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, 1997 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
<PAGE>
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
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 11,982,979 11,548,195
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . 2,058,856 2,010,246
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 39,932 91,506
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 932,127 786,706
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 15,013,894 14,436,653
------------ ------------
Investment property, at cost:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,796,561 3,796,561
Building and improvements . . . . . . . . . . . . . . . . . . . . . . 75,493,771 75,476,781
------------ ------------
79,290,332 79,273,342
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . . 17,950,970 17,321,842
------------ ------------
Property held for investment, net of
accumulated depreciation. . . . . . . . . . . . . . . . . . . 61,339,362 61,951,500
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 21,451,477 20,367,302
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,235,419 5,350,705
------------ ------------
$103,040,152 102,106,160
============ ============
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 548,924 537,623
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . 203,255 774,790
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 242,596 243,139
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 994,775 1,555,552
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 84,997 101,539
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 34,262,935 34,404,477
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 35,342,707 36,061,568
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 5,497,260 5,431,146
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (6,631,429) (6,631,429)
------------ ------------
(1,133,169) (1,199,283)
------------ ------------
Limited partners (173,411 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 156,493,238 156,493,238
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 32,145,794 30,559,055
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (119,808,418) (119,808,418)
------------ ------------
68,830,614 67,243,875
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . 67,697,445 66,044,592
------------ ------------
$103,040,152 102,106,160
============ ============
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,364,523 2,774,705
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 164,922 173,173
----------- ----------
3,529,445 2,947,878
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . . 727,608 738,079
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 629,128 569,343
Property operating expenses . . . . . . . . . . . . . . . . . . . . . . . 1,937,538 2,141,753
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 57,166 84,782
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . 115,286 114,167
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . 102,041 76,147
----------- ----------
3,568,767 3,724,271
----------- ----------
Operating earnings (loss) . . . . . . . . . . . . . . . . . . . . . (39,322) (776,393)
Partnership's share of operations of
unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . . . 1,692,175 904,492
----------- ----------
Net operating earnings (loss) . . . . . . . . . . . . . . . . . . . 1,652,853 128,099
Partnership's share of gain on sale
of investment properties
from unconsolidated venture . . . . . . . . . . . . . . . . . . . . . . . -- 1,412,610
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . $ 1,652,853 1,540,709
=========== ==========
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS - CONTINUED
1997 1996
------------ -----------
Net earnings (loss) per limited
partnership interest:
Net operating earnings. . . . . . . . . . . . . . . . . . . . . . $ 9.15 .71
Partnership's share of gain
on sale of investment
properties from uncon-
solidated venture . . . . . . . . . . . . . . . . . . . . . . -- 8.06
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . $ 9.15 8.77
=========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 3.00
=========== ==========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,652,853 1,540,709
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 629,128 569,343
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 115,286 114,167
Partnership's share of operations of unconsolidated ventures,
net of distributions. . . . . . . . . . . . . . . . . . . . . . . . . (1,084,175) (904,492)
Partnership's share of gain on sale of investment properties
from unconsolidated venture . . . . . . . . . . . . . . . . . . . . . -- (1,412,610)
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . (48,610) 393,226
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,574 49,368
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (145,421) (58,162)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (571,535) (94,700)
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . (543) (834)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (16,542) 6,200
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . 582,015 202,215
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term investments. . . . . . -- (2,635,984)
Net escrow draws (payments) for construction related costs. . . . . . . . -- (1,661,720)
Additions to investment properties, including related
construction payables . . . . . . . . . . . . . . . . . . . . . . . . . (16,990) (928,085)
Partnership's distributions from unconsolidated ventures. . . . . . . . . -- 1,713,000
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . -- (7,469)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . (16,990) (3,520,258)
------------ -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (130,241) (119,842)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . -- (520,233)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (130,241) (640,075)
------------ -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . 434,784 (3,958,118)
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 11,548,195 5,523,514
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 11,982,979 1,565,396
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 728,151 738,913
============ ===========
Non-cash investing and financing activities . . . . . . . . . . . . . . . $ -- --
============ ===========
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1996
which are included in the Partnership's 1996 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.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell such property and active marketing activity has commenced or is
expected to commence in the near term. In accordance with SFAS 121, any
properties identified as "held for sale or disposition" are no longer
depreciated. As of December 31, 1996, the Partnership has or had
previously committed to a plan to sell all of the investment properties in
the San Jose office complex and the Royal Executive Park II office complex.
Accordingly, these properties have been classified as held for sale or
disposition. The accompanying consolidated financial statements include
$1,692,175 and $904,492, respectively of the Partnership's share of total
property operations of $2,032,251 and $1,055,008 for the three months ended
March 31, 1997 and 1996 of unconsolidated properties held for sale or
disposition or sold or disposed of during the past two years.
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 March 31, 1997 and for the three months ended March
31, 1997 and 1996 were as follows:
<PAGE>
Unpaid at
March 31,
1997 1996 1997
------- ------- ----------
Property management
and leasing fees . . . . . . $62,145 60,975 --
Insurance commissions . . . . -- 52 --
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. . . . 12,463 2,208 12,463
------- ------- ------
$74,608 63,235 12,463
======= ======= ======
During 1994, certain officers and directors of the Managing General
Partners acquired interests in a company which provides certain property
management services to a property owned by the Partnership. The fees
earned by such company from the Partnership for the three months ended
March 31, 1997 and 1996 were approximately $6,800 and $7,300, respectively,
all of which has been paid at March 31, 1997.
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 $1,844,000 as of March 31, 1997.
The amount is being deferred in accordance with the subordination
requirements of the Partnership Agreement. The Partnership does not expect
that the subordination requirements of the Partnership Agreement will be
satisfied to permit payment of the majority of these amounts.
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. Such fees and commissions are subject to deferral to the
extent they are 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, which has been fully paid
as of March 31, 1997.
SAN JOSE
In February 1997, the venture entered into a simultaneous lease
termination agreement with Hopkins & Carley in the 150 Almaden building and
a lease expansion agreement with Price Waterhouse, an existing tenant in
the building, to take the approximate 27,500 square feet occupied by
Hopkins & Carley which was scheduled to expire on December 31, 1998. The
terms of the Price Waterhouse expansion call for increased rent over that
in the Hopkins & Carley lease and an extended lease term until February
2005. The venture will incur significant tenant improvement and lease
commission costs associated with this transaction, offset partially by a
lease termination fee paid by Hopkins & Carley.
RIVERSIDE SQUARE MALL
The renovation of the mall and the restoration of the parking deck
were fully completed in 1996. While several new tenants have already
opened stores in the center as a result of the mall renovation, the
Partnership is proceeding with its plans to re-merchandise the center.
However, the local retail market space is extremely competitive which has
resulted in a longer period of time to release vacant space in the center
and in more expensive tenant allowances for certain tenants considered
critical to the overall re-merchandising plan. The Partnership intends to
fund such increased allowances from its available cash. In such regard,
the Partnership has budgeted in 1997 approximately $4,500,000 for tenant
improvements and capital expenditures.
<PAGE>
In 1996, the Partnership completed its funding from the $5,000,000
escrow established for the Bloomingdale's store renovation which is
expected to be fully completed in mid-1997.
ROYAL EXECUTIVE PARK II
Occupancy of the office complex remained at 98% during the quarter.
During the latter part of 1996 and continuing through the date of this
report, leasing activity in the market has increased. Overall, however,
net effective rental rates have not yet recovered to a level achieved prior
to the real estate depression experienced in the late 1980s and early
1990s. The vacancy rate for the Eastern Westchester office market in which
the property participates remains in the mid-teens. The Partnership is
budgeted to receive its preferred level of return for 1997 in addition to a
partial recovery of its cumulative shortfall in this return since 1989.
During the fourth quarter of 1996, the joint venture became aware that
fuel oil believed to be from the property's underground storage tanks has
been discharged into the ground. The joint venture believes that such
discharge has been the result of normal operations of the property and not
the actions of tenant or other third parties. The joint venture has
performed tests to determine the nature and extent of the contamination.
The joint venture 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, the joint venture does not believe that an extensive
remediation project will be required. The joint venture is expected to be
required to monitor on an ongoing basis the contaminated area. Although,
there can be no assurance that the contamination will not have a material
impact on the Partnership's financial condition in the future, no
additional accruals have been deemed necessary in the accompanying
consolidated financial statements.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
The summary income statement information for JMB/San Jose Associates
and Royal Executive Park II for the three months ended March 31, 1997 and
1996 is as follows:
1997 1996
---------- ----------
Total income . . . . . . . . . . $3,948,586 6,834,693
========== ==========
Operating earnings (loss). . . . $2,032,251 1,055,008
========== ==========
Partnership's share of
operating earnings (loss). . . $1,692,175 904,492
========== ==========
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,
1997 and for the three months ended March 31, 1997 and 1996.
<PAGE>
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 1996 and 1997, some of the Limited Partners in the Partnership
received from unaffiliated third parties unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership at prices ranging
from between $130 and $220 per Interest. The Partnership recommended
against acceptance of these offers on the basis that, among other things,
the offer prices were inadequate. All of such offers have expired. As of
the date of this report, the Partnership is aware that 3.37% of the
Interests in the Partnership have been purchased by such unaffiliated third
parties either pursuant to such tender offers or through negotiated
purchases. In addition, it is possible that other offers for Interests may
be made by unaffiliated third parties in the future, although 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 these and any additional
potential tender offers for Interests.
At March 31, 1997, the Partnership had cash and cash equivalents of
approximately $11,983,000. These funds include retained cash proceeds of
approximately $1,800,000 from the 1996 sale of the 190 San Fernando
Building and one of the parking structures at San Jose. Such funds are
available for distributions to partners and for working capital
requirements including potential operating deficits, costs of re-leasing
vacant space, and certain capital improvements.
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 at March 31, 1997 as
compared to December 31, 1996 is primarily due to the receipt of
approximately $608,000 in distributions from the unconsolidated ventures.
The increase in escrow deposits as of March 31, 1997 as compared to
December 31, 1996 is primarily due to the timing of payment of real estate
taxes from escrow at the Riverside Square Mall property.
The increase in the Partnership's investment in unconsolidated
ventures at March 31, 1997 as compared to December 31, 1996 is primarily
due to earnings from the unconsolidated ventures, of which the
Partnership's share was approximately $1,692,000, partially offset by
distributions received from such unconsolidated ventures, of which the
Partnership's share was approximately $608,000.
<PAGE>
The decrease in accounts payable as of March 31, 1997 as compared to
December 31, 1996 is primarily due to the timing of payment for tenant
improvements of $500,000 completed in 1996 at the Riverside Square Mall
property.
The increase in rental income for the three months ended March 31,
1997 as compared to the three months ended March 31, 1996 is primarily due
to an increase in base rentals as a result of tenant occupancies having
increased at the Riverside Square Mall.
The decrease in property operating expenses for the three months ended
March 31, 1997 as compared to the three months ended March 31, 1996 is
primarily due to the decrease in snow removal and other administrative
expenses (partially recoverable from tenants) and certain maintenance and
repair projects at the Riverside Square Mall. However, the decrease is
partially offset by an increase in property operating expenses as a result
of tenant occupancies having increased at the Riverside Square Mall.
The increase in the Partnership's share of operations of
unconsolidated ventures for the three months ended March 31, 1997 as
compared to the three months ended March 31, 1996 primarily due to such
unconsolidated ventures being identified as held for sale or disposition as
of December 31, 1996 and therefore no longer subject to depreciation beyond
such date.
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 recognized
on the sale of the 190 San Fernando Building and one of the parking
structures at the Park Center Financial Plaza investment property.
<PAGE>
<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>
1996 1997
------------------------------------- ------------------------------
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. . . . . 85% 85% 87% 85% 86%
2. Riverside Square Mall
Hackensack, New Jersey. . . . 77% 88% 88% 91% 92%
3. Royal Executive Park II
Rye Brook, New York . . . . . 97% 97% 98% 98% 98%
</TABLE>
<PAGE>
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
--------------
(b) No reports on Form 8-K have been filed during the last
quarter of the period covered by this report.
<PAGE>
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 9, 1997
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 9, 1997
<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, 1997 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-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 11,982,979
<SECURITIES> 0
<RECEIVABLES> 3,030,915
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,013,894
<PP&E> 79,290,332
<DEPRECIATION> 17,950,970
<TOTAL-ASSETS> 103,040,152
<CURRENT-LIABILITIES> 994,775
<BONDS> 34,262,935
<COMMON> 0
0
0
<OTHER-SE> 67,697,445
<TOTAL-LIABILITY-AND-EQUITY>103,040,152
<SALES> 3,364,523
<TOTAL-REVENUES> 3,529,445
<CGS> 0
<TOTAL-COSTS> 2,681,952
<OTHER-EXPENSES> 159,207
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 727,608
<INCOME-PRETAX> (39,322)
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,652,853
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,652,853
<EPS-PRIMARY> 9.15
<EPS-DILUTED> 9.15
</TABLE>
