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, 1998 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. . . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 16
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
MARCH 31, DECEMBER 31,
1998 1997
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . $ 11,722,344 42,298,264
Rents and other receivables, net of allowance for doubtful
accounts of $142,393 in 1998 and $210,024 in 1997 . . . . . . . . . 2,166,309 2,552,231
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . 35,932 88,948
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,265,716 1,171,271
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . 15,190,301 46,110,714
------------ ------------
Property held for sale or disposition . . . . . . . . . . . . . . . . 60,940,084 60,929,336
Investment in unconsolidated ventures, at equity. . . . . . . . . . . . 26,581,215 6,711,162
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,717,706 4,830,813
------------ ------------
$107,429,306 118,582,025
============ ============
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1998 1997
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . $ 596,554 584,273
Accounts payable and other current liabilities. . . . . . . . . . . . 342,409 782,274
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . 242,517 243,502
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . . 1,181,480 1,610,049
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 86,883 88,133
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . 33,666,380 33,820,205
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . 34,934,743 35,518,387
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 6,033,433 5,794,671
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (6,631,429) (6,631,429)
------------ ------------
(596,996) (835,758)
------------ ------------
Limited partners (173,411 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 156,493,238 156,493,238
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 69,701,651 49,295,508
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (153,103,330) (121,889,350)
------------ ------------
73,091,559 83,899,396
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . . 72,494,563 83,063,638
------------ ------------
$107,429,306 118,582,025
============ ============
<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, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,136,176 3,364,523
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 391,329 164,922
----------- ----------
3,527,505 3,529,445
----------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . . . . . . . . . . . . . 716,228 727,608
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 629,128
Property operating expenses . . . . . . . . . . . . . . . . . . . . . . . 1,696,470 1,937,538
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 96,432 57,166
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . 113,107 115,286
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . 130,416 102,041
----------- ----------
2,752,653 3,568,767
----------- ----------
774,852 (39,322)
Partnership's share of operations of
unconsolidated ventures . . . . . . . . . . . . . . . . . . . . . . . . . 302,241 1,692,175
Partnership's share of gain on sale
of investment properties
of unconsolidated venture . . . . . . . . . . . . . . . . . . . . . . . . 20,826,930 --
----------- ----------
Earnings (loss) before Partnership's share of
extraordinary item from unconsolidated venture. . . . . . . . . . 21,904,023 1,652,853
Partnership's share of extraordinary
item from unconsolidated venture. . . . . . . . . . . . . . . . . . . . . (1,259,118) --
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . $20,644,905 1,652,853
=========== ==========
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS - CONTINUED
1998 1997
------------ -----------
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before gain on sale of
investment properties and Partnership's
share of extraordinary item from
unconsolidated venture. . . . . . . . . . . . . . . . . . . . . $ 5.96 9.15
Partnership's share of gain
on sale of investment properties
of unconsolidated venture . . . . . . . . . . . . . . . . . . . 118.90 --
Partnership's share of extraordinary
item from unconsolidated venture. . . . . . . . . . . . . . . . 7.19 --
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . $ 132.05 9.15
=========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 180.00 --
=========== ==========
<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, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $20,644,905 1,652,853
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 629,128
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 113,107 115,286
Partnership's share of operations of unconsolidated ventures,
net of distributions. . . . . . . . . . . . . . . . . . . . . . . . . (302,241) (1,084,175)
Partnership's share of gain on sale of investment properties
of unconsolidated venture . . . . . . . . . . . . . . . . . . . . . . (20,826,930) --
Partnership's share of extraordinary item from unconsolidated
venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,259,118 --
Changes in:
Rents and other receivables . . . . . . . . . . . . . . . . . . . . . . 385,922 (48,610)
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,016 51,574
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . (94,445) (145,421)
Accounts payable and other current liabilities. . . . . . . . . . . . . (439,865) (571,535)
Accrued interest payable. . . . . . . . . . . . . . . . . . . . . . . . (985) (543)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (1,250) (16,542)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . . 790,352 582,015
------------ -----------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (10,748) (16,990)
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . . (10,748) (16,990)
------------ -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (141,544) (130,241)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (31,213,980) --
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . . (31,355,524) (130,241)
------------ -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . (30,575,920) 434,784
Cash and cash equivalents, beginning of year. . . . . . . . . . . . 42,298,264 11,548,195
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . $ 11,722,344 11,982,979
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . $ 717,213 728,151
============ ===========
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, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997
which are included in the Partnership's 1997 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 March 31, 1998, the Partnership has committed to a plan
to sell or dispose of Riverside Square Mall, its last remaining investment
property. Accordingly, the property has been classified as held for sale
or disposition in the accompanying financial statements as of March 31,
1998. The results of operations for this property and for properties sold
or disposed of in the past two years were $628,521 and $4,919,
respectively, for the three months ended March 31, 1998 and 1997. In
addition, the accompanying financial statements include $302,241 and
$1,692,175, respectively of the Partnership's share of total property
operations of $604,482 and $2,032,251 for the three months ended March 31,
1998 and 1997 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, 1998 and for the three months ended
March 31, 1998 and 1997 were as follows:
<PAGE>
Unpaid at
March 31,
1998 1997 1998
------- ------ -------------
Property management
and leasing fees . . . . . . $67,049 62,145 --
Reimbursement (at cost)
for out-of-pocket salary
and salary-related expenses
related to the on-site and
other costs for the Partner-
ship and its investment
properties . . . . . . . . . 16,461 12,463 6,993
------- ------ ------
$83,510 74,608 6,993
======= ====== ======
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 that was owned by the Partnership. The
fees earned by such company from the Partnership for the three months ended
March 31, 1998 and 1997 were approximately $5,400 and $6,800, respectively,
all of which has been paid at March 31, 1998. As such property has been
sold, no further fees are expected to be paid by the Partnership to such
company.
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 $2,075,000 as of March 31, 1998.
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 the
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 the Riverside
Square Mall pursuant to the management agreement, of which the final
$33,000 was paid in February 1997.
SAN JOSE
On February 24, 1998, San Jose sold the land, buildings, related
improvements and personal property of the remaining assets of the Park
Center Financial Plaza office complex to an unaffiliated third party for a
sale price of $76,195,000 (before selling costs and prorations). San Jose
received approximately $49,537,000 of net sale proceeds at closing (of
which the Partnership's share was approximately $24,768,500), after the
repayment by San Jose of the mortgage loans secured by the 170 Almaden, 150
Almaden and 185 Park Avenue buildings with a balance of approximately
$23,281,000, loan prepayment premiums of approximately $2,422,000 and
closing costs. The sale resulted in a gain in 1998 of approximately
$41,654,000 and $22,600,000 for financial reporting and Federal income tax
purposes, respectively, of which approximately $20,827,000 and $11,300,000
of gain was allocated to the Partnership, respectively. The gain for
financial reporting purposes includes the effects of previously recorded
provisions for value impairment for all buildings in the complex of
approximately $24,600,000, of which the Partnership's share was
approximately $12,300,000. In connection with the sale, San Jose recorded
in 1998 an extraordinary loss for financial reporting purposes totaling
approximately $2,518,000 as a result of loan prepayment premiums of
approximately $2,422,000 and the write-off of the deferred mortgage balance
of approximately $96,000, of which the Partnership's share is approximately
<PAGE>
$1,211,000 and $48,000, respectively. In addition, in connection with the
sale of the property, as is customary in such transactions, San Jose agreed
to certain representations, warranties and covenants with a stipulated
survival period that expires November 15, 1998. Although it is not
expected, San Jose and the Partnership may ultimately have some liability
under such representations, warranties and covenants, but such liability
has been limited in the sale agreement to actual damages in an amount not
to exceed $2,500,000 in the aggregate, of which the Partnership's share is
limited to $1,250,000.
RIVERSIDE SQUARE MALL
Occupancy at the portion of the mall owned by the Partnership
decreased from 93% to 90% during the quarter. The Partnership is
continuing to remerchandise the mall and has budgeted in 1998 approximately
$2,900,000 for tenant improvements and capital expenditures.
The Partnership has reached an agreement in principle with a theatre
operator to open a multiscreen theatre complex at the mall. This expansion
would add approximately 20,000 square feet of space and would include new
restaurants. The Partnership intends to fund the estimated cost of
approximately $7.6 million for the expansion from its working capital
reserves. This expansion, including the theatre lease, is subject to many
contingencies, including final documentation, and as such there can be no
assurance that this expansion will be completed on these or any other
terms. The Partnership has recently begun marketing the property for sale.
However, there can be no assurance that a sale will be consummated.
As the Partnership had committed to a plan to sell the property, the
property was classified as held for sale or disposition as of September 30,
1997, and therefore, has not been subject to continued depreciation beyond
such date.
ROYAL EXECUTIVE PARK II
On December 19, 1997, the Royal Executive venture sold the land,
buildings, related improvements and personal property of the Royal
Executive Park office complex to an unaffiliated third party for a sale
price of $36,000,000 (before selling expenses and prorations). The sale
resulted in a gain in 1997 of $13,905,818 (due to the provision for value
impairment recorded in 1994, of $25,378,894) and $18,927,388 for financial
reporting and Federal income tax purposes, respectively, of which
$13,349,139 and $10,701,810 of gain was allocated to the Partnership,
respectively. In addition, in connection with the sale of the property, as
is customary in such transactions, the joint venture agreed to certain
representations, warranties and covenants with a stipulated survival period
that expires November 15, 1998. Although it is not expected, the joint
venture and the Partnership may ultimately have some liability under such
representations, warranties and covenants, but such liability has been
limited in the sale agreement to actual damages in an amount not to exceed
$2,000,000 in the aggregate, of which the Partnership's share is limited to
approximately $444,000.
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, 1998 and
1997 is as follows:
1998 1997
----------- ----------
Total income . . . . . . . . . . . $ 1,887,310 3,948,586
=========== ==========
Operating income . . . . . . . . . $ 604,482 2,032,251
=========== ==========
Net earnings to the Partnership. . $ 302,241 1,692,175
=========== ==========
<PAGE>
1998 1997
----------- ----------
Partnership's share of
gain on sale . . . . . . . . . . $20,826,930 --
=========== ==========
Partnership's share of
extraordinary item . . . . . . . $(1,259,118) --
=========== ==========
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,
1998 and for the three months ended March 31, 1998 and 1997.
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, 1997 and early 1998, 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
between $130 and $400 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 6.54% of the Interests have
been purchased by such unaffiliated third parties either pursuant to such
tender offers or through negotiated purchases. The Partnership has been
notified that an unaffiliated third party intends to commence an offer for
up to 6,392 Interests (approximately 3.69% of the outstanding Interests)
for $280 per Interest. 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, 1998, the Partnership had cash and cash equivalents of
approximately $11,722,000. Such remaining funds may be utilized for
distributions to partners, potential obligations related to representations
and warranties given pursuant to the sales of investment properties in 1997
and 1998 as more fully described in the Notes, and for working capital
requirements including operating deficits, costs of re-leasing vacant
space, and certain capital improvements at the Riverside Square Mall.
Additionally, funds may be utilized to fund a potential theatre expansion
at the Riverside Square Mall investment property, as more fully discussed
in the Notes. As of March 31, 1998, there was approximately $52,738,000
(of which the Partnership's share was approximately $26,369,000) of
undistributed cash at the Partnership's unconsolidated venture which
consisted of cash generated from operations and sale proceeds related to
the sale of the remaining assets of the Park Center Financial Plaza office
complex in February 1998 as more fully described in the Notes.
<PAGE>
Effective in 1998, the Partnership changed from a semi-annual
distribution of cash flow from operations of $6 per Interest to an annual
distribution of $4 per Interest as a result of (a) the Partnership's
reduction in cash flow from operations after the sales of the Royal
Executive Park II office complex in December 1997 and the Park Center
Financial Plaza office complex in February 1998 and (b) the need to reserve
funds necessary for the potential theatre/restaurant expansion at the
Riverside Square Mall. The operating distribution of $4 per Interest is
expected to be made in May 1998 and no further distributions of cash flow
from operations are anticipated to be made for 1998. In addition, the
Partnership expects to make a distribution of sale proceeds of $140 per
Interest in May 1998 related to the sale in 1998 of the Park Center
Financial Plaza investment property as more fully described in the Notes.
After reviewing the remaining property and the marketplace in which it
operates, the General Partners of the Partnership expect to be able to
conduct an orderly liquidation of its remaining investment property as
quickly as practicable. Therefore, the affairs of the Partnership are
expected to be wound up no later than December 31, 1999, barring unforeseen
economic developments.
RESULTS OF OPERATIONS
The decrease in rents and other receivables as of March 31, 1998 as
compared to December 31, 1997 is primarily due to the timing of payment of
rentals at the Riverside Square Mall investment property.
The increase in investment in unconsolidated ventures, at equity at
March 31, 1998 as compared to December 31, 1997 is primarily due to
undistributed proceeds of approximately $49,537,000, of which the
Partnership's share is approximately $24,768,500, related to the sale in
1998 of the Park Center Financial Plaza investment property.
The decrease in accounts payable and other current liabilities as of
March 31, 1998 as compared to December 31, 1997 is primarily due to a
decrease in unearned rents due to the prepayment of approximately $440,000
of rental income by tenants in 1997 at the Riverside Square Mall investment
property.
The increase in interest income for the three months ended March 31,
1998 as compared to the three months ended March 31, 1997 is primarily due
to the temporary investment of proceeds related to the 1997 sale of the
Royal Executive Park II office complex, which were subsequently distributed
to the Limited Partners in February 1998.
The decrease in depreciation expense for the three months ended
March 31, 1998 as compared to the three months ended March 31, 1997 is
primarily due to the Riverside Square Mall investment property being
identified as held for sale or disposition as of September 30, 1997, and
therefore, no longer subject to depreciation beyond such date.
The decrease in property operating expenses for the three months ended
March 31, 1998 as compared to the three months ended March 31, 1997 is
primarily due to a decrease in advertising expense due to the timing of
promotional campaigns and also to a decrease in snow removal and certain
maintenance and repair projects at the Riverside Square Mall investment
property.
The decrease in the Partnership's share of operations of
unconsolidated ventures for the three months ended March 31, 1998 as
compared to the three months ended March 31, 1997 is primarily due to the
sales of the Royal Executive Park II office complex and Park Center
Financial Plaza office complex in December 1997 and February 1998,
respectively.
<PAGE>
The Partnership's share of gain on sale of investment properties of
unconsolidated venture of $20,826,930 in 1998, is due to the gain
recognized on the sale of the remaining assets of the Park Center Financial
Plaza investment property in February 1998.
The Partnership's share of extraordinary loss from unconsolidated
venture of $1,259,118 in 1998 comprises loan prepayment premiums of
$1,211,062 and the write-off of the deferred mortgage balance of $48,056
resulting from the sale of the Park Center Financial Plaza investment
property in February 1998.
<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 owned during 1998.
<CAPTION>
1997 1998
------------------------------------- ------------------------------
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. . . . . 86% 87% 87% 90% N/A
2. Riverside Square Mall
Hackensack, New Jersey. . . . 92% 92% 93% 93% 90%
<FN>
An "N/A" indicates that the property was sold and not owned by the Partnership at the end of the quarter.
</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 herein 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 herein 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 herein 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 herein by reference to the
Partnership's Report on Form 8-K (File No. 0-15966) dated June 20, 1985.
<PAGE>
10-C. Purchase - Sale Agreement with exhibits dated
December 5, 1997 relating to the sale by the Partnership, through its joint
venture, of the Royal Executive Park office complex in Rye Brook, New York
between Royal Executive Park I, Royal Executive Park II, Royal Executive
III and Reckson Operating Partnership, L.P. are hereby incorporated herein
by reference to the Partnership's Report on Form 10-K for December 31, 1997
(File No. 0-15966) dated March 25, 1998.
10-D. First Amendment to the Purchase - Sale Agreement
dated February 10, 1998 relating to the sale by San Jose of the Park Center
Financial Plaza office complex in San Jose, California between JMB/San Jose
Associates and Divco West Properties, LLC are hereby incorporated herein by
reference to the Partnership's Report on Form 10-K for December 31, 1997
(File No. 0-15966) dated March 25, 1998.
10-E. Purchase - Sale Agreement with exhibits dated
December 3, 1997 relating to the sale by San Jose of the Park Center
Financial Plaza office complex in San Jose, California between JMB/San Jose
Associates and Divco West Properties, LLC are hereby incorporated herein by
reference to the Partnership's Report on Form 10-K for December 31, 1997
(File No. 0-15966) dated March 25, 1998.
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 13, 1998
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.
By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: May 13, 1998
<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, 1998 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-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 11,722,344
<SECURITIES> 0
<RECEIVABLES> 3,467,957
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,190,301
<PP&E> 60,940,084
<DEPRECIATION> 0
<TOTAL-ASSETS> 107,429,306
<CURRENT-LIABILITIES> 1,181,480
<BONDS> 33,666,380
<COMMON> 0
0
0
<OTHER-SE> 72,494,563
<TOTAL-LIABILITY-AND-EQUITY>107,429,306
<SALES> 3,136,176
<TOTAL-REVENUES> 3,527,505
<CGS> 0
<TOTAL-COSTS> 1,809,577
<OTHER-EXPENSES> 226,848
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 716,228
<INCOME-PRETAX> 1,077,093
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,077,093
<DISCONTINUED> 20,826,930
<EXTRAORDINARY> (1,259,118)
<CHANGES> 0
<NET-INCOME> 20,644,905
<EPS-PRIMARY> 132.05
<EPS-DILUTED> 132.05
</TABLE>
