NATIONAL PROPERTY INVESTORS 5
10QSB, 2000-05-15
REAL ESTATE
Previous: RYANS FAMILY STEAKHOUSES INC, 10-Q, 2000-05-15
Next: OKLAHOMA ENERGY CORP, NT 10-Q, 2000-05-15





     FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[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


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                         Commission file number 0-11095

                           NATIONAL PROPERTY INVESTORS 5
         (Exact name of small business issuer as specified in its charter)



         California                                         22-2385051
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602

                      (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

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___

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                           NATIONAL PROPERTY INVESTORS 5
                                  BALANCE SHEET

                                   (Unaudited)

                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets

<S>                                                                         <C>
   Cash and cash equivalents                                                $ 1,957
   Receivables and deposits                                                     317
   Restricted escrows                                                            75
   Other assets                                                                 294
   Investment properties:
       Land                                                  $  2,145
       Buildings and related personal property                 28,433
                                                               30,578
       Less accumulated depreciation                          (23,250)        7,328
                                                                            $ 9,971

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                          $  175
   Tenant security deposit liabilities                                          122
   Accrued property taxes                                                        79
   Due to Managing General Partner                                              290
   Other liabilities                                                            202
   Mortgage notes payable                                                    12,376

Partners' Deficit

   General partner                                           $ (1,256)
   Limited partners (82,513 units
      issued and outstanding)                                  (2,017)       (3,273)
                                                                            $ 9,971
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

b)

                           NATIONAL PROPERTY INVESTORS 5
                            STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                  March 31,
                                                             2000           1999
Revenues:
<S>                                                         <C>            <C>
   Rental income                                            $1,200         $1,127
   Other income                                                 73             66
       Total revenues                                        1,273          1,193

Expenses:
   Operating                                                   633            503
   Interest                                                    287            266
   Depreciation                                                336            305
   General and administrative                                   54             58
   Property taxes                                               64             43
       Total expenses                                        1,374          1,175

Net (loss) income                                           $ (101)         $  18

Net (loss) income allocated to general partner (3%)          $  (3)           $ 1

Net (loss) income allocated to limited partners (97%)          (98)            17

                                                            $ (101)         $  18

Net (loss) income per limited partnership unit              $(1.19)        $ 0.21
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

c)

                           NATIONAL PROPERTY INVESTORS 5
                    STATEMENT OF CHANGES IN PARTNERS' DEFICIT

                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                     Limited
                                   Partnership   General     Limited
                                      Units      Partner     Partners       Total

<S>                                   <C>          <C>        <C>          <C>
Original capital contributions        82,513       $   1      $41,257      $41,258

Partners' deficit at
   December 31, 1999                  82,513     $(1,253)     $(1,919)     $(3,172)

Net loss for the three months
   ended March 31, 2000                   --          (3)         (98)        (101)

Partners' deficit at
   March 31, 2000                     82,513     $(1,256)     $(2,017)     $(3,273)
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

d)

                           NATIONAL PROPERTY INVESTORS 5
                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,

                                                                  2000        1999
Cash flows from operating activities:

<S>                                                              <C>           <C>
  Net (loss) income                                              $ (101)     N $ 18
  Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
   Depreciation                                                     336         305
   Amortization of loan costs                                        16          15
   Change in accounts:
      Receivables and deposits                                       34         (38)
      Other assets                                                    6           1
      Accounts payable                                               30         (80)
      Tenant security deposit liabilities                            --           4
      Accrued property taxes                                         22           1
      Other liabilities                                              (4)        (15)

       Net cash provided by operating activities                    339         211

Cash flows from investing activities:

  Property improvements and replacements                           (226)       (176)
  Net deposits to restricted escrows                                (22)        (45)

       Net cash used in investing activities                       (248)       (221)

Cash flows from financing activities:

  Payments of mortgage notes payable                                (55)        (61)
  Loan costs paid                                                   (95)         --

       Net cash used in investing activities                       (150)        (61)

Net decrease in cash and cash equivalents                           (59)        (71)

Cash and cash equivalents at beginning of period                  2,016         972
Cash and cash equivalents at end of period                       $1,957       $ 901

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $  216       $ 287
</TABLE>

                   See Accompanying Notes to Financial Statements

<PAGE>

e)

                           NATIONAL PROPERTY INVESTORS 5
                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)

Note A - Basis of Presentation

The accompanying unaudited financial statements of National Property Investors 5
(the  "Partnership"  or  "Registrant")  have been  prepared in  accordance  with
generally accepted accounting  principles for interim financial  information and
with  the  instructions  to Form  10-QSB  and Item  310(b)  of  Regulation  S-B.
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 NPI Equity  Investments,  Inc.  ("NPI Equity" or the "Managing
General  Partner"),  all adjustments  (consisting of normal recurring  accruals)
considered  necessary  for a fair  presentation  have been  included.  Operating
results for the three month  period ended March 31,  2000,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2000. For further  information,  refer to the financial  statements
and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 1999.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Note C - 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.

The following  transactions  with the affiliates of the Managing General Partner
were incurred during the three months ended March 31, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $ 64      $ 62
 Reimbursement for services of affiliates (included in
   operating and general and administrative expenses,
   and investment properties)                                       38        40

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from all
of the Registrant's  properties for providing property management services.  The
Partnership  paid to such affiliates  approximately  $64,000 and $62,000 for the
three months ended March 31, 2000 and 1999, respectively.

<PAGE>

Affiliates of the Managing General Partner received reimbursement of accountable
administrative  expenses amounting to approximately  $38,000 and $40,000 for the
three months ended March 31, 2000 and 1999, respectively.

Upon the sale of the Partnership's 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.  As of March  31,  2000,  an  incentive  management  fee of  approximately
$290,000 has been accrued related to the sale of The Village in 1998.

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 $300,000.  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.

AIMCO and its affiliates  currently own 48,238 limited  partnership units in the
Partnership  representing  58.461% of the  outstanding  units. A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  58.461%  of the  outstanding  units,  AIMCO is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest of the  Managing  General  Partner  because of their
affiliation with the Managing General Partner.  However,  with respect to 37,101
Units,  AIMCO is  required  to vote such  Units:  (i)  against  any  increase in
compensation payable 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  unit holders.  Except for the foregoing,  no other
limitations  are imposed on AIMCO's ability to influence  voting  decisions with
respect to the Partnership.

Note D - Disclosures about Segments of an Enterprise and Related Information

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's   residential   property   segment  consists  of  three  apartment
complexes,  two of  which  are  located  in  Florida  and  one in  Alabama.  The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the  Partnership  as described in  Partnership's  Annual Report on Form
10-KSB for the year ended December 31, 1999.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
are  managed  separately,  they have been  aggregated  into one  segment as they
provide services with similar types of products and customers.

Segment information for the three months ended March 31, 2000 and 1999, is shown
in the tables below (in  thousands).  The "Other"  column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

                    2000                       Residential    Other      Totals
Rental income                                    $ 1,200       $  --    $ 1,200
Other income                                          59          14         73
Interest expense                                     287          --        287
Depreciation                                         336          --        336
General and administrative expense                    --          54         54
Segment loss                                          61         (40)      (101)
Total assets                                       8,218       1,753       9,971
Capital expenditures for investment
  properties                                         226          --        226

                    1999                      Residential     Other      Totals
Rental income                                   $ 1,127       $  --     $ 1,127
Other income                                         60            6         66
Interest expense                                    266           --        266
Depreciation                                        305           --        305
General and administrative expense                   --           58         58
Segment profit (loss)                                70          (52)        18
Total assets                                      8,684          577      9,261
Capital expenditures for investment
  properties                                        176           --        176

Note E - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operations.  Accordingly, actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

The Partnership's  investment  properties consist of three apartment  complexes.
The following  table sets forth the average  occupancy of the properties for the
three months ended March 31, 2000 and 1999:

                                                   Average Occupancy

      Property                                      2000       1999

      Willow Park on Lake Adelaide                  96%        94%
         Altamonte Springs, Florida
      Oakwood Village at Lake Nan Apartments        94%        95%
         Winter Park, Florida
      Palisades Apartments (1)                      91%        87%
         Montgomery, Alabama

(1)   The  Managing  General  Partner  attributes  the  increase in occupancy to
      improved marketing efforts.

Results of Operations

The  Partnership  realized a net loss of  approximately  $101,000  for the three
month  period  ended  March 31,  2000  compared  to net income of  approximately
$18,000  for the  comparable  period in 1999.  The  increase in net loss for the
three  months  ended March 31,  2000,  is due to an  increase in total  expenses
partially  offset  by an  increase  in total  revenues.  The  increase  in total
expenses is due to  increases  in  operating,  depreciation,  and  property  tax
expenses.  Operating  expense  increased  as a  result  of  maintenance  expense
increases  at Oakwood  Village  and  Palisades.  Maintenance  expense at Oakwood
Village increased as a result of interior painting,  plumbing,  landscaping, and
exterminating cost increases,  while maintenance  expense at Palisades increased
as a result of interior painting,  floor coverings, and exterminating costs. The
increase  in  depreciation  expense  is the  result of assets  placed in service
during the past twelve  months that are now being  depreciated.  The increase in
property  tax expense is due to the timing of the receipt of property  tax bills
for 1999 which affected the accruals as of March 31, 1999. The increase in total
revenues is due to an increase in rental income.  Rental income increased due to
increased rental rates at all of the Partnership's  properties in addition to an
overall increase in occupancy.

Included in general and administrative expenses at both March 31, 2000 and 1999,
are management  reimbursements to the Managing General Partner allowed under the
Partnership  Agreement.  In addition,  costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership agreement are also included.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment 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  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $1,957,000  as  compared to  approximately  $901,000 at March 31,
1999.  For the three  months  ended March 31,  2000,  cash and cash  equivalents
decreased by approximately  $59,000 from the  Partnership's  year ended December
31, 1999.  The  decrease in cash and cash  equivalents  is due to  approximately
$248,000 of cash used in investing activities and approximately $150,000 of cash
used in financing activities partially offset by approximately  $339,000 of cash
provided by operating activities. Cash used in investing activities consisted of
property  improvements and  replacements and net deposits to restricted  escrows
maintained by the mortgage lenders.  Cash used in financing activities consisted
of  principal  payments  made on the  mortgages  encumbering  the  Partnership's
properties and additional  loan costs incurred on the refinancing of Willow Park
Apartments in December 1999 (see discussion below). The Partnership  invests its
working capital reserves in money market accounts.

The Managing  General Partner has extended to the Partnership a $300,000 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 various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal, state and local legal and regulatory requirements. Capital improvements
for each of the Partnership's properties are detailed below.

Willow Park on Lake Adelaide

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately  $57,000  of  capital  improvements  at  Willow  Park,  consisting
primarily of floor covering replacements,  swimming pool enhancements,  plumbing
enhancements, and office furniture replacements.  These improvements were funded
through  operating cash flow. The Partnership  has budgeted,  but is not limited
to, capital  improvements  of  approximately  $132,000 for the year 2000 at this
property  which  consist  primarily of floor  covering  replacements,  appliance
replacements, and HVAC replacements.

Oakwood Village at Lake Nan Apartments

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately  $131,000 of capital  improvements at Oakwood  Village  consisting
primarily of floor  covering  replacements,  structural  improvements,  plumbing
enhancements,  major landscaping, and plumbing enhancements.  These improvements
were  funded  through   replacement   reserves  and  operating  cash  flow.  The
Partnership  is  currently  modifying  the 2000 capital  improvement  budget for
Oakwood  Village  Apartments.  The budget is anticipated  to include  amounts to
cover  the  following   capital   improvement   needs  at  the  property:   HVAC
replacements, floor covering replacements, and appliance replacements.

Palisades Apartments

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately   $38,000  of  capital   improvements  at  Palisades   Apartments,
consisting of floor covering replacement,  roof replacement,  HVAC replacements,
and structural  improvements.  These  improvements were funded through operating
cash  flow.  The  Partnership  has  budgeted,  but is not  limited  to,  capital
improvements of approximately  $360,000 for the year 2000 at this property which
consist primarily of exterior painting, floor covering replacements, HVAC units,
and roof replacement.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

On December 15, 1999, the Partnership refinanced the mortgage encumbering Willow
Park  Apartments.  The interest  rate on the new mortgage is 8.02%,  compared to
8.56%  on the  previous  mortgage.  The  refinancing  replaced  indebtedness  of
$2,873,000  with a new  mortgage  in  the  amount  of  $4,000,000.  Payments  of
approximately  $34,000  are due on the  first day of each  month  until the loan
matures on January 1, 2020.  The prior note was  scheduled to mature in February
2001.  New loan costs of  approximately  $46,000 were paid during the year ended
December  31, 1999.  Additional  loan costs of  approximately  $95,000 were paid
during  the three  month  period  ended  March 31,  2000.  These loan costs were
included in other assets and will be amortized over the life of the loan.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately  $12,376,000  is being  amortized  over  varying
periods with balloon  payments due over periods  ranging from  February  2001 to
January  2020.  The Managing  General  Partner  will  attempt to refinance  such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

No  distributions  were made  during the three  months  ended March 31, 2000 and
1999.  The  Partnership's  distribution  policy is reviewed on an annual  basis.
Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,  refinancings,  and/or  property  sales.  There can be no assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after  required  capital  improvements  to permit further  distributions  to its
partners during the remainder of 2000 or subsequent periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  plaintiffs  seek  monetary  damages and  equitable  relief,
including  judicial  dissolution  of the  Partnership.  On June  25,  1998,  the
Managing General Partner filed a motion seeking dismissal of the action. In lieu
of responding to the motion, the plaintiffs have filed an amended complaint. The
Managing  General  Partner filed  demurrers to the amended  complaint which were
heard  February  1999.   Pending  the  ruling  on  such  demurrers,   settlement
negotiations  commenced.  On November 2, 1999, the parties  executed and filed a
Stipulation of Settlement,  settling claims, subject to final court approval, on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing the Court  received  various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the  alleged  lack of  authority  of class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the  Managing  General  Partner  and  its
affiliates  terminated the proposed settlement.  Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2000.

<PAGE>

                                   SIGNATURES

In accordance with the  requirements 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/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller

                                    Date:


<TABLE> <S> <C>


<ARTICLE>                             5
<LEGEND>

This schedule  contains summary  financial  information  extracted from National
Property  Investors 5 2000 First Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.

</LEGEND>

<CIK>                                 0000355637
<NAME>                                National Property Investors 5
<MULTIPLIER>                                              1,000


<S>                                     <C>
<PERIOD-TYPE>                         3-MOS
<FISCAL-YEAR-END>                     DEC-31-2000
<PERIOD-START>                        JAN-01-2000
<PERIOD-END>                          MAR-31-2000
<CASH>                                                    1,957
<SECURITIES>                                                  0
<RECEIVABLES>                                                 0
<ALLOWANCES>                                                  0
<INVENTORY>                                                   0
<CURRENT-ASSETS>                                              0 <F1>
<PP&E>                                                   30,578
<DEPRECIATION>                                           23,250
<TOTAL-ASSETS>                                            9,971
<CURRENT-LIABILITIES>                                         0 <F1>
<BONDS>                                                  12,376
                                         0
                                                   0
<COMMON>                                                      0
<OTHER-SE>                                               (3,273)
<TOTAL-LIABILITY-AND-EQUITY>                              9,971
<SALES>                                                       0
<TOTAL-REVENUES>                                          1,273
<CGS>                                                         0
<TOTAL-COSTS>                                                 0
<OTHER-EXPENSES>                                          1,374
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                          287
<INCOME-PRETAX>                                               0
<INCOME-TAX>                                                  0
<INCOME-CONTINUING>                                           0
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                               (101)
<EPS-BASIC>                                               (1.19)<F2>
<EPS-DILUTED>                                                 0
<FN>

<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.

</FN>


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission