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, 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. . . . . . . . . . . . . . . 11
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 13
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 1,565,396 5,523,514
Short-term investments. . . . . . . . . . . . . . . . . . . . . . . . 2,635,984 --
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 1,925,777 2,319,003
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 30,253 79,621
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,598,462 10,105,790
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 17,755,872 18,027,928
------------ ------------
Investment properties, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,796,561 3,796,561
Building and improvements . . . . . . . . . . . . . . . . . . . . . . 71,235,498 70,665,239
------------ ------------
75,032,059 74,461,800
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 15,496,413 14,927,070
------------ ------------
Total investment properties, net of
accumulated depreciation. . . . . . . . . . . . . . . . . . . 59,535,646 59,534,730
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 24,091,730 23,487,628
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,643,020 5,749,718
------------ ------------
$107,026,268 106,800,004
============ ============
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 505,096 494,697
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 407,270 501,970
Construction costs payable. . . . . . . . . . . . . . . . . . . . . . 315,182 673,008
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 245,747 246,581
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 1,473,295 1,916,256
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 90,331 84,131
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,207,299 4,434,509
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 34,811,859 34,942,100
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 40,582,784 41,376,996
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 5,363,864 5,344,614
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (6,631,429) (6,631,429)
------------ ------------
(1,266,565) (1,285,815)
------------ ------------
Limited partners (173,411 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 156,493,238 156,493,238
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 28,944,297 27,422,838
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (117,727,486) (117,207,253)
------------ ------------
67,710,049 66,708,823
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . 66,443,484 65,423,008
------------ ------------
$107,026,268 106,800,004
============ ============
<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, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------- -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,774,705 2,861,686
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . 173,173 315,530
----------- ----------
2,947,878 3,177,216
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . 738,079 747,714
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 569,343 429,471
Property operating expenses . . . . . . . . . . . . . . . . . . . . . 2,141,753 2,233,746
Professional services . . . . . . . . . . . . . . . . . . . . . . . . 84,782 86,408
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . 114,167 17,350
General and administrative. . . . . . . . . . . . . . . . . . . . . . 76,147 72,408
----------- ----------
3,724,271 3,587,097
----------- ----------
Operating earnings (loss) . . . . . . . . . . . . . . . . . . . (776,393) (409,881)
Partnership's share of operations of
unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . 904,492 945,260
----------- ----------
Net operating earnings (loss) . . . . . . . . . . . . . . . . . 128,099 535,379
Partnership's share of gain on sale of investment properties
from unconsolidated venture . . . . . . . . . . . . . . . . . . . . . 1,412,610 --
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . $ 1,540,709 535,379
=========== ==========
Net earnings (loss) per limited partnership interest:
Net operating earnings. . . . . . . . . . . . . . . . . . . . $ .71 2.96
Partnership's share of gain on sale of investment
properties from unconsolidated venture. . . . . . . . . . 8.06 --
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . $ 8.77 2.96
=========== ==========
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, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,540,709 535,379
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 569,343 429,471
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 114,167 17,350
Partnership's share of operations of unconsolidated ventures,
net of distributions. . . . . . . . . . . . . . . . . . . . . . . . . (904,492) (945,260)
Partnership's share of gain on sale of investment properties
from unconsolidated venture . . . . . . . . . . . . . . . . . . . . . (1,412,610) --
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 393,226 144,662
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 49,368 48,157
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (58,162) 33,075
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (94,700) 355,567
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . (834) (767)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 6,200 500
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . 202,215 618,134
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . (2,635,984) (3,679,901)
Net escrow draws (payments) for construction related costs. . . . . . . . (1,661,720) 1,920,728
Additions to investment properties, including related
construction payables . . . . . . . . . . . . . . . . . . . . . . . . . (928,085) (4,240,213)
Partnership's distributions from unconsolidated ventures. . . . . . . . . 1,713,000 --
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (7,469) (7,278)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . (3,520,258) (6,006,664)
------------ -----------
Cash flows from financing activities:
Bank overdraft. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (415,003)
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (119,842) (110,273)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (520,233) (520,233)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (640,075) (1,045,509)
------------ -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . (3,958,118) (6,434,039)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 5,523,514 7,200,333
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 1,565,396 766,294
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 738,913 748,482
============ ===========
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, 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
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of March 31,
1996 and for the three months ended March 31, 1996 and 1995 are as follows:
Unpaid at
March 31,
1996 1995 1996
------- ------ ----------
Property management
and leasing fees . . . . . . $60,975 62,254 --
Insurance commissions . . . . 52 54 --
Reimbursement (at cost)
for out-of-pocket
expenses . . . . . . . . . . 2,208 2,060 --
------- ------ ------
$63,235 64,368 --
======= ====== ======
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 $23,253 and $248,728 for the three months ended March 31, 1996
and the twelve months ended December 31, 1995, respectively, of which
$82,830 is unpaid as of March 31, 1996.
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 March 31, 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 March 31, 1996, $192,000 has been paid. The remaining amounts
currently payable do not bear interest and may be paid in future periods.
SAN JOSE
During August 1994, JMB/San Jose Associates ("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 was 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 its position in obtaining the garage
pursuant to the laws of eminent domain. In late 1995, San Jose and the
Agency reached a mutually acceptable agreement in principle on the transfer
of the garage.
In March 1996, the sale 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. Any distribution of such sale proceeds will be based upon
the working capital needs of the Partnership and likely will include
payments to state taxing authorities representing withholding on the gains
allocable to the limited partners in 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. Any distribution of such sale proceeds will
be based upon the working capital needs of 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 $56,000 of operations of such
properties for the three months ended March 31, 1996 and 1995. Such assets
had a net carrying value of approximately $3,006,000 at December 31, 1995.
San Jose is undergoing a voluntary upgrade to the 130 Park Center
Plaza building and the parking garage below the 100-130 buildings for
seismic purposes. San Jose estimates the cost of the structural upgrade to
be approximately $1,200,000 of which the Partnership's share is
approximately $600,000. Such work should be completed by mid-1996.
RIVERSIDE SQUARE MALL
The renovation of the mall and the restoration of the parking deck
have been fully completed as of the end of March 1996 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 $4,000,000 in tenant
improvements for this property. Also, the Partnership expects to incur
approximately $1,400,000 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 the JMB/San Jose
Association and Royal Executive Park II for the three months ended March
31, 1996 and 1995 is as follows:
1996 1995
---------- ----------
Total income . . . . . . . . . . $6,834,693 4,000,369
========== ==========
Operating income . . . . . . . . $1,055,008 1,219,041
========== ==========
Partnership's share
of operating income. . . . . . $ 904,492 945,260
========== ==========
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 March 31,
1996 and for the three months ended March 31, 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.
At March 31, 1996, the Partnership had cash and cash equivalents of
approximately $1,565,000 and short-term investments of approximately
$2,636,000. These funds and the cash proceeds of approximately $2,000,000,
which resulted from the sale of one of the parking garages at San Jose, and
is held by the San Jose venture are available for distributions and to fund
capital expenditures at Riverside Square Mall and San Jose as discussed
above.
The Partnership expects to 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 aggregate decrease in cash and cash equivalents and short-term
investments and the related increase in escrow deposits at March 31, 1996
as compared to December 31, 1995 is primarily due to approximately
$2,900,000 being escrowed during the first quarter of 1996 for certain
tenant improvements at Riverside Square Mall. The decrease in cash and the
corresponding increase in short-term investments at March 31, 1996 as
compared to December 31, 1995 is primarily due to all of the Partnership's
investments in U.S. Government obligations being classified as cash
equivalents at December 31, 1995 whereas none are classified as cash
equivalents at March 31, 1996. Such increase in escrow deposits was
partially offset by approximately $1,370,000 of previously escrowed
deposits released in 1996.
The increase in building and improvements and the decrease in
construction costs payable as of March 31, 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 interest income for the three months ended March 31,
1996 as compared to the three months ended March 31, 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 months ended March
31, 1996 as compared to the three months ended March 31, 1995 is primarily
due to the increase in fixed assets due to the renovation at Riverside
Square Mall.
The increase in amortization expense for the three months ended March
31, 1996 as compared to the three months ended March 31, 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 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)
San Jose, California. . . . . 74% 77% 76% 77% 85%
2. Riverside Square Mall
Hackensack, New Jersey. . . . 81% 80% 80% 80% 77%
3. Royal Executive Park II
Rye Brook, New York . . . . . 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: May 10, 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: May 10, 1996
<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, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,565,396
<SECURITIES> 2,635,984
<RECEIVABLES> 13,554,492
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,755,872
<PP&E> 75,032,059
<DEPRECIATION> 15,496,413
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<COMMON> 0
0
0
<OTHER-SE> 66,443,484
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<INCOME-CONTINUING> 128,099
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</TABLE>
