SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
JMB INCOME PROPERTIES, LTD. - V
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(Exact name of registrant as specified in its charter)
Commission File No. 0-8716 IRS Employer Identification
No. 36-2897158
The undersigned registrant hereby amends the following section of its
Report for the quarter ended March 31, 2000 on Form 10-Q as set forth in
the pages attached hereto:
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Pages 11 and 12
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
JMB INCOME PROPERTIES, LTD. - V
BY: JMB Realty Corporation
Managing General Partner
By: GAILEN J. HULL
Gailen J. Hull, Senior Vice President
and Principal Accounting Officer
Dated: May 17, 2000
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PART I. FINANCIAL INFORMATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Reference is made to the notes to the accompanying financial
statements for additional information concerning the Partnership's
investments.
The board of directors of JMB Realty Corporation ("JMB") the Managing
General Partner of the Partnership, has established a special committee
(the "Special Committee") consisting of certain directors of JMB to deal
with all matters relating to tender offers for Interests in the
Partnership, including any and all responses to such tender offers.
On May 3, 2000 the Partnership was notified that certain unaffiliated
third parties commenced an unsolicited offer to the Holders of Interests in
the Partnership to purchase up to 15,402 Interests in the Partnership at a
price of $80 per Interest. The offer represents approximately 40% of the
Interests in the Partnership. This offer is scheduled to expire on June 9,
2000. After the Special Committee reviews the terms of the offer, it will
advise the Holders of Interests of its recommendation, if any, regarding
this offer in the near future. It is possible that other offers for
Interests may be made by affiliated third parties in the future. However,
there is no assurance that any other third party will commence an offer for
Interests, in the terms of any such offer or whether the current offer for
Interests, or any other offer for Interests, if made, will be consummated,
amended or withdrawn.
At March 31, 2000, the Partnership and its consolidated venture had
cash and cash equivalents of approximately $6,569,000. 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 North Main Building
and Phillips Building is not expected to be a significant source of future
liquidity.
The General Partners and their affiliates have deferred payment of
certain fees of approximately $1,607,000 (approximately $40 per interest)
as of March 31, 2000 pursuant to the venture agreement for the 301 North
Main Building and Phillips Building. Such amounts are deferred until the
sale or disposition of the property or upon the termination of the property
management agreement and are expected to be paid at that time.
The joint venture that owns the 301 North Main and Phillips Buildings
is currently marketing these properties for sale. The Partnership intends
to wind up its affairs and terminate as soon as practicable after the sale
or other disposition of those properties. While this may occur in the
current year, it is also possible that it may not occur until 2001 or even
later, depending upon whether the joint Venture is able to sell the
buildings or, if not, whether the lender is willing to acquire ownership of
the buildings after maturity of the mortgage loan in November 2001. There
is no assurance that the joint venture will be able to sell the buildings
or, if so, the amount of proceeds that may be obtained from such sale.
RESULTS OF OPERATIONS
Significant variances between periods are primarily due to the sale of
the Bristol Mall in February 1999.
The increase in accrued real estate taxes at March 31, 2000 as
compared to December 31, 1999 is primarily due to the timing of the payment
of real estate taxes at the 301 North Main and Phillips Buildings.
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The decrease in interest income for the three months ended March 31,
2000 as compared to the same period in 1999 is primarily due to the
temporary investment of the proceeds from the sale of the Bristol Mall
prior to the distribution of such proceeds to the General and Limited
Partners in May 1999.
The increase in depreciation for the three months ended March 31, 2000
as compared to the same period in 1999 is primarily due to the 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 as of July 1, 1999.
The increase in venture partner's share of venture's operations for
the three months ended March 31, 2000 as compared to the same period in
1999 is due to the distribution of substantially all excess cash flow to
the Partnership from the Wachovia venture in February 1999. Per the
amendment of the venture agreement, profits and losses are allocated to the
Partnership and the venture partner based on their proportional share of
distributions made or deemed to be made.
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