SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
September 30, 1998 Commission file #0-8716
JMB INCOME PROPERTIES, LTD. - V
(Exact name of registrant as specified in its charter)
Illinois 36-2897158
(State of organization) (IRS Employer Identification No.)
900 N. Michigan Ave., Chicago, IL 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312/915-1987
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
<PAGE>
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . 12
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 14
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 15
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 5,611,673 5,407,496
Interest, rents and other receivables . . . . . . . . . . . . . . . 186,826 365,405
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 94,806 62,341
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . 5,893,305 5,835,242
------------ ------------
Properties held for sale or disposition . . . . . . . . . . . . . . . 25,933,668 25,899,374
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 279,637 310,960
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . 236,065 281,902
------------ ------------
$ 32,342,675 32,327,478
============ ============
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 878,529 820,940
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 1,714,425 2,296,187
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 213,831 233,723
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 313,178 --
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 3,119,963 3,350,850
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 22,421 23,489
Construction loan payable . . . . . . . . . . . . . . . . . . . . . . 2,829,369 4,513,743
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 23,452,251 24,118,537
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 29,424,004 32,006,619
Venture partner's subordinated equity in venture. . . . . . . . . . . 12,257,617 11,056,329
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 1,500,448 1,458,552
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (3,092,823) (3,092,823)
------------ ------------
(1,591,375) (1,633,271)
------------ ------------
Limited partners (38,505 interests):
Capital contributions, net of offering costs. . . . . . . . . . . 34,926,505 34,926,505
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 29,593,646 28,239,018
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (72,267,722) (72,267,722)
------------ ------------
(7,747,571) (9,102,199)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (9,338,946) (10,735,470)
------------ ------------
$ 32,342,675 32,327,478
============ ============
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $ 2,479,674 2,645,636 8,317,531 7,164,231
Interest income . . . . . . . . . . . . . . . 64,327 70,019 197,870 258,703
----------- ---------- ---------- ----------
2,544,001 2,715,655 8,515,401 7,422,934
----------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . 644,853 603,764 2,047,013 1,639,677
Depreciation. . . . . . . . . . . . . . . . . -- 128,593 -- 290,261
Property operating expenses . . . . . . . . . 1,209,383 1,407,501 3,694,453 3,772,483
Professional services . . . . . . . . . . . . -- 4,375 45,613 55,002
Amortization of deferred expenses . . . . . . 10,441 8,718 31,323 19,261
General and administrative. . . . . . . . . . 31,464 27,627 98,321 96,844
----------- ---------- ---------- ----------
1,896,141 2,180,578 5,916,723 5,873,528
----------- ---------- ---------- ----------
647,860 535,077 2,598,678 1,549,406
Venture partner's share of
venture's operations. . . . . . . . . . . . . (307,909) (373,814) (1,202,154) (916,554)
----------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . $ 339,951 161,263 1,396,524 632,852
=========== ========== ========== ==========
Net earnings (loss) per
limited partnership interest . . . . . $ 8.56 4.06 35.18 15.94
=========== ========== ========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . $ -- -- -- --
=========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,396,524 632,852
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 290,261
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 31,323 19,261
Venture partner's share of venture's operations . . . . . . . . . . . . 1,202,154 916,554
Rental income applied to construction loan payable. . . . . . . . . . . (16,419) (23,561)
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 178,579 61,843
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . (32,465) (41,420)
Escrow deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- (23,838)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 45,837 32,966
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,141 128,196
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . (19,892) 218,752
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 313,178 22,753
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (1,068) (1,179)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 3,151,892 2,233,440
Cash flows from investing activities:
Additions to investment properties, net of related payables . . . . . . . (670,197) (7,760,487)
Proceeds from sale of land parcel . . . . . . . . . . . . . . . . . . . . -- 70,015
Escrow refunds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 482,600
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . (670,197) (7,207,872)
------------ -----------
Cash flows from financing activities:
Cash proceeds from construction loan. . . . . . . . . . . . . . . . . . . 332,045 3,070,874
Principal payments on construction loan . . . . . . . . . . . . . . . . . (2,000,000) --
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (608,697) (556,092)
Refund of deferred financing fees . . . . . . . . . . . . . . . . . . . . -- 6,051
Venture partner's contributions to venture. . . . . . . . . . . . . . . . 621,831 621,907
Distributions to venture partners . . . . . . . . . . . . . . . . . . . . (622,697) (2,734,266)
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (2,277,518) 408,474
------------ -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1998 1997
------------ ------------
Net increase (decrease) in cash and cash equivalents. . . . . . . 204,177 (4,565,958)
Cash and cash equivalents, beginning of year. . . . . . . . . . . 5,407,496 9,717,478
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 5,611,673 5,151,520
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest,
net of capitalized interest . . . . . . . . . . . . . . . . . . . $ 1,735,516 1,606,266
============ ===========
Non-cash investing and financing activities:
Rental income applied to construction loan payable. . . . . . . . . . $ 16,419 23,561
============ ===========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1998 AND 1997
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1997 which are
included in the Partnership's 1997 Annual Report, as certain footnote
disclosures which would substantially duplicate those contained in such
audited financial statements have been omitted from this report.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The Partnership adopted Statement of Financial Accounting Standards
No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed of" ("SFAS 121") as required in the first
quarter of 1996. The Partnership's policy is to consider a property to be
held for sale or disposition when the Partnership has committed to a plan
to sell such property and active marketing activity has commenced or is
expected to commence in the near term. The Partnership has concluded that
it may dispose of a property by no longer funding operating deficits or
debt service requirements thus allowing the lender to realize upon its
security. In accordance with SFAS 121, any properties identified as "held
for sale or disposition" are no longer depreciated. As of September 30,
1998, the Partnership and its consolidated ventures have previously
committed to plans to sell or dispose of both of their remaining investment
properties. Accordingly, both consolidated properties have been classified
as held for sale or disposition in the accompanying consolidated financial
statements as of the respective date of such plan's adoption. The results
of operations, net of venture partners' share, for these properties were
$2,860,091 and $2,031,495, respectively, for the nine months ended
September 30, 1998 and 1997.
Certain amounts in the 1997 consolidated financial statements have
been reclassified to conform with the 1998 presentation.
TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of
September 30, 1998 and for the three and nine months ended September 30,
1998 and 1997 were as follows:
<PAGE>
Unpaid at
September 30,
1998 1997 1998
-------- ------- -------------
Property management
and leasing fees . . . . . . $235,704 194,563 1,526,668
Insurance commissions . . . . 32,882 24,119 --
Reimbursement (at cost) for
out-of-pocket expenses . . . 3,470 2,075 --
-------- ------- ---------
$272,056 220,757 1,526,668
======== ======= =========
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 property management and leasing fees
pursuant to the venture agreement for the Wachovia Bank Building and
Phillips Building. Prior to 1995, an affiliate of the Managing General
Partner provided management and leasing services. In December 1994, the
affiliate sold all of its assets and assigned its interest in the
management contracts, including the one for the Wachovia Bank Building and
Phillips Building to an unaffiliated third party. In connection with such
sale, an affiliate of the General Partners guaranteed payment to the
unaffiliated third party of the portion of the fees currently deferred as
discussed above. Such amounts are deferred until the sale or disposition
of the property and are subordinated to certain distributions of net sale
and refinancing proceeds. As of September 30, 1998, the General Partners
and their affiliates have deferred receipt of approximately $1,488,000
(approximately $37 per interest) of such fees. This amount is reflected in
accounts payable in the accompanying consolidated financial statements.
BRISTOL MALL
During 1989, the Partnership entered into a lease with the J.C. Penney
Company ("J.C. Penney") for an 86,000 square foot addition at the Bristol
Mall shopping center. For the lease to commence, an addition and
associated mall enhancement program was required to be completed. This led
to protracted negotiations with J.C. Penney and the property's mortgage
lender to determine how these capital costs would be funded. As a result,
in July 1996, the Partnership and J.C. Penney executed an amendment to the
existing lease and the Partnership began construction of the anchor store
and the mall enhancement.
The estimated cost of the construction of the anchor store, as well as
the mall enhancement and certain anticipated tenant improvement costs is
approximately $13,940,000, of which approximately $12,080,000 (including
pre-development costs) has been funded as of September 30, 1998. The
remaining costs (approximately $1,860,000) which have been allocated for
tenant improvements are expected to be funded by the Partnership from
available cash. The Partnership expects these costs will be incurred in
1998 and 1999 if a sale of the property, as discussed below, is not
consummated.
The Partnership was utilizing a construction loan provided by J.C.
Penney for certain construction costs up to $4,665,200, which was fully
funded at March 31, 1998.
In August 1997, the J.C. Penney store opened and commenced operations
at the mall and the mall enhancement was completed.
The construction loan bears an interest rate of 10% per annum and
interest accrues on the funds from the date of the advance. The
Partnership was not required to make any payments on the loan until the
first month after the opening date of the new anchor store (in August
1997). The Partnership is required to make monthly interest only payments
for five years on the total amount advanced under the loan plus any
accrued, but unpaid interest from the construction period. Thereafter, for
<PAGE>
the remaining 5-year term of the loan, the Partnership will be required to
make payments of both principal and interest based on a ten-year
amortization schedule with the balance of unpaid principal due upon
maturity. All rental amounts due from the tenant to the Partnership under
the terms of the lease amendment will first be applied against these debt
service payments with any monthly rental amounts owed by J.C. Penney in
excess of the Partnership's monthly payment to be applied as a principal
reduction of the loan. On September 1, 1997, the Partnership began paying
interest on the loan. The rent owed for the period August 1 through
September 1, 1997 to the Partnership was in excess of the required interest
payment. Therefore, in accordance with the loan agreement, the excess
rental payment was applied to principal (approximately $24,000). For the
remainder of 1997 and through July 31, 1998, the monthly interest payments
were in excess of the rents due, therefore no additional amounts had been
applied to principal. However, as a result of the repayment of a portion
of the construction loan discussed below, beginning with the August 1st
payment monthly rents due are in excess of the monthly interest. As of
September 30, 1998 approximately $16,500 has been applied to principal
during 1998. Additionally, the Partnership believes that approximately
$26,500 will be applied to principal in the remainder of 1998.
Additionally, in September 1996, the Partnership escrowed $1,000,000 as
required by the loan agreement. In March 1997, the Partnership (as the
anchor store was 50% complete) was able to withdraw approximately $483,000
from the escrow account based on the achievement of completion points (as
defined). All remaining escrowed funds plus accrued interest were
withdrawn in the fourth quarter of 1997.
Due to the J.C. Penney addition and related mall enhancement, the
Partnership had capitalized $404,511 of the $634,191 of interest expense
incurred by Bristol Mall for the three months ended September 30, 1997.
Pursuant to the loan agreement, the Partnership can repay all or any
portion of the construction loan discussed above at any time without
penalty. The Partnership repaid $2,000,000 in the second quarter of 1998.
As the Partnership had committed to a plan to sell or dispose of the
property, Bristol Mall was classified as held for sale or disposition as of
September 30, 1997, and therefore has not been subject to continued
depreciation beyond such date. The Partnership is marketing the property
for sale. The Partnership is currently negotiating a contract to sell the
property to an unaffiliated third party. However, there can be no
assurance that such contract will be finalized and a sale of the property
will be consummated.
WACHOVIA BANK BUILDING AND PHILLIPS BUILDING
The Partnership is currently marketing the remaining space
(approximately 40% of the buildings vacated by Wachovia Bank at the
expiration of one of their leases in December 1995) to prospective
replacement tenants but has not been successful in its efforts due to the
lack of large space users in this market. In the fourth quarter of 1996,
Wachovia Bank notified the venture that it was exercising its option to
extend one of its leases (for approximately 117,000 square feet) until June
1998 upon the expiration of the current lease in December 1997. Beginning
in the second quarter of 1997, the Wachovia bank approached the Partnership
about leasing additional space. This resulted in the bank leasing
approximately 87,000 square feet (approximately 10% of the buildings).
These leases expired in June 1998 with the other lease as discussed above.
Since June 30, 1998, Wachovia Bank has vacated approximately 97,000 square
feet of space and expects to vacate the remainder of its space in the
Wachovia Bank Building by February 1999.
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, it is unlikely that the
<PAGE>
Partnership will commit any additional funds to the property for leasing or
re-leasing activity. This may result in the Partnership no longer having
an ownership interest in the two office buildings. 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 state tax authorities
withholding for taxes due as a result of this action. This withholding
amount is currently estimated to be approximately $650,000.
The Partnership's venture partner had 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, when it
would owe the balance of its obligation (approximately $7,600,000). The
venture partner has continued to make contributions based on the old
payment schedule rather than making the balloon payment in August 1996 as
required. As a result, the venture partner is currently approximately
$7,300,000 in arrears for such contributions as of the date of this report.
The venture partner's obligation to make such payment is secured only by
its interest in the venture. In the fourth quarter of 1996, the
Partnership notified the venture partner of its default effective August
1996. The Partnership has reached an agreement in principle with the
venture partner whereby the Partnership would receive an option to purchase
the venture partner's interest in the venture for $450,000. Under the
option agreement, upon the closing of the purchase of such interest, the
venture partner would also release the Partnership and the venture from any
and all claims that the venture partner may have against the Partnership
and the venture, including, without limitation, any amounts which may have
accrued prior to such closing date, and the Partnership and the venture
would release the venture partner from any further liabilities under the
Partnership Agreement, including, without limitation, the aforementioned
obligation to make additional capital contributions. The Partnership
expects that it would exercise the option to purchase the venture partner's
interest immediately prior to the sale or other disposition of the property
by the venture.
In January 1997, the venture distributed approximately $2,773,000 and
$2,112,000 to the Partnership and the venture partner, respectively. Such
funds did not secure the venture partner's obligations discussed above and
were related to pre-default events. Consequently, the venture could not
offset such distributions against the venture partner's unfunded capital
commitment.
ADJUSTMENTS
In the opinion of the Managing General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of September 30,
1998 and for the three and nine months ended September 30, 1998 and 1997.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
The board of directors of JMB Realty Corporation ("JMB") the managing
general partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers. The
Special Committee has retained independent counsel to advise it in
connection with any potential tender offers for Interests and has retained
Lehman Brothers Inc. as financial advisor to assist the Special Committee
in evaluating and responding to these and any additional potential tender
offers for Interests.
During 1997 and 1998, some of the Limited Partners in the Partnership
received from unaffiliated third parties unsolicited tender offers to
purchase up to 4.9% of the Interests in the Partnership at prices ranging
from between $140 and $170 per Interest. The Partnership recommended
against acceptance of these offers on the basis that, among other things,
the offer prices were inadequate. All such offers have expired. As of the
date of this report, the Partnership is aware that 16.46% of the Interests
in the Partnership have been purchased by such unaffiliated third parties
either pursuant to such tender offers or through negotiated purchases. In
addition, it is possible that other offers for Interests may be made by
unaffiliated third parties in the future, although there is no assurance
that any other third party will commence an offer for Interests, the terms
of any such offer or whether any such offer, if made, will be consummated,
amended or withdrawn.
At September 30, 1998, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $5,612,000. Such funds are
available for distributions to partners, the potential purchase of the
venture partner's interest in the Wachovia Venture, and for working capital
requirements and capital improvements at Bristol Mall. Additionally, in
June 1998 the Partnership repaid $2,000,000 of the J.C. Penney construction
loan.
The General Partners and their affiliates have deferred payment of
certain fees of approximately $1,488,000 (approximately $37 per interest)
as of September 30, 1998 pursuant to the venture agreement for the Wachovia
Bank Building and Phillips Building. However, it is unlikely that the
General Partners and their affiliates will be reimbursed for such fees.
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. The Partnership's only remaining real estate assets are its
joint venture interest in the Wachovia Bank and Phillips Buildings, and its
interest in Bristol Mall. The Partnership does not expect to realize any
proceeds from the disposition of the Wachovia Bank and Phillips Buildings.
However, the Partnership does expect to realize net proceeds from the sale
of Bristol Mall.
RESULTS OF OPERATIONS
The decrease in interest, rents and other receivables at September 30,
1998 as compared to December 31, 1997 is primarily due to the timing of
payments for rental recoveries at the Bristol Mall.
<PAGE>
The increase in prepaid expenses at September 30, 1998 as compared to
December 31, 1997 is primarily due to the timing of payments for insurance
at the Bristol Mall and Wachovia Bank Building.
The decrease in accounts payable as of September 30, 1998 as compared
to December 31, 1997 is primarily due to the timing of payments for amounts
related to the construction of the addition and related mall enhancements
at the Bristol Mall.
The increase in accrued real estate taxes as of September 30, 1998 as
compared to December 31, 1997 is primarily due to the timing of payment of
real estate taxes at the Bristol Mall and Wachovia Bank Building.
The decrease in construction loan payable at September 30, 1998 as
compared to December 31, 1997 is primarily due to the Partnership prepaying
$2,000,000 on the loan in June 1998. This amount is partially offset by
the final loan funding received in February 1998.
The increase in rental income for the nine months ended September 30,
1998 as compared to the same period in 1997 is primarily due to the opening
of the J.C. Penney store in August 1997 and an increase in charges to
tenants due to an increase in operating expenses at the Bristol Mall. This
increase and related increase in venture partner's share of venture's
operations is also due to an adjustment made to the base rent of a tenant
at the Wachovia Bank Building in the third quarter of 1997 based on the
consumer price index. The decrease in rental income for the three months
ended September 30, 1998 as compared to the same period in 1997 is due to
the Wachovia Bank vacating 97,000 square feet (14% of the building) at the
Wachovia Bank Building in the third quarter of 1998.
The decrease in interest income for the nine months ended
September 30, 1998 as compared to the same period in 1997 is primarily due
to a lower average cash balance as the result of payment of costs related
to the addition and related mall enhancement at the Bristol Mall and the
distribution of approximately $2,112,000 of previously undistributed cash
flow related to the Wachovia Bank Building to the venture partner in 1997.
The increase in mortgage and other interest for the three and nine
months ended September 30, 1998 as compared to the same period in 1997 is
primarily due to the commencement of payment of interest on the
construction note in August 1997. Additionally, the increase is also due
to the Partnership no longer capitalizing interest on the mortgage loan at
the Bristol Mall as the project is complete.
The decrease in depreciation for the three and nine months ended
September 30, 1998 as compared to the same period in 1997 is primarily due
the Bristol Mall being classified as held for sale as of September 30, 1997
and therefore not subject to continued depreciation.
The decrease in property operating expenses for the nine months ended
September 30, 1998 as compared to the same period in 1997 is primarily due
to advertising costs incurred in 1997 as a result of the opening of the
J.C. Penney store at the Bristol Mall.
<PAGE>
<TABLE>
PART II. OTHER INFORMATION
ITEM 5. OTHER INFORMATION
OCCUPANCY
The following is a listing of approximate occupancy levels by quarter for the Partnership's investment
properties owned during 1998:
<CAPTION>
1997 1998
-------------------------------------- ------------------------------
At At At At At At At At
3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Wachovia Bank Building and
Phillips Building
Winston-Salem,
North Carolina. . . . . . . 63% 65% 70% 72% 73% 75% 61%
2. Bristol Mall
Bristol, Virginia. . . . . . 85% 84% 89% 89% 88% 88% 88%
</TABLE>
<PAGE>
PART IV
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) 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. Certain pages 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.
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 have been filed during the last quarter
of the period covered by this report.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - V
BY: JMB Realty Corporation
(Managing General Partner)
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
Date: November 11, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.
By: GAILEN J. HULL
Gailen J. Hull, Principal Accounting Officer
Date: November 11, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-Q FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 5,611,673
<SECURITIES> 0
<RECEIVABLES> 281,632
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,893,305
<PP&E> 25,933,668
<DEPRECIATION> 0
<TOTAL-ASSETS> 32,342,675
<CURRENT-LIABILITIES> 3,119,963
<BONDS> 23,452,251
<COMMON> 0
0
0
<OTHER-SE> (9,338,946)
<TOTAL-LIABILITY-AND-EQUITY>32,342,675
<SALES> 8,317,531
<TOTAL-REVENUES> 8,515,401
<CGS> 0
<TOTAL-COSTS> 3,725,776
<OTHER-EXPENSES> 143,934
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,047,013
<INCOME-PRETAX> 2,598,678
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,396,524
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,396,524
<EPS-PRIMARY> 35.18
<EPS-DILUTED> 35.18
</TABLE>
