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, 1997 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
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . 12
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K. . . . . . 15
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS
JUNE 30, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
ASSETS
------
<CAPTION>
JUNE 30, DECEMBER 31,
1997 1996
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . $ 23,865,034 22,821,808
Rents and other receivables, net of allowance for
doubtful accounts of $72,580 at June 30,
1997 and $255,866 at December 31, 1996 . . . . . . . . . . 1,413,165 1,650,108
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 8,246 282,111
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . 1,148,183 1,053,916
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . 26,434,628 25,807,943
------------ -----------
Investment property, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,765,194 1,765,194
Buildings and improvements . . . . . . . . . . . . . . . . . 23,171,607 22,602,302
------------ -----------
24,936,801 24,367,496
Less accumulated depreciation. . . . . . . . . . . . . . . . 15,202,196 14,873,703
------------ -----------
Property held for investment, net of
accumulated depreciation . . . . . . . . . . . . . . 9,734,605 9,493,793
Properties held for sale or disposition. . . . . . . . . . . 90,932,969 90,811,933
------------ -----------
Total investment properties. . . . . . . . . . . . . . 100,667,574 100,305,726
Investment in unconsolidated ventures, at equity . . . . . . . 5,636,351 4,848,158
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 6,138,867 6,491,467
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 1,525,229 1,220,651
------------ -----------
$140,402,649 138,673,945
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
JUNE 30, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . $ 482,266 458,557
Accounts payable . . . . . . . . . . . . . . . . . . . . . . 1,413,204 1,601,488
Accrued interest . . . . . . . . . . . . . . . . . . . . . . 502,849 503,951
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . 456,409 595,723
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . 2,854,728 3,159,719
Tenant security deposits . . . . . . . . . . . . . . . . . . . 212,462 200,990
Long-term debt, less current portion . . . . . . . . . . . . . 63,383,517 63,630,727
------------ -----------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . 66,450,707 66,991,436
Venture partners' subordinated equity in ventures. . . . . . . 16,775,532 16,922,369
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . 11,123 11,123
Cumulative net earnings (losses) . . . . . . . . . . . . . 1,050,195 915,607
------------ -----------
1,061,318 926,730
------------ -----------
Limited partners (189,684 interests):
Capital contributions, net of offering costs . . . . . . . 171,306,452 171,306,452
Cumulative net earnings (losses) . . . . . . . . . . . . . (21,070,318) (24,300,420)
Cumulative cash distributions. . . . . . . . . . . . . . . (94,121,042) (93,172,622)
------------ -----------
56,115,092 53,833,410
------------ -----------
Total partners' capital accounts . . . . . . . . . . . 57,176,410 54,760,140
------------ -----------
$140,402,649 138,673,945
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------------------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . $ 5,776,565 7,134,444 12,674,675 14,569,471
Interest income. . . . . . . . . . . . . 289,035 278,627 599,323 570,040
----------- ---------- ---------- ----------
6,065,600 7,413,071 13,273,998 15,139,511
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . . 1,487,344 2,193,221 3,044,738 4,280,653
Depreciation . . . . . . . . . . . . . . 165,375 1,074,926 328,493 2,455,477
Property operating expenses. . . . . . . 2,228,212 3,298,310 4,721,516 6,434,340
Professional services. . . . . . . . . . 92,831 61,157 169,348 154,860
Amortization of deferred expenses. . . . 302,465 319,610 578,491 618,298
General and administrative . . . . . . . 167,640 155,287 279,752 255,782
----------- ---------- ---------- ----------
4,443,867 7,102,511 9,122,338 14,199,410
----------- ---------- ---------- ----------
Operating earnings (loss). . . . . 1,621,733 310,560 4,151,660 940,101
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . 448,849 77,446 788,193 229,229
Venture partners' share of
ventures' operations . . . . . . . . . . (653,541) 6,215 (1,575,163) (192,138)
----------- ---------- ---------- ----------
Net operating earnings (loss). . . 1,417,041 394,221 3,364,690 977,192
Partnership's share of gain on
sale of investment properties
of unconsolidated venture. . . . . . . . -- -- -- 1,412,610
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . $ 1,417,041 394,221 3,364,690 2,389,802
=========== ========== ========== ==========
<PAGE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
----------------------------------------------------
1997 1996 1997 1996
----------- ---------- ----------- ----------
Net earnings (loss) per
limited partnership interest:
Net operating earnings (loss). . $ 7.17 2.00 17.03 4.95
Partnership's share of gain
on sale of investment
properties of uncon-
solidated venture. . . . . . . -- -- -- 7.37
----------- ---------- ---------- ----------
Net earnings (loss). . . . . $ 7.17 2.00 17.03 12.32
=========== ========== ========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . $ 5.00 20.00 5.00 22.50
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<CAPTION> 1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . .$ 3,364,690 2,389,802
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . 328,493 2,455,477
Amortization of deferred expenses. . . . . . . . . . . . . . . 578,491 618,298
Partnership's share of operations of unconsolidated
ventures, net of distributions . . . . . . . . . . . . . . . (788,193) 1,412,609
Partnership's share of gain on sale of investment
properties of unconsolidated venture . . . . . . . . . . . . -- (1,412,610)
Venture partners' share of ventures' operations. . . . . . . . 1,575,163 192,138
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . 236,943 33,407
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . 273,865 130,133
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . (94,267) (76,804)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . (304,578) 257,309
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . (188,284) (601,855)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . (1,102) 116,260
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . (139,314) 43,122
Tenant security deposits . . . . . . . . . . . . . . . . . . . 11,472 (84,547)
------------ -----------
Net cash provided by (used in) operating activities. . . . 4,853,379 5,472,739
------------ -----------
Cash flows from investing activities:
Additions to investment properties . . . . . . . . . . . . . . . (690,341) (856,337)
Partnership's distributions from unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,946,162
Payment of deferred expenses . . . . . . . . . . . . . . . . . . (225,891) (82,796)
------------ -----------
Net cash provided by (used in) investing activities. . . . (916,232) 1,007,029
------------ -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1997 1996
------------ -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . (223,501) (349,599)
Venture partners' contributions to venture . . . . . . . . . . . -- 100,648
Distributions to venture partners. . . . . . . . . . . . . . . . (1,722,000) (1,491,392)
Distributions to limited partners. . . . . . . . . . . . . . . . (948,420) (4,289,229)
------------ -----------
Net cash provided by (used in) financing activities. . . . (2,893,921) (6,029,572)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . . 1,043,226 450,196
Cash and cash equivalents, beginning of year . . . . . . . 22,821,808 21,456,552
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . .$ 23,865,034 21,906,748
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . .$ 3,045,840 4,331,502
============ ===========
Non-cash investing and financing activities. . . . . . . . . . .$ -- --
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 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 ("SFAS 121") "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of" 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 or dispose of 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.
The results of operations, net of venture partners' share of ventures'
operations, for the six months ended June 30, 1997 and 1996 for
consolidated properties classified as held for sale or disposition or sold
or disposed of during the past two years were $2,074,622 and $321,612,
respectively. In addition, the accompanying consolidated financial
statements include $788,193 and $229,229, respectively, of the
Partnership's share of total property operations of $1,576,388 and $458,456
for the six months ended June 30, 1997 and 1996, respectively, for
unconsolidated properties which are held for sale or disposition or have
been sold or disposed of during the past two years.
During the second quarter of 1997, Statements of Financial Accounting
Standards No. 128 ("Earnings per Share") and No. 129 ("Disclosure of
Information about Capital Structure") were issued. As the Partnership's
capital structure only has general and limited partnership interests, the
Partnership does not expect any significant impact on its consolidated
financial statements upon adoption of these standards when required at the
end of 1997.
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, 1997 and for the six months ended June 30,
1997 and 1996 were as follows:
<PAGE>
Unpaid at
June 30,
1997 1996 1997
-------- ------ -------------
Property management
and leasing fees. . . . . $ 45,166 37,486 --
Insurance commissions. . . 20,382 35,540 --
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 . . 29,060 66,225 26,151
-------- ------- ------
$ 94,608 139,251 26,151
======== ======= ======
Certain of the Partnership's properties are managed by affiliates of
the General Partners or their assignees for fees computed as a percentage
of certain rents received by the properties.
During 1994, certain officers and directors of the Managing General
Partner acquired interests in a company which provides certain property
management services to a property owned by the Partnership. The fees
earned by such company from the Partnership for the six months ended June
30, 1997 and 1996 were approximately $15,037 and $20,627, respectively, all
of which has been paid at June 30, 1997.
In accordance with the subordination requirements of the Partnership
Agreement, the General Partners have deferred payment of their
distributions of net cash flow and sales proceeds from the Partnership.
The amount of such deferred distributions was approximately $8,154,000 as
of June 30, 1997. 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. All amounts deferred or
currently payable do not bear interest.
40 BROAD STREET
The building's occupancy increased to 90% during the second quarter,
up from 82% at the end of the first quarter primarily due to the move-in of
Northern Trust Bank (13,338 square feet) and Info Image Inc. (7,420 square
feet). A majority of the remaining vacancy is contained on the upper
floors of the building. After payment of costs associated with recent
leasing, the building is expected to produce a small amount of cash flow
for the Partnership and its affiliated partner in 1997.
The 40 Broad Street venture has subsequently committed to a plan to
sell the property and has classified the remaining assets as held for sale
as of July 1, 1997 and these assets will therefore no longer be subject to
continued depreciation beyond such date.
SAN JOSE
In February 1997, the venture entered into a simultaneous lease
termination agreement with Hopkins & Carley in the 150 Almaden building and
a lease expansion agreement with Price Waterhouse, an existing tenant in
the building, to take the approximate 27,500 square feet occupied by
Hopkins & Carley which was scheduled to expire on December 31, 1998. The
terms of the Price Waterhouse expansion call for increased rent over that
in the Hopkins & Carley lease and an extended lease term until February
2005. Full occupancy by Price Waterhouse is scheduled to take place by the
end of the third quarter. The venture will incur approximately $700,000 in
tenant improvement and approximately $207,000 in lease commission costs
associated with this transaction, offset partially by a lease termination
fee of approximately $168,000 which has been paid by Hopkins & Carley.
<PAGE>
PLAZA HERMOSA SHOPPING CENTER
Occupancy at the Plaza Hermosa Shopping Center remained at 91% during
the second quarter of 1997. However, included in the occupancy percentage
is a tenant who filed for bankruptcy and whose lease expired in 1995
(approximately 6,800 square feet or 7% of the property), but remains in the
center and pays percentage rent pursuant to an amendment of its original
lease terms on a month-to-month basis. Pursuant to Chapter 11 of the
Federal bankruptcy code, the tenant reorganized effective January 31, 1997.
Additionally, a tenant vacated on December 31, 1996, prior to the
expiration of its lease (approximately 8,900 square feet or 9% of the
property) due to financial difficulties. The Partnership reached an
agreement with the tenant, whereby the tenant agreed to pay a lease
termination fee of approximately $201,000 which constituted a majority of
the amounts owed. To date, approximately $100,000 remains unpaid and is
scheduled to be collected upon the closing of the escrow with the
replacement tenant for this location. The Partnership recently executed a
lease with the replacement tenant for this location. Such closing is
anticipated to take place during the third quarter of 1997.
The Partnership is actively marketing the property for sale. In May
1997, the Partnership executed a non-binding letter of intent with an
unaffiliated third party to sell the property. Subsequently, in July, the
Partnership entered into a sale agreement with the unaffiliated buyer. The
agreement is subject to certain conditions (as defined in the sale
agreement) and there can be no assurance that a sale will be consummated on
any terms. If the property is sold under the proposed terms, the
Partnership would recognize a gain of approximately $4,700,000 and
$2,700,000 for financial reporting and Federal income tax purposes
respectively, in 1997, all of which will be allocable to the Partnership.
TOPANGA PLAZA
The property is budgeted to produce cash flow for the Partnership in
1997. Sales at the center during 1996 and early 1997 have been less than
1995 levels which were, in part, achieved prior to the reopening in August
1995 of a nearby competing mall which had been totally destroyed in the
earthquake on January 17, 1994.
During March 1997, Topanga received approximately $176,000 from The
Broadway. Such proceeds relate to the tenant's prorata share of expenses
and costs for repairs and restorations to the Topanga Plaza Shopping Center
following the 1994 earthquake.
Montgomery Ward, a major department store which owns its own facility,
filed for bankruptcy protection pursuant to Chapter 11 of the Federal
bankruptcy code on July 7, 1997. The store continues to operate and
fulfill its obligations under its operating agreement.
During July 1997, Topanga made a distribution of $200,000 of which the
Partnership's share was $116,000.
The Partnership is currently in discussions with the joint venture
partner to explore the possibility of the joint venture partner buying the
Partnership's interest in the venture. There can be no assurance that any
agreement will be reached in this regard.
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, 1997
and for the three and six months ended June 30, 1997 and 1996.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning certain of the
Partnership's investments.
Beginning in the second quarter of 1996 and through the second quarter
of 1997 some of the Limited Partners in the Partnership received from
unaffiliated third parties unsolicited tender offers to purchase up to 4.9%
of the Interests in the Partnership at prices ranging from between $150 and
$210 per Interest. The Partnership recommended against acceptance of these
offers on the basis that, among other things, the offer prices were
inadequate. All such offers have expired. As of the date of this report,
the Partnership is aware that 4.24% of the Interests in the Partnership
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. 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.
As of June 30, 1997, the Partnership had consolidated cash and cash
equivalents of approximately $23,865,000, of which approximately
$20,040,000 is held by the Partnership. Of the remaining $3,825,000 (held
by the Partnership's consolidated joint ventures), approximately $2,381,000
represents the Partnership's share of undistributed cash. These funds and
the Partnership's cash are available for distributions to partners, tenant
and capital 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 a possible reduction of
the letter of credit enhancing the $6,400,000 loan at the Plaza Hermosa
Shopping Center as such letter of credit will require renegotiation or
reissuance upon its expiration in December 1997. Although an agreement in
principle has been reached with the letter of credit holder to extend the
letter of credit to December 1999, there can be no assurance that such
extension will be finalized.
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, perhaps in the
1997-1998 timeframe, barring unforeseen economic developments.
RESULTS OF OPERATIONS
Significant variances between periods reflected in the accompanying
consolidated financial statements are primarily the result of the sale of
the First Financial Plaza office building in September 1996.
The increase in accrued rents receivable at June 30, 1997 as compared
to December 31, 1996 is primarily due to accrued rents on new leases
recently executed at the 40 Broad Street investment property.
<PAGE>
The decrease in rental income for the three and six months ended June
30, 1997 as compared to the three and six months ended June 30, 1996 is
primarily due to the sale of the First Financial Plaza office building in
September 1996. This decrease is partially offset by the receipt of
proceeds totaling approximately $176,000 during the first quarter of 1997
from The Broadway, relating to its pro rata share of expenses and costs for
repairs and restorations at the Topanga Plaza Shopping Center following the
earthquake in early 1994.
The decrease in depreciation expense for the three and six months
ended June 30, 1997 as compared to the three and six months ended June 30,
1996 is primarily due to the sale of the First Financial Plaza office
building in September 1996. In addition, the decrease is also due to the
Topanga Plaza and Plaza Hermosa investment properties being identified as
held for sale or disposition as of December 31, 1996 and therefore no
longer subject to depreciation beyond such date.
The increase in Partnership's share of operations of unconsolidated
ventures for the three and six months ended June 30, 1997 as compared to
the three and six months ended June 30, 1996 is primarily due to an
increase in earnings of the San Jose venture due to the San Jose properties
being identified as held for sale or disposition as of December 31, 1996
and therefore no longer subject to depreciation beyond such date.
The increase in venture partners' share of ventures' operations for
the three and six months ended June 30, 1997 as compared to the three and
six months ended June 30, 1996 is primarily due to the Topanga Plaza
investment property being identified as held for sale or disposition as of
December 31, 1996 and therefore no longer subject to depreciation beyond
such date. In addition, the increase is due to an increase in base rentals
as a result of tenant occupancies having increased during 1997 at the 40
Broad Street investment property. Such increase is also due to a reduction
in assessed real estate taxes for 1997 at the 40 Broad Street investment
property. However, this increase is partially offset by the sale of the
First Financial Plaza office building in September 1996.
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.
<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 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. Park Center Financial
Plaza
San Jose, California . . . 85% 85% 87% 85% 86% 87%
2. Topanga Plaza
Los Angeles, California. . 98% 94% 98% 98% 97% 98%
3. 40 Broad Street
New York, New York . . . . 75% 78% 81% 74% 82% 90%
4. Plaza Hermosa
Shopping Center
Hermosa Beach, California. 95% 93% 92% 91% 91% 91%
</TABLE>
<PAGE>
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 for December
31, 1992 on Form 10-K (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 for December 31, 1992 on Form 10-K (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 hereby incorporated herein by
reference to the Partnership's Report for June 30, 1996 on Form 10-Q (File
No. 0-16108) dated August 9, 1996.
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. 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 for September
30, 1993 on Form 10-Q (File No. 0-16108) dated November 11, 1993.
4-C. 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-D. 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.
<PAGE>
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 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.
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. - XII
BY: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date:August 8, 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:August 8, 1997
<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, 1997 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-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 23,865,034
<SECURITIES> 0
<RECEIVABLES> 2,569,594
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26,434,628
<PP&E> 24,936,801
<DEPRECIATION> 15,202,196
<TOTAL-ASSETS> 140,402,649
<CURRENT-LIABILITIES> 2,854,728
<BONDS> 63,383,517
<COMMON> 0
0
0
<OTHER-SE> 57,176,410
<TOTAL-LIABILITY-AND-EQUITY>140,402,649
<SALES> 12,674,675
<TOTAL-REVENUES> 13,273,998
<CGS> 0
<TOTAL-COSTS> 5,628,500
<OTHER-EXPENSES> 449,100
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,044,738
<INCOME-PRETAX> 4,151,660
<INCOME-TAX> 0
<INCOME-CONTINUING> 3,364,690
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,364,690
<EPS-PRIMARY> 17.03
<EPS-DILUTED> 17.03
</TABLE>
