<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 MARCH 31, 1997
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
---- ----
<PAGE> 2
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
INDEX TO FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
<S> <C> <C>
Balance Sheets, March 31, 1997 and December 31, 1996.......................................1
Statements of Operations,
Three Months Ended March 31, 1997 and 1996............................................2
Statement of Partners' Equity (Deficiency),
Three Months Ended March 31, 1997.....................................................3
Statements of Cash Flows,
Three Months Ended March 31, 1997 and 1996............................................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>
<PAGE> 3
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
ASSETS
<TABLE>
<CAPTION>
1997 1996
(Unaudited) (Audited)
----------- -----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 1,402,672 $ 1,305,672
CASH AND CASH EQUIVALENTS (Note 1) 1,937,480 1,953,506
----------- -----------
TOTAL ASSETS $ 3,340,152 $ 3,259,178
=========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY)
LIABILITIES:
Accounts payable $ 3,015 $ 9,978
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
PARTNERS' EQUITY (DEFICIENCY):
General partners (123,975) (124,854)
Limited partners 3,461,112 3,374,054
----------- -----------
3,337,137 3,249,200
----------- -----------
TOTAL LIABILITIES AND PARTNERS'
EQUITY (DEFICIENCY) $ 3,340,152 $ 3,259,178
=========== ===========
</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
THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
INTEREST INCOME $ 21,578 $ 16,196
--------- ---------
OPERATING EXPENSES:
Legal and accounting 12,914 26,136
Management fees - general partner (Note 3) 63,612 63,612
Administrative (Note 3) 18,829 9,455
--------- ---------
Total operating expenses 95,355 99,203
--------- ---------
LOSS FROM OPERATIONS (73,777) (83,007)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 64,714 87,708
EQUITY IN INCOME OF LIMITED
PARTNERSHIP AND AMORTI-
ZATION OF ACQUISITION
COSTS (Note 2) 97,000 125,000
--------- ---------
NET INCOME $ 87,937 $ 129,701
========= =========
NET INCOME PER LIMITED PARTNERSHIP
INTEREST (Note 1) $ 11 $ 17
========= =========
</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)
THREE MONTHS ENDED MARCH 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
---------- ---------- ----------
PARTNERSHIP INTERESTS,
<S> <C> <C> <C>
March 31, 1997 7,808
==========
EQUITY (DEFICIENCY),
January 1, 1997 $ (124,854) $3,374,054 $3,249,200
Net income for the three months
ended March 31, 1997 879 87,058 87,937
---------- ---------- ----------
EQUITY (DEFICIENCY),
March 31, 1997 $ (123,975) $3,461,112 $3,337,137
========== ========== ==========
</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, 1997 AND 1996
(Unaudited)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 87,937 $ 129,701
Adjustments to reconcile net income to
net cash used in operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (97,000) (125,000)
Decrease in accounts payable (6,963) (11,149)
----------- -----------
Net cash used in operating activities (16,026) (6,448)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions from limited partnerships recognized
as a return of capital -- 91,967
----------- -----------
NET (DECREASE) INCREASE IN CASH
AND CASH EQUIVALENTS (16,026) 85,519
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,953,506 1,876,153
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,937,480 $ 1,961,672
=========== ===========
</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, 1997
NOTE 1 - SUMMARY OF SIGNIFICANT 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, 1996 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, 1997, and the results of operations and changes
in cash flows for the three 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 ACCOUNTING 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 and are being amortized
on a straight line basis over the estimated lives of the
underlying assets, which is generally 30 years.
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)
MARCH 31, 1997
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. The Partnership has its cash and cash
equivalents on deposit primarily with one high credit
quality financial institution. Such cash and cash
equivalents are in excess of the FDIC insurance limit.
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.
IMPAIRMENT OF LONG-LIVED ASSETS
The Partnership adopted Statement of Financial Accounting
Standards No. 121, Account for the Improvement of
Long-Lived Assets and for Long-Lived Assets To Be Disposed
Of as of January 1, 1996 without a significant effect on
its financial statements. The Partnership reviews
long-lived assets to determine if there has been any
permanent impairment whenever events or changes in
circumstances indicate that the carrying amount of the
asset may not be recoverable. If the sum of the expected
future cash flows is less than the carrying amount of the
assets, the Partnership recognizes an impairment loss.
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 19
limited partnerships at March 31, 1997. 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.
6
<PAGE> 9
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The following is a summary of the investment in limited partnerships as of
March 31, 1997:
<TABLE>
<CAPTION>
<S> <C>
Balance, beginning of period $1,305,672
Cash distributions recognized as a return of capital -
Amortization of acquisition costs (2,000)
Equity in income of limited partnerships 99,000
----------
Balance, end of period $1,402,672
==========
</TABLE>
The following are unaudited combined estimated statements
of operations for the three months ended March 31, 1997 and
1996 for the limited partnerships in which the Partnership
has investments:
<TABLE>
<CAPTION>
1997 1996
----------- -----------
REVENUES
<S> <C> <C>
Rental income $ 3,161,000 $ 3,153,000
EXPENSES
Depreciation 476,000 471,000
Interest 1,340,000 1,379,000
Operating 1,360,000 1,325,000
----------- -----------
3,176,000 3,175,000
----------- -----------
Net loss $ (15,000) $ (22,000)
=========== ===========
</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
$64,000 for the three months ended March 31, 1997 and 1996.
7
<PAGE> 10
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 1997
NOTE 3 - MANAGEMENT FEES AND EXPENSES DUE TO GENERAL PARTNER (CONTINUED)
The Partnership reimburses NAPICO for certain expenses. The
reimbursement paid to NAPICO was $4,665 and $4,455 for the three months
ended March 31, 1997 and 1996, respectively, and is included in
administrative expenses.
NOTE 4 - CONTINGENCIES
The corporate general partner of the Partnership is involved in various
lawsuits arising from transactions in the ordinary course of business.
In the opinion of management and the corporate general partner, 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
<PAGE> 11
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1997
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.
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.
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
<PAGE> 12
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
MARCH 31, 1997
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The corporate general partner is involved in various 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)
MARCH 31, 1997
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
Date:
------------------------------------------
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-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 1,937,480
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,937,480
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,340,152
<CURRENT-LIABILITIES> 3,015
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,337,137
<TOTAL-LIABILITY-AND-EQUITY> 3,340,152
<SALES> 0
<TOTAL-REVENUES> 183,292
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 95,355
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 87,937
<INCOME-TAX> 0
<INCOME-CONTINUING> 87,937
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 87,937
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
