<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of
1934
FOR QUARTER ENDED MARCH 31, 1995
COMMISSION FILE NUMBER 2-77645
REAL ESTATE ASSOCIATES LIMITED V
A CALIFORNIA LIMITED PARTNERSHIP
I.R.S. EMPLOYER IDENTIFICATION NO. 95-3768810
9090 Wilshire Blvd., Suite 201
Beverly Hills, Calif. 90211
Registrant's Telephone Number,
Including Area Code (310) 278-2191
Securities Registered Pursuant to
Section 12(b) or 12(g) of the Act
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed with the Commission by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding twelve 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
--- ---
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REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1995
PART I. FINANCIAL INFORMATION
<TABLE>
<S> <C> <C>
Item 1. Financial Statements
Balance Sheets, March 31, 1995 and December 31, 1994 . . . . . . . . . . . . . . . . . . . 1
Statements of Operations,
Three Months Ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . 2
Statement of Partners' Equity,
Three Months Ended March 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Statements of Cash Flows,
Three Months Ended March 31, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 2. Management's Analysis and Discussion of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 8
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
<PAGE> 3
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1995 AND DECEMBER 31, 1994
ASSETS
<TABLE>
<CAPTION>
1995 1994
(Unaudited) (Audited)
----------- -----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS $ 883,271 $ 884,383
CASH AND CASH EQUIVALENTS 1,838,374 1,708,014
---------- ----------
TOTAL ASSETS $2,721,645 $2,592,397
========== ==========
LIABILITIES AND PARTNERS' EQUITY
ACCOUNTS PAYABLE $ 39,796 $ 32,150
PARTNERS' EQUITY 2,681,849 2,560,247
---------- ----------
TOTAL LIABILITIES AND PARTNERS' EQUITY $2,721,645 $2,592,397
========== ==========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
1
<PAGE> 4
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(Unaudited)
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 1995 March 31, 1994
-------------- --------------
<S> <C> <C>
INTEREST INCOME $ 12,821 $ 8,536
---------- ---------
OPERATING EXPENSES
Management fees 63,612 63,612
General and administrative 36,024 41,957
---------- ---------
Total operating expenses 99,636 105,569
---------- ---------
LOSS FROM OPERATIONS (86,815) (97,033)
DISTRIBUTIONS RECOGNIZED AS INCOME 83,417 26,856
EQUITY IN INCOME OF LIMITED PARTNERSHIPS
AND AMORTIZATION OF ACQUISITION COSTS 125,000 65,400
---------- ---------
NET INCOME (LOSS) $ 121,602 $ (4,777)
========== =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
2
<PAGE> 5
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENT OF PARTNERS' EQUITY
THREE MONTHS ENDED MARCH 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
----------- ---------- ----------
<S> <C> <C> <C>
EQUITY (DEFICIENCY),
at January 1, 1995 $(131,744) $2,691,991 $2,560,247
Net income for three months
ended March 31, 1995 1,216 120,386 121,602
---------- ----------- -----------
EQUITY (DEFICIENCY),
at March 31, 1995 $(130,528) $2,812,377 $2,681,849
========= ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
3
<PAGE> 6
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1995 AND 1994
(Unaudited)
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 121,602 $ (4,777)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Equity in income of limited partnerships (126,900) (67,300)
Amortization of acquisition costs 1,900 1,900
Increase in accounts payable 7,646 15,290
---------- ----------
Net cash provided by (used in) operating activities 4,248 (54,887)
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships
recognized as a return of capital 126,112 8,255
---------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 130,360 (46,632)
CASH AND CASH EQUIVALENTS, beginning of period 1,708,014 1,596,174
---------- ----------
CASH AND CASH EQUIVALENTS, end of period $1,838,374 $1,549,542
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE> 7
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995
NOTE 1 - SUMMARY OF SIGNIIFICANT ACCOUNTING POLICIES
GENERAL
The information contained in the following notes to the financial
statements is condensed from that which would appear in the annual
financial statements; accordingly, the financial statements included herein
should be reviewed in conjunction with the financial statements and related
notes thereto contained in the Annual Report for the year ended December
31, 1994 prepared by Real Estate Associates Limited V (the "Partnership").
Accounting measurements at interim dates inherently involve greater
reliance on estimates than at year end. The results of operations for the
interim period presented are not necessarily indicative of the results for
the entire year.
In the opinion of the Partnership, the accompanying unaudited financial
statements contain all adjustments (consisting primarily of normal
recurring accruals) necessary to present fairly the financial position as
of March 31, 1995, and the results of operations and changes in cash flows
for the three months then ended.
METHOD OF ACCCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS
The investment in limited partnerships is accounted for on the equity
method. Acquisition, selection and other costs related to the acquisition
of the projects are capitalized as part of the investment balance.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash and bank certificates of deposit.
INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership had acquired limited partnership interests in 20 limited
partnerships and has limited partnership interests in 19 limited
partnerships at December 31, 1994. The partnerships own residential rental
projects consisting of 1,319 apartment units. The mortgage loans of these
projects are insured by various governmental agencies.
The Partnership, as a limited partner, is entitled to 75 percent to 99
percent of the profits and losses in these limited partnerships.
5
<PAGE> 8
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Equity in losses of limited partnerships is recognized in the financial
statements until the limited partnership investment account is reduced to a
zero balance. Losses incurred after the limited partnership investment
account is reduced to zero are not recognized.
Distributions from the limited partnerships are accounted for as a return
of capital until the investment balance is reduced to zero or to a negative
amount equal to further capital contributions required. Subsequent
distributions received are recognized as income.
The following is a summary of the investment in limited partnerships:
<TABLE>
<S> <C>
Balance, beginning of period $ 884,383
Cash distributions recognized as a return of capital (126,112)
Amortization of acquisition costs (1,900)
Equity in income of limited partnerships 126,900
----------
Balance, end of period $ 883,271
==========
</TABLE>
Selected estimated operating information of the limited partnerships in
which the Partnership has invested is as follows:
<TABLE>
<CAPTION>
Three months Three months
ended ended
March 31, 1995 March 31, 1994
-------------- --------------
<S> <C> <C>
REVENUES
Rental income $3,200,000 $3,047,000
EXPENSES
Depreciation 530,000 487,000
Interest 1,398,000 1,465,000
Operating 1,310,000 1,224,000
---------- ----------
3,238,000 3,176,000
---------- ----------
Net loss $ (38,000) $ (129,000)
========== ==========
</TABLE>
6
<PAGE> 9
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1995
NOTE 3 - MANAGEMENT FEES AND EXPENSES DUE TO GENERAL PARTNER
Under the terms of the Restated Certificate and Agreement of Limited
Partners, the Partnership is obligated to the general partner for an
annual management fee equal to 0.4 percent of the invested assets of the
limited partnerships. Invested assets are defined as the costs of
acquiring project interests, including the proportionate amount of the
mortgage loans related to the Partnership's interests in the capital
accounts of the respective partnerships. The fee was approximately
$63,600 for the three months ended March 31, 1995 and 1994.
The Partnership reimburses NAPICO for certain expenses. In 1995, the
reimbursement to NAPICO of $4,455 has been paid and included in the
Partnership's operating expenses.
NOTE 4 - CONTINGENCIES
The corporate general partner of the Partnership is a plaintiff in
various lawsuits and has also been a defendant in other lawsuits arising
from transactions in the ordinary course of business. In the opinion of
management and the corporate general partners, the claims will not result
in any material liability to the Partnership.
7
<PAGE> 10
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1995
ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary source of funds is the proceeds from the public
offering. Other sources include interest income earned from investing
available cash and distributions from limited partnerships in which the
Partnership has invested. It is not expected that any of the local limited
partnerships in which the Partnership has invested will generate cash flow
sufficient to provide for distributions to limited partners in any material
amount.
RESULTS OF OPERATIONS
The Partnership was formed to provide various benefits to its partners as
discussed in Item 1 of the annual 10-K report. It is anticipated that the
local limited partnerships in which REAL V has invested could produce tax
losses for as long as 20 years. The Partnership will seek to defer income
taxes by not selling any projects or project interests within 10 years,
except to qualified tenant cooperatives, or when proceeds of the sale would
supply sufficient cash to enable the partners to pay applicable taxes.
Tax benefits will decline over time as the advantages of accelerated
depreciation are greatest in the earlier years, as deductions for interest
expense will decrease as mortgage principal is amortized and as the Tax
Reform Act of 1986 limits the deductions available.
The Partnership accounts for its investments in the local limited
partnerships on the equity method, thereby adjusting its investment balance
by its proportionate share of the income or loss of the local limited
partnerships. At March 31, 1995, the Partnership has investments in 19
limited partnerships, all of which had operations. The increase in equity
in income for 1994, 1993 and 1992 is because the investment balances for
certain of the local limited partnerships were reduced to zero and the
related losses were not recognized in accordance with the equity method of
accounting.
Distributions received from limited partnerships are recognized as return
of capital until the investment balance has been reduced to zero or to a
negative amount equal to future capital contributions required. Subsequent
distributions received are recognized as income.
Except for certificates of deposit and money market funds, the
Partnership's investments are entirely interests in other limited
partnerships primarily owning government assisted projects. Available cash
is invested in these funds earning interest income as reflected in the
statement of operations. These funds can be converted to cash to meet
obligations as they arise. The Partnership intends to continue investing
available funds in this manner.
Partnership revenues consist primarily of interest income earned on
certificates of deposit and other temporary investment of funds not
required for investment in local partnerships.
8
<PAGE> 11
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1995
ITEM 2. MANAGEMENT'S ANALYSIS AND DISCUSSION OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
A recurring partnership expense is the annual management fee. The fee is
payable to the corporate general partner of the Partnership and is
calculated as a percentage of the Partnership's invested assets. The fee
is payable beginning with the month following the Partnership's initial
investment in a local limited partnership.
Operating expenses exclusive of management fees and interest consist
substantially of professional fees for services rendered to the Partnership
and recurring general and administrative expenses.
The Partnership, as a limited partner in the local limited partnerships in
which it has invested, is subject to the risks incident to the
construction, management, and ownership of improved real estate. The
Partnership investments are also subject to adverse general economic
conditions, and accordingly, the status of the national economy, including
substantial unemployment and concurrent inflation, could increase vacancy
levels, rental payment defaults, and operating expenses, which in turn,
could substantially increase the risk of operating losses for the projects.
9
<PAGE> 12
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1995
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
As of March 31, 1995, REAL V's corporate general partner was a plaintiff or
defendant in several suits. None of these suits were related to REAL V.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) No exhibits are required per the provision of item 7 of regulation
S-K.
10
<PAGE> 13
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
By: National Partnership Investments Corp.
General Partner
Date: 5/17/95
-------------------------------------
By: /s/ BRUCE E. NELSON
-------------------------------------
Bruce E. Nelson
President
Date: 5/17/95
-------------------------------------
By: /s/ SHAWN HORWITZ
-------------------------------------
Shawn Horwitz
Executive Vice President and
Chief Financial Officer
11
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 1,838,374
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,838,374
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,721,645
<CURRENT-LIABILITIES> 39,796
<BONDS> 0
<COMMON> 0
0
0
<OTHER-SE> 2,681,849
<TOTAL-LIABILITY-AND-EQUITY> 2,721,645
<SALES> 0
<TOTAL-REVENUES> 221,238
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 99,636
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 121,602
<INCOME-TAX> 0
<INCOME-CONTINUING> 121,602
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 121,602
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
