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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2000
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or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 0-8914
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UNIVERSITY REAL ESTATE PARTNERSHIP V
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(Exact name of registrant as specified in its charter)
California 95-3240567
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3811 Turtle Creek Blvd, Suite 1850, Dallas, Texas 75219
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(Address of principal executive offices) (Zip code)
(214) 651-4000
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(Registrant's telephone number, including area code)
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(Former address, if changed since last report)
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
--- ---
All of the registrant's 34,253 Limited Partnership Units are held by
non-affiliates of the registrant. The aggregate market value of units held by
non-affiliates is not determinable since there is no public trading market for
Limited Partnership Units.
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UNIVERSITY REAL ESTATE PARTNERSHIP V
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2000
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Page
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Part I - Financial Information
Item 1 - Condensed Consolidated Financial Statements:
(a) Condensed Consolidated Balance Sheets as of March 31, 2000
and December 31, 1999 3
(b) Condensed Consolidated Statements of Operations for the three
months ended March 31, 2000 and 1999 4
(c) Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2000 and 1999 5
(d) Notes to Condensed Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K 7
Signatures (pursuant to General Instruction E) 8
All other items called for by the instructions are omitted as they are
either inapplicable, not required, or the information is included in the
Condensed Consolidated Financial Statements or Notes thereto.
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PART I - FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNIVERSITY REAL ESTATE PARTNERSHIP V
CONDENSED CONSOLIDATED BALANCE SHEETS
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March 31,
2000 December 31,
(Unaudited) 1999
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<S> <C> <C>
ASSETS
Real estate investments
Land $ 2,045,356 $ 2,045,356
Buildings and improvements 18,212,255 18,208,206
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20,257,611 20,253,562
Less: Accumulated depreciation and
amortization (546,347) (364,164)
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19,711,264 19,889,398
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Cash and cash equivalents (including $48,844 and $50,024
for security deposits at March 31, 2000 and
December 31, 1999, respectively) 629,117 317,630
Accounts receivable 34,926 34,196
Deferred borrowing costs, net of accumulated amortization
of $25,895 and $0 at March 31, 2000 and
December 31, 1999, respectively 592,786 607,287
Escrows 376,004 336,906
Prepaid expenses and other assets 30,566 212,236
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$ 21,374,663 $ 21,397,653
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LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
Mortgage notes payable $ 20,026,973 $ 19,875,000
Accrued mortgage interest 207,827 55,787
Accrued property taxes 133,727 89,152
Accounts payable and accrued expenses 226,629 260,170
Subordinated real estate commissions 549,218 549,218
Prepaid rent 9,355 9,667
Security deposits 48,844 50,024
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21,202,573 20,889,018
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Partners' equity (deficit)
Limited Partners - 50,000 units authorized; 34,253 units issued and
outstanding at March 31, 2000 and December 31, 1999 (17,723 Income
units at March 31, 2000 and December 31, 1999, and 16,530
Growth/Shelter units at March 31, 2000 and December 31, 1999) 739,344 1,044,106
General Partner (567,254) (535,471)
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172,090 508,635
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$ 21,374,663 $ 21,397,653
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</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
3
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UNIVERSITY REAL ESTATE PARTNERSHIP V
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended
March 31,
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2000 1999
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Revenues:
Rental income $ 760,530 $ 241,594
Interest 1,323 388
Other income 27,720 11,216
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Total revenues 789,573 253,198
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Expenses:
Interest 426,850 327,106
Depreciation and amortization 208,078 52,635
Property taxes 44,576 25,385
Other property operations 304,207 212,334
Provision for doubtful accounts 13,750 1,922
Property management fees - affiliates 36,531 12,632
General and administrative 38,411 25,997
General and administrative - affiliates 35,000 30,000
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Total expenses 1,107,403 688,011
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Net operating loss (317,830) (434,813)
Gain on sale of real estate -- 2,212,935
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Net (loss) income $ (317,830) $ 1,778,122
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Net (loss) income allocable to General Partner $ (31,783) $ 17,781
Net (loss) income allocable to Limited Partners (286,047) 1,760,341
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Net (loss) income $ (317,830) $ 1,778,122
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Net (loss) income per Limited Partnership Unit $ (8.35) $ 51.36
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</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
4
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UNIVERSITY REAL ESTATE PARTNERSHIP V
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended
March 31,
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2000 1999
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Net (loss) income $ (317,830) $ 1,778,122
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Adjustments to reconcile net (loss) income to net cash
provided by (used in) operating activities:
Depreciation and amortization 208,078 52,635
Gain on sale of real estate -- (2,212,935)
Changes in assets and liabilities:
Accounts receivable (731) 55,300
Prepaid expenses and other assets 142,572 68,779
Accrued mortgage interest 152,040 262,966
Accounts payable and accrued expenses (24,186) (69,760)
Accrued property taxes 44,576 4,188
Prepaid rent (9,667) --
Security deposits (1,180) 30,296
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Total adjustments 511,502 (1,808,531)
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Net cash provided by (used in) operating activities 193,672 (30,409)
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Cash flows from investing activities:
Investments real estate (4,049) --
Proceeds on sale of real estate -- 1,914,994
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Net cash (used in) provided by investing activities (4,049) 1,914,994
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Cash flows from financing activities:
Principal payments on mortgage notes payable (23,027) (6,558)
Advances on mortgage notes payable 175,000 --
Deferred borrowing costs (11,395) --
Distributions (18,714) (2,765)
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Net cash provided by (used in) financing activities 121,864 (9,323)
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NET INCREASE IN CASH AND CASH EQUIVALENTS 311,487 1,875,262
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 317,630 192,968
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 629,117 $ 2,068,230
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CASH PAID DURING THE PERIOD FOR INTEREST $ 262,047 $ 327,106
============= =============
</TABLE>
The accompanying notes are an integral part of these condensed consolidated
financial statements
5
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UNIVERSITY REAL ESTATE PARTNERSHIP V
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three months ended March 31, 2000 are
not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Partnership's annual
report on Form 10-K for the year ended December 31, 1999. The December 31, 1999
consolidated balance sheet was derived from audited numbers.
Certain reclassifications have been made to the 1999 balances to conform to the
2000 presentation.
NOTE 2 - SALE OF WASHINGTON TOWNE APARTMENTS
On March 31, 1999 the Partnership sold Washington Towne Apartments to a third
party for $4,100,000. Net cash received totaled $1,914,994 and was placed into
escrow until a like-kind apartment complex could be acquired on a tax-free
basis. The Partnership recognized a gain on the sale of Washington Towne
Apartments of $2,212,935. A portion of the transaction was accounted for as a
non-cash transaction in the accompanying condensed consolidated statements of
cash flow. The transaction was recorded as follows:
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Net cash received $ 1,914,994
Real estate investment (1,667,797)
Accrued interest 275,369
Deferred borrowing costs (94,100)
Other assets, liabilities and expenses 113,312
Mortgage notes 1,671,157
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Gain $ 2,212,935
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NOTE 3 - REVENUE RECOGNITION
In 1999, the staff of the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements". SAB
No. 101 summarizes some of the staff's interpretations of the application of
generally accepted accounting principles to revenue recognition. The Company
will adopt SAB No. 101 when required in the fourth quarter of 2000. Management
believes the adoption of SAB No. 101 will not have a significant affect on its
financial statements.
6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The Partnership's net operating loss for the three months ended March 31, 2000
was $317,830. The net operating loss for the same period in 1999 was $434,813.
Total revenues for the three months ended March 31, 2000 were $789,573, versus
$253,198 for the same period in 1999 and total expenses for three months ended
March 31, 2000 were $1,107,403, versus $688,011 for the same period in 1999. The
increase in total revenues and total expenses in 2000 is primarily attributable
to the acquisition of Superstition Park Apartments, which has 376 units versus
Washington Towne Apartments, which had 148 units.
During the three months ended March 31, 2000, the Partnership recorded an
increase in cash of $311,487 versus an increase of $1,875,262 for the same
period in 1999. Cash and cash equivalents increased from the year ended December
31, 1999 due to a reduction of approximately $152,000 in prepaid expenses and
other assets and an increase in mortgage notes payable of $175,000. The
collection of the $152,000 was attributed to a refund related to the mortgage
refinancing which occurred at the end of 1999 on Superstition Park Apartments.
The outstanding $175,000 of the non-recourse general obligation promissory notes
in the amount of $4,050,000 was also collected during the first quarter 2000.
The increase of cash in 1999 was related to the sale of Washington Towne
Apartments. The condensed consolidated statements of cash flows included an
increase in cash provided by operating activities of $193,672 primarily due to
an increase in rental revenues at Superstition Park Apartments.
Should operations deteriorate and present resources not be adequate for current
needs, the Partnership has no outside lines of credit on which to draw for its
working capital needs. Neither the General Partner and its affiliates nor
Meridian Realty Advisors, Inc. have any obligation to provide financial support
to the Partnership. Accordingly, continued operation of the Partnership is
dependent on the Partnership being able to generate cash from operations or sale
of its remaining operating property or negotiated reductions in requirements
related to outstanding debt obligations.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Description
3. and 4. Limited Partnership Agreement (Incorporated by reference
to Registration Statement No. 2-74914 on Form S-11
filed by Registrant).
11. Statement regarding computation of Net Loss per Limited
Partnership Unit: Net Loss per Limited Partnership Unit is
computed by dividing net loss allocated to the Limited Partners
by the number of Limited Partnership Units outstanding. Per unit
information has been computed based on 34,253 Limited
Partnership Units outstanding in 2000 and 1999.
27. Financial Data Schedule (filed only electronically with the SEC)
(b) Reports on Form 8-K:
September 11, 2000, change in client-auditor relationship.
7
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SIGNATURES
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.
UNIVERSITY REAL ESTATE PARTNERSHIP V
By: UNIVERSITY ADVISORY COMPANY
General Partner
By: OS GENERAL PARTNER COMPANY
12/11/00 By: /s/ Curtis R. Boisfontaine, Jr.
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Date Curtis R. Boisfontaine, Jr.
President, Principal Executive
Officer and Director OS General
Partner Company
12/11/00 By: /s/ David K. Ronck
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Date David K. Ronck
Vice President and Chief
Accounting Officer
8
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3. and 4. Limited Partnership Agreement (Incorporated by reference
to Registration Statement No. 2-74914 on Form S-11
filed by Registrant).
11. Statement regarding computation of Net Loss per Limited
Partnership Unit: Net Loss per Limited Partnership Unit is
computed by dividing net loss allocated to the Limited Partners
by the number of Limited Partnership Units outstanding. Per unit
information has been computed based on 34,253 Limited
Partnership Units outstanding in 2000 and 1999.
27. Financial Data Schedule (filed only electronically with the SEC)
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