SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year
ended December 31, 1999 Commission file number 0-8716
JMB INCOME PROPERTIES, LTD. - V
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Illinois 36-2897158
(State of organization) (I.R.S. Employer Identification No.)
900 N. Michigan Ave., Chicago, Illinois 60611
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code 312-915-1987
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
- ------------------- -------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ X ]
State the aggregate market value of the voting stock held by non-affiliates
of the Registrant. Not applicable.
Documents incorporated by reference: None
<PAGE>
TABLE OF CONTENTS
Page
----
PART I
Item 1. Business. . . . . . . . . . . . . . . . . . . . 1
Item 2. Properties. . . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings . . . . . . . . . . . . . . . 7
Item 4. Submission of Matters to a
Vote of Security Holders. . . . . . . . . . . . 7
PART II
Item 5. Market for the Partnership's
Limited Partnership Interests and
Related Security Holder Matters . . . . . . . . 7
Item 6. Selected Financial Data . . . . . . . . . . . . 8
Item 7. Management's Discussion and
Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . 12
Item 7A. Quantitative and Qualitative
Disclosures About Market Risk . . . . . . . . . 16
Item 8. Financial Statements and
Supplementary Data. . . . . . . . . . . . . . . 17
Item 9. Changes in and Disagreements
with Accountants on Accounting and
Financial Disclosure. . . . . . . . . . . . . . 40
PART III
Item 10. Directors and Executive Officers
of the Partnership. . . . . . . . . . . . . . . 40
Item 11. Executive Compensation. . . . . . . . . . . . . 43
Item 12. Security Ownership of Certain
Beneficial Owners and Management. . . . . . . . 44
Item 13. Certain Relationships and
Related Transactions. . . . . . . . . . . . . . 49
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K . . . . . . . . . . . . 49
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 51
i
<PAGE>
PART I
ITEM 1. BUSINESS
Unless otherwise indicated, all references to "Notes" are to Notes to
Consolidated Financial Statements contained in this report. Capitalized
terms used herein, but not defined, have the same meanings as used in the
Notes.
The registrant, JMB Income Properties, Ltd. - V (the "Partnership") is
a limited partnership formed in 1976 and currently governed by the Revised
Uniform Limited Partnership Act of the State of Illinois to invest in
improved income-producing commercial and residential real property. The
Partnership sold $38,500,000, in Limited Partnership Interests (the
"Interests") to the public commencing on August 15, 1977 pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933
(Registration No. 2-58026). A total of 38,500 Interests were sold to the
public at $1,000 per Interest. The offering closed on September 30, 1977.
No Limited Partner has made any additional capital contributions after such
date. The Limited Partners of the Partnership share in their portion of
the benefits of ownership of the Partnership's real property investments
according to the number of Interests held.
The Partnership is engaged solely in the business of the acquisition,
operation and sale and disposition of equity real estate investments. Such
equity investments are held by fee title, leasehold estates and/or through
joint venture partnership interests. The Partnership's joint venture's
real estate investment is located in North Carolina. A presentation of
information about industry segments, geographic regions, raw materials or
seasonality is not applicable and would not be material to an understanding
of the Partnership's business taken as a whole. Pursuant to the
Partnership Agreement, the Partnership is required to terminate no later
than December 31, 2026. The Partnership is self-liquidating in nature. At
sale of a particular property, the net proceeds, if any, are generally
distributed or reinvested in existing properties rather than invested in
acquiring additional properties. As discussed further in Item 7, the
Partnership currently expects to conduct an orderly liquidation of its
remaining investment property as quickly as practicable and to wind up its
affairs in the near future barring any unforeseen economic developments.
The Partnership has made the real property investments set forth in
the following table:
<PAGE>
<TABLE>
<CAPTION>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1999,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
<S> <C> <C> <C> <C>
1. Wachovia Bank
Building
and Phillips
Building
office buildings
Winston-Salem,
North Carolina . . . 692,000 1-31-77 27% fee ownership of land and
sq.ft. improvements (through joint
n.r.a. venture partnership)
(b) (c) (d) (e)
2. Bristol Mall
shopping center
Bristol, Virginia. . 488,000 8-31-77 2-17-99 fee ownership of land and
sq.ft. improvements (f)
g.l.a.
3. Catawba Mall
shopping center
Hickory,
North Carolina . . . 260,500 1-30-78 sold 9-26-83 fee ownership of improve-
sq.ft. reacquired 8-8-89 ments and ground leasehold
g.l.a. sold 5-23-91 interest in land
4. Five Points Plaza
shopping center
Valdosta, Georgia. . 178,000 1-30-78 6-16-86 fee ownership of land and
sq.ft. improvements
g.l.a.
5. Northcross Mall
shopping center
Austin, Texas. . . . 289,000 1-31-78 2-18-88 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
6. South DeKalb Mall
shopping center
Decatur, Georgia . . 326,000 7-28-78 6-30-86 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
7. Edgewater
shopping center
Foster City,
California . . . . . 114,000 9-22-78 3-31-86 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
<PAGE>
SALE OR DISPOSITION
DATE OR IF OWNED
AT DECEMBER 31, 1999,
NAME, TYPE OF PROPERTY DATE OF ORIGINAL INVESTED
AND LOCATION SIZE PURCHASE CAPITAL PERCENTAGE (a) TYPE OF OWNERSHIP
- ---------------------- ---------- -------- ---------------------- ---------------------
8. Lenoir Mall
shopping center
Lenoir,
North Carolina . . . 279,000 7-27-79 11-30-84 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
9. Dutchess Mall
shopping center
Fishkill,
New York . . . . . . 373,000 10-3-79 5-13-94 fee ownership of land and
sq.ft. improvements (through
g.l.a. joint venture partnership)
10. Cottonwood Park
office building
Casper, Wyoming . . 51,900 11-1-79 8-22-90 fee ownership of land and
sq.ft. improvements
n.r.a.
11. Towne South Plaza
shopping center
Terre Haute,
Indiana . . . . . . 176,000 12-10-79 8-1-83 fee ownership of land and
sq.ft. improvements
n.r.a.
<PAGE>
<FN>
- ---------------
(a) The computation of this percentage for properties held at
December 31, 1999 does not include amounts invested from sources other than
the original net proceeds of the public offering as described above and in
Item 7.
(b) Reference is made to the Notes and to Schedule III filed with this
annual report for the current outstanding principal balances and a
description of the long-term mortgage indebtedness secured by the
Partnership's real property investments.
(c) Reference is made to the Notes filed with this annual report for a
description of the joint venture partnership through which the Partnership
made this real property investment.
(d) Reference is made to Item 8 - Schedule III filed with this annual
report for further information concerning the real estate taxes and
depreciation.
(e) Reference is made to Item 6 - Selected Financial Data for
additional operating and lease expiration data concerning this investment
property.
(f) Reference is made to the Notes filed with this annual report for a
description of the sale of this investment property.
</TABLE>
<PAGE>
The Partnership's real property investment, through joint venture, is
subject to competition from similar types of properties in the respective
vicinity in which it is located. Such competition is generally for the
retention of existing tenants. Additionally, the Partnership is in
competition for new tenants in a market where significant vacancies are
present. Reference is made to Item 7 below for a discussion of competitive
conditions and capital improvement plans of the Partnership for its
investment property. Approximate occupancy levels for the property are set
forth in the table in Item 2 below to which reference is hereby made. The
Partnership maintains the suitability and competitiveness of its property
in its market primarily on the basis of effective rents, tenant allowances
and service provided to tenants. In the opinion of the Managing General
Partner of the Partnership, the investment property held at December 31,
1999 is adequately insured.
Reference is made to the Notes for a schedule of minimum lease
payments to be received in each of the next five years, and in the
aggregate thereafter, under leases in effect at the Partnership's property
as of December 31, 1999.
The Partnership has no employees.
The terms of transactions between the Partnership, the General
Partners and their affiliates are set forth in Item 11 below to which
reference is hereby made for a description of such terms and transactions.
ITEM 2. PROPERTIES
The Partnership owns, through a joint venture partnership, the
interest in the property referred to under Item 1 above to which reference
is hereby made for a description of said property.
The following is a listing of principal businesses or occupations
carried on in and approximate occupancy levels by quarter during fiscal
years 1999 and 1998 for the Partnership's investment properties owned
during 1999:
<PAGE>
<TABLE>
<CAPTION>
1998 1999
------------------------- -------------------------
Principal At At At At At At At At
Business 3/31 6/30 9/30 12/31 3/31 6/30 9/30 12/31
---------- ---- ---- ---- ----- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1. 301 North Main Building
and Phillips Building
Winston-Salem,
North Carolina . . . . . . Banking 73% 75% 61% 56% 49% 47% 46% 46%
2. Bristol Mall
Bristol, Virginia. . . . . Retail (A) 88% 88% 88% 87% N/A N/A N/A N/A
- ----------
<FN>
Reference is made to Item 6, Item 7 and to the Notes for further information regarding property occupancy,
competitive conditions and tenant leases at the Partnership's investment properties.
(A) The property was sold on February 17, 1999. Reference is made to the Notes for a further description
of such event.
</TABLE>
<PAGE>
ITEM 3. LEGAL PROCEEDINGS
The Partnership is not subject to any material pending legal
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during
fiscal years 1998 and 1999.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S LIMITED PARTNERSHIP INTERESTS
AND RELATED SECURITY HOLDER MATTERS
As of December 31, 1999, there were 3,091 record holders of Interests
of the Partnership. There is no public market for Interests and it is not
anticipated that a public market for Interests will develop. Upon request,
the Managing General Partner may provide information relating to a
prospective transfer of Interests to an investor desiring to transfer his
Interests. The price to be paid for the Interests, as well as any other
economic aspects of the transaction, will be subject to negotiation by the
Investor. There are certain conditions and restrictions on the transfer of
Interests, including, among other things, the requirement that the
substitution of a transferee of Interests as a Limited Partner of the
Partnership be subject to the written consent of the Managing General
Partner, which, may be granted or withheld in its sole and absolute
discretion. The rights of a transferee of Interests who does not become a
substituted Limited Partner will be limited to the rights to receive his
share of profits or losses and cash distributions from the Partnership, and
such transferee will not be entitled to vote such Interests or have other
rights of a Limited Partner. No transfer will be effective until the first
day of the next succeeding calendar quarter after the requisite transfer
form satisfactory to the Managing General Partner has been received by the
Managing General Partner. The transferee consequently will not be entitled
to receive any cash distributions or any allocable share of profits or
losses for tax purposes until such next succeeding calendar quarter.
Profits or losses from operations of the Partnership for a calendar year in
which a transfer occurs will be allocated between the transferor and the
transferee based upon the number of quarterly periods in which each was
recognized as the holder of the Interests, without regard to the results of
the Partnership's operations during particular quarterly periods and
without regard to whether cash distributions were made to the transferor or
transferee. Profits or losses arising from the sale or other disposition
of Partnership properties will be allocated to the recognized holder of the
Interests as of the last day of the quarter in which the Partnership
recognized such profits or losses. Cash distributions to a holder of
Interests arising from the sale or other disposition of Partnership
properties will be distributed to the recognized holder of the Interests as
of the last day of the quarterly period with respect to which such
distribution is made.
Reference is made to Item 6 below for a discussion of cash
distributions made to the Limited Partners.
Reference is made to Item 7 for a discussion of unsolicited tender
offers received from unaffiliated third parties.
<PAGE>
<TABLE>
ITEM 6. SELECTED FINANCIAL DATA
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURES
DECEMBER 31, 1999, 1998, 1997, 1996 AND 1995
(NOT COVERED BY INDEPENDENT AUDITORS' REPORT)
<CAPTION>
1999 1998 1997 1996 1995
----------- ----------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Total income . . . . . . . $ 6,110,138 11,306,958 10,428,313 9,872,882 11,164,462
=========== =========== ========== ========== ==========
Earnings (loss) before
gain on sale investment
property and extra-
ordinary item . . . . . . $ (297,683) 2,615,329 1,218,375 804,839 1,313,875
Gain on sale of
investment property . . . 5,998,474 -- -- -- --
Extraordinary item . . . . (174,784) -- -- -- --
----------- ----------- ---------- ---------- ----------
Net earnings (loss). . . . $ 5,526,007 2,615,329 1,218,375 804,839 1,313,875
=========== =========== ========== ========== ==========
Net earnings (loss) per
Limited Partner
Interest (b):
Earnings (loss) before
gain on sale of
investment property
and extraordinary
item. . . . . . . . . $ (7.50) 65.88 30.69 20.28 33.10
Gain on sale of invest-
ment property . . . . 84.68 -- -- -- --
Extraordinary item. . . (4.49) -- -- -- --
----------- ----------- ---------- ---------- ----------
Net earnings
(loss). . . . . . . . $ 72.69 65.88 30.69 20.28 33.10
=========== =========== ========== ========== ==========
Total assets . . . . . . . $12,745,693 32,600,089 32,327,478 30,258,324 26,729,695
Long-term debt . . . . . . $18,408,189 23,219,926 24,118,537 24,939,477 5,880,735
Cash distributions per
Limited Partner
Interest (c). . . . . . . $ 376.71 3.03 1.71 .99 1.67
=========== =========== ========== ========== ==========
<PAGE>
<FN>
- ---------------
(a) The above selected financial data should be read in conjunction
with the consolidated financial statements and the related notes appearing
elsewhere in this annual report.
(b) The net earnings (loss) per Interest is based upon the Interests
outstanding at the end of each period (38,505).
(c) Cash distributions from the Partnership are generally not equal to
Partnership income (loss) for financial reporting or Federal income tax
purposes. Each Partner's taxable income (or loss) from the Partnership in
each year is equal to his allocable share of the taxable income (loss) of
the Partnership, without regard to the cash generated or distributed by the
Partnership. Accordingly, cash distributions to the Limited Partners since
the inception of the Partnership have not resulted in taxable income to
such Limited Partners and have therefore represented a return of capital.
</TABLE>
<PAGE>
<TABLE>
SIGNIFICANT PROPERTY - SELECTED RENTAL AND OPERATING DATA AS OF DECEMBER 31, 1999
<CAPTION>
Property
- --------
301 N. Main
Building and
Philips Building a) The net rentable area ("NRA")
occupancy rate and average
base rent per square foot as of
December 31 for each of the last
five years were as follows:
NRA Avg. Base Rent Per
December 31, Occupancy Rate Square Foot (1)
------------ -------------- ------------------
<S> <C> <C> <C> <C>
1995 100% 6.68
1996 63% 9.08
1997 72% 8.10
1998 56% 10.61
1999 46% 7.28
<FN>
(1) Average base rent per square foot is based on NRA occupied
as of December 31 of each year.
</TABLE>
<TABLE>
<CAPTION>
Base Rent Scheduled Lease Lease
b) Significant Tenants Square Feet Per Annum Expiration Date Renewal Option(s)
------------------- ----------- --------- --------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Wachovia Bank and
Trust Company-
Phillips Building
(Bank) 268,708 1,556,159 2/2002 N/A
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
c) The following table sets forth certain
information with respect to the expiration
of leases for the next ten years at the
301 N. Main Building and Phillips Building:
Annualized Percent of
Number of Approx. Total Base Rent Total 1999
Year Ending Expiring NRA of Expiring of Expiring Base Rent
December 31, Leases Leases (1) Leases Expiring
------------ --------- --------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
2000 7 37,853 505,710 22%
2001 1 5,760 72,000 3%
2002 2 270,208 1,571,160 67%
2003 -- -- -- --
2004 1 4,064 44,176 2%
2005 -- -- -- --
2006 -- -- -- --
2007 -- -- -- --
2008 -- -- -- --
2009 1 3,013 24,104 1%
<FN>
(1) Excludes leases that expire in 2000 for which
renewal leases or leases with replacement tenants
have been executed as of January 21, 2000.
</TABLE>
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
As a result of the public offering of Interests as described in
Item 1, the Partnership had approximately $34,926,000 (after deducting
selling expenses and other offering costs) with which to make investments
in income-producing commercial and residential real property, to pay legal
fees and other costs (including acquisition fees) related to such
investments and for working capital reserves. A portion of such proceeds
was utilized to acquire the properties described in Item 1 above.
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 16.73% 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 December 31, 1999, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $6,319,000. 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 Building, and
working capital requirements, including the payment of deferred fees as
discussed below. Due to the re-leasing issues, the 301 N. Main Bank
Building and Phillips Building is not expected to be a significant source
of future liquidity. In such regard, reference is made to the
Partnership's property specific discussions below. The venture's mortgage
obligation is a non-recourse loan secured by the investment property and
therefore, the Partnership and its venture are not personally liable for
the payment of the mortgage indebtedness.
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 management and leasing fees of approximately $1,589,000
(approximately $40 per interest) as of December 31, 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.
<PAGE>
BRISTOL MALL
On February 17, 1999, the Partnership sold the land, building and
related improvements of the Bristol Mall for $24,577,000. Reference is
made to the Notes for a further description of such transaction.
301 N. MAIN BUILDING AND PHILLIPS BUILDING
Occupancy at 301 N. Main Building (formerly the Wachovia Bank
Building) and Phillips Building was 46% at the end of 1999. Prior to
December 31, 1995, substantially all of the Wachovia Bank Building was
leased to one tenant, the Wachovia Bank. 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 N. Main Building (approximately
200,000 square feet) beginning in the third quarter of 1998. The
Partnership expects the remaining space leased at December 31, 1999 to the
Wachovia Bank (approximately 17,000 square feet) to be vacated in 2000.
However, the Partnership expects the Wachovia Bank to remain in its space
in the Phillips Building (approximately 269,000 square feet) until the
expiration of its current 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 vacant space, it is unlikely that
the Partnership will commit any additional funds to the property. This may
result in the Partnership no longer having an ownership interest in the two
office buildings. 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.
Wachovia reached an agreement with the current mortgage lender to
modify and extend the existing mortgage note effective November 1, 1996.
The loan modification requires principal and interest payments based on a
22 year amortization at an interest rate of 9.55% per annum and matures on
November 1, 2001, when all remaining principal and unpaid interest is due.
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 $7,087,000 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 and
the venture partner had been negotiating an agreement under which the
Partnership would purchase the venture partner's interest in 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 obligations to make
<PAGE>
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 Partnership agreement was amended to: (1) convert the
venture partner's minority general partner interest in the venture to a
limited partner 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 cash flow from operations and reserves was
distributed; 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 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.
The Partnership 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 85% and 80% to the Partnership and 15% and 20% to the venture
partner of 1999 and 1998, respectively. For 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.
The joint venture commenced marketing 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.
GENERAL
There are certain risks associated with the Partnership's investments
made through joint ventures including the possibility that the
Partnership's joint venture partner in an investment might become unable or
unwilling to fulfill their financial or other obligations, or that such
joint venture partners may have economic or business interests or goals
that are inconsistent with those of the Partnership.
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 currently
expected to be wound up in 2002, after the expiration of the Wachovia Bank
lease in the Phillip's Building discussed above, barring unforeseen
economic developments. However, the Partnership may liquidate prior to
2002 if the Partnership is able to sell the 301 N. Main and Phillips
Buildings, as the Partnership's joint venture interest in these buildings
is the only remaining real estate asset. The Partnership does not expect
to realize any distributable proceeds from the disposition of the 301 North
Main and Phillips Buildings.
<PAGE>
RESULTS OF OPERATIONS
In the third quarter of 1997, the Partnership sold a small outparcel
at the Bristol Mall. The Partnership received proceeds from such sale of
approximately $70,000. The amount received was applied against the
carrying value of the land. Therefore, there is no gain or loss related to
the transaction recognized for financial reporting purposes.
Significant variances between periods are primarily due to the sale of
the Bristol Mall in February 1999.
The increase in investment property at December 31, 1999 as 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.
The increase in rental income for 1998 as compared to 1997 is
primarily due to the opening of the JC Penney store in August 1997, an
increase in charges to tenants due to an increase in operating expenses and
an increase in tenant sales resulting in additional rental payments at the
Bristol Mall. Such increase is partially offset by the decrease in
occupancy at the 301 N. Main Bank Building.
The increase in interest income for 1999 as compared to 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 decrease in interest income for 1998
as compared to 1997 is primarily due to the payment of costs related to the
addition and mall enhancement and the prepayment of $2,000,000 on the
construction loan at the Bristol Mall in 1998 resulting in lower average
cash balances available for temporary investment.
The increase in mortgage and other interest for 1998 as compared to
1997 is due to the commencement of payment of interest on the construction
note in August 1997.
The increase in depreciation for 1999 as compared to 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
depreciation for 1998 as compared to 1997 is primarily due to the Bristol
Mall being classified as held for sale at September 30, 1997.
The increase in professional service for 1999 as compared to 1998 and
1997 is primarily due to additional legal fees incurred by the Partnership
for the option agreement related to the Wachovia venture.
The decrease in venture partner's share of venture's operations for
1999 as compared to 1998 and 1998 as compared to 1997 is primarily due to
an amendment of the venture agreement which provided for less operating
income of the venture to be allocated to the venture partner.
INFLATION
Due to the decrease in the level of inflation in recent years,
inflation generally has not had a material effect on rental income or
property operating expenses.
Inflation is not expected to significantly impact future operations
due to the expected liquidation of the Partnership in the near future.
However, to the extent that inflation in future periods would have an
adverse impact on property operating expenses, the effect would generally
be offset by amounts recovered from tenants as many of the long-term leases
at the Partnership's commercial property have escalation clauses covering
increases in the cost of operating and maintaining the property as well as
real estate taxes.
<PAGE>
YEAR 2000
The Partnership has not experienced any material disruption in its
operations or those of its consolidated venture in connection with the
century change and does not expect any such disruption in the future. The
Partnership has not needed to implement contingency plans, has not had any
material remediation costs and does not anticipate that its future costs of
remediation will be material. However, there can be no assurance that
disruption may not occur in the future or that the cost of any required
remediation may not be material.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Partnership has identified interest rate changes as a potential
market risk. However, as the Partnership's long-term debt bears interest
at a fixed rate and is non-recourse to the Partnership, the Partnership
does not believe that it is exposed to market risk relating to interest
rate changes.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
INDEX
Independent Auditors' Report
Consolidated Balance Sheets, December 31, 1999 and 1998
Consolidated Statements of Operations, years ended December 31,
1999, 1998 and 1997
Consolidated Statements of Partners' Capital Accounts (Deficits),
years ended December 31, 1999, 1998 and 1997
Consolidated Statements of Cash Flows, years ended December 31,
1999, 1998 and 1997
Notes to Consolidated Financial Statements
Schedule
--------
Consolidated Real Estate and Accumulated Depreciation III
Schedules not filed:
All schedules other than the one indicated in the index have been
omitted as the required information is inapplicable or the information is
presented in the consolidated financial statements or related notes.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Partners
JMB INCOME PROPERTIES, LTD. - V:
We have audited the consolidated financial statements of JMB Income
Properties, Ltd. - V (a limited partnership) and consolidated venture as
listed in the accompanying index. In connection with our audits of the
consolidated financial statements, we also have audited the financial
statement schedule as listed in the accompanying index. These consolidated
financial statements and financial statement schedule are the
responsibility of the General Partners of the Partnership. Our
responsibility is to express an opinion on these consolidated financial
statements and financial statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by the General Partners of the
Partnership, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
JMB Income Properties, Ltd. - V and consolidated venture at December 31,
1999 and 1998, and the results of their operations and their cash flows for
each of the years in the three-year period ended December 31, 1999, in
conformity with generally accepted accounting principles. Also in our
opinion, the related financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth
therein.
KPMG LLP
Chicago, Illinois
March 16, 2000
<PAGE>
<TABLE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
------
<CAPTION>
1999 1998
------------ -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . $ 6,318,944 5,859,549
Interest, rents and other receivables. . . . . . . . . . . . . . . . . 94,796 267,050
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,903 59,954
------------ -----------
Total current assets . . . . . . . . . . . . . . . . . . . . . 6,441,643 6,186,553
------------ -----------
Investment properties, at cost - Schedule III:
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,949,914 --
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . 11,399,502 --
------------ -----------
13,349,416 --
Less accumulated depreciation. . . . . . . . . . . . . . . . . . . . . (7,115,991) --
------------ -----------
Total investment property, net of accumulated depreciation . . 6,233,425 --
Properties held for sale or disposition. . . . . . . . . . . . . . . . . -- 25,944,030
------------ -----------
Total investment properties. . . . . . . . . . . . . . . . . . 6,233,425 25,944,030
Deferred expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,625 269,195
Accrued rents receivable . . . . . . . . . . . . . . . . . . . . . . . . -- 200,311
------------ -----------
$ 12,745,693 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)
-----------------------------------------------------
1999 1998
------------ -----------
Current liabilities:
Current portion of long-term debt. . . . . . . . . . . . . . . . . . . $ 401,561 898,612
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,791,513 1,792,206
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 149,694 212,781
------------ -----------
Total current liabilities. . . . . . . . . . . . . . . . . . . 2,342,768 2,903,599
Tenant security deposits . . . . . . . . . . . . . . . . . . . . . . . . 14,986 22,721
Construction loan payable. . . . . . . . . . . . . . . . . . . . . . . . -- 2,802,626
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . 18,408,189 23,219,926
------------ -----------
Commitments and contingencies
Total liabilities. . . . . . . . . . . . . . . . . . . . . . . 20,765,943 28,948,872
Venture partner's subordinated equity in venture . . . . . . . . . . . . 11,938,602 11,891,331
Partners' capital accounts (deficits):
General partners:
Capital contributions . . . . . . . . . . . . . . . . . . . . . . . 1,000 1,000
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . 4,264,078 1,537,012
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (5,835,971) (3,096,315)
------------ -----------
(1,570,893) (1,558,303)
------------ -----------
Limited partners (38,505 interests):
Capital contributions, net of offering costs. . . . . . . . . . . . 34,926,505 34,926,505
Cumulative net earnings . . . . . . . . . . . . . . . . . . . . . . 33,574,828 30,775,887
Cumulative cash distributions . . . . . . . . . . . . . . . . . . . (86,889,292) (72,384,203)
------------ -----------
(18,387,959) (6,681,811)
------------ -----------
Total partners' capital accounts (deficits). . . . . . . . . . (19,958,852) (8,240,114)
------------ -----------
$ 12,745,693 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
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Income:
Rental income. . . . . . . . . . . . . . . . . . . . $ 5,605,074 11,046,128 10,104,269
Interest income. . . . . . . . . . . . . . . . . . . 505,064 260,830 324,044
------------ ------------ ------------
6,110,138 11,306,958 10,428,313
------------ ------------ ------------
Expenses:
Mortgage and other interest. . . . . . . . . . . . . 1,900,432 2,686,420 2,341,216
Depreciation . . . . . . . . . . . . . . . . . . . . 1,110,578 -- 293,017
Property operating expenses. . . . . . . . . . . . . 2,886,136 4,920,180 4,969,750
Professional services. . . . . . . . . . . . . . . . 101,300 76,254 83,018
Amortization of deferred expenses. . . . . . . . . . 23,786 41,765 29,703
General and administrative . . . . . . . . . . . . . 137,037 130,840 134,606
------------ ------------ ------------
6,159,269 7,855,459 7,851,310
------------ ------------ ------------
(49,131) 3,451,499 2,577,003
Venture partner's share of venture's operations. . . . (248,552) (836,170) (1,358,628)
------------ ------------ ------------
Earnings (loss) before gain on sale of
investment property. . . . . . . . . . . . (297,683) 2,615,329 1,218,375
Gain on sale of investment property. . . . . . . . . . 5,998,474 -- --
------------ ------------ ------------
Earnings (loss) before extraordinary item. . 5,700,791 2,615,329 1,218,375
Extraordinary item - write-off of unamortized
deferred financing costs . . . . . . . . . . . . . . (174,784) -- --
------------ ------------ ------------
Net earnings (loss). . . . . . . . . . . . . $ 5,526,007 2,615,329 1,218,375
============ ============ ============
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
1999 1998 1997
------------ ------------ ------------
Net earnings (loss) per limited
partnership interest:
Earnings (loss) before gain on sale
of investment property . . . . . . . . . $ (7.50) 65.88 30.69
Gain on sale of investment property. . . . 84.68 -- --
Extraordinary item . . . . . . . . . . . . (4.49) -- --
------------ ------------ ------------
Net earnings (loss) per limited
partnership interest . . . . . . . . . . . $ 72.69 65.88 30.69
============ ============ ============
<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 PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<CAPTION>
GENERAL PARTNERS LIMITED PARTNERS (38,505 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance
(deficits)
December 31,
1996. . . . . $1,000 1,422,001 (3,092,059) (1,669,058) 34,926,505 27,057,194 (72,201,879)(10,218,180)
Net earnings
(loss). . . . -- 36,551 -- 36,551 -- 1,181,824 -- 1,181,824
Cash distri-
butions
($1.71 per
limited
partnership
interest) . . -- -- (764) (764) -- -- (65,843) (65,843)
------ ---------- ---------- ---------- ---------- ---------- ----------- ----------
Balance
(deficits)
December 31,
1997. . . . . 1,000 1,458,552 (3,092,823) (1,633,271) 34,926,505 28,239,018 (72,267,722) (9,102,199)
Net earnings
(loss). . . . -- 78,460 -- 78,460 -- 2,536,869 -- 2,536,869
Cash distri-
butions
($3.03 per
limited
partnership
interest) . . -- -- (3,492) (3,492) -- -- (116,481) (116,481)
------ ---------- ---------- ---------- ---------- ---------- ----------- ----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL ACCOUNTS (DEFICITS) - CONTINUED
GENERAL PARTNERS LIMITED PARTNERS (38,505 INTERESTS)
-------------------------------------------------- ---------------------------------------------------
CONTRI-
BUTIONS
NET NET OF NET
CONTRI- EARNINGS CASH OFFERING EARNINGS CASH
BUTIONS (LOSS) DISTRIBUTIONS TOTAL COSTS (LOSS) DISTRIBUTIONS TOTAL
------- ---------- ------------- ----------- ----------- ---------- ------------- -----------
Balance
(deficits)
December 31,
1998. . . . . 1,000 1,537,012 (3,096,315) (1,558,303) 34,926,505 30,775,887 (72,384,203) (6,681,811)
Net earnings
(loss). . . . -- 2,727,066 -- 2,727,066 -- 2,798,941 -- 2,798,941
Cash distri-
butions
($376.71 per
limited
partnership
interest) . . -- -- (2,739,656) (2,739,656) -- -- (14,505,089)(14,505,089)
------ ---------- ---------- ---------- ---------- ---------- ----------- -----------
Balance
(deficits)
December 31,
1999. . . . . $1,000 4,264,078 (5,835,971) (1,570,893) 34,926,505 33,574,828 (86,889,292)(18,387,959)
====== ========== ========== ========== ========== ========== =========== ===========
<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
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<CAPTION>
1999 1998 1997
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net earnings (loss). . . . . . . . . . . . . . . . . $ 5,526,007 2,615,329 1,218,375
Items not requiring (providing) cash or
cash equivalents:
Depreciation . . . . . . . . . . . . . . . . . . . 1,110,578 -- 293,017
Amortization of deferred expenses. . . . . . . . . 23,786 41,765 29,703
Venture partner's share of venture's operations. . 248,552 836,170 1,358,628
Gain on sale of investment property. . . . . . . . (5,998,474) -- --
Extraordinary item . . . . . . . . . . . . . . . . 174,784 -- --
Rental income applied to construction
loan payable . . . . . . . . . . . . . . . . . . (17,166) (43,162) (23,561)
Changes in:
Interest, rents and other receivables. . . . . . . 172,254 98,355 (91,852)
Prepaid expenses . . . . . . . . . . . . . . . . . 32,051 2,387 --
Accrued rents receivable . . . . . . . . . . . . . 5,003 81,591 55,761
Accounts payable . . . . . . . . . . . . . . . . . (693) 131,922 37,732
Accrued interest . . . . . . . . . . . . . . . . . (63,087) (20,942) 218,540
Accrued real estate taxes. . . . . . . . . . . . . -- -- (480,208)
Tenant security deposits . . . . . . . . . . . . . (7,735) (768) (1,179)
----------- ----------- -----------
Net cash provided by (used in)
operating activities. . . . . . . . . . . . 1,205,860 3,742,647 2,614,956
----------- ----------- -----------
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
1999 1998 1997
----------- ----------- -----------
Cash flows from investing activities:
Additions to investment properties, net of
related payables. . . . . . . . . . . . . . . . . . (205,760) (680,559) (8,147,986)
Proceeds from sale of investment property. . . . . . 24,216,567 -- --
Proceeds from sale of land parcel. . . . . . . . . . -- -- 70,015
Escrow refunds . . . . . . . . . . . . . . . . . . . -- -- 1,005,343
----------- ----------- -----------
Net cash provided by (used in)
investing activities. . . . . . . . . . . . 24,010,807 (680,559) (7,072,628)
----------- ----------- -----------
Cash flows from financing activities:
Cash proceeds from construction loan . . . . . . . . -- 332,045 3,070,875
Principal payments on construction loan. . . . . . . (2,785,460) (2,000,000) --
Principal payments on long-term debt . . . . . . . . (4,525,786) (820,939) (749,993)
Refund of deferred financing fees. . . . . . . . . . -- -- 6,050
Venture partner's contributions to venture . . . . . 828,982 829,095 829,197
Distributions to venture partner . . . . . . . . . . (1,030,263) (830,263) (2,941,832)
Distributions to limited partners. . . . . . . . . . (14,505,089) (116,481) (65,843)
Distributions to general partners. . . . . . . . . . (2,739,656) (3,492) (764)
----------- ----------- -----------
Net cash provided by (used in)
financing activities . . . . . . . . . . . (24,757,272) (2,610,035) 147,690
----------- ----------- -----------
Net increase (decrease) in cash and
cash equivalents . . . . . . . . . . . . . 459,395 452,053 (4,309,982)
Cash and cash equivalents,
beginning of year. . . . . . . . . . . . . 5,859,549 5,407,496 9,717,478
----------- ----------- -----------
Cash and cash equivalents,
end of year. . . . . . . . . . . . . . . . $ 6,318,944 5,859,549 5,407,496
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid for mortgage and other interest,
net of capitalized interest. . . . . . . . . . . . $ 1,963,519 2,304,677 2,175,263
=========== =========== ===========
Non-cash investing and financing activities:
Rental income applied to construction
loan payable . . . . . . . . . . . . . . . . . $ 17,166 43,162 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
DECEMBER 31, 1999, 1998 AND 1997
OPERATIONS AND BASIS OF ACCOUNTING
GENERAL
The Partnership holds (through a joint venture) one real estate
investment. Business activities consist of rentals to a variety of
commercial companies, and the ultimate sale or disposition of such real
estate. The Partnership currently expects to conduct an orderly
liquidation of its remaining investment portfolio as quickly as practicable
and to wind up its affairs in 2002, after the expiration of the Wachovia
Bank lease in the Phillips Building. However, the Partnership may
liquidate prior to 2002 if it is able to sell the 301 N. Main and Phillips
Buildings.
The accompanying consolidated financial statements include the
accounts of the Partnership and its majority-owned venture, Wachovia
Building Associates ("Wachovia"). The effect of all transactions between
the Partnership and the consolidated venture has been eliminated.
The Partnership's records are maintained on the accrual basis of
accounting as adjusted for Federal income tax reporting purposes. The
accompanying consolidated financial statements have been prepared from such
records after making appropriate adjustments to present the Partnership's
accounts in accordance with generally accepted accounting principles
("GAAP") and to consolidate the accounts of the venture as described above.
Such GAAP and consolidation adjustments are not recorded on the records of
the Partnership. The net effect of these items for the years ended
December 31, 1999 and 1998 is summarized as follows:
<PAGE>
<TABLE>
<CAPTION>
1999 1998
-------------------------------------------------------------
GAAP BASIS TAX BASIS GAAP BASIS TAX BASIS
(UNAUDITED) (UNAUDITED)
------------ ----------- ------------ ----------
<S> <C> <C> <C> <C>
Total assets . . . . . . . . . . . . $12,745,693 19,558,846 32,600,089 28,757,516
Partners' capital
accounts (deficits):
General partners . . . . . . . . . (1,570,893) (874,685) (1,558,303) (980,053)
Limited partners . . . . . . . . . (18,387,959) (2,745,641) (6,681,811) 6,040,852
Net earnings (loss):
General partners . . . . . . . . . 2,727,066 2,839,732 78,460 69,839
Limited partners . . . . . . . . . 2,798,941 5,718,596 2,536,869 2,317,327
Net earnings (loss) per
limited partnership
interest . . . . . . . . . . . . . 72.69 148.52 65.88 60.18
=========== =========== =========== ==========
</TABLE>
<PAGE>
The net earnings (loss) per limited partnership interest is based upon
the number of limited partnership interests outstanding at the end of each
period (38,505). Deficit capital accounts will result, through the
duration of the Partnership, in net gain for financial reporting and
Federal income tax purposes.
The preparation of financial statements in accordance with GAAP
requires the Partnership to make estimates and assumptions that affect the
reported or disclosed amount of assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Statement of Financial Accounting Standards No. 95 requires the
Partnership to present a statement which classifies receipts and payments
according to whether they stem from operating, investing or financing
activities. The required information has been segregated and accumulated
according to the classifications specified in the pronouncement. The
Partnership records amounts held in U.S. Government obligations at cost,
which approximates market. For the purposes of these statements, the
Partnership's policy is to consider all such amounts held with original
maturities of three months or less ($6,307,419 and $5,556,856 at
December 31, 1999 and 1998, respectively) as cash equivalents, which
includes investments in an institutional mutual fund which holds U.S.
Government obligations, with any remaining amounts (generally with original
maturities of one year or less) reflected as short-term investments being
held to maturity.
Deferred expenses consist primarily of refinancing and commitment
fees. Such fees are amortized over the terms of the related notes using
the straight-line method.
Although certain leases of the Partnership provided for tenant
occupancy during periods for which no rent is due, the Partnership accrued
rental income for the full period of occupancy on a straight-line basis.
Such amounts are reflected in accrued rents receivable in the accompanying
balance sheets.
No provision for State or Federal income taxes has been made as the
liability for such taxes is that of the partners rather than the
Partnership. However, in certain instances, the Partnership has been
required under applicable law, and may be required in the future, to remit
directly to the tax authorities amounts representing withholding from
distributions paid to partners.
The Partnership acquired, either directly or through joint ventures,
two office building complexes and nine shopping centers. Ten properties
have been sold or disposed of by the Partnership through December 31, 1999.
The remaining property owned at December 31, 1999 was operating. The cost
of the investment property represents the total cost to the Partnership and
its venture plus miscellaneous acquisition costs.
Depreciation on the properties has been provided over the estimated
useful lives of the various components as follows:
YEARS
-----
Buildings and improvements--150% declining-balance
or straight-line. . . . . . . . . . . . . . . . 5-40
====
<PAGE>
The investment property is pledged as security for the long-term debt,
for which there is no recourse to the Partnership or its venture.
Maintenance and repair expenses are charged to operations as incurred.
Significant betterments and improvements are capitalized and depreciated
over their estimated useful lives.
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 ($156,699), $1,058,204 and $597,685,
respectively, for the years ended December 31, 1999, 1998 and 1997.
The Partnership has adopted SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." The Partnership defines each of
its property investments as an individual operating segment and has
determined such property investments exhibit substantially identical
economic characteristics and meet the other criteria specified by SFAS
No. 131 which permits the property investments to be aggregated into one
reportable segment. The Partnership assesses and measures operating
results based on net operating income (rental income less property
operating expenses). With the exception of interest income, professional
services and general and administrative expenses, substantially all other
components of net earnings (loss) of the Partnership relate to property
investments. With the exception of cash and cash equivalents,
substantially all other assets of the Partnership relate to property
investments.
VENTURE AGREEMENTS - GENERAL
The Partnership at December 31, 1999 is a party to one operating joint
venture agreement. Under certain circumstances, either pursuant to the
venture agreement or due to the Partnership's obligations as general
partner, the Partnership may be required to make additional cash
contributions to the venture.
There are certain risks associated with the Partnership's investment
made through a joint venture including the possibility that the
Partnership's joint venture partner in an investment might become unable or
unwilling to fulfill their financial or other obligations, or that such
joint venture partner may have economic or business interests or goals that
are inconsistent with those of the Partnership.
<PAGE>
INVESTMENT PROPERTIES
301 N. MAIN AND PHILLIPS BUILDING
In July 1986, the Partnership contributed its 100% ownership interest
in the 301 N. Main Building and Phillips Building to Wachovia, a newly
formed joint venture partnership.
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
$7,087,000 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 and the venture partner had been negotiating an
agreement under which the Partnership would purchase the venture partner's
interest in 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 obligations 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 Partnership agreement was amended to:
(1) convert the venture partner's minority general partner interest in the
venture to a limited partner 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 cash flow from
operations and reserves was distributed; 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 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.
The venture agreement had provided for certain preferred return levels
of annual cash flow to the Partnership and the venture partner with any
remaining annual cash flow allocated, in general, 65% to the Partnership
and 35% to the venture partner through December 1995. Subsequent to
December 1995, all annual cash flow is distributable 65% and 35% to the
Partnership and venture partner, respectively. For Federal income tax
purposes and financial reporting purposes, profits and losses from
operation were allocated 65% to the Partnership and 35% to the venture
partner. The Partnership 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
<PAGE>
partners, approximately 85% and 80% to the Partnership and 15% and 20% to
the venture partner of 1999 and 1998, respectively. For 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.
Wachovia reached an agreement with the current mortgage lender to
modify and extend the existing mortgage note effective November 1, 1996.
The loan requires principal and interest payments based on a 22 year
amortization at an interest rate of 9.55% per annum and matures on November
1, 2001 when all remaining principal and unpaid interest is due.
The property is managed for a management fee calculated at 3-1/2% of
the gross receipts of the property and a leasing fee of $50,000 per year.
Payment of 1-1/2% of the 3-1/2% management fee is deferred by the venture
until the sale of the property or upon termination of the property
management agreement and is expected to be paid at that time.
The joint venture has commenced marketing the property for sale.
However, there can be no assurance that any sale will be consummated.
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. 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 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 (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. 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, $43,000 and $24,000 had been applied to principal in
1999, 1998 and 1997, respectively.
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.
In July 1997, the Partnership sold a small outparcel at the Bristol
Mall. The Partnership received proceeds from such sale of approximately
$70,000. The amount received was applied against the carrying value of the
land, therefore, no gain or loss resulted from this transaction for Federal
income tax or financial reporting purposes.
<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 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 has not been subject to continued depreciation from such date for
financial reporting purposes.
LONG-TERM DEBT
Long-term debt consists of the following at December 31, 1999 and
1998:
1999 1998
----------- -----------
9-1/4% mortgage note secured by
two office buildings in
Winston-Salem, North Carolina;
payable in monthly installments
of principal and interest (at 9.55%
per annum) of $181,718 until
November 1, 2001 when the remaining
principal balance is due. . . . . . . . $18,809,750 19,174,875
8-3/4% mortgage note, due
February 2006, secured by a
shopping center in Bristol,
Virginia; payable in monthly
installments of $78,750
(including interest), paid in full
in connection with the sale of
the sale of the property in
February 1999 . . . . . . . . . . . . . -- 4,943,663
----------- -----------
Total debt. . . . . . . . . . . . . 18,809,750 24,118,538
Less current portion of
long-term debt . . . . . . . . . . (401,561) (898,612)
----------- -----------
Total long-term debt. . . . . . . . $18,408,189 23,219,926
=========== ===========
Five-year maturities of long-term debt are summarized as follows:
2000. . . . . . . . . . . . . $ 401,561
2001. . . . . . . . . . . . . 18,408,189
2002. . . . . . . . . . . . . --
2003. . . . . . . . . . . . . --
2004. . . . . . . . . . . . . --
===========
<PAGE>
PARTNERSHIP AGREEMENT
Pursuant to the terms of the Partnership Agreement, net profits or
losses of the Partnership from operations are allocated 97% to the Limited
Partners and 3% to the General Partners. Profits from the sale or
refinancing of investment properties are to be allocated to the General
Partners in an amount equal to the greater of (a) any cash distributions to
the General Partners from the proceeds of any sale or refinancing (as
described below) or (b) 1% of the profits from the sale or refinancing.
Losses from the sale or refinancing of investment properties are to be
allocated 1% to the General Partners. The remaining sale or refinancing
profits and losses will be allocated to the Limited Partners.
The Partnership Agreement also generally provides that notwithstanding
any allocation contained in the Agreement, if at any time profits are
realized by the Partnership, any current or anticipated event would cause
the deficit balance in absolute amount in the Capital Account of the
General Partners to be greater than their share of the Partnership's
indebtedness (as defined) after such event, then the allocation of Profits
to the General Partners shall be increased to the extent necessary to cause
the deficit balance in the Capital Account of the General Partners to be no
less than their respective shares of the Partnership's indebtedness after
such event. In general, the effect of this provision is to allow the
deferral of the recognition of taxable gain to the Limited Partners.
The General Partners are not required to make any additional capital
contributions except under certain limited circumstances upon termination
of the Partnership.
Distributions of "cash flow" of the Partnership are allocated 90% to
the Limited Partners and 10% to the General Partners (of which 5%
constitutes a management fee to the Managing General Partner for services
in managing the Partnership). However, such management fees and a portion
of such distributions to the General Partners are subordinated to the
Limited Partners' receipt of a stipulated return on capital.
The Partnership Agreement provides that the General Partners shall
receive as a distribution from the sale of a real property by the
Partnership an amount up to 3/4 of 1% of the selling price and that the
remaining proceeds (net after expenses and retained working capital) be
distributed 85% to the Limited Partners and 15% to the General Partners.
However, the Limited Partners were to receive 100% of all net sale proceeds
until the Limited Partners (i) had received cash distributions of sale or
refinancing proceeds in an amount equal to the Limited Partners' aggregate
initial capital investment in the Partnership and (ii) had received
cumulative cash distributions from the Partnership's operations which, when
combined with sale or refinancing proceeds previously distributed, equaled
a 7% annual return on the Limited Partners' average capital investment for
each year (their initial capital investment as reduced by sale or
refinancing proceeds previously distributed) commencing with the fourth
fiscal quarter of 1977. The Limited Partners have received cash
distributions that satisfy the requirements in (i) and (ii) above.
MANAGEMENT AGREEMENTS
The Partnership entered into agreements for the operation and
management of the investment properties. Such agreements are summarized as
follows:
Bristol Mall shopping center was managed by an affiliate of the
General Partners until its sale in February 1999. The 301 N. Main Building
and Phillips Building are managed by an unaffiliated third party property
manager.
<PAGE>
LEASES - AS PROPERTY LESSOR
At December 31, 1999, the Partnership and its consolidated venture's
principal asset is one office building complex. The Partnership has
determined that all leases relating to this property are properly
classified as operating leases; therefore, rental income is reported when
earned and the cost of the property, excluding cost of land, is depreciated
over the estimated useful live. Leases with tenants range in term from one
to thirty years and provide for fixed minimum rent and partial
reimbursement of operating costs.
Costs and accumulated depreciation of the leased assets are summarized
as follows at December 31, 1999:
Office Building:
Cost. . . . . . . . . . . . . . . . . . $13,349,416
Accumulated depreciation. . . . . . . . (7,115,991)
-----------
$ 6,233,425
===========
Minimum lease payments including amounts representing executory costs
(e.g. taxes, maintenance, insurance), and any related profit in excess of
specific reimbursements, to be received in the future under the above
operating lease agreements, are as follows:
2000. . . . . . . . . . . . . . . . $1,947,769
2001. . . . . . . . . . . . . . . . 1,711,573
2002. . . . . . . . . . . . . . . . 159,654
2003. . . . . . . . . . . . . . . . 68,413
2004. . . . . . . . . . . . . . . . 53,688
Thereafter. . . . . . . . . . . . . 92,399
----------
Total. . . . . . . . . . . . . . $4,033,496
==========
Contingent rent (based on sales of property tenants) included in
consolidated rental income was as follows for the years ended December 31,
1999, 1998 and 1997:
1997. . . . . . . . . . . . . . . . $291,852
1998. . . . . . . . . . . . . . . . 332,016
1999. . . . . . . . . . . . . . . . 144,512
========
TRANSACTIONS WITH AFFILIATES
Fees, commissions and other expenses required to be paid by the
Partnership to the General Partners and their affiliates as of December 31,
1999 and for the years ended December 31, 1999, 1998 and 1997 are as
follows:
<PAGE>
UNPAID AT
DECEMBER 31,
1999 1998 1997 1999
-------- -------- -------- ------------
Property management
and leasing fees. . . . . $112,178 303,786 262,818 1,627,903
Insurance commissions. . . 8,801 22,748 24,118 --
Reimbursement (at cost)
for out-of-pocket
expenses. . . . . . . . . 38 3,697 203 --
Reimbursement (at cost)
for out-of-pocket
salary and salary
related expenses
related to on-site
and other costs for
the Partnership and
its investment
properties. . . . . . . . 20,786 105,664 102,278 --
-------- ------- -------- ---------
$141,803 435,895 389,417 1,627,903
======== ======= ======== =========
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 N. 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 December 31, 1999, the
General Partners and their affiliates have deferred receipt of
approximately $1,589,000 (approximately $40 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.
<PAGE>
<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
<CAPTION>
COSTS CAPITALIZED GROSS AMOUNT AT WHICH
INITIAL COST SUBSEQUENT TO CARRIED AT CLOSE
TO PARTNERSHIP (A) ACQUISITION OF PERIOD (B)(C)
------------------------- ---------------------------- -----------------------
BUILDINGS BUILDINGS BUILDINGS
AND AND AND
ENCUMBRANCE LAND IMPROVEMENTS LAND IMPROVEMENTS LAND IMPROVEMENTS
----------- ----------- ------------ ------------ --------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OFFICE
BUILDING:
Winston-
Salem,
North
Carolina
(E) . . . . .$18,809,750 1,949,914 21,281,279 -- (9,881,777) 1,949,914 11,399,502
=========== ========== ========== ======== ========== ========= ==========
</TABLE>
<PAGE>
<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
<CAPTION>
LIFE ON WHICH
DEPRECIATION
IN LATEST
STATEMENT OF 1999
ACCUMULATED DATE OF DATE OPERATIONS REAL ESTATE
TOTAL DEPRECIATION(D) CONSTRUCTION ACQUIRED IS COMPUTED TAXES
------------- ---------------- ------------ ---------- --------------- ----------
<S> <C> <C> <C> <C> <C>
OFFICE
BUILDING:
Winston-
Salem,
North
Carolina (E). . $13,349,416 7,115,991 1966/72 1/31/77 5-40 years 250,497
=========== ========== =======
<FN>
_______________
Notes:
(A) The initial cost to the Partnership represents the original purchase price of the property.
(B) The aggregate cost of the above real estate at December 31, 1999 for Federal income tax
purposes was approximately $28,800,000.
</TABLE>
<PAGE>
<TABLE>
SCHEDULE III
JMB INCOME PROPERTIES, LTD. - V
(A LIMITED PARTNERSHIP)
AND CONSOLIDATED VENTURE
CONSOLIDATED REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
(C) Reconciliation of real estate owned:
<CAPTION>
1999 1998 1997
------------ ------------ ------------
<S> <C> <C> <C>
Balance at beginning of period . . . . . . . . . . $ 44,710,969 44,666,313 36,989,156
Additions during period. . . . . . . . . . . . . . 205,760 44,656 7,677,157
Reductions during period . . . . . . . . . . . . . (31,567,313) -- --
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . . $ 13,349,416 44,710,969 44,666,313
============ ============ ============
(D) Reconciliation of accumulated depreciation:
Balance at beginning of period . . . . . . . . . . $ 18,766,939 18,766,939 18,473,923
Depreciation expense . . . . . . . . . . . . . . . 1,110,578 -- 293,017
Reductions during period . . . . . . . . . . . . . (12,761,526) -- --
------------ ------------ ------------
Balance at end of period . . . . . . . . . . . . . $ 7,115,991 18,766,939 18,766,939
============ ============ ============
</FN>
(E) The Partnership contributed the net book value of this property in the amount of
$12,339,911 to a newly formed joint venture in 1986. Reference is made to the Notes
for a description of such transaction.
</TABLE>
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There were no changes or disagreements with accountants during fiscal
years 1999 and 1998.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP
The Managing General Partner of the Partnership is JMB Realty
Corporation ("JMB"), a Delaware corporation, substantially all of the
outstanding stock of which is owned directly or indirectly, by certain of
its officers, directors, and members of their families and their
affiliates. JMB has responsibility for all aspects of the Partnership's
operations, subject to the requirement that sales of real property must be
approved by Messrs. Neil G. Bluhm and Judd D. Malkin as the individual
general partners of the Partnership.
The Partnership is subject to certain conflicts of interest arising
out of its relationships with the General Partners and their affiliates as
well as the fact that the General Partners and their affiliates are engaged
in a range of real estate activities. Certain services have been and may
in the future be provided to the Partnership or its investment properties
by affiliates of the General Partners, including property management
services and insurance brokerage services. In general, such services are
to be provided on terms no less favorable to the Partnership than could be
obtained from independent third parties and are otherwise subject to
conditions and restrictions contained in the Partnership Agreement. The
Partnership Agreement permits the General Partners and their affiliates to
provide services to, and otherwise deal and do business with, persons who
may be engaged in transactions with the Partnership, and permits the
Partnership to borrow from, purchase goods and services from, and otherwise
to do business with, persons doing business with the General Partners or
their affiliates. The General Partners and their affiliates may be in
competition with the Partnership or its investment property under certain
circumstances, including, in certain geographical markets, for tenants
and/or for the sale of property. Because the timing and amount of cash
distributions and profits and losses of the Partnership may be affected by
various determinations by the General Partners under the Partnership
Agreement, including whether and when to sell a property, the establishment
and maintenance of reasonable reserves and the determination of the sources
(i.e., offering proceeds, cash generated from operations or sale proceeds)
and uses or distribution of such reserves, the timing of expenditures and
the allocation of certain tax items under the Partnership Agreement, the
General Partners may have a conflict of interest with respect to such
determinations.
The names, positions held and length of service therein of each
director and the executive officers of the Managing General Partner are as
follows:
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
Judd D. Malkin Chairman 5/03/71
Director 5/03/71
Chief Financial Officer 2/22/96
Neil G. Bluhm President 5/03/71
Director 5/03/71
Burton E. Glazov Director 7/01/71
Stuart C. Nathan Executive Vice President 5/08/79
Director 3/14/73
A. Lee Sacks Director 5/09/88
<PAGE>
SERVED IN
NAME OFFICE OFFICE SINCE
- ---- ------ ------------
John G. Schreiber Director 3/14/73
H. Rigel Barber Executive Vice President 1/02/87
Chief Executive Officer 8/01/93
Gary Nickele Executive Vice President 1/01/92
General Counsel 2/27/84
Gailen J. Hull Senior Vice President 6/01/88
Effective May 31, 1996, the Board of Directors of JMB established a
special committee, consisting of Messrs. Malkin, Glazov, Nathan, Sacks and
Schreiber, to deal with all matters relating to tender offers for
Interests.
There is no family relationship among any of the foregoing directors
or officers. The foregoing directors have been elected to serve a one-year
term until the annual meeting of the Managing General Partner to be held on
June 6, 2000. All of the foregoing officers have been elected to serve
one-year terms until the first meeting of the Board of Directors held after
the annual meeting of the Managing General Partner to be held on June 6,
2000. There are no arrangements or understandings between or among any of
said directors or officers and any other person pursuant to which any
director or officer was elected as such.
JMB is the corporate general partner of Carlyle Real Estate Limited
Partnership-XI ("Carlyle-XI"), Carlyle Real Estate Limited Partnership-XIII
("Carlyle-XIII"), Carlyle Real Estate Limited Partnership-XIV
("Carlyle-XIV"), Carlyle Real Estate Limited Partnership-XV ("Carlyle-XV"),
Carlyle Income Plus, L.P.-II ("Carlyle Income Plus-II") and the managing
general partner of JMB Income Properties, Ltd.-VII ("JMB Income-VII"), and
JMB Income Properties, Ltd.-XI ("JMB Income-XI"). JMB is also the sole
general partner of the associate general partner of most of the foregoing
partnerships.
The foregoing directors and officers are also officers and/or
directors of various affiliated companies of JMB, including Arvida/JMB
Managers, Inc. (the general partner of Arvida/JMB Partners, L.P.). Most of
such directors and officers are also partners, directly or indirectly, of
certain partnerships which are associate general partners in the following
real estate limited partnerships: Carlyle-XI, Carlyle-XIII, Carlyle-XIV,
Carlyle-XV, JMB Income-VII, JMB Income-XI, and Carlyle Income Plus-II.
The business experience during the past five years of each such
director and officer of the Managing General Partner of the Partnership in
addition to that described above is as follows:
Judd D. Malkin (age 62) has been associated with JMB since October,
1969. Mr. Malkin is also a director of Urban Shopping Centers, Inc., an
affiliate of JMB that is a real estate investment trust in the business of
owning, managing and developing shopping centers. He is also a director of
Chisox Corporation, which is the general partner of a limited partnership
that owns the Chicago White Sox, a Major League Baseball team, and CBLS,
Inc., which is the general partner of the general partner of a limited
partnership that owns the Chicago Bulls, a National Basketball Association
team.
Neil G. Bluhm (age 62) has been associated with JMB since August,
1970. Mr. Bluhm is also a principal of Walton Street Capital, L.L.C.,
which sponsors real estate investment funds, and a director of Urban
Shopping Centers, Inc. He is a member of the Bar of the State of Illinois
and a Certified Public Accountant.
Burton E. Glazov (age 61) has been associated with JMB since June,
1971 and served as an Executive Vice President of JMB until December of
1990. Mr. Glazov is currently retired. He is a member of the Bar of the
State of Illinois.
<PAGE>
Stuart C. Nathan (age 58) has been associated with JMB since July,
1972. He is a member of the Bar of the State of Illinois.
A. Lee Sacks (age 66) has been associated with JMB since December,
1972. He is also President and a director of JMB Insurance Agency, Inc.
John G. Schreiber (age 53) has been associated with JMB since
December, 1970 and served as an Executive Vice President for JMB until
December, 1990. Mr. Schreiber is President of Schreiber Investments, Inc.,
a company engaged in the real estate investing business. He is also a
senior advisor and partner of Blackstone Real Estate Advisors L.P., an
affiliate of the Blackstone Group, L.P. Mr. Schreiber is also a director
of Urban Shopping Centers, Inc., Host Marriott Corporation, The Brickman
Group, Ltd., which is engaged in the landscape maintenance business, and a
director of a number of investment companies advised by T. Rowe Price
Associates and its affiliates and a trustee of Amli Residential Properties
Trust. He holds a Masters degree in Business Administration from Harvard
University Graduate School of Business.
H. Rigel Barber (age 51) has been associated with JMB since March,
1982. He holds a J.D. degree from the Northwestern Law School and is a
member of the Bar of the State of Illinois.
Gary Nickele (age 47) has been associated with JMB since February,
1984. He holds a J.D. degree from the University of Michigan Law School
and is a member of the Bar of the State of Illinois.
Gailen J. Hull (age 51) has been associated with JMB since March,
1982. He holds a Masters degree in Business Administration from Northern
Illinois University and is a Certified Public Accountant.
<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
The Partnership has no officers or directors. The Partnership is
required to pay a management fee to the Managing General Partner and the
General Partners are entitled to receive a share of cash distributions,
when and as cash distributions are made to the Limited Partners, and a
share of profits or losses. Reference is made to the Notes for a
description of such transactions, distributions and allocations. In 1999,
1998 and 1997 cash distributions of $2,739,656, $3,492 and $764 were paid,
respectively, to the General Partners.
JMB Properties Company, an affiliate of the Managing General Partner,
provided property management services to the Partnership for the 301 N.
Main Building and Phillips Building in Winston-Salem, North Carolina
through the date of its sale in December, 1994 at fees calculated at 3-1/2%
of gross income. JMB Retail Properties Company (renamed Urban Retail
Properties Company as of March 15, 1995), an affiliate of the Managing
General Partner, provided property management services to the Partnership
for the Bristol Mall in Bristol, Virginia, prior to its sale, at fees
calculated at 5% of gross income from the property. In 1999, such
affiliates earned property management and leasing fees amounting to
$112,178. As of December 31, 1999, management and leasing fees due to such
affiliates in the amount of $1,627,903 remain unpaid. As set forth in the
Prospectus of the Partnership, the Managing General Partner must negotiate
such agreements on terms no less favorable to the Partnership than those
customarily charged for similar services in the relevant geographical area
(but in no event for a fee greater than 5% of the gross income from a
property), and such agreements must be terminable by either party thereto,
without penalty, upon 60 days' notice.
JMB Insurance Agency, Inc., an affiliate of the Managing General
Partner, earned and received insurance brokerage commissions in 1999
aggregating $8,801 in connection with the provision of insurance coverage
for certain of the real property investments of the Partnership. Such
commissions are at rates set by insurance companies for the classes of
coverage involved.
The General Partners of the Partnership may be reimbursed for their
direct expenses relating to the administration of the Partnership and the
operation of the Partnership's real property investments. In 1999, the
Managing General Partner earned reimbursements for such out-of-pocket
expenses in the amount of $20,824, all of which was paid as of December 31,
1999.
The Partnership is permitted to engage in various transactions
involving affiliates of the Managing General Partner. The relationship of
the Managing General Partner (and its officers and directors) to its
affiliates is set forth in Item 10 above and Exhibit 21 hereto.
<PAGE>
<TABLE>
<CAPTION>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The following own, or may be deemed to own, beneficially more than 5% of the outstanding Interests of
the Partnership.
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
(i)
Limited Partnership Liquidity Fund X (1) 74 Interests Less than
Interests directly (2) 1%
Limited Partnership Liquidity Fund XI (1) 70 Interests Less than
Interests directly (2) 1%
Limited Partnership Liquidity Fund XIII (1) 40 Interests Less than
Interests directly (2) 1%
Limited Partnership Liquidity Fund XIV (1) 162 Interests Less than
Interests directly (2) 1%
Limited Partnership Liquidity Fund XV (1) 10 Interests Less than
Interests directly (2) 1%
Limited Partnership Liquidity Fund XVI (1) 95 Interests Less than
Interests directly (2) 1%
Limited Partnership Liquidity Fund High Yield 150 Interests Less than
Interests Institutional Investors (1) directly (2) 1%
Limited Partnership Liquidity Fund 52 187 Interests Less than
Interests directly (2) 1%
Limited Partnership Liquidity Fund 53 (1) 952.34 Interests 2.5%
Interests directly (2)
Limited Partnership Liquidity Fund 54, L.P. (1) 25 Interests Less than
Interests directly (2) 1%
Limited Partnership Liquidity Fund Income - 58 Interests Less than
Interests Growth '86 (1) directly (2) 1%
Limited Partnership Liquidity Fund Income - 298 Interests Less than
Interests Growth '87 (1) directly (2) 1%
<PAGE>
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
Limited Partnership Liquidity Fund Income - 32 Interests Less than
Interests Growth '88 (1) directly (2) 1%
Limited Partnership Liquidity Fund Income- 276 Interests Less than
Interests Growth '89 (1) directly (2) 1%
Limited Partnership Liquidity Fund 55 (1) 172.5 Interests Less than
Interests directly (2) 1%
Limited Partnership Liquidity Financial 2,601.84 Interests 6.8%
Interests Group, L.P. (1) indirectly (3)
Limited Partnership Liquidity Financial 2,601.84 Interests 6.8%
Interests Corporation (1) indirectly (3)
<FN>
(1) The address of each beneficial owner listed in this subsection (a)(i) is 1900 Powell Street, Suite 730,
Emeryville, California 94608.
(2) Voting and dispositive power is exercised on behalf of each entity referenced by this note (2) by its
general partner, Liquidity Financial Group, L.P. The general partner of Liquidity Financial Group, L.P. is
Liquidity Financial Corporation. Because of their affiliations, all beneficial owners identified in this
subsection (a)(i) may be deemed to be members of a group with shared voting and dispositive power with respect to
the aggregate 2,601.84 Interests (6.8%) beneficially owned by them. See note (3) of this subsection (a)(i). The
exercise of voting power with respect to any Interests is subject to the terms and conditions of the Partnership
Agreement of the Partnership.
(3) Includes the aggregate 2,601.84 Interests owned directly by the entities referenced by note (2) in this
subsection (a)(i). Liquidity Financial Group, L.P, is the general partner of each such entity and exercises
voting and dispositive power on behalf of each such entity. Liquidity Financial Corporation is the general
partner of Liquidity Financial Group, L.P. As such, Liquidity Financial Group, L.P. and Liquidity Financial
Corporation may be deemed to have shared voting and dispositive power with respect to the aggregate 2,601.84
Interests owned by such entities. Reference is made to note (2) in this subsection (a)(i).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
(ii)
Limited Partnership Equity Resource Bay 459.75 Interests 1.2%
Interests Fund Limited Partner- directly
ship (1) (5)
Limited Partnership Equity Resource 316.5 Interests Less than
Interests Fund XV Limited directly 1%
Partnership (1) (5)
Limited Partnership Equity Resource 30 Interests Less than
Interests Fund XVI Limited directly 1%
Partnership (1) (5)
Limited Partnership Equity Resource 2,025.33 Interests 5.3%
Interests Fund XVII Limited directly
Partnership (1) (5)
Limited Partnership Equity Resource 77.33 Interests Less than
Interests Fund XXI Limited directly 1%
Partnership (1) (5)
Limited Partnership Equity Resources Group, 2,831.58 Interests 7.4%
Interests Incorporated (1) (5) indirectly (2) (3)
Limited Partnership Eggert Dagbjartsson 2,025.33 Interests
Interests (1) (5) indirectly (3) 5.3%
Limited Partnership Mark S. Thompson (1) (5) 346.5 Interests Less than
Interests indirectly (4) 1%
<FN>
(1) The address of each beneficial owner listed in this subsection (a)(ii) is 14 Story Street, Cambridge,
Massachusetts 02138.
(2) Includes (x) 459.75 Interests owned by Equity Resource Bay Fund Limited Partnership for which Equity
Resources Group, Incorporated ("ERG") acts as general partner and has reported that it has sole voting and
dispositive power with respect to such Interests and (y) an aggregate 346.5 Interests owned by Equity Resource
Fund XV Limited Partnership and Equity Resource Fund XVI Limited Partnership for which entities ERG and Mark S.
Thompson act as the general partners and have reported that they have shared voting and dispositive power with
respect to such Interests.
<PAGE>
(3) Includes 2,025.33 Interests owned by Equity Resource Fund XVII Limited Partnership for which Eggert
Dagbjartsson and ERG act as the general partners and have reported that they have shared voting and dispositive
power with respect to such Interests.
(4) Includes the aggregate 346.5 Interests owned by Equity Resource Fund XV Limited Partnership and Equity
Resource Fund XVI Limited Partnership for which entities Mark S. Thompson and ERG act as general partners and have
reported that they have shared voting and dispositive power with respect to such Interests.
(5) Because of their affiliation, all beneficial owners identified in this subsection (a)(ii) may be deemed
to be members of a group with shared voting and dispositive power with respect to the aggregate 2,908.91 Interests
(7.6%) beneficially owned by them. The exercise of voting power with respect to any Interests is subject to the
terms and conditions of the Partnership Agreement of the Partnership.
</TABLE>
<PAGE>
<TABLE>
(b) The Managing General Partner, its executive officers and directors and the Associate General Partner
beneficially own the following Interests of the Partnership:
<CAPTION>
NAME OF AMOUNT AND NATURE
BENEFICIAL OF BENEFICIAL PERCENT
TITLE OF CLASS OWNER OWNERSHIP OF CLASS
- -------------- ---------- ----------------- --------
<S> <C> <C> <C>
Limited Partnership
Interests JMB Realty Corporation 5 Interests Less than 1%
directly
Limited Partnership Managing General Partner, 5 Interests Less than 1%
Interests its executive officers and directly
directors and the Associate
General Partner as a group
<FN>
(1) Includes 5 Interests owned by JMB Realty Corporation for which it has sole voting and investment power.
No executive officer or director of the Managing General Partner of the Partnership possesses a right to
acquire beneficial ownership of Interests of the Partnership.
Reference is made to Item 10 for information concerning ownership of the Managing General Partner.
(c) There exists no arrangement, known to the Partnership, the operation of which may at a subsequent date
result in a change in control of the Partnership.
</TABLE>
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There were no significant transactions or business relationships with
the Managing General Partner, affiliates or their management other than
those described in Items 10 and 11 above.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements. (See Index to Financial
Statements filed with this annual report).
(2) Exhibits.
3-A.* The Prospectus of the Partnership dated
August 15, 1977, as supplemented September 20, 1977, filed with the
Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated
herein by reference. 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.
4-A. Documents relating to the refinancing of the
mortgage loan, dated October 17, 1986, secured by the Wachovia Bank
Building and Phillips Building office buildings in Winston-Salem, North
Carolina are hereby incorporated by reference to the Partnership's Report
on Form 10-K (File No. 0-8716) dated March 19, 1993.
4-B. Documents relating to the mortgage loan secured
by the Bristol Mall shopping center in Bristol, Virginia are hereby
incorporated by reference to the Partnership's Report on Form 8-K (File No.
0-8716) dated October 17, 1977.
4-C. Documents relating to the construction loan,
dated July 25, 1996 secured by the Bristol Mall shopping center in Bristol,
Virginia are hereby incorporated by reference to the Partnership's Report
on Form 10-Q (File No. 0-8716) dated November 8, 1996.
4-D. Modification and extension agreement related to
the mortgage loan secured by the Wachovia Bank Building and Phillips
Building, office buildings in Winston Salem, North Carolina, effective
November 1, 1996 is hereby incorporated herein by reference to the
Partnership's Report for December 31, 1996 on Form 10-K (File No. 0-8716)
dated March 21, 1997.
<PAGE>
10-A. Acquisition documents relating to the purchase by
the Partnership of an interest in the Wachovia Bank Building and Phillips
Building in Winston Salem, North Carolina are hereby incorporated by
reference to the Partnership's Registration Statement on Form S-11 (File
No. 2-58026) dated September 20, 1977.
10-B. Acquisition documents relating to the purchase by
the Partnership of the Bristol Mall shopping center in Bristol, Virginia
are hereby incorporated by reference to the Partnership's Report on Form 8-
K (File No. 0-8716) dated October 17, 1977.
10-C. 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-D. 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-E. 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.
21. List of Subsidiaries.
24. Powers of Attorney.
27. Financial Data Schedule
----------
* Previously filed as Exhibits 3-A and 3-B, respectively, to
the Partnership's Report for December 31, 1992 on Form 10-K of the
Securities Exchange Act of 1934 (File no. 0-8716) filed on March 19, 1993
and hereby incorporated herein by reference.
(b) No Reports on Form 8-K were filed since the beginning of the
last quarter of the period covered by this report.
No annual report for the fiscal year 1999 has been sent to the
Partners of the Partnership. An annual report will be sent to the Partners
subsequent to this filing.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Partnership has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - V
By: JMB Realty Corporation
Managing General Partner
GAILEN J. HULL
By: Gailen J. Hull
Senior Vice President
Date: March 24, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
By: JMB Realty Corporation
Managing General Partner
JUDD D. MALKIN*
By: Judd D. Malkin, Chairman and
Chief Financial Officer
Date: March 24, 2000
NEIL G. BLUHM*
By: Neil G. Bluhm, President and Director
Date: March 24, 2000
H. RIGEL BARBER*
By: H. Rigel Barber, Chief Executive Officer
Date: March 24, 2000
GAILEN J. HULL
By: Gailen J. Hull, Senior Vice President
Principal Accounting Officer
Date: March 24, 2000
A. LEE SACKS*
By: A. Lee Sacks, Director
Date: March 24, 2000
STUART C. NATHAN*
By: Stuart C. Nathan,
Executive Vice President and Director
Date: March 24, 2000
*By: GAILEN J. HULL, Pursuant to a Power of Attorney
GAILEN J. HULL
By: Gailen J. Hull
Attorney-in-Fact
Date: March 24, 2000
<PAGE>
JMB INCOME PROPERTIES, LTD. - V
EXHIBIT INDEX
DOCUMENT
INCORPORATED
BY REFERENCE PAGE
------------- ----
3-A. Certain pages of the
Prospectus of the Partnership
dated August 15, 1977 as
supplemented September 20, 1977 Yes
3-B. Amended and Restated Agreement
of Limited Partnership Yes
4-A. Refinancing loan documents
related to the Wachovia Bank
Building and Phillips Building Yes
4-B. Mortgage loan documents
related to the Bristol Mall Yes
4-C. Documents relating to the
construction loan dated July 25,
1996 secured by the Bristol Mall
Shopping Center Yes
4-D. Modification and extension
documents related to the
Wachovia Bank Building and
Phillips Building Yes
10-A. Acquisition documents related
to the Wachovia Bank Building
and Phillips Building Yes
10-B. Acquisition documents related
to the Bristol Mall Yes
10-C. Letter agreement related to the
Bristol Mall dated February 16, 1999 Yes
10-D. Letter agreement related to the
Bristol Mall dated January 7, 1999 Yes
10-E. Purchase agreement related to the
Bristol Mall dated February 17, 1999 Yes
21. List of Subsidiaries No
24. Powers of Attorney No
27. Financial Data Schedule No
EXHIBIT 21
LIST OF SUBSIDIARIES
The Partnership is a general partner in Wachovia Building Associates,
an Illinois limited partnership which holds title to the 301 N. Main and
Phillips Building in Winston-Salem, North Carolina. Reference is made to
the Notes to Consolidated Financial Statements filed with this annual
report for a description of the terms of such partnership agreement. The
Partnership's interest in the foregoing joint venture partnership and the
results of its operations are included in the consolidated financial
statements of the Partnership filed with this annual report.
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers of JMB
Realty Corporation, the managing general partner of JMB INCOME PROPERTIES,
LTD. - V, do hereby nominate, constitute and appoint GARY NICKELE, GAILEN
J. HULL, DENNIS M. QUINN or any of them, attorneys and agents of the
undersigned with full power of authority to sign in the name and on behalf
of the undersigned officers a Report on Form 10-K of said partnership for
the fiscal year ended December 31, 1999, and any and all amendments
thereto, hereby ratifying and confirming all that said attorneys and agents
and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 31st day of January, 2000.
H. RIGEL BARBER
- -----------------------
H. Rigel Barber Chief Executive Officer
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers, a Report on
Form 10-K of said partnership for the fiscal year ended December 31, 1999,
and any and all amendments thereto, the 31st day of January, 2000.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and/or
directors of JMB Realty Corporation, the managing general partner of JMB
INCOME PROPERTIES, LTD. - V, do hereby nominate, constitute and appoint
GARY NICKELE, GAILEN J. HULL, DENNIS M. QUINN or any of them, attorneys and
agents of the undersigned with full power of authority to sign in the name
and on behalf of the undersigned officer or directors a Report on Form 10-K
of said partnership for the fiscal year ended December 31, 1999, and any
and all amendments thereto, hereby ratifying and confirming all that said
attorneys and agents and any of them may do by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this Power of
Attorney the 31st day of January, 2000.
NEIL G. BLUHM
- ----------------------- President and Director
Neil G. Bluhm
JUDD D. MALKIN
- ----------------------- Chairman and Chief Financial Officer
Judd D. Malkin
A. LEE SACKS
- ----------------------- Director of General Partner
A. Lee Sacks
STUART C. NATHAN
- ----------------------- Executive Vice President
Stuart C. Nathan Director of General Partner
The undersigned hereby acknowledge and accept such power of authority
to sign, in the name and on behalf of the above named officers and/or
directors, a Report on Form 10-K of said partnership for the fiscal year
ended December 31, 1999, and any and all amendments thereto, the 31st day
of January, 2000.
GARY NICKELE
-----------------------
Gary Nickele
GAILEN J. HULL
-----------------------
Gailen J. Hull
DENNIS M. QUINN
-----------------------
Dennis M. Quinn
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
INCLUDED IN SUCH REPORT.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 6,318,944
<SECURITIES> 0
<RECEIVABLES> 122,699
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 6,441,643
<PP&E> 13,349,416
<DEPRECIATION> (7,115,991)
<TOTAL-ASSETS> 12,745,693
<CURRENT-LIABILITIES> 2,342,768
<BONDS> 18,408,189
<COMMON> 0
0
0
<OTHER-SE> (19,958,852)
<TOTAL-LIABILITY-AND-EQUITY> 12,745,693
<SALES> 5,605,074
<TOTAL-REVENUES> 6,110,138
<CGS> 0
<TOTAL-COSTS> 4,020,500
<OTHER-EXPENSES> 238,337
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,900,432
<INCOME-PRETAX> (49,131)
<INCOME-TAX> 0
<INCOME-CONTINUING> (297,683)
<DISCONTINUED> 5,998,474
<EXTRAORDINARY> (174,784)
<CHANGES> 0
<NET-INCOME> 5,526,007
<EPS-BASIC> 72.69
<EPS-DILUTED> 72.69
</TABLE>
