<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarterly Ended SEPTEMBER 30, 1996
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
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 SEPTEMBER 30, 1996
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, September 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . 1
Statements of Operations,
Nine and Three Months Ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . 2
Statement of Partners' Equity (Deficiency),
Nine Months Ended September 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . 3
Statements of Cash Flows,
Nine Months Ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . 4
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 9
PART II. OTHER INFORMATION
Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
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REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
ASSETS
<TABLE>
<CAPTION>
1996 1995
(Unaudited) (Audited)
------------ ------------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 1,339,185 $ 1,103,818
CASH AND CASH EQUIVALENTS (Note 1) 1,971,663 1,876,153
OTHER ASSETS 600 -
------------ ------------
TOTAL ASSETS $ 3,311,448 $ 2,979,971
============ ============
LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY)
LIABILITIES:
Accounts payable $ 574 $ 30,013
------------ ------------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
PARTNERS' EQUITY (DEFICIENCY):
General partners (124,238) (127,847)
Limited partners 3,435,112 3,077,805
------------ ------------
3,310,874 2,949,958
------------ ------------
TOTAL LIABILITIES AND PARTNERS'
EQUITY (DEFICIENCY) $ 3,311,448 $ 2,979,971
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
1
<PAGE> 4
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
Nine months Three months Nine months Three months
ended ended ended ended
Sept. 30, 1996 Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 199
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
INTEREST INCOME $ 51,755 $ 19,357 $ 44,036 $ 16,437
------------- ------------- ------------- -------------
OPERATING EXPENSES:
Legal and accounting 41,192 1,535 30,649 1,579
Management fees - general partner 190,836 63,612 190,836 63,612
Administrative (Note 3) 31,108 9,066 39,963 12,625
------------- ------------- ------------- -------------
Total operating expenses 263,136 74,213 261,448 77,816
------------- ------------- ------------- -------------
LOSS FROM OPERATIONS (211,381) (54,856) (217,412) (61,379)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED
AS INCOME (Note 2) 197,297 77,384 220,005 12,000
EQUITY IN INCOME OF LIMITED
PARTNERSHIP AND AMORTI-
ZATION OF ACQUISITION
COSTS (Note 2) 375,000 125,000 375,000 125,000
------------- ------------- ------------- -------------
NET INCOME $ 360,916 $ 147,528 $ 377,593 $ 75,621
============= ============= ============= =============
NET INCOME PER
LIMITED PARTNERSHIP
INTEREST (Note 1) $ 46 $ 19 $ 48 $ 10
============= ============= ============= =============
</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, 1996
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS,
September 30, 1996 7,808
==========
EQUITY (DEFICIENCY),
January 1, 1996 $ (127,847) $3,077,805 $2,949,958
Net income for the nine months
ended September 30, 1996 3,609 357,307 360,916
---------- ---------- ----------
EQUITY (DEFICIENCY),
September 30, 1996 $ (124,238) $3,435,112 $3,310,874
=========== ========== ==========
</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, 1996 AND 1995
(Unaudited)
<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 360,916 $ 377,593
Adjustments to reconcile net income to
net cash (used in) provided by operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (375,000) (375,000)
Increase in other assets (600) -
Decrease in accounts payable (29,439) (9,080)
----------- -----------
Net cash (used in) provided by operating
activities (44,123) (6,487)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships recognized
as a return of capital 139,633 132,076
----------- -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 95,510 125,589
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,876,153 1,708,014
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $1,971,663 $1,833,603
=========== ===========
</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, 1996
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, 1995 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, 1996, and the results of operations for
the nine and three months then 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.
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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
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.
5
<PAGE> 8
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
NOTE 1 - SUMMARY OF SIGNIIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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, 1996. 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
as of September 30, 1996:
<TABLE>
<S> <C>
Balance, beginning of period $1,103,818
Cash distributions recognized as a return of capital (139,633)
Amortization of acquisition costs (12,000)
Equity in income of limited partnerships 387,000
----------
Balance, end of period $1,339,185
==========
</TABLE>
6
<PAGE> 9
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The following are unaudited combined estimated statements of
operations for the nine and three months ended September 30, 1996 and
1995 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, 1996 Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 1995
-------------- -------------- --------------- --------------
<S> <C> <C> <C> <C>
REVENUES
Rental income $9,462,000 $3,154,000 $9,600,000 $3,200,000
EXPENSES
Depreciation 1,413,000 471,000 1,590,000 530,000
Interest 4,137,000 1,379,000 4,194,000 1,398,000
Operating 3,975,000 1,325,000 3,930,000 1,310,000
---------- ---------- ---------- ----------
9,525,000 3,175,000 9,714,000 3,238,000
---------- ---------- ---------- ----------
Net loss $ (63,000) $ (21,000) $ (114,000) $ (38,000)
========== ========== ========== ==========
</TABLE>
NAPICO, or one of its affiliates, is the general partner and property
management agent for certain of the limited partnerships included
above.
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
$191,000 for the nine months ended September 30, 1996 and 1995.
The Partnership reimburses NAPICO for certain expenses. The
reimbursement paid to NAPICO was approximately $14,600 and $13,300
for the nine months ended September 30, 1996 and 1995, respectively,
and is included in administrative expenses.
7
<PAGE> 10
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1996
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.
NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about
Fair Value of Financial Instruments," requires disclosure of fair
value information about financial instruments. The carrying amount of
assets and liabilities reported on the balance sheets that require
such disclosure approximates fair value due to their short-term
maturity.
8
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REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1996
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. Losses incurred after the limited partnership
investment account is reduced to zero are not recognized in accordance
with the equity accounting method. At September 30, 1996, the
Partnership has investments in 19 limited partnerships, all of which
had operations.
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.
9
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REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1996
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.
10
<PAGE> 13
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1996
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
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> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 1,971,663
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,972,263
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,311,448
<CURRENT-LIABILITIES> 574
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,310,874
<TOTAL-LIABILITY-AND-EQUITY> 3,311,448
<SALES> 0
<TOTAL-REVENUES> 624,052
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 263,136
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 360,916
<INCOME-TAX> 0
<INCOME-CONTINUING> 360,916
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 360,916
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
