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 June 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
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 6,223,278 5,523,514
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 1,995,413 2,319,003
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . -- 79,621
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,858,632 10,105,790
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 18,077,323 18,027,928
------------ ------------
Investment properties, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,796,561 3,796,561
Building and improvements . . . . . . . . . . . . . . . . . . . . . . 71,639,394 70,665,239
------------ ------------
75,435,955 74,461,800
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 16,077,238 14,927,070
------------ ------------
Total investment properties, net of
accumulated depreciation. . . . . . . . . . . . . . . . . . . 59,358,717 59,534,730
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 21,860,735 23,487,628
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,532,169 5,749,718
------------ ------------
$104,828,944 106,800,004
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 515,714 494,697
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 262,647 501,970
Construction costs payable. . . . . . . . . . . . . . . . . . . . . . 495,044 673,008
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 244,896 246,581
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 1,518,301 1,916,256
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 80,631 84,131
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,756,964 4,434,509
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 34,678,880 34,942,100
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 39,034,776 41,376,996
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 5,379,510 5,344,614
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (6,631,429) (6,631,429)
------------ ------------
(1,250,919) (1,285,815)
------------ ------------
Limited partners (173,411 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 156,493,238 156,493,238
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 29,319,801 27,422,838
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (118,767,952) (117,207,253)
------------ ------------
67,045,087 66,708,823
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . 65,794,168 65,423,008
------------ ------------
$104,828,944 106,800,004
============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . $ 2,814,029 3,065,266 5,588,734 5,926,952
Interest income . . . . . . . . . . . 209,992 334,663 383,165 650,193
----------- ---------- ----------- ----------
3,024,021 3,399,929 5,971,899 6,577,145
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest . . . . . 735,543 745,380 1,473,622 1,493,094
Depreciation. . . . . . . . . . . . . 580,825 488,328 1,150,168 917,799
Property operating expenses . . . . . 2,031,002 1,788,883 4,172,755 4,022,629
Professional services . . . . . . . . 64,707 102,810 149,489 189,218
Amortization of deferred expenses . . 114,461 24,989 228,628 42,339
General and administrative. . . . . . 137,458 120,877 213,605 193,285
----------- ---------- ----------- ----------
3,663,996 3,271,267 7,388,267 6,858,364
----------- ---------- ----------- ----------
Operating earnings (loss) . . . (639,975) 128,662 (1,416,368) (281,219)
Partnership's share of operations of
unconsolidated ventures . . . . . . . 1,031,125 615,670 1,935,617 1,560,930
----------- ---------- ----------- ----------
Net operating earnings (loss) . 391,150 744,332 519,249 1,279,711
Partnership's share of gain on sale
of investment properties
from unconsolidated venture . . . . . -- -- 1,412,610 --
----------- ---------- ----------- ----------
Net earnings (loss) . . . . . . $ 391,150 744,332 1,931,859 1,279,711
=========== ========== =========== ==========
Net earnings (loss) per limited
partnership interest:
Net operating earnings. . . . $ 2.17 4.12 2.87 7.08
Partnership's share of gain
on sale of investment
properties from uncon-
solidated venture . . . . -- -- 8.06 --
----------- ---------- ----------- ----------
Net earnings (loss) . . . $ 2.17 4.12 10.93 7.08
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . $ 6.00 3.00 9.00 6.00
=========== ========== =========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,931,859 1,279,711
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,150,168 917,799
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 228,628 42,339
Partnership's share of operations of unconsolidated ventures,
net of distributions. . . . . . . . . . . . . . . . . . . . . . . . . (548,497) (310,930)
Partnership's share of gain on sale of investment properties
from unconsolidated venture . . . . . . . . . . . . . . . . . . . . . (1,412,610) --
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 323,590 162,682
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 79,621 79,621
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (123,612) (122,234)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (239,323) (33,295)
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . (1,685) (1,550)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (3,500) 1,289
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . 1,384,639 2,015,432
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (4,027,256)
Net escrow draws (payments) for construction related costs. . . . . . . . (1,306,775) 2,868,604
Additions to investment properties, including related
construction payables . . . . . . . . . . . . . . . . . . . . . . . . . (1,152,119) (6,105,987)
Partnership's distributions from unconsolidated ventures. . . . . . . . . 3,588,000 --
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (11,079) (10,292)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . 1,118,027 (7,274,931)
------------ -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (415,003)
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (242,203) (222,865)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (1,560,699) (1,040,466)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (1,802,902) (1,678,334)
------------ -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . 699,764 (6,937,833)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 5,523,514 7,200,333
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 6,223,278 262,500
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 1,475,307 1,494,645
============ ===========
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
JUNE 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 June 30, 1996 and for the six months ended June 30,
1996 and 1995 were as follows:
Unpaid at
June 30,
1996 1995 1996
-------- ------- ----------
Property management
and leasing fees . . . . . . $124,248 131,231 --
Insurance commissions . . . . 27,592 36,362 --
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. . . . 49,476 68,666 44,620
-------- ------- ------
$201,316 236,259 44,620
======== ======= ======
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 June 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 June 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
As previously reported in March 1996, the sale of one of the parking
structures to the Redevelopment Agency of the City of San Jose was
consummated. 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 aforementioned purchase
price of $4,090,000. San Jose will recognize a gain of approximately
$2,036,000 and $1,800,000, respectively, for financial reporting and
Federal income tax purposes in 1996, of which approximately $1,018,000 and
$900,000,respectively, will be allocable to the Partnership.
During December 1995, San Jose entered into a non-binding letter of
intent for the sale of the 190 San Fernando Building to an independent
third party. In March 1996, the sale was consummated. 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 for financial reporting purposes
in 1996, of which approximately $394,500 will be allocable to the
Partnership. San Jose will recognize a loss of approximately $12,000 for
Federal income tax purposes in 1996 of which approximately $6,000 will be
allocable to the Partnership.
The 190 Building and garage were classified as held for sale or
disposition as of January 1, 1996 and therefore have not been 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 $46,000 of operations of such
properties for the six months ended June 30, 1996 and 1995. Such assets
had a net carrying value of approximately $3,006,000 at December 31, 1995.
As of the date of this report, 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 expects to
incur, in 1996, approximately $3,200,000 in tenant improvements for this
property. Also, the Partnership expects to incur approximately $1,100,000
in capital improvements to the center. In addition, the Partnership
expects the remaining construction escrow will be released as required
under the escrow agreement to fund certain tenant improvements.
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. 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, will require expenditures in 1996 for
tenant allowances of approximately $2,250,000, which is included in the
budgeted amounts above.
ROYAL EXECUTIVE PARK II
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.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
The summary income statement information for JMB/San Jose Associates
and Royal Executive Park II for the six months ended June 30, 1996 and 1995
is as follows:
1996 1995
---------- ----------
Total income . . . . . . . . . . $8,178,479 7,881,721
========== ==========
Operating income . . . . . . . . $2,162,156 2,002,819
========== ==========
Net earnings to the
Partnership. . . . . . . . . . $1,935,617 1,560,930
========== ==========
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 June 30, 1996
and for the three and six months ended June 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. Expenses incurred in connection with the previous tender offers
and additional potential tender offers for Interests are expected to
increase Partnership operating expenses in the third quarter.
At June 30, 1996, the Partnership had cash and cash equivalents of
approximately $6,223,000. These funds include retained cash proceeds of
approximately $1,800,000 from the sale of the 190 building and one of the
parking garages at San Jose, which are available for distributions and to
fund capital expenditures at Riverside Square Mall and San Jose as
discussed above.
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 June 30, 1996 as compared to
December 31, 1995 is primarily due to the receipt of approximately
$3,600,000 in distributions from the Partnership's unconsolidated ventures,
partially offset by approximately $2,900,000 being escrowed during the
first quarter of 1996 for certain tenant improvements at Riverside Square
Mall and the payment of approximately $1,561,000 of distributions to the
limited partners. Such increase in escrow deposits was offset by
approximately $3,500,000 of previously escrowed deposits released in 1996.
The increase in building and improvements and the decrease in
construction costs payable as of June 30, 1996 as compared to December 31,
1995 is primarily due to tenant improvements and renovation work incurred
in 1996 at Riverside Square Mall, as discussed above.
The decrease in accounts payable as of June 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 June 30, 1996 as compared to
December 31, 1995 is due to the payment of approximately $1,678,000 to
Bloomingdale's related to its renovation at the Riverside Square Mall.
The decrease in rental income for the three and six months ended June
30, 1996 as compared to the three and six months ended June 30, 1995 is
primarily due to the receipt of a lease termination fee of approximately
$300,000 in April 1995 at the Riverside Square Mall.
The decrease in interest income for the three and six months ended
June 30, 1996 as compared to the three and six months ended June 30, 1995
is primarily due to the utilization of cash, previously invested in
interest bearing instruments, for the renovation and remerchandising at
Riverside Square Mall as discussed above.
The increase in depreciation expense for the three and six months
ended June 30, 1996 as compared to the three and six months ended June 30,
1995 is primarily due to the increase in fixed assets due to the renovation
at Riverside Square Mall.
The increase in property operating expenses for the three and six
months ended June 30, 1996 as compared to the three and six months ended
June 30, 1995 is primarily due to the increase in snow removal expenses at
the Riverside Square Mall.
The increase in amortization of deferred expenses for the three and
six months ended June 30, 1996 as compared to the three and six months
ended June 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 Riverside Square Mall.
The increase in the Partnership's share of operations of
unconsolidated ventures for the three and six months ended June 30, 1996 as
compared to the three and six months ended June 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)
San Jose, California. . . . . 74% 77% 76% 77% 85% 85%
2. Riverside Square Mall
Hackensack, New Jersey. . . . 81% 80% 80% 80% 77% 88%
3. Royal Executive Park II
Rye Brook, New York . . . . . 97% 97% 97% 97% 97% 97%
<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) 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: August 9, 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: August 9, 1996
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 6,223,278
<SECURITIES> 0
<RECEIVABLES> 11,854,045
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 18,077,323
<PP&E> 75,435,955
<DEPRECIATION> 16,077,238
<TOTAL-ASSETS> 104,828,944
<CURRENT-LIABILITIES> 1,518,301
<BONDS> 34,678,880
<COMMON> 0
0
0
<OTHER-SE> 65,794,168
<TOTAL-LIABILITY-AND-EQUITY>104,828,944
<SALES> 5,588,734
<TOTAL-REVENUES> 5,971,899
<CGS> 0
<TOTAL-COSTS> 5,551,551
<OTHER-EXPENSES> 363,094
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,473,622
<INCOME-PRETAX> (1,416,368)
<INCOME-TAX> 0
<INCOME-CONTINUING> 519,249
<DISCONTINUED> 1,935,617
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,931,859
<EPS-PRIMARY> 10.93
<EPS-DILUTED> 10.93
</TABLE>
