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, 1996Commission file #000-19496
JMB INCOME PROPERTIES, LTD. - XIII
(Exact name of registrant as specified in its charter)
Illinois 36-3426137
(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 . . . . . . . . . 13
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K. . . . . . 17
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
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. . . . . . . . . . . . . . . . . . $ 17,062,022 13,599,171
Interest, rents and other receivables (net of allowance
for doubtful accounts of $36,905 in 1996 and
$38,235 in 1995) . . . . . . . . . . . . . . . . . . . . . 1,077,163 1,121,270
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . 26,537 68,901
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . 32,133 102,680
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . 18,197,855 14,892,022
Investment properties, at cost:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,300,842 21,300,842
Buildings and improvements . . . . . . . . . . . . . . . . . 69,635,974 69,439,819
------------ -----------
90,936,816 90,740,661
Less accumulated depreciation. . . . . . . . . . . . . . . . 17,732,846 16,583,348
------------ -----------
Total investment properties, net of
accumulated depreciation . . . . . . . . . . . . . . 73,203,970 74,157,313
Investment in unconsolidated ventures, at equity . . . . . . . 3,577,641 8,026,013
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . 733,343 741,184
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 1,662,864 1,666,682
------------ -----------
$ 97,375,673 99,483,214
============ ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . $ 302,425 291,589
Accounts payable . . . . . . . . . . . . . . . . . . . . . . 315,429 197,765
Accrued interest . . . . . . . . . . . . . . . . . . . . . . 195,856 196,729
Accrued real estate taxes. . . . . . . . . . . . . . . . . . 1,197,667 1,171,341
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . 543,438 612,082
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . 2,554,815 2,469,506
Tenant security deposits . . . . . . . . . . . . . . . . . . . 320,439 328,622
Long-term debt, less current portion . . . . . . . . . . . . . 25,992,667 26,146,638
------------ -----------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . 28,867,921 28,944,766
------------ -----------
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings (losses) . . . . . . . . . . . . 613,436 459,660
Cumulative cash distributions. . . . . . . . . . . . . . (1,570,739) (1,389,844)
------------ -----------
(937,303) (910,184)
------------ -----------
Limited partners (126,414 interests):
Capital contributions, net of offering costs . . . . . . 113,741,315 113,741,315
Cumulative net earnings (losses) . . . . . . . . . . . . 27,183,802 16,290,597
Cumulative cash distributions. . . . . . . . . . . . . . (71,480,062) (58,583,280)
------------ -----------
69,445,055 71,448,632
------------ -----------
Total partners' capital accounts (deficits). . . . . . 68,507,752 70,538,448
------------ -----------
$ 97,375,673 99,483,214
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
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. . . . . . . . . . . . . . $ 2,755,186 2,569,806 5,468,111 5,335,285
Interest income. . . . . . . . . . . . . 280,662 224,411 448,664 418,355
----------- ---------- ----------- ----------
3,035,848 2,794,217 5,916,775 5,753,640
----------- ---------- ----------- ----------
Expenses:
Mortgage and other interest. . . . . . . 587,607 593,165 1,177,334 1,187,510
Depreciation . . . . . . . . . . . . . . 575,288 622,185 1,149,498 1,244,370
Property operating expenses. . . . . . . 1,014,911 776,022 1,807,172 1,669,915
Professional services. . . . . . . . . . 45,221 50,282 117,872 137,416
Amortization of deferred expenses. . . . 43,549 52,081 87,099 102,679
General and administrative . . . . . . . 126,945 83,086 260,967 137,009
----------- ---------- ----------- ----------
2,393,521 2,176,821 4,599,942 4,478,899
----------- ---------- ----------- ----------
Operating earnings (loss). . . . . 642,327 617,396 1,316,833 1,274,741
Partnership's share of operations
from unconsolidated ventures . . . . . . 13,369 106,393 126,694 266,186
----------- ---------- ----------- ----------
Net operating earnings (loss). . . 655,696 723,789 1,443,527 1,540,927
Gain on sale of interest in
unconsolidated venture. . . . . . . . . . 9,603,454 -- 9,603,454 --
----------- ---------- ----------- ----------
Net earnings (loss). . . . . . . . $10,259,150 723,789 11,046,981 1,540,927
=========== ========== =========== ==========
Net earnings (loss) per
limited partnership
interest:
Net operating earnings . . . . . $ 4.98 5.50 10.96 11.70
Gain on sale of interest
in unconsolidated
venture . . . . . . . . . . . . 75.21 -- 75.21 --
----------- ---------- ----------- ----------
Net earnings (loss). . . . . . . . $ 80.19 5.50 86.17 11.70
=========== ========== =========== ==========
Cash distributions per
limited partnership
interest . . . . . . . . . . . . $ 90.00 11.00 101.00 22.00
=========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
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). . . . . . . . . . . . . . . . . . . . . . . $11,046,981 1,540,927
Items not requiring cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . 1,149,498 1,244,370
Amortization of deferred expenses. . . . . . . . . . . . . . . 87,099 102,679
Partnership's share of operations of unconsolidated
ventures, net of distributions . . . . . . . . . . . . . . . 28,044 (266,186)
Partnership's gain on sale of interest in
unconsolidated venture . . . . . . . . . . . . . . . . . . . (9,603,454) --
Changes in:
Interest, rents and other receivables. . . . . . . . . . . . . 44,107 254,960
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . 42,364 28,134
Accrued rents receivable . . . . . . . . . . . . . . . . . . . 3,818 (106,481)
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . 117,664 74,198
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . (873) (811)
Unearned rents . . . . . . . . . . . . . . . . . . . . . . . . (68,644) 169,463
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . 26,326 111,065
Tenant security deposits . . . . . . . . . . . . . . . . . . . (8,183) (10,673)
Escrow deposits. . . . . . . . . . . . . . . . . . . . . . . . 70,547 (150,369)
----------- -----------
Net cash provided by (used in) operating activities. . . 2,935,294 2,991,276
----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases) of short-term
investments. . . . . . . . . . . . . . . . . . . . . . . . . . -- (5,142,847)
Cash sales proceeds from sale of interest in unconsolidated
venture, net of selling expenses . . . . . . . . . . . . . . . 13,417,303 --
Additions to investment properties . . . . . . . . . . . . . . . (196,155) (73,208)
Partnership's distributions from unconsolidated ventures . . . . 606,479 893,750
Payment of deferred expenses . . . . . . . . . . . . . . . . . . (79,258) (47,080)
----------- -----------
Net cash provided by (used in) investing activities. . . 13,748,369 (4,369,385)
----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt . . . . . . . . . . . . . . (143,135) (133,021)
Distributions to limited partners. . . . . . . . . . . . . . . . (12,896,782) (2,809,200)
Distributions to general partners. . . . . . . . . . . . . . . . (180,895) (78,032)
----------- -----------
Net cash provided by (used in) financing activities. . . (13,220,812) (3,020,253)
----------- -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . . . . . . . 3,462,851 (4,398,362)
Cash and cash equivalents, beginning of year . . . . . . 13,599,171 5,011,101
----------- -----------
Cash and cash equivalents, end of period . . . . . . . . $17,062,022 612,739
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . . . . . . . $ 1,178,207 1,188,321
=========== ===========
Non-cash investing and financing activities. . . . . . . . . . . $ -- --
=========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
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.
Certain amounts in the 1995 consolidated financial statements have
been reclassified to conform with the 1996 presentation.
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. . . . . . . $ 44,431 54,597 --
Insurance commissions. . . 9,620 4,604 --
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 . . 74,722 77,510 74,226
-------- ------- ------
$128,773 136,711 74,226
======== ======= ======
During 1994, certain officers and directors of the Managing General
Partner acquired interests in a company which provides certain property
management services to certain of the properties owned by the Partnership.
The fees earned by such company from the Partnership for the six months
ended June 30, 1996 were approximately $69,000, all of which was paid at
June 30, 1996.
In accordance with the subordination requirements of the Partnership
Agreement, the General Partners have deferred payment of certain of their
distributions of net cash flow and sale proceeds from the Partnership. The
cumulative amount of such deferred distributions are approximately
$5,331,000 at June 30, 1996. All amounts deferred or currently payable do
not bear interest.
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. Approximately $13,200,000,
before selling expenses and prorations, of cash proceeds is due at closing
(together with the assumption by the buyer of the mortgage loan with a
current balance of approximately $24,700,000) to the Partnership and its
affiliated partner. The sale is scheduled 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 be 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.
The First Financial office building was classified as held for sale as
of April 1, 1996 and therefore has not been subject to continued
depreciation. The accompanying consolidated financial statements include
the Partnership's share of operations of unconsolidated ventures which
include approximately $400,000 and ($3,000) of operations of such property
for the three months ended June 30, 1996 and 1995, respectively. The
property had a net carrying value of approximately $33,723,000 and
$33,604,000 at June 30, 1996 and December 31, 1995, respectively.
From 1996 through 1998, leases at the First Financial office building,
excluding Pepperdine University, representing 38% of the rentable square
footage of the building 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 5% since December 31, 1995 primarily due to two tenants
moving out prior to the expiration of their leases. Rental payments, to
the extent due per the terms of the leases but uncollected, have been fully
reserved for in the accompanying consolidated financial statements.
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 approximately $4.0 million (approximately $1.5
millon 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
would not fund its required share. The Partnership and its affiliated
partner reached an agreement with the unaffiliated partner to modify the
joint venture agreement. In April 1996, the unaffiliated partner has
become a limited partner as a result of this modification.
JMB/MIAMI
The Partnership was a general partner in JMB/Miami International
Associates ("JMB/Miami"), which owned a 50% partnership interest in West
Dade County Associates ("West Dade") with an affiliate of the developer,
the Venture Partner. West Dade owns an interest in the Miami International
Mall. The other partners of JMB/Miami were IDS/JMB Balanced Income Growth,
Ltd. ("IDS/JMB") and Urban Shopping Centers, L.P. ("Urban"), both of which
are affiliates of the Partnership. On April 8, 1996, effective March 31,
1996, JMB/Miami was voluntarily dissolved by agreement of its partners and
its 50% ownership interest in West Dade and related assets were distributed
to its partners based on their respective ownership percentages.
Accordingly, the Partnership acquired a direct 25% ownership interest in
West Dade. The Partnership then sold its entire 25% interest in West Dade
as described below.
On April 8, 1996, the Venture Partner in West Dade purchased 29.812%
(i.e., a 7.453% interest) of the Partnership's interest in West Dade for
$4,005,624 (paid in cash at closing), subject to proration. The Venture
Partner also assumed a proportionate share of the Partnership's obligations
and liabilities of West Dade from and after March 31, 1996, the effective
date of the transaction. The Venture Partner is not affiliated with the
Partnership or its General Partners, and the terms of the sale were
determined by arm's-length negotiations.
Concurrently, Urban exercised its right of first refusal and purchased
the other 70.188% of the Partnership's interest (i.e., a 17.547% interest)
in West Dade for $9,431,107 (paid in cash at closing), subject to
proration. Urban also assumed a proportionate share of the Partnership's
share of obligations and liabilities of West Dade from and after the
effective date of the transaction. The price of the interest sold to Urban
was in proportion to that sold to the Venture Partner, and the other terms
of the sale with Urban were based on those applicable to the sale with the
Venture Partner. In addition, West Dade agreed to indemnify the
Partnership generally from and against claims and liabilities incurred by
the Partnership in connection with West Dade or its property after the
effective date of the transaction. The Partnership expects to recognize a
gain for Federal income tax and for financial reporting purposes. The
Partnership anticipates making a cash distribution of approximately $105
per Interest from the sales proceeds in August 1996.
CERRITOS INDUSTRIAL PARK
From 1996 through 1998, leases at the Cerritos Industrial Park
representing 69% of the rentable square footage are scheduled to expire,
not all of which are expected to renew.
FOUNTAIN VALLEY INDUSTRIAL PARK
Fountain Valley is currently 100% leased and occupied (including
temporary tenants). From 1996 through 1998, leases at the Fountain Valley
Industrial Park representing 45% of the leasable square footage are
scheduled to expire, not all of which are expected to be renewed. The
Partnership is currently examining the economic benefits, including the use
of Partnership funds, of a partial redevelopment of the property to retail
uses.
RIVERTREE COURT SHOPPING CENTER
The Rivertree Court Shopping Center operates in a market which
continues to experience significant growth in the commercial and
residential sectors.
In January 1996, HomeGoods vacated its approximate 40,000 square feet
of space in the center. Primarily as a result thereof, the occupancy of
the center declined from 99% to 84% during the first quarter. The
HomeGoods lease was assigned to Best Buy Company, Inc. ("Best Buy"), an
existing tenant of approximately 25,000 square feet at the center. On
August 2, 1996, Best Buy relocated to the former HomeGoods space (expanded
to approximately 44,000 square feet) and the Partnership allowed Best Buy
to terminate its former lease upon vacating its former space. The
Partnership has entered into a lease with PetsMart to lease Best Buy's
former space with a projected occupancy of fourth quarter 1996.
ADAMS/WABASH
The Palmer House Hotel did not renew its exclusive parking agreement
with the Adams/Wabash Self Park upon its expiration in December 1995. This
will likely have a negative impact on the property's operating cash flow
reducing the preferred return payable to the Partnership by approximately
$350,000 for 1996. This impact should be partially mitigated in future
years as the property continues to increase transient parking volume to
replace revenues previously generated by the Palmer House contract.
ADJUSTMENTS
In the opinion of the Managing General Partner, all adjustments
(consisting 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 consolidated
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 5,835 Interests in the Partnership at $350 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 927 Interests being purchased by
such unaffiliated third party pursuant to such offer. In addition, the
Partnership has, from time to time, received inquires 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 offer
and additional potential tender offers for Interests are expected to
increase Partnership operating expenses in the third quarter.
At June 30, 1996, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $17,062,000. Such remaining
funds are available for distributions to partners and for working capital
requirements including tenant and capital improvements.
In May 1996, in an effort to reduce Partnership operating expenses,
the Partnership elected to make semi-annual, rather than quarterly,
distributions of operating cash flow. The May 1996 semi-annual
distribution of cash generated from operations of $20 per Interest ($11 for
the first quarter and $9 for the second quarter) was reduced from the
previous quarterly distribution of $11 per interest. The reduction in
distributions was necessary primarily due to anticipated reductions in
operating cash flow resulting from the sale of the Partnership's interest
in the Miami International Mall and anticipated reductions in operating
cash flow due to the re-leasing programs required at certain of the
Partnership's investment properties over the next few years.
In addition, a special distribution of $70 per Interest was made in
May 1996. The $70 per Interest special distribution includes $20 of cash
previously generated from operations and $50 of previously undistributed
sales proceeds. Of the $50 per Interest special distribution of sales
proceeds, $2.88 represents a partial return of each Limited partner's
original capital contribution, reducing each Limited Partner's remaining
capital investment to $997.12 per Interest. Previously, these amounts had
been reserved to fund the costs associated with the possible redevelopment
of portions of the Fountain Valley Industrial Park to retail use. However,
the Partnership no longer expects to receive municipal approval in the
immediate future for the more extensive redevelopment program and,
therefore, is distributing the funds no longer required for the more
extensive project. Future distributions from sales or property operations
will depend upon a combination of operating cash flow from the remaining
investment properties and the expected future capital requirements of the
Partnership.
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 nearer term), barring unforeseen economic
developments.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents at June 30, 1996 as compared
to December 31, 1995 is primarily due to the temporary investment of
approximately $13,400,000 of net sales proceeds received from the sale of
the Partnership's investment in the Miami International Mall, net of the
special distribution to the Limited Partners of $70 per Interest.
The decrease in escrow deposits at June 30, 1996 as compared to
December 31, 1995 is primarily due to the return of excess funds held for
real estate taxes due from the escrow agent for the Fountain Valley
Industrial Park and Cerritos Industrial Park investment properties.
The decrease in investment in unconsolidated ventures at June 30, 1996
as compared to December 31, 1995 is primarily due to the April, 1996 sale
of the Partnership's interest in the Miami International Mall investment
property.
The increase in rental income and property operating expenses 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 an increase in real estate
tax expenses and related recoveries at the Partnership's Rivertree Court
Shopping Center investment property.
The increase 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 is primarily due to an increase in state income tax
expense and an increase in reimbursable costs to affiliates of the General
Partners in 1996 and the recognition of certain additional prior year
reimbursable costs to such affiliates of the Partnership.
The decrease in Partnership's share of operations from unconsolidated
ventures and increase in gain on sale of interest in unconsolidated venture
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 the sale of the
Partnership's interest in Miami International Mall effective March 31,
1996.
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate physical 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. First Financial Plaza
Encino (Los Angeles),
California (1) . . . . . 89% 86% 88% 89% 82% 84%
2. Miami International Mall
Miami, Florida . . . . . 89% 91% 90% 94% 94% N/A
3. Rivertree Court
Shopping Center
Vernon Hills (Chicago),
Illinois (2) . . . . . . 85% 96% 95% 99% 84% 83%
4. Fountain Valley
Industrial Park
Fountain Valley
(Los Angeles),
California . . . . . . . 92% 92% 100% 88% 93% 100%
5. Cerritos Industrial Park
Cerritos (Los Angeles),
California . . . . . . .100% 100% 100% 100% 100% 100%
6. Adams/Wabash Self Park
Chicago, Illinois. . . . * * * * * *
<FN>
- ---------------
An "N/A" indicates that the property was sold and not owned by the Partnership at the end of the quarter.
An asterisk indicates that the property is primarily a parking garage and occupancy information is not
applicable. However, the approximate occupancy level for the retail portion of the structure as of June 30, 1996
is 45%.
(1) The percentage represents physical occupancy. The property is 91% leased with two tenants (14,564
square feet or 7% of the building) having vacated but still paying their rent pursuant to their lease obligations.
(2) The Rivertree Court Shopping Center is 97% leased as of June 30, 1996. In December 1995, the
HomeGoods Store lease (40,560 square feet or 14% of the property) was assigned to Best Buy Company, Inc., which
opened August 2, 1996, as more further described in the Notes to Consolidated Financial Statements included in
this report.
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
3-A. The Prospectus of the Partnership dated August 20, 1986
as supplemented October 31, 1986 and January 26, 1987 as filed with the
Commission pursuant to Rules 424(b) and 424(c) is hereby incorporated
herein by reference to Exhibit 3-A to the Partnership's Form 10-K dated
March 18, 1993.
3-B. Amended and Restated Agreement of Limited Partnership set
forth as Exhibit A to the Prospectus, which is hereby incorporated by
reference to Exhibit 3-B to the Partnership's Form 10-K dated March 18,
1993.
3-C. Acknowledgement of rights and duties of the General
Partners of the Partnership between AGPP Associates, L.P. (a successor
Associated General Partner of the Partnership) and JMB Realty Corporation
as of December 31, 1995 is filed herewith.
4-A. Copy of documents relating to the mortgage loan secured
by the Rivertree Court Shopping Center, Vernon Hills (Chicago), Illinois
dated December 30, 1988 is hereby incorporated by reference to Exhibit 4-A
to the Partnership's report for December 31, 1992 on Form 10-K (File No.
000-19496) dated March 18, 1993.
4-B. Copy of documents relating to the mortgage loan secured
by a first mortgage on West Dade's interest in Miami International Mall,
Miami, Florida dated December 21, 1993 is hereby incorporated by reference
to Exhibit 4-B to the Partnership's report for December 31, 1993 on Form
10-K (File No. 000-19496) dated March 25, 1994.
4-C. Copy of modification document relating to the mortgage
loan secured by the First Financial Plaza Office Building in Encino,
California is hereby incorporated by reference to Exhibit 4-C to the
Partnership's Report for December 31, 1995 on Form 10-K (File No. 000-
19496) dated March 25, 1996.
10-A. Acquisition documents relating to the purchase by the
Partnership of Rivertree Court Shopping Center in Vernon Hills (Chicago),
Illinois, are hereby incorporated by reference to Exhibit 1 to the
Partnership's Form 8-K (File No. 000-19496) dated November 4, 1988.
10-B. Acquisition documents relating to the purchase by the
Partnership of Fountain Valley Industrial Buildings in Fountain Valley,
California and Cerritos Industrial Buildings in Cerritos, California, are
hereby incorporated by reference to Exhibits 1 and 2 to the Partnership's
Form 8-K (File No. 000-19496) dated November 15, 1988.
10-C. Acquisition documents relating to the acquisition by the
Partnership of an interest in the Adams/Wabash Parking Garage in Chicago,
Illinois are hereby incorporated by reference to Exhibit 3 to the
Partnership's Form 8-K (File No. 000-19496) dated October 15, 1990.
10-D. Sale documents relating to the sale by the Partnership of
an interest in the Miami International Mall in Miami, Florida are hereby
incorporated by reference to the Partnership's report for April 8, 1996 on
Form 8-K (File No. 0-19496) dated April 23, 1996.
27. Financial Data Schedule
Although certain long-term debt instruments of the Registrant have been
excluded from Exhibit 4 above, pursuant to Rule (b)(4)(iii), the
Registrants commits to provide copies of such agreements to the Securities
and Exchange Commission upon request.
(b) The following report on Form 8-K was filed since the beginning
of the last quarter of the period covered by this report.
The Partnership's Report on Form 8-K (File No. 0-19496) for
April 8, 1996 (describing the sale of its indirect interest in West Dade
County Associates) was filed. This report was dated April 23, 1996.
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. - XIII
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.-XIII
ACKNOWLEDGEMENT
This Acknowledgement is made and executed as of the 31st day of
December, 1995 by AGPP Associates, L.P., a limited partnership organized
under the laws of the State of Illinois ("AGPP"), and JMB Realty
Corporation, a Delaware corporation ("JMBRC").
WHEREAS, AGPP has acquired by assignment all of the assets of Income
Associates-XIII, L.P., an Illinois limited partnership ("Income-XIII"),
which has served as the Associate General Partner of JMB Income Properties,
Ltd.-XIII, an Illinois limited partnership (the "Partnership"), and AGPP
has elected to continue the business of Income-XIII 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. AGPP 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. AGPP 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. AGPP and JMBRC agree that JMBRC is hereby authorized and
empowered, on behalf of AGPP, 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 AGPP 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 AGPP, 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. AGPP 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 AGPP 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.
AGPP 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> 17,062,022
<SECURITIES> 0
<RECEIVABLES> 1,135,833
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 18,197,855
<PP&E> 90,936,816
<DEPRECIATION> 17,732,846
<TOTAL-ASSETS> 97,375,673
<CURRENT-LIABILITIES> 2,554,815
<BONDS> 25,992,667
<COMMON> 0
0
0
<OTHER-SE> 68,507,752
<TOTAL-LIABILITY-AND-EQUITY>97,375,673
<SALES> 5,468,111
<TOTAL-REVENUES> 5,916,775
<CGS> 0
<TOTAL-COSTS> 3,043,769
<OTHER-EXPENSES> 378,839
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,177,334
<INCOME-PRETAX> 1,316,833
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,443,527
<DISCONTINUED> 9,603,454
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,046,981
<EPS-PRIMARY> 86.17
<EPS-DILUTED> 86.17
</TABLE>
