REAL ESTATE ASSOCIATES LTD V
10-Q, 1995-11-17
REAL ESTATE
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<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 SEPTEMBER 30, 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
                                 -----     -----
<PAGE>   2

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1995





<TABLE>
<S>                                                                                                                        <C>
PART I.  FINANCIAL INFORMATION

      Item 1.  Financial Statements

            Balance Sheets, September 30, 1995 and December 31, 1994  . . . . . . . . . . . . . . . . . . . . . . . .       1

            Statements of Operations,
                   Nine and Three Months Ended September 30, 1995 and 1994  . . . . . . . . . . . . . . . . . . . . .       2

            Statement of Partners' Equity,
                   Nine Months Ended September 30, 1995   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       3

            Statements of Cash Flows,
                   Nine Months Ended September 30, 1995 and 1994  . . . . . . . . . . . . . . . . . . . . . . . . . .       4

            Notes to Financial Statements   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       5

      Item 2.  Management's Discussion and Analysis 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

                    SEPTEMBER 30, 1995 AND DECEMBER 31, 1994



<TABLE>
<CAPTION>
                                                 ASSETS

                                                                         1995                  1994
                                                                      (Unaudited)            (Audited) 
                                                                      -----------            ----------
<S>                                                                    <C>                   <C>
INVESTMENTS IN LIMITED PARTNERSHIPS                                    $1,127,307            $  884,383
CASH AND CASH EQUIVALENTS                                               1,833,603             1,708,014
                                                                       ----------            ----------
      TOTAL ASSETS                                                     $2,960,910            $2,592,397
                                                                       ==========            ==========
                                                                      
                                       LIABILITIES AND PARTNERS' EQUITY
                                                                      
LIABILITIES:                                                          
      ACCOUNTS PAYABLE                                                 $   23,070            $   32,150
PARTNERS' EQUITY                                                        2,937,840             2,560,247
                                                                       ----------            ----------
      TOTAL LIABILITIES AND PARTNERS' EQUITY                           $2,960,910            $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

            NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                  (Unaudited)


<TABLE>
<CAPTION>
                                                     Nine months             Three months         Nine months         Three months
                                                        ended                   ended                ended                ended
                                                   Sept. 30, 1995           Sept. 30, 1995       Sept. 30, 1994      Sept. 30, 1994
                                                   --------------           --------------       --------------      --------------
<S>                                                  <C>                       <C>                  <C>                 <C>
INTEREST INCOME                                       $ 44,036                 $ 16,437             $  32,072           $  13,311
                                                     ---------                 --------             ---------           ---------
OPERATING EXPENSES                                                                                                      
     Management fees-general partner                   190,836                   63,612               190,836              63,612
     General and administrative                         70,612                   14,204                75,006              12,631
                                                     ---------                 --------             ---------           ---------
         Total operating expenses                      261,448                   77,816               265,842              76,243
                                                     ---------                 --------             ---------           ---------
LOSS FROM OPERATIONS                                  (217,412)                 (61,379)             (233,770)            (62,932)
DISTRIBUTIONS RECOGNIZED                                                                                                
     AS INCOME                                         220,005                   12,000               206,651              16,000
                                                                                                                        
EQUITY IN INCOME OF LIMITED                                                                                             
     PARTNERSHIPS AND AMORTI-                                                                                           
     ZATION OF ACQUISITION COSTS                       375,000                  125,000               196,200              65,400
                                                     ---------                 --------             ---------           ---------
NET INCOME                                           $ 377,593                 $ 75,621             $ 169,081           $  18,468
                                                     =========                 ========             =========           =========
NET INCOME PER LIMITED                                                                                                  
     PARTNERSHIP INTEREST                            $      48                 $     10             $      22           $       2
                                                     =========                 ========             =========           =========
</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 (DEFICIENCY)

                      NINE MONTHS ENDED SEPTEMBER 30, 1995


                                  (Unaudited)


<TABLE>                                 
<CAPTION>                               
                                                       General             Limited
                                                      Partners             Partners               Total  
                                                      ---------           ----------           ----------
<S>                                                   <C>                 <C>                  <C>
PARTNERSHIP INTERESTS                   
      September 30, 1995                                                       7,808
                                                                          ==========
EQUITY (DEFICIENCY),                    
       at January 1, 1995                             $(131,744)          $2,691,991           $2,560,247
Net income for nine months              
      ended September 30, 1995                            3,776              373,817              377,593
                                                      ---------           ----------           ----------
EQUITY (DEFICIENCY),                    
      at September 30, 1995                           $(127,968)          $3,065,808           $2,937,840
                                                      =========           ==========           ==========
</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

                 NINE MONTHS ENDED SEPTEMBER 30, 1995 AND 1994

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                              1995                  1994    
                                                                                           ----------            -----------      
111111111
<S>                                                                                        <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                                           $  377,593             $  169,081
      Adjustments to reconcile net income to net cash
           used in operating activities:
                 Equity in income of limited partnerships                                    (380,700)              (201,900)
                 Amortization of acquisition costs                                              5,700                  5,700
                 (Decrease) increase in accounts payable                                       (9,080)                 1,043
                                                                                           ----------             ----------

                 Net cash used in operating activities                                         (6,487)               (26,076)

CASH FLOWS FROM INVESTING ACTIVITIES:
      Distributions from limited partnerships
           recognized as a return of capital                                                  132,076                168,223
                                                                                           ----------             ----------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                                     125,589                142,147

CASH AND CASH EQUIVALENTS, beginning of period                                              1,708,014              1,596,174
                                                                                           ----------             ----------

CASH AND CASH EQUIVALENTS, end of period                                                   $1,833,603             $1,738,321
                                                                                           ==========             ==========
</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

                               SEPTEMBER 30, 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
         audited 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 September 30, 1995, and the results of operations for
         the three and nine months ended and changes in cash flows for the nine
         months then ended.

         The general partners have a 1 percent interest in profits and losses
         of the Partnership.  The limited partners have the remaining 99
         percent interest which is allocated in proportion to their respective
         individual investments.  National Partnership Investments Corp.
         (NAPICO) is the corporate general partner of the Partnership.

         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.

         NET INCOME PER LIMITED PARTNERSHIP INTEREST

         Net income per limited partnership interest was computed by dividing
         the limited partners' share of net income by the number of limited
         partnership interests outstanding during the year.  The number of
         limited partnership interests was 7,808 for the periods presented.

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents consist of cash and bank certificates of
         deposit with an original maturity of three months or less.

         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.





                                       5
<PAGE>   8

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                         NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 1995


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 September 30, 1995.  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.

         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             (132,076)
         Amortization of acquisition costs                                  (5,700)
         Equity in income of limited partnerships                          380,700
                                                                        ----------
         Balance, end of period                                         $1,127,307
                                                                        ==========
</TABLE>

        The following are unaudited combined estimated statements of operations
        for the limited partnerships in which the Partnership has investments:

<TABLE>
<CAPTION>
                                              Nine months          Three months          Nine months          Three months
                                                 ended                 ended                ended                ended
                                            Sept. 30, 1995        Sept. 30, 1995        Sept. 30, 1994       Sept. 30, 1994
                                            --------------        --------------        --------------       --------------
         <S>                                  <C>                    <C>                   <C>                 <C>
         REVENUES                                                                                              
              Rental income                   $9,600,000             $3,200,000            $9,141,000          $3,047,000
                                              ----------             ----------            ----------          ----------
         EXPENSES                                                                                              
              Depreciation                     1,590,000                530,000             1,461,000             487,000
              Interest                         4,194,000              1,398,000             4,395,000           1,465,000
              Operating                        3,930,000              1,310,000             3,672,000           1,224,000
                                              ----------             ----------            ----------          ----------
                                               9,714,000              3,238,000             9,528,000           3,176,000
                                              ----------             ----------            ----------          ----------
              Net loss                        $ (114,000)            $  (38,000)           $ (387,000)         $ (129,000)
                                              ==========             ==========            ==========          ========== 
</TABLE>

         NAPICO, or one of its affiliates, is the general partner and property
         management agent for certain of the limited partnerships included
         above.





                                       6
<PAGE>   9

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                         NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 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 NAPICO 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
         $190,800 for the nine months ended September 30, 1995 and 1994.

         The Partnership reimburses NAPICO for certain expenses.  In 1995, the
         reimbursement to NAPICO of $13,365 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)

                               SEPTEMBER 30, 1995


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

         LIQUIDITY AND CAPITAL RESOURCES

         The Partnership's primary sources of funds 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

         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.

         Operating expenses consist primarily of recurring general and
         administrative expenses and professional fees for services rendered to
         the Partnership.  In addition, an annual Partnership management fee in
         an amount equal to .4 percent of invested assets is payable to the
         corporate general partner.  Operating expenses are consistent with the
         prior year.

         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 September 30, 1995, the Partnership has
         investments in 19 limited partnerships, all of which had operations.
         The increase in equity in income for 1995 over 1994 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.





                                       8
<PAGE>   11

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 1995


PART II.   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

The corporate general partner is a plaintiff or defendant in several lawsuits.
None of these are 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.





                                       9
<PAGE>   12

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 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: ____________________________________



                                  By: _______________________________________
                                      Bruce Nelson
                                      President



                                  Date: _____________________________________



                                  By: _______________________________________
                                      Shawn Horwitz
                                      Executive Vice President and
                                      Chief Financial Officer





                                       10

<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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                       1,833,603
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,833,603
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               2,960,910
<CURRENT-LIABILITIES>                           23,070
<BONDS>                                              0
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                   2,937,840
<TOTAL-LIABILITY-AND-EQUITY>                 2,960,910
<SALES>                                              0
<TOTAL-REVENUES>                               639,041
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               261,448
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                377,593
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            377,593
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   377,593
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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