SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarter ended
June 30, 2000 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>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 AND DECEMBER 31, 1999
(UNAUDITED)
ASSETS
------
JUNE 30, DECEMBER 31,
2000 1999
----------- -----------
Current assets:
Cash and cash equivalents. . . . . . . $ 6,784,932 6,318,944
Interest, rents and
other receivables. . . . . . . . . . 118,592 94,796
Prepaid expenses . . . . . . . . . . . -- 27,903
----------- -----------
Total current assets . . . . . . 6,903,524 6,441,643
----------- -----------
Investment property:
Land . . . . . . . . . . . . . . . . . 1,949,914 1,949,914
Buildings and improvements . . . . . . 11,410,962 11,399,502
----------- -----------
13,360,876 13,349,416
Less accumulated depreciation. . . . . 7,247,506 7,115,991
----------- -----------
Total investment property,
net of accumulated
depreciation . . . . . . . . . 6,113,370 6,233,425
Deferred expenses. . . . . . . . . . . . 60,082 70,625
----------- -----------
$13,076,976 12,745,693
=========== ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
-----------------------------------------------------
JUNE 30, DECEMBER 31,
2000 1999
----------- -----------
Current liabilities:
Current portion of long-term debt. . . $ 421,121 401,561
Accounts payable . . . . . . . . . . . 1,837,397 1,791,513
Accrued interest . . . . . . . . . . . 148,134 149,694
Accrued real estate taxes. . . . . . . 125,289 --
----------- -----------
Total current liabilities. . . . 2,531,941 2,342,768
Tenant security deposits . . . . . . . . 27,427 14,986
Long-term debt, less current
portion. . . . . . . . . . . . . . . . 18,192,623 18,408,189
----------- -----------
Commitments and contingencies
Total liabilities. . . . . . . . 20,751,991 20,765,943
Venture partner's subordinated
equity in venture. . . . . . . . . . . 12,222,121 11,938,602
Partners' capital accounts (deficits):
General partners:
Capital contributions. . . . . . . . 1,000 1,000
Cumulative net earnings (loss) . . . 4,265,929 4,264,078
Cumulative cash distributions. . . . (5,835,971) (5,835,971)
----------- -----------
(1,569,042) (1,570,893)
----------- -----------
Limited partners (38,505 interests):
Capital contributions,
net of offering costs. . . . . . . 34,926,505 34,926,505
Cumulative net earnings (loss) . . . 33,634,693 33,574,828
Cumulative cash distributions. . . . (86,889,292) (86,889,292)
----------- -----------
(18,328,094) (18,387,959)
----------- -----------
Total partners' capital
accounts (deficits). . . . . . (19,897,136) (19,958,852)
----------- -----------
$13,076,976 12,745,693
=========== ===========
See accompanying notes to consolidated financial statements.
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . $1,297,151 1,348,734 2,526,178 3,037,870
Interest income. . . . . . . . . . . . . . . . . . 97,966 193,815 186,751 344,473
---------- ---------- ---------- ----------
1,395,117 1,542,549 2,712,929 3,382,343
---------- ---------- ---------- ----------
Expenses:
Mortgage and other interest. . . . . . . . . . . . 445,196 430,206 892,742 998,513
Depreciation . . . . . . . . . . . . . . . . . . . 65,772 -- 131,515 --
Property operating expenses. . . . . . . . . . . . 598,843 564,282 1,193,548 1,557,559
Professional services. . . . . . . . . . . . . . . 51,904 8,349 73,271 57,843
Amortization of deferred expenses. . . . . . . . . 5,271 5,272 10,543 13,243
General and administrative . . . . . . . . . . . . 37,288 37,633 65,387 89,475
---------- ---------- ---------- ----------
1,204,274 1,045,742 2,367,006 2,716,633
---------- ---------- ---------- ----------
190,843 496,807 345,923 665,710
Venture partner's share of
venture's operations . . . . . . . . . . . . . . . (143,243) (80,173) (284,207) (118,610)
---------- ---------- ---------- ----------
Earnings (loss) before gain
on sale of investment
property. . . . . . . . . . . . . . . . . . 47,600 416,634 61,716 547,100
Gain on sale of investment property. . . . . . . . . -- -- -- 5,998,474
---------- ---------- ---------- ----------
Earnings (loss) before
extraordinary item. . . . . . . . . . . . . 47,600 416,634 61,716 6,545,574
Extraordinary item - write-off
of unamortized deferred
financing costs. . . . . . . . . . . . . . . . . . -- -- -- (174,784)
---------- ---------- ---------- ----------
Net earnings (loss) . . . . . . . . . . . . . $ 47,600 416,634 61,716 6,370,790
========== ========== ========== ==========
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
-------------------------- --------------------------
2000 1999 2000 1999
----------- ---------- ----------- ----------
Net earnings (loss) per
limited partnership interest:
Earnings (loss) before
gain on sale of
investment property. . . . . . . . . . . $ 1.19 10.50 1.55 13.78
Gain on sale of investment
property . . . . . . . . . . . . . . . . -- -- -- 84.68
Extraordinary item . . . . . . . . . . . . -- -- -- (4.49)
---------- ---------- ---------- ----------
Net earnings (loss) per
limited partnership
interest. . . . . . . . . . . . . . . . . . $ 1.19 10.50 1.55 93.97
========== ========== ========== ==========
Cash distributions per
limited partnership
interest. . . . . . . . . . . . . . . . . . $ -- 375.00 -- 375.00
========== ========== ========== ==========
<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(UNAUDITED)
2000 1999
----------- -----------
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . $ 61,716 6,370,790
Items not requiring (providing)
cash or cash equivalents:
Depreciation . . . . . . . . . . . . . . 131,515 --
Amortization of deferred expenses. . . . 10,543 13,243
Venture partner's share of
venture's operations . . . . . . . . . 284,207 118,610
Gain on sale of investment
property . . . . . . . . . . . . . . . -- (5,998,474)
Extraordinary item . . . . . . . . . . . -- 174,784
Rental income applied to construc-
tion loan payable. . . . . . . . . . . -- (17,166)
Changes in:
Interest, rents and other
receivables. . . . . . . . . . . . . . (23,796) 179,052
Prepaid expenses . . . . . . . . . . . . 27,903 59,954
Accrued rents receivable . . . . . . . . -- 5,003
Accounts payable . . . . . . . . . . . . 45,884 (77,955)
Accrued interest . . . . . . . . . . . . (1,560) (61,600)
Accrued real estate taxes. . . . . . . . 125,289 124,804
Tenant security deposits . . . . . . . . 12,441 (13,120)
------------ -----------
Net cash provided by (used in)
operating activities . . . . . . 674,142 877,925
Cash flows from investing activities:
Additions to investment properties . . . . (11,460) (201,330)
Proceeds from sale of
investment property. . . . . . . . . . . -- 24,216,567
------------ -----------
Net cash provided by (used in)
investing activities . . . . . . (11,460) 24,015,237
------------ -----------
Cash flows from financing activities:
Principal payments on construction
loan . . . . . . . . . . . . . . . . . . -- (2,785,460)
Principal payments on long-term debt . . . (196,006) (4,338,884)
Venture partner's contributions to
venture. . . . . . . . . . . . . . . . . 414,444 414,506
Distributions to venture partners. . . . . (415,132) (415,132)
Distributions to general partners. . . . . -- (2,737,744)
Distributions to limited partners. . . . . -- (14,439,375)
------------ -----------
Net cash provided by (used in)
financing activities . . . . . . (196,694) (24,302,089)
------------ -----------
Net increase (decrease) in cash
and cash equivalents . . . . . . 465,988 591,073
Cash and cash equivalents,
beginning of year. . . . . . . . 6,318,944 5,859,549
------------ -----------
Cash and cash equivalents,
end of period. . . . . . . . . . $ 6,784,932 6,450,622
============ ===========
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
2000 1999
----------- -----------
Supplemental disclosure of cash flow
information:
Cash paid for mortgage and
other interest . . . . . . . . . . $ 894,302 983,871
============ ===========
Non-cash investing and financing
activities:
Rental income applied to
construction loan payable. . . . . . $ -- 17,166
============ ===========
See accompanying notes to consolidated financial statements.
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000 AND 1999
(UNAUDITED)
GENERAL
Readers of this quarterly report should refer to the Partnership's
audited financial statements for the year ended December 31, 1999 which are
included in the Partnership's 1999 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 not resulted in a sale or
disposition. As a result, the Partnership made an adjustment to record
depreciation expense as of June 30, 1999 that would have been recognized
had the 301 North Main and Phillips Buildings 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 was ($95,253) for the six months ended June 30, 1999.
Certain amounts in the 1999 consolidated financial statements have
been reclassified to conform with the 2000 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 June 30,
2000 and for the six months ended June 30, 2000 and 1999 were as follows:
Unpaid at
June 30,
2000 1999 2000
------- ------ ----------
Property management and leasing
fees . . . . . . . . . . . . . . . . . $36,605 73,781 1,664,508
Insurance commissions. . . . . . . . . . 6,795 8,494 --
Reimbursement (at cost) for out-
of-pocket expenses . . . . . . . . . . 244 38 --
------- ------ ---------
$43,644 82,313 1,664,508
======= ====== =========
<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 due
to a provision in the venture agreement for the 301 North Main and Phillips
Building. Any such guaranteed amounts are paid to such unaffiliated third
party when earned and the General Partners and its affiliates continue to
be entitled to receive such deferred fees. As of June 30, 2000, the
General Partners and their affiliates have deferred receipt of
approximately $1,625,000 (approximately $41 per interest) of such fees.
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
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 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 and $7,600,000
for financial reporting and Federal income tax purposes in 1999,
respectively. 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 expired on November 17, 1999 with no liability to the Partnership.
The property was classified as held for sale as of September 30, 1997 and
therefore was not subject to continued depreciation from such date for
financial reporting purposes.
301 NORTH MAIN BUILDING AND PHILLIPS BUILDING
Occupancy at 301 N. Main Building (formerly the Wachovia Bank
Building) and Phillips Building was 46% at June 30, 2000. Prior to
December 31, 1995, substantially all of the 301 North Main Building was
leased to one tenant, the Wachovia Bank. Commencing in the third quarter
of 1998 and continuing through mid-1999, the Wachovia Bank vacated
substantially all of its space in the 301 North Main Building
(approximately 200,000 square feet). The Partnership expects the remaining
space leased at June 30, 2000 to the Wachovia Bank (approximately 8,200
square feet) to be vacated sometime in 2000. The Wachovia Bank has
announced that it intends to vacate the space it currently leases in the
Phillips Building (approximately 269,000 square feet) upon the expiration
of such lease in February 2002.
Re-leasing the vacant space in the 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 currently vacant space and the
anticipated vacancy in February 2002 of 100% of the Phillips Building
(approximately 269,000 square feet), the office building will not generate
<PAGE>
sufficient cash flow to service the debt payments of the mortgage loan, or
be able to refinance such mortgage loan upon its maturity in November 2001.
Furthermore, it is unlikely that the Partnership will commit any additional
funds to the property due to the low likelihood of seeing a return of such
funds. 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 and state income tax purposes with no
corresponding distributable proceeds. Additionally, the Partnership could
be required to remit to the state tax authorities withholding for income
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 $6,998,000 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. As a result of such
default, the venture partner's share of distributions of cash flow
generated subsequent to 1996, except as provided below, was retained by the
venture. In December 1999, the Partnership and the venture partner entered
into an agreement (the "Option Agreement"), effective January 1, 1999,
under which the Partnership was given the option to purchase the venture
partner's interest on or before January 31, 2002. If the Partnership
exercises its option, the purchase price for the interest would be $230,000
and the Partnership would release the venture partner from its obligation
to make contributions as discussed above. As a result of the negotiations,
and in consideration of the venture partner granting a full release to the
Partnership and the venture, the Partnership and venture partner also
concurrently entered into a forbearance agreement, under which the
Partnership agreed to not pursue its legal remedies against the venture
partner for its default related to such obligation until November 1, 2000.
Additionally, the venture agreement was amended to: (1) convert the
venture partner's minority general partnership interest in the venture to a
limited partnership interest; (2) provide that no further distributions of
cash flow will be made to the venture partner after December 1999, at which
time $200,000 representing the venture partner's final distribution of cash
flow from operations and reserves was distributed to the venture partner;
and (3) provide that the venture partner (assuming the option under the
option agreement is not exercised) would receive 30% of any net sale
proceeds (as defined) if the gross sale price of the property is
$40,000,000 or greater. 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 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 venture 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.
The venture agreement had been previously amended effective for fiscal
year 1998 and, as a result of the December 1999 amendment referred to
above, again for all subsequent years. Per the amendments, profits and
losses are allocated based on the ratio of distributions to the partners,
approximately 75% and 92% to the Partnership and 25% and 8% to the venture
partner for the six months ended June 30, 2000 and 1999, respectively. For
<PAGE>
financial reporting and Federal income tax purposes, the venture continues
to report the payments of approximately $830,000 annually on the obligation
referred to above as deemed to be made (and contributed for financial
reporting purposes only) to the venture partner.
On May 18, 2000, the Partnership's joint venture received a non-
binding offer from an unaffiliated third party to purchase the 301 North
Main Building and the Phillips Building, which offer was later withdrawn.
The joint venture continues to market the property for sale. However,
due to the limited cash flow generated by the property and the short-term
nature of the major tenant lease, it is not expected that a sale would
generate any significant proceeds.
ADJUSTMENTS
In the opinion of the Managing General Partner, all adjustments
(consisting solely of normal recurring adjustments) necessary for a fair
presentation have been made to the accompanying figures as of June 30, 2000
and for the three and six months ended June 30, 2000 and 1999.
<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.
On May 3, 2000 the Partnership was notified that certain unaffiliated
third parties commenced an unsolicited offer to the Holders of Interests in
the Partnership to purchase up to 15,402 Interests in the Partnership
(approximately 40% of the outstanding Interests) at a price of $80 per
Interest. This offer, which was originally scheduled to expire on June 9,
2000, was amended to increase the purchase price to $115 per Interest and
extend the offer period through June 16, 2000. The Special Committee
expressed no opinion and remained neutral with respect to the offer as
initially made and as amended by such amendment for those Holders of
Interests who had no current or anticipated need for liquidity with respect
to their Interests and who were willing to continue bearing the economic
risk of retaining their Interests until the liquidation and termination of
the Partnership. However, the Special Committee recommended that all other
Holders of Interests accept the initial and amended offers and tender their
Interests pursuant to such offers. The offer was amended a second time to
decrease the offer price to $90 per Interest and extend the tender offer
period to June 30, 2000. The Special Committee's recommendation did not
change as a result of this second amendment to the tender offer. The
tender offer, as amended, expired on June 30, 2000. As of the date of this
report, the Partnership is aware that, in the aggregate, 28.51% of the
outstanding Interests have been purchased by such unaffiliated third
parties either pursuant to such tender offers or through negotiated
purchases. It is possible that other offers for Interests may be made by
unaffiliated third parties in the future. However, 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 for Interests, if made, will be
consummated, amended or withdrawn.
At June 30, 2000, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $6,785,000. Such funds are
available for distributions to partners, the purchase of the venture
partner's interest in the Wachovia Venture, payment of withholding for
taxes upon disposal of the 301 North Main and Phillips Buildings, and
working capital requirements, including the payment of deferred fees as
discussed below. Due to the re-leasing issues, the 301 North Main Building
and Phillips Building are not expected to be a significant source of future
liquidity.
The Partnership expects to make a distribution of cash flow from
operations of approximately $385,000 ($10 per interest) to the Limited
Partners and approximately $21,000 to the General Partners in the third
quarter of 2000. In connection with this distribution, the General
Partners are expected to receive a management fee of approximately $21,000.
The General Partners and their affiliates have deferred payment of
certain fees of approximately $1,625,000 (approximately $41 per interest)
as of June 30, 2000 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.
<PAGE>
The joint venture that owns the 301 North Main and Phillips Buildings
is currently marketing these properties for sale. The Partnership intends
to wind up its affairs and terminate as soon as practicable after the sale
or other disposition of those properties. While this may occur in the
current year, it is also possible that it may not occur until 2001 or even
later, depending upon whether the joint Venture is able to sell the
buildings or, if not, whether the lender is willing to acquire ownership of
the buildings after maturity of the mortgage loan in November 2001. There
is no assurance that the joint venture will be able to sell the buildings
or, if so, the amount of proceeds that may be obtained from such sale.
RESULTS OF OPERATIONS
Significant variances between periods are primarily due to the sale of
the Bristol Mall in February 1999.
The decrease in prepaid expenses at June 30, 1999 as compared to
December 31, 1999 is primarily due to the timing of payment for insurance
at the 301 North Main and Phillips Buildings.
The increase in accrued real estate taxes at June 30, 2000 as compared
to December 31, 1999 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 six months ended
June 30, 2000 as compared to the same periods in 1999 is primarily due to a
decrease in occupancy at the 301 North Main Building. Additionally, the
decrease in rental income for the six months ended June 30, 2000 as
compared to the same period in 1999 is also due to the sale of the Bristol
Mall in February 1999.
The decrease in interest income for the three and six months ended
June 30, 2000 as compared to the same periods in 1999 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 six months ended
June 30, 2000 as compared to the same periods in 1999 is due to the
commencement of continued depreciation at the 301 North Main and Phillips
Buildings as a result of the Partnership no longer classifying this
property as held for sale or disposition as of July 1, 1999.
The increase in professional services for the three and six months
ended June 30, 2000 as compared to the same periods in 1999 is primarily
due to legal fees incurred in 2000 related to the Partnership's response to
the unsolicited tender offer, discussed above, by certain unaffiliated
third parties to purchase Interests in the Partnership.
The increase in venture partner's share of venture's operations for
the three and six months ended June 30, 2000 as compared to the same period
in 1999 is due to the distribution of substantially all excess cash flow to
the Partnership from the Wachovia venture in February 1999. Per the
amendment of the venture agreement, profits and losses are allocated to the
Partnership and the venture partner based on their proportional share of
distributions made or deemed to be made.
<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 2000:
<CAPTION>
1999 2000
-------------------------------------- ------------------------------
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>
301 North Main Building and
Phillips Building
Winston-Salem,
North Carolina. . . . . . . . . . 49% 47% 46% 46% 45% 46%
</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 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: August 14, 2000
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: August 14, 2000
