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
September 30, 1998 Commission 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 [ ]
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements. . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . 11
PART II OTHER INFORMATION
Item 5. Other Information . . . . . . . . . . . . . . . . . 13
Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . 14
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $ 5,454,884 4,666,891
Interest, rents and other receivables (net of allowance
for doubtful accounts of $65,112 in 1998 and
$72,019 in 1997). . . . . . . . . . . . . . . . . . . . . . . . . . . 458,814 1,093,810
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,802 25,047
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123,091 69,470
------------ -----------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . 6,051,591 5,855,218
Investment properties held for sale or disposition. . . . . . . . . . . . 15,488,058 15,480,159
------------ -----------
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . 337,980 371,870
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . . 319,490 351,884
------------ -----------
$ 22,197,119 22,059,131
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . $ 211,639 200,366
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,031 140,099
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,770 37,679
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 50,000 --
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 469,035 478,255
------------ -----------
Total current liabilities . . . . . . . . . . . . . . . . . . . . 845,475 856,399
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . . 156,727 160,403
Long-term debt, less current portion. . . . . . . . . . . . . . . . . . . 5,816,304 5,976,472
------------ -----------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . 6,818,506 6,993,274
------------ -----------
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 20,000 20,000
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 876,938 853,929
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (1,709,070) (1,701,976)
------------ -----------
(812,132) (828,047)
------------ -----------
Limited partners (126,414 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 113,741,315 113,741,315
Cumulative net earnings (losses). . . . . . . . . . . . . . . . . . 39,945,692 39,393,469
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (137,496,262) (137,240,880)
------------ -----------
16,190,745 15,893,904
------------ -----------
Total partners' capital accounts (deficits) . . . . . . . . . . . 15,378,613 15,065,857
------------ -----------
$ 22,197,119 22,059,131
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Rental income . . . . . . . . . . . . . . . . . . $ 559,016 1,634,688 1,642,233 7,131,520
Interest income . . . . . . . . . . . . . . . . . 83,951 411,611 205,923 521,626
----------- ---------- ---------- ----------
642,967 2,046,299 1,848,156 7,653,146
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . . . 110,621 181,839 334,604 1,309,521
Property operating expenses . . . . . . . . . . . 85,122 559,833 505,709 2,365,533
Professional services . . . . . . . . . . . . . . 5,425 -- 143,806 134,122
Amortization of deferred expenses . . . . . . . . 19,405 21,997 58,214 111,267
General and administrative. . . . . . . . . . . . 27,644 76,149 217,438 316,878
Provision for value impairment. . . . . . . . . . -- -- -- 2,500,000
----------- ---------- ---------- ----------
248,217 839,818 1,259,771 6,737,321
----------- ---------- ---------- ----------
394,750 1,206,481 588,385 915,825
Venture partners' share of
venture operations. . . . . . . . . . . . . . . . -- -- (13,153) --
----------- ---------- ---------- ----------
Net operating earnings (loss) . . . . . . . 394,750 1,206,481 575,232 915,825
Gain on sale of interest in
unconsolidated venture and of
investment properties . . . . . . . . . . . . . . -- 5,247,288 -- 7,007,144
---------- ---------- ---------- ----------
Net earnings (loss) before
extraordinary item. . . . . . . . . . . . 394,750 6,453,769 575,232 7,922,969
Extraordinary item. . . . . . . . . . . . . . . . . -- -- -- 89,545
---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . $ 394,750 6,453,769 575,232 8,012,514
========== ========== ========== ==========
<PAGE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
Net earnings (loss) per
limited partnership
interest:
Net operating earnings. . . . . . . . . $ 3.00 9.16 4.37 6.95
Gain on sale of interest
in unconsolidated venture
and investment properties . . . . . . -- 41.09 -- 54.88
Extraordinary item. . . . . . . . . . . -- -- -- .70
---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . . $ 3.00 50.25 4.37 62.53
========== ========== ========== ==========
Cash distributions per
limited partnership interest. . . . . . . $ -- 35.00 2.00 51.00
========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 575,232 8,012,514
Items not requiring cash or cash equivalents:
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . . . 58,214 111,267
Partnership's gain on sale of interest in
unconsolidated venture and investment properties. . . . . . . . . . . . . -- (7,007,144)
Extraordinary items . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (89,545)
Provision for value impairment. . . . . . . . . . . . . . . . . . . . . . . -- 2,500,000
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . . . 634,996 127,794
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,245 31,265
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . . . 32,394 27,556
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (62,068) (232,644)
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (909) (156,979)
Unearned rents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (9,220) 49,004
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . . . 50,000 (1,149,009)
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . . . (3,676) (121,683)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (53,621) 27,786
----------- -----------
Net cash provided by (used in) operating activities . . . . . . . . . 1,231,587 2,130,182
----------- -----------
Cash flows from investing activities:
Cash sales proceeds from sale of investment properties,
net of selling expenses . . . . . . . . . . . . . . . . . . . . . . . . . . -- 43,972,567
Additions to investment properties, net . . . . . . . . . . . . . . . . . . . (7,899) (111,673)
Payment of deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . (24,324) (84,769)
----------- -----------
Net cash provided by (used in) investing activities . . . . . . . . . (32,223) 43,776,125
----------- -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
----------- -----------
Cash flows from financing activities:
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . . . (148,895) (233,952)
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . . . (255,382) (6,512,236)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . . . (7,094) (56,752)
----------- -----------
Net cash provided by (used in) financing activities . . . . . . . . . (411,371) (6,802,940)
----------- -----------
Net increase (decrease) in cash and
cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . . 787,993 39,103,367
Cash and cash equivalents, beginning of year. . . . . . . . . . . . . 4,666,891 3,743,541
----------- -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . . . $ 5,454,884 42,846,908
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . . . . . . $ 335,513 1,466,500
=========== ===========
Non-cash investing and financing activities:
Total sales proceeds from sale of investment property:
Total sales proceeds, net of selling expenses . . . . . . . . . . . . . . $ -- 63,400,112
Prepayment premium. . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (89,545)
Payoff of mortgage loans. . . . . . . . . . . . . . . . . . . . . . . . . -- (19,338,000)
----------- ----------
Cash proceeds from sale of investment properties. . . . . . . . . . . $ -- 43,972,567
=========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - XIII
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1997
which are included in the Partnership's 1997 Annual Report, as certain
footnote disclosures which would substantially duplicate those contained in
such audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell 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 Partnership has committed to a plan to sell the Fountain
Valley Industrial Park. The Fountain Valley Industrial Park was classified
as held for sale or disposition in the accompanying consolidated financial
statements. The results of operations for the consolidated property
classified as held for sale or disposition as of September 30, 1998 or sold
or disposed of during the past two years were $877,495 and $880,253,
respectively, for the nine months ended September 30, 1998 and 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 September 30, 1998 and for the nine months ended
September 30, 1998 and 1997 were as follows:
Unpaid at
September 30,
1998 1997 1998
------- ------ -------------
Property management and
leasing fees . . . . . . . . . $ -- 91,393 --
Insurance commissions . . . . . 6,489 8,094 --
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. . . . . 59,774 59,258 --
------- ------- ------
$66,263 158,745 --
======= ======= ======
<PAGE>
Effective November 1, 1996, and through its date of sale on August 11,
1997, an affiliate of the General Partners assumed the management of the
retail portion of the Adams/Wabash Self Park for an annual fee equal to 5%
of the gross revenue of the retail portion of the property, the same terms
as the previous unaffiliated manager.
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
$5,746,000 at September 30, 1998. All amounts deferred or currently
payable do not bear interest. The Partnership does not expect that the
subordination requirements of the Partnership agreement will be satisfied
over the expected remaining term of the Partnership to permit payment of
this amount. Additionally, the General Partners waived their right to
receive their allocation of sale proceeds, which otherwise would have been
deferred per the subordination requirements of the Partnership agreement,
from the sale of the Partnership's interest in the Miami International
Mall, the sale of First Financial Plaza in 1996, the sales of the two
parcels of the Fountain Valley Industrial Park investment property in 1996
and 1997 and the sales in 1997 of Adams/Wabash Self-Park, Rivertree Court
Shopping Center and the Cerritos Industrial Park.
No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the Partners rather than the
Partnership. However, in certain instances, the Partnership may be
required under applicable law to remit directly to the tax authorities
amounts representing withholding from distributions paid to Partners.
FOUNTAIN VALLEY INDUSTRIAL PARK
During the quarter, occupancy of this industrial park remained at
100%. The property is producing cash flow for the Partnership.
During the first quarter of 1998, the Partnership entered into an
agreement to sell the remainder of the property to an unaffiliated third
party. However, in March 1998, the sale agreement terminated without
completion of the sale. An environmental issue, specifically, groundwater
contamination, was discovered in connection with the potential buyer's due
diligence investigation of the property. The Partnership had temporarily
suspended the active marketing of the property for sale while it undertook
an assessment of the nature and extent of the contamination. The
Partnership recently completed its investigation of the contamination of
the groundwater and proposed a remediation plan which was accepted by the
state regulatory agency. The Partnership has accrued $175,000 as its
estimate of the cost of testing and assessment of the groundwater
contamination.
In November 1998, the Partnership entered into a contract for sale to
sell the remainder of the property by the end of 1998 to an unaffiliated
third party. However, there can be no assurance that a sale of the
property pursuant to the contract will be consummated. If the sale of the
property is completed on the proposed terms, the Partnership would expect
to recognize a gain for both financial reporting and Federal income tax
purposes. Also, if the sale is completed, and subject to the timing of
such sale, the affairs of the Partnership are expected to be wound up in
the 1998 time frame, barring unforeseen economic developments.
<PAGE>
Effective June 1, 1997, the Partnership's 7.32% mortgage note,
originally secured by both the Fountain Valley Industrial Park and the
Cerritos Industrial Park investment properties, was modified due to the
sales of the Cerritos Industrial Park in 1997 and sales of two outparcels
at the Fountain Valley Industrial Park in 1996 and 1997. In conjunction
with the property sales, the Partnership was required to repay principal of
approximately $3,988,000 on the outstanding mortgage note. Accordingly,
the $88,998 monthly loan installments of principal and interest were recast
downward to $53,823. The loan is currently solely collateralized by the
remainder of the Fountain Valley Industrial Park owned by the Partnership.
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 September 30,
1998 and for the three and nine months ended September 30, 1998 and 1997.
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.
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.
During 1997 unaffiliated third parties made unsolicited tender offers
for up to 4.9% of the Interests in the Partnership with offers ranging
between $245 and $350 per Interest. The Special Committee recommended
against acceptance of these offers, all of which have expired. During the
first half of 1998 unaffiliated third parties made unsolicited tender
offers to purchase up to 4.9% of the outstanding Interests in the
Partnership for up to $65 per Interest. The Special Committee recommended
against acceptance of these offers on the basis that, among other things,
the offer price was inadequate. Such offers have expired. As of the date
of this report, the Partnership is aware that 6.03% of the Interests of the
Partnership have been purchased by all such unaffiliated third parties
either pursuant to all 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.
At September 30, 1998, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $5,455,000. Such funds are
available for future distributions to partners and working capital
requirements of the Partnership and at the Fountain Valley Industrial Park.
In May 1998, the Partnership made a semi-annual distribution of cash
generated from operations of $2 per interest. In late November 1998, the
Partnership expects to make a semi-annual distribution of cash generated
from operations of $2 per interest.
<PAGE>
After reviewing the Fountain Valley investment property and the
marketplace in which it operates, the General Partners of the Partnership
have renewed their marketing efforts to sell the Fountain Valley investment
property as quickly as practicable. As reported above, the Partnership has
entered into a contract for sale to sell such property potentially by the
end of 1998. In conjunction with the proposed sale, the Partnership
contracted to certain representations and warranties which would extend
beyond the end of 1998. Assuming the Partnership is successful in selling
the property, the General Partners potentially could terminate the affairs
of the Partnership by the end of 1998, barring unforeseen economic
developments.
In connection with the liquidation and termination of the Partnership,
the Managing General Partner may form a liquidating trust on or before
December 31, 1998, in which all of the Partnership's remaining assets,
subject to liabilities, would be transferred. The initial trustees of the
liquidating trust would be individuals who are officers of the Managing
General Partner. Each Holder of Interests in the Partnership would, upon
the establishment of the liquidating trust, be deemed to be the beneficial
owner of a comparable share of the aggregate beneficial interests in the
liquidating trust. It is anticipated that the liquidating trust, if
formed, would permit the realization of substantial cost savings in
administrative and other expenses until any residual liabilities (including
contingent liabilities) of the Partnership are paid or otherwise determined
to be extinguished and any remaining funds are distributed to the
beneficial owners of the liquidating trust. The liquidating trust would be
expected to be in existence for a period not to exceed one year, subject to
extension under certain circumstances. The formation of a liquidating
trust is subject to certain contingencies, and there is no assurance that
the liquidating trust will be formed.
RESULTS OF OPERATIONS
Significant variances between the periods reflected in the
accompanying consolidated balance sheets and statements of operations are
the result of the sales of the Cerritos Industrial Park, Rivertree Court
Shopping Center and Adams/Wabash Self-Park in 1997 and the sales of the two
land parcels and related buildings at the Fountain Valley Industrial Park
in December 1996 and May 1997.
The decrease in interest, rents and other receivables at September 30,
1998 as compared to December 31, 1997 is primarily due to the timing of
sales tax rebates due from the City of Fountain Valley and the
corresponding issuance of rent credits to a major tenant at the Fountain
Valley Industrial Park. The decrease is also due to the collection of
certain receivables related to the Rivertree Court Shopping Center and
Adams/Wabash Self-Park which were sold during 1997.
The increase in escrow deposits and accrued real estate taxes at
September 30, 1998 as compared to December 31, 1997 is primarily due to the
timing of payment of the real estate taxes at the Fountain Valley
investment property.
The decrease in accounts payable at September 30, 1998 as compared to
December 31, 1997 is primarily due to the accrual of certain annual
recurring professional services of the Partnership at December 31, 1997
which was subsequently paid in 1998.
<PAGE>
<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 property owned during 1998.
<CAPTION>
1997 1998
------------------------------------- ------------------------------
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. Fountain Valley
Industrial Park
Fountain Valley
(Los Angeles), California (a) . 94% 100% 100% 100% 100% 100% 100%
<FN>
- ---------------
(a) On May 29, 1997, a parcel of land and a related building (12,702 square feet) were sold decreasing the
Fountain Valley Industrial Park's total building area to 370,890 square feet. Occupancy percentages for 1997
reflect such revised available square footage in the applicable periods.
</TABLE>
<PAGE>
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 Report for December
31, 1992 on Form 10-K (File No. 000-19496) 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 herein
by reference to Exhibit 3-B to the Partnership's Report for December 31,
1992 on Form 10-K (File No. 000-19496) 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 hereby incorporated herein by reference to the
Partnership's Report for June 30, 1996 on Form 10-Q (File No. 000-19496)
dated August 9, 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 Registrant
commits to provide copies of such agreements to the Securities and Exchange
Commission upon request.
(b) No reports on Form 8-K was required to be filed during the last
quarter of the period covered by this quarterly 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. - XIII
BY: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 11, 1998
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.
By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 11, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1998
<CASH> 5,454,884
<SECURITIES> 0
<RECEIVABLES> 596,707
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,051,591
<PP&E> 15,488,058
<DEPRECIATION> 0
<TOTAL-ASSETS> 22,197,119
<CURRENT-LIABILITIES> 845,475
<BONDS> 5,816,304
<COMMON> 0
0
0
<OTHER-SE> 15,378,613
<TOTAL-LIABILITY-AND-EQUITY> 22,197,119
<SALES> 1,642,233
<TOTAL-REVENUES> 1,848,156
<CGS> 0
<TOTAL-COSTS> 563,923
<OTHER-EXPENSES> 361,244
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 334,604
<INCOME-PRETAX> 575,232
<INCOME-TAX> 0
<INCOME-CONTINUING> 575,232
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 575,232
<EPS-PRIMARY> 4.37
<EPS-DILUTED> 4.37
</TABLE>
