matures in January 1995.
Regarding Animas Valley Mall, the Partnership commenced an action against
the venture partner seeking a declaration that the joint venture partner had
forfeited its interest in the joint venture, dissolution of the joint venture,
and continuation of the joint venture's business by the Partnership. In
addition, the joint venture partner, in turn, filed in February, 1991 a
counterclaim lawsuit against the Partnership and the affiliated property
manager alleging breaches of the joint venture agreement and mismanagement of
the property. In April 1992, the Partnership and the joint venture partner
settled their respective legal claims. Under the terms of the settlement, the
unaffiliated venture partner has contributed approximately $404,000 to the
joint venture and relinquished its approval rights in connection with the
business affairs of the joint venture. The unaffiliated venture partner has
retained certain approval rights in connection with a sale or refinancing of
the property. The Partnership, in return, has agreed to pay the unaffiliated
venture partner a certain settlement amount in connection with the disposition
of the property. Such disposition payment, $300,000 at March 31, 1994,
decreases annually on January 1 to $92,000 in 1996 and thereafter. Under
certain limited disposition events, the disposition payment amount can be
further reduced or eliminated.
In April 1992, the Partnership had finalized a modification of the
existing long-term mortgage note secured by the Animas Valley Mall. Under the
terms of the modification, the joint venture, commencing with the January 1991
payment, was obligated to pay debt service of interest only installments at a
rate of 10.25% per annum, through the original term of the note, with the
deferred interest (2.25%) accruing at 12.5% and payable monthly to the extent
of any excess cash flow (as defined) or upon the earlier of the sale of the
property or maturity of the note in January 1994. The joint venture has paid
debt service in 1991, 1992, 1993 and through February 1994 in accordance with
these modified terms. Subsequent to the end of the quarter, the joint venture
and the existing lender finalized an amendment to the loan (effective March 1,
1994) providing for the extension of the maturity to March 1995 and lowering
the pay and accrual rate on the principal balance to 8% per annum. Any excess
cash flow generated by the property during this period is payable to the
lender quarterly towards the accrued interest at December 31, 1993
(approximately $2,100,000). In addition, the joint venture has agreed to
market this property for sale during the extension period. The lender has
agreed to allow the joint venture to retain a portion of the net sale proceeds
(as defined) in excess of the current principal balance of the loan of
$27,000,000. In addition, the lender has expressed a willingness to finance a
portion of the purchase price for a potential purchaser. There are no
assurances that the joint venture will be successful in selling the property
at a level whereby it will share in any sale proceeds. The Partnership has
decided not to commit additional capital to the joint venture. Therefore, if
upon maturity, assuming a sale cannot be achieved and the lender is unwilling
to provide further extensions to the loan, the joint venture will transfer
title to the property to the lender. This would result in the Partnership
recognizing a gain for Federal income tax and financial reporting purposes
with no distributable proceeds. In addition, a disposition through a sale to
a third party or transfer of title to the lender would result in a disposition
payment to the joint venture partners as discussed above.
In December 1993, the Partnership sold an outparcel of land at the Animas
Valley Mall to an unaffiliated third party. The purchaser intends to build a
bank on the site. The sale price for the outparcel was approximately $194,000
(before selling costs and prorations). The Partnership has retained the net
sale proceeds as working capital.
Occupancy of the Royal Executive Park I office building decreased to 78%
from 97% in the previous year. As anticipated, during the fourth quarter of
1993 New York Telephone Company's lease (90,000 square feet) expired and it,
along with certain of its subtenants, vacated the building. MCI Realty Inc.
(180,000 square feet), which had been subleasing a portion of the New York
Telephone space, entered into a direct lease with the joint venture for 30,000
square feet. The lease term is coterminous with the remainder of its space
and provides for an effective rental rate at market, which is substantially
less that the rental rate paid previously by New York Telephone. The joint
venture continues to actively market the remaining New York Telephone Company
space to prospective tenants. As previously reported, MCI had approached the
joint venture seeking a current rent reduction in return for a lease extension
beyond its current lease expiration date of March 31, 1998 on its existing
180,000 square feet lease. The joint venture and MCI continue to negotiate
the terms of a possible modification and extension. However, there can be no
assurance that a modification or extension will be executed on economic terms
acceptable to the venture. The Southern Westchester County office market (the
competitive market for the building) is extremely competitive with a current
vacancy rate of 19%. While office building development in this market is
virtually at a standstill, significant improvement in the competitive market
conditions is not expected for several years. The competitive market
conditions have resulted in lower than originally anticipated effective rental
rates that can be achieved and high releasing costs that will be incurred in
conjunction with releasing space which expires. Consequently, the property
cash flow will be significantly reduced as a result of the lease expiration
and subsequent move-out of New York Telephone. In addition, the property cash
flow will be adversely affected by the increased vacancy.
There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the Partnership's
joint venture partners in an investment might become unable or unwilling to
fulfill their financial or other obligations, or that such joint venture
partners may have economic or business interests or goals that are
inconsistent with those of the Partnership.
Though the economy has recently shown signs of improvement and financing
is generally becoming more available for certain types of higher-quality
properties in healthy markets, real estate lenders are typically requiring a
lower loan-to-value ratio for mortgage financing than in the past. This has
made it difficult for owners to refinance real estate assets at their current
debt levels unless the value of the underlying property has appreciated
significantly. As a consequence, and due to the weakness of some of the local
real estate markets in which the Partnership's properties operate, the
Partnership is taking steps to preserve its working capital including the
reduction in regular quarterly distributions to partners as described above.
Therefore, the Partnership is carefully scrutinizing the appropriateness of
any discretionary expenditures, particularly in relation to the amount of
working capital it has available. By conserving working capital, the
Partnership will be in a better position to meet future needs of its
properties without having to rely on external financing sources.
RESULTS OF OPERATIONS
The aggregate reduction in cash and cash equivalents and short-term
investments, and related increase in buildings and improvements at March 31,
1994 as compared to December 31, 1993 is primarily due to the Partnership's
use of funds for renovations at certain of the Partnership's investment
properties as discussed above.
The increase in rents and other receivables as of March 31, 1994 as
compared to December 31, 1993 is primarily due to the timing of rental
receipts at certain of the Partnership's properties.
The decrease in the balance of prepaid expenses at March 31, 1994 as
compared to December 31, 1993 is primarily due to the timing of payment of
insurance premiums at certain of the Partnership's investment properties.
The increase in escrow deposits at March 31, 1994 as compared to December
31, 1993 is primarily due to the timing of payment of real estate taxes from
escrow deposits at Animas Valley Mall. See Note 3(b).
The increase in accrued rents receivable at March 31, 1994 as compared to
December 31, 1993 is primarily due to the Partnership accruing prorated rental
income on a straight-line basis at certain of the Partnership's investment
properties.
The increase in current portion of long-term debt and the corresponding
decrease in long-term debt less current portion at March 31, 1994 as compared
to December 31, 1993 is primarily due to the reclassification of the
$14,487,631 mortgage note scheduled to mature January 1995 at the Pasadena
Town Square investment property. See discussion above and in Note 2(a).
The decrease in accounts payable at March 31, 1994 as compared to
December 31, 1993 is primarily due to the timing of payment of expenses at
certain of the Partnership's investment properties.
The decrease in accrued interest at March 31, 1994 as compared to
December 31, 1993 and the related decrease in mortgage and other interest for
the three months ended March 31, 1994 as compared to the same period in 1993
is primarily due to the amended debt agreement at the Animas Valley Mall
investment property. See Note 3(b).
The decrease in accrued real estate taxes at March 31, 1994 as compared
to December 31, 1993 is primarily due to the timing of real estate tax
payments at certain of the Partnership's investment properties.
The increase in rental income for the three months ended March 31, 1994
as compared to the three months ended March 31, 1993 is primarily the result
of increased occupancy at the North Hills Mall.
The decrease in interest income for the three months ended March 31, 1994
as compared to the same period in 1993 is primarily due to the decrease in the
Partnership's average balance in U.S. Government obligations in 1994 as
discussed above and lower average return on such investments.
Property operating expenses increased in the three months ended March 31,
1994 as compared to the same period in 1993 primarily due to higher repairs
and maintenance expenses at certain of the Partnership's investment properties
which are partially recoverable from tenants.
The decrease in Partnership's share of operations of unconsolidated
ventures for the three months ended March 31, 1994 as compared to the same
period in 1993 is due primarily to the decrease in occupancy at the Royal
Executive Park investment property.
The gain of $571,428 on disposition of investment property during 1994 is
the result of the outparcel sale at the North Hills Mall as more fully
described in Note 2(c).
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment properties.
<CAPTION>
1993 1994
-------------------------------------------------------------
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. North Hills Mall
North Richland Hills, Texas (a). . . . . . . . . 92% 91% 95% 99% 95%
2. Pasadena Town Square
Pasadena, Texas. . . . . . . . . . . . . . . . . 85% 85% 85% 85% 84%
3. Collin Creek Mall
Plano, Texas . . . . . . . . . . . . . . . . . . 92% 94% 93% 96% 92%
4. Animas Valley Mall
Farmington, New Mexico . . . . . . . . . . . . . 90% 90% 90% 90% 90%
5. Royal Executive Park
Ryebrook, New York (b) . . . . . . . . . . . . . 97% 97% 97% 78% 78%
6. 40 Broad Street
New York, New York . . . . . . . . . . . . . . . 82% 82% 67% 79% 80%
- - -----------------
<FN>
(a) The occupancy has been restated for the first quarter 1993 to reflect occupancy by
temporary tenants which were not previously included. Occupancy without the temporary tenants is 84%
at June 30, 1993, 86% at September 30, 1993, 88% at December 31, 1993 and 87% at March 31, 1994.
(b) A major tenant has vacated a major portion of its space; however, the tenant continued to pay rent
pursuant to the terms of the lease until expiration in October 1993. Therefore, the rent paying occupancy
remained at 100% until October 1993.
</TABLE>
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
Response:
(a) Exhibits:
4-A. Document relating to the mortgage loan secured by the Collin
Creek Mall in Plano, Texas is hereby incorporated by reference to the
Partnership's report for December 31, 1992 on Form 10-K (File No. 0-12432)
dated March 19, 1993.
4-B. Document relating to the mortgage loan secured by the
Pasadena Town Square shopping center in Pasadena, Texas is hereby incorporated
by reference to the Partnership's report for December 31, 1992 on Form 10-K
(File No. 0-12432) dated March 19, 1993.
4-C. Modification document relating to the mortgage loan secured
by the Animas Valley Mall in Farmington, New Mexico is hereby incorporated by
reference to the Partnership's report for December 31, 1992 on Form 10-K (File
No. 0-12432) dated March 19, 1993.
10-A. Acquisition documents relating to the purchase by the
Partnership of an interest in the 40 Broad Street office building in new York,
New York are hereby incorporated by reference to the Partnership's report on
Form 8-K (File No. 0-12432) dated December 31, 1985.
10-B. Acquisition documents relating to the purchase by the
Partnership of an interest in the Royal Executive Park office complex in
Ryebrook, New York are hereby incorporated by reference to the Partnership's
report on Form 8-K (File No. 0-12432) dated December 30, 1983.
10-C. Acquisition documents relating to the purchase by the
Partnership of the Collin Creek Mall in Plano, Texas are hereby incorporated
by reference to the Partnership's Registration Statement on Post-Effective
Amendment No. 2 to Form S-11 (File No. 2-83599) dated June 29, 1983.
10-D. Acquisition documents relating to the purchase by the
Partnership of the North Hills Mall in North Richland Hills, Texas are hereby
incorporated by reference to the Partnership's Registration Statement on Post-
Effective Amendment No. 2 to Form S-11 (File No. 2-83599) dated June 29, 1983.
10-E. Acquisition documents relating to the purchase by the
Partnership of the Pasadena Town Square shopping center in Pasadena, Texas are
hereby incorporated by reference to the Partnership's Registration Statement
on Post-Effective Amendment No. 2 to Form S-11 (File No. 2-83599) dated June
29, 1983.
10-F. Acquisition documents including the venture agreement
relating to the purchase by the Partnership of an interest in the Animas
Valley Mall in Farmington, New Mexico are hereby incorporated by reference to
the Partnership's Registration Statement on Post-Effective Amendment No. 2 to
Form S-11 (File No. 2-83599) dated June 29, 1983.
10-G. Sale documents relating to the outparcel sale at the Animas
Valley Mall in Farmington, New Mexico are hereby incorporated by reference to
the Partnerships report for December 31, 1993 on Form 10-K (File No. 0-12432)
dated March 25, 1994.
10-H. Sale documents relating to the outparcel sale at the North
Hills Mall in North Richard Hills, Texas are hereby incorporated by reference
to the Partnership's report for December 31, 1993 on Form 10-K (File No. 0-
12432) dated March 25, 1994.
(b) No reports on Form 8-K have been filed for the quarter covered by
this report.
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. - X
BY: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date:May 11, 1994
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 11, 1994
