SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10Q/A
AMENDMENT NO. 1
Filed pursuant to Section 12, 13, or 15(d) of the
Securities Exchange Act of 1934
JMB MORTGAGE PARTNERS, LTD. - II
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
IRS Employer Identification
Commission File No. 0-16252 No. 36-3252916
The undersigned registrant hereby amends the following sections of its
Report for the quarter ended September 30, 1996 on Form 10-Q as set forth
in the pages attached hereto:
Item 1. Financial Statements. Pages 3 through 9
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. Pages 10 and 11
Item 6. Exhibits and Reports on Form 8-K. Page 13
(and exhibits thereto)
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 MORTGAGE PARTNERS, LTD. - II
By: JMB Realty Corporation
(Corporate General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
Dated: November 21, 1996
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB MORTGAGE PARTNERS, LTD. - II
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 399,948 1,391,904
Interest and other receivables. . . . . . . . . . . . . . . . . . . . 1,140 6,421
----------- -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 401,088 1,398,325
----------- -----------
Investment in unconsolidated venture, at equity . . . . . . . . . . . . 653,289 679,476
----------- -----------
$ 1,054,377 2,077,801
=========== ===========
3
JMB MORTGAGE PARTNERS, LTD. - II
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1996 1995
------------ -----------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,858 11,144
----------- -----------
Total current liabilities.. . . . . . . . . . . . . . . . . . . 30,858 11,144
----------- -----------
Commitments and contingencies
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . . 1,857,472 1,873,934
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (2,020,671) (1,932,819)
----------- -----------
(162,199) (57,885)
----------- -----------
Limited partners (22,590.5 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 19,272,546 19,272,546
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . . 19,858,676 20,006,833
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (37,945,504) (37,154,837)
----------- -----------
1,185,718 2,124,542
----------- -----------
Total partners' capital accounts. . . . . . . . . . . . . . . 1,023,519 2,066,657
----------- -----------
$ 1,054,377 2,077,801
=========== ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
4
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - II
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- -------------------------
1996 1995 1996 1995
----------- ---------- --------- ---------
<S> <C> <C> <C> <C>
Income:
Interest income . . . . . . . . . . . . . . . . $ 2,598 110,821 38,448 539,284
----------- ---------- --------- ---------
Expenses:
Mortgage investment servicing fees. . . . . . . -- -- -- 6,680
Professional services . . . . . . . . . . . . . 2,152 -- 30,786 32,540
Amortization of deferred expenses . . . . . . . -- 2,058 -- 7,852
General and administrative. . . . . . . . . . . 33,316 59,492 146,094 109,048
----------- ---------- --------- ---------
35,468 61,550 176,880 156,120
----------- ---------- --------- ---------
Operating earnings (loss) . . . . . . . (32,870) 49,271 (138,432) 383,164
Partnership's share of operations
of unconsolidated venture . . . . . . . . . . . (42,025) 13,948 (26,187) 38,003
----------- ---------- --------- ---------
Net earnings (loss) . . . . . . . . . . $ (74,895) 63,219 (164,619) 421,167
=========== ========== ========= =========
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . $ (2.99) (8.03) (6.56) 5.69
=========== ========== ========= =========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . $ -- 350.00 35.00 398.00
=========== ========== ========= =========
<FN>
See accompanying notes to financial statements.
</TABLE>
5
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - II
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
---------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (164,619) 421,167
Items not requiring (providing) cash or cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . -- 7,852
Partnership's share of operations of unconsolidated venture,
net of distributions. . . . . . . . . . . . . . . . . . . . . . . . . 26,187 (10,003)
Changes in:
Interest and other receivables. . . . . . . . . . . . . . . . . . . . . . 5,281 96,737
Amount due from affiliate . . . . . . . . . . . . . . . . . . . . . . . . -- 35,000
Deferred interest receivable. . . . . . . . . . . . . . . . . . . . . . . -- 1,481,618
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,714 3,157
---------- ----------
Net cash provided by (used in) operating activities . . . . . . . (113,437) 2,035,528
---------- ----------
Cash flows from investing activities:
Prepayment of first mortgage loan . . . . . . . . . . . . . . . . . . . . -- 6,643,000
Collection of principal on promissory note received in connection
with mortgage loan prepayment . . . . . . . . . . . . . . . . . . . . . -- 963,454
Costs in connection with investment in unconsolidated venture . . . . . . -- (776)
---------- ----------
Net cash provided by (used in) investing activities . . . . . . . -- 7,605,678
---------- ----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 68,140
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (790,667) (8,991,018)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (87,852) (292,564)
---------- ----------
Net cash provided by (used in) financing activities . . . . . . . (878,519) (9,215,442)
---------- ----------
Net increase (decrease) in cash and cash equivalents. . . . . . . (991,956) 425,764
Cash and cash equivalents, beginning of year. . . . . . . . . . . 1,391,904 1,069,818
---------- ----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 399,948 1,495,582
========== ==========
6
JMB MORTGAGE PARTNERS, LTD. - II
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1996 1995
---------- -----------
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ -- --
========== ==========
Non-cash investing and financing activities:
Balance due on mortgage note receivable . . . . . . . . . . . . . . . . $ -- 702,100
Deferred interest receivable. . . . . . . . . . . . . . . . . . . . . . -- 85,044
Provision for loan loss . . . . . . . . . . . . . . . . . . . . . . . . -- (116,000)
Capitalized costs . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 776
---------- ----------
Initial investment in unconsolidated venture, at equity . . . . . $ -- 671,920
========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
7
JMB MORTGAGE PARTNERS, LTD. - II
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995
which are included in the Partnership's 1995 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from these
estimates.
Certain amounts in the 1995 financial statements have been
reclassified to conform to the 1996 presentation.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate 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. Such costs required to be paid
by the Partnership to the General Partners and their affiliates for the
nine months ended September 30, 1996 and 1995 aggregated $36,729 and
$74,970, respectively, of which $28,841 was unpaid at September 30, 1996.
Payment of approximately $308,000 of distributions from Partnership
operations to the General Partners has been deferred in accordance with the
Partnership Agreement, which if the sale of the Spring Hill Fashion Center
as discussed below is completed as currently proposed, will not be paid.
All amounts deferred or currently payable to the General Partners or their
affiliates do not bear interest.
SPRING HILL FASHION CENTER, WEST DUNDEE, ILLINOIS
A major tenant, which occupied approximately 24% of the leasable space
at the property and which was operating under Chapter 11 bankruptcy
protection, did not exercise its renewal option when its lease expired in
October 1995 and vacated its space. The Spring Hill joint venture (the
"venture"), however, executed a ten-year lease (in February 1996) with a
replacement tenant for this space at rental rates lower than those of the
former tenant. The replacement tenant's occupancy in late June 1996 has
resulted in the property being 95% occupied at September 30, 1996, up from
75% at December 31, 1995. The venture is conserving its working capital in
order to fund certain costs associated with the replacement tenant's move-
in.
8
The property was classified as held for sale as of July 1, 1996 and
therefore has not been subject to continued depreciation as of that date.
The accompanying financial statements include ($26,187) and $38,003 of
operations of unconsolidated venture for the nine months ended September
30, 1996 and 1995, respectively. Such asset had a net carrying value of
$653,289 and $679,539 at September 30, 1996 and December 31, 1995,
respectively.
In October 1996, the venture finalized a contract with a potential
purchaser for the sale of this property. The sale of the property is
subject to the closing of the transaction including satisfaction of certain
closing conditions. If the transaction is consummated under the current
proposed terms, the venture would recognize a loss for Federal income tax
reporting purposes and a loss of approximately $775,000 for financial
reporting purposes. Accordingly, as a matter of prudent accounting
practice, the venture has recognized this amount as a $775,000 provision
for value impairment at September 30, 1996, of which $54,250 has been
allocated to the Partnership. There can be no assurance, however, that the
final sale agreement will not differ materially from the present agreement,
or that the sale of the property will be consummated on any terms.
UNCONSOLIDATED VENTURE - SUMMARY INFORMATION
Summary income statement information for JMB/Spring Hill Associates
for the nine months ended September 30, 1996 and 1995 is as follows:
1996 1995
--------- ---------
Total revenues . . . . . . . . . $ 888,304 1,101,684
========= =========
Net earnings (loss). . . . . . . $(374,089) 542,905
========= =========
Partnership's share
of earnings (loss) . . . . . . $ (26,187) 38,003
========= =========
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
1996 and for the three and nine months ended September 30, 1996 and 1995.
9
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investment.
During the second quarter of 1996 some of the Limited Partners in the
Partnership received from an unaffiliated third party an unsolicited tender
offer to purchase up to 1,006 Interests in the Partnership at $35 per
Interest. The Partnership recommended against acceptance of this offer on
the basis that, among other things, the offer price was inadequate. In
June such offer expired with approximately 56 Interests being purchased by
such unaffiliated third party pursuant to such offer. In addition, the
Partnership has, from time to time, received inquiries from other third
parties that may consider making offers for Interests, including requests
for the list of Limited Partners in the Partnership. These inquiries are
generally preliminary in nature. 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. The board of directors of JMB Realty Corporation ("JMB") the
corporate 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 offers. 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.
The Partnership's only remaining investment is its joint venture
equity investment in Spring Hill Fashion Center in West Dundee, Illinois.
The venture is attempting to finalize a sale for this property to close in
1996. Upon completion of the sale of the Spring Hill Fashion Center, the
affairs of the Partnership are expected to be wound up as soon as it is
feasibly possible, with a final liquidating distribution from the
Partnership (excluding any amounts distributable to the liquidating trust
described below) to the Partners expected to be paid in late 1996.
In connection with the planned liquidation and termination of the
Partnership, the Corporate General Partner currently intends to cause the
formation of a liquidating trust on or before December 31, 1996, 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 Corporate 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 cash and cash equivalents at September 30, 1996 as
compared to December 31, 1995 is attributable primarily to the
Partnership's distribution in May 1996 of approximately $879,000 ($35 per
Interest to the Limited Partners and $87,852 to the General Partners).
10
Interest income decreased for the nine months ended September 30, 1996
as compared to the nine months ended September 30, 1995 primarily as a
result of the April 1995 prepayment of the loan secured by the Plaza at
Shelter Cove shopping center and lower average balances in the
Partnership's interest-bearing cash equivalents. An additional decrease in
interest income is due to the March 1995 repayment of amounts due relating
to the loan secured by the Valley Lo Towers Apartments. The decrease in
interest income for the three months ended September 30, 1996 as compared
to the three months ended September 30, 1995 is attributable primarily to
lower average balances in the Partnership's interest-bearing cash
equivalents during the three months ended September 30, 1996.
The increase in general and administrative expenses for the nine
months ended September 30, 1996 as compared to the nine months ended
September 30, 1995 is attributable primarily to the timing of the
recognition of costs for certain outsourcing services and the timing of the
recognition of certain printing costs in 1996. The decrease in general and
administrative expenses for the three months ended September 30, 1996 as
compared to the three months ended September 30, 1995 is attributable
primarily to the recognition of certain prior year reimbursable costs to
affiliates of the General Partners during the three months ended September
30, 1995.
The decrease in Partnership's share of operations of unconsolidated
venture for the three and nine months ended September 30, 1996 as compared
to the year-earlier periods is attributable primarily to the Spring Hill
joint venture's recording of a $775,000 value impairment provision for the
Spring Hill Fashion Center at September 30, 1996.
11
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A.* The Prospectus of the Partnership dated January 31,
1984, as supplemented July 18, 1984 and May 15, 1985 as filed with the
Commission pursuant to Rules 424(b) and 424(c), is incorporated herein by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 2-87086) dated January 31, 1984.
3-B.* Amended and Restated Agreement of Limited
Partnership, which agreement is incorporated herein by reference to the
Partnership's Prospectus as filed with the Commission in the Partnership's
Registration Statement on Form S-11 (File No. 2-87086) dated January 31,
1984.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is filed herewith.
10-A. Agreement for Deed in Lieu of Foreclosure and
related agreements dated as of April 4, 1995 between borrower and lenders
relating to Spring Hill Fashion Center are incorporated herein by reference
to the Partnership's Report for December 31, 1995 on Form 10-K (File No. 0-
16252) dated March 25, 1996.
10-B. Agreement of General Partnership of JMB/Spring Hill
Associates dated May 1, 1995 between JMB Mortgage Partners, Ltd., JMB
Mortgage Partners, Ltd.-II and JMB Mortgage Partners, Ltd.-III is
incorporated herein by reference to the Partnership's Report for December
31, 1995 on Form 10-K (File No. 0-16252) dated March 25, 1996.
27. Financial Data Schedule.
(b) No reports on Form 8-K have been filed during the last
quarter of the period covered by this report.
13
EXHIBIT 3-C.
JMB MORTGAGE PARTNERS, LTD. - II
ACKNOWLEDGEMENT
----------------
This Acknowledgement is made and executed as of the 31st day of
December, 1995 by AGPP Associates, L.P., a limited partnership organized
under the laws of the State of Illinois ("AGPP"), and JMB Realty
Corporation, a Delaware corporation ("JMBRC").
WHEREAS, AGPP has acquired all of the partnership interests in
Mortgage Associates, L.P., an Illinois limited partnership, which has
served as the Associate General Partner of JMB Mortgage Partners, Ltd. -
II, an Illinois limited partnership (the "Partnership"), and AGPP has
elected to continue the business of the Partnership and has agreed to
continue as the Associate General Partner of the Partnership; and
WHEREAS, JMBRC has agreed to continue as the Corporate General
Partner of the Partnership.
NOW, THEREFORE, the parties hereby agree and acknowledge as follows:
1. AGPP and JMBRC both shall continue as general partners of the
Partnership, each with all of the rights and powers of general partners
therein, as set forth in the agreement of limited partnership of the
Partnership, as amended to date (the "Partnership Agreement") and in the
Revised Uniform Limited Partnership Act of the State of Illinois, and the
Partnership and its business shall be continued in all respects.
2. AGPP hereby agrees that it is a signatory to the Partnership
Agreement, together with JMBRC, and adopts and agrees to be bound by all of
the provisions of the Partnership Agreement, as amended from time to time
in accordance with the provisions of the Partnership Agreement.
3. AGPP and JMBRC agree that JMBRC is hereby authorized and
empowered, on behalf of AGPP, JMBRC, the Partnership or any of the
foregoing, to execute any and all documents, enter into any and all
agreements, or take any and all other actions (in each case in accordance
with and subject to the terms of the Partnership Agreement), in the name of
the Partnership or otherwise, as shall be necessary or appropriate in
connection with the business of the Partnership at any time. It is further
understood and agreed that the Chairman, President or any Vice President of
JMBRC (including any partner of AGPP who is Chairman, President or Vice
President of JMBRC) may act for and in the name of JMBRC in the exercise by
JMBRC of any of its rights and powers hereunder. In dealing with JMBRC (or
the Chairman, President or any Vice President thereof) so acting on behalf
of AGPP, JMBRC or the Partnership, no person shall be required to inquire
into the authority of JMBRC or such individual to bind the Partnership.
Persons dealing with the Partnership are entitled to rely conclusively upon
the power and authority of JMBRC (and of the Chairman, President or any
Vice President of JMBRC) as set forth herein.
4. AGPP and JMBRC agree to take any and all other actions as
shall be necessary or appropriate to reflect the continuation of the
Partnership's business, including the filing with any agency of any
document which shall be necessary or appropriate in connection therewith.
5. Nothing contained herein or contemplated hereby shall be
deemed to render AGPP or JMBRC liable for any obligations for which they
would otherwise not be liable as general partners of the Partnership.
IN WITNESS WHEREOF, the parties hereto have executed this
Acknowledgement as of the date first above written.
AGPP ASSOCIATES, L.P.
By: JMB Realty Corporation
General Partner
By: DENNIS M. QUINN
Dennis M. Quinn
Its: Sr. Vice President
JMB REALTY CORPORATION
By: GARY NICKELE
Gary Nickele
Its: Executive Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 399,948
<SECURITIES> 0
<RECEIVABLES> 1,140
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 401,088
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,054,377
<CURRENT-LIABILITIES> 30,858
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 1,023,519
<TOTAL-LIABILITY-AND-EQUITY> 1,054,377
<SALES> 0
<TOTAL-REVENUES> 38,448
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 176,880
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (138,432)
<INCOME-TAX> 0
<INCOME-CONTINUING> (164,619)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (164,619)
<EPS-PRIMARY> (6.56)
<EPS-DILUTED> (6.56)
</TABLE>
