FORM 10-KSB.-ANNUAL OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(D)
FORM 10-KSB
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-11095
NATIONAL PROPERTY INVESTORS 5
(Name of small business issuer in its charter)
California 22-2385051
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (zip code)
Issuer's telephone number (864) 239-1000
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12(g) of the Exchange Act:
Limited Partnership Units
(Title of class)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. X
State issuer's revenues for its most recent fiscal year. $4,780,000.
State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days. Market value
information for the registrant's partnership interests is not available. Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership's
interest would not exceed $25,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
PART I
ITEM 1. DESCRIPTION OF BUSINESS
National Property Investors 5 (the "Partnership" or "Registrant") is a publicly-
held California limited partnership organized under the Uniform Limited
Partnership laws of California as of July 15, 1981. The Partnership's Managing
General Partner is NPI Equity Investments, Inc. ("NPI Equity" or the "Managing
General Partner"), a Florida corporation. The Managing General Partner was a
wholly-owned subsidiary of National Property Investors, Inc. ("NPI") until
December 31, 1996, at which time Insignia Properties Trust ("IPT") acquired the
stock of the Managing General Partner.
The Partnership, through its public offering of Limited Partnership Units, sold
82,513 units aggregating $41,256,500. The general partners contributed capital
in the amount of $1,000 for a 3% interest in the Partnership. The Partnership
was formed for the purpose of acquiring fee and other forms of equity interests
in various types of real property. The Partnership currently owns three
apartment complexes and has a 24.028% interest in another apartment complex.
The Managing General Partner of the Partnership intends to maximize the
operating results and, ultimately, the net realizable value of each of the
Partnership's properties in order to achieve the best possible return for the
investors. Such results may best be achieved through property sales,
refinancings, debt restructurings or relinquishment of the assets. The
Partnership intends to evaluate each of its holdings periodically to determine
the most appropriate strategy for each of the assets.
The Partnership has no full time employees. The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership. Limited Partners have no right to
participate in the management or conduct of such business and affairs. NPI-AP
Management, L.P. ("NPI-AP"), an affiliate of the Managing General Partner,
provides day to day management services to the Partnership's investment
properties.
The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry. Each of its apartment
properties is located in or near a major urban area and, accordingly, competes
for rentals not only with similar apartment properties in its immediate area but
with hundreds of similar apartment properties throughout the urban area
including properties owned and/or managed by affiliates of the Partnership.
Such competition is primarily on the basis of location, rents, services and
amenities. In addition, the Partnership competes with significant numbers of
individuals and organizations (including similar partnerships, real estate
investment trusts and financial institutions) with respect to the sale of
improved real properties, primarily on the basis of the prices and terms of such
transactions.
There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.
The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia Financial Group, Inc. ("Insignia") acquired all of the issued and
outstanding shares of stock of NPI Equity and National Property Investors, Inc.
("NPI"), the sole shareholder of NPI Equity. In connection with these
transactions, affiliates of Insignia appointed new officers and directors of NPI
Equity and NPI. See "Item 9" for information on the directors and executive
officers of the Managing General Partner.
On January 19, 1996, Insignia NPI LLC ("Insignia LLC"), an affiliate of
Insignia, acquired 37,101 limited partnership units (approximately 45% of the
total outstanding partnership units of the Partnership) from DeForest Ventures
II, L.P., the entity which made tender offers for units in 1994 and 1995.
Insignia LLC subsequently transferred these units to Insignia Properties L.P.
("IPLP"), an affiliate of Insignia. Subsequent to January 19, 1996, IPLP
acquired an additional 12 limited partnership units. (See "Item 11. Security
Ownership of Certain Beneficial Owners and Management").
ITEM 2. DESCRIPTION OF PROPERTIES
The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>
Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Willow Park on Lake Adelaide 12/13/82 Fee ownership, subject Apartment
Altamonte Springs, Florida to a first mortgage 185 units
Oakwood Village at 8/3/82 Fee ownership, subject Apartment
Lake Nan Apartments to a first mortgage 278 units
Orlando, Florida
Palisades Apartments 6/22/83 Fee ownership, subject Apartment
Montgomery, Alabama to a first mortgage 432 units
The Village Apartments 1/5/84 Tenant in common with Apartment
Vorhees Township, New Jersey National Property 138 units (1)
Investors 6, the
Partnership owns a 24.028%
interest; subject to a
first mortgage
<FN>
(1) Represents the Partnership's pro-rata share. In total, The Village
Apartments consists of 576 units.
</FN>
</TABLE>
SCHEDULE OF PROPERTIES (IN THOUSANDS):
<TABLE>
<CAPTION>
Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Willow Park $ 6,980 $ 4,803 5-27.5 yrs. S/L $ 848
Oakwood Village 9,625 6,883 5-27.5 yrs. S/L 991
Palisades 12,488 9,025 5-27.5 yrs. S/L 2,322
Total $ 29,093 $ 20,711 $ 4,161
<FN>
See "Note B" of the financial statements included in "Item 7" for a description
of the Partnership's depreciation policy.
</FN>
</TABLE>
SCHEDULE OF MORTGAGES (IN THOUSANDS):
<TABLE>
<CAPTION>
Principal Principal
Balance At Period Balance
December 31, Interest Amortized Maturity Due At
Property 1997 Rate (a) Date Maturity
<S> <C> <C> <C> <C> <C>
Willow Park $ 2,939 8.56% 30 years 02/01/01 $ 2,833
Oakwood Village 3,973 8.56% 30 years 02/01/01 3,829
Palisades 4,792 9.00% 22 years 07/01/03 3,996
Total $ 11,704
<FN>
(a) The mortgage loans on each of the properties mature at various times with
balloon payments due at maturity.
The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership's properties and by pledge of revenues from the respective rental
properties. Certain of the notes include prepayment penalties if repaid prior
to maturity.
</FN>
</TABLE>
SCHEDULE OF RENTAL RATES AND OCCUPANCY:
Average Annual Average Annual
Rental Rates Occupancy
Property 1997 1996 1997 1996
Willow Park $6,591/unit $6,364/unit 96% 95%
Oakwood Village 6,075/unit 6,068/unit 96% 91%
Palisades 4,620/unit 4,749/unit 87% 88%
The Managing General Partner attributes the increase in occupancy at Oakwood
Village to enhanced marketing efforts necessitated by the recent completion of
road construction which has caused the property to be less readily accessible.
To combat the diversion of traffic, the property expanded its marketing to
include signs, maps and pamphlets emphasizing the property's location. The
average rental rate at Palisades decreased during 1997 in an effort to increase
occupancy. Due to the deteriorating sub-market, management has taken measures
to improve security at the property but continues to find it difficult to
attract qualified residents.
As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area. The
Managing General Partner believes that all of the properties are adequately
insured. The lease terms for the properties are for one year or less. No
tenant leases 10% or more of the available rental space.
SCHEDULE OF REAL ESTATE TAXES (IN THOUSANDS) AND RATES:
1997 1997
Billing Rate
Willow Park $ 84 1.98%
Oakwood Village 104 1.92%
Palisades 45 3.45%
ITEM 3. LEGAL PROCEEDINGS
The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The Managing General Partner of the Partnership believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The unit holders of the Partnership did not vote on any matter during the fiscal
year covered by this report.
PART II
ITEM 5. MARKET FOR THE PARTNERSHIP'S EQUITY AND RELATED PARTNER MATTERS
The Partnership, a publicly-held limited partnership, sold 82,513 Limited
Partnership Units aggregating $41,256,500. As of January 1, 1998, the number of
holders of Limited Partnership units was 2,920. There is no intention to sell
additional Limited Partnership Units nor is there an established public market
for these Units.
Future cash distributions will depend on the levels of net cash generated from
operations, property sales, refinancings, and the availability of cash reserves.
No cash distributions were made in 1997 or 1996. The Managing General Partner
does not anticipate making any distributions during 1998.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
This item should be read in conjunction with the financial statements and other
items contained elsewhere in this report.
Results of Operations
The Partnership's net loss for the year ended December 31, 1997, was
approximately $564,000 versus a net loss of approximately $515,000 for the year
ended December 31, 1996. The increase in net loss in 1997 is primarily
attributable to a decrease in equity in net income of tenant-in-common property
and an increase in total expenses which was partially offset by an increase in
revenues. Expenses increased primarily due to an increase in operating
expenses. Included in operating expenses for the year ended December 31, 1997
is approximately $238,000 of major repairs and maintenance compared to
approximately $141,000 for the year ended December 31, 1996. The increase
relates primarily to an exterior rehabilitation project at Willow Park. This
project included the expenditure of $111,000 for exterior painting and stucco
repair. Other major repairs and maintenance included in operating expenses in
1997 consist of landscaping and swimming pool and exterior building repairs.
Major repairs and maintenance included in operating expenses for 1996 were
comprised primarily of exterior building repairs and landscaping. Partially
offsetting the increase in operating expenses was the decrease in property tax
expense for 1997. Property taxes decreased due to a decrease in the Palisades'
assessment in 1997. The decrease in income at the tenant-in-common property,
the Village, was primarily due to a 1997 exterior painting project, of which the
Partnership's share was approximately $76,000. The Partnership's revenues
increased for the year ended December 31, 1997 as compared to December 31, 1996
due to increased rental income. Rental income increased as a result of an
overall increase in occupancy and average rental rates at the Partnership's
properties.
As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expense. As part of this plan, the Managing General Partner attempts to protect
the Partnership from the burden of inflation-related increases in expenses by
increasing rents and maintaining a high overall occupancy level. However, due to
changing market conditions, which can result in the use of rental concessions
and rental reductions to offset softening market conditions, there is no
guarantee that the Managing General Partner will be able to sustain such a plan.
Capital Resources and Liquidity
At December 31, 1997, the Partnership had cash and cash equivalents of
$1,350,000 compared to $1,421,000 at December 31, 1996. The net decrease in cash
and cash equivalents for the year ended December 31, 1997 was $71,000 compared
to a net decrease of $37,000 for the year ended December 31, 1996. The net cash
provided by operating activities increased primarily due to the timing of
payments on accounts payable. The increase in net cash used in investing
activities is primarily due to an increase in property improvements and
replacements. This was partially offset by 1997 distributions of $408,000 from
the tenant-in-common property. Cash used in financing activities remained
relatively stable.
The Managing General Partner has extended to the Partnership a $500,000 line of
credit. At the present time, the Partnership has no outstanding amounts due
under this line of credit, and the Managing General Partner does not anticipate
the need to borrow in the near future. Other than cash and cash equivalents the
line of credit is the Partnership's only unused source of liquidity.
The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. The
mortgage indebtedness of $11,704,000 matures at various times with balloon
payments due at maturity at which time the properties will either be refinanced
or sold. Future cash distributions will depend on the levels of net cash
generated from operations, property sales, refinancings, and the availability of
cash reserves. No cash distributions were made in 1997 or 1996. The Managing
General Partner does not anticipate making any distributions during 1998.
Year 2000
The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services. Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue"). The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems. The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.
Other
Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements. Such forward-looking statements speak only as of the date
of this annual report. The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.
ITEM 7. FINANCIAL STATEMENTS
NATIONAL PROPERTY INVESTORS 5
LIST OF FINANCIAL STATEMENTS
Report of Independent Auditors
Balance Sheet - December 31, 1997
Statements of Operations - Years ended December 31, 1997 and 1996
Statements of Changes in Partners' Capital (Deficit) - Years ended
December 31, 1997 and 1996
Statements of Cash Flows - Years ended December 31, 1997 and 1996
Notes to Financial Statements
Independent Auditors' Report
To the Partners
National Property Investors 5
Greenville, South Carolina
We have audited the accompanying balance sheet of National Property Investors 5
(a limited partnership)(the "Partnership") as of December 31, 1997, and the
related statements of operations, changes in partners' capital (deficit) and
cash flows for each of the two years in the period ended December 31, 1997.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 management, 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 financial statements referred to above present fairly, in
all material respects, the financial position of National Property Investors 5
as of December 31, 1997, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1997, in conformity
with generally accepted accounting principles.
As discussed in Note A to the financial statements, the Partnership changed its
accounting for its investment in a tenant-in-common property, in 1997, from pro-
forma consolidation to the equity method of accounting.
/S/ IMOWITZ KOENIG & CO., LLP
Certified Public Accountants
New York, NY
January 26, 1998
NATIONAL PROPERTY INVESTORS 5
BALANCE SHEET
December 31, 1997
(in thousands, except unit data)
<TABLE>
<CAPTION>
<S> <C> <C>
Assets
Cash and cash equivalents $ 1,350
Receivables and deposits 267
Restricted escrows 347
Other assets 301
Investment properties (Notes B & F):
Land $ 2,145
Buildings and related personal property 26,948
29,093
Less accumulated depreciation (20,711) 8,382
$ 10,647
Liabilities and Partners' Deficit
Liabilities
Accounts payable $ 159
Tenant security deposits payable 99
Accrued property taxes 11
Other liabilities 220
Mortgage notes payable (Note C) 11,704
Partners' Deficit:
Limited partners' (82,513 units issued and
outstanding) $ (299)
General partner's (1,247) (1,546)
$ 10,647
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
NATIONAL PROPERTY INVESTORS 5
STATEMENTS OF OPERATIONS
(in thousands, except unit data)
Years Ended December 31,
1997 1996
Revenues:
Rental income $ 4,414 $ 4,372
Other income 366 378
Total revenues 4,780 4,750
Expenses:
Operating 2,610 2,565
Interest 1,097 1,105
Depreciation 1,162 1,153
General and administrative 264 270
Property taxes 234 251
Total expenses 5,367 5,344
Equity in net income of tenant-in-common
property (Note G) 23 79
Net loss $ (564) $ (515)
Net loss allocated to general partner (3%) $ (17) $ (15)
Net loss allocated to limited partners (97%) (547) (500)
$ (564) $ (515)
Net loss per limited partnership unit $ (6.63) $ (6.06)
See Accompanying Notes to Financial Statements
NATIONAL PROPERTY INVESTORS 5
STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)
<TABLE>
<CAPTION>
Limited
Partnership General Limited
Units Partner's Partners' Total
<S> <C> <C> <C> <C>
Original capital contributions 82,513 $ 1 $ 41,257 $ 41,258
Partners' (deficit) capital at
December 31, 1995 82,513 $ (1,215) $ 748 $ (467)
Net loss for the year
ended December 31, 1996 -- (15) (500) (515)
Partners' (deficit) capital
at December 31, 1996 82,513 (1,230) 248 (982)
Net loss for the year ended
December 31, 1997 -- (17) (547) (564)
Partners' deficit at
December 31, 1997 82,513 $ (1,247) $ (299) $ (1,546)
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
NATIONAL PROPERTY INVESTORS 5
STATEMENTS OF CASH FLOWS
(in thousands)
<TABLE>
<CAPTION>
Years Ended December 31,
1997 1996
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (564) $ (515)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Equity in net income from
tenant-in-common property (23) (79)
Depreciation 1,162 1,153
Amortization of loan costs 66 64
Change in accounts:
Receivables and deposits 17 (14)
Other assets 1 2
Accounts payable 75 21
Tenant security deposits payable 13 (5)
Accrued property taxes (3) --
Other liabilities (18) 75
Net cash provided by operating activities 726 702
Cash flows from investing activities:
Net deposits to restricted escrows (53) (93)
Property improvements and replacements (977) (486)
Distribution from tenant-in-common property 408 --
Net cash used in investing activities (622) (579)
Cash flows from financing activities:
Payments of mortgage notes payable (175) (160)
Net cash used in financing activities (175) (160)
Net decrease in cash and cash equivalents (71) (37)
Cash and cash equivalents at beginning of period 1,421 1,458
Cash and cash equivalents at end of period $ 1,350 $ 1,421
Supplemental information:
Cash paid for interest $ 1,031 $ 1,046
<FN>
See Accompanying Notes to Financial Statements
</FN>
</TABLE>
NATIONAL PROPERTY INVESTORS 5
Notes to Financial Statements
December 31, 1997
NOTE A - CHANGE IN METHOD OF REPORTING THE OWNERSHIP OF TENANT-IN-COMMON
PROPERTY
National Property Investors 5 (the "Partnership") owns a 24.028% interest in The
Village Apartments (the "Village") (see "Note G"). Through the third quarter of
1997, the Partnership consolidated its pro rata share of assets, liabilities and
operations of the Village. During the fourth quarter of 1997, the Partnership
decided to reflect its interest in the Village utilizing the equity method due
to the inability of the Partnership to control the major operating and financial
policies of the Village. Under the equity method, the original investment is
increased by advances to the Village and the Partnership's share of the earnings
of the Village. The investment is decreased by distributions from the Village
and the Partnership's share of losses of the Village. At December 31, 1997, the
Partnership's investment account had a deficit balance of approximately $46,000,
which is included in other liabilities.
The statement of operations and cash flows for the year-ended December 31, 1996
have been restated to reflect this change as a change in the reporting entity.
Additionally, certain reclassifications were made in the 1996 statement of
operations to conform to the current year presentation. These changes had no
effect on the net loss of the Partnership or on the net loss per limited
partnership unit.
NOTE B - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Organization:
The Partnership was organized under the Uniform Limited Partnership Laws of
California as of July 15, 1981, for the purpose of acquiring and operating
income producing residential real estate. The Partnership currently owns two
apartment complexes located in Florida and one complex located in Alabama. The
Partnership also owns a 24.028 percent interest (as a tenant-in-common with an
affiliate of the managing general partner) in an apartment complex located in
New Jersey, which is accounted for under the equity method of accounting (see
"Note A"). The Partnership will terminate on December 31, 2005, unless
previously terminated, in accordance with the terms of the Agreement of Limited
Partnership. Limited partners' units are at a stated value of $500. A total of
82,513 units of the limited partnership were issued for aggregate capital
contributions of $41,256,500. In addition, the general partners contributed a
total of $1,000 to the Partnership.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
Allocation of Income, Loss, and Distributions:
Net income, net loss, and distributions of cash of the Partnership are allocated
between general and limited partners in accordance with the provisions of the
partnership agreement.
Fair Value of Financial Instruments:
"Statement of Financial Accounting Standards ("SFAS") No. 107, Disclosures about
Fair Value of Financial Instruments", as amended by "SFAS No. 119, Disclosures
about Derivative Financial Instruments and Fair Value of Financial Instruments",
requires disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is practicable to
estimate fair value. Fair value is defined in the SFAS as the amount at which
the instruments could be exchanged in a current transaction between willing
parties, other than in a forced or liquidation sale. The Partnership believes
that the carrying amount of its financial instruments (except for long term
debt) approximates their fair value due to the short term maturity of these
instruments. The fair value of the Partnership's long term debt, after
discounting the scheduled loan payments to maturity, approximates its carrying
balance.
Investment Properties:
Investment properties are stated at cost. Acquisition fees are capitalized as a
cost of real estate. In accordance with "SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,"
the Partnership records impairment losses on long-lived assets used in
operations when events and circumstances indicate that the assets might be
impaired and the undiscounted cash flows estimated to be generated by those
assets are less than the carrying amounts of those assets.
For real estate purchased in joint ownership with an affiliated partnership,
effective December 31, 1997, the Partnership accounts for the tenant-in-common
property under the equity method of accounting. At December 31, 1997, the
Partnership's investment had a deficit balance of approximately $46,000, which
is included in other liabilities.
Cash and Cash Equivalents:
The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Security Deposits:
The Partnership requires security deposits from lessees for the duration of the
lease, and such deposits are included in receivables and deposits. The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space and is current on its rental payments.
Leases:
The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership recognizes income as earned on its leases.
Advertising costs:
Advertising costs of approximately $86,000 in 1997 and $77,000 in 1996 were
charged to expense as incurred and are included in operating expenses.
Depreciation:
Depreciation is computed by the straight-line method over estimated useful lives
ranging from 15 to 27.5 years for buildings and improvements and from five to
seven years for furnishings.
Loan Costs:
Loan costs of approximately $519,000 are included in other assets at December
31, 1997. Loan costs are deferred and amortized as interest expense over the
term of the related loan. At December 31, 1997, the accumulated amortization
totaled approximately $269,000.
Income Taxes:
Taxable income or loss of the Partnership is reported in the income tax returns
of its partners. Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.
Reclassifications:
Certain reclassifications have been made to the 1996 balances to conform to the
1997 presentation.
NOTE C - MORTGAGE NOTES PAYABLE
The principle terms of the mortgage notes payable are as follows (in thousands):
<TABLE>
<CAPTION>
Principal Monthly Principal
Balance At Payment Balance
December 31, Including Interest Maturity Due At
Property 1997 Interest Rate Date Maturity
<S> <C> <C> <C> <C> <C>
Willow Park $ 2,939 $ 23 8.56% 02/01/01 $ 2,833
Oakwood Village 3,973 32 8.56% 02/01/01 3,829
Palisades 4,792 45 9.00% 07/01/03 3,996
Total $ 11,704 $ 100
</TABLE>
The mortgage notes payable are nonrecourse and are secured by pledge of the
Partnership's properties and by pledge of revenues from the respective rental
properties. Certain of the notes include prepayment penalties if repaid prior
to maturity.
Scheduled principal payments on the mortgage notes payable subsequent to
December 31, 1997, are as follows (in thousands):
1998 $ 191
1999 208
2000 228
2001 6,823
2002 168
Thereafter 4,086
$ 11,704
NOTE D - INCOME TAXES
The Partnership files its tax return on an accrual basis and has computed
depreciation for tax purposes using accelerated methods which are not in
accordance with generally accepted accounting principles. A reconciliation of
the net loss per the financial statements to the net taxable loss to partners is
as follows (in thousands, except unit data):
1997 1996
Net loss per financial statements $ (564) $ (515)
Difference in income and expenses for
financial statement and tax reporting 18 22
Difference between tax depreciation
and financial statement depreciation 64 (18)
Net taxable loss to partners $ (482) $ (511)
Federal taxable loss per limited
partnership unit $ (5.67) $ (6.00)
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net liabilities at December 31, 1997 (in thousands):
Net liabilities as reported $ (1,546)
Land and buildings (739)
Accumulated depreciation (5,025)
Syndication and distribution costs 4,485
Other 27
Net liabilities - Federal tax basis $ (2,798)
NOTE E - TRANSACTIONS WITH AFFILIATED PARTIES
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General Partner") is
the general partner of the Partnership. NPI Equity was a wholly-owned
subsidiary of National Property Investors, Inc. ("NPI") until December 31, 1996,
at which time Insignia Properties Trust, an affiliate of Insignia Financial
Group, Inc. ("Insignia") acquired the stock of NPI Equity.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia acquired all of the issued and outstanding shares of stock of NPI
Equity and NPI. In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and NPI. An affiliate of
Insignia owns 37,113 units or approximately 45% of the total limited partnership
units.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1997 and 1996 (in thousands):
1997 1996
Property management fees (included in operating
expenses) $ 234 $ 234
Reimbursement for services of affiliates, including
$32,000 and $21,000 of construction services
reimbursements in 1997 and 1996, respectively
(included in general and administrative expenses,
operating expenses, and investment properties) 255 222
For the period of January 19, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who received payments on these obligations from the
agent. The amount of the Partnership's insurance premiums accruing to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations is not significant.
NPI Equity is entitled to receive 3% of adjusted cash from operations and an
allocation of 3% of the net income or loss of the Partnership. There were no
distributions of cash from operations during the years ended December 31, 1997
and 1996. Upon the sale of all properties and termination of the Partnership,
the general partner may be required to contribute certain funds to the
Partnership in accordance with the partnership agreement.
NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series. The maximum draw available
to the Partnership under the Partnership Revolver is $500,000. Loans under the
Partnership Revolver will have a term of 365 days, be unsecured and bear
interest at the rate of 2% per annum in excess of the prime rate announced from
time to time by Chemical Bank, N.A. The maturity date of such borrowing will be
accelerated in the event of: (i) the removal of the Managing General Partner
(whether or not For Cause, as defined in the Partnership Agreement); (ii) the
sale or refinancing of a property by the Partnership, or; (iii) the liquidation
of the Partnership. The Partnership has not borrowed under the Partnership
Revolver, to date.
Upon sale of Partnership properties, NPI Equity will be entitled to an Incentive
Compensation Fee equal to a declining percentage of the difference between the
total amount distributed to limited partners and the appraised value of their
investment at February 1, 1992. The percentage amount to be realized by NPI
Equity, if any, will be dependent upon the year in which the property is sold.
Payment of the Incentive Compensation Fee is subordinated to the receipt by the
limited partners, of: (a) distributions from capital transaction proceeds of an
amount equal to their appraised investment in the Partnership at February 1,
1992, and (b) distributions from all sources (capital transactions as well as
cash flow) of an amount equal to six percent (6%) per annum cumulative, non-
compounded, on their appraised investment in the Partnership at February 1,
1992.
NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)
<TABLE>
<CAPTION>
Initial Cost
To Partnership
Buildings Cost
and Related Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition
<S> <C> <C> <C> <C>
Willow Park $ 2,939 $ 567 $ 5,218 $ 1,195
Oakwood Village 3,973 589 7,181 1,855
Palisades 4,792 970 8,448 3,070
Totals $ 11,704 $ 2,126 $ 20,847 $ 6,120
</TABLE>
<TABLE>
<CAPTION>
Gross Amount At Which Carried
At December 31, 1997
Buildings
And
Related Year Of
Personal Accumulated Construc- Date Depreciable
Description Land Property Total Depreciation tion Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C> <C>
Willow Park $ 574 $ 6,406 $ 6,980 $ 4,803 1973 12/82 5-27.5 yrs.
Oakwood Village 595 9,030 9,625 6,883 1973 08/82 5-27.5 yrs.
Palisades 976 11,512 12,488 9,025 1968-1972 06/83 5-27.5 yrs.
Totals $ 2,145 $ 26,948 $29,093 $ 20,711
</TABLE>
NOTE F - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (IN THOUSANDS)
Reconciliation of "Investment Properties and Accumulated Depreciation":
Years Ended December 31,
1997 1996
Investment Properties
Balance at beginning of year $ 28,116 $ 27,630
Property improvements and
replacements 977 486
Balance at end of year $ 29,093 $ 28,116
Years Ended December 31,
1997 1996
Accumulated Depreciation
Balance at beginning of year $ 19,549 $ 18,396
Additions charged to expense 1,162 1,153
Balance at end of year $ 20,711 $ 19,549
The aggregate cost of the real estate for Federal income tax purposes for the
Partnership's investment properties at December 31, 1997 and 1996 respectively,
is approximately $28,475,000 and $27,494,000. The accumulated depreciation
taken for Federal income tax purposes at December 31, 1997 and 1996 is
approximately $24,314,000 and $23,253,000, respectively.
NOTE G - TENANT-IN-COMMON PROPERTY
The Partnership currently owns the Village, as a tenant-in-common with National
Property Investors 6 ("NPI 6"), an affiliated public limited partnership. NPI 6
acquired a 75.972% undivided interest with the Partnership owning the remaining
24.028%. Effective December 31, 1997, the property is accounted for under the
equity method of accounting (see "Note A"). At December 31, 1997 the
Partnership's investment account had a deficit balance of approximately $46,000,
which is included in other liabilities.
The condensed balance sheet of the Village at December 31, 1997, is summarized
as follows (in thousands):
Assets December 31, 1997
Investment property, net $ 9,999
Other assets 1,472
Total $ 11,471
Liabilities and Partners' Capital
Mortgage note payable $ 10,909
Other liabilities 506
Partners capital 56
Total $ 11,471
Condensed statement of operations of the Village for the years ended December
31, 1997 and 1996 are as follows (in thousands):
Year Ended December 31,
1997 1996
Total revenues $ 4,671 $ 4,559
Operating and other expenses 2,808 2,487
Depreciation 778 745
Mortgage interest 988 1,000
Total expenses 4,574 4,232
Net income $ 97 $ 327
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements with Imowitz Koenig & Co., LLP regarding the 1997 or
1996 audits of the Partnership's financial statements.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
The names and ages of, as well as the positions and offices held by, the
executive officers and directors of NPI Equity Investments, Inc. ("NPI Equity"
or the "Managing General Partner"), are set forth below. There are no family
relationships between or among any officers or directors.
Name Age Position
William H. Jarrard, Jr. 51 President and Director
Ronald Uretta 41 Vice President and
Treasurer
Martha L. Long 38 Controller
Robert D. Long, Jr. 30 Vice President
Daniel LeBey 32 Vice President and
Secretary
Kelley M. Buechler 40 Assistant Secretary
William H. Jarrard, Jr. has been President and Director of the Managing General
Partner since January 1996. He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the Managing General Partner, since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia Financial Group, Inc. ("Insignia") from January 1991
through September 1997 and served as Managing Director - Partnership
Administration and Asset Management of Insignia from July 1994 until January
1996.
Ronald Uretta has been Vice President and Treasurer of the Managing General
Partner since January 1996 and Insignia's Treasurer since January 1992. Since
August 1996, he has also served as Insignia's Chief Operating Officer. He has
also served as Insignia's Secretary from January 1992 to June 1996 and as
Insignia's Chief Financial Officer from January 1992 to August 1996.
Martha L. Long has been Controller of the Managing General Partner since
December 1996 and Senior Vice President - Finance and Controller of Insignia
since January 1997. In June 1994, Ms. Long joined Insignia as its Controller,
and was promoted to Senior Vice President - Finance in January 1997. Prior to
that time, she was Senior Vice President and Controller of the First Savings
Bank, in Greenville, SC.
Robert D. Long, Jr. has been Vice President of the Managing General Partner
since January 2, 1998. Mr. Long joined Metropolitan Asset Enhancement, L.P.
("MAE"), an affiliate of Insignia, in September 1993. Since 1994 he has acted
as Vice President and Chief Accounting Officer of the MAE subsidiaries. Mr.
Long was an accountant for Insignia until joining MAE in 1993. Prior to joining
Insignia, Mr. Long was an auditor for the State of Tennessee and was associated
with the accounting firm of Harsman Lewis and Associates.
Daniel M. LeBey has been Vice President and Secretary of the Managing General
Partner since January 29, 1998 and Insignia's Assistant Secretary since April
30, 1997. Since July 1996 he has also served as Insignia's Associate General
Counsel. From September 1992 until June 1996, Mr. LeBey was an attorney with
the law firm of Alston & Bird LLP, Atlanta, Georgia.
Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since June 1996 and Assistant Secretary of Insignia since 1991.
ITEM 10. EXECUTIVE COMPENSATION
No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of the Managing General Partner. The Partnership has no
plan, nor does the Partnership presently propose a plan, which will result in
any remuneration being paid to any officer or director upon termination of
employment. However, reimbursements and other payments have been made to the
Partnership's Managing General Partner and its affiliates, as described in "Item
12" below.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding limited partnership
units of the Partnership owned by each person who is known by the Registrant to
own beneficially or exercise voting or dispositive control over more than 5% of
the Registrant's limited partnership units, by each of the directors and by all
directors and executive officers of the Managing General Partner as a group as
of January 1, 1998.
Name and address of Amount of nature of
Beneficial Owner Beneficial Owner % of Class
Insignia Properties, LP 37,113 45.0%
One Insignia Financial Plaza
Greenville, SC 29602
All directors and executive -- --
officers as a group (six persons)
On January 19, 1996, Insignia NPI LLC ("Insignia LLC"), an affiliate of
Insignia, acquired 37,101 limited partnership units (approximately 45% of the
total outstanding partnership units of the Partnership) from DeForest Ventures
II, L.P., the entity which made tender offers for units in 1994 and 1995.
Insignia LLC subsequently transferred these units to Insignia Properties L.P.
("IPLP"), an affiliate of Insignia. Subsequent to January 19, 1996, IPLP
acquired an additional 12 limited partnership units.
As a result of its ownership of 37,113 limited partnership units, Insignia
Properties L.P. ("IPLP"), an affiliate of Insignia, could be in a position to
significantly influence all voting decisions with respect to the Partnership.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. When voting on
matters, IPLP would in all likelihood vote the Units it acquired in a manner
favorable to the interest of the Managing General Partner because of its
affiliation with the Managing General Partner. However, IPLP has agreed for the
benefit of non-tendering unitholders that it will vote its Units acquired from
DeForest II: (i) against any proposal to increase the fees and other
compensation payable by the Partnership to the Managing General Partner or to
affiliates; and (ii) on all other matters submitted by it or its affiliates, in
proportion to the votes cast by non-tendering unitholders. Except for the
foregoing, no other limitations are imposed on IPLP's right to vote each Unit
acquired.
There are no arrangements known to the Managing General Partner the operation of
which may, at a subsequent date, result in a change in control of the
Partnership.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
No transactions have occurred between the Partnership and any officer or
director of NPI Equity.
The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities. The Partnership Agreement provides for payments to
affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.
NPI Equity is the general partner of the Partnership. NPI Equity was a wholly-
owned subsidiary of National Property Investors, Inc. ("NPI") until December 31,
1996, at which time the stock of NPI Equity was acquired by IPT, an affiliate of
Insignia.
Pursuant to a series of transactions which closed during 1996, affiliates of
Insignia acquired all of the issued and outstanding shares of stock of NPI
Equity and NPI. In connection with these transactions, affiliates of Insignia
appointed new officers and directors of NPI Equity and NPI.
The following transactions with affiliates of Insignia, NPI, and affiliates of
NPI were incurred in 1997 and 1996 (in thousands):
1997 1996
Property management fees $ 234 $ 234
Reimbursement for services of affiliates, including
$32,000 and $21,000 of construction services
reimbursements in 1997 and 1996, respectively 255 222
For the period of January 19, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the Managing General Partner. An affiliate of the Managing General Partner
acquired, in the acquisition of a business, certain financial obligations from
an insurance agency which was later acquired by the agent who placed the master
policy. The agent assumed the financial obligations to the affiliate of the
Managing General Partner who received payments on these obligations from the
agent. The amount of the Partnership's insurance premiums accruing to the
benefit of the affiliate of the Managing General Partner by virtue of the
agent's obligations is not significant.
NPI Equity is entitled to receive 3% of adjusted cash from operations and an
allocation of 3% of the net income or loss of the Partnership. There were no
distributions of cash from operations during the years ended December 31, 1997
and 1996. Upon the sale of all properties and termination of the Partnership,
the general partners may be required to contribute certain funds to the
Partnership in accordance with the partnership agreement.
NPI Equity has established a revolving credit facility (the "Partnership
Revolver") to be used to fund deferred maintenance and working capital needs of
the National Property Investors Partnership Series. The maximum draw available
to the Partnership under the Partnership Revolver is $500,000. Loans under the
Partnership Revolver will have a term of 365 days, be unsecured and bear
interest at the rate of 2% per annum in excess of the prime rate announced from
time to time by Chemical Bank, N.A. The maturity date of such borrowing will be
accelerated in the event of: (i) the removal of the Managing General Partner
(whether or not For Cause, as defined in the Partnership Agreement); (ii) the
sale or refinancing of a property by the Partnership, or; (iii) the liquidation
of the Partnership. The Partnership has not borrowed under the Partnership
Revolver, to date.
Upon sale of Partnership properties, NPI Equity will be entitled to an Incentive
Compensation Fee equal to a declining percentage of the difference between the
total amount distributed to limited partners and the appraised value of their
investment at February 1, 1992. The percentage amount to be realized by NPI
Equity, if any, will be dependent upon the year in which the property is sold.
Payment of the Incentive Compensation Fee is subordinated to the receipt by the
limited partners, of: (a) distributions from capital transaction proceeds of an
amount equal to their appraised investment in the Partnership at February 1,
1992, and (b) distributions from all sources (capital transactions as well as
cash flow) of an amount equal to six percent (6%) per annum cumulative, non-
compounded, on their appraised investment in the Partnership at February 1,
1992.
An affiliate of Insignia owns approximately 45% of the total limited partnership
units of the Partnership, as described in "Item 11" above.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the fourth quarter of 1997: None.
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NATIONAL PROPERTY INVESTORS 5
By: NPI EQUITY INVESTMENTS, INC.
Its Managing General Partner
By: /s/William H. Jarrard, Jr.
William H. Jarrard, Jr.
President and Director
Date: March 17, 1998
In accordance with the Exchange Act, this Report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
date indicated.
/s/ William H. Jarrard, Jr. President and Director March 17, 1998
William H. Jarrard, Jr.
/s/Ronald Uretta Vice President and Treasurer March 17, 1998
Ronald Uretta
EXHIBIT INDEX
Exhibit Number Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement, dated as of
August 17, 1995, incorporated by reference to the
Partnership's Current Report on Form 8-K dated August
17, 1995.
2.2 Partnership Units Purchase Agreement dated as of
August 17, 1995, incorporated by reference to Exhibit
2.1 to Form 8-K filed by Insignia Financial Group,
Inc. ("Insignia") with the Securities and Exchange
Commission on September 1, 1995.
2.3 Management Purchase Agreement dated as of August 17,
1995, incorporated by reference to Exhibit 2.2 to
Form 8-K filed by Insignia with the Securities and
Exchange Commission on September 1, 1995.
2.5 Master Indemnity Agreement dated as of August 17,
1995, incorporated by reference to Exhibit 2.5 to
Form 8-K filed by Insignia with the Securities and
Exchange Commission on September 1, 1995.
3.4 (a) Agreement of Limited Partnership, incorporated by
reference to Exhibit A to the Prospectus of the
Partnership dated January 4, 1982, included in the
Partnership's Registration Statement on Form S-11
(Reg. No. 2-74143).
(b) Amendments to the Agreement of Limited
Partnership, incorporated by reference to the
Definitive Proxy Statement of the Partnership dated
April 3, 1991.
(c) Amendments to the Partnership Agreement
incorporated by reference to the Statement Furnished
in Connection With The Solicitation of the Registrant
dated August 28, 1992.
10.3 Form of Property Management Agreement dated June 21,
1991, by and between the Partnership and NPI
Management with respect to the Partnership's
properties incorporated by reference to the
Partnership's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991.
10.5 Mortgage Note, dated June 29, 1993, made by the
Partnership for the benefit of Collateral Mortgage,
Ltd., as it pertains to Palisades Apartments
incorporated by reference to the Partnership's
Quarterly Report on Form 10-Q for the period ended
June 30, 1993.
10.6 Loan Agreement, dated June 29, 1993, between the
Partnership and Collateral Mortgage, Ltd., as it
pertains to Palisades Apartments incorporated by
reference to the Partnership's Quarterly Report on
Form 10-Q for the period ended June 30, 1993.
10.7 Mortgage and Security Agreement dated June 29, 1993,
between the Partnership and Collateral Mortgage,
Ltd., as it pertains to Palisades Apartments
incorporated by reference to the Partnership's
Quarterly Report on Form 10-Q for the period ended
June 30, 1993.
10.8 Amended and Restated First Mortgage Note, dated
September 30, 1993, made by the Partnership for the
benefit of The Travelers Insurance Company, as it
pertains to The Village Apartments incorporated by
reference to the Partnership's Quarterly Report on
Form 10-Q for the period ended September 30, 1993.
10.9 Amended and Restated First Mortgage, dated September
30, 1993, between the Partnership and The Travelers
Insurance Company, as it pertains to The Village
Apartments incorporated by reference to the
Partnership's Quarterly Report on Form 10-Q for the
period ended September 30, 1993.
10.10 Multifamily Note and Addendum, dated January 3, 1994,
made by the Partnership for the benefit of Hanover
Capital Mortgage Corporation, as it pertains to
Willow Park Apartments incorporated by reference to
the Partnership's Annual Report on Form 10-K for the
period ended December 31, 1993.
10.11 Multifamily Mortgage, Assignment of Rents and
Security Agreement and Rider, dated January 3, 1994,
between the Partnership and Hanover Capital Mortgage
Corporation, as it pertains to Willow Park Apartments
incorporated by reference to the Partnership's Annual
Report on Form 10-K for the period ended December 31,
1993.
10.12 Multifamily Note and Addendum, dated January 7, 1994,
made by the Partnership for the benefit of Hanover
Capital Mortgage Corporation, as it pertains to
Oakwood Village at Lake Nan Apartments incorporated
by reference to the Partnership's Annual Report on
Form 10-K for the period ended December 31, 1993.
10.13 Multifamily Mortgage, Assignment of Rents and
Security Agreement and Rider, dated January 7, 1994,
between the Partnership and Hanover Capital
Corporation, as it pertains to Oakwood Village at
Lake Nan Apartments incorporated by reference to the
Partnership's Annual Report on Form 10-K for the
period ended December 31, 1993.
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
National Property Investors 5 1997 Year-End 10-KSB and is qualified
in its entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000355637
<NAME> National Property Investors 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,350
<SECURITIES> 0
<RECEIVABLES> 267
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 29,093
<DEPRECIATION> 20,711
<TOTAL-ASSETS> 10,647
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 11,704
0
0
<COMMON> 0
<OTHER-SE> (1,546)
<TOTAL-LIABILITY-AND-EQUITY> 10,647
<SALES> 0
<TOTAL-REVENUES> 4,780
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,367
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,097
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (564)
<EPS-PRIMARY> (6.63)<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
</TABLE>
