SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year
ended December 31, 1995 Commission file number 0-8716
JMB INCOME PROPERTIES, LTD. - V
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-2897158
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- -------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of class)
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
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant. Not applicable.
Documents incorporated by reference: None
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business. . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties. . . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings . . . . . . . . . . . . . . . 7
Item 4. Submission of Matters to a
Vote of Security Holders. . . . . . . . . . . . 7
PART II
Item 5. Market for the Partnership's
Limited Partnership Interests and
Related Security Holder Matters . . . . . . . . 7
Item 6. Selected Financial Data . . . . . . . . . . . . 8
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . 14
Item 8. Financial Statements and
Supplementary Data. . . . . . . . . . . . . . . 18
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure. . . . . . . . . . . . . . 43
PART III
Item 10. Directors and Executive Officers
of the Partnership. . . . . . . . . . . . . . . 43
Item 11. Executive Compensation. . . . . . . . . . . . . 46
Item 12. Security Ownership of Certain
Beneficial Owners and Management. . . . . . . . 47
Item 13. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . 48
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . . . . . 48
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 50
i
PART I
ITEM 1. BUSINESS
All references to "Notes" are to Notes to Consolidated Financial
Statements contained in this report.
The registrant, JMB Income Properties, Ltd. - V (the "Partnership") is
a limited partnership formed in 1976 and currently governed by the Revised
Uniform Limited Partnership Act of the State of Illinois to invest in
improved income-producing commercial and residential real property. The
Partnership sold $38,500,000, in Limited Partnership Interests (the
"Interests") to the public commencing on August 15, 1977 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-58026). A total of 38,500 Interests were sold to the
public at $1,000 per Interest. The offering closed on September 30, 1977.
No Limited Partner has made any additional capital contributions after such
date. The Limited Partners of the Partnership share in their portion of
the benefits of ownership of the Partnership's real property investments
according to the number of Interests held.
The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments are held by fee title, leasehold estates and/or through
joint venture partnership interests. The Partnership's real estate
investments are located in Virginia and North Carolina. A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole. Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2026. The Partnership is self-liquidating in nature. At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties. As discussed further in Item 7, the
marketplace in which the portfolio operates and real estate markets in
general are in a recovery mode. The Partnership currently expects to
conduct an orderly liquidation of its remaining investment portfolio as
quickly as practicable and to wind up its affairs not later than December
31, 1999 barring any unforeseen economic developments. (Reference is also
made to Note 1.)
The Partnership has made the real property investments set forth in
the following table:
<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1995,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION (f) SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP (b)
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Wachovia Bank
Building
and Phillips
Building
office buildings
Winston-Salem,
North Carolina . . . 692,000 1-31-77 27% fee ownership of land and
sq.ft. improvements (through joint
g.l.a. venture partnership)
(c) (g)
2. Bristol Mall
shopping center
Bristol, Virginia. . 428,000 8-31-77 17% fee ownership of land and
sq.ft. improvements (g)
g.l.a.
3. Catawba Mall
shopping center
Hickory,
North Carolina . . . 260,500 1-30-78 sold 9-26-83 fee ownership of improve-
sq.ft. reacquired 8-8-89 ments and ground leasehold
g.l.a. sold 5-23-91 interest in land
4. Five Points Plaza
shopping center
Valdosta, Georgia. . 178,000 1-30-78 6-16-86 fee ownership of land and
sq.ft. improvements
g.l.a.
5. Northcross Mall
shopping center
Austin, Texas. . . . 289,000 1-31-78 2-18-88 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
6. South DeKalb Mall
shopping center
Decatur, Georgia . . 326,000 7-28-78 6-30-86 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
7. Edgewater
shopping center
Foster City,
California . . . . . 114,000 9-22-78 3-31-86 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
8. Lenoir Mall
shopping center
Lenoir,
North Carolina . . . 279,000 7-27-79 11-30-84 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
9. Dutchess Mall
shopping center
Fishkill,
New York . . . . . . 373,000 10-3-79 5-13-94 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
(c) (e)
10. Cottonwood Park
office building
Casper, Wyoming . . 51,900 11-1-79 8-22-90 fee ownership of land and
sq.ft. improvements
11. Towne South Plaza
shopping center
Terre Haute,
Indiana . . . . . . 176,000 12-10-79 8-1-83 fee ownership of land and
sq.ft. improvements (d)
<FN>
- ---------------
(a) The computation of this percentage for properties held at December
31, 1995 does not include amounts invested from sources other than the
original net proceeds of the public offering as described above and in Item
7.
(b) Reference is made to Note 4 and to Schedule III filed with this
annual report for the current outstanding principal balances and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investments.
(c) Reference is made to Note 3 filed with this annual report for a
description of the joint venture partnership through which the Partnership
made this real property investment.
(d) This property has been sold. Reference is made to Note 7 filed
with this annual report for a description of the sale of such real property
investment.
(e) The underlying lender realized upon its security in this property.
Reference is made to Note 3 filed with this annual report.
(f) Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning the real estate taxes and
depreciation.
(g) Reference is made to Item 6 - Selected Financial Data for
additional operating and lease expiration data concerning this investment
property.
</TABLE>
The Partnership's real property investments are subject to competition
from similar types of properties (including, in certain areas, properties
owned or advised by affiliates of the General Partners) in the respective
vicinities in which they are located. Such competition is generally for
the retention of existing tenants. Additionally, the Partnership is in
competition for new tenants in markets where significant vacancies are
present. Reference is made to Item 7 below for a discussion of competitive
conditions and further renovation and capital improvement plans of the
Partnership and certain of its significant investment properties.
Approximate occupancy levels for the properties are set forth in the table
in Item 2 below to which reference is hereby made. The Partnership
maintains the suitability and competitiveness of its properties in its
markets primarily on the basis of effective rents, tenant allowances and
service provided to tenants. In the opinion of the Managing General
Partner of the Partnership, all of the investment properties held at
December 31, 1995 are adequately insured.
Reference is made to Note 8 for a schedule of minimum lease payments
to be received in each of the next five years, and in the aggregate
thereafter, under leases in effect at the Partnership's properties as of
December 31, 1995.
The Partnership has no employees other than personnel preforming on-
site duties at certain of the Partnership's properties, none of whom are
officers or directors of the Managing General Partner of the Partnership.
The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.
ITEM 2. PROPERTIES
The Partnership owns directly or through joint venture partnerships
the properties or interests in the properties referred to under Item 1
above to which reference is hereby made for a description of said
properties.
The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1995 and 1994 for the Partnership's investment properties owned
during 1995:
<TABLE>
<CAPTION>
1994 1995
------------------------- -------------------------
At At At At At At At At
Principal Business 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> <C>
1. Wachovia Bank Building
and Phillips Building
Winston-Salem,
North Carolina . . . . . . Banking 100% 100% 100% 100% 100% 100% 100% 100%
2. Bristol Mall
Bristol, Virginia. . . . . Retail 82% 82% 82% 82% 82% 83% 82% 83%
- ----------
<FN>
Reference is made to Item 6, Item 7 and Note 8 for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not subject to any material pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
fiscal years 1994 and 1995.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1995, there were 3,670 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
Investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests. No transfer
will be effective until the first day of the next succeeding calendar
quarter after the requisite transfer form satisfactory to the Managing
General Partner has been received by the Managing General Partner. The
transferee consequently will not be entitled to receive any cash
distributions or any allocable share of profits or losses for tax purposes
until such next succeeding calendar quarter. Profits or losses from
operations of the Partnership for a calendar year in which a transfer
occurs will be allocated between the transferor and the transferee based
upon the number of quarterly periods in which each was recognized as the
holder of the Interests, without regard to the results of the Partnership's
operations during particular quarterly periods and without regard to
whether cash distributions were made to the transferor or transferee.
Profits or losses arising from the sale or other disposition of Partnership
properties will be allocated to the recognized holder of the Interests as
of the last day of the quarter in which the Partnership recognized such
profits or losses. Cash distributions to a holder of Interests arising
from the sale or other disposition of Partnership properties will be
distributed to the recognized holder of the Interests as of the last day of
the quarterly period with respect to which such distribution is made.
Reference is made to Item 6 below for a discussion of cash
distributions made to the Limited Partners.
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
DECEMBER 31, 1995, 1994, 1993, 1992 AND 1991
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1995 1994 1993 1992 1991
----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total income . . . . . . . $11,164,462 11,361,173 11,107,289 10,739,494 10,653,543
=========== =========== ========== ========== ==========
Operating earnings
(loss). . . . . . . . . . $ 2,643,742 2,539,816 2,064,869 1,160,733 (352,037)
Partnership's share of
operations of unconsol-
idated venture. . . . . . -- (68,090) (172,317) (88,344) (75,610)
Venture partners' share
of ventures' opera-
tions . . . . . . . . . . (1,329,867) (1,282,966) (1,219,816) (1,160,087) (939,828)
----------- ----------- ---------- ---------- ----------
Net operating earnings
(loss). . . . . . . . . . 1,313,875 1,188,760 672,736 (87,698) (1,367,475)
Gain on sale or disposi-
tion of investment
properties. . . . . . . . -- 1,984,734 39,297 2,750,372 10,221
----------- ----------- ---------- ---------- ----------
Net earnings (loss). . . . $ 1,313,875 3,173,494 712,033 2,662,674 (1,357,254)
=========== =========== ========== ========== ==========
Net earnings (loss) per
Interest (b):
Net operating earnings
(loss) . . . . . . . . $ 33.10 29.95 16.95 (2.21) (34.45)
Gain on sale or dis-
position of invest-
ment properties . . . -- 51.03 1.01 70.71 .26
----------- ----------- ---------- ---------- ----------
Net earnings
(loss). . . . . . . . $ 33.10 80.98 17.96 68.50 (34.19)
=========== =========== ========== ========== ==========
Total assets . . . . . . . $26,729,695 25,048,902 26,365,897 25,466,181 30,010,803
Long-term debt . . . . . . $ 5,880,735 26,426,311 30,861,793 31,592,894 32,261,204
Cash distributions per
Interest (c). . . . . . . $ 1.67 1.71 1.59 .45 10.00
=========== =========== ========== ========== ==========
<FN>
- ---------------
(a) The above selected financial data should be read in conjunction
with the consolidated financial statements and the related notes appearing
elsewhere in this annual report.
(b) The net earnings (loss) per Interest is based upon the Interests
outstanding at the end of each period (38,505).
(c) Cash distributions from the Partnership are generally not equal to
Partnership income (loss) for financial reporting or Federal income tax
purposes. Each Partner's taxable income (or loss) from the Partnership in
each year is equal to his allocable share of the taxable income (loss) of
the Partnership, without regard to the cash generated or distributed by the
Partnership. Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to
such Limited Partners and have therefore represented a return of capital
(Reference is made to Notes 1 and 3(c)).
</TABLE>
<TABLE>
SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1995
<CAPTION>
Property
- --------
Wachovia Bank
Building and
Philips Building a) The gross leasable area ("GLA")
occupancy rate and average
base rent per square foot as of
December 31 for each of the last
five years were as follows:
GLA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1991 99% 6.59
1992 99% 6.47
1993 100% 6.72
1994 100% 6.71
1995 100% 6.68
<FN>
(1) Average base rent per square foot is based on GLA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Wachovia Bank and
Trust Company-
Wachovia Bank
Building (Bank) 283,069 $1,831,456 12/1995 N/A
Wachovia Bank
Building (Bank) 114,137 $1,426,713 12/1997 2-2 year options
Phillips Building
(Bank) 268,708 1,556,159 2/2002 N/A
</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain
information with respect to the expiration
of leases for the next ten years at the
Wachovia Bank Building and Phillips Building:
Annualized Percent of
Number of Approx. Total Base Rent Total 1995
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1996 6 28,581 483,192 10%
1997 2 114,387 1,454,892 31%
1998 -- -- -- --
1999 -- -- -- --
2000 1 1,360 24,564 1%
2001 -- -- -- --
2002 3 268,708 1,556,159 34%
2003 -- -- -- --
2004 -- -- -- --
2005 -- -- -- --
<FN>
(1) Excludes leases that expire in 1996 for which
renewal leases or leases with replacement tenants
have been executed as of March 25, 1996.
</TABLE>
<TABLE>
<CAPTION>
Property
- --------
Bristol Mall a) The GLA occupancy rate and average base
rent per square foot as of December 31
for each of the last five years were
as follows:
GLA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1991 . . . . . . 88% 5.03
1992 . . . . . . 88% 5.32
1993 . . . . . . 86% 5.23
1994 . . . . . . 82% 5.05
1995 . . . . . . 83% 5.05
<FN>
(1) Average base rent per square foot is based on GLA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Parks Belk 83,030 186,822 7/2000 N/A
(Department Store)
Sears 93,750 109,999 7/2004 4-5 year
(Department Store) options
Proffitt's 46,230 122,510 3/2000 N/A
(Department Store)
</TABLE>
<TABLE>
<CAPTION>
c) The following table sets forth certain
information with respect to the expiration
of leases for the next ten years at the
Bristol Mall:
Annualized Percent of
Number of Approx. Total Base Rent Total 1995
Year Ending Expiring GLA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1996 2 4,785 53,460 3%
1997 6 13,881 174,660 10%
1998 3 13,637 93,720 5%
1999 3 7,025 101,580 6%
2000 15 154,832 758,520 42%
2001 4 24,637 235,164 13%
2002 1 3,547 53,196 3%
2003 2 18,888 170,988 10%
2004 2 97,206 158,383 9%
2005 3 8,175 160,728 9%
<FN>
(1) Excludes leases that expire in 1996 for which
renewal leases or leases with replacement tenants
have been executed as of March 25, 1996.
</TABLE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
On August 15, 1977, the Partnership commenced an offering of
$38,500,000 pursuant to Registration Statements on Form S-11 under the
Securities Act of 1933. All Interests were subscribed and issued between
August 15, 1977 and September 30, 1977 pursuant to the public offering from
which the Partnership received gross proceeds from the offering of
$38,500,000.
After deducting selling expenses and other offering costs, the
Partnership had approximately $34,926,000 with which to make investments in
income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and for working capital reserves. A portion of such proceeds
was utilized to acquire the properties described in Item 1 above.
At December 31, 1995, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $10,995,000. Such funds are
available for distributions to partners, for working capital requirements
and operating deficits (including capital improvements) at Bristol Mall.
In addition, the Partnership has funded, from its working capital, all of
the initial costs incurred to date related to the planned Bristol Mall
expansion (as described below), however, it is probable that additional
Partnership funds will be required. Accordingly, the Partnership suspended
regular quarterly distributions of available operating cash flow to
partners effective with the fourth quarter 1991 (see also Notes 1 and
3(c)). The Partnership and its consolidated venture have currently
budgeted in 1996 approximately $512,000 for tenant improvements and other
capital expenditures (excluding any amounts for the enhancement program
described below). The Partnership's share of such items in 1996 is
currently budgeted to be approximately $406,000. Actual amounts expended
in 1996 may vary depending on a number of factors including actual leasing
activity, results of property operations, the timing of the Bristol
expansion, liquidity considerations and other market conditions over the
course of the year. The source of capital for the aforementioned such
items and for short-term liquidity is expected to be from the cash and cash
equivalents noted above. Long-term future liquidity is expected to be
through net cash generated by and through the sale of Bristol Mall. Due to
the re-leasing issues and the 1996 maturity of the mortgage loan, the
Wachovia Bank Building and Phillips Building is not expected to be a source
of long-term future liquidity. In such regard, reference is made to the
Partnership's property specific discussions below. The Partnership's and
its venture's mortgage obligations are separate non-recourse loans secured
individually by the investment properties and are not obligations of the
entire investment portfolio, and therefore, the Partnership and its
ventures are not personally liable for the payment of the mortgage
indebtedness.
The General Partners and their affiliates have deferred payment of
certain property management and leasing fees of approximately $1,200,000
(approximately $30 per interest) as of December 31, 1995 pursuant to the
Wachovia agreement with its venture partner (as more fully discussed in
Notes 3(c) and 9).
BRISTOL MALL
During the fourth quarter of 1989, the Partnership consummated a lease
which provides for the addition of a 90,000 square foot anchor store at the
Bristol Mall shopping center located in Bristol, Virginia. Pursuant to the
terms of the lease, the Partnership or its assignee is required to build
the anchor store and complete a mall enhancement program.
It appears likely that Partnership funds will be required to fund the
remainder of the cost of the anchor store and pay for the enhancement
program (currently estimated to total approximately $7,100,000). The
decision to commit Partnership funds to these items will depend upon the
Partnership's ability to reach definitive agreements with the anchor store,
which would include an amendment of its lease. Construction of the anchor
store would also require certain agreements with the existing mortgage
lender. There is no assurance that the Partnership will obtain the
necessary binding agreements with the anchor store and the mortgage
lenders, and in the event they are not obtained, the Partnership may decide
not to build the anchor store and complete a mall enhancement. If the
Partnership does not commit the additional funds necessary for the mall
enhancement, the anchor store has the right to terminate the existing lease
agreement and the Partnership would be required to absorb the amount of the
initial development costs incurred for this investment. The development
costs capitalized in 1995 are approximately $187,000. The aggregate costs
capitalized are approximately $1,949,000 at December 31, 1995.
To explore the Partnership's options respecting this property, the
Partnership began marketing the property for sale. In February 1996, the
Partnership entered into a non-binding letter of intent to sell the Bristol
Mall. The prospective purchaser (an independent third party) is currently
conducting its due diligence review with respect to the property and is
expected to complete such review by the end of April 1996. A sale of the
property for the proposed terms would result in a gain to the Partnership
for financial reporting and Federal income tax purposes in 1996. The
letter of intent executed by the Partnership and the prospective purchaser
is non-binding and consummation of the proposed transaction is subject to
the satisfaction of various conditions. Therefore, there can be no
assurance that a sale of the property will be consummated on any terms.
WACHOVIA BANK BUILDING
The Wachovia Bank Building and Phillips Building in Winston-Salem,
North Carolina, containing approximately 692,000 square feet, had an
occupancy of 100% at December 31, 1995 and has produced cash flow for the
Partnership and the venture partner. During the third quarter of 1995, the
Partnership signed a short-term (two year) lease extension with Wachovia
Bank covering a portion (approximately 114,000 square feet) of its space in
the Wachovia Bank Building (approximately 397,000 square feet) which was
scheduled to expire on December 31, 1995 and, as expected, vacated the
remainder of the space in January 1996. As of the date of this report
occupancy is currently at 60%. Wachovia Bank also occupies approximately
269,000 square feet in the Phillips Building. The Phillips Building lease
is scheduled to expire in 2002. Due to this, it is expected that the
property will operate at a modest positive cash flow. However, the
property's mortgage loan is due in late 1996 and due to the short-term
nature of the renewal, it is considered unlikely that the Partnership would
be able to secure replacement financing or receive an extension from the
existing lender on favorable terms at that time. The Partnership is
currently marketing the remaining space in the Wachovia Bank Building to
prospective replacement tenants but has not been successful in its efforts
due to the lack of large space users in this market. Re-leasing the
remaining space in the building or any additional extensions of the
Wachovia Bank lease would likely require major renovation to the building
as well as significant tenant improvements which, in turn, would be
contingent upon the Partnership obtaining financing for these tenant
replacement costs. Unless replacement tenants are secured on acceptable
terms for the remaining space in the Wachovia Bank Building, it is unlikely
that the Partnership will commit any additional funds to the property.
This may result in the Partnership no longer having an ownership interest
in the two office buildings upon maturity of the mortgage loan as they are
both subject to one mortgage. This action would result in a gain for
financial reporting and Federal income tax purposes with no corresponding
distributable proceeds. Additionally, the Partnership could be required to
remit to the local tax authorities withholding for taxes due as a result of
this action. This withholding amount is currently estimated to be
approximately $500,000.
There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partners in an investment might become unable
or unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.
As a result of the real estate market conditions discussed above, the
Partnership continues to conserve its working capital. All expenditures
are carefully analyzed and certain capital projects are deferred when
appropriate. By conserving working capital, the Partnership will be in a
better position to meet the future needs of its properties since the
availability of satisfactory outside sources of capital may be limited
given the portfolio's current debt levels. Due to these factors, the
Partnership has held its remaining investment properties longer than
originally anticipated in an effort to maximize the return to the Limited
Partners. However, 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 or disposed of in the near term),
barring unforeseen economic developments.
RESULTS OF OPERATIONS
The increase in cash and cash equivalents and the corresponding
decrease in short-term investments as of December 31, 1995 as compared to
December 31, 1994 is due to all of the Partnership's investments in U.S.
Government obligations being classified as cash equivalents at December 31,
1995 rather than as short-term investments. Reference is made to Note 1.
The aggregate increase in cash, cash equivalents and short-term investment
as of December 31, 1995 as compared to December 31, 1994 is primarily due
to the retention of cash generated at the Wachovia Bank Building and
Phillips Building.
The decrease in bank overdraft at December 31, 1995 as compared to
December 31, 1994 is primarily due to the January 1995 repayment of the
$703,449 overdraft in the Partnership bank account at December 1994.
The increase in the current portion of long-term debt and the
corresponding decrease in long-term debt at December 31, 1995 as compared
to December 31, 1994 is primarily due to the reclassification of the debt
secured by the Wachovia Bank Building and the Phillips Building (with a
principal balance of approximately $20,135,000 at December 31, 1995) as
current due to its scheduled maturity in October 1996.
The increase in due to affiliates at December 31, 1995 as compared to
December 31, 1994 is primarily due to the deferral of certain property
management and leasing fees pursuant to the Wachovia agreement with its
venture partner (see Notes 3(c) and 9).
The increase in accrued real estate taxes at December 31, 1995 as
compared to December 31, 1994 is primarily due to the timing of real estate
tax payments at the Wachovia Bank Building and Phillips Building.
The decrease in rental income in 1995 and 1993 as compared to 1994 is
primarily due to a payment received in May 1994 by the Partnership
resulting from a bankruptcy settlement from a tenant at a former
Partnership investment property (approximately $54,000) and a lease
termination fee received in May 1994 from a former tenant at Bristol Mall
(approximately $57,000).
The decrease in interest income for 1995 as compared to 1994 is
primarily due to the retirement of the Towne South Plaza wrap-around
mortgage note receivable in 1994 (see Note 7). The increase in interest
income in 1994 as compared to 1993 is primarily due to an increase in the
average monthly balance of U.S. Government obligation held as short-term
investments and rising interest rates in 1994.
The decrease in mortgage and other interest in 1995 as compared to
1994 and 1993 is primarily due to the retirement of the Towne South Plaza
mortgage payable in October 1994.
The decrease in Partnership's share of unconsolidated venture loss
from operations in 1995 as compared to 1994 and in 1994 as compared to 1993
is primarily due to the transfer of title for Dutchess Mall in May 1994 (as
discussed in Note 3(b)).
The gain on sale or disposition of investment properties in 1994 is
due to the recognition of gain on the sale of Towne South Mall
(approximately $1,570,000) and gain on the disposition of Dutchess Mall
(approximately $415,000). The gain on sale or disposition of investment
properties recognized in 1993 is due to the sale of Towne South Mall
(approximately $39,000).
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.
Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership by 1999. However, to
the extent that inflation in future periods would have an adverse impact on
property operating expenses, the effect would generally be offset by
amounts recovered from tenants as many of the long-term leases at the
Partnership's commercial properties have escalation clauses covering
increases in the cost of operating and maintaining the properties as well
as real estate taxes. Therefore, there should be little effect on
operating earnings if the properties remain substantially occupied. In
addition, substantially all of the leases at the Partnership's shopping
center investment contain provisions which entitle the Partnership to
participate in gross receipts of tenants above fixed minimum amounts.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
INDEX
Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Operations, years ended December 31,
1995, 1994 and 1993
Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows, years ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
Schedule
--------
Consolidated Real Estate and Accumulated Depreciation III
Schedules not filed:
All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements or related notes.
INDEPENDENT AUDITORS' REPORT
The Partners
JMB INCOME PROPERTIES, LTD. - V:
We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - V (a limited partnership) and consolidated venture as
listed in the accompanying index. In connection with our audits of the
consolidated financial statements, we also have audited the financial
statement schedule as listed in the accompanying index. These consolidated
financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - V and consolidated venture at December 31,
1995 and 1994, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1995, in
conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.
KPMG PEAT MARWICK LLP
Chicago, Illinois
March 25, 1996
<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
ASSETS
------
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents (note 1) . . . . . . . . . . . . . . . . . . $ 11,134,983 3,861,805
Short-term investments (note 1). . . . . . . . . . . . . . . . . . . . -- 4,780,996
Interest, rents and other receivables. . . . . . . . . . . . . . . . . 283,687 344,634
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,421 60,918
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . . . . . 11,447,091 9,048,353
------------ -----------
Investment properties, at cost
(notes 2 and 3)-Schedule III:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,751,617 2,751,617
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . 29,938,273 29,738,353
------------ -----------
32,689,890 32,489,970
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . 17,870,466 16,993,790
------------ -----------
Total investment properties,
net of accumulated depreciation. . . . . . . . . . . . . . . 14,819,424 15,496,180
------------ -----------
Deferred expenses (note 1) . . . . . . . . . . . . . . . . . . . . . . . 74,671 127,153
Accrued rents receivable (note 1). . . . . . . . . . . . . . . . . . . . 388,509 377,216
------------ -----------
$ 26,729,695 25,048,902
============ ===========
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
1995 1994
------------ -----------
Current liabilities:
Bank overdraft . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -- 703,449
Current portion of long-term debt (note 4) . . . . . . . . . . . . . . 20,545,576 678,292
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 147,782 134,613
Due to affiliates (note 9) . . . . . . . . . . . . . . . . . . . . . . 1,241,544 1,141,052
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 201,081 204,215
Accrued real estate taxes. . . . . . . . . . . . . . . . . . . . . . . 480,406 --
Other current liabilities. . . . . . . . . . . . . . . . . . . . . . . 30,541 41,352
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . 22,646,930 2,902,973
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . 23,916 13,016
Long-term debt, less current portion (note 4). . . . . . . . . . . . . . 5,880,735 26,426,311
------------ -----------
Commitments and contingencies (notes 3, 4, 7 and 8)
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . 28,551,581 29,342,300
Venture partners' subordinated equity in venture . . . . . . . . . . . . 10,831,122 9,607,142
Partners' capital accounts (deficits) (note 5):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . 1,397,856 1,358,440
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (3,090,976) (3,089,066)
------------ -----------
(1,692,120) (1,729,626)
------------ -----------
Limited partners (38,505 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 34,926,505 34,926,505
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . 26,276,500 25,002,041
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (72,163,893) (72,099,460)
------------ -----------
(10,960,888) (12,170,914)
------------ -----------
Total partners' capital accounts (deficits). . . . . . . . . . (12,653,008) (13,900,540)
------------ -----------
$ 26,729,695 25,048,902
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . $ 10,654,795 10,721,254 10,583,940
Interest income. . . . . . . . . . . . . . . . . . . 509,667 639,919 523,349
------------ ------------ ------------
11,164,462 11,361,173 11,107,289
------------ ------------ ------------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . 2,443,259 2,816,103 2,915,335
Depreciation . . . . . . . . . . . . . . . . . . . . 876,676 909,426 890,744
Property operating expenses. . . . . . . . . . . . . 4,981,631 4,854,122 5,003,961
Professional services. . . . . . . . . . . . . . . . 103,296 90,699 106,803
Amortization of deferred expenses. . . . . . . . . . 52,482 83,776 63,329
General and administrative . . . . . . . . . . . . . 63,376 67,231 62,248
------------ ------------ ------------
8,520,720 8,821,357 9,042,420
------------ ------------ ------------
Operating earnings (loss). . . . . . . . . . 2,643,742 2,539,816 2,064,869
Partnership's share of operations of
unconsolidated venture (notes 1 and 3) . . . . . . . -- (68,090) (172,317)
Venture partners' share of ventures'
operations (note 3). . . . . . . . . . . . . . . . . (1,329,867) (1,282,966) (1,219,816)
------------ ------------ ------------
Net operating earnings (loss). . . . . . . . . 1,313,875 1,188,760 672,736
Gain on sale or disposition of investment
properties (notes 3 and 7) . . . . . . . . . . . . . -- 1,984,734 39,297
------------ ------------ ------------
Net earnings (loss). . . . . . . . . . . . . . $ 1,313,875 3,173,494 712,033
============ ============ ============
Net earnings (loss) per limited
partnership interest (notes 1 and 5):
Net operating earnings (loss) . . . . . . . $ 33.10 29.95 16.95
Gain on sale or disposition of
investment properties. . . . . . . . . . . -- 51.03 1.01
------------ ------------ ------------
Net earnings (loss). . . . . . . . . $ 33.10 80.98 17.96
============ ============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (38,505 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficit)
December 31,
1992. . . . . $1,000 1,282,355 (3,085,283) (1,801,928) 34,926,505 21,192,599 (71,972,447)(15,853,343)
Net earnings . -- 20,575 -- 20,575 -- 691,458 -- 691,458
Cash distri-
butions
($1.59 per
limited
partnership
interest) . . -- -- (1,820) (1,820) -- -- (61,073) (61,073)
------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
Balance
(deficit)
December 31,
1993. . . . . 1,000 1,302,930 (3,087,103) (1,783,173) 34,926,505 21,884,057 (72,033,520)(15,222,958)
Net earnings . -- 55,510 -- 55,510 -- 3,117,984 -- 3,117,984
Cash distri-
butions
($1.71 per
limited
partnership
interest) . . -- -- (1,963) (1,963) -- -- (65,940) (65,940)
------- ---------- ---------- ---------- ---------- ---------- ----------- ----------
Balance
(deficit)
December 31,
1994. . . . . 1,000 1,358,440 (3,089,066) (1,729,626) 34,926,505 25,002,041 (72,099,460)(12,170,914)
Net earnings . -- 39,416 -- 39,416 -- 1,274,459 -- 1,274,459
Cash distri-
butions
($1.67 per
limited
partnership
interest) . . -- -- (1,910) (1,910) -- -- (64,433) (64,433)
------ ---------- ---------- ---------- ---------- ---------- ----------- ----------
Balance
(deficit)
December 31,
1995. . . . . $1,000 1,397,856 (3,090,976) (1,692,120) 34,926,505 26,276,500 (72,163,893)(10,960,888)
====== ========== ========== ========== ========== ========== =========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . $ 1,313,875 3,173,494 712,033
Items not requiring (providing) cash or
cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . 876,676 909,426 890,744
Amortization of deferred expenses. . . . . . . . . 52,482 83,776 63,329
Amortization of discount on mortgage
notes receivable. . . . . . . . . . . . . . . . . -- (2,876) (2,338)
Partnership's share of operations of
unconsolidated venture. . . . . . . . . . . . . . -- 68,090 172,317
Venture partners' share of ventures'
operations and gain on sale . . . . . . . . . . . 1,329,867 1,282,966 1,219,816
Total gain on sale or disposition of
investment properties . . . . . . . . . . . . . . -- (1,984,734) (39,297)
Changes in:
Interest, rents and other receivables. . . . . . . 60,947 (79,708) 241,341
Prepaid expenses . . . . . . . . . . . . . . . . . 32,497 3,713 1,779
Accrued rents receivable . . . . . . . . . . . . . (11,293) (18,613) (54,634)
Accounts payable . . . . . . . . . . . . . . . . . 13,169 (21,402) 32,982
Due to affiliates. . . . . . . . . . . . . . . . . 100,492 189,110 165,982
Accrued interest . . . . . . . . . . . . . . . . . (3,134) (36,392) (5,019)
Accrued real estate taxes. . . . . . . . . . . . . 480,406 -- (565,481)
Other current liabilities. . . . . . . . . . . . . (10,811) 12,309 4,076
Tenant security deposits . . . . . . . . . . . . . 10,900 (3,503) 1,450
----------- ----------- -----------
Net cash provided by
operating activities. . . . . . . . . . . . 4,246,073 3,575,656 2,839,080
----------- ----------- -----------
Cash flows from investing activities:
Net sales and maturities (purchases)
of short-term investments . . . . . . . . . . . . . 4,780,996 415,113 (3,431,103)
Additions to investment properties . . . . . . . . . (199,920) (848,740) (324,025)
Principal payments on mortgage notes receivable. . . -- 4,054,690 103,828
Partnership's contributions to
unconsolidated venture. . . . . . . . . . . . . . . -- -- (7,963)
Partnership's distributions from
unconsolidated venture. . . . . . . . . . . . . . . -- (38,871) 20,000
Payment of deferred expenses . . . . . . . . . . . . -- (32,840) 2,631
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . . 4,581,076 3,549,352 (3,636,632)
----------- ----------- -----------
Cash flows from financing activities:
Bank overdraft . . . . . . . . . . . . . . . . . . . (703,449) 703,449 --
Principal payments on long-term debt . . . . . . . . (678,292) (4,488,291) (668,309)
Venture partners' contributions to venture . . . . . 829,377 829,946 829,035
Distributions to venture partners. . . . . . . . . . (935,264) (935,263) (909,013)
Distributions to limited partners. . . . . . . . . . (64,433) (65,940) (61,073)
Distributions to general partners. . . . . . . . . . (1,910) (1,963) (1,820)
----------- ----------- -----------
Net cash used in financing activities. . . . (1,553,971) (3,958,062) (811,180)
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . 7,273,178 3,166,946 (1,608,732)
Cash and cash equivalents,
beginning of year. . . . . . . . . . . . . 3,861,805 694,859 2,303,591
----------- ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . . . . . . $11,134,983 3,861,805 694,859
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest. . . . . . $ 2,446,393 2,852,495 2,920,354
=========== =========== ===========
Non-cash investing and financing activities:
Reduction of investment in unconsolidated
venture . . . . . . . . . . . . . . . . . . . . $ -- 414,823 --
----------- ----------- -----------
Non-cash gain recognized due to
lender realizing upon security . . . . . . $ -- 414,823 --
=========== =========== ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1995, 1994 AND 1993
(1) OPERATIONS AND BASIS OF ACCOUNTING
The Partnership holds (directly and through joint venture) two real
estate investments. Business activities consist of rentals to a wide
variety of commercial and retail companies, and the ultimate sale or
disposition of such real estate. The Partnership currently expects to
conduct an orderly liquidation of its remaining investment portfolio and
wind up its affairs not later than December 31, 1999.
The accompanying consolidated financial statements include the
accounts of the Partnership and its venture, Wachovia Building Associates
("Wachovia") (note 3). The effect of all significant transactions between
the Partnership and this venture has been eliminated. The equity method of
accounting had been applied in the accompanying consolidated financial
statements with respect to the Partnership's interest in Fishkill
Associates ("Fishkill") (disposed of in 1994, see note 3(b)). Accordingly,
the accompanying consolidated financial statements do not include the
accounts of Fishkill.
The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the venture as described above.
Such GAAP and consolidation adjustments are not recorded on the records of
the Partnership. The net effect of these items for the years ended
December 31, 1995 and 1994 is summarized as follows:
<TABLE>
<CAPTION>
1995 1994
-------------------------------------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
(UNAUDITED)
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . . . $26,729,695 24,550,717 25,048,902 19,653,713
Partners' capital
accounts (deficit)(note 5):
General partners . . . . . . . . . (1,692,120) (1,137,292) (1,729,626) (1,196,908)
Limited partners . . . . . . . . . (10,960,888) 841,882 (12,170,914) (1,127,919)
Net earnings (note 5):
General partners . . . . . . . . . 39,416 61,525 55,510 120,354
Limited partners . . . . . . . . . 1,274,459 2,034,234 3,117,984 3,770,300
Net earnings per
limited partnership
interest . . . . . . . . . . . . . 33.10 52.83 80.98 97.92
============ =========== =========== ==========
</TABLE>
The net earnings per limited partnership interest is based upon the
number of limited partnership interests outstanding at the end of each
period (38,505). Deficit capital accounts will result, through the
duration of the Partnership, in net gain for financial reporting and
Federal income tax purposes.
Certain reclassifications have been made to the 1994 consolidated
financial statements to conform with the 1995 presentation.
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. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. The
Partnership records amounts held in U.S. Government obligations at cost,
which approximates market. For the purposes of these statements, the
Partnership's policy is to consider all such amounts held with original
maturities of three months or less ($8,949,579 and $3,722,315 at December
31, 1995 and 1994, respectively) as cash equivalents with any remaining
amounts (generally with original maturities of one year or less) reflected
as short-term investments being held to maturity.
Deferred expenses consist primarily of refinancing and commitment
fees. Such fees are amortized over the terms of the related notes using
the straight-line method.
The discount on the long-term mortgage note receivable (note 7) was
being amortized over the terms of the related underlying notes using the
interest method.
Although certain leases of the Partnership provide for tenant
occupancy during periods for which no rent is due, the Partnership accrues
rental income for the full period of occupancy on a straight line basis.
Such amounts are reflected in accrued rents receivable in the accompanying
balance sheets.
Statement of Financial Accounting Standards No. 107 ("SFAS 107"),
"Disclosures about Fair Value of Financial Instruments", requires all
entities to disclose the SFAS 107 value of all financial assets and
liabilities for which it is practicable to estimate. Value is defined in
the Statement as the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or
liquidation sale. The Partnership believes the carrying amount of its
financial instruments classified as current assets and liabilities
(excluding current portion of long-term debt) approximates SFAS 107 value
due to the relatively short maturity of these instruments. There is no
quoted market value available for any of the Partnership's other
instruments. Due to the maturity of the debt secured by the Wachovia Bank
Building and the Phillips Building in 1996, it is not practical to estimate
the SFAS 107 value. The remaining debt, with a carrying balance of
$6,291,445, has been calculated to have an SFAS 107 value of $6,495,113 by
discounting the scheduled loan payments to maturity. Due to restrictions
on transferability and prepayment and the inability to obtain comparable
financing due to current levels of debt, previously modified debt terms or
other property specific competitive conditions, the Partnership would be
unable to refinance these properties to obtain such calculated debt amounts
reported. (See note 4). The Partnership has no other significant
financial instruments.
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 has been
required under applicable law, and may be required in the future, to remit
directly to the tax authorities amounts representing withholding from
distributions paid to partners (see note 3(c)).
(2) INVESTMENT PROPERTIES
(a) General
The Partnership acquired, either directly or through joint ventures
(note 3), two office building complexes and nine shopping centers. Nine
properties have been sold or disposed of by the Partnership. The remaining
two properties owned at December 31, 1995 were operating. The cost of the
investment properties represents the total cost to the Partnership or its
ventures plus miscellaneous acquisition costs.
Depreciation on the properties has been provided over the estimated
useful lives of the various components as follows:
YEARS
-----
Buildings and improvements--150% declining-balance
or straight-line. . . . . . . . . . . . . . . . 5-40
====
The investment properties are pledged as security for the long-term
debt, for which there is no recourse to the Partnership.
Maintenance and repair expenses are charged to operations as incurred.
Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.
Under the Partnership's impairment policy, provisions for value
impairment are recorded with respect to investment properties pursuant to
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". Therefore, the Partnership does not anticipate
any effect on its consolidated financial statements upon full adoption of
SFAS 121 as required in the first quarter of 1996.
(b) Bristol
During 1989, the Partnership consummated a lease which provides for
the addition of a 90,000 square foot anchor store at the Bristol Mall
shopping center. Pursuant to the terms of the lease, the Partnership or
its assignee is required to build the anchor store and complete a mall
enhancement program. It appears likely that Partnership funds will be
required to fund the remainder of the cost of the anchor store and pay for
the enhancement program (currently estimated to total approximately
$7,100,000). The decision to commit Partnership funds to these items will
depend upon the Partnership's ability to reach definitive agreements with
the anchor store, which would include an amendment of its lease.
Construction of the anchor store would also require certain agreements with
the existing mortgage lender. There is no assurance that the Partnership
will obtain the necessary binding agreements with the anchor store and the
mortgage lenders, and in the event they are not obtained, the Partnership
may decide not to build the anchor store and complete a mall enhancement.
If the Partnership does not commit the additional funds necessary for the
mall enhancement, the anchor store has the right to terminate the existing
lease agreement and the Partnership would be required to absorb the amount
of the initial development costs incurred for this investment. The
development costs capitalized in 1995 are approximately $187,000. The
aggregate costs capitalized are approximately $1,949,000 at December 31,
1995.
To explore the Partnership's options respecting this property, the
Partnership began marketing the property for sale. In February 1996, the
Partnership entered into a non-binding letter of intent to sell the Bristol
Mall. The prospective purchaser (an independent third party) is currently
conducting its due diligence review with respect to the property and is
expected to complete such review by the end of April 1996. A sale of the
property for the proposed terms would result in a gain to the Partnership
for financial reporting and Federal income tax purposes in 1996. The
letter of intent executed by the Partnership and the prospective purchaser
is non-binding and consummation of the proposed transaction is subject to
the satisfaction of various conditions. Therefore, there can be no
assurance that a sale of the property will be consummated on any terms.
(3) VENTURE AGREEMENTS
(a) General
The Partnership at December 31, 1995 is a party to one operating joint
venture agreement. Under certain circumstances, either pursuant to the
venture agreement or due to the Partnership's obligations as general
partner, the Partnership may be required to make additional cash
contributions to the venture.
There are certain risks associated with the Partnership's investment
made through a joint venture including the possibility that the
Partnership's joint venture partner in an investment might become unable or
unwilling to fulfill their financial or other obligations, or that such
joint venture partner may have economic or business interests or goals that
are inconsistent with those of the Partnership.
(b) Fishkill
The Partnership owned a 10% interest in Fishkill, which owned an 80%
interest in Dutchess Mall Associates ("Dutchess"), the former owner of
Dutchess Mall located in Fishkill, New York. Dutchess had been actively
negotiating with the first mortgage lender to seek a modification of the
terms of the current mortgage loan to provide the funds necessary for a
much needed renovation of the center. During 1993, Dutchess received a
notice of default and acceleration from the first mortgage lender. In this
regard, Dutchess and the lender reached a six-month standstill agreement
(which expired on July 31, 1993) whereby Dutchess proceeded with an
aggressive leasing and remerchandising program in order to re-position the
mall to better compete within its market. Pursuant to the terms of the
agreement, Dutchess had remitted the monthly net cash flow (as defined) to
the lender as debt service. Upon expiration of the standstill agreement,
interest on the mortgage was accrued at a default rate of 18% as opposed to
the contract rate of 13.75% in 1993. Efforts to lease the center did not
meet with lender approval and on May 13, 1994 the property was transferred
to the lender.
As a result of the transfer of title to the lender as discussed above,
Dutchess no longer has an ownership interest in the property and recognized
a gain for financial reporting purposes of $3,858,247 (of which $414,823 is
allocated to the Partnership) and recognized a gain of $3,558,767 (of which
$391,096 is allocated to the Partnership) for Federal income tax purposes
during 1994 with no corresponding distributable proceeds. Accordingly,
Dutchess and Fishkill terminated their affairs in 1994.
(c) Wachovia
In July 1986, the Partnership contributed its 100% ownership interest
in the Wachovia Bank Building and Phillips Building to Wachovia, a newly
formed joint venture partnership. The Partnership's venture partner has
agreed to contribute $10,700,000, before applicable interest, to the
venture pursuant to a payment schedule from the closing date through August
1, 1996. As of December 31, 1995, a total of $10,959,404, including
interest, has been contributed.
The venture agreement provides for a preferred return of annual cash
flow to the Partnership and the venture partners with any remaining annual
cash flow allocated, in general, 65% to the Partnership and 35% to the
venture partners through December 1995. Subsequent to December 1995,
annual cash flow is distributable 65% and 35% to the Partnership and
venture partners, respectively. For Federal income tax purposes and
financial reporting purposes, profits and losses from operation are
allocated 65% to the Partnership and 35% to the venture partners.
The property's mortgage loan is due in late 1996 and due to the short-
term nature of the renewal, it is considered unlikely that the Partnership
would be able to secure replacement financing or receive an extension from
the existing lender on favorable terms at that time. The Partnership is
currently marketing the remaining space (approximately 40% of the building
vacated by Wachovia Bank at the expiration of their lease) in the Wachovia
Bank Building and Phillips Building to prospective replacement tenants but
has not been successful in its efforts due to the lack of large space users
in this market. Re-leasing the remaining space in the building or any
additional extensions of the Wachovia Bank lease would likely require major
renovation to the building as well as significant tenant improvements
which, in turn, would be contingent upon the Partnership obtaining
financing for these tenant replacement costs. Unless replacement tenants
are secured on acceptable terms for the remaining space in the Wachovia
Bank Building, it is unlikely that the Partnership will commit any
additional funds to the property. This may result in the Partnership no
longer having an ownership interest in the two office buildings upon
maturity of the mortgage loan as they are both subject to one mortgage.
This action would result in a gain for financial reporting and Federal
income tax purposes with no corresponding distributable proceeds.
Additionally, the Partnership could be required to remit to the local tax
authorities withholding for taxes due as a result of this action. This
withholding amount is currently estimated to be approximately $500,000.
The property is managed for a management fee calculated at 3-1/2% of
the gross receipts of the property and a leasing fee of $50,000 per year.
Payment of 1-1/2% of the 3-1/2% management fee is deferred (as required in
the agreement with the venture partner) until the sale of the property and
is subordinated to certain distributions of net sale and refinancing
proceeds to the venture partners (see note 6).
(4) LONG-TERM DEBT
Long-term debt consists of the following at December 31, 1995 and
1994:
1995 1994
----------- -----------
9-1/4% mortgage note secured by
two office buildings in
Winston-Salem, North Carolina;
payable in monthly installments
of $181,640 (including interest)
through October 31, 1996 when
the remaining unpaid principal
balance of $19,861,164 is payable
(note 3(c)) . . . . . . . . . . . . . . $20,134,866 20,436,738
8-3/4% mortgage note, due
February 2006, secured by a
shopping center in Bristol,
Virginia; payable in monthly
installments of $78,750
(including interest). . . . . . . . . . 6,291,445 6,667,865
----------- -----------
Total debt. . . . . . . . . . . . . 26,426,311 27,104,603
Less current portion of
long-term debt . . . . . . . . . . (20,545,576) (678,292)
----------- -----------
Total long-term debt. . . . . . . . $ 5,880,735 26,426,311
=========== ===========
Five-year maturities of long-term debt are summarized as follows:
1996. . . . . . . . . . . . . $20,545,576
1997. . . . . . . . . . . . . 448,125
1998. . . . . . . . . . . . . 488,947
1999. . . . . . . . . . . . . 533,488
2000. . . . . . . . . . . . . 582,086
===========
(5) PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 97% to the Limited
Partners and 3% to the General Partners. Profits from the sale or
refinancing of investment properties are to be allocated to the General
Partners in an amount equal to the greater of (a) any cash distributions to
the General Partners from the proceeds of any sale or refinancing (as
described below) or (b) 1% of the profits from the sale or refinancing.
Losses from the sale or refinancing of investment properties are to be
allocated 1% to the General Partners. The remaining sale or refinancing
profits and losses will be allocated to the Limited Partners.
The Partnership Agreement also generally provides that notwithstanding
any allocation contained in the Agreement, if at any time profits are
realized by the Partnership, any current or anticipated event would cause
the deficit balance in absolute amount in the Capital Account of the
General Partners to be greater than their share of the Partnership's
indebtedness (as defined) after such event, then the allocation of Profits
to the General Partners shall be increased to the extent necessary to cause
the deficit balance in the Capital Account of the General Partners to be no
less than their respective shares of the Partnership's indebtedness after
such event. In general, the effect of this provision is to allow the
deferral of the recognition of taxable gain to the Limited Partners.
The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon termination
of the Partnership.
Distributions of "cash flow" of the Partnership are allocated 90% to
the Limited Partners and 10% to the General Partners (of which 5%
constitutes a management fee to the Managing General Partner for services
in managing the Partnership). However, such management fees and a portion
of such distributions to the General Partners are subordinated to the
Limited Partners' receipt of a stipulated return on capital.
The Partnership Agreement provides that the General Partners shall
receive as a distribution from the sale of a real property by the
Partnership an amount up to 3/4 of 1% of the selling price and that the
remaining proceeds (net after expenses and retained working capital) be
distributed 85% to the Limited Partners and 15% to the General Partners.
However, the Limited Partners were to receive 100% of all net sale proceeds
until the Limited Partners (i) had received cash distributions of sale or
refinancing proceeds in an amount equal to the Limited Partners' aggregate
initial capital investment in the Partnership and (ii) had received
cumulative cash distributions from the Partnership's operations which, when
combined with sale or refinancing proceeds previously distributed, equaled
a 7% annual return on the Limited Partners' average capital investment for
each year (their initial capital investment as reduced by sale or
refinancing proceeds previously distributed) commencing with the fourth
fiscal quarter of 1977. The Limited Partners have received cash
distributions that satisfied the requirements in (i) and (ii) above.
(6) MANAGEMENT AGREEMENTS
The Partnership has entered into agreements for the operation and
management of the various investment properties. Such agreements are
summarized as follows:
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. In December 1994, one of the affiliated
property managers sold substantially all of its assets and assigned its
interest in its management contracts to an unaffiliated third party. In
addition, certain of the management personnel of the property manager
became management personnel of the purchaser and its affiliates. The
successor to the affiliated property manager's assets is acting as the
property manager of the Wachovia Bank Building and Phillips Building after
the sale on the same terms that existed prior to the sale. Bristol Mall
shopping center continues to be managed by an affiliate of the General
Partners.
(7) SALE OF INVESTMENT PROPERTY - TOWNE SOUTH PLAZA
In 1983, the Partnership sold the Towne South Plaza. The sale price
was $8,213,500, consisting of $2,833,500 in cash, a promissory note in the
amount of $600,000 and a $4,780,000 purchase price wrap-around promissory
note secured by the property. For financial reporting purposes, the sale
was accounted for by the installment method. Gain recognized in 1993 was
aggregated $39,297.
On October 17, 1994, the wrap-around mortgage note receivable secured
by the Towne South Plaza shopping center was paid in full by the borrower.
The Partnership received $4,064,393 including a $77,469 prepayment penalty
based upon the outstanding mortgage note receivable at the time of the
retirement. Concurrently, the Partnership paid in full the underlying
mortgage indebtedness of the property by remitting $3,829,451, including a
$37,764 prepayment penalty based upon the outstanding loan balance at the
time of the retirement. The remaining balance of the gain on sale
recognized in 1994 for financial reporting purposes was $1,569,911.
(8) LEASES - AS PROPERTY LESSOR
At December 31, 1995, the Partnership and its consolidated venture's
principal assets are one shopping center and one office building complex.
The Partnership has determined that all leases relating to these properties
are properly classified as operating leases; therefore, rental income is
reported when earned and the cost of each of the properties, excluding cost
of land, is depreciated over the estimated useful lives. Leases with
tenants range in term from one to thirty years and provide for fixed
minimum rent and partial reimbursement of operating costs. In addition,
leases with shopping center tenants provide for additional rent based upon
percentages of tenants' sales volumes. With respect to the Partnership's
shopping center investment, a substantial portion of the ability of retail
tenants to honor their leases is dependent upon the retail economic sector.
Costs and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1995:
Office Building:
Cost. . . . . . . . . . . . . . . . . . $12,992,133
Accumulated depreciation. . . . . . . . (5,728,207)
-----------
7,263,926
Shopping Center:
Cost. . . . . . . . . . . . . . . . . . 19,697,757
Accumulated depreciation. . . . . . . . (12,142,259)
-----------
7,555,498
-----------
$14,819,424
===========
Minimum lease payments including amounts representing executory costs
(e.g. taxes, maintenance, insurance), and any related profit in excess of
specific reimbursements, to be received in the future under the above
operating lease agreements, are as follows:
1996. . . . . . . . . . . . . . . . $ 5,028,113
1997. . . . . . . . . . . . . . . . 4,813,210
1998. . . . . . . . . . . . . . . . 3,283,946
1999. . . . . . . . . . . . . . . . 3,237,864
2000. . . . . . . . . . . . . . . . 2,771,094
Thereafter. . . . . . . . . . . . . 3,615,202
-----------
Total. . . . . . . . . . . . . . $22,749,429
===========
Contingent rent (based on sales of property tenants) included in
consolidated rental income was as follows for the years ended December 31,
1995, 1994 and 1993:
1993. . . . . . . . . . . . . . . . $198,471
1994. . . . . . . . . . . . . . . . 221,144
1995. . . . . . . . . . . . . . . . 280,375
========
(9) TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of December 31,
1995 and for the years ended December 31, 1995, 1994 and 1993 are as
follows:
<TABLE>
<CAPTION>
UNPAID AT
DECEMBER 31,
1995 1994 1993 1995
-------- -------- -------- --------------
<S> <C> <C> <C> <C>
Property management and
leasing fees . . . . . . . . . . . . . $241,983 462,099 520,758 1,241,519
Insurance commissions. . . . . . . . . . 22,293 22,627 24,369 --
Reimbursement (at cost)
for out-of-pocket expenses . . . . . . 6,463 877 5,005 25
Reimbursement (at cost) for
out-of-pocket salary and
salary related expenses
relating to on-site and
other costs for the
Partnership and its
investment properties. . . . . . . . . 83,237 62,312 87,000 --
-------- -------- -------- ---------
$353,976 547,915 637,132 1,241,544
======== ======== ======== =========
</TABLE>
All amounts deferred or currently payable to the General Partners and
their affiliates do not bear interest. The General Partners and their
affiliates have deferred receipt of approximately $1,200,000 of property
management and leasing fees (approximately $30 per Interest) pursuant to
the Wachovia agreement with its venture partner (see note 3(c)). Such
amounts are deferred until the sale of the property and are subordinated to
certain distributions of net sale and refinancing proceeds to the venture
partners.
Effective October 1, 1995, the Managing General Partner of the
Partnership engaged independent third parties to perform certain
administrative services for the Partnership which were previously performed
by affiliates of the General Partners.
<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
<CAPTION>
COSTS CAPITALIZED GROSS AMOUNT AT WHICH
INITIAL COST SUBSEQUENT TO CARRIED AT CLOSE
TO PARTNERSHIP (A) ACQUISITION OF PERIOD (B)(C)
------------------------- ---------------------------- -----------------------
BUILDINGS BUILDINGS BUILDINGS
AND AND AND
ENCUMBRANCE LAND IMPROVEMENTS LAND IMPROVEMENTS LAND IMPROVEMENTS
----------- ----------- ------------ ------------ --------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OFFICE
BUILDING:
Winston-
Salem,
North
Carolina
(E) . . . . .$20,134,866 1,949,914 21,281,279 -- (10,239,060) 1,949,914 11,042,219
SHOPPING
CENTER:
Bristol,
Virginia . . . 6,291,445 621,242 14,811,832 180,461 4,084,222 801,703 18,896,054
----------- ---------- ---------- -------- ---------- --------- ----------
Total . .$26,426,311 2,571,156 36,093,111 180,461 (6,154,838) 2,751,617 29,938,273
=========== ========== ========== ======== ========== ========= ==========
</TABLE>
<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1995
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
TOTAL DEPRECIATION(D) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
------------- ---------------- ------------ ---------- --------------- ----------
<S> <C> <C> <C> <C> <C>
OFFICE
BUILDING:
Winston-
Salem,
North
Carolina
(E) . . . . . . $12,992,133 5,728,207 1966/72 1/31/77 5-40 years 481,156
SHOPPING
CENTER:
Bristol,
Virginia . . . . 19,697,757 12,142,259 1975 8/31/77 5-35 years 159,443
----------- ---------- -------
Total . . . $32,689,890 17,870,466 640,599
=========== ========== =======
<FN>
_______________
Notes:
(A) The initial cost to the Partnership represents the original purchase price of the properties.
(B) The aggregate cost of the above real estate at December 31, 1995 for Federal income tax
purposes was approximately $47,166,000.
</TABLE>
<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
(C) Reconciliation of real estate owned:
<CAPTION>
1995 1994 1993
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . . $ 32,489,970 31,641,230 31,317,205
Additions during period. . . . . . . . . . . . . . 199,920 848,740 324,025
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . . $ 32,689,890 32,489,970 31,641,230
============ ============ ============
(D) Reconciliation of accumulated depreciation:
Balance at beginning of period . . . . . . . . . . $ 16,993,790 16,084,364 15,193,620
Depreciation expense . . . . . . . . . . . . . . . 876,676 909,426 890,744
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . . $ 17,870,466 16,993,790 16,084,364
============ ============ ============
<FN>
(E) The Partnership contributed the net book value of this property in the amount of
$12,339,911 to a newly formed joint venture in 1986. Reference is made to Note 3(c)
for a description of such transaction.
</TABLE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes or disagreements with accountants during fiscal
year 1994 and 1995.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation substantially all of the
outstanding stock of which is owned directly or indirectly, by certain of
its officers and directors and members of their families. JMB has
responsibility for all aspects of the Partnership's operations, subject to
the requirement that sales of real property must be approved by Messrs.
Neil G. Bluhm and Judd D. Malkin as the individual general partners of the
Partnership. The Partnership is subject to certain conflicts of interest
arising out of its relationships with the General Partners and their
affiliates as well as the fact that the General Partners and their
affiliates are engaged in a range of real estate activities. Certain
services have been and may in the future be provided to the Partnership or
its investment properties by affiliates of the General Partners, including
property management services and insurance brokerage services. In general,
such services are to be provided on terms no less favorable to the
Partnership than could be obtained from independent third parties and are
otherwise subject to conditions and restrictions contained in the
Partnership Agreement. The Partnership Agreement permits the General
Partners and their affiliates to provide services to, and otherwise deal
and do business with, persons who may be engaged in transactions with the
Partnership, and permits the Partnership to borrow from, purchase goods and
services from, and otherwise to do business with, persons doing business
with the General Partners or their affiliates. The General Partners and
their affiliates may be in competition with the Partnership under certain
circumstances, including, in certain geographical markets, for tenants for
properties and/or for the sale of properties. Because the timing and
amount of cash distributions and profits and losses of the Partnership may
be affected by various determinations by the General Partners under the
Partnership Agreement, including whether and when to sell or refinance a
property, the establishment and maintenance of reasonable reserves, the
timing of expenditures and the allocation of certain tax items under the
Partnership Agreement, the General Partners may have a conflict of interest
with respect to such determinations.
The names, positions held and length of service therein of each
director and the executive and certain other officers of the Managing
General Partner are as follows:
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Glenn E. Emig Executive Vice President 1/01/93
Chief Operating Officer 1/01/95
Gary Nickele Executive Vice President and 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Howard Kogen Senior Vice President 1/02/86
Treasurer 1/01/91
There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Managing General Partner to be held on
June 5, 1996. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Managing General Partner to be held on June 5,
1996. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-VII ("Carlyle-VII"), Carlyle Real Estate Limited Partnership-IX
("Carlyle-IX"), Carlyle Real Estate Limited Partnership-X ("Carlyle-X"),
Carlyle Real Estate Limited Partnership-XI ("Carlyle-XI"), Carlyle Real
Estate Limited Partnership-XII ("Carlyle-XII"), Carlyle Real Estate Limited
Partnership-XIII ("Carlyle-XIII"), Carlyle Real Estate Limited
Partnership-XIV ("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV
("Carlyle-XV"), Carlyle Real Estate Limited Partnership-XVI ("Carlyle-
XVI"), Carlyle Real Estate Limited Partnership-XVII ("Carlyle-XVII"), JMB
Mortgage Partners, Ltd. ("Mortgage Partners"), JMB Mortgage Partners,
Ltd.-II ("Mortgage Partners-II"), JMB Mortgage Partners, Ltd.-III
("Mortgage Partners-III"), JMB Mortgage Partners, Ltd.-IV ("Mortgage
Partners IV"), Carlyle Income Plus, Ltd. ("Carlyle Income Plus") Carlyle
Income Plus, L.P. II ("Carlyle Income Plus-II") and the managing general
partner of JMB Income Properties, Ltd.-IV ("JMB Income-IV"), JMB Income
Properties, Ltd.-VI ("JMB Income-VI"), JMB Income Properties, Ltd.-VII
("JMB Income-VII"), JMB Income Properties, Ltd.-IX ("JMB Income-IX"), JMB
Income Properties, Ltd.-X ("JMB Income-X"), JMB Income Properties, Ltd.-XI
("JMB Income-XI"), JMB Income Properties, Ltd.-XII ("JMB Income-XII"), and,
JMB Income Properties, Ltd.-XIII ("JMB Income-XIII"). JMB is also the sole
general partner of the associate general partner of most of the foregoing
partnerships. Most of the foregoing directors and officers are also
officers and/or directors of various affiliated companies of JMB, including
Arvida/JMB Managers, Inc. (the general partner of Arvida/JMB Partners, L.P.
("Arvida")), Arvida/JMB Managers-II, Inc. (a general partner of Arvida/JMB
Partners, L.P.-II ("Arvida-II")) and Income Growth Managers, Inc. (the
corporate general partner of IDS/JMB Balanced Income Growth, Ltd.
("IDS/BIG")). Most of such directors and officers are also partners of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-VII, Carlyle-IX, Carlyle-X,
Carlyle-XI, Carlyle-XII, Carlyle-XIII, Carlyle-XIV, Carlyle-XV,
Carlyle-XVI, Carlyle-XVII, JMB Income-VI, JMB Income-VII, JMB Income-IX,
JMB Income-X, JMB Income-XI, JMB Income-XII, JMB Income-XIII, Mortgage
Partners, Mortgage Partners-II, Mortgage Partners-III, Mortgage
Partners-IV, Carlyle Income Plus, Carlyle Income Plus-II and IDS/BIG.
The business experience during the past five years of each such
director and officer of the Managing General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 58) is an individual general partner of JMB
Income-IV. Mr. Malkin has been associated with JMB since October, 1969.
Mr. Malkin is a director of Urban Shopping Centers, Inc., an affiliate of
JMB that is a real estate investment trust in the business of owning,
managing and developing shopping centers.
Neil G. Bluhm (age 58) is an individual general partner of JMB
Income-IV. Mr. Bluhm has been associated with JMB since August, 1970. Mr.
Bluhm is a director of Urban Shopping Centers, Inc., an affiliate of JMB
that is a real estate investment trust in the business of owning, managing
and developing shopping centers. He is a member of the Bar of the State of
Illinois and a Certified Public Accountant.
Burton E. Glazov (age 57) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December of
1990. He is a member of the Bar of the State of Illinois and a Certified
Public Accountant.
Stuart C. Nathan (age 54) has been associated with JMB since July,
1972. Mr. Nathan is also a director of Sportmart Inc., a retailer of
sporting goods. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 62) (President and Director of JMB Insurance Agency,
Inc.) has been associated with JMB since December, 1972.
John G. Schreiber (age 49) has been associated with JMB since
December, 1970 and served as an Executive Vice President for JMB until
December, 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
a company which is engaged in the real estate investing business. He is
also a senior advisor and partner of Blackstone Real Estate Partners, an
affiliate of the Blackstone Group, L.P. Since 1994, Mr. Schreiber has also
served as a trustee of Amli Residential Property Trust, a publicly-traded
real estate investment trust that invests in multi-family properties. Mr.
Schreiber is also a director of Urban Shopping Centers, Inc. and a number
of investment companies advised or managed by T. Rowe Price Associates and
its affiliates. He holds a Masters degree in Business Administration from
Harvard University Graduate School of Business.
H. Rigel Barber (age 46) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.
Glenn E. Emig (age 48) has been associated with JMB since December,
1979. Prior to becoming Executive Vice President of JMB in 1993, Mr. Emig
was Executive Vice President and Treasurer of JMB Institutional Realty
Corporation. He holds a Masters Degree in Business Administration from the
Harvard University Graduate School of Business and is a Certified Public
Accountant.
Gary Nickele (age 43) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 47) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.
Howard Kogen (age 60) has been associated with JMB since March, 1973.
He is a Certified Public Accountant.
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers or directors. The Partnership is
required to pay a management fee to the Managing General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses. Reference is made to Notes 5 and 9 for a
description of such transactions, distributions and allocations. In 1995,
1994 and 1993 cash distributions of $1,910, $1,963 and $1,820 were paid,
respectively, to the General Partners.
JMB Properties Company, an affiliate of the Managing General Partner,
provided property management services to the Partnership for the Wachovia
Bank Building and Phillips Building in Winston-Salem, North Carolina
through the date of its sale in December, 1994 at fees calculated at 3-1/2%
of gross income. JMB Retail Properties Company (renamed Urban Retail
Properties Company as of March 15, 1995), an affiliate of the Managing
General Partner, provided property management services to the Partnership
for the Dutchess Mall in Fishkill, New York (through date of disposition)
and the Bristol Mall in Bristol, Virginia at fees calculated at 5%
(Dutchess Mall and Bristol Mall) of gross income from the properties. In
1995, such affiliates earned property management and leasing fees amounting
to $241,983. As of December 31, 1995, management and leasing fees due to
such affiliates in the amount of $1,241,519 remain unpaid. As set forth in
the Prospectus of the Partnership, the Managing General Partner must
negotiate such agreements on terms no less favorable to the Partnership
than those customarily charged for similar services in the relevant
geographical area (but in no event for a fee greater than 5% of the gross
income from a property), and such agreements must be terminable by either
party thereto, without penalty, upon 60 days' notice.
JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner, earned and received insurance brokerage commissions in 1995
aggregating $22,293 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership. Such
commissions are at rates set by insurance companies for the classes of
coverage involved.
The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments. In 1995, the
Managing General Partner earned reimbursements for such out-of-pocket
expenses in the amount of $89,700, of which $25 was unpaid as of December
31, 1995.
The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner. The relationship of
the Managing General Partner (and its officers and directors) to its
affiliates is set forth in Item 10 above and Exhibit 21 hereto.
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The following group is known by the Partnership to own beneficially more than 5% of the outstanding
Interests of the Partnership.
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership Liquidity Financial 2,642.84 Interests 6.86%
Interest Corporation indirectly (as invest-
1900 Powell Street ment manager or, through
Suite 730 Emeryville, affiliated entities,
California 94608 general partner of 15
separate investment funds)
<FN>
(b) The Managing General Partner, its officers and directors and the Associate General Partner own the
following Interests of the Partnership:
</TABLE>
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests JMB Realty Corporation 5 Interests Less than 1%
directly
Limited Partnership Managing General Partner 5 Interests Less than 1%
Interests its officers and directly
directors and the Associate
General Partner as a group
<FN>
No officer or director of the Managing General Partner of the Partnership possesses a right to acquire
beneficial ownership of Interests of the Partnership.
(c) There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date
result in a change in control of the Partnership.
</TABLE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Managing General Partner, affiliates or their management other than
those described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements. (See Index to Financial
Statements filed with this annual report).
(2) Exhibits.
3-A.* The Prospectus of the Partnership dated August
15, 1977, as supplemented September 20, 1977, filed with the Commission
pursuant to Rules 424(b) and 424(c), is hereby incorporated herein by
reference. Copies of pages 8-15, 43, 87, 92 and A-6 to A-17 of the
Prospectus are incorporated herein by reference.
3-B.* Amended and Restated Agreement of Limited
Partnership set forth as Exhibit A to the Prospectus, which is incorporated
herein by reference and which agreement is hereby incorporated herein by
reference.
4-A. Documents relating to the refinancing of the
mortgage loan, dated October 17, 1986, secured by the Wachovia Bank
Building and Phillips Building office buildings in Winston-Salem, North
Carolina are hereby incorporated by reference to the Partnership's Report
on Form 10-K (File No. 0-8716) dated March 19, 1993.
4-B. Documents relating to the mortgage loan secured
by the Bristol Mall shopping center in Bristol, Virginia are hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-8716) dated October 17, 1977.
10-A. Acquisition documents relating to the purchase by
the Partnership of an interest in the Wachovia Bank Building and Phillips
Building in Winston Salem, North Carolina are hereby incorporated by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 2-58026) dated September 20, 1977.
10-B. Acquisition documents relating to the purchase by
the Partnership of the Bristol Mall shopping center in Bristol, Virginia
are hereby incorporated by reference to the Partnership's Report on Form 8-
K (File No. 0-8716) dated October 17, 1977.
21. List of Subsidiaries.
24. Powers of Attorney.
27. Financial Data Schedule
----------
* Previously filed as Exhibits 3-A and 3-B, respectively, to
the Partnership's Report for December 31, 1992 on Form 10-K of the
Securities Exchange Act of 1934 (File no. 0-8716) filed on March 19, 1993
and hereby incorporated herein by reference.
(b) No Reports on Form 8-K was filed since the beginning of the
last quarter of the period covered by this report.
No annual report for the fiscal year 1995 has been sent to the
Partners of the Partnership. An annual report will be sent to the Partners
subsequent to this filing.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - V
By: JMB Realty Corporation
Managing General Partner
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 25, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: JMB Realty Corporation
Managing General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 25, 1996
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 25, 1996
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 25, 1996
GLENN E. EMIG*
By: Glenn E. Emig, Chief Operating Officer
Date: March 25, 1996
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 25, 1996
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 25, 1996
STUART C. NATHAN*
By: Stuart C. Nathan,
Executive Vice President and Director
Date: March 25, 1996
*By: GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull
Attorney-in-Fact
Date: March 25, 1996
JMB INCOME PROPERTIES, LTD. - V
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----
3-A. Pages 8-15, 43, 87, 92
and A-6 to A-17 of the
Prospectus of the Partnership
dated August 15, 1977 as
supplemented September 20, 1977 Yes
3-B. Amended and Restated Agreement
of Limited Partnership Yes
4-A. Refinancing loan documents
related to the Wachovia Bank
Building and Phillips Building Yes
4-B. Mortgage loan documents
related to the Bristol Mall Yes
10-A. Acquisition documents related
to the Wachovia Bank Building
and Phillips Building Yes
10-B. Acquisition documents related
to the Bristol Mall Yes
21. List of Subsidiaries No
24. Powers of Attorney No
27. Financial Data Schedule No
EXHIBIT 21
LIST OF SUBSIDIARIES
The Partnership is a general partner in Wachovia Building Associates,
an Illinois limited partnership which holds title to the Wachovia Bank and
Phillips Building in Winston-Salem, North Carolina. Reference is made to
Note 3 of the Notes to Consolidated Financial Statements filed with this
annual report for a description of the terms of such partnership agreement.
The Partnership's interest in the foregoing joint venture partnership and
the results of its operations are included in the consolidated financial
statements of the Partnership filed with this annual report.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - V, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1995, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 5th day of February, 1996.
H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer
GLENN E. EMIG
- -----------------------
Glenn E. Emig Chief Operating Officer
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1995,
and any and all amendments thereto, the 5th day of February, 1996.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - V, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1995, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 5th day of February, 1996.
NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm
JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin
A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks
STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
A. Lee Sacks
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1995,
and any and all amendments thereto, the 5th day of February, 1996.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE REGISTRANT'S FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 11,134,983
<SECURITIES> 0
<RECEIVABLES> 312,108
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,447,091
<PP&E> 32,689,890
<DEPRECIATION> 17,870,466
<TOTAL-ASSETS> 26,729,695
<CURRENT-LIABILITIES> 22,646,930
<BONDS> 5,880,735
<COMMON> 0
0
0
<OTHER-SE> (12,653,008)
<TOTAL-LIABILITY-AND-EQUITY> 26,729,695
<SALES> 10,654,795
<TOTAL-REVENUES> 11,164,462
<CGS> 0
<TOTAL-COSTS> 5,910,789
<OTHER-EXPENSES> 166,672
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,443,259
<INCOME-PRETAX> 2,643,742
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,313,875
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,313,875
<EPS-PRIMARY> 33.10
<EPS-DILUTED> 33.10
</TABLE>
