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, 1999 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. . . . . . . . . . . . . . 13
PART II OTHER INFORMATION
Item 5. Other Information. . . . . . . . . . . . . . . . 15
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . 16
<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, 1999 AND DECEMBER 31, 1998
(UNAUDITED)
ASSETS
------
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1999 1998
------------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 6,605,561 5,859,549
Interest, rents and other receivables . . . . . . . . . . . . . . . 92,271 267,050
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . 44,644 59,954
------------ ------------
Total current assets. . . . . . . . . . . . . . . . . . . . . 6,742,476 6,186,553
------------ ------------
Investment property:
Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,949,914 --
Buildings and improvements. . . . . . . . . . . . . . . . . . . . . 11,399,502 --
------------ ------------
13,349,416 --
Less accumulated depreciation . . . . . . . . . . . . . . . . . . . (7,050,115) --
------------ ------------
Total investment property, net of accumulated
depreciation. . . . . . . . . . . . . . . . . . . . . . . . 6,299,301 --
Properties held for sale or disposition . . . . . . . . . . . . . . . -- 25,944,030
------------ ------------
Total investment properties . . . . . . . . . . . . . . . . . 6,299,301 25,944,030
Deferred expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 75,897 269,195
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . -- 200,311
------------ ------------
$ 13,117,674 32,600,089
============ ============
<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,
1999 1998
------------- -----------
Current liabilities:
Current portion of long-term debt . . . . . . . . . . . . . . . . . $ 392,124 898,612
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . 1,694,101 1,792,206
Accrued interest. . . . . . . . . . . . . . . . . . . . . . . . . . 150,447 212,781
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . 187,205 --
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . . . 2,423,877 2,903,599
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . 13,282 22,721
Construction loan payable . . . . . . . . . . . . . . . . . . . . . . -- 2,802,626
Long-term debt, less current portion. . . . . . . . . . . . . . . . . 18,512,188 23,219,926
------------ ------------
Commitments and contingencies
Total liabilities . . . . . . . . . . . . . . . . . . . . . . 20,949,347 28,948,872
Venture partner's subordinated equity in venture. . . . . . . . . . . 12,009,057 11,891,331
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 4,265,592 1,537,012
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (5,834,059) (3,096,315)
------------ ------------
(1,567,467) (1,558,303)
------------ ------------
Limited partners (38,505 interests):
Capital contributions, net of offering costs. . . . . . . . . . . 34,926,505 34,926,505
Cumulative net earnings (loss). . . . . . . . . . . . . . . . . . 33,623,810 30,775,887
Cumulative cash distributions . . . . . . . . . . . . . . . . . . (86,823,578) (72,384,203)
------------ ------------
(18,273,263) (6,681,811)
------------ ------------
Total partners' capital accounts (deficits) . . . . . . . . . (19,840,730) (8,240,114)
------------ ------------
$ 13,117,674 32,600,089
============ ============
<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, 1999 AND 1998
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income . . . . . . . . . . . . . . . . $1,301,666 2,479,674 4,339,536 8,317,531
Interest income . . . . . . . . . . . . . . . 76,181 64,327 420,654 197,870
---------- ---------- ---------- ----------
1,377,847 2,544,001 4,760,190 8,515,401
---------- ---------- ---------- ----------
Expenses:
Mortgage and other interest . . . . . . . . . 452,081 644,853 1,450,594 2,047,013
Depreciation. . . . . . . . . . . . . . . . . 1,044,702 -- 1,044,702 --
Property operating expenses . . . . . . . . . 645,412 1,209,383 2,202,971 3,694,453
Professional services . . . . . . . . . . . . 3,484 -- 61,327 45,613
Amortization of deferred expenses . . . . . . 5,271 10,441 18,514 31,323
General and administrative. . . . . . . . . . 21,118 31,464 110,593 98,321
---------- ---------- ---------- ----------
2,172,068 1,896,141 4,888,701 5,916,723
---------- ---------- ---------- ----------
(794,221) 647,860 (128,511) 2,598,678
Venture partner's share of venture's
operations. . . . . . . . . . . . . . . . . . (66) (213,284) (118,676) (611,095)
---------- ---------- ---------- ----------
Earnings (loss) before gain on
sale of investment property. . . . . . (794,287) 434,576 (247,187) 1,987,583
Gain on sale of investment property . . . . . . -- -- 5,998,474 --
---------- ---------- ---------- ----------
Earnings (loss) before extra-
ordinary item. . . . . . . . . . . . . (794,287) 434,576 5,751,287 1,987,583
Extraordinary item - write-off of
unamortized deferred financing costs. . . . . -- -- (174,784) --
---------- ---------- ---------- ----------
Net earnings (loss). . . . . . . . . . . $ (794,287) 434,576 5,576,503 1,987,583
========== ========== ========== ==========
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30 SEPTEMBER 30
-------------------------- --------------------------
1999 1998 1999 1998
----------- ---------- ----------- ----------
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before gain on sale
of investment property. . . . . . . $ (20.01) 10.95 (6.23) 50.07
Gain on sale of investment property . -- -- 84.68 --
Extraordinary item. . . . . . . . . . -- -- (4.49) --
---------- ---------- ---------- ----------
Net earnings (loss) per limited
partnership interest . . . . . . . . . $ (20.01) 10.95 73.96 50.07
========== ========== ========== ==========
Cash distributions per limited
partnership interest . . . . . . . . . $ -- -- 375.00 --
========== ========== ========== ==========
<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, 1999 AND 1998
(UNAUDITED)
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Cash flows from operating activities:
Net earnings (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,576,503 1,987,583
Items not requiring (providing) cash or cash equivalents:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,044,702 --
Amortization of deferred expenses . . . . . . . . . . . . . . . . . . . 18,514 31,323
Venture partner's share of venture's operations . . . . . . . . . . . . 118,676 611,095
Gain on sale of investment property . . . . . . . . . . . . . . . . . . (5,998,474) --
Extraordinary item. . . . . . . . . . . . . . . . . . . . . . . . . . . 174,784 --
Rental income applied to construction loan payable. . . . . . . . . . . (17,166) (16,419)
Changes in:
Interest, rents and other receivables . . . . . . . . . . . . . . . . . 174,779 178,579
Prepaid expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,310 (32,465)
Accrued rents receivable. . . . . . . . . . . . . . . . . . . . . . . . 5,003 45,837
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . (98,105) 54,141
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . (62,334) (19,892)
Accrued real estate taxes . . . . . . . . . . . . . . . . . . . . . . . 187,205 313,178
Tenant security deposits. . . . . . . . . . . . . . . . . . . . . . . . (9,439) (1,068)
------------ -----------
Net cash provided by (used in) operating activities . . . . . . . 1,129,958 3,151,892
Cash flows from investing activities:
Additions to investment properties, net of related payables . . . . . . . (205,760) (670,197)
Proceeds from sale of investment property . . . . . . . . . . . . . . . . 17,356,162 --
------------ -----------
Net cash provided by (used in) investing activities . . . . . . . 17,150,402 (670,197)
------------ -----------
Cash flows from financing activities:
Cash proceeds from construction loan. . . . . . . . . . . . . . . . . . . -- 332,045
Principal payments on construction loan . . . . . . . . . . . . . . . . . -- (2,000,000)
Principal payments on long-term debt. . . . . . . . . . . . . . . . . . . (356,279) (608,697)
Venture partner's contributions to venture. . . . . . . . . . . . . . . . 621,748 621,831
Distributions to venture partners . . . . . . . . . . . . . . . . . . . . (622,698) (622,697)
Distributions to general partners . . . . . . . . . . . . . . . . . . . . (2,737,744) --
Distributions to limited partners . . . . . . . . . . . . . . . . . . . . (14,439,375) --
------------ -----------
Net cash provided by (used in) financing activities . . . . . . . (17,534,348) (2,277,518)
------------ -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONSOLIDATED
1999 1998
------------ -----------
Net increase (decrease) in cash and cash equivalents. . . . . . . 746,012 204,177
Cash and cash equivalents, beginning of year. . . . . . . . . . . 5,859,549 5,407,496
------------ -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . . $ 6,605,561 5,611,673
============ ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest . . . . . . . . . . . . . $ 1,436,685 1,735,516
============ ===========
Non-cash investing and financing activities:
Rental income applied to construction loan payable. . . . . . . . . . $ 17,166 16,419
============ ===========
Sale of investment property:
Total sales proceeds, net of selling expenses . . . . . . . . . . . . . . $ 24,216,567 --
Principal balance on mortgage loan payable. . . . . . . . . . . . . . . . (4,074,945) --
Principal balance on construction loan payable. . . . . . . . . . . . . . (2,785,460) --
------------ ------------
Cash sales proceeds from sale of investment property,
net of selling expenses . . . . . . . . . . . . . . . . . . . . . . . $ 17,356,162 --
============ ============
<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, 1999 AND 1998
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1998 which are
included in the Partnership's 1998 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. The Partnership's
commitment to a plan for sale or disposal has to date however not resulted
in a sale or disposition. As a result, the Partnership has made an
adjustment to record depreciation expense as of June 30, 1999 that would
have been recognized had the 301 North Main and Phillips Building not been
considered "held for sale or disposition". Further, the Partnership has
begun to record depreciation expense for the 301 North Main Building and
Phillips Building commencing July 1, 1999. The results of operations for
the property that was sold were ($154,576) and $627,519, respectively, for
the nine months ended September 30, 1999 and 1998.
Certain amounts in the 1998 consolidated financial statements have
been reclassified to conform with the 1999 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, 1999 and for the nine months ended September 30, 1999 and
1998 were as follows:
Unpaid at
September 30,
1999 1998 1999
-------- ------- -------------
Property management
and leasing fees . . . . . . $ 93,181 235,704 1,608,907
Insurance commissions . . . . 8,494 32,882 --
Reimbursement (at cost) for
out-of-pocket expenses . . . 38 3,470 --
-------- ------- ---------
$101,713 272,056 1,608,907
======== ======= =========
<PAGE>
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 301 North Main 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 301 North Main 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 of
approximately $1,570,000 (approximately $40 per interest) as discussed
above. Such amounts are deferred until the sale or disposition of the
property or upon the termination of the property management agreement and
are expected to be paid at that time. All amounts due affiliates are
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 cost of the construction of the anchor store, as well as the mall
enhancement was approximately $12,080,000 (including pre-development
costs). The Partnership had also budgeted for certain tenant improvement
costs (approximately $1,860,000) in connection with the mall enhancement.
However, as a result of the sale of the property discussed below, the
Partnership did not incur such costs.
The Partnership utilized 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.
The construction loan (prior to it being paid in full in February 1999
as discussed below) bore an interest rate of 10% per annum and interest
accrued 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 was
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 the remaining 5-year term of the
loan, the Partnership would have been 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 were
first applied against these debt service payments with any monthly rental
amounts owed by J.C. Penney in excess of the Partnership's monthly payment
applied as a principal reduction of the loan. Prior to the loan being paid
in full, approximately $17,000 had been applied to principal in 1999.
Pursuant to the loan agreement, the Partnership could 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.
<PAGE>
On February 17, 1999, the Partnership consummated the sale of the
Bristol Mall to an unaffiliated third party. The purchase price of the
Property was $24,577,000. Upon closing, the Partnership received cash of
approximately $17,400,000 (net of closing costs but before operating
prorations). The cash received by the Partnership was also net of the
repayment of the mortgage loan secured by the Property of approximately
$4,100,000 and repayment of the construction loan of approximately
$2,800,000. The Partnership recognized a gain of approximately $6,000,000
for financial reporting and expects to recognize a gain of approximately
$7,600,000 for Federal income tax purposes in 1999. In addition, in
connection with the sale of the Property and as is customary in such
transactions, the Partnership agreed to certain representations, warranties
and covenants with stipulated survival periods which expire on November 17,
1999 or earlier, as defined. Although it is not expected, the Partnership
may ultimately have some liability under such representations, warranties
and covenants which are limited to actual damages, and shall in no event
exceed $880,000 in the aggregate. The Property was classified as held for
sale as of September 30, 1997 and therefore has not been subject to
continued depreciation from such date for financial reporting purposes.
301 NORTH MAIN BUILDING AND PHILLIPS BUILDING
Occupancy at the 301 North Main Building (formerly the Wachovia Bank
Building) and Phillips Building was 46% at September 30, 1999. Prior to
December 31, 1995, substantially all of the 301 North Main Building was
leased to one tenant, the Wachovia Bank. In 1996 and part of 1997, the
Wachovia Bank retained approximately 117,000 square feet it had previously
leased under the lease that expired on December 31, 1995. Beginning in the
second quarter of 1997, the Wachovia Bank periodically approached the
Partnership about leasing additional space. This resulted in the bank
leasing approximately 82,000 square feet (approximately 9% of the
buildings). In the first quarter of 1998, the Wachovia Bank notified the
Partnership that it expected to vacate all, or substantially all of its
space in the 301 North Main Building beginning in the third quarter of
1998. Most of this space has been vacated and the Partnership expects the
remaining space leased at September 30, 1999 to the Wachovia Bank in the
301 North Main Building (approximately 8,000 square feet) to be vacated
prior to December 31, 1999. The Wachovia Bank is expected to retain its
space in the Phillips Building (approximately 269,000 square feet) through
the expiration of its current lease in February 2002.
Re-leasing the vacant space in the 301 North Main Building 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 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.
In 1986, 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 (from its share of the
property's cash flow) 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 $7,100,000 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
<PAGE>
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 such 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 or been
distributable 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. However, there can be no
assurance that such agreement will be finalized on these or any other
terms.
The venture agreement was amended for fiscal 1998. The joint venture
is currently operating under such amendment, which provides for profit and
losses to be allocated based on the ratio of distributions to partners.
Such ratio for 1999 is expected to be approximately 95% to the Partnership
and 5% to the venture partner. Distributions of operating cash flow of
approximately $3,745,000 have been received by the Partnership as of
September 30, 1999.
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,
1999 and for the three and nine months ended September 30, 1999 and 1998.
<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.
During 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 16.72% 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, 1999, the Partnership and its consolidated venture
had cash and cash equivalents of approximately $6,605,000. Such funds are
available for distributions to partners, the potential purchase of the
venture partner's interest in the joint venture which owns the 301 North
Main and Phillips Buildings, payment of withholding for taxes upon disposal
of the 301 North Main and Phillips Building, and for working capital
requirements.
In May 1999, the Partnership distributed approximately $14,439,000
($375 per interest) to the Limited Partners and approximately $2,738,000 to
the General Partners representing proceeds related to the sale of the
Bristol Mall. A portion of the distribution to the General Partners
(approximately $184,000) was calculated based on the sale price of the
property.
The General Partners and their affiliates have deferred payment of
certain fees of approximately $1,570,000 (approximately $40 per interest)
as of September 30, 1999 pursuant to the venture agreement for the 301
North Main Building and Phillips Building. Such amounts are deferred until
the sale or disposition of the property or upon the termination of the
property management agreement and are expected to be paid at that time.
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 in the near future, barring unforeseen economic developments. The
Partnership's only remaining real estate asset is its joint venture
interest in the 301 North Main and Phillips Buildings. The Partnership
does not expect to realize any distributable proceeds from the disposition
of the 301 North Main and Phillips Buildings.
RESULTS OF OPERATIONS
Significant variances between periods are primarily due to the sale of
the Bristol Mall in February 1999.
The increase in investment property at September 30, 1999 compared to
December 31, 1998 is primarily due to the Partnership no longer classifying
the 301 North Main and Phillips Buildings as held for sale or disposition.
<PAGE>
The increase in accrued real estate taxes at September 30, 1999 as
compared to December 31, 1998 is primarily due to the timing of the payment
of real estate taxes at the 301 North Main and Phillips Buildings.
The decrease in rental income for the three and nine months ended
September 30, 1999 as compared to the same periods in 1998 is primarily due
to the sale of the Bristol Mall in February 1999 and a decrease in
occupancy at the 301 North Main Building.
The increase in interest income for the nine months ended Septem-
ber 30, 1999 as compared to the same period in 1998 is primarily due to the
temporary investment of the proceeds from the sale of the Bristol Mall
prior to the distribution of such proceeds to the General and Limited
Partners in May 1999.
The increase in depreciation for the three and nine months ended
September 30, 1999 as compared to the same periods in 1998 is primarily due
to an adjustment and commencement of continued depreciation at the 301
North Main and Phillips Building as a result of the Partnership no longer
classifying this property as held for sale or disposition.
The decrease in venture partner's share of venture's operations for
the nine months ended September 30, 1999 as compared to the same period in
1998 is primarily due to an amendment to the venture agreement which
provides for less income to be allocated to the venture partner. The
income allocation is calculated using the venture partner's proportional
share of distributions from the venture. Additionally, the decrease is
also due to a decrease in earnings due to the decrease in occupancy and the
commencement of continued depreciation at the 301 North Main and Phillips
Buildings.
YEAR 2000
The Corporate General Partner has determined that it does not expect
that the consequences of the Partnership's Year 2000 issues would have a
material effect on the Partnership's business, results of operations or
financial condition.
<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 1999:
<CAPTION>
1998 1999
-------------------------------------- ------------------------------
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. 301 North Main Building and
Phillips Building
Winston-Salem,
North Carolina. . . . . . . 73% 75% 61% 56% 49% 47% 46%
2. Bristol Mall
Bristol, Virginia (a). . . . 88% 88% 88% 87% N/A N/A N/A
<FN>
(a) The Partnership sold this property in February 1999. Reference is made to the Notes for a
description of such event.
</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.
10-A. Letter Agreement between Bristol Mall, L.L.C. and
Bristol Mall Associates dated February 16, 1999 is hereby incorporated by
reference to the Partnership's Report on Form 8-K (File No. 0-8716) dated
March 2, 1999.
10-B. Letter Agreement between Bristol Mall, L.L.C. and
Bristol Mall Associates dated January 7, 1999 is hereby incorporated by
reference to the Partnership's Report on Form 8-K (File No. 0-8716) dated
March 2, 1999.
10-C. Purchase Agreement between Bristol Mall Associates and
Bristol Mall, L.L.C., dated February 17, 1999 is hereby incorporated by
reference to the Partnership's Report on Form 8-K (File No. 0-8716) dated
March 2, 1999.
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 were 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 10, 1999
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 10, 1999
<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, 1999 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-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,605,561
<SECURITIES> 0
<RECEIVABLES> 136,915
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,742,476
<PP&E> 13,349,416
<DEPRECIATION> 7,050,115
<TOTAL-ASSETS> 13,117,674
<CURRENT-LIABILITIES> 2,423,877
<BONDS> 18,512,188
<COMMON> 0
0
0
<OTHER-SE> (19,840,730)
<TOTAL-LIABILITY-AND-EQUITY> 13,117,634
<SALES> 4,339,536
<TOTAL-REVENUES> 4,760,190
<CGS> 0
<TOTAL-COSTS> 3,266,187
<OTHER-EXPENSES> 171,920
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,450,594
<INCOME-PRETAX> (128,511)
<INCOME-TAX> 0
<INCOME-CONTINUING> (247,187)
<DISCONTINUED> 5,998,474
<EXTRAORDINARY> (174,784)
<CHANGES> 0
<NET-INCOME> 5,576,503
<EPS-BASIC> 73.96
<EPS-DILUTED> 73.96
</TABLE>
