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, 1999 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. . . . . . . . . . . . . . . . 10
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . . . 12
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 13
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
ASSETS
------
MARCH 31, DECEMBER 31,
1999 1998
------------- -----------
Current assets:
Cash and cash equivalents. . . . . . . $ 15,858,476 15,863,283
Rents and other receivables, net
of allowance for doubtful
accounts of $79,457 in 1999
and $142,393 in 1998 . . . . . . . . 1,620,801 1,601,179
Prepaid expenses . . . . . . . . . . . 48,989 97,040
------------ ------------
Total current assets . . . . . . 17,528,266 17,561,502
------------ ------------
Property held for sale or
disposition. . . . . . . . . . . . . 62,861,919 62,040,706
Deferred expenses. . . . . . . . . . . . 4,216,973 4,382,441
------------ ------------
$ 84,607,158 83,984,649
============ ============
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1999 1998
------------- -----------
Current liabilities:
Mortgage note payable. . . . . . . . . $ 34,000,000 34,000,000
Accounts payable and other current
liabilities. . . . . . . . . . . . . 457,901 475,107
Accrued interest . . . . . . . . . . . 182,604 181,029
------------ ------------
Total current liabilities. . . . 34,640,505 34,656,136
Tenant security deposits . . . . . . . . 83,284 89,000
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . 34,723,789 34,745,136
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . 1,000 1,000
Cumulative net earnings
(losses) . . . . . . . . . . . . . 6,133,195 6,107,441
Cumulative cash distributions. . . . (6,631,429) (6,631,429)
------------ ------------
(497,234) (522,988)
------------ ------------
Limited partners (173,411 interests):
Capital contributions, net of
offering costs . . . . . . . . . . 156,493,238 156,493,238
Cumulative net earnings
(losses) . . . . . . . . . . . . . 71,961,879 71,343,777
Cumulative cash distributions. . . . (178,074,514) (178,074,514)
------------ ------------
50,380,603 49,762,501
------------ ------------
Total partners' capital
accounts (deficits). . . . . . 49,883,369 49,239,513
------------ ------------
$ 84,607,158 83,984,649
============ ============
See accompanying notes to financial statements.
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
---------- ----------
Income:
Rental income. . . . . . . . . . . . . . . . $ 3,191,744 3,136,176
Interest income. . . . . . . . . . . . . . . 166,094 391,329
----------- ----------
3,357,838 3,527,505
----------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . 596,249 716,228
Property operating expenses. . . . . . . . . 1,767,975 1,696,470
Professional services. . . . . . . . . . . . 63,211 96,432
Amortization of deferred expenses. . . . . . 168,883 113,107
General and administrative . . . . . . . . . 117,664 130,416
----------- ----------
2,713,982 2,752,653
----------- ----------
643,856 774,852
Partnership's share of operations
of unconsolidated ventures . . . . . . . . . -- 302,241
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 . . . . . . . 643,856 21,904,023
Partnership's share of extraordinary
item from unconsolidated venture . . . . . . -- (1,259,118)
----------- ----------
Net earnings (loss). . . . . . . . . . $ 643,856 20,644,905
=========== ==========
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before gain on
sale of investment property
and Partnership's share of
extraordinary item from
unconsolidated venture . . . . . . $ 3.56 5.96
Partnership's share of gain
on sale of investment
properties of uncon-
solidated venture. . . . . . . . . -- 118.90
Partnership's share of extra-
ordinary item from
unconsolidated venture . . . . . . -- 7.19
----------- ----------
Net earnings (loss). . . . . . . $ 3.56 132.05
=========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . $ -- 180.00
=========== ==========
See accompanying notes to financial statements.
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
1999 1998
---------- ----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . .$ 643,856 20,644,905
Items not requiring (providing) cash or
cash equivalents:
Amortization of deferred expenses. . . . . 168,883 113,107
Partnership's share of operations of
unconsolidated ventures, net of
distributions. . . . . . . . . . . . . . -- (302,241)
Partnership's share of gain on sale of
investment properties of uncon-
solidated venture. . . . . . . . . . . . -- (20,826,930)
Partnership's share of extraordinary
item from unconsolidated venture . . . . -- 1,259,118
Changes in:
Rents and other receivables. . . . . . . . (19,622) 385,922
Prepaid expenses . . . . . . . . . . . . . 48,051 53,016
Escrow deposits. . . . . . . . . . . . . . -- (94,445)
Accounts payable and other current
liabilities. . . . . . . . . . . . . . . (17,206) (439,865)
Accrued interest payable . . . . . . . . . 1,575 (985)
Tenant security deposits . . . . . . . . . (5,716) (1,250)
------------ -----------
Net cash provided by (used in)
operating activities . . . . . . . . 819,821 790,352
------------ -----------
Cash flows from investing activities:
Additions to investment properties . . . . . (821,213) (10,748)
Payment of deferred expenses . . . . . . . . (3,415) --
------------ -----------
Net cash provided by (used in)
investing activities . . . . . . . . (824,628) (10,748)
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . -- (141,544)
Distributions to limited partners. . . . . . -- (31,213,980)
------------ -----------
Net cash provided by (used in)
financing activities . . . . . . . . -- (31,355,524)
------------ -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . . . (4,807) (30,575,920)
Cash and cash equivalents,
beginning of year. . . . . . . . . . 15,863,283 42,298,264
------------ -----------
Cash and cash equivalents,
end of period. . . . . . . . . . . .$ 15,858,476 11,722,344
============ ===========
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and other
interest . . . . . . . . . . . . . . . . . $ 594,674 717,213
============ ===========
Non-cash investing and financing
activities . . . . . . . . . . . . . . . .$ -- --
============ ===========
See accompanying notes to financial statements.
<PAGE>
JMB INCOME PROPERTIES, LTD. - XI
(A LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999 AND 1998
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1998
which are included in the Partnership's 1998 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 September 30, 1997, 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. The
results of operations for this property and for properties sold or disposed
of in the past two years were $652,855 and $628,521, respectively, for the
three months ended March 31, 1999 and 1998. In addition, the accompanying
financial statements include $0 and $302,241, respectively of the
Partnership's share of total property operations of $0 and $604,482 for the
three months ended March 31, 1999 and 1998 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, 1999 and for the three months ended
March 31, 1999 and 1998 were as follows:
<PAGE>
Unpaid at
March 31,
1999 1998 1999
-------- ------- -------------
Property management
and leasing fees. . . . . . . . $ 61,828 67,049 --
Insurance commissions. . . . . . 2,178 -- --
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. . . . . . . . . . . 25,475 16,461 768
-------- ------- ------
$ 89,481 83,510 768
======== ======= ======
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 a venture in which the
Partnership owned an interest. The fees earned by such company from such
venture attributable to the Partnership for the three months ended
March 31, 1998 were approximately $5,400, all of which has been paid. As
such property has been sold, no further fees are expected to be paid by
such venture 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 $2,152,000 at March 31, 1999. 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. No such deferred fees or commissions
were outstanding during the periods reported in the accompanying financial
statements.
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 (before extraordinary items) and $22,500,000 for financial
reporting and Federal income tax purposes, respectively, of which
approximately $20,827,000 and $11,250,000 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 $1,211,000 and $48,000, respectively.
<PAGE>
RIVERSIDE SQUARE MALL
Occupancy at the portion of the mall owned by the Partnership
decreased from 90% to 89% during the quarter. The Partnership is
continuing to remerchandise the mall and is currently expected to incur in
1999 approximately $4,300,000 for tenant improvements and capital
expenditures, which includes a portion of the theater/restaurant expansion,
as discussed below.
During 1998, the Partnership 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. The Partnership received planning and zoning board
approval from the City of Hackensack for such expansion in October 1998 and
from the County of Bergen in April 1999. However, this expansion,
including the theatre lease, is subject to many contingencies, including
final documentation and the possible sale of the shopping center in 1999.
As such there can be no assurance that this expansion will be completed on
these or any other terms.
The previous mortgage loan on the property provided for rate
adjustments every four years, beginning November 1, 1998. In addition, the
loan allowed the Partnership to prepay the loan without penalty for a 60
day period every four years starting October 1, 1998. On May 1, 1998, in
accordance with the loan documents, the lender notified the Partnership of
the rate adjustment effective November 1, 1998. Given that the Partnership
was actively marketing the property for sale and that the prepayment
penalty would be substantial if the property were sold outside of the 60
day window provided in the loan documents, the Partnership elected not to
accept the lender's rate adjustment. The election accelerated the maturity
date of the loan to December 1, 1998, from December 1, 2006. In 1998, the
Partnership obtained alternative financing for $34,000,000, with no
prepayment penalty, to replace the current loan. The new mortgage loan
matures November 24, 1999, with an option for a six month extension, and
provides for interest only payments based on the 30 day LIBOR rate
(approximately 4.9% at March 31, 1999) plus 1.3%. The proceeds from the
mortgage loan were used to pay the outstanding balance of the old loan of
approximately $33,871,000 plus a portion of the refinancing costs. The net
cost to the Partnership of the refinancing, including costs and fees of
approximately $255,000, was approximately $126,000.
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. The Partnership continues to market the property for sale.
UNCONSOLIDATED VENTURES - SUMMARY INFORMATION
The summary income statement information for JMB/San Jose Associates
for the three months ended March 31, 1998 is as follows:
1998
-----------
Total income. . . . . . . . . . . . . . . . . . . . $ 1,887,310
===========
Operating income . . . . . . . . . . . . . . . . . $ 604,482
===========
Net earnings to the Partnership . . . . . . . . . . $ 302,241
===========
Partnership's share of gain on sale . . . . . . . . $20,826,930
===========
Partnership's share of extraordinary item . . . . . $(1,259,118)
===========
<PAGE>
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,
1999 and for the three months ended March 31, 1999 and 1998.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
All references to Notes are to Notes to the accompanying financial
statements. Reference is made to the Notes for additional information
concerning certain of the Partnership's investments.
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.
During 1997 and 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 $125 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. In April 1999, some of the
Limited Partners in the Partnership received from an unaffiliated third
party an unsolicited tender offer to purchase up to 4.9% of the Interests
in the Partnership at $150 per Interest. The offer is scheduled to expire
in late May 1999. The Partnership recommended against acceptance of this
offer on the basis that, among other things, the offer price is inadequate.
As of the date of this report, the Partnership is aware that 7.45% of the
Interests have been purchased by such unaffiliated third parties either
pursuant to such tender offers or through negotiated purchases. 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.
At March 31, 1999, the Partnership had cash and cash equivalents of
approximately $15,858,000. Such funds may be utilized for distributions to
partners 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/restaurant expansion at the Riverside Square Mall
investment property, as more fully discussed in the Notes.
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 1999 and no further distributions of cash flow
from operations are anticipated to be made for 1999.
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 in the 1999-2000 time frame, barring unforeseen
economic developments.
<PAGE>
RESULTS OF OPERATIONS
The decrease in interest income for the three months ended March 31,
1999 as compared to the three months ended March 31, 1998 is primarily due
to the temporary investment of proceeds during the first quarter of 1998,
related to the December 1997 sale of the Royal Executive Park II office
complex and the February 1998 sale of the Partnership's interest in the
Park Center Financial Plaza office complex which proceeds were subsequently
distributed to the Limited Partners in February and May 1998, respectively.
The decrease in mortgage and other interest for the three months ended
March 31, 1999 as compared to the three months ended March 31, 1998 is
primarily due to the decreased interest rate on the replacement financing
relating to the Riverside Square Mall investment property.
The increase in property operating expenses for the three months ended
March 31, 1999 as compared to the three months ended March 31, 1998 is
primarily due to an increase in snow removal costs at the Riverside Square
Mall investment property.
The increase in amortization of deferred expenses for the three months
ended March 31, 1999 as compared to the three months ended March 31, 1998
is due to the amortization of costs associated with the refinancing in the
fourth quarter of 1998 of the mortgage debt secured by 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, 1999 as
compared to the three months ended March 31, 1998 is primarily due to the
sale of the Park Center Financial Plaza office complex in February 1998.
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 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.
YEAR 2000
The year 2000 problem is the result of computer programs being written
with two digits rather than four to define a year. Consequently, any
computer programs that have time-sensitive software may recognize a date
using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations
including, among other things, an inability to process transactions or
engage in other normal business activities. In addition, other date-
sensitive electronic devices could experience various operational
difficulties as a result of not being year 2000 compliant.
The Partnership uses the telephone, accounting, transfer agent and
other administrative systems, which include both hardware and software,
provided by affiliates of the Corporate General Partner and certain third
party vendors. Except as noted in the following sentence, the Partnership
or its affiliates have received representations to the effect that the
telephone, accounting, transfer agent and other administrative systems are
year 2000 compliant in all material respects. Both the hardware and
software for individual personal computers used in the Partnership's
administrative systems are expected to be tested for their year 2000
compliance during the summer of 1999.
<PAGE>
The property manager for the Riverside Square Mall has conducted an
assessment of various aspects of the property's operating systems in regard
to their year 2000 compliance. In general, such assessment was performed
through written inquiries to third party vendors and service personnel for
the property. Based on the responses to these inquiries, the Partnership
believes that the major operating systems for the property, including HVAC
controls, elevators and escalators, and alarm and safety systems, are or
will be year 2000 compliant in all material respects. In addition, the
Partnership believes that the computer hardware and software used in the
administration of the property, including transaction processing and record
keeping, is or will be year 2000 compliant in all material respects.
The Partnership does not believe that the year 2000 problem presents
any material risks to its business, results of operations or financial
condition and has not developed, and does not intend to develop, any
contingency plans to address the year 2000 problem. Given its limited
operations, the Partnership believes that its accounting, transfer agent
and most of its other administrative systems functions could, if necessary,
be performed manually (i.e., without significant information technology)
for an extended period of time without a material increase in costs to the
Partnership. The Partnership has not incurred and does not expect to
incur, any material direct costs for year 2000 compliance.
The Partnership is relying on the representation of various third
party vendors and service personnel for the Riverside Square Mall in regard
to that property's operating systems year 2000 compliance in all material
respects. The Partnership is also relying on the property manager's
assessment of the third party vendors and suppliers to be contacted in
regard to year 2000 compliance. In the event that the Riverside Square
Mall is not year 2000 compliant in all material respects, the property
could experience various operational difficulties or systems failures.
This could result in unanticipated remediation costs and, under certain
circumstances, possible other costs and expenses. If such were to occur,
there is no assurance that such costs and expenses would not, under certain
circumstances, have a material adverse effect on the Partnership or its
investment in the Riverside Square Mall in the event that the property is
not sold during 1999.
<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 1999.
<CAPTION>
1998 1999
------------------------------------- ------------------------------
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>
Riverside Square Mall
Hackensack, New Jersey . . . . . . 90% 90% 90% 90% 89%
<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.
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 12, 1999
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 12, 1999
<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, 1999 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-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 15,858,476
<SECURITIES> 0
<RECEIVABLES> 1,669,790
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 17,528,266
<PP&E> 62,861,919
<DEPRECIATION> 0
<TOTAL-ASSETS> 84,607,158
<CURRENT-LIABILITIES> 34,640,505
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 49,883,369
<TOTAL-LIABILITY-AND-EQUITY> 84,607,158
<SALES> 3,191,744
<TOTAL-REVENUES> 3,357,838
<CGS> 0
<TOTAL-COSTS> 1,981,767
<OTHER-EXPENSES> 135,966
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 596,249
<INCOME-PRETAX> 643,856
<INCOME-TAX> 0
<INCOME-CONTINUING> 643,856
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 643,856
<EPS-PRIMARY> 3.56
<EPS-DILUTED> 3.56
</TABLE>
