10-Q 1 j5_601.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarter ended June 30, 2001 Commission file #0-8716 JMB INCOME PROPERTIES, LTD. - V (Exact name of registrant as specified in its charter) Illinois 36-2897158 (State of organization) (IRS Employer Identification No.) 900 N. Michigan Ave., Chicago, IL 60611 (Address of principal executive office) (Zip Code) Registrant's telephone number, including area code 312/915-1987 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] TABLE OF CONTENTS PART I FINANCIAL INFORMATION Item 1. Financial Statements. . . . . . . . . . . . . . . . . 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . 11 PART II OTHER INFORMATION Item 3. Defaults Upon Senior Securities . . . . . . . . . . . 13 Item 5. Other Information . . . . . . . . . . . . . . . . . . 14 Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . 15 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS JMB INCOME PROPERTIES, LTD. - V (A LIMITED PARTNERSHIP) AND CONSOLIDATED VENTURE CONSOLIDATED BALANCE SHEETS JUNE 30, 2001 AND DECEMBER 31, 2000 (UNAUDITED) ASSETS ------ JUNE 30, DECEMBER 31, 2001 2000 ----------- ----------- Current assets: Cash and cash equivalents. . . . . . $ 5,679,229 6,691,400 Interest, rents and other receivables. . . . . . . . . 133,422 101,305 Prepaid expenses . . . . . . . . . . -- 34,936 ----------- ----------- Total current assets . . . . . 5,812,651 6,827,641 ----------- ----------- Investment property: Land . . . . . . . . . . . . . . . . -- 1,949,914 Buildings and improvements . . . . . -- 11,410,962 ----------- ----------- -- 13,360,876 Less accumulated depreciation. . . . -- (7,379,216) ----------- ----------- Total investment property, net of accumulated depreciation . . . . . . . . -- 5,981,660 Property held for sale or disposition. . . . . . . . . . . . . 5,871,962 -- ----------- ----------- Total investment properties. . 5,871,962 5,981,660 Deferred expenses. . . . . . . . . . . 38,995 49,538 ----------- ----------- $11,723,608 12,858,839 =========== =========== JMB INCOME PROPERTIES, LTD. - V (A LIMITED PARTNERSHIP) AND CONSOLIDATED VENTURE CONSOLIDATED BALANCE SHEETS - CONTINUED LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS) ----------------------------------------------------- JUNE 30, DECEMBER 31, 2001 2000 ----------- ----------- Current liabilities: Current portion of long-term debt. . $18,229,266 18,408,189 Accounts payable . . . . . . . . . . 1,815,628 1,809,197 Accrued interest . . . . . . . . . . 420,690 146,499 Accrued real estate taxes. . . . . . 125,418 250,835 ----------- ----------- Total current liabilities. . . 20,591,002 20,614,720 Tenant security deposits . . . . . . . 30,587 27,871 ----------- ----------- Commitments and contingencies Total liabilities. . . . . . . 20,621,589 20,642,591 Venture partner's subordinated equity in venture. . . . . . . . . . 12,799,623 12,488,983 Partners' capital accounts (deficits): General partners: Capital contributions. . . . . . . 1,000 1,000 Cumulative net earnings (loss) . . 4,261,341 4,267,507 Cumulative cash distributions. . . (5,922,062) (5,857,887) ----------- ----------- (1,659,721) (1,589,380) ----------- ----------- Limited partners (38,505 interests): Capital contributions, net of offering costs. . . . . . 34,926,505 34,926,505 Cumulative net earnings (loss) . . 33,486,326 33,685,704 Cumulative cash distributions. . . (88,450,714) (87,295,564) ----------- ----------- (20,037,883) (18,683,355) ----------- ----------- Total partners' capital accounts (deficits). . . . . (21,697,604) (20,272,735) ----------- ----------- $11,723,608 12,858,839 =========== =========== See accompanying notes to consolidated financial statements. JMB INCOME PROPERTIES, LTD. - V (A LIMITED PARTNERSHIP) AND CONSOLIDATED VENTURE CONSOLIDATED STATEMENTS OF OPERATIONS THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED)

JMB INCOME PROPERTIES, LTD. - V (A LIMITED PARTNERSHIP) AND CONSOLIDATED VENTURE CONSOLIDATED STATEMENTS OF CASH FLOWS SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (UNAUDITED) 2001 2000 ----------- ----------- Cash flows from operating activities: Net earnings (loss). . . . . . . . . . . $ (205,544) 61,716 Items not requiring (providing) cash or cash equivalents: Depreciation . . . . . . . . . . . . . 109,698 131,515 Amortization of deferred expenses. . . 10,543 10,543 Venture partner's share of venture's operations . . . . . . . . 258,790 284,207 Changes in: Interest, rents and other receivables. (32,117) (23,796) Prepaid expenses . . . . . . . . . . . 34,936 27,903 Accounts payable . . . . . . . . . . . 6,431 45,884 Accrued interest . . . . . . . . . . . 274,191 (1,560) Accrued real estate taxes. . . . . . . (125,417) 125,289 Tenant security deposits . . . . . . . 2,716 12,441 ------------ ----------- Net cash provided by (used in) operating activities . . . . . 334,227 674,142 Cash flows from investing activities: Additions to investment properties . . . -- (11,460) ------------ ----------- Net cash provided by (used in) investing activities . . . . . -- (11,460) ------------ ----------- Cash flows from financing activities: Principal payments on long-term debt . . (178,923) (196,006) Venture partner's contributions to venture. . . . . . . . . . . . . . . . 397,793 414,444 Distributions to venture partners. . . . (345,943) (415,132) Distributions to limited partners. . . . (1,155,150) -- Distributions to general partners. . . . (64,175) -- ------------ ----------- Net cash provided by (used in) financing activities . . . . . (1,346,398) (196,694) ------------ ----------- Net increase (decrease) in cash and cash equivalents . . . . . (1,012,171) 465,988 Cash and cash equivalents, beginning of year. . . . . . . 6,691,400 6,318,944 ------------ ----------- Cash and cash equivalents, end of period. . . . . . . . . $ 5,679,229 6,784,932 ============ =========== Supplemental disclosure of cash flow information: Cash paid for mortgage and other interest . . . . . . . . . $ 729,667 894,302 ============ =========== See accompanying notes to consolidated financial statements. JMB INCOME PROPERTIES, LTD. - V (A LIMITED PARTNERSHIP) AND CONSOLIDATED VENTURE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2001 AND 2000 (UNAUDITED) GENERAL Readers of this quarterly report should refer to the Partnership's audited financial statements for the year ended December 31, 2000 which are included in the Partnership's 2000 Annual Report, as certain footnote disclosures which would substantially duplicate those contained in such audited financial statements have been omitted from this report. The preparation of financial statements in accordance with GAAP requires the Partnership to make estimates and assumptions that affect the reported or disclosed amount of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Partnership adopted Statement of Financial Accounting Standards No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to be Disposed of" ("SFAS 121") as required in the first quarter of 1996. The Partnership's policy is to consider a property to be held for sale or disposition when the Partnership has committed to a plan to sell such property and active marketing activity has commenced or is expected to commence in the near term or the Partnership has concluded that it may dispose of the 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 of the 301 North Main and Phillips Buildings had not resulted in a sale or disposition. As a result, the Partnership's sole remaining property was not so identified. However, in accordance with the Partnership's plan to dispose of the property debt service payments were suspended as of June 1, 2001. As of that date, the property was identified as held for sale or disposition and accordingly, the property is no longer being depreciated as of that date. The results of operations, net of venture partner's share, for the six months ended June 30, 2001 and 2000 for this property were $863,193 and $856,721, respectively. TRANSACTIONS WITH AFFILIATES Fees, commissions and other expenses required to be paid by the Partnership to the General Partners and their affiliates as of June 30, 2001 and for the six months ended June 30, 2001 and 2000 were as follows: Unpaid at June 30, 2001 2000 2001 -------- ------ --------- Property management and leasing fees . . . . . . . . . . . $ 36,174 36,605 1,737,950 Insurance commissions. . . . . . . . -- 6,795 -- Management fees to Corporate General Partners . . . . . . . . . 64,175 -- -- Reimbursement (at cost) for out-of-pocket expenses . . . . . . -- 244 -- -------- ------ --------- $100,349 43,644 1,737,950 ======== ====== ========= All amounts deferred or currently payable to the General Partners and their affiliates do not bear interest. The General Partners and their affiliates have deferred receipt of property management and leasing fees pursuant to the venture agreement for the 301 North Main Building and Phillips Building. Prior to 1995, an affiliate of the Managing General Partner provided management and leasing services. In December 1994, the affiliate sold all of its assets and assigned its interest in the management contracts, including the one for the 301 North Main Building and Phillips Building to an unaffiliated third party. In connection with such sale, an affiliate of the General Partners guaranteed payment to the unaffiliated third party of the portion of the fees currently deferred due to a provision in the venture agreement for the 301 North Main and Phillips Buildings. Any such guaranteed amounts are paid to such unaffiliated third party when earned and the General Partners and its affiliates continue to be entitled to receive such deferred fees. As of June 30, 2001, the General Partners and their affiliates have deferred receipt of approximately $1,699,000 (approximately $43 per interest) of such property management and leasing 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 from available Partnership cash. All amounts due affiliates are reflected in accounts payable in the accompanying consolidated financial statements. 301 NORTH MAIN BUILDING AND PHILLIPS BUILDING Occupancy at the 301 N. Main Building (formerly the Wachovia Bank Building) and Phillips Building decreased to 45% during the quarter. The buildings are generating cash flow prior to debt service for the joint venture. Prior to December 31, 1995, substantially all of the 301 North Main Building was leased to one tenant, the Wachovia Bank. Commencing in the third quarter of 1998 and continuing through mid-1999, the Wachovia Bank vacated substantially all of its space in the 301 North Main Building (approximately 200,000 square feet). The remaining space leased during 2001 to the Wachovia Bank (approximately 8,200 square feet) was leased pursuant to month-to-month leases, and on April 30, 2001 the Wachovia Bank vacated this space. Additionally, the Wachovia Bank, which currently leases the entire Phillips building, has announced that it intends to vacate this space upon the expiration of such leases (approximately 178,700 square feet in January 2002 and approximately 90,000 square feet in February 2002). The venture continues to market the remaining space in the 301 North Main Building to prospective replacement tenants but has not been successful in its efforts due to the lack of large space users in this market. Re-leasing the vacant space in the building would require major renovation to the building as well as significant tenant improvements which, in turn, would be contingent upon the Partnership obtaining financing for these tenant replacement costs. Unless replacement tenants are secured on acceptable terms for the currently vacant space and the anticipated vacancy in February 2002 of 100% of the Phillips Building (approximately 269,000 square feet), the office building will not generate sufficient cash flow to service the debt payments of the mortgage loan, or to refinance such mortgage loan upon its maturity in November 2001. Furthermore, the Partnership will not commit any additional funds to the property due to the low likelihood of achieving a return on such funds. As a result, the Partnership decided not to continue making debt service payments as of June 1, 2001. The mortgage loan is in default as of June 1, 2001, and in accordance with default provisions of the mortgage loan agreement, the Partnership has recorded interest upon the loan balance at the default rate of 18% per annum commencing June 1, 2001. In early August 2001, the lender notified the Partnership that a receiver was appointed to take possession of and manage the property. These events will likely result in the Partnership no longer having an ownership interest in the two office buildings. The joint venture continues to market the property for sale. However, due to the limited cash flow generated by the property and the short-term nature of the major tenant lease, it is not expected that a sale would generate any proceeds to the joint venture or the Partnership. The Partnership is currently pursuing transferring title to the property. The Partnership would then proceed to liquidate its affairs. The transfer of title to the property under the likely scenarios discussed above would result in a gain for financial reporting and Federal and state income tax purposes with no corresponding distributable proceeds. Additionally, the Partnership will be required to remit to the state tax authorities withholding for income taxes due as a result of the sale of the properties or its surrender to the mortgage lender. This withholding amount is currently estimated to be approximately $650,000. As part of the joint venture's effort to maximize the value of the 301 North Main Building upon sale, the joint venture filed an application in mid-2000 with the North Carolina State Historic Preservation Office to nominate the building for inclusion in the National Register of Historic Places. The benefits to ownership, in addition to national recognition of the historical significance of the building, include an investment tax credit of 20% for Federal income tax purposes and 20% for North Carolina state tax purposes applied to qualified rehabilitation expenditures (as defined). Such listing places no obligation or restriction on a private owner to use, maintain, alter or dispose of the property. Federal preservation standards only need be followed if the owner seeks and receives grants or the tax credits described above. The joint venture anticipated that any offers to purchase the building would reflect the new owner's use of such tax credits in an eventual rehabilitation of the building, thereby increasing the purchase price of the building. However, it is not expected that such increased price would exceed the current outstanding balance of the mortgage loan. On February 8, 2001, the North Carolina State Historic Preservation Office approved the nomination of the 301 North Main Building and submitted it to the U.S. Department of the Interior, National Park Service for final review and listing in the National Register. The Partnership was notified in early May 2001 that on April 19, 2001, the 301 North Main Building was officially listed on the National Register of Historic Places. In 1986, the Partnership's venture partner had agreed to contribute $10,700,000, before applicable interest, to the venture pursuant to a payment schedule from the closing date through August 1, 1996, when it would owe the balance of its obligation (approximately $7,600,000). The venture partner has continued to make contributions (from its share of the property's cash flow) based on the old payment schedule rather than making the balloon payment in August 1996 as required. As a result, the venture partner is currently approximately $6,824,000 in arrears for such contributions as of the date of this report. The venture partner's obligation to make such payment is secured only by its interest in the venture. In the fourth quarter of 1996, the Partnership notified the venture partner of its default effective August 1996. As a result of such default, the venture partner's share of distributions of cash flow generated subsequent to 1996, except as provided below, was retained by the venture. In December 1999, the Partnership and the venture partner entered into an agreement (the "Option Agreement"), effective January 1, 1999, under which the Partnership was given the option to purchase the venture partner's interest on or before January 31, 2002 (which option must be exercised on or before December 31, 2001). If the Partnership exercises its option, the purchase price for the interest would be $230,000 and the Partnership would release the venture partner from its obligation to make contributions as discussed above. As a result of the negotiations, and in consideration of the venture partner granting a full release to the Partnership and the venture, the Partnership and venture partner also concurrently entered into a forbearance agreement, under which the Partnership agreed to not pursue its legal remedies against the venture partner for its default related to such obligation until November 1, 2000, subject to further extension. Though the Partnership may now pursue such legal remedies, they are of little practical value at present because the venture partner's obligations permit recourse only to the venture partner's interest in the venture, and the venture partner's share of distributions are already being paid to the Partnership as discussed below. The Partnership continues to reserve all of its rights in this regard, and may determine at a later date to pursue such remedies. In connection with completing the Option Agreement, the venture agreement was amended to: (1) convert the venture partner's minority general partnership interest in the venture to a limited partnership interest; (2) provide that no further distributions of cash flow will be made to the venture partner after December 1999 (other than deemed distributions of up to $830,263 per year, which are required to be paid directly to the Partnership to reduce the debt obligations of the venture partner as described above), at which time $200,000, representing the venture partner's final distribution of cash flow from operations and reserves, was distributed to the venture partner; and (3) provide that the venture partner (assuming the option under the option agreement is not exercised) would receive 30% of any net sale proceeds (as defined) if the gross sale price of the property is $40,000,000 or greater. Under the Option Agreement, upon the closing of the purchase of such interest, the venture partner would also release the Partnership and the venture from any and all claims that the venture partner may have against the Partnership and the venture, including, without limitation, any amounts which may have accrued or been distributable prior to such closing date, and the Partnership and the venture would release the venture partner from any further liabilities under the venture agreement, including, without limitation, the aforementioned obligation to make additional capital contributions. Given current market conditions, it is not anticipated that a sale of the property will generate proceeds to the venture partner, or that the Partnership will exercise its option prior to the expiration thereof. As a result of the December 1999 amendment to the venture agreement referred to above, profits and losses are allocated based on the ratio of distributions (actual distributions plus any distributions deemed to have been made) to the partners, approximately 77% and 75% to the Partnership and 23% and 25% to the venture partner for the six months ended June 30, 2001 and 2000, respectively. For financial reporting and Federal income tax purposes, the venture continues to report the payments of approximately $830,000 annually (and approximately $346,000 in 2001 for the five monthly payments made before the discontinuing of debt service payments) on the obligation referred to above as deemed to be made (and contributed for financial reporting purposes only) to the venture partner. ADJUSTMENTS In the opinion of the Managing General Partner, all adjustments (consisting solely of normal recurring adjustments) necessary for a fair presentation have been made to the accompanying figures as of June 30, 2001 and for the three and six months ended June 30, 2001 and 2000. 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 March 2, 2000, the Partnership was notified that certain affiliates of MacKenzie Patterson, Inc. and certain other third parties had commenced an unsolicited offer to the Limited Partners to purchase up to 15,402 Interests in the Partnership (approximately 40% of the outstanding Interests) at a price of $80 per Interest. None of the offerors are affiliated with the Partnership or the General Partners. The offer, which was originally scheduled to expire on June 9, 2000, was amended on May 3, 2000 to increase the purchase price to $115 per Interest and extend the offer period through June 16, 2000. The Special Committee expressed no opinion and remained neutral with respect to the offer as initially made and as amended by such amendment for those Limited Partners who had no current or anticipated need for liquidity with respect to their Interests and who were willing to continue bearing the economic risk of retaining their Interests until the liquidation and termination of the Partnership. However, the Special Committee recommended that all other Limited Partners accept the initial offer and the amended offer and tender their Interests pursuant to such offer. The offer was amended a second time to decrease the offer price to $90 per Interest and extend the tender offer period to June 30, 2000. The Special Committee's recommendation did not change as a result of this second amendment to the tender offer. The tender offer, as amended, expired on June 30, 2000. As of the date of this report, the Partnership is aware that, in the aggregate, approximately 15.5% of the outstanding Interests have been purchased by the parties making such tender offer or their affiliates, either pursuant to the tender offer or through negotiated purchases. Additionally, the Partnership is aware that, in the aggregate, approximately 28.82% of the outstanding Interests have been purchased by unaffiliated third parties either pursuant to all tender offers including the tender offer discussed above or through negotiated purchases. It is possible that other offers for Interests may be made by third parties in the future. However, there is no assurance that any other third party will commence an offer for Interests, the terms of any such offer or whether any such offer for Interests, if made, will be consummated, amended or withdrawn. At June 30, 2001, the Partnership and its consolidated venture had cash and cash equivalents of approximately $5,679,000. 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 Building 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 Building and Phillips Building are not expected to be a source of future liquidity. In such regard, reference is made to the Partnership's property specific discussions above. 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. The Partnership made a distribution of cash flow from operations of approximately $1,155,000 ($30 per interest) to the Limited Partners and approximately $64,000 to the General Partners in March of 2001. In connection with this distribution, the General Partners also received an incentive management fee of approximately $64,000. The General Partners and their affiliates have deferred payment of certain management and leasing fees of approximately $1,699,000 (approximately $43 per interest) as of June 30, 2001 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 from available Partnership cash. The Partnership intends to wind up its affairs and terminate as soon as practicable after the disposition of the remaining investment property. While this may occur in 2001, it is also possible that it may occur in 2002 or even later, depending upon whether the joint venture is able to sell the property or, if not, whether the lender acquires ownership of the property after maturity of the mortgage loan in November 2001 or the discontinuing of debt service payments as of June 1, 2001. There is no assurance that the joint venture will be able to sell the property or, if so, the amount of proceeds that may be obtained from such sale. RESULTS OF OPERATIONS The decrease in cash and cash equivalents at June 30, 2001 as compared to December 31, 2000 is primarily due to the distribution of cash flow from operations to the General Partners and Limited Partners in March of 2001. The increase in property held for sale or disposition at June 30, 2001 as compared to December 31, 2000 is due to the Partnership classifying the 301 North Main and Phillips Buildings as held for sale or disposition as of June 1, 2001. The increase in accrued interest at June 30, 2001 as compared to December 31, 2000 is primarily due to the Partnership no longer making debt service payments on the mortgage loan of the 301 North Main and Phillips Buildings as of June 1, 2001. The decrease in accrued real estate taxes at June 30, 2001 as compared to December 31, 2000 is primarily due to the timing of the payment of real estate taxes at the 301 North Main and Phillips Buildings. The decrease in rental income for the three and six months ended June 30, 2001 as compared to the same periods in 2000 is primarily due to the reprorations received in 2000 from the 1999 sale of the Bristol Mall and is also due to lower parking income due to vacancy of parking spaces primarily by Wachovia Bank at the 301 North Main and Phillips Buildings. The decrease in interest income for the three and six months ended June 30, 2001 as compared to the same periods in 2000 is due to a lower average cash balance due to distributions of cash flow from operations to the General Partners and Limited Partners in August of 2000 and March of 2001. The decrease in depreciation for the three and six months ended June 30, 2001 as compared to the same periods in 2000 is primarily due to the 301 North Main and Phillips Building being classified as held for sale or disposition as of June 1, 2001, and therefore, no longer being depreciated as of that date. The decrease in property operating expenses for the three and six months ended June 30, 2001 as compared to the same periods in 2000 is primarily due to lower repair and maintenance costs at the 301 North Main and Phillips Buildings. As a result of the large vacancy in the 301 North Main Building and the vacancy due to occur in the Phillips Building early 2002, the building management team is focusing on minimizing costs and only completing necessary projects. This is partially offset by increased utilities costs at the 301 North Main and Phillips Buildings in the first three months of 2001. The decrease in professional services for the three and six months ended June 30, 2001 as compared to the same periods in 2000 is primarily due to legal fees incurred in 2000 related to the Partnership's response to the unsolicited tender offer, discussed above, by certain unaffiliated third parties to purchase Interests in the Partnership. The increase in management fees to Corporate General Partner for the six months ended June 30, 2001 as compared to the same period in 2000 is a result of the distribution of cash flow from operations to the General Partners and the Limited Partners in March 2001. This incentive management fee is based upon a percentage of the aggregate distribution of cash flow from operations. PART II. OTHER INFORMATION ITEM 3. DEFAULTS UPON SENIOR SECURITIES The Partnership has not made debt service payments on the mortgage note secured by the 301 North Main Building and Phillips Building since June 1, 2001. As of June 30, 2001, aggregate amounts due to the lender were approximately $18,650,000, including certain default interest. Reference is made to the subsection entitled "301 North Main Building and Phillips Building" in Notes to the Financial Statements filed with this report for a further discussion of the default under the mortgage note secured by the 301 North Main Building and Phillips Building, which discussion is hereby incorporated herein by reference. ITEM 5. OTHER INFORMATION OCCUPANCY The following is a listing of approximate occupancy levels by quarter for the Partnership's investment properties owned during 2001:

PART IV ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 3-A.* The Prospectus of the Partnership dated August 15, 1977, as supplemented September 20, 1977, filed with the Commission pursuant to Rules 424(b) and 424(c), is hereby incorporated herein by reference. Certain pages of the Prospectus are incorporated herein by reference. 3-B.* Amended and Restated Agreement of Limited Partnership set forth as Exhibit A to the Prospectus, which is incorporated herein by reference and which agreement is hereby incorporated herein by reference. -------------------- * Previously filed as Exhibits 3-A and 3-B, respectively, to the Partnership's Report for December 31, 1992 on Form 10-K of the Securities Exchange Act of 1934 (File No. 0-8716) filed on March 19, 1993 and hereby incorporated herein by reference. (b) No reports on Form 8-K were filed during the last quarter of the period covered by this report. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. JMB INCOME PROPERTIES, LTD. - V BY: JMB Realty Corporation (Managing General Partner) By: GAILEN J. HULL Gailen J. Hull, Senior Vice President Date: August 10, 2001 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person in the capacity and on the date indicated. By: GAILEN J. HULL Gailen J. Hull, Principal Accounting Officer Date: August 10, 2001

JMB INCOME PROPERTIES LTD V 10-Q