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 June 30, 1996 Commission file #0-16108
JMB INCOME PROPERTIES, LTD. - XII
(Exact name of registrant as specified in its charter)
Illinois 36-3337796
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office)(Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . 12
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K. . . . . . 15
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1996 AND DECEMBER 31, 1995
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1996 1995
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . $ 21,906,748 21,456,552
Rents and other receivables, net of allowance for
doubtful accounts of $600,802 at June 30,
1996 and $784,652 at December 31, 1995 . . . . . . . . . . 2,509,141 2,542,548
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 130,031 260,164
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . 977,365 900,561
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . 25,523,285 25,159,825
------------ -----------
Investment properties, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,494,992 20,494,992
Buildings and improvements . . . . . . . . . . . . . . . . . 169,491,750 168,635,413
------------ -----------
189,986,742 189,130,405
Less accumulated depreciation. . . . . . . . . . . . . . . . 54,846,233 52,390,756
------------ -----------
Total investment properties, net of
accumulated depreciation . . . . . . . . . . . . . . 135,140,509 136,739,649
Investment in unconsolidated ventures, at equity . . . . . . . 4,465,904 6,412,066
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 7,103,644 7,639,146
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 2,300,747 2,558,056
------------ -----------
$174,534,089 178,508,742
============ ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . $ 812,534 746,306
Accounts payable . . . . . . . . . . . . . . . . . . . . . . 1,436,162 2,038,017
Accrued interest . . . . . . . . . . . . . . . . . . . . . . 626,882 510,622
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . 66,442 23,320
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . 2,942,020 3,318,265
Tenant security deposits . . . . . . . . . . . . . . . . . . . 407,667 492,214
Long-term debt, less current portion . . . . . . . . . . . . . 88,254,333 88,670,160
------------ -----------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . 91,604,020 92,480,639
Venture partners' subordinated equity in ventures. . . . . . . 20,842,822 22,041,429
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . 11,123 11,123
Cumulative net earnings (losses) . . . . . . . . . . . . . 822,409 769,195
------------ -----------
833,532 780,318
------------ -----------
Limited partners (189,684 interests):
Capital contributions, net of offering costs . . . . . . . 171,306,452 171,306,452
Cumulative net earnings (losses) . . . . . . . . . . . . . (27,746,161) (30,082,749)
Cumulative cash distributions. . . . . . . . . . . . . . . (82,306,576) (78,017,347)
------------ -----------
61,253,715 63,206,356
------------ -----------
Total partners' capital accounts . . . . . . . . . . . 62,087,247 63,986,674
------------ -----------
$174,534,089 178,508,742
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------------------------------------
1996 1995 1996 1995
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . $ 7,134,444 7,131,830 14,569,471 14,364,916
Interest income. . . . . . . . . . . . . 278,627 340,896 570,040 642,857
----------- ---------- ----------- ----------
7,413,071 7,472,726 15,139,511 15,007,773
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest. . . . . . . 2,193,221 2,300,069 4,280,653 4,605,020
Depreciation . . . . . . . . . . . . . . 1,074,926 1,398,419 2,455,477 2,808,602
Property operating expenses. . . . . . . 3,298,310 2,908,392 6,434,340 6,002,656
Professional services. . . . . . . . . . 61,157 129,471 154,860 225,609
Amortization of deferred expenses. . . . 319,610 330,172 618,298 669,988
General and administrative . . . . . . . 155,287 114,337 255,782 171,413
----------- ---------- ----------- ----------
7,102,510 7,180,860 14,199,410 14,483,288
----------- ---------- ----------- ----------
Operating earnings (loss). . . . . 310,560 291,866 940,101 524,485
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . 77,446 208,164 229,229 518,035
Venture partners' share of ventures'
operations . . . . . . . . . . . . . . . 6,215 (97,184) (192,138) (108,431)
----------- ---------- ----------- ----------
Net operating earnings (loss). . . 394,221 402,846 977,192 934,089
Partnership's share of gain on sale
of investment properties of
unconsolidated venture . . . . . . . . . -- -- 1,412,610 --
----------- ---------- ----------- ----------
Net earnings (loss). . . . . . . . $ 394,221 402,846 2,389,802 934,089
=========== ========== =========== ==========
Net earnings (loss) per limited
partnership interest:
Net operating earnings (loss). . $ 2.00 2.04 4.95 4.73
Partnership's share of gain on
sale of investment properties
of unconsolidated venture. . . -- -- 7.37 --
----------- ---------- ----------- ----------
Net earnings (loss). . . . . $ 2.00 2.04 12.32 4.73
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . $ 20.00 2.50 22.50 5.00
=========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1996 AND 1995
(UNAUDITED)
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . .$ 2,389,802 934,089
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . 2,455,477 2,808,602
Amortization of deferred expenses. . . . . . . . . . . . . . . 618,298 669,988
Partnership's share of operations of unconsolidated
ventures, net of distributions . . . . . . . . . . . . . . . 1,412,609 731,965
Partnership's share of gain on sale of investment
properties of unconsolidated venture . . . . . . . . . . . . (1,412,610) --
Venture partners' share of ventures' operations. . . . . . . . 192,138 108,431
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . 33,407 (238,627)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . 130,133 (641,566)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . (76,804) 273,267
Casualty insurance receivable. . . . . . . . . . . . . . . . . -- 853,000
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 257,309 22,638
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . (601,855) (225,634)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . 116,260 --
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . -- 54,962
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . 43,122 6,823
Tenant security deposits . . . . . . . . . . . . . . . . . . . (84,547) (204)
------------ -----------
Net cash provided by (used in) operating activities. . . . 5,472,739 5,357,734
------------ -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term
investments. . . . . . . . . . . . . . . . . . . . . . . . . . -- (4,058,401)
Additions to investment properties,
net of related payables in 1995. . . . . . . . . . . . . . . . (856,337) (998,593)
Partnership's distributions from unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,946,162 --
Payment of deferred expenses . . . . . . . . . . . . . . . . . . (82,796) (461,078)
------------ -----------
Net cash provided by (used in) investing activities. . . . 1,007,029 (5,518,072)
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . (349,599) (278,634)
Advances from affiliate. . . . . . . . . . . . . . . . . . . . . -- (435,000)
Venture partners' contributions to venture . . . . . . . . . . . 100,648 41,236
Distributions to venture partners. . . . . . . . . . . . . . . . (1,491,392) (1,154,400)
Distributions to limited partners. . . . . . . . . . . . . . . . (4,289,229) (953,162)
------------ -----------
Net cash provided by (used in) financing activities. . . . (6,029,572) (2,779,960)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . . 450,196 (2,940,298)
Cash and cash equivalents, beginning of year . . . . . . . 21,456,552 8,222,359
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . .$ 21,906,748 5,282,061
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . .$ 4,331,502 4,563,673
============ ===========
Non-cash investing and financing activities. . . . . . . . . . .$ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995
which are included in the Partnership's 1995 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Statement of Financial Accounting Standards No. 121 was adopted by the
Partnership on January 1, 1996.
TRANSACTIONS WITH AFFILIATES
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 June 30, 1996 and for the six months ended June 30,
1996 and 1995 were as follows:
Unpaid at
June 30,
1996 1995 1996
-------- ------ -------------
Property management
and leasing fees. . . . . $ 37,486 35,608 --
Insurance commissions. . . 35,540 58,726 --
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 . . 66,225 61,892 59,622
-------- ------- ------
$139,251 156,226 59,622
======== ======= ======
In accordance with the subordination requirements of the Partnership
Agreement, the General Partners have deferred payment of their distri-
butions of net cash flow and sales proceeds from the Partnership. The
amount of such deferred distributions was approximately $7,942,000 as of
June 30, 1996. All amounts deferred or currently payable do not bear
interest.
40 BROAD STREET
Occupancy at the 40 Broad Street property was approximately 78% as of
June 30, 1996. Tenant leases representing approximately 8% of the property
expire during the remainder of 1996, not all of whom are expected to renew.
In 1996, approximately $1,100,000 in tenant improvements and lease
commissions have been budgeted as a result of continued leasing efforts at
the property, of which the Partnership's share is approximately $754,000.
To date, approximately $208,000 in tenant improvements and lease
commissions have been incurred, of which the Partnership's share is
approximately $143,000. The downtown New York City market remains
extremely competitive due to the significant amount of space available.
SAN JOSE
As previously reported in March 1996, the sale of one of the parking
structures to the Redevelopment Agency of the City of San Jose was
consummated. Under the transfer agreement, San Jose received replacement
parking spaces for its tenants in a near-by city-owned parking structure
for a term of fifty-five years in addition to the aforementioned purchase
price of $4,090,000. San Jose will recognize a gain of approximately
$2,036,000 and $1,800,000, respectively, for financial reporting and
Federal income tax purposes in 1996, of which approximately $1,018,000 and
$900,000, respectively, will be allocable to the Partnership.
During December 1995, San Jose entered into a non-binding letter of
intent for the sale of the 190 San Fernando Building to an independent
third party. In March 1996, the sale was consummated. The sale price of
the building was $1,753,000, paid in cash at closing. San Jose will
recognize a gain of approximately $789,000 for financial reporting purposes
in 1996, of which approximately $394,500 will be allocable to the
Partnership. San Jose will recognize a loss of approximately $12,000 for
Federal income tax purposes in 1996 of which approximately $6,000 will be
allocable to the Partnership.
The 190 Building and garage were classified as held for sale or
disposition as of January 1, 1996 and therefore have not been subject to
continued depreciation. The accompanying consolidated financial statements
include the Partnership's share of operations of unconsolidated ventures
which include approximately $20,000 and $46,000 of operations of such
properties for the six months ended June 30, 1996 and 1995. Such assets
had a net carrying value of approximately $3,006,000 at December 31, 1995.
As of the date of this report, San Jose has completed a voluntary
upgrade to the 130 Park Center Plaza building and the parking garage below
the 100-130 buildings for seismic purposes. The cost of the structural
upgrade was approximately $1,200,000 of which the Partnership's share was
approximately $600,000.
PLAZA HERMOSA SHOPPING CENTER
Occupancy at Plaza Hermosa at June 30, 1996 was approximately 93%.
However, included in the occupancy is a tenant, currently in bankruptcy,
whose lease had expired in 1995 (approximately 6,800 square feet or 7% of
the property) but remains in the center and pays rent pursuant to its
original lease terms on a month-to-month basis. In addition, new leases
will likely require expenditures for lease commissions and tenant
improvements prior to tenant occupancy. These anticipated costs upon re-
leasing will result in a decrease in cash flow from operations over the
near-term.
FIRST FINANCIAL
In August 1996, the joint venture entered into a contract with an
unaffiliated third-party to sell its interest in the First Financial office
building for a sale price of $37,900,000, before selling expenses and
prorations. Approximately $13,200,000 is due at closing (which includes
the assumption by the buyer of the mortgage loan with a current balance of
approximately $24,700,000). The sale is expected to close during the third
quarter of 1996 and is subject to several contingencies, including the
mortgage lender's approval. There can be no assurance that the sale of the
property will be consummated, nor can there by any assurance that the sale
will be consummated under the terms outlined above. The sale, if
consummated, would result in a gain for Federal income tax and financial
reporting purposes.
From 1996 through 1998, leases at the First Financial office building
representing 38%, excluding Pepperdine University, of the rentable square
footage are scheduled to expire, not all of which are expected to renew.
Pepperdine University recently executed a lease renewal of its space of
approximately 32,000 square feet, which represents 15% of the building's
net rentable area, prior to its December 1996 lease expiration. In
addition, new leases will likely require expenditures for lease commissions
and tenant improvements prior to tenant occupancy. Occupancy decreased
since December 31, 1995 primarily due to two tenants moving out prior to
the expiration of their leases, but such tenants are current with respect
to their lease obligations.
In order to finalize the two year loan extension of the property's
mortgage loan that occurred in November 1995, the Partnership and its
affiliated partner advanced in late 1995 approximately $4.1 million
(approximately $2.6 million by the Partnership) to the joint venture to
fund the required principal paydown and related loan fees. A capital call
had been made on the unaffiliated joint venture partner for its share of
the total required amount: however, the unaffiliated joint venture partner
indicated that it did not intend to fund its required share. The
Partnership and its affiliated partner reached an agreement with the
unaffiliated partner to modify the joint venture agreement. The
unaffiliated partner has become a limited partner as a result of this
modification.
The property was classified as held for sale or disposition as of
April 1, 1996, and therefore, has not been subject to continued
depreciation. The accompanying consolidated financial statements include
$1,436,683 and $1,477,903 of revenues and $1,465,525 and $1,649,995 of
operating expenses for the three months ended June 30, 1996 and June 30,
1995, respectively.
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 June 30, 1996
and for the three and six months ended June 30, 1996 and 1995.
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning certain of the
Partnership's investments.
During the second quarter some of the Limited Partners in the
Partnership received from an unaffiliated third party an unsolicited tender
offer to purchase up to 9,169 Interests in the Partnership at between $150
and $170 per Interest. The Partnership recommended against acceptance of
this offer on the basis that, among other things, the offer price was
inadequate. In June such offer expired with approximately 2,009 Interests
being purchased by such unaffiliated third party pursuant to such offer.
In addition, the Partnership has, from time to time, received inquiries
from other third parties that may consider making offers for Interests,
including requests for the list of Limited Partners in the Partnership.
These inquiries are generally preliminary in nature. 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 any additional potential tender offers for
Interests. Expenses incurred in connection with the previous tender offers
and additional potential tender offers for Interests are expected to
increase Partnership operating expenses in the third quarter.
As of June 30, 1996, the Partnership had consolidated cash and cash
equivalents of approximately $21,907,000, of which approximately
$18,428,000 is held by the Partnership. Of the remaining $3,479,000 (held
by the Partnership's consolidated joint ventures) approximately $2,139,000
represents the Partnership's share of undistributed cash. These funds and
the Partnership's cash are available for distributions to partners, tenant
improvements, leasing commissions, and other expenditures including its
share of the costs for a possible expansion and mall enhancement at Topanga
Plaza Shopping Center and/or to reduce the letter of credit enhancing the
$6,400,000 loan at Plaza Hermosa Shopping Center as such letter of credit
will require renegotiation or reissuance upon its expiration in December
1997.
In an effort to reduce partnership operating expenses, the Partnership
will make semi-annual rather than quarterly distributions of available
operating cash flow commencing with the 1996 distributions. After
reviewing the remaining properties and the marketplaces in which they
operate, the General Partners of the Partnership expect to be able to
conduct an orderly liquidation of its remaining investment portfolio as
quickly as practicable. Therefore, the affairs of the Partnership are
expected to be wound up no later than December 31, 1999 (sooner if the
properties are sold in the near-term), barring unforeseen economic
developments.
RESULTS OF OPERATIONS
The increase in buildings and improvements at June 30, 1996 as
compared to December 31, 1995 is due to tenant improvements at the First
Financial, 40 Broad Street and Topanga Plaza investment properties.
The decrease in investment in unconsolidated ventures, at equity at
June 30, 1996 as compared to December 31, 1995 is due to the receipt of
approximately $3,600,000 in distributions from the Partnership's
unconsolidated ventures, partially offset by approximately $1,600,000
representing the Partnership's share of income accrued from such
unconsolidated ventures.
The decrease in accounts payable at June 30, 1996 as compared to
December 31, 1995 is primarily due to the payment in 1996 of certain
earthquake repair costs at Topanga Plaza.
The decrease in venture partners' subordinated equity in ventures at
June 30, 1996 as compared to December 31, 1995 is primarily due to net
distributions of approximately $1,200,000 to the venture partners.
Depreciation expense decreased for the three and six months ended June
30, 1996 as compared to the three and six months ended June 30, 1995
primarily due to the provision for value impairment recorded at the Plaza
Hermosa investment property at September 30, 1995.
The increases in general and administrative expenses for the three and
six months ended June 30, 1996 as compared to the three and six months
ended June 30, 1995 are attributable primarily to the timing of the
recognition of costs for certain outsourcing services, the recognition of
certain prior year reimbursable costs to affiliates of the General Partners
and the timing of the recognition of certain printing costs in 1996.
The decrease in Partnership's share of operations of unconsolidated
ventures for the three and six months ended June 30, 1996 as compared to
the three and six months ended June 30, 1995 is primarily due to a
refurbishment and modernization in 1996 of the San Jose investment
properties' fire safety systems.
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 San Jose investment property.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties.
<CAPTION>
1995 1996
-------------------------------------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Park Center Financial
Plaza (3) (3)
San Jose, California . . . 74% 77% 76% 77% 85% 85%
2. Topanga Plaza
Los Angeles, California. . 95% 96% 96% 98% 98% 94%
3. 40 Broad Street
New York, New York . . . . 76% 77% 77% 77% 75% 78%
4. Plaza Hermosa
Shopping Center (2) (2) (2)
Hermosa Beach, California. 93% 93% 95% 93% 95% 93%
5. First Financial Plaza
Encino (Los Angeles),
California (1) . . . . . . 89% 86% 88% 89% 82% 83%
<FN>
(1) The percentage represents physical occupancy. Mitsubishi (8,109 square feet) vacated its space in
July 1993 prior to its lease expiration of January 1997 and continues to pay rent pursuant to its lease
obligation.
(2) The percentage represents physical occupancy. Approximately 6,800 square feet is occupied by a
tenant now in bankruptcy whose lease expired during 1995 but continues to occupy its space pursuant to its
original lease terms.
(3) Occupancy is now based on 410,000 square feet rather than 432,000 square feet due to the sale of
the 190 San Fernando building in March 1996.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3-A. The Prospectus of the Partnership dated August
23, 1985 as supplemented December 9, 1985 and January 10, pursuant to Rules
424 (b) and 424 (c), as filed with the Commission 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. 0-16108) 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. 0-16108) dated March
19, 1993.
3-C. Acknowledgement of rights and duties of the
General Partners of the Partnership between ABPP Associates, L.P. (a
successor Associated General Partner of the Partnership) and JMB Realty
Corporation as of December 31, 1995 is filed herewith.
4-A. Mortgage loan agreement between Topanga and
Connecticut General Life Insurance Company dated January 31, 1992 relating
to Topanga Plaza in Los Angeles, California is hereby incorporated herein
by reference to Exhibit 4-A to the Partnership's report for December 31,
1992 on Form 10-K (File No. 0-16108) dated March 19, 1993.
4-B. Amended and restated mortgage loan agreement
between First Financial and The Prudential Insurance Company of America
dated November 21, 1995 relating to First Financial Plaza in Encino,
California is hereby incorporated herein by reference to the Partnership's
report for December 31, 1995 on Form 10-K (File No. 0-16108) dated March
25, 1996.
4-C. Mortgage loan modification agreement between
Topanga and Connecticut General Life Insurance dated January 31, 1993
relating to Topanga Plaza in Los Angeles, California is hereby incorporated
herein by reference to Exhibit 4 of the Partnership's report on Form 10-Q
(File No. 0-16108) dated November 11, 1993.
4-D. Letter of credit agreement between JMB Income
Properties, Ltd-XII and Dresdner Bank AG dated November 15, 1994 relating
to the letter of credit extension at Plaza Hermosa is hereby incorporated
herein by reference to the Partnership's report on Form 10-K (File No. 0-
16108) dated March 27, 1995.
4-E. 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 is
hereby incorporated herein by reference to the Partnership's report on Form
10-K (File No. 0-16108) dated March 27, 1995.
10-A. Acquisition documents including the venture
agreement relating to the purchase by the Partnership of Topanga Plaza in
Los Angeles, California, are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 0-16108) dated December 31,
1985.
10-B. Acquisition documents including the venture
agreement relating to the purchase by the Partnership of First Financial
Plaza in Encino, California are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 0-16108) dated June 3, 1987.
10-C. Acquisition documents including the venture
agreement relating to the purchase by the Partnership of 40 Broad Street in
New York, New York, are hereby incorporated by reference to the
Partnership's report on Form 8-K (File No. 0-16108) dated December 31,
1985.
10-D. Third Amendment to amended and restated
partnership agreement of JMB Encino Partnership L.P. dated April 24, 1996
between JMB First Financial Associates and JMB Encino Partnership are
hereby incorporated by reference to the Partnership's report on Form 10-Q
(File No. 0-16108) dated May 10, 1996.
27. Financial Data Schedule
(b) Reports on Form 8-K
The following reports on Form 8-K were filed since
the beginning of the last quarter of the period covered by this report.
(i) None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - XII
BY: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date:August 9, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date:August 9, 1996
EXHIBIT 3-C
JMB INCOME PROPERTIES, LTD.-XII
ACKNOWLEDGEMENT
This Acknowledgement is made and executed as of the 31st day of
December, 1995 by ABPP Associates, L.P., a limited partnership organized
under the laws of the State of Illinois ("ABPP"), and JMB Realty
Corporation, a Delaware corporation ("JMBRC").
WHEREAS, ABPP has acquired by assignment all of the assets of Income
Associates-XII, L.P., an Illinois limited partnership ("Income-XII"), which
has served as the Associate General Partner of JMB Income Properties, Ltd.-
XII, an Illinois limited partnership (the "Partnership"), and ABPP has
elected to continue the business of Income-XII and has agreed to continue
as the Associate General Partner of the Partnership; and
WHEREAS, JMBRC has agreed to continue as the Managing General Partner
of the Partnership.
NOW, THEREFORE, the parties hereby agree and acknowledge as follows:
1. ABPP and JMBRC both shall continue as general partners of the
Partnership, each with all of the rights and powers of general partners
therein, as set forth in the agreement of limited partnership of the
Partnership, as amended to date (the "Partnership Agreement") and in the
Revised Uniform Limited Partnership Act of the State of Illinois, and the
Partnership and its business shall be continued in all respects.
2. ABPP hereby agrees that it is a signatory to the Partnership
Agreement, together with JMBRC, and adopts and agrees to be bound by all of
the provisions of the Partnership Agreement, as amended from time to time
in accordance with the provisions of the Partnership Agreement.
3. ABPP and JMBRC agree that JMBRC is hereby authorized and
empowered, on behalf of ABPP, JMBRC, the Partnership or any of the
foregoing, to execute any and all documents, enter into any and all
agreements, or take any and all other actions (in each case in accordance
with and subject to the terms of the Partnership Agreement), in the name of
the Partnership or otherwise, as shall be necessary or appropriate in
connection with the business of the Partnership at any time. It is further
understood and agreed that the Chairman, President or any Vice President of
JMBRC (including any partner of ABPP who is Chairman, President or Vice
President of JMBRC) may act for and in the name of JMBRC in the exercise by
JMBRC of any of its rights and powers hereunder. In dealing with JMBRC (or
the Chairman, President or any Vice President thereof) so acting on behalf
of ABPP, JMBRC or the Partnership, no person shall be required to inquire
into the authority of JMBRC or such individual to bind the Partnership.
Persons dealing with the Partnership are entitled to rely conclusively upon
the power and authority of JMBRC (and of the Chairman, President or any
Vice President of JMBRC) as set forth herein.
4. ABPP and JMBRC agree to take any and all other actions as shall
be necessary or appropriate to reflect the continuation of the
Partnership's business, including the filing with any agency of any
document which shall be necessary or appropriate in connection therewith.
5. Nothing contained herein or contemplated hereby shall be deemed
to render ABPP or JMBRC liable for any obligations for which they would
otherwise not be liable as general partners of the Partnership.
IN WITNESS WHEREOF, the parties hereto have executed this
Acknowledgement as of the date first above written.
ABPP ASSOCIATES, L.P.
By: JMB Realty Corporation
General Partner
By: ______________________
Its:
JMB REALTY CORPORATION
By: ______________________
Its:
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE SIX MONTHS ENDED JUNE 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 21,906,748
<SECURITIES> 0
<RECEIVABLES> 3,616,537
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 25,523,285
<PP&E> 189,986,742
<DEPRECIATION> 54,846,233
<TOTAL-ASSETS> 174,534,089
<CURRENT-LIABILITIES> 2,942,020
<BONDS> 88,254,333
<COMMON> 0
0
0
<OTHER-SE> 62,087,247
<TOTAL-LIABILITY-AND-EQUITY>174,534,089
<SALES> 14,569,471
<TOTAL-REVENUES> 15,306,620
<CGS> 0
<TOTAL-COSTS> 9,508,115
<OTHER-EXPENSES> 410,642
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,447,762
<INCOME-PRETAX> 940,101
<INCOME-TAX> 0
<INCOME-CONTINUING> 977,192
<DISCONTINUED> 1,412,610
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,389,802
<EPS-PRIMARY> 12.32
<EPS-DILUTED> 12.32
</TABLE>
