SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year
ended December 31, 1999 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) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12 of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- -------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of class)
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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]
State the aggregate market value of the voting stock held by nonaffiliates
of the registrant. Not applicable.
Documents incorporated by reference: None
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business . . . . . . . . . . . . . . . . . . 1
Item 2. Properties . . . . . . . . . . . . . . . . . 4
Item 3. Legal Proceedings. . . . . . . . . . . . . . 6
Item 4. Submission of Matters to a
Vote of Security Holders . . . . . . . . . . 6
PART II
Item 5. Market for the Partnership's Limited
Partnership Interests and Related
Security Holder Matters. . . . . . . . . . . 6
Item 6. Selected Financial Data. . . . . . . . . . . 7
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . 10
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk. . . . . . . . 11
Item 8. Financial Statements and
Supplementary Data . . . . . . . . . . . . . 12
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . 31
PART III
Item 10. Directors and Executive Officers
of the Partnership . . . . . . . . . . . . . 31
Item 11. Executive Compensation . . . . . . . . . . . 34
Item 12. Security Ownership of Certain
Beneficial Owners and Management . . . . . . 35
Item 13. Certain Relationships and
Related Transactions . . . . . . . . . . . . 36
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K. . . . . . . . . . . 36
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . 38
i
<PAGE>
PART I
ITEM 1. BUSINESS
All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report. Capitalized terms used herein, but
not defined, have the same meanings as used in the Notes.
The registrant, JMB Income Properties, Ltd. - X (the "Partnership"),
was a limited partnership formed in 1983 and governed by the Revised
Uniform Limited Partnership Act of the State of Illinois to invest in
improved income-producing commercial and residential real property. The
Partnership sold $150,000,000 in limited partnership interests (the
"Interests") commencing on June 29, 1983, pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933 (Registration No.
2-83599). A total of 150,000 Interests were sold to the public at $1,000
per Interest. The offering closed on November 1, 1983. No Limited Partner
made any additional capital contribution after such date. The Limited
Partners of the Partnership shared in their portion of the benefits of
ownership of the Partnership's real property investments according to the
number of Interests held.
The Partnership was engaged solely in the business of the acquisition,
operation, and sale and disposition of equity real estate investments.
Such equity investments were held by fee title and/or through joint venture
interests. A presentation of information about industry segments,
geographic regions, raw materials or seasonality was not applicable and
would not have been material to an understanding of the Partnership's
business taken as a whole. Pursuant to the Partnership agreement, the
Partnership was required to terminate no later than October 31, 2033. The
Partnership was self-liquidating in nature. At sale of a particular
property, the net proceeds, if any, were generally distributed or
reinvested in existing properties rather than invested in acquiring
additional properties. As discussed further in Item 7, during 1999, the
Partnership sold its remaining investment property, wound up its affairs,
made a final liquidating distribution of $8,422,781, terminated its
operations and dissolved effective December 31, 1999.
The Partnership has made the real property investments set forth in
the following table:
<PAGE>
<TABLE>
<CAPTION>
NAME, TYPE OF PROPERTY DATE OF SALE OR
AND LOCATION SIZE PURCHASE DISPOSITION DATE TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ------------------- ---------------------
<S> <C> <C> <C> <C>
1. Pylon Plaza,
Phase I & II
office building
Boca Raton,
Florida . . . . . . 49,400 10/12/83 Phase I fee ownership of land and
sq.ft. 8/9/90 improvements
n.r.a. Phase II
12/9/91
2. North Hills Mall
shopping center
North Richland
Hills, Texas. . . . 221,000
sq.ft. 10/19/83 11/19/99 fee ownership of land and
g.l.a. improvements (b)
3. Pasadena Town Square
shopping center
Pasadena, Texas . . 245,000
sq.ft. 10/19/83 10/3/95 fee ownership of land and
g.l.a. improvements
4. Collin Creek Mall
shopping center
Plano, Texas. . . . 332,000
sq.ft. 10/19/83 12/29/94 fee ownership of land and
g.l.a. improvements
5. Animas Valley Mall
shopping center
Farmington,
New Mexico. . . . . 460,000
sq.ft. 10/24/83 6/30/95 fee ownership of land and
g.l.a. improvements (through joint
venture partnership)
6. Royal Executive Park
office complex
Rye Brook,
New York. . . . . . 270,000
sq.ft. 12/16/83 12/19/97 fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (a)
<PAGE>
NAME, TYPE OF PROPERTY DATE OF SALE OR
AND LOCATION SIZE PURCHASE DISPOSITION DATE TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ------------------- ---------------------
7. Towne Square Mall
shopping center
Owensboro,
Kentucky. . . . . . 357,000
sq.ft. 03/01/84 08/13/87 fee ownership of land and
g.l.a. improvements (through joint
venture partnership)
8. 40 Broad Street
office building
New York,
New York. . . . . . 247,800
sq.ft. 12/31/85 12/30/97 fee ownership of land and
n.r.a. improvements (through joint
venture partnership) (a)
<FN>
- -----------------------
(a)Reference is made to the Notes for a description of the joint venture partnership through which the
Partnership made this real property investment.
(b)Reference is made to the Notes for a description of the sale of this real property investment.
</TABLE>
<PAGE>
The Partnership's real property investment was subject to competition
from similar types of properties (including properties owned by affiliates
of the General Partners) in the vicinity in which it was located. Such
competition was generally for the retention of existing tenants.
Additionally, the Partnership was in competition for new tenants.
Approximate occupancy levels for the property owned during 1999 are set
forth in the table in Item 2 below to which reference is hereby made. The
Partnership maintained the suitability and competitiveness of its property
in its market primarily on the basis of effective rents, tenant allowances
and service provided to tenants.
The Partnership had no employees.
The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.
ITEM 2. PROPERTIES
The Partnership owned directly or through joint venture partnerships
the properties or interests in the properties referred to under Item 1
above to which reference is hereby made for a description of said
properties.
The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1999 and 1998 for the Partnership's remaining investment property
owned during 1999:
<PAGE>
<TABLE>
<CAPTION>
1998 1999
------------------------- -------------------------
Principal At At At At At At At At
Business 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> <C>
North Hills Mall
North Richland Hills,
Texas (a) . . . . . . . . . Retail 78% 80% 69% 76% 70% 70% 72% N/A
<FN>
- --------------------
(a) The percentage represents physical occupancy which includes temporary tenants. Occupancy without
temporary tenants is 65% at March 31, 1998, 64% at June 30, 1998, 51% at September 30, 1998, 50% at December 31,
1998, 49% at March 31, 1999, 48% at June 30, 1999, and 47% at September 30, 1999.
</TABLE>
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not subject to any material pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of holders during fiscal
years 1998 or 1999.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
Immediately prior to the dissolution of the Partnership, there were
13,351 record holders of Interests of the Partnership. On December 31,
1999, the Partnership made a liquidating distribution to its Limited
Partners and subsequently terminated its operations and dissolved effective
December 31, 1999. There had been no public market for Interests and it
had not been anticipated that a public market for Interests would develop.
Upon request, the Managing General Partner provided information relating to
a prospective transfer of Interests to an investor desiring to transfer his
Interests. The price paid for the Interests, as well as any other economic
aspects of the transaction, was subject to negotiation by the investor.
Reference is made to Item 6 below for a discussion of cash
distributions made to the Limited Partners.
Reference is made to Item 7 for a discussion of unsolicited tender
offers received from unaffiliated third parties.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
YEAR ENDED DECEMBER 31, 1999 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION),
AND YEARS ENDED DECEMBER 31, 1998, 1997, 1996 AND 1995
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1999 1998 1997 1996 1995
----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Total income. . . . . . . $ 4,404,637 6,960,173 6,794,437 7,464,271 15,186,857
============ =========== =========== =========== ===========
Earnings (loss) before
gains on sale or
disposition of
investment properties,
interest in unconsolidated
venture and extraordinary
items. . . . . . . . . . $ 489,070 (2,244,770) 3,240,011 (3,514,561) (7,313,908)
Gain on sale of invest-
ment property. . . . . . 655,349 -- -- -- --
Partnership's share of
gains on sale of invest-
ment properties of uncon-
solidated ventures . . . -- -- 13,684,709 -- --
Gains on sale of interest
in unconsolidated
venture and disposi-
tion of investment
properties. . . . . . . -- -- -- 50,826 3,832,429
Extraordinary items . . . (45,711) -- -- -- 3,934,532
------------ ----------- ----------- ----------- -----------
Net earnings (loss) . . . $ 1,098,708 (2,244,770) 16,924,720 (3,463,735) 453,053
============ =========== =========== =========== ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
YEAR ENDED DECEMBER 31, 1999 (IMMEDIATELY PRIOR TO FINAL LIQUIDATING DISTRIBUTION),
AND YEARS ENDED DECEMBER 31, 1998, 1997, 1996 AND 1995
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1999 1998 1997 1996 1995
----------- ----------- ----------- ------------ ------------
Net earnings (loss)
per Interest (b):
Earnings (loss)
before gains on sale
or disposition of
investment properties,
interest in uncon-
solidated ventures
and extraordinary
items. . . . . . . . . $ 3.13 (14.37) 20.74 (22.49) (46.81)
Gain on sale of invest-
ment property. . . . . 4.33 -- -- -- --
Partnership's share of
gains on sale of invest-
ment properties of un-
consolidated ventures -- -- 90.32 -- --
Gains on sale of interest
in unconsolidated
venture and disposi-
tion of investment
properties. . . . . . -- -- -- .34 25.29
Extraordinary items . . (.30) -- -- -- 25.97
Reallocation among
partners of gains on
sales . . . . . . . . 6.43 -- -- -- --
------------ ----------- ----------- ----------- -----------
Net earnings (loss) . . . $ 13.59 (14.37) 111.06 (22.15) 4.45
============ =========== =========== =========== ===========
0
Total assets. . . . . . . $ 8,422,781 15,623,140 65,062,906 50,071,138 56,832,712
Long-term debt. . . . . . $ -- 7,476,895 7,624,586 7,762,151 7,890,281
Cash distributions
per Interest (c). . . . $ -- 312.00 12.00 16.00 466.00
============ =========== =========== =========== ===========
<PAGE>
<FN>
- -------------
(a) The above selected financial data should be read in conjunction
with the consolidated financial statements and the related notes appearing
elsewhere in this annual report.
(b) The net earnings (loss) per Interest is based upon the number of
Interests outstanding at the end of each period (150,005).
(c) Cash distributions from the Partnership were generally not equal
to Partnership income (loss) for financial reporting or Federal income tax
purposes. Each Partner's taxable income (or loss) from the Partnership in
each year was equal to his allocable share of the taxable income (loss) of
the Partnership, without regard to the cash generated or distributed by the
Partnership. Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to
such Limited Partners and have therefore represented a return of capital.
</TABLE>
<PAGE>
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, had 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.
During 1997, 1998 and 1999, 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. The
Partnership was aware that approximately 6.84% of the Interests in the
Partnership had been purchased by such unaffiliated third parties either
pursuant to such tender offers or through negotiated purchases.
In the first quarter of 1999, the Partnership received approximately
$1,218,000 related to real estate tax refunds at 40 Broad St. The
Partnership determined that approximately $938,000 (excluding accrued
interest) must be disbursed to tenants and other parties. The remaining
amount of approximately $280,000 (excluding accrued interest) was retained
by the Partnership.
On November 19, 1999, the Partnership sold North Hills Mall to an
unaffiliated third party for $8,500,000. Reference is made to the notes
for a further description of such event.
The Partnership made a final liquidating cash distribution of
$8,422,781 ($56.15 per Interest) to its Holders of Interests and wound up
its affairs and dissolved effective December 31, 1999.
In accordance with the subordination requirements of the Partnership
Agreement, the General Partners deferred payment of certain of their
distributions of net cash flow from the Partnership. Accordingly,
$10,553,193 (approximately $70 per interest) of distributable cash was
deferred by the General Partners and was not paid upon liquidation.
RESULTS OF OPERATIONS
Significant variances in the accompanying financial statements not
otherwise described below are primarily due to the sale of North Hills Mall
in November 1999.
The decrease in rental income for the year ended December 31, 1998 as
compared to the year ended December 31, 1997 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.
<PAGE>
The decrease in interest income for the year ended December 31, 1999
as compared to the year ended December 31, 1998, and 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 other income for the year ended December 31, 1999 is primarily a
result of the Partnership's share of the real estate tax refund at 40 Broad
St. received in the first quarter of 1999.
The decrease in depreciation for the years ended December 31, 1999 and
1998 as compared to the year ended December 31, 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.
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 as well as
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 provision for value impairment of $5,037,000 for the year ended
December 31, 1998 is due to the reduction of the net carrying value of the
North Hills Mall as of December 31, 1998.
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 gain on sale of investment property for the year ended
December 31, 1999 is due to the sale of North Hills Mall in November 1999.
The Partnership's shares of gains 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 extraordinary loss of $45,711 for the year ended December 31, 1999
is due to the write-off of the unamortized deferred mortgage expense
balance resulting from the sale of North Hills Mall in 1999.
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.
YEAR 2000
The Partnership wound up its affairs and dissolved in 1999.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership wound up its affairs and dissolved in 1999. As a
result, there is no meaningful disclosure for this item.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
INDEX
Independent Auditors' Report
Balance Sheets, December 31, 1999 (Immediately prior to final
liquidating distribution) and December 31, 1998
Statements of Operations, year ended December 31, 1999
(Immediately prior to final liquidating distribution)
and years ended December 31, 1998 and 1997
Statements of Partners' Capital Accounts, year ended
December 31, 1999 (Immediately prior to final liquidating
distribution) and years ended December 31, 1998 and 1997
Statements of Cash Flows, year ended December 31, 1999
(Immediately prior to final liquidating distribution)
and years ended December 31, 1998 and 1997
Notes to Financial Statements
SCHEDULES NOT FILED:
All schedules have been omitted as the required information is
inapplicable or the information is presented in the financial statements or
related notes.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
JMB INCOME PROPERTIES, LTD. - X:
We have audited the financial statements of JMB Income Properties,
Ltd. - X (a limited partnership) as listed in the accompanying index.
These financial statements are the responsibility of the General Partners
of the Partnership. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of JMB Income
Properties, Ltd. - X as of December 31, 1999 (Immediately prior to final
liquidating distribution) and December 31, 1998, and the results of its
operations and its cash flows for the year ended December 31, 1999
(Immediately prior to final liquidating distribution) and for the years
ended December 31, 1998 and 1997, in conformity with generally accepted
accounting principles.
KPMG LLP
Chicago, Illinois
March 2, 2000
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1999 (IMMEDIATELY PRIOR TO
FINAL LIQUIDATING DISTRIBUTION) AND DECEMBER 31, 1998
ASSETS
------
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 8,422,781 7,107,865
Rents and other receivables, net of allowance for doubtful
accounts of $67,092 in 1998 . . . . . . . . . . . . . . . . . . . -- 248,034
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . -- 31,684
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . -- 650,110
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . 8,422,781 8,037,693
------------ -----------
Investment property held for sale or disposition. . . . . . . . . . . -- 7,221,002
------------ -----------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . -- 99,910
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . -- 264,535
------------ -----------
$ 8,422,781 15,623,140
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
1999 1998
------------ -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ -- 147,692
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . -- 186,550
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . -- 45,271
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . -- 426,509
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . -- 806,022
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . -- 16,150
Long-term debt, less current portion. . . . . . . . . . . . . . . . . -- 7,476,895
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . -- 8,299,067
------------ -----------
Partners' capital accounts:
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . 249,000 1,188,846
Cumulative cash distributions . . . . . . . . . . . . . . . . . (250,000) (250,000)
------------ -----------
-- 939,846
------------ -----------
Limited partners (150,005 interests):
Capital contributions, net of offering costs. . . . . . . . . . 135,651,080 135,651,080
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . 87,760,961 85,722,407
Cumulative cash distributions . . . . . . . . . . . . . . . . . (214,989,260) (214,989,260)
------------ -----------
8,422,781 6,384,227
------------ -----------
Total partners' capital accounts. . . . . . . . . . . . . . 8,422,781 7,324,073
------------ -----------
$ 8,422,781 15,623,140
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 (IMMEDIATELY PRIOR TO
FINAL LIQUIDATING DISTRIBUTION) AND YEARS ENDED DECEMBER 31, 1998 AND 1997
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . $ 3,750,701 5,638,135 5,709,682
Interest income . . . . . . . . . . . . . . . . . 349,909 1,322,038 1,084,755
Other income. . . . . . . . . . . . . . . . . . . 304,027 -- --
----------- ----------- -----------
4,404,637 6,960,173 6,794,437
----------- ----------- -----------
Expenses:
Mortgage and other interest . . . . . . . . . . . 475,432 547,802 557,291
Depreciation. . . . . . . . . . . . . . . . . . . -- -- 602,937
Property operating expenses . . . . . . . . . . . 2,804,366 3,189,269 3,640,879
Professional services . . . . . . . . . . . . . . 181,923 103,411 176,831
Amortization of deferred expenses . . . . . . . . 42,456 49,937 48,758
General and administrative. . . . . . . . . . . . 411,390 395,758 461,020
Provision for value impairment. . . . . . . . . . -- 5,037,000 --
----------- ----------- -----------
3,915,567 9,323,177 5,487,716
----------- ----------- -----------
489,070 (2,363,004) 1,306,721
Partnership's share of operations of
unconsolidated ventures . . . . . . . . . . . . . -- 118,234 1,933,290
----------- ----------- -----------
Earnings (loss) before gains on sale of investment
properties, interest in unconsolidated venture
and extraordinary item. . . . . . . . . . . . . . 489,070 (2,244,770) 3,240,011
Gain on sale of investment property . . . . . . . . 655,349 -- --
Partnership's share of gains on sale of investment
properties of unconsolidated ventures . . . . . . -- -- 13,684,709
Extraordinary item. . . . . . . . . . . . . . . . . (45,711) -- --
----------- ----------- -----------
Net earnings (loss) . . . . . . . . $ 1,098,708 (2,244,770) 16,924,720
=========== =========== ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS - CONTINUED
1999 1998 1997
------------ ------------ ------------
Net earnings (loss) per limited partnership
interest:
Earnings (loss) before gains on sale of
investment properties, interest in
unconsolidated venture and
extraordinary item . . . . . . . . . . . . . $ 3.13 (14.37) 20.74
Gain on sale of investment property. . . . . . 4.33 -- --
Partnership's share of gains on sale of
investment properties of unconsolidated
ventures . . . . . . . . . . . . . . . . . . -- -- 90.32
Extraordinary item . . . . . . . . . . . . . . (.30) -- --
Reallocation among partners of gains
on sales . . . . . . . . . . . . . . . . . . 6.43 -- --
----------- ----------- -----------
Net earnings (loss) . . . . . . . . $ 13.59 (14.37) 111.06
=========== =========== ===========
<FN>
See accompanying notes to financial statements
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS
YEAR ENDED DECEMBER 31, 1999 (IMMEDIATELY PRIOR TO
FINAL LIQUIDATING DISTRIBUTION) AND YEARS ENDED DECEMBER 31, 1998 AND 1997
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (150,005 INTERESTS)
--------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
at Decem-
ber 31,
1996 . . . . $1,000 1,012,189 (250,000) 763,189 135,651,080 71,219,114 (166,387,640) 40,482,554
Cash distri-
butions
($12 per
limited
partnership
interest). . -- -- -- -- -- -- (1,800,060) (1,800,060)
Net earnings
(loss) . . . -- 266,448 -- 266,448 -- 16,658,272 -- 16,658,272
------ --------- ---------- --------- ----------- ---------- ----------- ----------
Balance
at Decem-
ber 31,
1997 . . . . 1,000 1,278,637 (250,000) 1,029,637 135,651,080 87,877,386 (168,187,700) 55,340,766
Cash distri-
butions
($312.00 per
limited
partnership
interest). . -- -- -- -- -- -- (46,801,560)(46,801,560)
Net earnings
(loss) . . . -- (89,791) -- (89,791) -- (2,154,979) -- (2,154,979)
------ --------- ---------- --------- ----------- ---------- ----------- ----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS - CONTINUED
GENERAL PARTNERS LIMITED PARTNERS (150,005 INTERESTS)
--------------------------------------------------- --------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- --------- ----------- ---------- ------------- ----------
Balance
at Decem-
ber 31,
1998 . . . . $1,000 1,188,846 (250,000) 939,846 135,651,080 85,722,407 (214,989,260) 6,384,227
Net earnings
(loss) . . . -- (939,846) -- (939,846) -- 2,038,554 -- 2,038,554
------ --------- ---------- --------- ----------- ---------- ----------- ----------
Balance
at Decem-
ber 31,
1999 . . . . $1,000 249,000 (250,000) -- 135,651,080 87,760,961 (214,989,260) 8,422,781
====== ========= ========== ========= =========== ========== =========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999 (IMMEDIATELY PRIOR TO
FINAL LIQUIDATING DISTRIBUTION) AND YEARS ENDED DECEMBER 31, 1998 AND 1997
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . $ 1,098,708 (2,244,770) 16,924,720
Items not requiring (providing) cash or
cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . -- -- 602,937
Amortization of deferred expenses . . . . . . . 42,456 49,937 48,758
Provisions for value impairment . . . . . . . . -- 5,037,000 --
Partnership's share of operations of
unconsolidated ventures, net of distributions -- (118,234) (1,933,290)
Partnership's share of gain on sale of invest-
ment properties of unconsolidated ventures. . -- -- (13,684,709)
Gain on sale of investment property . . . . . . (655,349) -- --
Extraordinary item. . . . . . . . . . . . . . . 45,711 -- --
Changes in:
Rents and other receivables . . . . . . . . . . 248,034 37,940 15,733
Prepaid expenses. . . . . . . . . . . . . . . . 31,684 (1,258) 1,137
Escrow deposits . . . . . . . . . . . . . . . . 650,110 111,355 (40,114)
Accrued rents receivable. . . . . . . . . . . . 26,388 23,198 31,834
Accounts payable. . . . . . . . . . . . . . . . (186,550) (163,502) 63,370
Accrued interest. . . . . . . . . . . . . . . . (45,271) (817) (761)
Accrued real estate taxes . . . . . . . . . . . (426,509) (92,904) (68,920)
Tenant security deposits. . . . . . . . . . . . (16,150) 1,350 1,550
------------ ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . 813,262 2,639,295 1,962,245
------------ ----------- -----------
Cash flows from investing activities:
Cash sales proceeds from sale of investment
property, net of selling expenses . . . . . . . 638,231 -- --
Additions to investment properties
(net of changes in related payables). . . . . . (1,597) (80,104) (65,672)
Partnership's distributions from unconsolidated
ventures. . . . . . . . . . . . . . . . . . . . -- 12,241,106 18,064,018
Partnership's contributions to
unconsolidated ventures . . . . . . . . . . . . -- (54,603) --
Payment of deferred expenses. . . . . . . . . . . -- -- (465)
------------ ----------- -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1999 1998 1997
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . 636,634 12,106,399 17,997,881
------------ ----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . (134,980) (137,563) (128,131)
Distributions to limited partners . . . . . . . . -- (46,801,560) (1,800,060)
------------ ----------- -----------
Net cash provided by (used in)
financing activities. . . . . . . . . . (134,980) (46,939,123) (1,928,191)
------------ ----------- -----------
Net increase (decrease) in cash
and cash equivalents. . . . . . . . . . 1,314,916 (32,193,429) 18,031,935
Cash and cash equivalents,
beginning of year . . . . . . . . . . . 7,107,865 39,301,294 21,269,359
------------ ----------- -----------
Cash and cash equivalents,
end of year . . . . . . . . . . . . . . $ 8,422,781 7,107,865 39,301,294
============ =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . $ 520,703 548,619 558,052
============ =========== ===========
Non-cash investing and financing activities:
Total sales proceeds from sale of investment
property, net of selling expenses . . . . . . $ 8,127,838 -- --
Principal balance due on mortgage payable . . . (7,489,607) -- --
------------ ----------- -----------
Cash proceeds from sale of investment
property, net of selling expenses . . . $ 638,231 -- --
============ =========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - X
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998 AND 1997
OPERATIONS AND BASIS OF ACCOUNTING
GENERAL
During 1999, the Partnership owned a shopping center in North Richland
Hills, Texas. Business activities consisted of rentals to a variety of
retail companies, and the ultimate sale or disposition of such real estate.
The accompanying financial statements include only the accounts of the
Partnership. The equity method of accounting has been applied in the
accompanying 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
financial statements do not include the accounts of Royal Executive Park or
of Broad Street.
The Partnership records were maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying 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"). Such
GAAP adjustments are not recorded on the records of the Partnership. The
net effect of these adjustments for the years ended December 31, 1999
(immediately prior to final liquidating distribution) and 1998 is
summarized as follows:
<PAGE>
<TABLE>
<CAPTION>
1999 1998
------------------------------ ------------------------------
TAX BASIS TAX BASIS
GAAP BASIS (UNAUDITED) GAAP BASIS (UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets. . . . . . . . . . . . $ 8,422,781 8,422,781 15,623,140 23,884,767
Partners' capital accounts
(deficits):
General partners . . . . . . . -- -- 939,846 321,092
Limited partners . . . . . . . 8,422,781 8,422,781 6,384,227 23,517,596
Net earnings (loss):
General partners . . . . . . . (939,846) (321,092) (89,791) 60,777
Limited partners . . . . . . . 2,038,554 (15,094,815) (2,154,979) 1,458,656
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . 13.59 (100.63) (14.37) 9.72
=========== =========== =========== ===========
</TABLE>
<PAGE>
The net earnings (loss) per limited partnership interest was based
upon the number of limited partnership interests outstanding at the end of
each period (150,005). Also, because net earnings (loss) was computed
immediately prior to dissolution, Holders of Interests may have, upon
dissolution, an additional capital gain or loss depending on the Holders'
basis for Federal income tax purposes.
The preparation of financial statements in accordance with GAAP
required 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 have differed from those
estimates.
Statement of Financial Accounting Standards No. 95 required 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 were considered cash
flow from operating activities only to the extent of the Partnership's
cumulative share of net earnings. The Partnership recorded amounts held in
U.S. Government obligations at cost, which approximates market. For the
purposes of these statements, the Partnership's policy was to consider all
such amounts held with original maturities of three months or less (none
and $6,866,571 at December 31, 1999 and 1998, respectively) as cash
equivalents, which included investments in an institutional mutual fund
which holds U.S. Government obligations, with any remaining amounts
(generally with original maturities of one year or less) reflected as
short-term investments being held to maturity.
Deferred loan fees were amortized over the term of the respective loan
agreement.
Although certain leases of the Partnership provided for tenant
occupancy during periods for which no rent was due and/or increases in
minimum lease payments over the term of the lease, the Partnership accrued
rental income for the full period of occupancy on a straight-line basis.
No provision for State or Federal income taxes had been made as the
liability for such taxes was that of the Partners rather than the
Partnership. However, in certain instances, the Partnership had been
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to Partners.
The Partnership had acquired, either directly or through joint venture
arrangements, interests in three office buildings and five shopping
centers. Seven investment properties had been sold or disposed of by the
Partnership as of December 31, 1998. In November 1999, the Partnership's
remaining investment property was sold. The cost of the investment
property represented the total cost to the Partnership plus miscellaneous
acquisition costs.
Depreciation on the investment properties has been provided over the
estimated useful lives of the various components as follows:
YEARS
-----
Improvements--straight line. . . 30
Personal property--straight line 5
==
Maintenance and repair expenses were charged to operations as
incurred. Significant betterments and improvements were capitalized and
depreciated over their estimated useful lives.
<PAGE>
Statement of Financial Accounting Standards No. 121 ("SFAS 121")
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" was issued in March 1995. The Partnership
adopted SFAS 121 as required in the first quarter of 1996. SFAS 121
required that the Partnership record an impairment loss on its properties
to be held for investment whenever their carrying value could not be fully
recovered through estimated undiscounted future cash flows from their
operations and sale. The amount of the impairment loss to be recognized
was the difference between the property's carrying value and the property's
estimated fair value. The Partnership's policy was to consider a property
to be held for sale or disposition when the Partnership had committed to a
plan to sell or dispose of such property and active marketing activity had
commenced or was expected to commence in the near term or the Partnership
had concluded that it might dispose of the property by no longer funding
operating deficits or debt service requirements of the property thus
allowing the lender to realize upon its security. In accordance with SFAS
121, any properties identified as "held for sale or disposition" were no
longer depreciated. Adjustments for impairment loss for such properties
(subsequent to the date of adoption of SFAS 121) were made in each period
as necessary to report these properties at the lower of carrying value or
fair value less costs to sell. In certain situations, such estimated fair
value was less than the existing non-recourse debt which was secured by the
property.
The results of operations for this property as of December 31, 1999
were $1,102,137, ($3,136,462) and $939,683, respectively, for the years
ended December 31, 1999, 1998 and 1997. In addition, the accompanying
financial statements include $0, $118,234 and $1,933,290, respectively, of
the Partnership's share of total property operations of $0, $313,262 and
$4,004,974 of unconsolidated properties sold or disposed of in the past
three years.
INVESTMENT PROPERTIES
NORTH HILLS MALL
During October 1983, the Partnership acquired an existing enclosed
mall regional shopping center in North Richland Hills (Fort Worth), Texas.
In 1985, the Partnership obtained a permanent loan in the amount of
$8,000,000, secured by the property. The Partnership's aggregate cash
investment, including additional capital improvements and other
expenditures, was approximately $14,690,000.
In November 1995, the Partnership refinanced the mortgage loan (with a
then outstanding balance of $6,972,974) with a new lender. The new
mortgage loan had an original principal balance of $8,000,000 and monthly
principal and interest payments of $57,182, which were based upon an
interest rate per annum of 7.125% and a 25-year amortization schedule,
through January 1, 2001 when the remaining principal balance of $7,318,330
was to be due and payable.
In response to uncertainty about the Partnerships ability to recover
the net carrying value of the North Hills Mall investment property through
future operations and sale, the Partnership recorded, as a matter of
prudent accounting practice, a provision for value impairment of such
investment of $5,700,000 as of December 31, 1996. Such provision was
recorded to reflect the then estimated fair value of the property based
upon an analysis of the property's discounted estimated future cash flows
over the projected holding period. Additionally, in 1998, the Partnership
recorded value impairments of $2,095,000 and $2,942,000 at September 30,
1998, and December 31, 1998. Such provisions were recorded to reduce the
net basis of the investment property to the estimated fair value, less
costs of sale.
<PAGE>
During 1998, a major tenant in the mall, who operated the cinema, was
able to terminate its lease due to poor sales. 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.
On November 19, 1999, the Partnership sold the land and related
improvements of the North Hills Mall to an unaffiliated third party for
$8,500,000. The Partnership realized net sale proceeds of approximately
$638,000, net of closing costs, broker commissions and the assumption by
the buyer of the outstanding mortgage note of approximately $7,490,000.
The sale of the property resulted in an approximate $655,000 gain on sale
for financial reporting purposes in 1999 primarily as a result of the value
impairment provisions totaling $10,737,000 recorded by the Partnership in
1998 and 1996. In addition, the Partnership reported a loss on sale of
approximately $1,079,000 for Federal income tax purposes in 1999.
In connection with the assumption of the outstanding mortgage note by
the buyer, the buyer, pursuant to an Indemnity Agreement delivered at the
date of sale agreed (i) to indemnify the Partnership against all cost,
expense, liability and loss relating to and arising from the continued
existence and the buyers assumption of the existing mortgage note made to
the Partnership and the related financing documents encumbering the
Property, including, without limitation, all documents executed by the
Partnership in connection with the mortgage note and the buyer's assumption
thereof, (ii) to indemnify the Partnership against all cost, expense,
liability and loss relating to or arising from Property tenants' real
estate tax obligations.
In addition, in connection with the sale of the property, as is
customary in such transactions, the Partnership agreed to certain
representations and warranties, not to exceed $250,000, with a stipulated
survival period that expired November 30, 1999 with no liability to the
Partnership.
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.
VENTURE AGREEMENTS - GENERAL
The Partnership at December 31, 1998 was no longer a party to the
Royal Executive Park and 40 Broad Street joint venture agreements.
ROYAL EXECUTIVE PARK
In December 1983, the Partnership acquired through a joint venture
with the developer, an interest in a completed three-building office
complex in Rye Brook, New York known as Royal Executive Park.
The Partnership contributed the sum of $25,948,000 to the joint
venture which was used to repay an interim construction loan secured by the
property. The developer was obligated to contribute to the joint venture
amounts required to complete construction including tenant improvements.
The acquisition of the venture interest resulted in an excess of the
Partnership's basis in the property over its proportionate share of the
venture's assets of approximately $10,000,000. Such excess was being
amortized over the remaining useful life of the joint venture's property
through an adjustment of the Partnership's share of the joint venture's
operations.
<PAGE>
Annual cash flow was 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 was 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 had received
$2,594,800 and $2,605,200, respectively, per annum. Operating profits and
losses were generally allocated to the joint venture partners in the same
ratio that annual cash flow was distributed to the partners.
The joint venture agreement further provided that proceeds from sale
or refinancing of the complex would be distributed 49.9% to the Partnership
and 50.1% to the joint venture partner.
The property was managed by an affiliate of the joint venture partner
under an agreement which provided for fees equal to 2% of the base rent
paid by tenants. Effective July 1, 1994, an affiliate of the General
Partner of the Partnership assumed the property management responsibilities
for the joint venture on essentially the same terms. In addition,
effective July 1, 1994, the same affiliate of the General Partner assumed
certain leasing responsibilities for the property. In December 1994, such
affiliate further assigned such property management and leasing
responsibilities to an unaffiliated third party.
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 which expired on November 15, 1998 with
no liability to the Partnership.
Concurrently with the sale of Royal Executive Park-I, two other office
parks, Royal Executive Park II ("Royal II") and Royal Executive Park III
("Royal III") were sold. Royal II was owned by a joint venture between JMB
Income Properties-XI (a partnership sponsored by the Partnership's General
Partner) and the Partnership's unaffiliated venture partner in Royal
Executive Park-I. Royal III was owned entirely by the unaffiliated venture
partner in Royal Executive Park-I and Royal II. The purchase price for
each office park was separately negotiated with the buyer.
The joint venture determined that one of the property's underground
storage tanks had discharged an amount of fuel oil into the ground. The
joint venture believed 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 received a cost estimate of
approximately $200,000 for remediation of the contaminated soil, of which
approximately $87,000 was incurred through the date of sale. As part of
the sale agreement discussed above, the purchaser was required to hold the
joint venture harmless for any future clean-up costs or claims resulting
from the contaminated soil.
As the joint venture had 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, had not been subject to
continued depreciation beyond that date.
<PAGE>
40 BROAD STREET
During December 1985, the Partnership acquired, through a joint
venture partnership (the "Affiliated Joint Venture") with JMB Income
Properties, Ltd.-XII ("JMB Income-XII", a partnership sponsored by the
Managing General Partner of the Partnership) a 31.44% interest in an
existing 24-story office building located at 40 Broad Street in New York,
New York. The Affiliated Joint Venture's purchase price for the building
was $65,100,000 (net of prorations and miscellaneous closing costs), of
which the Partnership provided approximately $20,470,000, which was paid in
cash at closing.
The Partnership was allocated or distributed profits and losses, cash
flow from operations and sale or refinancing proceeds in the ratio of its
capital contributions to the Affiliated Joint Venture which was 31.44%.
The Partnership and JMB Income - XII were current with respect to their
required capital contributions to 40 Broad Street.
The property was managed by an unaffiliated third party for a fee
calculated as 2% of gross receipts of the property.
On December 30, 1997, the Partnership, through the Affiliated Joint
Venture, 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 which expired on
December 1, 1998 with no liability to the Partnership.
In the first quarter of 1999, the Partnership received approximately
$1,218,000 related to real estate tax refunds at 40 Broad St. The
Partnership determined that approximately $938,000 (excluding accrued
interest) must be disbursed to tenants and other parties. The remaining
amount of approximately $280,000 (excluding accrued interest) was retained
by the Partnership.
LONG-TERM DEBT
Long-term debt consisted of the following at December 31, 1999 and
1998:
1999 1998
---------- ---------
7-1/8% mortgage note, secured
by the North Hills Mall in North
Richland Hills (Fort Worth), Texas;
payable in monthly installments of
$57,182 (including interest) until
January 1, 2001 when the outstanding
balance of $7,318,330 was due and
payable, assumed by the buyer of the
property in conjunction with the
Partnership's November 1999 sale
of the property. . . . . . . . . . . . $ -- 7,624,587
---------- ----------
Total debt . . . . . . . . . . . . -- 7,624,587
Less current portion of
long-term debt . . . . . . . . . -- 147,692
---------- ----------
Total long-term debt. . . . . $ -- 7,476,895
========== ==========
<PAGE>
PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations were allocated 96% to the Limited
Partners and 4% to the General Partners. Profits from the sale or
refinancing of investment properties were 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 were to be allocated 1% to the General Partners. The remaining
sale or refinancing profits and losses were allocated to the Limited
Partners. However, during 1999, a reallocation of current and prior years
gains on sales was made among the partners for financial reporting
purposes. Such reallocation did not have an effect on total assets, total
partners' capital or net earnings.
The General Partners were not required to make any capital contribu-
tions except under certain limited circumstances upon termination of the
Partnership. Distributions of "cash flows" of the Partnership were
allocated 90% to the Limited Partners and 10% to the General Partners.
However, such distributions to the General Partners were subordinated to
the Limited Partners' receipt of a stipulated return on capital. As the
Limited Partners received less distributions than their original
investment, the General Partners' share of operating distributions
previously deferred of approximately $10,553,000 as of December 31, 1999
was paid to the Holders of Interests (or used for other Partnership
obligations).
The Partnership Agreement provided that the General Partners would
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 disbursable cash, subject to certain limitations. Any
remaining proceeds (net after expenses and retained working capital) would
be distributed 85% to the Limited Partners and 15% to the General Partners.
However, the Limited Partners were to receive 100% of such net sale
proceeds until the Limited Partners (i) had 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) had
received cumulative cash distributions from the Partnership's operations
which, when combined with sale or refinancing proceeds previously
distributed, would 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. As the above levels of
return were not achieved, the General Partners waved their right to receive
any portion of the proceeds from the sales of property by the Partnership.
MANAGEMENT AGREEMENTS
The North Hills Mall was managed by an affiliate of the General
Partners pursuant to a management agreement that provided for leasing
commissions and an annual fee based upon a percentage of rental income of
the property, the aggregate of such commission and fee not to exceed 6% of
the gross receipts of the property. The Royal Executive Park office
building had been managed and leased by an affiliate of the General Partner
of the Partnership under an agreement that provided for fees equal to 2% of
the base rent paid by tenants, a portion of which was paid to the previous
manager annually by such affiliated manager as compensation to the previous
manager for relinquishing management of the property.
<PAGE>
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, was 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 December 31, 1999, 1998 and 1997 were as follows:
UNPAID AT
DECEMBER 31,
1999 1998 1997 1999
-------- -------- -------- ------------
Property management
and leasing fees . . . . .$ 82,890 145,226 113,526 --
Insurance commissions . . . 6,977 12,477 11,351 --
Reimbursement (at cost)
for accounting services. . -- 13,021 15,212 --
Reimbursement (at cost)
for portfolio manage-
ment services. . . . . . . 34,118 59,893 78,283 --
Reimbursement (at cost)
for legal services . . . . 5,606 4,948 5,935 --
Reimbursement (at cost)
for administrative
charges and other
out-of-pocket expenses . . 12,078 6,632 20,762 --
-------- ------- ------- ------
$141,669 242,197 245,069 --
======== ======= ======= ======
In accordance with the Partnership agreement, the General Partners
deferred payment of certain of their distributions of net cash flow from
the Partnership. Accordingly, $10,553,193 (approximately $70 per Interest)
of distributable cash was deferred by the General Partners and was not paid
upon liquidation. All amounts deferred or payable did not bear interest.
INVESTMENTS IN UNCONSOLIDATED VENTURES
The Partnership sold its interests in Royal Executive Park and 40
Broad Street during 1998. Summary financial information for Royal
Executive Park and 40 Broad Street as of and for the year ended
December 31, 1998 are as follows:
1998
-----------
Current assets . . . . . . . . . . . . . . . $ --
Current liabilities. . . . . . . . . . . . . --
-----------
Working capital . . . . . . . . . . . . --
-----------
Venture partners' equity . . . . . . . . . . --
-----------
Partners' capital . . . . . . . . . . . $ --
===========
Represented by:
Invested capital. . . . . . . . . . . . $50,389,914
Cumulative cash distributions . . . . . (67,507,438)
Cumulative net earnings . . . . . . . . 17,117,524
-----------
$ --
===========
Total income . . . . . . . . . . . . . . . . $ 528,469
===========
Expenses applicable to operations. . . . . . $ 215,207
===========
Net earnings . . . . . . . . . . . . . . . . $ 313,262
===========
<PAGE>
Also, for the year ended December 31, 1997, total income, expenses
applicable to operations, gain on disposition of investment properties and
net earnings were $11,512,114, $7,507,140, $24,814,170 and $28,819,144,
respectively, for the unconsolidated ventures listed above.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes of or disagreements with auditors during fiscal
year 1999 and 1998.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Managing General Partner of the Partnership was JMB Realty
Corporation ("JMB"), a Delaware corporation. Substantially all of the
outstanding stock of JMB is owned, directly or indirectly, by certain of
its officers, directors, members of their families and their affiliates.
JMB, as the Managing General Partner, had responsibility for all aspects of
the Partnership's operations, subject to the requirement that sales of real
property be approved by the general partner of the Associate General
Partner of the Partnership. Income Partners-X, an Illinois limited
partnership with ABPP Associates, L.P. as its sole general partner and an
affiliate of Merrill Lynch, Pierce, Fenner and Smith Incorporated as its
limited partner, was the Associate General Partner of the Partnership.
ABPP Associates, L.P. is an Illinois limited partnership with JMB as its
general partner. The limited partners of ABPP Associates, L.P. are
generally current or former officers and directors of JMB and their
affiliates.
The Partnership was subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities. Certain services were provided to
the Partnership or its investment properties by affiliates of the General
Partners, including property management, insurance brokerage and
administrative services. In general, such services were to be provided on
terms no less favorable to the Partnership than could be obtained from
independent third parties and were otherwise subject to conditions and
restrictions contained in the Partnership Agreement. The Partnership
Agreement permitted the General Partners and their affiliates to provide
services to, and otherwise deal and do business with, persons who may have
been engaged in transactions with the Partnership, and permitted the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates. The General Partners and their affiliates may have been
in competition with the Partnership or its investment properties under
certain circumstances, including, in certain geographical markets, for
tenants and/or for the sale of property. Because the timing and amount of
cash distributions and profits and losses of the Partnership may have been
affected by various determinations by the General Partners under the
Partnership Agreement, including whether and when to sell a property, the
establishment and maintenance of reasonable reserves and the determination
of the sources (i.e., offering proceeds, cash generated from operations or
sale proceeds) and uses or distribution of such reserves, the timing of
expenditures and the allocation of certain tax items under the Partnership
Agreement, the General Partners may have had a conflict of interest with
respect to such determinations.
The names, positions held and length of service therein of each
director and the executive officers of the Managing General Partner of the
Partnership are as follows:
<PAGE>
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Chief Executive Officer 8/01/93
Executive Vice President 1/02/87
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/17/84
Gailen J. Hull Senior Vice President 6/01/88
Effective May 31, 1996, the Board of Directors of JMB established a
special committee, consisting of Messrs. Malkin, Glazov, Nathan, Sacks and
Schreiber, to deal with all matters relating to tender offers for
Interests.
There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Managing General Partner to be held on
June 6, 2000. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Managing General Partner to be held on June 8,
2000. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-XI ("Carlyle-XI"), Carlyle Real Estate Limited Partnership-XIII
("Carlyle-XIII"), Carlyle Real Estate Limited Partnership-XIV ("Carlyle-
- -XIV"), Carlyle Real Estate Limited Partnership-XV ("Carlyle-XV"), and
Carlyle Income Plus, L.P.-II ("Carlyle Income Plus-II") and the managing
general partner of JMB Income Properties, Ltd.-V ("JMB Income-V"), JMB
Income Properties, Ltd.-VII ("JMB Income-VII"), and JMB Income Properties,
Ltd.-XI ("JMB Income-XI"). JMB is also the sole general partner of the
associate general partner of most of the foregoing partnerships. The
foregoing directors and officers are also officers and/or directors of
various affiliated companies of JMB, including Arvida/JMB Managers, Inc.
(the general partner of Arvida/JMB Partners, L.P.). Most of such directors
and officers are also partners, directly or indirectly, of certain
partnerships which are associate general partners in the following real
estate limited partnerships: the Partnership, Carlyle-XI, Carlyle-XIII,
Carlyle-XIV, Carlyle-XV, JMB Income-VII, JMB Income-XI, and Carlyle Income
Plus-II.
The business experience during the past five years of each such
director and officer of the Managing General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 62) is an individual general partner of JMB
Income-V. Mr. Malkin has been associated with JMB since October, 1969.
Mr. Malkin is also a director of Urban Shopping Centers, Inc., an affiliate
of JMB that is a real estate investment trust in the business of owning,
managing and developing shopping centers. He is also a director of Chisox
Corporation, which is the general partner of a limited partnership that
owns the Chicago White Sox, a Major League Baseball team, and CBLS, Inc.,
which is the general partner of the general partner of a limited
partnership that owns the Chicago Bulls, a National Basketball Association
team. He is a Certified Public Accountant.
<PAGE>
Neil G. Bluhm (age 62) is an individual general partner of JMB
Income-V. Mr. Bluhm has been associated with JMB since August, 1970. Mr.
Bluhm is also a principal of Walton Street Capital, L.L.C., which sponsors
real estate investment funds, and a director of Urban Shopping Centers. He
is a member of the Bar of the State of Illinois and a Certified Public
Accountant.
Burton E. Glazov (age 61) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December 1990.
Mr. Galzov is currently retired. He is a member of the Bar of the State of
Illinois.
Stuart C. Nathan (age 58) has been associated with JMB since July,
1972. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 66) has been associated with JMB since December,
1972. He is also President and a director of JMB Insurance Agency, Inc.
John G. Schreiber (age 53) has been associated with JMB since
December, 1970 and served as an Executive Vice President of JMB until
December 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
a company engaged in the real estate investing business. He is also a
senior advisor and partner of Blackstone Real Estate Advisors L.P., an
affiliate of the Blackstone Group, L.P. He is also a director of Urban
Shopping Centers, Host Marriott Corporation, the Brickman Group, Ltd.,
which is engaged in the landscape maintenance business, and a number of
investment companies advised by T. Rowe Price Associates, Inc. and its
affiliates, and a trustee of Amli Residential Properties Trust. He holds a
Masters degree in Business Administration from Harvard University Graduate
School of Business.
H. Rigel Barber (age 51) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.
Gary Nickele (age 47) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 51) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The Partnership had no officers or directors. The General Partners of
the Partnership were entitled to receive a share of cash distributions,
when and as cash distributions were made to the Limited Partners, and a
share of profits or losses. Reference is made to the Notes for a
description of such transactions, distributions and allocations. In 1999,
1998 and 1997, no cash distributions were paid to the General Partners.
Affiliates of the Managing General Partner provided property
management services to the Partnership in 1999 for the North Hills Mall in
North Richland, Texas. Fees were calculated at 4% of fixed and percentage
rents from North Hills Mall. In 1999, such affiliate earned property
management and leasing fees amounting to $82,890, of which all was paid as
of December 31, 1999. As set forth in the Prospectus of the Partnership,
the Managing General Partner must negotiate such agreements on terms no
less favorable to the Partnership than those customarily charged for
similar services in the relevant geographical area (but in no event at
rates greater than 6% of the gross receipts from a property), and such
agreements must be terminable by either party thereto, without penalty,
upon 60 days' notice.
JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner, earned and received insurance brokerage commissions in 1999
aggregating $6,977 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership. Such
commissions were at rates set by insurance companies for the classes of
coverage provided.
The General Partners of the Partnership or their affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses and salaries
relating to the administration of the partnership and operation of the
Partnership's real property investments. In 1999, the Managing General
Partner incurred such out-of-pocket expenses and salaries in the amount of
$51,802, all of which was paid at December 31, 1999.
The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner of the Partnership, as
described in Item 10 and Exhibit 21 hereto.
<PAGE>
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) No person or group was known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership immediately prior to its liquidation.
(b) The Managing General Partner, its executive officers and directors and the Associate General Partner
beneficially owned the following Interests of the Partnership immediately prior to its liquidation:
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership JMB Realty Corporation 5 Interests Less than 1%
Interests directly (1)
Limited Partnership Managing General Partner, 5 Interests Less than 1%
Interests its executive officers and directly (1)
directors and the Associate
General Partner as a group
<FN>
(1) Includes 5 Interests owned directly by JMB for which it had sole voting and investment power.
No executive officer or director of the Managing General Partner of the Partnership possessed a right to
acquire beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning ownership of the Managing General Partner.
(c) There existed no arrangement, known to the Partnership, the operations of which may have resulted at a
subsequent date in a change in control of the Partnership.
</TABLE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Managing General Partner, affiliates or their management other than
those described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements and Supplementary Data (See
Index to Financial Statements filed with this annual report)
2. 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. Copies of pages 8-12, 57-59 and A-7 to A-11 are
hereby incorporated herein by reference.
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.
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 by reference to the
Partnership's Report on Form 10Q/A (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 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 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
Rye Brook, 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 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.
<PAGE>
10-D. Sale documents relating to the sale of the 40 Broad
Street office building in New York, New York are hereby incorporated by
reference to the Partnership's report for December 30, 1997 on Form 8-K
(File No. 0-12140) dated February 27, 1998.
10-E. Sale-Purchase Agreement with exhibits dated December 5,
1997 relating to the sale of the Royal Executive Park office complex in Rye
Brook, New York between Royal Executive Park I, Royal Executive Park II,
Royal Executive Park III and Reckson Operating Partnership, L.P. are hereby
incorporated by reference to the Partnership's report for December 31, 1997
on Form 10-K (File No. 0-12140) dated March 25, 1998.
10-F. Sale-Purchase Agreements with Amendments and Exhibit "A"
Form of Indemnity Agreement, dated November 16, 1999 is hereby incorporated
by reference to Exhibits 1, 2, 3, 4 and 5 to the Partnership's Report for
November 19, 1999 on Form 8-K (File No. 0-12140) dated December 3, 1999.
21. List of Subsidiaries.
24. Powers of Attorney.
27. Financial Data Schedule.
___________
* Previously filed as Exhibits 3-A and 3-B, respectively, to the
Partnership's Report for December 31, 1992 on Form 10-K (File No. 0-12432)
dated March 19, 1993.
(b) The following reports on Form 8-K were filed since the
beginning of the last quarter of the period covered by this report.
The Partnership's report on Form 8-K for
December 28, 1999 (File No. 0-12140) describing the Partnership's final
liquidating distribution and dissolution was filed. No financial
statements were required to be filed therewith.
The Partnership's report on Form 8-K for
November 19, 1999 (File No. 0-12140) describing the Partnership's sale of
North Hills Mall was filed.
No annual report or proxy material for the fiscal year 1999 has been
sent to the Partners of the Partnership. An annual report will be sent to
the Partners subsequent to this filing.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the Partnership 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
Senior Vice President
Date: March 24, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: JMB Realty Corporation
Managing General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 24, 2000
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 24, 2000
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 24, 2000
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 24, 2000
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 24, 2000
By: STUART C. NATHAN*
Stuart C. Nathan, Executive Vice President
and Director
Date: March 24, 2000
*By: GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull, Attorney-in-Fact
Date: March 24, 2000
<PAGE>
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE Page
------------ ----
3-A. Pages 8-12, 57-59 and A-7 to
A-11 of the Prospectus of the
Partnership dated June 29, 1983,
as supplemented September 12,
1983 and October 21, 1983 Yes --
3-B. Amended and Restated Agreement of
Limited Partnership Yes --
3-C. Acknowledgement of rights and
duties of the General Partners of
the Partnership Yes --
4-A. Mortgage loan documents related
to North Hills Mall Yes --
10-A. Acquisition documents related to
the 40 Broad Street office building Yes --
10-B. Acquisition documents related to
the Royal Executive Park office
complex Yes --
10-C. Acquisition documents related to
the North Hills Mall Yes --
10-D. Sale documents related to
the 40 Broad Street office
building Yes --
10-E. Purchase-Sale Agreement related to
the Royal Executive Park
office complex Yes --
10-F. Sale documents related to
the North Hills Mall Yes --
21. List of Subsidiaries No
24. Powers of Attorney No
27. Financial Data Schedule No
EXHIBIT 21
LIST OF SUBSIDIARIES
The Partnership was a general partner in JMB-40 Broad Street
Associates, an Illinois general partnership which held title to the 40
Broad Street Building prior to its sale in December, 1997. The Partnership
was a general partner in Royal Executive Park-I, a New York general
partnership which held title to the Royal Executive Park Office Complex
prior to its sale in December, 1997. Reference is made to the Notes for a
summary description of the terms of such partnership agreements. The
Partnership's interest in the foregoing joint venture partnerships, and the
results of their operations are included in the financial statements of the
Partnership filed with this annual report.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - X, do hereby nominate, constitute and appoint GARY NICKELE,
GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1999, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 31st day of January, 2000.
H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1999,
and any and all amendments thereto, the 31st day of January, 2000.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or
directors of JMB Realty Corporation, the managing general partner of JMB
INCOME PROPERTIES, LTD. - X, do hereby nominate, constitute and appoint
GARY NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officer or directors a Report on Form 10-K
of said partnership for the fiscal year ended December 31, 1999, and any
and all amendments thereto, hereby ratifying and confirming all that said
attorneys and agents and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 31st day of January, 2000.
NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm
JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin
A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks
STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers and/or
directors, a Report on Form 10-K of said partnership for the fiscal year
ended December 31, 1999, and any and all amendments thereto, the 31st day
of January, 2000.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 8,422,781
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,422,781
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 8,422,781
<CURRENT-LIABILITIES> 0
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 8,422,781
<TOTAL-LIABILITY-AND-EQUITY> 8,422,781
<SALES> 3,750,701
<TOTAL-REVENUES> 4,404,637
<CGS> 0
<TOTAL-COSTS> 2,846,822
<OTHER-EXPENSES> 593,313
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 475,432
<INCOME-PRETAX> 489,070
<INCOME-TAX> 0
<INCOME-CONTINUING> 489,070
<DISCONTINUED> 655,349
<EXTRAORDINARY> (45,711)
<CHANGES> 0
<NET-INCOME> 1,098,708
<EPS-BASIC> 13.59
<EPS-DILUTED> 13.59
</TABLE>
