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, 1998 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 . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K. . . . . . 16
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . $ 22,914,560 39,301,294
Interest, rents and other receivables, net of allowance
for doubtful accounts of $189,000 in 1998
and $100,112 in 1997 . . . . . . . . . . . . . . . . . . . 1,011,726 284,974
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 50,430 30,426
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . 495,535 761,465
------------ -----------
Total current assets . . . . . . . . . . . . . . . . 24,472,251 40,378,159
------------ -----------
Investment property held for sale or disposition . . . . . . . 10,204,902 12,177,898
------------ -----------
Investment in unconsolidated ventures, at equity . . . . . . . 592,795 12,069,269
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 112,689 149,847
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 228,434 287,733
------------ -----------
$ 35,611,071 65,062,906
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . $ 145,092 137,564
Accounts payable . . . . . . . . . . . . . . . . . . . . . . 177,105 350,052
Accrued interest . . . . . . . . . . . . . . . . . . . . . . 45,481 46,088
Accrued real estate taxes. . . . . . . . . . . . . . . . . . 394,875 519,413
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . 762,553 1,053,117
Tenant security deposits . . . . . . . . . . . . . . . . . . . 13,150 14,800
Long-term debt, less current portion . . . . . . . . . . . . . 7,514,807 7,624,586
------------ -----------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . 8,290,510 8,692,503
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses) . . . . . . . . . . . . . 1,292,683 1,278,637
Cumulative cash distributions. . . . . . . . . . . . . . . (250,000) (250,000)
------------ -----------
1,043,683 1,029,637
------------ -----------
Limited partners (150,005 interests):
Capital contributions, net of offering costs . . . . . . . 135,651,080 135,651,080
Cumulative net earnings (losses) . . . . . . . . . . . . . 88,214,478 87,877,386
Cumulative cash distributions. . . . . . . . . . . . . . . (197,588,680)(168,187,700)
------------ -----------
26,276,878 55,340,766
------------ -----------
Total partners' capital accounts . . . . . . . . . . . 27,320,561 56,370,403
------------ -----------
$ 35,611,071 65,062,906
============ ===========
<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, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
----------------------------------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . $ 1,820,932 1,359,509 4,565,017 4,179,240
Interest income. . . . . . . . . . . . . 286,310 263,489 1,057,602 772,922
----------- ---------- ---------- ----------
2,107,242 1,622,998 5,622,619 4,952,162
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . . 136,648 139,042 411,778 418,832
Depreciation . . . . . . . . . . . . . . -- 201,164 -- 602,937
Property operating expenses. . . . . . . 807,498 832,890 2,433,365 2,724,778
Professional services. . . . . . . . . . 130 10,107 52,878 19,880
Amortization of deferred expenses. . . . 12,810 12,189 37,158 36,568
General and administrative . . . . . . . 86,369 91,904 310,315 342,160
Provision for value impairment . . . . . 2,095,000 -- 2,095,000 --
----------- ---------- ---------- ----------
3,138,455 1,287,296 5,340,494 4,145,155
----------- ---------- ---------- ----------
(1,031,213) 335,702 282,125 807,007
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . (76,303) 578,189 69,013 1,459,594
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . $(1,107,516) 913,891 351,138 2,266,601
=========== ========== ========== ==========
Net earnings (loss) per limited
partnership interest. . . . . . . $ (7.09) 5.85 2.25 14.51
=========== ========== ========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . $ -- -- 196.00 6.00
=========== ========== ========== ==========
<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, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . $ 351,138 2,266,601
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . -- 602,937
Amortization of deferred expenses. . . . . . . . . . . . . . . 37,158 36,568
Provision for value impairment . . . . . . . . . . . . . . . . 2,095,000 --
Partnership's share of operations of uncon-
solidated ventures . . . . . . . . . . . . . . . . . . . . . (69,013) (1,459,594)
Changes in:
Interest, rents and other receivables. . . . . . . . . . . . . (726,752) 125,580
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . 265,930 124,606
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . (20,004) (17,715)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 17,399 23,876
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . (172,947) (101,642)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . (607) (566)
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . (124,538) (206,583)
Tenant security deposits . . . . . . . . . . . . . . . . . . . (1,650) (1,550)
---------- -----------
Net cash provided by (used in) operating activities. . . . 1,651,114 1,392,518
---------- -----------
Cash flows from investing activities:
Additions to investment properties . . . . . . . . . . . . . . . (80,104) (48,830)
Partnership's distributions from unconsolidated ventures . . . . 11,545,487 --
Payment of deferred expenses . . . . . . . . . . . . . . . . . . -- (464)
---------- -----------
Net cash provided by (used in) investing activities. . . . 11,465,383 (49,294)
---------- -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . (102,251) (95,240)
Distributions to limited partners. . . . . . . . . . . . . . . . (29,400,980) (900,030)
------------ -----------
Net cash provided by (used in) financing activities. . . (29,503,231) (995,270)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . (16,386,734) 347,954
Cash and cash equivalents, beginning of year . . . . . . 39,301,294 21,269,359
------------ -----------
Cash and cash equivalents, end of period . . . . . . . .$ 22,914,560 21,617,313
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . .$ 412,385 419,398
============ ===========
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, 1998 AND 1997
GENERAL
Readers of this report should refer to the Partnership's audited
financial statements for the year ended December 31, 1997, which are
included in the Partnership's 1997 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, 1998, the Partnership has previously
committed to plans to sell or dispose of its remaining investment property.
Accordingly, the consolidated property has been classified as held for sale
or disposition in the accompanying consolidated financial statements as of
the respective date of such plan's adoption. The results of operations for
this property and for properties sold or disposed of in the past two years
were $1,707,445 and $461,902, respectively, for the nine months ended
September 30, 1998 and 1997. In addition, the accompanying consolidated
financial statements include $69,013 and $1,459,594, respectively, of the
Partnership's share of total operations of $176,622 and $3,365,179,
respectively, for the nine months ended September 30, 1998 and 1997 of the
40 Broad Street and Royal Executive Park ventures, unconsolidated
properties classified as held for sale at September 30, 1998 or sold or
disposed of in the past two years.
In response to the uncertainty relating to the Partnership's ability
to recover the net carrying value of the North Hills Mall investment
property through future operations or sale, the Partnership, as a matter of
prudent accounting practice and for financial reporting purposes, recorded
a provision for value impairment at September 30, 1998 of $2,095,000. Such
provision was recorded to reduce the net basis of the investment property
to the estimated fair value, less estimated costs of sale.
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, 1998 and for the nine months ended
September 30, 1998 and 1997 were as follows:
<PAGE>
Unpaid at
September 30,
1998 1997 1998
-------- ------- -------------
Property management and
leasing fees. . . . . . . $ 90,660 89,408 --
Insurance commissions. . . 11,491 11,267 --
Reimbursement (at cost) for
out-of-pocket salary and
salary related expenses
related to the on-site
and other costs for the
Partnership and its
investment properties . . 83,865 71,572 13,953
-------- ------- ------
$186,016 172,247 13,953
======== ======= ======
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, $10,453,190 (approximately $70 per interest)
of distributable cash 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 refinancings. 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
On December 30, 1997, the Partnership, through a joint venture
partnership (the "Affiliated Joint Venture") with JMB Income Properties,
Ltd. - XII (a partnership sponsored by the Managing General Partner of the
Partnership), sold the land, building, related improvements and personal
property of the 40 Broad Street office building to an unaffiliated third
party for a sale price of $34,735,000 (before selling expenses and
prorations). The sale resulted in a gain of $20,532,803 (predominantly due
to provisions for value impairment totaling approximately $52,000,000
recorded in 1990 and 1991, of which the Partnership's share was
approximately $16,349,000) and a loss of $9,703,264 in 1997 for financial
reporting and Federal income tax purposes, respectively, of which
$6,432,431 of gain and $3,050,706 of loss was allocated to the Partnership,
respectively. In addition, in connection with the sale of the property, as
is customary in such transactions, the Affiliated Joint Venture agreed to
certain representations, warranties and covenants with a stipulated
survival period that expires December 1, 1998. Although it is not
expected, the Affiliated Joint Venture may ultimately have some liability
under such representations, warranties and covenants, but such liability
has been limited in the sale agreement to actual damages in an amount not
to exceed $1,500,000 in the aggregate, of which the Partnership's share is
limited to $471,600.
NORTH HILLS MALL
The Partnership has been seeking a replacement anchor department store
for the existing Stripling & Cox store. Based upon discussions with a
number of major department store owners and given the market and property
operating conditions discussed more fully below, it does not appear that
the Partnership will be able to attract a traditional department store
anchor to the center in the near term. Additionally, as a result of poor
sales a major tenant in the mall, who operated the cinema, was able to
terminate its lease. For this right, the tenant was required to pay a
termination fee of approximately $797,000. The tenant ceased operations in
September 1998, and the Partnership received the fee early in the fourth
quarter of 1998.
<PAGE>
North Hills Mall's major competition, Northeast Mall (located within a
mile from the center) has begun construction on a major redevelopment that
would increase its mall space as well as add two new anchor department
stores. Completion is expected sometime in 2000. Nordstrom's department
store and Saks Fifth Avenue Department Store have committed to be two of
those anchor stores. Northeast already has four anchor department store
tenants.
In addition to the increased competition from Northeast Mall, over the
last several years a significant number of strip center developments have
been opened within a close proximity to the center. Many of these centers
include large retail "Big Box" tenants that have adversely affected the
center's tenant sales.
North Hills Mall has three anchor department stores, none of which are
owned by the Partnership. The operating agreements that 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 effect of all these conditions is that mall sales have decreased
in recent years and the manager has had difficulty retaining and attracting
typical national or regional tenants. As indicated above, while the
occupancy of the center is 69%, only 51% is occupied by permanent tenants.
The center's operating cash flow has been and will continue to be reduced
due to increased vacancy and lower effective rental rates achieved on re-
leasing vacant space. If the Foley's anchor department store were to close
in 1999 without some form of replacement, it would be very difficult to
lease space in the center.
The Partnership had considered various alternatives for the
redevelopment of the property to co-exist with the increased competition.
Due to competitive pressures in the marketplace, the Partnership has been
unable to finalize a redevelopment plan. Given the complexity of a
redevelopment, the lengthy time span likely needed to complete the project
and the Partnership's desire to wind up its affairs in the near term, it
was determined that it would be better for a buyer with a longer-term
ownership perspective to undertake a redevelopment.
As the Partnership had committed to a plan to sell or dispose of the
property, North Hills Mall was classified as held for sale or disposition
as of September 30, 1997, and therefore has not been subject to continued
depreciation beyond such date. The Partnership has been marketing the
property for sale. In November 1998, the Partnership entered into a non-
binding letter of intent to sell the North Hills Mall. The prospective
purchaser is currently conducting its due diligence review with respect to
the property and is expected to complete such review in December 1998. A
sale of the property at the proposed terms would result in no gain to the
Partnership for financial reporting purposes and a gain for Federal income
tax purposes. The letter of intent executed by the Partnership and the
prospective purchaser is non-binding and consummation of the proposed
transaction is subject to the satisfaction of various conditions.
Therefore, there can be no assurance that a sale of the property will be
consummated on any terms. Additionally, if the sale is completed, and
subject to the timing of such sale, the affairs of the Partnership are
expected to be wound up in the 1998 time frame, barring unforeseen economic
developments.
<PAGE>
ROYAL EXECUTIVE PARK
On December 19, 1997, the Partnership, through the Royal Executive
Park joint venture, sold the land, buildings, related improvements and
personal property of the Royal Executive Park office complex to an
unaffiliated third party for a sale price of $37,000,000 (before selling
expenses and prorations). The sale resulted in a gain in 1997 of
$10,736,881 and $28,437,135 for financial reporting and Federal income tax
purposes, respectively, of which $7,252,278 and $12,360,718 of gain was
allocated to the Partnership, respectively. In addition, in connection
with the sale of the property, as is customary in such transactions, the
joint venture agreed to certain representations, warranties and covenants
with a stipulated survival period that expires November 15, 1998. Although
it is not expected, the joint venture may ultimately have some liability
under such representations, warranties and covenants, but such liability
has been limited in the sale agreement to actual damages in an amount not
to exceed $2,000,000 in the aggregate, of which the Partnership's share is
limited to approximately $456,000.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
Summary income statement information for Royal Executive Park and 40
Broad Street for the nine months ended September 30, 1998 and 1997 is as
follows:
1998 1997
---------- ---------
Total income . . . . . . . . $ 426,402 8,604,832
Expenses applicable to
operations. . . . . . . . . 249,780 5,239,653
---------- ---------
Net earnings . . . . . . . . $ 176,622 3,365,179
========== =========
Partnership's share
of net earnings. . . . . . $ 69,013 1,459,594
========== =========
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,
1998 and for the three and nine months ended September 30, 1998 and 1997.
<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.
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 1997 and 1998, some of the Limited Partners in the Partnership
received unsolicited tender offers from unaffiliated third parties to
purchase up to 4.9% of the Interests in the Partnership at prices ranging
from $100 to $225 per Interest. The Partnership recommended against
acceptance of these offers on the basis that, among other things, the offer
prices were inadequate. Certain of such offers have expired and one other
is currently scheduled to expire in November 1998. As of the date of this
report, the Partnership is aware that approximately 6.68% of the Interests
in the Partnership have been purchased 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, 1998, the Partnership had cash and cash equivalents
of approximately $22,915,000. Such funds are available for distributions
to partners (as discussed below), for working capital requirements
including tenant and capital improvements, to the extent not funded from
future operations, and for potential liability related to representations
made pursuant to sales of real estate investments in December 1997 as more
fully described in the Notes.
In May 1998, the Partnership made 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 property and the longer term
capital requirements of the Partnership. Additionally, the Partnership
currently expects to distribute approximately $16,500,000 ($110 per
Interest) of previously undistributed sales proceeds. This distribution is
expected to be made in the fourth quarter of 1998 with the semi-annual
distribution of cash generated from operations of $6 per interest.
After reviewing the North Hills Mall investment property and the
marketplace in which it operates the General Partners of the Partnership
expect to sell the North Hills Mall investment property as quickly as
practicable. As reported above, the Partnership has a non-binding letter
of intent to sell such property potentially by the end of 1998. In
conjunction with the sale, the Partnership may contract to certain
representations and warranties that may extend beyond the end of 1998.
Assuming the Partnership is successful in selling the property, the General
Partners potentially could terminate the affairs of the Partnership by the
end of 1998, barring unforeseen economic developments.
<PAGE>
In connection with the planned liquidation and termination of the
Partnership, the Managing General Partner may cause the formation of a
liquidating trust on or before December 31, 1998, in which all of the
Partnership's remaining assets, subject to liabilities, will be
transferred. The initial trustees of the liquidating trust are expected to
be individuals who are officers of the Managing General Partner. Each
Holder of Interests in the Partnership would, upon the establishment of the
liquidating trust, be deemed to be the beneficial owner of a comparable
share of the aggregate beneficial interests in the liquidating trust. It
is anticipated that the liquidating trust would permit the realization of
substantial cost savings in administrative and other expenses until any
residual liabilities (including contingent liabilities) of the Partnership
are paid or otherwise determined to be extinguished and any remaining funds
are distributed to the beneficial owners of the liquidating trust. The
liquidating trust is expected to be in existence for approximately one
year, subject to extension under certain circumstances.
RESULTS OF OPERATIONS
The increase in interest, rents and other receivables at September 30,
1998 as compared to December 31, 1997 and the related increase in rental
income for the three and nine months ended September 30, 1998 as compared
to the three and nine months ended September 30, 1997 is primarily due to a
lease termination fee related to a tenant vacating its space at the North
Hills Mall in the third quarter of 1998.
The decrease in escrow deposits and accrued real estate taxes at
September 30, 1998 as compared to December 31, 1997 is primarily due to the
timing of payment of real estate taxes at the North Hills Mall investment
property.
The decrease in investment property held for sale and accrued rents
receivable at September 30, 1998 as compared to December 31, 1997 and the
provision for value impairment for the three and nine months ended
September 30, 1998 is due to recording a provision to reduce the carrying
value of the North Hills Mall.
The decrease in investment in unconsolidated ventures, at equity at
September 30, 1998 as compared to December 31, 1997 is primarily due to the
distribution to the venture partners in January 1998 of sale proceeds of
approximately $33,155,000 relating to the sale of the 40 Broad Street
investment property in December 1997, of which the Partnership's share was
approximately $10,424,000. In addition, the decrease is also due to the
distribution to the venture partners in January 1998 of remaining operating
cash of approximately $2,369,000 at the Royal Executive Park investment
property as a result of its sale in December 1997, of which the
Partnership's share was approximately $1,182,000.
The decrease in accounts payable at September 30, 1998 as compared to
December 31, 1997 is primarily due to the timing of payments of certain
recurring professional fees by the Partnership and certain property
operating expenses at the North Hills Mall investment property.
The increase in interest income for the nine months ended
September 30, 1998 as compared to the nine months ended September 30, 1997
is primarily due to the temporary investment of sale proceeds relating to
the sale in December 1997 of the Royal Executive Park and 40 Broad Street
investment properties. Substantially all of such proceeds were distributed
by the Partnership to the Limited Partners in February 1998.
The decrease in depreciation expense for the three and nine months
ended September 30, 1998 as compared to the three and nine months ended
September 30, 1997 is primarily due to the North Hills Mall investment
property being identified as held for sale or disposition as of
September 30, 1997, and therefore, no longer subject to depreciation beyond
such date.
<PAGE>
The decrease in property operating expenses for the three and nine
months ended September 30, 1998 as compared to the three and nine months
ended September 30, 1997 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.
The decrease in Partnership's share of operations of unconsolidated
ventures for the three and nine months ended September 30, 1998 as compared
to the three and nine months ended September 30, 1997 is primarily due to
the sale in December 1997 of the Royal Executive Park and 40 Broad Street
investment properties. The Partnership's share of operations of
unconsolidated ventures for the three months ended September 30, 1998 is
primarily due to certain unanticipated costs incurred in 1998 related to
the sale of the Royal Executive Park investment property.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate physical occupancy levels by quarter for the Partnership's
investment property owned during 1998.
<CAPTION>
1997 1998
--------------------------------------------------------------------
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>
North Hills Mall
North Richland Hills,
Texas (a). . . . . . . . . 84% 82% 81% 78% 78% 80% 69%
- -----------------
<FN>
(a) The percentage represents physical occupancy which includes temporary tenants. Occupancy without
temporary tenants is 68% at March 31, 1997, 69% at June 30, 1997, 67% at September 30, 1997, 67% at December 31,
1997, 65% at March 31, 1998, 64% at June 30, 1998 and 51% at September 30, 1998.
</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.
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 11, 1998
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 11, 1998
<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, 1998 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-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 22,914,560
<SECURITIES> 0
<RECEIVABLES> 1,557,691
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 24,472,251
<PP&E> 10,204,902
<DEPRECIATION> 0
<TOTAL-ASSETS> 35,611,071
<CURRENT-LIABILITIES> 762,553
<BONDS> 7,514,807
<COMMON> 0
0
0
<OTHER-SE> 27,320,561
<TOTAL-LIABILITY-AND-EQUITY>35,611,071
<SALES> 4,565,017
<TOTAL-REVENUES> 5,622,619
<CGS> 0
<TOTAL-COSTS> 2,470,523
<OTHER-EXPENSES> 2,458,193
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 411,778
<INCOME-PRETAX> 282,125
<INCOME-TAX> 0
<INCOME-CONTINUING> 351,138
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 351,138
<EPS-PRIMARY> 2.25
<EPS-DILUTED> 2.25
</TABLE>
