SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended
December 31, 1998 Commission File Number 0-12140
JMB INCOME PROPERTIES, LTD. - X
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(Exact name of registrant as specified in its charter)
Illinois 36-3235999
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(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
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(Address of principal executive office) (Zip Code)
The undersigned registrant hereby amends the following section of its
Report for the year ended December 31, 1998 on Form 10-K405 as set forth in
the pages attached hereto:
PART II
ITEM 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. Pages 12 through 16A.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - X
By: JMB Realty Corporation
Managing General Partner
GAILEN J. HULL
By: Gailen J. Hull
Vice President and
Principal Accounting Officer
Dated: May 12, 1999
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As a result of the public offering of interests as described in
Item 1, the Partnership had approximately $135,651,000 after deducting
selling expenses and other offering costs with which to make investments in
income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and for working capital. A portion of such proceeds was
utilized to acquire the properties described in Item 1 above.
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 1996, 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. Such offers have expired. As of the
date of this report, the Partnership is aware that approximately 6.84% 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 December 31, 1998, the Partnership had cash and cash equivalents of
approximately $7,108,000. Such funds are available for distributions to
partners, and for working capital requirements including tenant and capital
improvements, to the extent not funded from future operations. The
Partnership has currently budgeted in 1999 approximately $12,000 for tenant
improvements and other capital expenditures. Actual amounts expended in
1999 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 existing working capital, net cash
generated by the Partnership's investment property and through the sale of
such investment. The Partnership's mortgage obligation for North Hills
Mall is a separate non-recourse loan secured individually by the property
and the Partnership is not personally liable for the payment of the
mortgage indebtedness.
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Commencing in 1996, in an effort to reduce partnership operating
expenses, the Partnership elected to make semi-annual, rather than
quarterly, distributions of available operating cash flow in May and
November of each year. In May and November 1998, the Partnership paid an
operating distribution of $900,030 ($6 per Interest) to the Limited
Partners. In February 1998, the Partnership made a distribution of sale
proceeds related to the sale of Royal Executive Park I and 40 Broad Street
office buildings of $28,500,950 ($190 per Interest) to the Limited
Partners. In December 1998, the Partnership made an additional
distribution of sales proceeds of $16,500,550 ($110 per Interest) to the
Limited Partners. 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.
NORTH HILLS MALL
Occupancy of the center at the end of the year was 76%. Included in
this occupancy are temporary tenants that occupy approximately 26% of the
center's leasable square footage. The Partnership has been seeking a
replacement anchor department store for the existing Stripling & Cox store.
Based upon discussions with most 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.
North Hills Mall's major competition, Northeast Mall (located within a
mile from the center), has begun construction on a major redevelopment
which 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 those anchor stores. Northeast Mall 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 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 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 76%, only 50% 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 store were to close in 1999 without
some form of replacement, it would be very difficult to lease space in the
center.
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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 previously reported, the Partnership had entered into, in November
1998, a non-binding letter of intent to sell the North Hills Mall. The
prospective purchaser and the Partnership were unable to complete
negotiations on a definitive sales agreement and terminated further
discussions. Although the Partnership continues to market the property for
sale, there can be no assurance that any satisfactory sales transaction
will be completed. If the Partnership is unsuccessful in its efforts to
sell the property, it is unlikely that the Partnership will commit any
funds for operating deficits. This could result in the Partnership no
longer having an ownership interest in the Property. Such action would
result in the Partnership recognizing a loss for Federal income tax
purposes and little if any gain for financial reporting purposes with no
distributable proceeds.
GENERAL
Due to the factors outlined above, the Partnership has held certain of
its investment properties longer than originally anticipated in an effort
to maximize the return to the Limited Partners. Nonetheless, the affairs
of the Partnership are expected to be wound up no later than December 31,
1999, barring unforeseen economic developments.
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, 1999, 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 decrease in escrow deposits at December 31, 1998 as compared to
December 31, 1997 is primarily due to a refund received in 1998 of excess
amounts that had been escrowed for real estate taxes at the North Hills
Mall.
The decrease in investment property held for sale or disposition at
December 31, 1998 as compared to December 31, 1997 is primarily due to the
recording of provisions to reduce the carrying value of the North Hills
Mall. Such provisions aggregated $5,037,000.
The decrease in the Partnership's investment in unconsolidated
ventures at December 31, 1998 as compared to December 31, 1997 is primarily
due to the sale in 1997 of the Royal Executive Park and 40 Broad Street
investment properties. The balance at December 31, 1997 consisted
primarily of undistributed sale proceeds relating to the sale of the 40
Broad Street investment property, which were distributed to the venture
partners in January 1998.
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The decrease in accounts payable at December 31, 1998 as compared to
December 31, 1997 is primarily due to the timing of payments for certain
recurring professional fees by the Partnership.
The decrease in rental income for the year ended December 31, 1998 as
compared to the year ended December 31, 1997 and the year ended
December 31, 1997 as compared to the year ended December 31, 1996 is
primarily due to a decrease in occupancy and the re-negotiation of tenant
leases that provide for a percent of tenant sales paid in lieu of base rent
and recoverable charges. Additionally, the decrease in rental income for
the year ended December 31, 1998 as compared to the year ended December 31,
1997 is partially offset by a lease termination fee of approximately
$797,000 received from a major tenant at the North Hills Mall in the fourth
quarter of 1998.
The increase in interest income for the year ended December 31, 1998
as compared to the year ended December 31, 1997 is primarily due to the
temporary investment of sale proceeds relating to the sales in December
1997 of the Royal Executive Park and 40 Broad St. investment properties.
Substantially all of such proceeds were distributed by the Partnership to
the Limited Partners in February 1998.
The decrease in depreciation for the year ended December 31, 1998 as
compared to the year ended December 31, 1997 and the year ended
December 31, 1997 as compared to December 31, 1996 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, not longer subject to
depreciation beyond such date.
The decrease in property operating expenses for the year ended
December 31, 1998 as compared to December 31, 1997 is primarily due to the
cancellation of a maintenance contract and a decrease in real estate taxes
resulting from a lower assessed value of the North Hills Mall. This
decrease and the decrease for the year ended December 31, 1997 as compared
to December 31, 1996 is also the result of the property incurring lower
expenses as a result of lower tenant occupancies.
The decrease in general and administrative expenses for the year ended
December 31, 1998 as compared to the year ended December 31, 1997 is
primarily due to a decrease in administrative costs being incurred by the
Partnership due to the sale of Royal Executive Park I and 40 Broad St
investment properties. The increase in general and administrative expenses
for the year ended December 31, 1997 as compared to December 31, 1996 is
primarily due to an increase in reimbursable expenses to affiliates of the
General Partners in 1997 and an increase in administrative expenses
incurred in 1997 in connection with tender offer matters.
The provision for value impairment of $5,037,000 for the year ended
December 31, 1998 and $5,700,000 for the year ended December 31, 1996 is
due to the reduction of the net carrying value of the North Hills Mall as
of December 31, 1998 and December 31, 1996, respectively.
The decrease in Partnership's share of operations of unconsolidated
ventures for the year ended December 31, 1998 as compared to the year ended
December 31, 1997 is primarily due to the sale of Royal Executive Park and
40 Broad Street Investment properties in 1997. The increase in
Partnership's share of operations of unconsolidated ventures for the year
ended December 31, 1997 as compared to the years ended December 31, 1996 is
primarily due to the Royal Executive Park investment property being
identified as held for sale or disposition as of December 31, 1996, and the
40 Broad Street investment property being identified as held for sale or
disposition as of July 1, 1997, and therefore, no longer subject to
depreciation beyond such dates. In addition, the increase is due to higher
tenant occupancies in 1997 at the Royal Executive Park and 40 Broad Street
investment properties.
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The Partnership's share of gain on sale of investment properties of
unconsolidated ventures of $13,684,709 during 1997 is the result of the
sale of the Royal Executive Park and 40 Broad Street office buildings in
December 1997. The gain of $50,826 on sale of investment properties during
1996 is the result of the sale of the Partnership's remaining unencumbered
land outparcel at Pasadena Town Square in October 1996.
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.
Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by 1999. However, to
the extent that inflation in future periods would have an adverse impact on
property operating expenses, the effect would generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's remaining commercial property have escalation clauses
covering increases in the cost of operating and maintaining the property as
well as real estate taxes. Therefore, there should be little effect on
operating earnings if the properties remain substantially occupied. In
addition, substantially all of the leases at the Partnership's remaining
investment contain provisions which entitle the Partnership to participate
in gross receipts of tenants above fixed minimum amounts.
YEAR 2000
The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities. In addition, other date-
sensitive electronic devices could experience various operational
difficulties as a result of not being year 2000 compliant.
The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
party vendors. Except as noted in the following sentence, the Partnership
or its affiliates have received representations to the effect that the
telephone, accounting, transfer agent and other administrative systems are
year 2000 compliant in all material respects. Both the hardware and
software for individual personal computers used in the Partnership's
administrative systems are expected to be tested for their year 2000
compliance during the summer of 1999.
The property manager for the North Hills Mall has conducted an
assessment of various aspects of the property's operating systems in regard
to their year 2000 compliance. In general, such assessment was performed
through written inquiries to third party vendors and service personnel for
the property. Based on the responses to these inquiries, the Partnership
believes that the major operating systems for the property, including HVAC
controls, and alarm and safety systems, are or will be year 2000 compliant
in all material respects. In addition, the Partnership believes that the
computer hardware and software used in the administration of the property,
including transaction processing and record keeping, is or will be year
2000 compliant in all material respects.
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The Partnership does not believe that the year 2000 problem presents
any material risks to its business, results of operations or financial
condition and has not developed, and does not intend to develop, any
contingency plans to address the year 2000 problem. Given its limited
operations, the Partnership believes that its accounting, transfer agent
and most of its other administrative systems functions could, if necessary,
be performed manually (i.e., without significant information technology)
for an extended period of time without a material increase in costs to the
Partnership. The Partnership has not incurred and does not expect to
incur, any material direct costs for year 2000 compliance.
The Partnership is relying on the representation of various third
party vendors and service personnel for the North Hills Mall in regard to
that property's operating systems year 2000 compliance in all material
respects. The Partnership is also relying on the property manager's
assessment of the third party vendors and suppliers to be contacted in
regard to year 2000 compliance. In the event that the North Hills Mall is
not year 2000 compliant in all material respects, the property could
experience various operational difficulties or systems failures. This
could result in unanticipated remediation costs and, under certain
circumstances, possible other costs and expenses. If such were to occur,
there is no assurance that such costs and expenses would not, under certain
circumstances, have a material adverse effect on the Partnership in the
event that the property is not sold or disposed of during 1999.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership has identified interest rate changes as a potential
market risk. However, as the Partnership's long-term debt bears interest
at a fixed rate and is due to mature subsequent to the Partnership's
expected liquidation and termination date, the Partnership does not believe
that it is exposed to market risk relating to interest rate changes.
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