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
September 30, 1997 Commission File #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 [ ]
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations . . . . . . . . . . . 12
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K. . . . . . 15
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . $ 21,617,313 21,269,359
Interest, rents and other receivables, net of allowance
for doubtful accounts of $95,964 in 1997
and $68,817 in 1996. . . . . . . . . . . . . . . . . . . . 175,127 300,707
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 49,278 31,563
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . 596,745 721,351
------------ -----------
Total current assets . . . . . . . . . . . . . . . . 22,438,463 22,322,980
------------ -----------
Investment properties held for sale or disposition . . . . . . 12,161,056 --
------------ -----------
Investment properties:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,839,688
Buildings and improvements . . . . . . . . . . . . . . . . . -- 19,314,167
------------ -----------
-- 21,153,855
Less accumulated depreciation. . . . . . . . . . . . . . . . -- 8,438,692
------------ -----------
Total investment properties,
net of accumulated depreciation. . . . . . . . . . -- 12,715,163
Investment in unconsolidated ventures, at equity . . . . . . . 15,974,882 14,515,288
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 162,036 198,140
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 295,691 319,567
------------ -----------
$ 51,032,128 50,071,138
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1997 1996
------------- ------------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . $ 135,142 128,130
Accounts payable . . . . . . . . . . . . . . . . . . . . . . 150,377 286,682
Accrued interest . . . . . . . . . . . . . . . . . . . . . . 46,283 46,849
Accrued real estate taxes. . . . . . . . . . . . . . . . . . 381,750 588,333
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . 34,663 --
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . 748,215 1,049,994
Tenant security deposits . . . . . . . . . . . . . . . . . . . 11,700 13,250
Long-term debt, less current portion . . . . . . . . . . . . . 7,659,899 7,762,151
------------ -----------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . 8,419,814 8,825,395
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses) . . . . . . . . . . . . . 1,102,853 1,012,189
Cumulative cash distributions. . . . . . . . . . . . . . . (250,000) (250,000)
------------ -----------
853,853 763,189
------------ -----------
Limited partners (150,005 interests):
Capital contributions, net of offering costs . . . . . . . 135,651,080 135,651,080
Cumulative net earnings (losses) . . . . . . . . . . . . . 73,395,051 71,219,114
Cumulative cash distributions. . . . . . . . . . . . . . . (167,287,670)(166,387,640)
------------ -----------
41,758,461 40,482,554
------------ -----------
Total partners' capital accounts . . . . . . . . . . . 42,612,314 41,245,743
------------ -----------
$ 51,032,128 50,071,138
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
------------------------- ------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . $ 1,359,509 1,992,893 4,179,240 5,090,136
Interest income. . . . . . . . . . . . . 263,489 252,651 772,922 774,132
----------- ---------- ---------- ----------
1,622,998 2,245,544 4,952,162 5,864,268
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . . 139,042 141,271 418,832 425,402
Depreciation . . . . . . . . . . . . . . 201,164 206,866 602,937 592,898
Property operating expenses. . . . . . . 832,890 1,017,438 2,724,778 3,087,913
Professional services. . . . . . . . . . 10,107 40,855 19,880 84,746
Amortization of deferred expenses. . . . 12,189 18,913 36,568 54,181
General and administrative . . . . . . . 91,904 100,468 342,160 352,511
----------- ---------- ---------- ----------
1,287,296 1,525,811 4,145,155 4,597,651
----------- ---------- ---------- ----------
Operating earnings (loss) . . . . 335,702 719,733 807,007 1,266,617
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . 578,189 209,445 1,459,594 496,231
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . $ 913,891 929,178 2,266,601 1,762,848
=========== ========== ========== ==========
Net earnings (loss) per limited
partnership interest. . . . . . . $ 5.85 5.95 14.51 11.28
=========== ========== ========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . $ -- -- 6.00 10.00
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . $ 2,266,601 1,762,848
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . 602,937 592,898
Amortization of deferred expenses. . . . . . . . . . . . . . . 36,568 54,181
Partnership's share of operations of uncon-
solidated ventures, net of distributions . . . . . . . . . . (1,459,594) 38,249
Changes in:
Interest, rents and other receivables. . . . . . . . . . . . . 125,580 (61,782)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . 124,606 206,055
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . (17,715) (21,673)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 23,876 22,519
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . (136,305) 136,943
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . (566) (492,312)
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . (206,583) (184,006)
Tenant security deposits . . . . . . . . . . . . . . . . . . . (1,550) (4,850)
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . 34,663 --
---------- -----------
Net cash provided by (used in) operating activities. . . . 1,392,518 2,049,070
---------- -----------
Cash flows from investing activities:
Additions to investment properties . . . . . . . . . . . . . . . (48,830) (358,249)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . (464) (20,948)
Partnership's contribution to unconsolidated ventures. . . . . . -- (62,880)
---------- -----------
Net cash provided by (used in) investing activities. . . . (49,294) (442,077)
---------- -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ -----------
Cash flows from financing activities:
Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . -- (378,034)
Principal payments on long-term debt . . . . . . . . . . . . . . (95,240) (79,084)
Distributions to limited partners. . . . . . . . . . . . . . . . (900,030) (1,500,050)
------------ -----------
Net cash provided by (used in) financing activities. . . (995,270) (1,957,168)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . 347,954 (350,175)
Cash and cash equivalents, beginning of year . . . . . . 21,269,359 21,431,887
------------ -----------
Cash and cash equivalents, end of period . . . . . . . .$ 21,617,313 21,081,712
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . .$ 419,398 917,714
============ ===========
Non-cash investing and financing activities. . . . . . . . . . .$ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
GENERAL
Readers of this report should refer to the Partnership's audited
financial statements for the year ended December 31, 1996, which are
included in the Partnership's 1996 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell such property and active marketing activity has commenced or is
expected to commence in the near term. In accordance with SFAS 121, any
properties identified as "held for sale or disposition" are no longer
depreciated. As of September 30, 1997, the Partnership has previously
committed to plans to sell or dispose of all their remaining investment
properties. Accordingly, the consolidated property has been classified as
held for sale or disposition in the accompanying financial statements as of
the respective date of such plan's adoption. The results of operations,
net of venture partner's share, for this property and for properties sold
or disposed of in the past two years were $461,902 and $473,262,
respectively, for the nine months ended September 30, 1997 and 1996. In
addition, the accompanying financial statements include $1,459,594 and
$496,231, respectively, of the Partnership's share of total operations of
$3,365,179 and $1,192,167, respectively, for the nine months ended
September 30, 1997 and 1996 of the 40 Broad Street and Royal Executive Park
ventures, unconsolidated properties classified as held for sale at
September 30, 1997.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Managing 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, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of September 30, 1997 and for the nine months ended
September 30, 1997 and 1996 were as follows:
<PAGE>
Unpaid at
September 30,
1997 1996 1997
------- ------- -------------
Property management
and leasing fees. . . . . $ 89,408 105,962 --
Insurance commissions. . . 11,267 3,546 11,267
Reimbursement (at cost)
for out-of-pocket salary
and salary related ex-
penses related to the
on-site and other costs
for the Partnership
and its investment
properties. . . . . . . . 71,572 116,643 41,587
-------- ------- ------
$172,247 226,151 52,854
======== ======= ======
The General Partners have deferred (in accordance with the Partnership
agreement) payment of certain of their distributions of net cash flow from
the Partnership. Accordingly, $10,253,183 (approximately $68 per interest)
of distributable cash and $3,481,080 (approximately $23 per interest) of
sale proceeds has been deferred by the General Partners. These amounts,
together with the unpaid fees and expenses set forth in the chart above, do
not bear interest and may be paid in future periods in accordance with the
Partnership agreement to the extent of sufficient distributable proceeds
from property operations, sales or refinancing. The Partnership does not
expect that the subordination requirements of the Partnership agreement
will be satisfied over the expected remaining term of the Partnership to
permit payment of the majority of these amounts.
40 BROAD STREET
The building's occupancy decreased to 88% at the end of the quarter,
down from 90% at the end of the previous quarter due to the lease
expiration and subsequent move-out by U.S. Fidelity & Guaranty (5,572
square feet or 2% of the building). A majority of the remaining vacancy is
contained on the upper floors of the building. After payment of costs
associated with recent leasing, the building is expected to produce a small
amount of cash flow for the Partnership and its affiliated partner in 1997.
The 40 Broad Street venture has committed to a plan to sell the
property and has classified the remaining assets as held for sale as of
July 1, 1997 and these assets are therefore no longer subject to continued
depreciation beyond such date. In such regard, in November 1997, the
Partnership and affiliated partner executed a non-binding letter of intent
with an unaffiliated third party to sell the property. The letter of
intent contemplates a closing prior to the end of the year. However, the
finalization of the sale is subject to numerous conditions including due
diligence review by the prospective purchaser and final documentation
acceptable to both parties. Therefore, there are no assurances that this
or any sale of the property will be finalized. If the sale is completed on
the proposed terms, the Partnership and the affiliated partner would
recognize a gain for financial reporting purposes (predominately due to
provisions for value impairment totaling approximately $52,000,000 recorded
in 1990 and 1991) and a loss for Federal income tax reporting purposes.
NORTH HILLS MALL
Occupancy of the center decreased to 81% during the third quarter,
down from 82% at the end of the previous quarter. Included in this
occupancy rate are temporary tenants which occupy approximately 14% of the
center's leasable square footage. The Partnership has been seeking a
<PAGE>
replacement anchor department store for the existing Stripling & Cox store.
Based upon discussions with most major department store owners, it does not
appear that the Partnership will be able to attract a traditional
department store anchor to the center in the near term.
North Hills Mall's major competition, Northeast Mall (located within a
mile from the center) announced that it would be undertaking a major
redevelopment which would increase its mall space as well as add up to two
new anchor department stores. Completion is expected sometime in 1999.
Nordstrom's department store has committed to be one of those anchor
stores. Northeast Mall already has four anchor department store tenants.
North Hills Mall has three anchor department stores, none of which are
owned by the Partnership. The operating agreements which require these
stores to remain open expire in 1999 and 2000. There is no certainty that
any of these stores will continue operations beyond the operating agreement
expiration dates.
The Partnership continues to consider alternatives for the
redevelopment of the property to co-exist with the increased competition.
The goal is to develop a plan which will stabilize the center and allow the
Partnership to preserve as much value as possible.
While any redevelopment plan is likely to involve substantial costs,
the Partnership will not make additional investments in the property for a
redevelopment unless it believes that the incremental investment will be
returned with a reasonable profit thereon. Nevertheless, the Partnership
believes that the pursuit of a redevelopment plan for the property, even if
not pursued by the Partnership, will assist in the marketing and eventual
sale of the property. There are no assurances that, even if the
Partnership desired to do so, a redevelopment or sale of the property would
occur. In the meantime, the center produces sufficient operating cash flow
to cover the required debt service and provide the Partnership with a cash
return.
ROYAL EXECUTIVE PARK
As the joint venture has committed to a plan to sell or dispose of the
property, the Royal Executive Park office building was classified as held
for sale as of December 31, 1996, and therefore, has not been subject to
continued depreciation beyond that date.
During the quarter, occupancy of the office building increased to 93%,
up from 83% in the previous quarter due to the move-in of Compass Group
(25,715 square feet). Subsequent to the end of the quarter, Acxiom/Direct
Media Inc. (14,734 square feet) moved-in, bringing occupancy in the
building to 98%. After payment of the costs associated with recent
leasing, which has been funded primarily from funds on hand at the
beginning of the year, it is expected that the property will produce cash
flow for the Partnership and its unaffiliated venture partner in 1997.
The joint venture is currently negotiating a non-binding letter of
intent with an unaffiliated third party to sell the property. While no
formal letter agreement has been signed, the intent of the parties is that
the sale would occur prior to the end of the year. If a non-binding letter
of intent is signed, the finalization of the sale would be subject to
numerous conditions including due diligence review by the prospective
purchaser and final documentation acceptable to both parties. Therefore,
there are no assurances that this or any sale of the property will be
finalized. If the sale is completed on the proposed terms, the Partnership
and the affiliated partner would recognize a gain for financial reporting
and Federal income tax purposes.
The joint venture has determined that one of the property's
underground storage tanks had discharged an amount of fuel oil into the
ground in the past that now requires remediation. The joint venture
<PAGE>
believes that such discharge had been the result of normal operations of
the property and not the result of actions of tenants or other third
parties. The joint venture has received a cost estimate of approximately
$200,000 for remediation of the contaminated soil. As part of the sale
negotiations discussed above, the prospective purchaser, if the sale is
finalized, will be required to hold the joint venture harmless for any
future clean-up costs or claims resulting from the contaminated soil
whether or not they perform the remediation. If the property is not sold,
the joint venture will commence remediation work in the spring of 1998.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for Royal Executive Park for the
nine months ended September 30, 1997 and 1996 is as follows:
1997 1996
---------- ---------
Total income . . . . . . . . $4,322,589 3,770,420
Expenses applicable to
operating loss. . . . . . . 2,147,172 3,112,706
---------- ---------
Operating loss . . . . . . . $2,175,417 657,713
========== =========
Partnership's share loss . . $1,085,533 328,199
========== =========
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 September 30,
1997 and for the three and nine months ended September 30, 1997 and 1996.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
During mid-1996, some of the Limited Partners in the Partnership
received unsolicited tender offers to purchase up to 7,250 Interests in the
Partnership at $150 per Interest from an unaffiliated third party. The
Partnership recommended against acceptance of these offers on the basis
that, among other things, the offer prices were inadequate. Such offers
expired in 1996.
The board of directors of JMB Realty Corporation ("JMB") the Managing
General Partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offer. 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.
During the fourth quarter of 1996 and in the first three quarters of
1997, some of the Limited Partners received unsolicited tender offers from
unaffiliated third parties to purchase up to 4.9% of the Interests in the
Partnership at prices ranging from $200 to $225 per Interest. The Special
Committee recommended against acceptance of these offers on the basis,
among other things, that the offer prices were inadequate. Certain of such
offers have expired and one is currently scheduled to expire in mid-
November, 1997. As of the date of this report, the Partnership is aware
that approximately 5.45% of the Interests in the Partnership have been
purchased in 1996 or 1997 by such unaffiliated third parties either
pursuant to such tender offers or through negotiated purchases.
It is possible that other offers for Interests may be made by
unaffiliated third parties in the future, although there is no assurance
that any other third party will commence an offer for Interests, the terms
of any such offer or whether any such offer, if made, will be consummated,
amended or withdrawn.
At September 30, 1997, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $21,617,000. Such remaining
funds are available for distributions to partners (as discussed below) and
for working capital requirements including tenant and capital improvements
at the North Hills Mall investment property.
In November 1997, the Partnership expects to make a semi-annual
distribution of cash generated from operations of $6 per Interest. Future
distributions from sales or property operations will depend upon a
combination of operating cash flow from the remaining investment properties
and the longer term capital requirements of the Partnership.
After reviewing the remaining properties and the marketplaces in which
they operate, the General Partners of the Partnership expect to be able to
conduct an orderly liquidation of its remaining investment portfolio as
quickly as practicable. Therefore, the affairs of the Partnership are
expected to be wound up no later than December 31, 1999 (sooner if the
properties are sold in the nearer term), barring unforeseen economic
developments.
<PAGE>
RESULTS OF OPERATIONS
The decrease in interest, rents and other receivables at September 30,
1997 as compared to December 31, 1996 is primarily due to the timing of
rental payments from tenants at the North Hills Mall.
The decrease in escrow deposits and accrued real estate taxes at
September 30, 1997 as compared to December 31, 1996 is primarily due to the
timing of payment of real estate taxes at the North Hills Mall investment
property.
The increase in investment in unconsolidated ventures, at equity at
September 30, 1997 as compared to December 31, 1996, and in the
Partnership's share of operations from unconsolidated ventures for the
three and nine months ended September 30, 1997 as compared to the three and
nine months ended September 30, 1996 is primarily due to higher rental
income, due to increased occupancy, at both the Royal Executive Park and 40
Broad Street investment properties. The increase is also due to Royal
Executive Park being classified as held for sale as of December 31, 1996,
and 40 Broad Street being classified as held for sale as of July 1, 1997,
and therefore, no longer subject to further depreciation.
The decrease in accounts payable at September 30, 1997 as compared to
December 31, 1996 is primarily due to the timing of payments of certain
recurring professional fees by the Partnership.
The increase in unearned rents at September 30, 1997 as compared to
December 31, 1996 is primarily due to the prepayment of rents at the North
Hills Mall.
The decrease in rental income for the three and nine months ended
September 30, 1997 as compared to the three and nine months ended September
30, 1996 is primarily due to the overall decrease in occupancy at the North
Hills Mall investment property for the periods compared and decreased
rental income from many of the remaining tenants whose leases have recently
been modified or altered to provide lower effective rental rates then
previously achieved at the property. The decrease is also due to the
receipt of final prorations in 1996 related to the sales of Collin Creek
Mall in December 1994 and Animas Valley Mall in June 1995.
The decrease in property operating expenses for the three and nine
months ended September 30, 1997 as compared to the three and nine months
ended September 30, 1996 is primarily due to a decrease in advertising
expense at the North Hills Mall investment property due to the timing of
promotional campaigns at the mall and also to a decrease in real estate
taxes due to a successful appeal of such taxes in 1997.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
investment properties owned during 1997.
<CAPTION>
1996 1997
--------------------------------------------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. North Hills Mall
North Richland Hills,
Texas (a). . . . . . . 86% 88% 86% 88% 84% 82% 81%
2. Royal Executive Park
Ryebrook, New York . . 78% 81% 81% 81% 81% 83% 93%
3. 40 Broad Street
New York, New York . . 75% 78% 81% 74% 82% 90% 88%
- -----------------
<FN>
(a) The occupancy has been restated to reflect occupancy by temporary tenants which were not previously
included. Occupancy without the temporary tenants is 74% at March 31, 1996, 75% at June 30, 1996, 72% at
September 30, 1996, 73% at December 31, 1996, 68% at March 31, 1997, 69% at June 30, 1997 and 67% at September 30,
1997.
</TABLE>
<PAGE>
ITEM 6. EXHIBIT AND REPORTS ON FORM 8-K
Response:
(a) Exhibits:
3-A. The Prospectus of the Partnership dated June 29, 1983 as
supplemented September 12, 1983 and October 21, 1983, as filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated
herein by reference to Exhibit 3-A to the Partnership's Report for December
31, 1992 on Form 10-K (File No. 0-12140) 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 Report for December
31, 1992 on Form 10-K (File No. 0-12140) dated March 19, 1993.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between ABPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's Report for September 30, 1996 on Form 10-Q/A (as amended)
(File No. 0-12140) dated November 25, 1996.
4-A. Document relating to the mortgage loan secured by the
North Hills Mall in North Richland Hills, Texas, is hereby incorporated
herein by reference to the Partnership's Report on Form 10-K (File No. 0-
12432) dated December 31, 1995.
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 herein by reference to the
Partnership's Report on Form 8-K (File No. 2-83599) 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 herein by reference to the
Partnership's Report on Form 8-K (File No. 2-83599) dated December 30,
1983.
10-C. Acquisition documents relating to the purchase by the
Partnership of the North Hills Mall in North Richland Hills, Texas are
hereby incorporated herein 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.
27. Financial Data Schedule
(b) No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - X
BY: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 12, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 12, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997 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-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 21,617,313
<SECURITIES> 0
<RECEIVABLES> 821,150
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 22,438,463
<PP&E> 12,161,056
<DEPRECIATION> 0
<TOTAL-ASSETS> 51,032,128
<CURRENT-LIABILITIES> 748,215
<BONDS> 7,659,899
<COMMON> 0
0
0
<OTHER-SE> 42,612,314
<TOTAL-LIABILITY-AND-EQUITY>51,032,128
<SALES> 4,179,240
<TOTAL-REVENUES> 4,952,162
<CGS> 0
<TOTAL-COSTS> 3,364,283
<OTHER-EXPENSES> 362,040
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 418,832
<INCOME-PRETAX> 807,007
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,266,601
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,266,601
<EPS-PRIMARY> 14.51
<EPS-DILUTED> 14.51
</TABLE>
