SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended September 30, 1996 Commission file #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. . . . . . . . . . . . . . . 12
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 15
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XI
(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 . . . . . . . . . . . . . . . . . . . . . . $ 7,201,019 5,523,514
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 2,310,146 2,319,003
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 146,260 79,621
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,908,873 10,105,790
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 14,566,298 18,027,928
------------ ------------
Investment properties, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,796,561 3,796,561
Building and improvements . . . . . . . . . . . . . . . . . . . . . . 74,729,146 70,665,239
------------ ------------
78,525,707 74,461,800
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 16,700,580 14,927,070
------------ ------------
Total investment properties, net of
accumulated depreciation. . . . . . . . . . . . . . . . . . . 61,825,127 59,534,730
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 20,881,041 23,487,628
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,422,377 5,749,718
------------ ------------
$102,694,843 106,800,004
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 526,554 494,697
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 750,106 501,970
Construction costs payable. . . . . . . . . . . . . . . . . . . . . . 77,454 673,008
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 244,026 246,581
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 1,598,140 1,916,256
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 98,487 84,131
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 4,434,509
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 34,543,105 34,942,100
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 36,239,732 41,376,996
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 5,405,948 5,344,614
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (6,631,429) (6,631,429)
------------ ------------
(1,224,481) (1,285,815)
------------ ------------
Limited partners (173,411 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 156,493,238 156,493,238
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 29,954,306 27,422,838
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (118,767,952) (117,207,253)
------------ ------------
67,679,592 66,708,823
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . 66,455,111 65,423,008
------------ ------------
$102,694,843 106,800,004
============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XI
(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:
Rental income . . . . . . . . . . . . . . . . . $ 3,165,367 2,673,035 8,754,101 8,599,987
Interest income . . . . . . . . . . . . . . . . 174,978 289,890 558,143 940,083
----------- ---------- ----------- ----------
3,340,345 2,962,925 9,312,244 9,540,070
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . 732,952 742,997 2,206,574 2,236,091
Depreciation. . . . . . . . . . . . . . . . . . 623,342 525,023 1,773,510 1,442,822
Property operating expenses . . . . . . . . . . 1,948,644 1,788,441 6,121,399 5,811,070
Professional services . . . . . . . . . . . . . 47,261 7,164 196,750 196,382
Amortization of deferred expenses . . . . . . . 114,527 21,172 343,155 63,511
General and administrative. . . . . . . . . . . 82,982 105,191 296,587 298,476
----------- ---------- ----------- ----------
3,549,708 3,189,988 10,937,975 10,048,352
----------- ---------- ----------- ----------
Operating earnings (loss) . . . . . . . . (209,363) (227,063) (1,625,731) (508,282)
Partnership's share of operations of
unconsolidated ventures . . . . . . . . . . . . 870,306 664,522 2,805,923 2,225,452
----------- ---------- ----------- ----------
Net operating earnings (loss) . . . . . . 660,943 437,459 1,180,192 1,717,170
Partnership's share of gain on sale
of investment properties
from unconsolidated venture . . . . . . . . . . -- -- 1,412,610 --
----------- ---------- ----------- ----------
Net earnings (loss) . . . . . . . . . . . $ 660,943 437,459 2,592,802 1,717,170
=========== ========== =========== ==========
Net earnings (loss) per limited
partnership interest:
Net operating earnings. . . . . . . . . $ 3.66 2.42 6.53 9.51
Partnership's share of gain
on sale of investment
properties from uncon-
solidated venture . . . . . . . . . -- -- 8.06 --
----------- ---------- ----------- ----------
Net earnings (loss) . . . . . . . . $ 3.66 2.42 14.59 9.51
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . . $ -- 3.00 9.00 9.00
=========== ========== =========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XI
(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) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,592,802 1,717,170
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,773,510 1,442,822
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 343,155 63,511
Partnership's share of operations of unconsolidated ventures,
net of distributions. . . . . . . . . . . . . . . . . . . . . . . . . 431,197 (132,444)
Partnership's share of gain on sale of investment properties
from unconsolidated venture . . . . . . . . . . . . . . . . . . . . . (1,412,610) --
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 8,857 187,818
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (66,639) (50,456)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (676,249) (642,079)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 248,136 (42,546)
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . (2,555) (2,350)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 14,356 289
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . 3,253,960 2,541,735
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- 7,530,660
Net escrow draws (payments) for construction related costs. . . . . . . . 1,438,657 (1,381,773)
Additions to investment properties, including related
construction payables . . . . . . . . . . . . . . . . . . . . . . . . . (4,659,461) (9,007,500)
Partnership's distributions from unconsolidated ventures. . . . . . . . . 3,588,000 1,250,000
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (15,814) (11,628)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . 351,382 (1,620,241)
------------ -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 109,368
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (367,138) (337,823)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (1,560,699) (1,560,699)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (1,927,837) (1,789,154)
------------ -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . 1,677,505 (867,660)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 5,523,514 7,200,333
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 7,201,019 6,332,673
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 2,209,129 2,238,441
============ ===========
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
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 those
estimates.
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 Managing General Partner
and its affiliates, including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of September 30, 1996 and for the nine months ended
September 30, 1996 and 1995 were as follows:
Unpaid at
September 30,
1996 1995 1996
-------- ------- ----------
Property management
and leasing fees . . . . . . $180,506 186,986 --
Insurance commissions . . . . 41,167 44,276 --
Reimbursement (at cost)
for out-of-pocket
salary and salary-
related expenses
related to the on-site
and other costs for the
Partnership and its
investment properties. . . . 74,559 147,364 59,546
-------- ------- ------
$296,232 378,626 59,546
======== ======= ======
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 $1,613,000 as of September 30,
1996. The amount is being deferred in accordance with the subordination
requirements of the Partnership Agreement.
An affiliate of the General Partners of the Partnership manages
Riverside Square Mall for a fee equal to 4% of the fixed and percentage
rents of the shopping center plus leasing and operating covenant
commissions, subject to deferral if in excess of an aggregate annual
maximum amount of 6% of the gross receipts of the property. In this
regard, 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 September 30, 1996, $217,000 has been paid. The remaining amounts
currently payable do not bear interest and may be paid in future periods.
SAN JOSE
In March 1996, the sale of one of the parking structures in the San
Jose Plaza office complex to the Redevelopment Agency of the City of San
Jose was consummated pursuant to a negotiated agreement to resolve an
eminent domain action. Under the transfer agreement, San Jose received
replacement parking spaces for its tenants in a near-by city-owned parking
structure for a term of fifty-five years in addition to the purchase price
of $4,090,000. San Jose will recognize a gain of approximately $2,036,000
and $1,857,000, respectively, for financial reporting and Federal income
tax purposes in 1996, of which approximately $1,018,000 and
$928,000,respectively, will be allocable to the Partnership.
In March 1996, San Jose sold the 190 San Fernando Building to an
independent third party. The sale price of the building was $1,753,000,
paid in cash at closing. San Jose will recognize a gain of approximately
$789,000 and $21,000, respectively, for financial reporting and Federal
income tax purposes in 1996, of which approximately $394,500 and $10,500,
respectively, will be allocable to the Partnership.
The 190 San Fernando Building and the parking structure were
classified as held for sale or disposition as of January 1, 1996 and
therefore were not subject to continued depreciation. The accompanying
consolidated financial statements include the Partnership's share of
operations of unconsolidated ventures which include approximately $20,000
and $5,000 of operations of such properties for the nine months ended
September 30, 1996 and 1995. Such assets had a net carrying value of
approximately $3,006,000 at December 31, 1995.
San Jose has completed a voluntary upgrade to the 130 Park Center
Plaza building and the parking garage below the 100-130 buildings for
seismic purposes. The cost of the structural upgrade was approximately
$1,200,000 of which the Partnership's share was approximately $600,000.
RIVERSIDE SQUARE MALL
The renovation of the mall and the restoration of the parking deck
have been fully completed at a total cost of approximately $23,000,000.
The Partnership is continuing to lease the remaining vacant space and
remerchandise the center. In this regard, the Partnership has increased
its estimated leasing costs and now expects to incur, in 1996,
approximately $4,000,000 in tenant improvements (including the Pottery Barn
as discussed below) for this property. Also, the Partnership expects to
incur approximately $1,100,000 in capital improvements to the center. As
of the date of this report, the Partnership has incurred approximately
$3,900,000 in such tenant and capital improvements. In addition, the
Partnership expects the remaining construction escrow will be released as
required under the escrow agreement in 1996 to fund certain tenant
improvements.
During the first quarter of 1996, the Partnership executed a new lease
agreement with Pottery Barn for the space previously occupied by Conran's.
This new lease, with a term of 15 years, required expenditures in 1996 for
tenant allowances of approximately $2,250,000, which is included in the
tenant improvement amounts above.
ROYAL EXECUTIVE PARK II
Occupancy of this property increased slightly to 98% as of September
30, 1996. The Partnership expects to receive its preferred level of return
for 1996 in addition to a partial recovery of its cumulative shortfall in
this return since 1989.
Subsequent to the end of the quarter, Royal Executive became aware
that fuel oil believed to be from the property's underground storage tanks
has been discharged into the ground. Royal Executive believes that such
discharge has been the result of normal operations of the property and not
the actions of tenants or other third parties. Royal Executive is
currently performing tests to determine the extent of the contamination.
Royal Executive believes that no nearby underground water supplies were
affected nor does it appear likely that any will be affected in the future.
At this time, it is not possible to reasonably estimate what the cost of
any required remediation will be. Royal Executive does not expect that the
value of the property has been materially impaired; however, there can be
no assurance that the contamination will not have a material impact on the
Partnership's financial condition until more information becomes available.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
The summary income statement information for JMB/San Jose Associates
and Royal Executive Park II for the nine months ended September 30, 1996
and 1995 is as follows:
1996 1995
---------- ----------
Total income . . . . . . . . . . $12,118,224 11,742,992
=========== ==========
Operating income . . . . . . . . $ 3,124,987 2,467,681
=========== ==========
Net earnings to the
Partnership. . . . . . . . . . $ 2,805,923 2,225,452
=========== ==========
Partnership's share of
gain on sale . . . . . . . . . $ 1,412,610 --
=========== ==========
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 September 30,
1996 and for the three and nine months ended September 30, 1996 and 1995.
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 certain of the
Partnership's investments.
During the second quarter some of the Limited Partners in the
Partnership received from an unaffiliated third party an unsolicited tender
offer to purchase up to 7,670 Interests in the Partnership at between $130
and $160 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 1,890 Interests
being purchased by such unaffiliated third party pursuant to such offer.
In addition, the Partnership has, from time to time, received inquires 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 managing general partner of the Partnership, has established a
special committee (the "Special Committee") consisting of certain directors
of JMB to deal with all matters relating to tender offers for Interests in
the Partnership, including any and all responses to such tender 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.
At September 30, 1996, the Partnership had cash and cash equivalents
of approximately $7,201,000. These funds include retained cash proceeds of
approximately $1,800,000 from the sale of the 190 San Fernando Building and
one of the parking structures at San Jose, which are available for
distributions to partners and to fund capital expenditures at the Riverside
Square Mall and San Jose.
The Partnership will make semi-annual rather than quarterly
distributions of available operating cash flow commencing with the 1996
distributions. After reviewing the remaining properties and the
marketplaces in which they operate, the General Partners of the Partnership
expect to be able to conduct an orderly liquidation of its remaining
investment portfolio as quickly as practicable. Therefore, the affairs of
the Partnership are expected to be wound up no later than December 31, 1999
(sooner if the properties are sold in the near-term), barring unforeseen
economic developments.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents and the decrease in
investment in unconsolidated ventures at September 30, 1996 as compared to
December 31, 1995 is primarily due to the receipt of approximately
$3,600,000 in distributions from the San Jose venture, partially offset by
the payment of approximately $1,561,000 of distributions to the Limited
Partners.
The increase in building and improvements and the decrease in escrow
deposits and construction costs payable as of September 30, 1996 as
compared to December 31, 1995 is primarily due to tenant improvements and
renovation work incurred in 1996 at the Riverside Square Mall.
The increase in accounts payable as of September 30, 1996 as compared
to December 31, 1995 is due to the timing of payment of certain property
operating expenses.
The decrease in other liabilities as of September 30, 1996 as compared
to December 31, 1995 is due to the payment of approximately $4,435,000 in
1996 to Bloomingdales related to its renovation at the Riverside Square
Mall.
The increase in rental income for the three and nine months ended
September 30, 1996 as compared to the three and nine months ended September
30, 1995 is primarily due to an increase in base rentals as a result of
tenant occupancies having increased in the second and third quarters of
1996 at the Riverside Square Mall.
The decrease in interest income for the three and nine months ended
September 30, 1996 as compared to the three and nine months ended September
30, 1995 is primarily due to the utilization of escrowed cash, previously
invested in interest bearing instruments, for the renovation and
remerchandising at the Riverside Square Mall as discussed above.
The increase in depreciation expense for the three and nine months
ended September 30, 1996 as compared to the three and nine months ended
September 30, 1995 is primarily due to the increase in fixed assets due to
the renovation having been completed in 1996 at the Riverside Square Mall.
The increase in property operating expenses for the nine months ended
September 30, 1996 as compared to the nine months ended September 30, 1995
is primarily due to the increase in snow removal expenses (partially
recoverable from tenants) at the Riverside Square Mall.
The increase in professional services for the three months ended
September 30, 1996 as compared to the three months ended September 30, 1995
is primarily due to expenses incurred in connection with tender offer
matters as discussed above. Such increase in professional services for the
nine months ended September 30, 1996 as compared to the nine months ended
September 30, 1995 was partially offset by increased legal expenses in 1995
as a result of tenant bankruptcies at the Riverside Square Mall.
The increase in amortization of deferred expenses for the three and
nine months ended September 30, 1996 as compared to the three and nine
months ended September 30, 1995 is primarily due to the commencement in the
fourth quarter of 1995 of amortization of $5,000,000 of deferred leasing
costs paid to Bloomingdales at the Riverside Square Mall.
The increase in the Partnership's share of operations of
unconsolidated ventures for the three and nine months ended September 30,
1996 as compared to the three and nine months ended September 30, 1995 is
due to the receipt of a lease termination fee in May 1996 at the Royal
Executive Park II investment property, as well as ceasing to incur mortgage
interest expense at the 100-130 Park Center Plaza investment property, due
to repayment of the mortgage loans in 1995.
The Partnership's share of gain on sale of investment properties from
unconsolidated venture of $1,412,610 in 1996, is due to the gain incurred
on the sale of the 190 San Fernando Building and one of the parking
structures at the Park Center Plaza investment property, as discussed
above.
<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>
1995 1996
------------------------------------- ------------------------------
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 (1) (1) (1)
San Jose, California. . . . . 74% 77% 76% 77% 85% 85% 87%
2. Riverside Square Mall
Hackensack, New Jersey. . . . 81% 80% 80% 80% 77% 88% 88%
3. Royal Executive Park II
Rye Brook, New York . . . . . 97% 97% 97% 97% 97% 97% 98%
<FN>
(1) Occupancy is now based on 410,000 square feet rather than 432,000 square feet due to the sale of the
190 San Fernando building in March 1996.
</TABLE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits.
3-A. The Prospectus of the Partnership dated July 11,
1984 as supplemented July 24, 1984 and November 26, 1984, as filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated
herein by reference to Exhibit 3-A to the Partnership's Report on Form 10-K
for December 31, 1992 (File No. 0-15966) dated March 19, 1993.
3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, which agreement is
hereby incorporated herein by reference to Exhibit 3-B to the Partnership's
Report on Form 10-K for December 31, 1992 (File No. 0-15966) dated March
19, 1993.
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 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-C. 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 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.
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) No reports on Form 8-K have been filed during the last
quarter of the period covered by this report.
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: November 8, 1996
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: November 8, 1996
<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>
<CIK> 0000744437
<NAME> JMB INCOME PROPERTIES, LTD. - XI
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 7,201,019
<SECURITIES> 0
<RECEIVABLES> 7,365,279
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 14,566,298
<PP&E> 78,525,707
<DEPRECIATION> 16,700,580
<TOTAL-ASSETS> 102,694,843
<CURRENT-LIABILITIES> 1,598,140
<BONDS> 34,543,105
<COMMON> 0
0
0
<OTHER-SE> 66,455,111
<TOTAL-LIABILITY-AND-EQUITY>102,694,843
<SALES> 8,754,101
<TOTAL-REVENUES> 9,312,244
<CGS> 0
<TOTAL-COSTS> 8,238,064
<OTHER-EXPENSES> 493,337
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,206,574
<INCOME-PRETAX> (1,625,731)
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,180,192
<DISCONTINUED> 1,412,610
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,592,802
<EPS-PRIMARY> 14.59
<EPS-DILUTED> 14.59
</TABLE>
