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 number 0-16253
JMB MORTGAGE PARTNERS, LTD. - III
(Exact name of registrant as specified in its charter)
Illinois 36-3346551
(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 . . . . . . . . . . . . . . . . . . . 11
PART II. OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 14
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB MORTGAGE PARTNERS, LTD. - III
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED 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 . . . . . . . . . . . . . . . . . . . . . $ 7,243,331 28,588,948
Interest and other receivables. . . . . . . . . . . . . . . . . . . 206,945 238,252
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 16,290 16,290
------------ ------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . 7,466,566 28,843,490
Investment property held for sale . . . . . . . . . . . . . . . . . . 9,320,965 9,303,871
------------ ------------
Mortgage notes receivable (net of allowance for loan
loss of $1,077,478 in 1997 and 1996) . . . . . . . . . . . . . . . . 11,032,731 11,032,731
Deferred interest receivable (net of allowance for
loan loss of $1,866,386 in 1997 and 1996). . . . . . . . . . . . . . 567,269 567,269
Deferred costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,350 10,345
------------ ------------
$ 28,415,881 49,757,706
============ ============
<PAGE>
JMB MORTGAGE PARTNERS, LTD. - III
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
MARCH 31, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,953 91,185
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 37,035 148,139
Other current liabilities . . . . . . . . . . . . . . . . . . . . . 31,899 143,426
------------ ------------
Total current liabilities. . . . . . . . . . . . . . . . . . . . 91,887 382,750
------------ ------------
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . 14,777 14,000
------------ ------------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . 106,664 396,750
------------ ------------
Venture partner's equity in ventures. . . . . . . . . . . . . . . . . 3,303,644 4,076,629
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . 3,406,832 3,400,859
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (3,507,670) (3,507,670)
------------ ------------
(99,838) (105,811)
------------ ------------
Limited partners (65,237.69 interests):
Capital contributions, net of offering costs . . . . . . . . . . 57,758,561 57,758,561
Cumulative net earnings. . . . . . . . . . . . . . . . . . . . . 36,205,221 35,613,888
Cumulative cash distributions. . . . . . . . . . . . . . . . . . (68,858,371) (47,982,311)
------------ ------------
25,105,411 45,390,138
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . 25,005,573 45,284,327
------------ ------------
$ 28,415,881 49,757,706
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - III
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Income:
Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 526,621 897,290
Rental income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 392,176 883,478
----------- ----------
918,797 1,780,768
----------- ----------
Expenses:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 58,380
Property operating expenses . . . . . . . . . . . . . . . . . . . . . . . 125,309 310,466
Mortgage investment servicing fees. . . . . . . . . . . . . . . . . . . . 7,500 18,013
Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . 24,573 21,000
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . 3,337 8,512
General and administrative. . . . . . . . . . . . . . . . . . . . . . . . 67,153 115,424
----------- ----------
227,872 531,795
----------- ----------
Operating earnings (loss) . . . . . . . . . . . . . . . . . . . . 690,925 1,248,973
Partnership's share of operations of
unconsolidated venture. . . . . . . . . . . . . . . . . . . . . . . -- 44,039
Venture partners' share of ventures' operations . . . . . . . . . . . (93,619) (199,569)
----------- ----------
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . $ 597,306 1,093,443
=========== ==========
Net earnings (loss) per limited
partnership interest . . . . . . . . . . . . . . . . . . . . . . $ 9.06 16.59
=========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . . . . . . . . . . . . . . $ 320.00 --
=========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB MORTGAGE PARTNERS, LTD. - III
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED 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) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 597,306 1,093,443
Items not requiring cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 58,380
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 3,337 8,512
Partnership's share of operations of unconsolidated venture,
net of distributions. . . . . . . . . . . . . . . . . . . . . . . . . -- (44,039)
Venture partner's share of ventures' operations . . . . . . . . . . . . 93,619 199,569
Changes in:
Interest and other receivables. . . . . . . . . . . . . . . . . . . . . 31,307 143,649
Due from affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . -- (21,912)
Deferred interest receivable. . . . . . . . . . . . . . . . . . . . . . -- (43,062)
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (68,232) 25,048
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . (111,104) (54,334)
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . (111,527) (145,392)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . 777 2,702
------------ ------------
Net cash provided by (used in) operating activities . . . . . . . 435,483 1,222,564
------------ ------------
Cash flows from investing activities:
Additions to investment properties. . . . . . . . . . . . . . . . . . . . (17,094) (31,283)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . (21,342) --
------------ ------------
Net cash provided in (used in) investing activities . . . . . . . (38,436) (31,283)
------------ ------------
Cash flows from financing activities:
Distributions to venture partner. . . . . . . . . . . . . . . . . . . . . (866,604) --
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (20,876,060) --
------------ ------------
Net cash used in financing activities. . . . . . . . . . . . . . . . . (21,742,664) --
------------ ------------
Net increase (decrease) in cash and cash equivalents . . . . . . . . . (21,345,617) 1,191,281
Cash and cash equivalents, beginning of year . . . . . . . . . . . . . 28,588,948 7,538,476
------------ ------------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . $ 7,243,331 8,729,757
============ ============
<PAGE>
JMB MORTGAGE PARTNERS, LTD. - III
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ -----------
Supplemental disclosure for cash flow information:
Cash paid for mortgage and other interest . . . . . . . . $ -- --
============ ============
Non-cash investing and financing activities . . . . . . . $ -- --
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB MORTGAGE PARTNERS, LTD. - III
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED 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 the 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 committed to a
plan to sell the North Rivers Market Shopping Center investment property.
Accordingly, this property has been classified as held for sale or
disposition in the accompanying consolidated financial statements. The
results of operations, net of venture partners' share, for such property
and for properties sold during the past two years were $185,758 and
$345,991, respectively, for the three months ended March 31, 1997 and 1996.
In addition, the accompanying financial statements include $44,039 of the
Partnership's share of total operations of $135,298 for the three months
ended March 31, 1996 for the Spring Hill Fashion Center, an unconsolidated
property sold in November, 1996.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Corporate 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
------- ------ ---------
Mortgage investment
servicing fees. . . . . . . $ 7,500 18,013 7,500
Property management
fees . . . . . . . . . . . . 27,078 25,994 --
Reimbursement (at cost)
for out-of-pocket
expenses and salaries
and salary-related
expenses . . . . . . . . . . 8,599 6,557 8,599
------- ------- ------
$43,177 50,564 16,099
======= ======= ======
The General Partners have deferred payment of approximately $680,000
of their distributions of prior net cash flow from the Partnership and
approximately $908,000 of their subordinated portion of sales and repayment
proceeds at March 31, 1997, in accordance with the subordination
requirements of the Partnership Agreement. Such subordination requirements
are not expected to be attained over the remaining expected operating
period of the Partnership. All amounts deferred or currently payable do
not bear interest.
NORTH RIVERS MARKET SHOPPING CENTER
Occupancy was 87% at March 31, 1997. The manager is attempting to
lease the vacant space in the center. As the Partnership has committed to
a plan to sell the property, the property was classified as held for sale
or disposition as of December 31, 1996 and therefore, is not subject to
continued depreciation. As of the date of this report, no potential
purchasers for this property have been identified. Therefore, there can be
no assurance that a sale transaction on acceptable terms can be arranged
during 1997.
SHOPPES AT RIVERGATE
Occupancy was 99% at March 31, 1997. In March 1997, the Partnership
issued a payoff letter to the borrower regarding an early repayment of the
mortgage loan at an amount less than what would otherwise be due under the
terms of the original mortgage loan. There can be no assurance that such
loan will be prepaid, or repaid by the maturity date of the loan in July
1997. Accordingly, the Partnership has continued to classify this mortgage
note receivable as a long term rather than a current asset in the
accompanying consolidated financial statements. If the Partnership and
borrower can not reach an agreement for repayment of the mortgage loan on
or before the maturity date, the Partnership may initiate proceedings to
realize upon their security and obtain legal title to the property.
SELECTED FINANCIAL INFORMATION
Pursuant to the requirements of the Securities and Exchange
Commission, the following is a summary of historical income statement
information for the Shoppes at Rivergate Shopping Center for the three
months ended March 31, 1997 and 1996. Such property secures the
participating first mortgage investment made by the Partnership.
1997 1996
-------- -------
Total revenues . . . . . . . . . . $531,291 577,769
======== =======
Net income (loss). . . . . . . . . $101,124 54,504
======== =======
<PAGE>
ADJUSTMENTS
In the opinion of the Corporate General Partner, all adjustments
(consisting 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 the Partnership's
investments.
During 1996, 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 $440 and $500 per
Interest. The Partnership recommended against acceptance of these offers
on the basis that, among other things, the offer prices were inadequate.
Such offers have expired. 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 corporate general partner of the
Partnership, has established a special committee (the "Special Committee")
consisting of certain directors of JMB to deal with all matters relating to
tender offers for Interests in the Partnership, including any and all
responses to such tender offers. The Special Committee has retained
independent counsel to advise it in connection with any potential tender
offers for Interests and has retained Lehman Brothers Inc. as financial
advisor to assist the Special Committee in evaluating and responding to any
additional potential tender offers for Interests.
The Partnership had been made aware that in mid-March of 1997 one
other unaffiliated third party made an unsolicited tender offer to some of
the Holders of Interests. This offer sought to purchase up to 4.9% of the
Interests in the Partnership at $480 per Interest. The offer expired in
early April 1997. The Special Committee recommended against acceptance of
this offer on the basis that, among other things, the offer price was
inadequate. As of the date of this report, the Partnership is aware that
1.91% of the Interests have been purchased by such unaffiliated third
parties either pursuant to such tender offers or through negotiated
purchases.
The affairs of the Partnership are expected to be wound up no later
than 1999, barring unforeseen economic developments. However, the
Partnership's goal of capital appreciation will not be achieved. Although
the Partnership expects to distribute sale proceeds from the disposition of
the Partnership's remaining investment in North Rivers Market and repayment
proceeds from the Partnership's participating first mortgage loan on the
Shoppes at Rivergate, aggregate sale and repayment distributions received
by Holders of Interest over the entire term of the Partnership are expected
to be less than their original investment.
RESULTS OF OPERATIONS
The decrease in cash and cash equivalents at March 31, 1997 as
compared to December 31, 1996 is primarily due to distributions of
approximately $20,876,000 made to the Limited Partners in February 1997
representing a portion of the proceeds from the repayment of Franklin Farm
Village Center and Riverpoint Shopping Center mortgage loans and from the
sale of Spring Hill Fashion Corner in 1996.
The decrease in accounts payable at March 31, 1997 as compared to
December 31, 1996 is primarily due to payment made of mortgage investment
servicing fees.
The decrease in accrued real estate taxes at March 31, 1997 as
compared to December 31, 1996 is due to the timing of payment of real
estate taxes at the North Rivers Market property.
<PAGE>
The decrease in other current liabilities at March 31, 1997 as
compared to December 31, 1996 is primarily due to a payment of
approximately $146,000 made from deposits held for real estate taxes for
the Shoppes at Rivergate.
The decrease in venture partner's equity in ventures at March 31, 1997
as compared to December 31, 1996 is primarily due to distributions of
$603,180 paid to the other participating lender (Mortgage Partners-IV) from
the North Rivers Market property.
Other significant fluctuations in income and expense items for the
three months ended March 31, 1997 as compared to the same period in 1996
are due primarily to repayment of the mortgage loans secured by the
Franklin Farm Village Center and Riverpoint Shopping Center and the sale of
Calibre Pointe Apartments and Spring Hill Fashion Corner in 1996.
<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
property owned during 1997.
<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. North Rivers Market
Shopping Center
North Charleston,
South Carolina. . . . . 85% 83% 83% 81% 87%
- -----------------
</TABLE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
3-A. The Prospectus of the Partnership dated July 24,
1985, as supplemented January 27, 1986, April 29, 1986, June 11, 1986,
August 14, 1986, September 27, 1986 as filed with the Commission pursuant
to Rules 424(b) and 424(c), is hereby incorporated herein by reference to
the Partnership's Registration Statement on Form S-11 (File No. 2-95948)
dated July 24, 1985.
3-B. Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, which is hereby
incorporated herein by reference to the Partnership's Registration
Statement on Form S-11 (File No. 2-95948) dated July 24, 1985.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is hereby incorporated herein by reference to the
Partnership's report for June 30, 1996 on Form 10-Q (File No. 0-16253)
dated August 9, 1996.
10-A. Loan documents related to the Partnership's
participation in the funding of a first mortgage loan secured by a first
mortgage loan on North Rivers Market Shopping Center located in North
Charleston, South Carolina, is hereby incorporated herein by reference to
the Partnership's Form 8-K (File No. 2-95948) dated September 15, 1987.
10-B. Loan document related to the Partnership's
participation in the funding of a first mortgage secured by a first
mortgage on Shops at Rivergate Shopping Center located in Goodlettsville,
Tennessee, dated August 24, 1987 is hereby incorporated herein by reference
to Exhibit 10-D of the Partnership's Report for December 31, 1992 on Form
10-K (File No. 0-16253) 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 registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
JMB MORTGAGE PARTNERS, LTD. - III
BY: JMB Realty Corporation
(Corporate General Partner)
GAILEN J. HULL
By: 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>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 7,243,331
<SECURITIES> 0
<RECEIVABLES> 223,235
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 7,466,566
<PP&E> 9,320,695
<DEPRECIATION> 0
<TOTAL-ASSETS> 28,415,881
<CURRENT-LIABILITIES> 91,887
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 25,005,573
<TOTAL-LIABILITY-AND-EQUITY>28,415,881
<SALES> 392,176
<TOTAL-REVENUES> 918,797
<CGS> 0
<TOTAL-COSTS> 128,646
<OTHER-EXPENSES> 99,226
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 690,925
<INCOME-TAX> 0
<INCOME-CONTINUING> 597,306
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 597,306
<EPS-PRIMARY> 9.06
<EPS-DILUTED> 9.06
</TABLE>
