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 #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
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. . . . . . . . . . . . . . . . . . . . $ 22,629,094 22,821,808
Rents and other receivables, net of allowance for
doubtful accounts of $124,040 at March 31,
1997 and $255,866 at December 31, 1996 . . . . . . . . . . . . 1,873,408 1,650,108
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . 376,570 282,111
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . 1,129,563 1,053,916
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . . . 26,008,635 25,807,943
------------ -----------
Investment property, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,765,194 1,765,194
Buildings and improvements . . . . . . . . . . . . . . . . . . . 23,142,757 22,602,302
------------ -----------
24,907,951 24,367,496
Less accumulated depreciation. . . . . . . . . . . . . . . . . . 15,036,821 14,873,703
------------ -----------
Property held for investment, net of
accumulated depreciation . . . . . . . . . . . . . . . . 9,871,130 9,493,793
Properties held for sale or disposition. . . . . . . . . . . . . 90,849,483 90,811,933
------------ -----------
Total investment properties. . . . . . . . . . . . . . . . 100,720,613 100,305,726
Investment in unconsolidated ventures, at equity . . . . . . . . . 5,187,502 4,848,158
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . 6,354,229 6,491,467
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . 1,379,756 1,220,651
------------ -----------
$139,650,735 138,673,945
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS
------------------------------------------
MARCH 31, DECEMBER 31,
1997 1996
------------- -----------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . . . $ 470,262 458,557
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . 1,565,166 1,601,488
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . 537,681 503,951
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . . 80,521 595,723
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . . . 2,653,630 3,159,719
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . 238,645 200,990
Long-term debt, less current portion . . . . . . . . . . . . . . . 63,508,679 63,630,727
------------ -----------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . . . 66,400,954 66,991,436
Venture partners' subordinated equity in ventures. . . . . . . . . 16,541,992 16,922,369
Partners' capital accounts:
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . . . . 11,123 11,123
Cumulative net earnings (losses) . . . . . . . . . . . . . . . 993,513 915,607
------------ -----------
1,004,636 926,730
------------ -----------
Limited partners (189,684 interests):
Capital contributions, net of offering costs . . . . . . . . . 171,306,452 171,306,452
Cumulative net earnings (losses) . . . . . . . . . . . . . . . (22,430,677) (24,300,420)
Cumulative cash distributions. . . . . . . . . . . . . . . . . (93,172,622) (93,172,622)
------------ -----------
55,703,153 53,833,410
------------ -----------
Total partners' capital accounts . . . . . . . . . . . . . 56,707,789 54,760,140
------------ -----------
$139,650,735 138,673,945
============ ===========
<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 MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,898,110 7,435,027
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . 310,288 291,413
----------- ----------
7,208,398 7,726,440
----------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . . . . . . . . . 1,557,394 2,087,432
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,118 1,380,551
Property operating expenses. . . . . . . . . . . . . . . . . . . . . 2,493,304 3,136,030
Professional services. . . . . . . . . . . . . . . . . . . . . . . . 76,517 93,703
Amortization of deferred expenses. . . . . . . . . . . . . . . . . . 276,026 298,688
General and administrative . . . . . . . . . . . . . . . . . . . . . 112,112 100,495
----------- ----------
4,678,471 7,096,899
----------- ----------
Operating earnings (loss). . . . . . . . . . . . . . . . . . . 2,529,927 629,541
Partnership's share of operations of
unconsolidated ventures. . . . . . . . . . . . . . . . . . . . . . . 339,344 151,783
Venture partners' share of consolidated ventures'
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (921,622) (198,353)
----------- ----------
Net operating earnings (loss). . . . . . . . . . . . . . . . . 1,947,649 582,971
Partnership's share of gain on sale
of investment properties of
unconsolidated venture . . . . . . . . . . . . . . . . . . . . . . . -- 1,412,610
----------- ----------
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . $ 1,947,649 1,995,581
=========== ==========
<PAGE>
JMB INCOME PROPERTIES, LTD. - XII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
1997 1996
------------ -----------
Net earnings (loss) per limited
partnership interest:
Net operating earnings (loss). . . . . . . . . . . . . . . . $ 9.86 2.95
Partnership's share of gain on
sale of investment properties
of unconsolidated venture. . . . . . . . . . . . . . . . . -- 7.15
----------- ----------
Net earnings (loss). . . . . . . . . . . . . . . . . . . $ 9.86 10.10
=========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 2.50
=========== ==========
<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
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<CAPTION> 1997 1996
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . . . . . . . . . $ 1,947,649 1,995,581
Items not requiring (providing) cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . 163,118 1,380,551
Amortization of deferred expenses. . . . . . . . . . . . . . . . . 276,026 298,688
Partnership's share of operations of unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . (339,344) (151,783)
Partnership's share of gain on sale of investment
properties of unconsolidated venture . . . . . . . . . . . . . . -- (1,412,610)
Venture partners' share of consolidated ventures' operations . . . 921,622 198,353
Changes in:
Rents and other receivables. . . . . . . . . . . . . . . . . . . . (223,300) (7,529)
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . (94,459) (372,911)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . . . (75,647) (37,026)
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . (159,105) 130,565
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . (36,322) (387,812)
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . 33,730 82,160
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . -- 180,481
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . . . (515,202) 135
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . 37,655 (58,164)
------------ -----------
Net cash provided by (used in) operating activities. . . . . . 1,936,421 1,838,679
------------ -----------
Cash flows from investing activities:
Additions to investment properties . . . . . . . . . . . . . . . . . (578,005) (494,704)
Partnership's distributions from unconsolidated
ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 1,713,000
Payment of deferred expenses . . . . . . . . . . . . . . . . . . . . (138,787) (64,895)
------------ -----------
Net cash provided by (used in) investing activities. . . . . . (716,792) 1,153,401
------------ -----------
<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 . . . . . . . . . . . . . . . . (110,343) (158,135)
Distributions to venture partners. . . . . . . . . . . . . . . . . . (1,302,000) (294,000)
Distributions to limited partners. . . . . . . . . . . . . . . . . . -- (476,581)
------------ -----------
Net cash provided by (used in) financing activities. . . . . . (1,412,343) (928,716)
------------ -----------
Net increase (decrease) in cash and cash equivalents . . . . . (192,714) 2,063,364
Cash and cash equivalents, beginning of year . . . . . . . . . 22,821,808 21,456,552
------------ -----------
Cash and cash equivalents, end of period . . . . . . . . . . . $ 22,629,094 23,519,916
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . . . $ 1,523,664 2,005,272
============ ===========
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
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 ("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 net results of operations for the three months ended March 31,
1997 and 1996 for consolidated properties classified as held for sale or
disposition or sold or disposed of during the past two years were
$1,324,195 and $262,297, respectively. In addition, the accompanying
consolidated financial statements include $339,344 and $151,783,
respectively, of the Partnership's share of total property operations of
$678,688 and $303,566 for the three months ended March 31, 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.
TRANSACTIONS WITH AFFILIATES
The Partnership, pursuant to the Partnership Agreement, is permitted
to engage in various transactions involving the Managing General Partner
and its affiliates, including the reimbursement for salaries and salary-
related expenses of its employees, certain of its officers, and other
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's investments. Fees, commissions and other
expenses required to be paid by the Partnership to the General Partners and
their affiliates as of March 31, 1997 and for the three months ended March
31, 1997 and 1996 were as follows:
<PAGE>
Unpaid at
March 31,
1997 1996 1997
------- ------ -------------
Property management
and leasing fees. . . . . . $21,470 23,411 --
Insurance commissions. . . . -- 9,399 --
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 . . . 14,530 3,914 14,530
------- ------- ------
$36,000 36,724 14,530
======= ======= ======
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 three months ended
March 31, 1997 and 1996 were approximately $6,800 and $7,300, respectively,
all of which has been paid at March 31, 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 $8,049,000 as
of March 31, 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 is 82% occupied and 89% leased at March 31, 1997. The
property is budgeted to produce a nominal amount of cash flow for the
Partnership and its affiliated partner in 1997.
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. The venture will incur significant tenant improvement and lease
commission costs associated with this transaction, offset partially by a
lease termination fee paid by Hopkins & Carley.
<PAGE>
PLAZA HERMOSA SHOPPING CENTER
Occupancy at the Plaza Hermosa Shopping Center remained at 91% during
the first quarter of 1997. However, included in the occupancy percentage
is a tenant, who filed for bankruptcy and 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. Pursuant to the bankruptcy code, the tenant reorganized
effective January 31, 1997. The Partnership is currently in negotiations
with the tenant to renew its lease on a long-term basis. 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 is currently in negotiations to collect a
majority of the amounts owed. The Partnership is negotiating with a
replacement tenant for this location. New leases may likely require
expenditures for lease commissions and tenant improvements prior to tenant
occupancy. These anticipated costs upon re-leasing result in a decrease in
cash flow from operations over the near-term. The Partnership is actively
marketing the property for sale.
Subsequent to the end of the quarter, the Partnership executed a non-
binding letter of intent with an unaffiliated third party to sell the
property. The letter of intent is subject to numerous contingencies and
there can be no assurance that a sale will be consummated.
TOPANGA PLAZA
The property is budgeted to produce cash flow for the Partnership in
1997. Sales at the center during 1996 and early 1997 were 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.
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 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 certain of the
Partnership's investments.
Beginning in the second quarter of 1996 and through the first 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. One such offer remains open and is currently scheduled to
expire in June 1997. As of the date of this report, the Partnership is
aware that 2.55% 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 March 31, 1997, the Partnership had consolidated cash and cash
equivalents of approximately $22,629,000, of which approximately
$20,014,000 is held by the Partnership. Of the remaining $2,615,000 (held
by the Partnership's consolidated joint ventures), approximately $1,610,000
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 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 (sooner if the
properties are sold in the near-term), 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 rents and other receivables at March 31, 1997 as
compared to December 31, 1996 is primarily due to the timing of receipt of
certain tenant receivables at the Topanga Plaza investment property.
<PAGE>
The increase in prepaid expenses at March 31, 1997 as compared to
December 31, 1996 is primarily due to the payment, as scheduled, of real
estate taxes in 1997 of approximately $244,000 at the 40 Broad Street
investment property. This increase is partially offset by the reduction of
approximately $150,000 in 1996 of prepaid insurance expenses at the Topanga
Plaza investment property.
The decrease in unearned rents at March 31, 1997 as compared to
December 31, 1996 is primarily due to the prepayment of approximately
$520,000 of rental income by tenants in 1996 at the Topanga Plaza
investment property.
The decrease in rental income for the three months ended March 31,
1997 as compared to the three months ended March 31, 1996 is substantially
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 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 months ended March
31, 1997 as compared to the three months ended March 31, 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 months ended March 31, 1997 as compared to the three
months ended March 31, 1996 is primarily due to the unconsolidated San Jose
venture 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 consolidated ventures'
operations for the three months ended March 31, 1997 as compared to the
three months ended March 31, 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 the quarter 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%
2. Topanga Plaza
Los Angeles, California. . . 98% 94% 98% 98% 97%
3. 40 Broad Street
New York, New York . . . . . 75% 78% 81% 74% 82%
4. Plaza Hermosa
Shopping Center
Hermosa Beach, California. . 95% 93% 92% 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: 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>
<CIK> 0000765813
<NAME> JMB INCOME PROPERTIES, LTD. - XII
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 22,629,094
<SECURITIES> 0
<RECEIVABLES> 3,379,541
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 26,008,635
<PP&E> 24,907,951
<DEPRECIATION> 15,036,821
<TOTAL-ASSETS> 139,650,735
<CURRENT-LIABILITIES> 2,653,630
<BONDS> 63,508,679
<COMMON> 0
0
0
<OTHER-SE> 56,707,789
<TOTAL-LIABILITY-AND-EQUITY>139,650,735
<SALES> 6,898,110
<TOTAL-REVENUES> 7,208,398
<CGS> 0
<TOTAL-COSTS> 2,932,448
<OTHER-EXPENSES> 188,629
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,557,394
<INCOME-PRETAX> 2,529,927
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,947,649
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,947,649
<EPS-PRIMARY> 9.86
<EPS-DILUTED> 9.86
</TABLE>
