SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended March 31, 1995 Commission file number 0-15966
JMB INCOME PROPERTIES, LTD. - XI
(Exact name of registrant as specified in its charter)
Illinois 36-3254043
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . 17
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . 22
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . 23
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . $ 766,294 7,200,333
Short-term investments (note 1). . . . . . . . . . . . . . . . . . 11,210,561 7,530,660
Rents and other receivables. . . . . . . . . . . . . . . . . . . . 1,839,733 1,984,395
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . 31,464 79,621
Escrow deposits (note 2(c)). . . . . . . . . . . . . . . . . . . . 9,554,990 11,508,793
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . 23,403,042 28,303,802
------------ ------------
Investment properties, at cost (notes 2 and 3):
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,796,561 3,796,561
Building and improvements. . . . . . . . . . . . . . . . . . . . . 64,207,950 61,610,179
------------ ------------
68,004,511 65,406,740
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . 13,336,500 12,951,168
------------ ------------
Total investment properties, net of
accumulated depreciation . . . . . . . . . . . . . . . . . 54,668,011 52,455,572
Investment in unconsolidated ventures,
at equity (notes 1, 3 and 5) . . . . . . . . . . . . . . . . . . . 25,457,868 24,512,608
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 919,611 929,683
------------ ------------
$104,448,532 106,201,665
============ ============
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1995 1994
------------ -----------
Current liabilities:
Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 415,003
Current portion of long-term debt. . . . . . . . . . . . . . . . . 464,768 455,199
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . 841,031 485,464
Construction costs payable . . . . . . . . . . . . . . . . . . . . 1,789,484 3,431,926
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . 248,981 249,748
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . 3,344,264 5,037,340
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . 80,382 79,882
Long-term debt, less current portion . . . . . . . . . . . . . . . . 35,316,955 35,436,797
------------ ------------
Commitments and contingencies (notes 1, 2, 3 and 4)
Total liabilities. . . . . . . . . . . . . . . . . . . . . . 38,741,601 40,554,019
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . 5,293,543 5,270,362
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (6,631,429) (6,631,429)
------------ ------------
(1,336,886) (1,360,067)
------------ ------------
Limited partners (173,411 interests):
Capital contributions, net of offering costs . . . . . . . . . . 156,493,238 156,493,238
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . 26,197,133 25,640,796
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (115,646,554) (115,126,321)
------------ ------------
67,043,817 67,007,713
------------ ------------
Total partners' capital accounts (deficits). . . . . . . . . 65,706,931 65,647,646
------------ ------------
$104,448,532 106,201,665
============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,861,686 3,183,733
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . 315,530 204,593
----------- ----------
3,177,216 3,388,326
----------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . . . . . . 747,714 593,437
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385,332 451,713
Property operating expenses. . . . . . . . . . . . . . . . . . . . . . 2,233,746 2,652,495
Professional services. . . . . . . . . . . . . . . . . . . . . . . . . 86,408 158,043
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . . 17,350 14,954
General and administrative . . . . . . . . . . . . . . . . . . . . . . 72,408 99,928
----------- ----------
3,542,958 3,970,570
----------- ----------
Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . (365,742) (582,244)
Partnership's share of operations of
unconsolidated ventures (note 1) . . . . . . . . . . . . . . . . . . . 945,260 666,888
----------- ----------
Net earnings . . . . . . . . . . . . . . . . . . . . . . . . . . $ 579,518 84,644
=========== ==========
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS - CONTINUED
1995 1994
------------ -----------
Net earnings per limited
partnership interest (note 1). . . . . . . . . . . . . . . . . $ 3.21 .47
=========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . . . . . . . . . . . . . $ 3.00 3.00
=========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(UNAUDITED)
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . . $ 579,518 84,644
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 385,332 451,713
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . 17,350 14,954
Amortization of discounts on long-term debt. . . . . . . . . . . . . -- 33,419
Partnership's share of operations of unconsolidated ventures,
net of distributions . . . . . . . . . . . . . . . . . . . . . . . (945,260) 57,603
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . . 144,662 3,500
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 48,157 170,409
Escrow deposits (note 2(c)). . . . . . . . . . . . . . . . . . . . . 1,953,803 --
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . 355,567 75,757
Accrued interest payable . . . . . . . . . . . . . . . . . . . . . . (767) 245,198
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . 500 --
------------ -----------
Net cash provided by operating activities. . . . . . . . . . . . 2,538,862 1,137,197
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases)
of short-term investments. . . . . . . . . . . . . . . . . . . . . . (3,679,901) 5,966,147
Additions to investment properties,
including related construction payables. . . . . . . . . . . . . . . (4,240,213) (6,464,644)
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . . (7,278) (12,622)
------------ -----------
Net cash used in investing activities. . . . . . . . . . . . . . (7,927,392) (511,119)
------------ -----------
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1995 1994
------------ -----------
Cash flows from financing activities:
Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . . (415,003) --
Principal payments on long-term debt . . . . . . . . . . . . . . . . . (110,273) (114,015)
Distributions to limited partners. . . . . . . . . . . . . . . . . . . (520,233) (520,233)
------------ -----------
Net cash used in financing activities. . . . . . . . . . . . . . (1,045,509) (634,248)
------------ -----------
Net decrease in cash and cash equivalents. . . . . . . . . . . . (6,434,039) (8,170)
Cash and cash equivalents, beginning of period . . . . . . . . . 7,200,333 267,127
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . . . . $ 766,294 258,957
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . . $ 748,482 348,239
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995 AND 1994
(UNAUDITED)
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1994
which are included in the Partnership's 1994 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.
(1) BASIS OF ACCOUNTING
The equity method of accounting has been applied in the accompanying
financial statements with respect to the Partnership's interest in Royal
Executive Park II ("Royal Executive") and JMB/San Jose Associates ("San
Jose"). Accordingly, the accompanying financial statements do not include
the accounts of Royal Executive and San Jose.
The Partnership's records are 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
adjustments are not recorded on the records of the Partnership. The net
effect of these items is summarized as follows for the three months ended
March 31:
1995 1994
----------------------- -------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
---------- --------- ---------- ---------
Net earnings
(loss). . . . . . $579,518 357,227 84,644 (97,540)
Net earnings
(loss)
per limited
partnership
interest. . . . . $ 3.21 2.06 .47 (.54)
======== ======= ========== =========
The net earnings (loss) per limited partnership interest is based upon
the number of limited partnership interests outstanding at the end of each
period (173,411). Deficit capital accounts will result, through the
duration of the Partnership, in net gain for financial reporting and income
tax purposes.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies cash 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 pronounce-
ment. Partnership distributions from unconsolidated ventures are
considered cash flow from operating activities only to the extent of the
Partnership's cumulative share of net earnings. The Partnership records
amounts held in U.S. Government obligations at cost, which approximates
market. For the purposes of these statements, the Partnership's policy is
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
to consider all such amounts held with original maturities of three months
or less ($719,382 and $7,200,333 at March 31, 1995 and December 31, 1994,
respectively) as cash equivalents with any remaining amounts (generally
with original maturities of one year or less) reflected as short-term
investments being held to maturity.
In response to the uncertainties relating to the San Jose joint
venture's ability to recover the net carrying value of certain buildings
within the Park Center Plaza investment property through future operations
or sale, San Jose, recorded a provision for value impairment at September
30, 1994 on the 100-130 Park Center Plaza buildings and certain parking
areas, and the 170 Almaden building of $944,335, in the aggregate, to
reduce the net carrying values to the then outstanding balances of related
non-recourse debt. These provisions are in addition to similar provisions
for other portions of the complex taken in earlier years and previously
reported. Reference is made to note 3(b) for further discussion of the
current status of this investment property.
Due to uncertainty about the ability to recover the net carrying value
of the property through future operations and sale, Royal Executive has
made a provision for value impairment of $25,378,893. Such provision at
September 30, 1994 was recorded to reduce the net carrying value of the
property to the then estimated valuation. The provision for value
impairment has been allocated fully to the venture partner to reflect their
subordination to the Partnership in distributions with regard to future
operation and sale or financing proceeds as discussed in note 3(c).
During March 1995, 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. SFAS 121, when effective,
will require that the Partnership record an impairment loss on its long-
lived assets (primarily its consolidated investments in land, buildings and
improvements) whenever their carrying value cannot be fully recovered
through estimated undiscounted future cash flows from operations and sale.
The amount of the impairment loss to be recognized would be the difference
between the long-lived asset's carrying value and the asset's estimated
fair value less costs to sell.
The amount of any impairment loss recognized by the Partnership under
its current accounting policy has been limited to the excess, if any, of
the property's carrying value over the outstanding balance of the
property's non-recourse indebtedness. An impairment loss under SFAS 121
would be determined without regard to the nature or the balance of such
non-recourse indebtedness. Upon the disposition of a property for which an
impairment loss has been recognized under SFAS 121, the Partnership would
recognize, at a minimum, a net gain for financial reporting purposes to the
extent of any excess of the then outstanding balance of the property's non-
recourse indebtedness over the then carrying value of the property,
including the effect of any reduction for impairment loss under SFAS 121.
The Partnership expects to adopt SFAS 121 no later than the first
quarter of 1996. Although the Partnership has not currently assessed the
full impact of adopting SFAS 121, the amount of any such required
impairment loss could be materially higher than the amounts that have been
recorded in the past or may be recorded in 1995 under the Partnership's
current impairment policy. In addition, upon the disposition of an
impaired property, the Partnership would generally recognize more net gain
for financial reporting purposes under SFAS 121 than it would have under
the Partnership's current impairment policy, without regard to the amount,
if any, of cash proceeds received by the Partnership in connection with the
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
disposition. Although implementation of this new accounting statement
could significantly impact the Partnership's reported earnings, there would
be no impact on cash flows. Further, any such impairment loss would not be
recognized for Federal income tax purposes.
No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the investors rather than the
Partnership. However, in certain circumstances, the Partnership has been
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to partners.
(2) INVESTMENT PROPERTIES
(a) General
The Partnership has acquired, either directly or through joint
ventures, two shopping centers and three office complexes. In June 1990,
the Partnership sold its interest in the Genesee Valley Shopping Center.
In November 1994, the lender realized upon its security interest and took
title to the Bank of Delaware building via a deed in lieu of foreclosure
(note 2(b)). All of the remaining properties were in operation at March
31, 1995.
(b) Bank of Delaware - office building
A major tenant in the building brought a lawsuit against the
Partnership which sought reimbursement from the Partnership for certain
improvements made by the tenant to its space in the building. Pursuant to
an arbitration ruling, the Partnership reimbursed the tenant approximately
$802,000, all of which was paid as of December 1992. The Partnership was
released from any further obligations pursuant to the assignment of title
to the property in November 1994 as described below.
In December 1993, a major tenant, E.I. duPont de Nemours ("duPont"),
which comprised approximately 27% of the building, vacated their space upon
expiration of their lease. The property had been operating at a cash
deficit due to the significant costs incurred in connection with the re-
leasing of vacant space and certain capital improvements. Due to the
competitive nature of this marketplace, the Partnership estimated the costs
associated with re-leasing any vacant space during the next few years,
including those costs to remove the remaining asbestos in tenant space,
would have been substantial. As a result, the Partnership had commenced
discussions with the building's first mortgage lender in order to seek a
loan modification. In connection with these discussions, effective January
1994, the Partnership had suspended payment of debt service to the lender.
Under the terms of a mortgage and security agreement, the Partnership, in
its capacity as mortgagor of the building, agreed to indemnify the mortgage
lender, under certain circumstances, against damages, claims, liabilities
and expenses incurred by or asserted against the mortgage lender in
relation to asbestos in the building. Asbestos had been abated or
encapsulated in approximately 62% of the building's space. The Partnership
did not believe that any remaining asbestos in the building presented a
hazard and did not believe that such asbestos would have been required to
be removed. The Partnership estimated that the cost of asbestos abatement
in a portion of the building that could be incurred under certain
circumstances in the future would have been approximately $800,000.
However, the Partnership did not believe that it would have likely been
required to incur (or to indemnify the mortgage lender against) any such
cost, although there was no assurance that the Partnership would not have
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
been required to pay such cost or provide such indemnification. In
November 1994, due to the Partnership's default in payment of debt service,
the mortgage lender concluded proceedings to realize upon its mortgage
security interest represented by the land, building, and related
improvements of the property via a deed in lieu of foreclosure. As a
result of the disposition of the property, the Partnership recognized a
gain in 1994 for financial reporting purposes of $447,650 and a loss for
federal income tax purposes of $4,756,937 with no corresponding
distributable proceeds. In conjunction with the transfer of title, the
Partnership paid the mortgage lender a sum of approximately $681,000 which
included the net cash flow of the property since the suspension of debt
service and an indemnification release fee for which the mortgage lender
released the Partnership from all liabilities respecting the property,
including those related to asbestos.
(c) Riverside Square Mall
During the third quarter of 1994, the Partnership finalized a
refinancing of the first mortgage loan with a new loan in the amount of
$36,000,000 which resulted in net proceeds of approximately $22,300,000.
Of such proceeds, approximately $11,200,000 was escrowed by the lender
pursuant to the loan agreement and will be released, including interest, to
fund certain costs of the renovation and restoration as discussed below.
Approximately $2,141,000 has been released as of March 31, 1995 and
approximately $406,000 has been released subsequent to March 31, 1995. The
remaining $11,100,000 represented the replenishment of the Partnership's
working capital for amounts paid or to be paid to Saks and Bloomingdales
for tenant allowances as discussed below. In connection with the
negotiations relating to the refinancing, the Partnership had escrowed
approximately $801,000 to serve as collateral to secure a letter of credit.
Such letter of credit was released and the funds were refunded to the
Partnership in September 1994 in connection with the loan funding.
Additionally, the Partnership recorded, in 1994, an extraordinary loss on
refinancing of $2,206,791 representing the write-off of unamortized
discount on the original mortgage loan of $1,557,628 and a $649,163
prepayment penalty.
The Partnership has substantially completed its renovation of
Riverside Square Mall and is continuing to remerchandise the center. In
connection with the renovation, the Partnership, in early 1994, signed 15-
year operating covenant extensions with both Saks and Bloomingdales, the
latter of which owns their own store. In return for the additional 15-year
commitment to the center, the Partnership reimbursed Saks for their store
renovation in the amount of $6,100,000 and is obligated to pay
Bloomingdales $5,000,000 toward their upcoming store renovation. In
connection with the payment to Saks, the Partnership also acquired title to
the Saks building which had previously been owned by Saks. The Partnership
is also required to complete the renovation of the mall, with an additional
estimated cost of approximately $12,000,000. The Partnership continues to
consider expanding the mall at some point in the future as well.
Furthermore, the Partnership has commenced a $7,500,000 restoration of the
parking deck. This restoration should be completed by the end of 1995.
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
(3) VENTURE AGREEMENTS
(a) General
Under certain circumstances, either pursuant to the venture agreements
or due to the Partnership's obligations as a general partner, the
Partnership may be required to make additional cash contributions to the
ventures. There are certain risks associated with the Partnership's
investments made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.
(b) San Jose
The Partnership has acquired, through San Jose, an interest in an
existing office building complex in San Jose, California (Park Center
Financial Plaza) consisting of ten office buildings, a parking and retail
building (185 Park Avenue) and two parking garage structures.
The partners of San Jose are the Partnership and JMB Income
Properties, Ltd.-XII, another partnership sponsored by the Managing General
Partner of the Partnership ("JMB-XII"). The terms of San Jose's
partnership agreement generally provide that contributions, distributions,
cash flow, sale or refinancing proceeds and profits and losses will be
distributed or allocated to the Partnership and JMB-XII in their respective
50% ownership percentages.
During August 1994, San Jose received notification from the
Redevelopment Agency of the City of San Jose of its offer to purchase one
of the parking garage structures in the office building complex, for an
approved Agency project for $4,090,000. The price offered is deemed by the
Agency to be just compensation in compliance with applicable State and
Federal laws. During 1995, the Agency filed a condemnation action in court
to secure their position in obtaining the garage pursuant to the laws of
eminent domain. However, San Jose will continue to hold discussions with
the Agency and continue to investigate its options with regard to the
Agency's offer, including the impact of any purchase on garage spaces
leased to tenants of other Partnership properties in the complex. Should
the Agency proceed to purchase the property, San Jose would recognize a
gain for financial reporting and Federal income tax purposes. It is
uncertain at this time whether a transfer at the garage to the Agency will
occur or upon what terms.
San Jose notified the tenants in and invitees to the Park Center Plaza
complex that some of the buildings, particularly the 100-130 Park Center
Plaza Buildings and the garage below them, could pose a life safety hazard
under certain unusually intense earthquake conditions. While the buildings
and the garage were designed to comply with the applicable codes for the
period in which they were constructed, and there is no legal requirement to
upgrade the buildings for seismic purposes, San Jose is working with
consultants to analyze ways in which such a potential life safety hazard
could be eliminated. In addition, tenants occupying approximately 55,000
square feet (approximately 13% of the building) of the Park Center Plaza
investment property have leases that expire in 1995, for which there can be
no assurance of renewals. However, since the costs of both re-leasing
space and any seismic program at the 100-130 Park Center Plaza buildings
could be substantial, San Jose has commenced discussions with the
appropriate lender for additional loan proceeds to pay for all or a portion
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
of these costs. Should lender assistance be required to fund significant
costs at the 100-130 Park Center Plaza buildings but not be obtained, San
Jose may decide not to commit any additional amounts to this portion of the
complex, since such amounts are likely to be large in comparison to the
Partnership's current equity in this portion of the complex and the
likelihood of recovering such funds through increased capital appreciation
is remote. The result would be that San Jose would no longer have an
ownership interest in this portion of the complex. As a result, there is
uncertainty about the ability to recover the net carrying value of the
property through future operations and sale and accordingly, San Jose has
made provisions for value impairment on the 100-130 Park Center Plaza
buildings and certain parking areas and the 170 Almaden building of
$944,335 in the aggregate. Such provisions at September 30, 1994 were
recorded to reduce the net carrying values of these buildings to the then
outstanding balances of the related non-recourse financing.
San Jose, during the fourth quarter of 1994, finalized a loan
modification and extension to November 30, 2001 with the mortgage lender on
the 150 Almaden and 185 Park Avenue buildings and certain parking areas as
the mortgage loan secured by this portion of the complex matured on October
1, 1993 and was extended to December 1, 1993. The refinancing resulted in
a partial paydown of the outstanding principal balance in the amount of
$2.5 million of which the Partnership's share was $1.25 million.
The property was managed by an affiliate of the General Partners of
the Partnership for a fee calculated as 3% of gross receipts until December
1994 when the affiliated property manager sold substantially all of its
assets and assigned its interests in its management contracts to an
unaffiliated third party who continues to manage under the same terms. In
addition, certain of the management personnel of the property manager
became management personnel of the purchaser and its affiliates.
(c) Royal Executive
Commencing January 1, 1989 and until certain rental achievement levels
are attained, the Partnership is entitled to a cumulative preferred annual
return equal to $2,430,000 per year. The next $2,439,732 of annual cash
flow is distributable to the joint venture partners, on a non-cumulative
basis, with any remaining cash flow distributable 49.9% to the Partnership
and 50.1% to the joint venture partners. Therefore, the Partnership's
receipt of cash distributions is subject to the actual operations of the
property. The Partnership is entitled to any deficiency in its preferred
annual return plus interest at 9% on a cumulative basis as an annual
priority distribution from future available operating cash flow. The
cumulative deficiency in the preferred annual return was approximately
$5,300,000 and $4,700,000 at March 31, 1995 and December 31, 1994,
respectively. The Royal Executive venture agreement further provides that
distributions of net sale or financing proceeds shall be allocated first to
the Partnership to the extent of the cumulative deficiency in the preferred
annual return plus its initial capital investment in the venture.
Operating profits of the joint venture, in general, will be allocated
in proportion to, and to the extent of, distributions and then based on
relative ownership percentages. Operating losses, in general, will be
first allocated to the joint venture partners to the extent of any
additional contributions made to fund operations or the Partnership's
guaranteed return. Remaining losses, if any, will be allocated based upon
relative ownership interests. Depreciation and amortization will be
allocated based upon the relative ownership interests.
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Due to uncertainty about the ability to recover the net carrying value
of the property through future operations and sale, Royal Executive has
made a provision for value impairment of $25,378,893. Such provision at
September 30, 1994 was recorded to reduce the net carrying value of the
property to its then estimated valuation. The provision for value
impairment has been allocated fully to the venture partner to reflect their
subordination to the Partnership in distributions with regard to future
operation and sale or financing proceeds as discussed above.
Effective July 1, 1994, management and leasing activities at the
complex were transferred to an affiliate of the General Partners of the
Partnership, who managed the property until December 1994 for a fee
computed as 2% of rental revenue. In December 1994, this affiliated
property manager sold substantially all of its assets and assigned its
interest in its management contracts to an unaffiliated third party who
continues to manage under the same terms. In addition, certain of the
management personnel of the property manager became management personnel of
the purchaser and its affiliates.
(4) TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of March 31,
1995 and for the three months ended March 31, 1995 and 1994 are as follows:
Unpaid at
March 31,
1995 1994 1995
-------- ------ -------------
Property management
and leasing fees. . . . . . $62,254 65,989 1,540
Insurance commissions. . . . 54 -- --
Reimbursement (at cost)
for out-of-pocket
expenses. . . . . . . . . . 2,060 119 --
------- ------ -----
$64,368 66,108 1,540
======= ====== =====
The Managing General Partner and its affiliates are entitled to
reimbursement for salaries and direct expenses of officers and employees of
the Managing General Partner and its affiliates relating to the
administration of the Partnership and the operation of the Partnership's
investment properties. The amount of such salaries and direct expenses
aggregated $11,482 and $138,231 for the three months ended March 31, 1995
and the twelve months ended December 31, 1994, respectively, all of which
has been paid as of March 31, 1995.
The General Partners have deferred receipt of certain of their
distributions of net cash flow of the Partnership. The amount of such
deferred distributions was approximately $1,381,000 as of March 31, 1995.
The amount is being deferred in accordance with the subordination
requirements of the Partnership Agreement. In addition, an affiliate of
the General Partner deferred $300,000 in 1994 of leasing fees at Riverside
Square Mall pursuant to the management agreement. As of March 31, 1995,
$67,000 has been paid. This amount or amounts currently payable do not
bear interest and may be paid in future periods.
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS - CONCLUDED
(5) UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
The summary income statement information for the JMB/San Jose
Associates and Royal Executive Park II for the three months ended March 31,
1995 and 1994 is as follows:
1995 1994
---------- ----------
Total income. . . . . . . . . $4,000,369 3,737,673
========== ==========
Operating income. . . . . . . $1,219,041 608,361
========== ==========
Net earnings to the
Partnership . . . . . . . . $ 945,260 666,888
========== ==========
(6) ADJUSTMENTS
In the opinion of the Managing General Partner, all adjustments (con-
sisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of March 31,
1995 and for the three months ended March 31, 1995 and 1994.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
All references to "Notes" are to Notes to Financial Statements
contained in this report.
At March 31, 1995, the Partnership had cash and cash equivalents of
approximately $766,000. Such funds and short-term investments of
approximately $11,211,000 may be utilized for distributions to partners and
for working capital requirements including operating deficits, re-leasing
costs of vacant space and certain capital improvements currently being
incurred at the Riverside Square Mall. Additionally, funds may be utilized
for the Partnership's share of re-leasing costs and capital improvements at
certain portions of the Park Center Financial Plaza. The Partnership and
its consolidated ventures have currently budgeted in 1995 approximately
$2,110,000 for tenant improvements and other capital expenditures excluding
amounts budgeted for the renovation at Riverside Square Mall as discussed
below. The Partnership's share of such items and its share of such similar
items for its unconsolidated ventures for 1995 is currently budgeted to be
approximately $2,716,000. Actual amounts expended in 1995 may vary
depending on a number of factors including actual leasing activity, results
of property operations, liquidity considerations and other market
conditions over the course of the year. The General Partners have been
deferring receipt of distributions in accordance with the subordination
requirement of the Partnership Agreement as discussed in Note 4. The source
of capital for such items and for both short-term and long-term future
liquidity and distributions is expected to be through net cash generated by
the Partnership's investment properties and through the sale and/or
refinancing of such investments. In such regard, reference is made to the
Partnership's property specific discussions below. The Partnership's and
its ventures' mortgage obligations are all non-recourse. The Partnership
and its ventures are not obligated to pay mortgage indebtedness unless the
related property produces sufficient net cash flow from operations or sale.
During August 1994, San Jose received notification from the
Redevelopment Agency of the City of San Jose of its offer to purchase one
of the parking garage structures in the office building complex, for an
approved Agency project for $4,090,000. The price offered is deemed by the
Agency to be just compensation in compliance with applicable State and
Federal laws. During 1995, the Agency filed a condemnation action in court
to secure their position in obtaining the garage pursuant to the laws of
eminent domain. However, San Jose will continue to hold discussions with
the agency and continue to investigate its options with regard to the
Agency's offer including the impact of any purchase on garage spaces leased
to tenants of other Partnership properties in the complex. Should the
Agency proceed to purchase the property, San Jose would recognize a gain
for financial reporting and Federal income tax purposes. It is uncertain
at this time whether a transfer of the garage to the Agency will occur or
upon what terms.
San Jose, during the fourth quarter of 1994, finalized a loan
modification and extension to November 30, 2001 with the mortgage lender on
the 150 Almaden and 185 Park Avenue buildings and certain parking areas as
the mortgage loan secured by this portion of the complex matured on October
1, 1993 and was extended to December 1, 1993. The refinancing resulted in
a partial paydown of the outstanding principal balance in the amount of
$2.5 million of which the Partnership's share was $1.25 million.
(Reference is made to Note 3 (b)).
San Jose notified the tenants in and invitees to the complex that some
of the buildings, particularly the 100-130 Park Center Plaza Buildings and
the garage below them, could pose a life safety hazard under certain
unusually intense earthquake conditions. While the buildings and the
garage were designed to comply with the applicable codes for the period in
which they were constructed, and there is no legal requirement to upgrade
the buildings for seismic purposes, San Jose is working with consultants to
analyze ways in which such a potential life safety hazard could be
eliminated. Tenants occupying approximately 55,000 square feet
(approximately 13% of the buildings) of the Park Center Plaza investment
property have leases that expire in 1995, for which there can be no
assurance of renewals. In addition, new leases will likely require
expenditures for lease commissions and tenant improvements prior to tenant
occupancy. These anticipated costs upon re-leasing will result in a
decrease in cash flow from operations over the near term. However, since
the costs of both re-leasing space and any seismic program could be
substantial, San Jose has commenced discussions with the appropriate lender
for additional loan proceeds to pay for all or a portion of these costs.
Furthermore, should lender assistance be required to fund significant costs
at the 100-130 Park Center Plaza buildings but not be obtained, the
Partnership may decide not to commit any additional amounts to this portion
of the complex since such amounts are likely to be large in comparison to
the Partnership's current equity in this portion of the complex and the
likelihood of recovering such funds through increased capital appreciation
is remote. The result would be that the Partnership would no longer have
an ownership interest in this portion of the complex.
As a result, there is uncertainty about the ability to recover the net
carrying value of the property through future operations and sale and
accordingly, San Jose has made provisions for value impairment on the 100-
130 Park Center Plaza buildings and certain parking areas and the 170
Almaden building of $944,335 in the aggregate. Such provisions at
September 30, 1994 were recorded to reduce the net carrying values of these
buildings to the then outstanding balances of the related non-recourse
financing.
Riverside Square Mall has been experiencing decreasing sales levels as
well as increasing competition for new tenants since a competing regional
retail center expanded its operations in 1990. In an effort to improve the
property's competitive position, the Partnership has substantially
completed its renovation and is continuing to remerchandise the center. In
connection with the renovation, the Partnership, in early 1994, signed 15-
year operating covenant extensions with both Saks and Bloomingdales, the
latter of which owns their own store. In return for the additional 15-year
commitment to the center, the Partnership reimbursed Saks for their recent
store renovation in the amount of $6,100,000 and is obligated to pay
Bloomingdales $5,000,000 toward their upcoming store renovation (which
payment is expected to occur in 1995). In connection with the payment to
Saks, the Partnership also acquired title to the Saks building which had
previously been owned by Saks. The Partnership is also required to
complete the renovation of the mall, with an additional estimated cost of
approximately $12,000,000 which has been substantially completed as of
March 31, 1995. The Partnership continues to consider expanding the mall
at some point in the future as well. Furthermore, the Partnership has
commenced a $7,500,000 restoration of the parking deck. This restoration
should be completed by the end of 1995. During the third quarter of 1994,
the Partnership finalized a refinancing of the existing mortgage loan with
a new loan in the amount of $36,000,000. The new loan has an initial
interest rate of 8.35% per annum, requires monthly principal and interest
payments of $286,252 beginning September 1, 1994, and matures December 1,
2006, when the unpaid principal and interest balance is due. The
refinancing resulted in net proceeds of approximately $22,300,000 (after
retirement of the previous mortgage loan with an outstanding balance of
approximately $13,000,000, and payment of a prepayment penalty of
approximately $650,000 as discussed in Note 2(c)). Of such proceeds,
approximately $11,200,000 was escrowed by the lender pursuant to the loan
agreement and will be released (approximately $2,141,000 released as of
March 31, 1995), including interest earned, to fund certain costs of the
renovation and restoration as discussed above. The remaining $11,100,000
represents the replenishment of the Partnership's working capital for
amounts paid or to be paid to Saks and Bloomingdales for tenant allowances
as discussed above. In connection with the negotiations relating to the
refinancing, the Partnership had escrowed approximately $801,000 to serve
as collateral to secure a letter of credit. Such letter of credit was
released and the funds were refunded to the Partnership in September 1994
in connection with the loan funding.
The Partnership is continuing to attempt to lease the vacant space in
the mall, but the competitive nature of the surrounding retail area and the
fact that the mall was in need of a renovation has extended the time
period required to re-lease space in the mall as tenant leases expire and
are not renewed. On January 7, 1994, Conran's, a tenant occupying
approximately 28,000 square feet or 12% of the building, filed for
protection pursuant to a Chapter 11 bankruptcy petition. The Partnership
bought the rights to the Conran's lease for $475,000 through the bankruptcy
auction and is in control of the space. The Partnership continues to
review its possible alternatives with respect to replacement tenants for
the Conran's lease which was originally scheduled to expire in January
2000.
In November 1994, due to the Partnership's default in payment of debt
service, the mortgage lender concluded proceedings to realize upon its
mortgage security interest represented by the land, building, and related
improvements of the Bank of Delaware investment property via a deed in lieu
of foreclosure. As a result of the disposition of the property, the
Partnership recognized a gain in 1994 for financial reporting purposes of
$447,650 and a loss for Federal income tax purposes of $4,756,937 with no
corresponding distributable proceeds. In December 1993, a major tenant,
E.I. duPont de Nemours ("duPont"), which comprised approximately 27% of the
building, vacated their space upon expiration of their lease. The property
had been operating at a cash deficit due to the significant costs incurred
in connection with the re-leasing of vacant space and certain capital
improvements. Due to the competitive nature of this marketplace, the
Partnership estimated the costs associated with re-leasing any vacant space
during the next few years, including those costs to remove the remaining
asbestos in tenant space, would have been substantial. The Partnership had
commenced discussions with the building's first mortgage lender in order to
seek a loan modification. In connection with these discussions, effective
January 1994, the Partnership had suspended payment of debt service to the
lender. Under the terms of a mortgage and security agreement, the
Partnership, in its capacity as mortgagor of the building, agreed to
indemnify the mortgage lender, under certain circumstances, against
damages, claims, liabilities and expenses incurred by or asserted against
the mortgage lender in relation to asbestos in the building. Asbestos had
been abated or encapsulated in approximately 62% of the building's space.
The Partnership did not believe that any remaining asbestos in the building
presented a hazard and did not believe that such asbestos was required to
be removed. The Partnership estimated that the cost of asbestos abatement
in a portion of the building that could be incurred under certain
circumstances in the future would have been approximately $800,000.
However, the Partnership did not believe that it would have likely been
required to incur (or to indemnify the mortgage lender against) any such
cost, although there is no assurance that the Partnership would not have
been required to pay such cost or provide such indemnification. In
conjunction with the transfer of title, the Partnership paid the mortgage
lender a sum of approximately $681,000 which included the net cash flow of
the property since the suspension of debt service and an indemnification
release fee for which the mortgage lender released the Partnership from all
liabilities respecting the property, including those related to asbestos.
The Royal Executive Park II property produced sufficient cash flow to
fund the Partnership's preferred level of return for 1994 and in addition,
recovered a portion of the cumulative shortfall in this return since 1989.
In early 1994, JWP (a tenant who had leased 78,000 square feet) filed for
protection pursuant to a Chapter 11 bankruptcy petition and formally
rejected its lease and vacated the remainder of its space in January 1995.
However, all of this space has been re-leased to JWP's subtenants who have
become direct tenants. As a result, the Partnership expects to receive its
preferred level of return for 1995 in addition to a partial recovery of its
cumulative shortfall in this return since 1989. Effective July 1, 1994,
management and leasing activities at the complex were transferred to an
affiliate of the General Partners of the Partnership, who managed the
property until December 1994 for a fee computed as 2% of rental revenue.
In December 1994, the affiliated property manager sold substantially all of
its assets and assigned its interest in its management contracts to an
unaffiliated third party who continues to manage under the same terms. In
addition, certain of the management personnel of the property manager
became management personnel of the purchaser and its affiliates.
Due to uncertainty about the ability to recover the net carrying value
of the property through future operations and sale, Royal Executive has
made a provision for value impairment of $25,378,893. Such provision at
September 30, 1994 was recorded to reduce the net carrying value of the
property to the then estimated valuation. The provision for value
impairment has been allocated fully to the venture partner to reflect their
subordination to the Partnership in distributions with regard to future
operation and sale or financing proceeds as discussed in Note 3(c).
There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.
While the real estate markets are recuperating, highly competitive
market conditions continue to exist in most locations. The Partnership's
approach has been to aggressively and creatively manage the Partnership's
real estate assets to attract and retain tenants. Net effective rents to
the landlord from renewal tenants are much more favorable than lease terms
which can be negotiated with new tenants. However, the Partnership's
capital resources must also be preserved and allocated in such a manner as
to maximize the total value of the portfolio. As a result of the real
estate market conditions discussed above, the Partnership continues to
conserve its working capital. All expenditures are carefully analyzed and
certain capital projects are deferred when appropriate. The Partnership
has also sought or is seeking additional loan modifications where
appropriate. By conserving working capital, the Partnership will be in a
better position to meet the future needs of its properties since outside
sources of capital may be limited.
As we have reported previously, due to these factors, the Partnership
has held certain of its investment properties longer than originally
anticipated in an effort to maximize the return to the Limited Partners.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents and the increase in short-
term investments is primarily due to approximately $7,200,000 of the
Partnership's U.S. Government obligations being classified as cash and cash
equivalents at December 31, 1994, whereas approximately $719,000 of such
U.S. Government obligations were classified as cash equivalents at March
31, 1995. The aggregate decrease in cash and cash equivalents and short-
term investments is primarily due to funds utilized for renovation work as
described above at Riverside Square Mall. Reference is made to Note 1.
The decrease in prepaid expenses as of March 31, 1995 as compared to
December 31, 1994 is primarily due to the timing of the payment of
insurance premiums at Riverside Square Mall.
The decrease in escrow deposits as of March 31, 1995 as compared to
December 31, 1994 is primarily due to approximately $2,141,000 of
previously escrowed deposits utilized in 1995 to fund renovation costs at
Riverside Square Mall, partially offset by interest earned on escrowed
funds at Riverside Square Mall. Reference is made to Note 2(c).
The increase in building and improvements as of March 31, 1995 as
compared to December 31, 1994 is primarily due to renovation work of
$2,500,000 incurred in 1995 at Riverside Square Mall as discussed above.
The decrease in bank overdrafts as of March 31, 1995 as compared to
December 31, 1994 is due to the repayment of such overdrafts subsequent to
year-end.
The increase in accounts payable as of March 31, 1995 as compared to
December 31, 1994 is primarily due to the timing of the payment of
approximately $360,000 of certain expenses at Riverside Square Mall.
The decrease in construction costs payable as of March 31, 1995 as
compared to December 31, 1994 is primarily due to the timing of payments of
renovation costs at Riverside Square Mall, as discussed above.
The decrease in rental income, property operating expenses and
depreciation for the three months ended March 31, 1995 as compared to the
three months ended March 31, 1994 is primarily due to the lender taking
title to the Bank of Delaware building via a deed in lieu of foreclosure in
November 1994. See Note 2(b).
The increase in interest income for the three months ended March 31,
1995 as compared to the three months ended March 31, 1994 is primarily due
to investments in U.S. Government obligations earning a higher effective
yield in 1995, and due to interest earned of approximately $163,000 on
escrowed funds and the net loan proceeds related to the refinancing at
Riverside Square Mall received September 1, 1994 as more fully discussed in
Note 2(c).
The increase in mortgage and other interest for the three months ended
March 31, 1995 as compared to the three months ended March 31, 1994 is
primarily due to the third quarter 1994 refinancing of the debt at
Riverside Square Mall. Reference is made to Note 2(c).
The Partnership's share of operations of unconsolidated ventures
increased for the three months ended March 31, 1995 as compared to the
three months ended March 31, 1994 primarily due to an increase in rental
income at the Royal Executive investment property due to higher occupancy
levels and a decrease of real estate tax expenses (partially recoverable
from tenants) at the San Jose investment properties.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties.
<CAPTION>
1994 1995
------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Park Center Financial Plaza
San Jose, California . . . . 83% 83% 83% 84% 74%
2. Riverside Square Mall
Hackensack, New Jersey . . . 86% 76% 73% 81% 81%
3. Bank of Delaware Building
Wilmington, Delaware . . . . 61% 61% 61% N/A N/A
4. Royal Executive Park II
Rye Brook, New York. . . . . 92% 93% 89% 97% 97%
<FN>
An "N/A" indicates that the property was not owned by the Partnership at the end of the quarter. Reference
is made to Note 2(b) for a description of the disposition of this investment property.
</TABLE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits.
4-A. Mortgage loan agreement, Mortgage and Security
Agreement, Secured Promissory Note B, Secured Promissory Note A and
Assignment of Leases and Rents between the Partnership and Principal Mutual
Life Insurance Company dated August 30, 1994 are hereby incorporated herein
by reference to the Partnership's Report on Form 10-K for December 31, 1994
(File No. 0-15966) dated March 27, 1995.
4-B. Mortgage loan agreement between the Partnership
and Equitable Real Estate Investment Management, Inc. dated February 28,
1989 relating to the Bank of Delaware is hereby incorporated herein by
reference to Exhibit 4-B to the Partnership's report for December 31, 1992
on Form 10-K (File No. 0-15966) dated March 19, 1993.
4-C. Mortgage loan agreement between San Jose and
Connecticut General Life Insurance Co. dated June 20, 1985 relating to Park
Center Plaza are hereby incorporated by reference to the Partnership's
report on Form 8-K (File No. 0-15966) dated June 20, 1985.
4-D. Mortgage loan agreement, Amended and Restated
Deed of Trust, Security Agreement with assignment of Rents and Fixture
Filing and Real Estate tax escrow and Security Agreement between San Jose
and Connecticut General Life Insurance Co. dated November 30, 1994 are
hereby incorporated by reference to the Partnership's Report on Form 8-K
(File No. 0-15966) dated November 15, 1994.
10-A. Acquisition documents relating to the purchase by
the Partnership of Riverside Square in Hackensack, New Jersey are hereby
incorporated by reference to the Partnership's Prospectus on Form S-11
(File No. 2-90503) dated July 11, 1984.
10-B. Acquisition documents relating to the purchase by
the Partnership of the Bank of Delaware Office Building in Wilmington,
Delaware are hereby incorporated by reference to the Partnership's report
on Form 8-K (File No. 0-15966) dated December 27, 1984.
10-C. Acquisition documents including the venture
agreement relating to the purchase by the Partnership of Park Center Plaza
in San Jose, California are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 0-15966) dated June 20, 1985.
10-D. Deed in Lieu of Foreclosure Agreement and
Memorandum of Mutual Releases dated November 15, 1994 between Three Hundred
Delaware Avenue Associates, L.P. and EML Associates are hereby incorporated
by reference to the Partnership's Report on Form 8-K (File No. 0-15966)
dated November 15, 1994.
27. Financial Data Schedule
--------------
Although certain additional long-term debt instruments of
the Registrant have been excluded from Exhibit 4 above, pursuant to Rule
601(b)(4)(iii), the Registrant commits to provide copies of such agreements
to the Securities and Exchange Commissions upon request.
(b) The following reports on Form 8-K were filed since the
beginning of the last quarter of the period covered by this report
(i) None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - XI
BY: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: May 11, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 11, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<CIK> 0000744437
<NAME> JMB INCOME PROPERTIES, LTD. - XI
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 766,294
<SECURITIES> 11,210,561
<RECEIVABLES> 11,426,187
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 23,403,042
<PP&E> 68,004,511
<DEPRECIATION> 13,336,500
<TOTAL-ASSETS> 104,448,532
<CURRENT-LIABILITIES> 3,344,264
<BONDS> 35,316,955
<COMMON> 0
0
0
<OTHER-SE> 65,706,931
<TOTAL-LIABILITY-AND-EQUITY> 104,448,532
<SALES> 2,861,686
<TOTAL-REVENUES> 3,177,216
<CGS> 0
<TOTAL-COSTS> 2,636,428
<OTHER-EXPENSES> 158,816
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 747,714
<INCOME-PRETAX> (365,742)
<INCOME-TAX> 0
<INCOME-CONTINUING> 579,518
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 579,518
<EPS-PRIMARY> 3.21
<EPS-DILUTED> 0
</TABLE>
