<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, 1998
Commission File Number 0-12438
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 SEPTEMBER 30, 1998
<TABLE>
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets, September 30, 1998 and December 31, 1997 ..............................................1
Statements of Operations,
Nine and Three Months Ended September 30, 1998 and 1997 ..........................................2
Statement of Partners' Equity (Deficiency),
Nine Months Ended September 30, 1998 .............................................................3
Statements of Cash Flows,
Nine Months Ended September 30, 1998 and 1997 ....................................................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 ............................................................................12
Item 6. Exhibits and Reports on Form 8-K ......................................................................12
Signatures .....................................................................................................13
</TABLE>
<PAGE> 3
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
SEPTEMBER 30, 1998 AND DECEMBER 31, 1997
ASSETS
<TABLE>
<CAPTION>
1998
(Unaudited) 1997
----------- -----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 1,970,005 $ 1,616,811
CASH AND CASH EQUIVALENTS (Note 1) 1,886,276 2,178,637
----------- -----------
TOTAL ASSETS $ 3,856,281 $ 3,795,448
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable $ 121,040 $ 176,735
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
PARTNERS' EQUITY (DEFICIENCY):
General partners (119,992) (121,158)
Limited partners 3,855,233 3,739,871
----------- -----------
3,735,241 3,618,713
----------- -----------
TOTAL LIABILITIES AND PARTNERS'
EQUITY $ 3,856,281 $ 3,795,448
=========== ===========
</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, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
Nine months Three months Nine months Three months
ended ended ended ended
Sept. 30, 1998 Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
INTEREST INCOME $ 74,158 $ 24,221 $ 60,437 $ 24,636
--------- --------- --------- ---------
OPERATING EXPENSES:
Legal and accounting 58,947 15,050 110,717 58,189
Management fees - general partner (Notes 2 and 3) 190,836 63,612 190,836 63,612
Administrative (Note 3) 380,660 204,704 45,887 16,857
--------- --------- --------- ---------
Total operating expenses 630,443 283,366 347,440 138,658
--------- --------- --------- ---------
LOSS FROM OPERATIONS (556,285) (259,145) (278,003) (114,022)
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 309,813 32,400 404,783 263,727
EQUITY IN INCOME OF LIMITED
PARTNERSHIP AND AMORTI-
ZATION OF ACQUISITION
COSTS (Note 2) 363,000 121,000 291,000 97,000
--------- --------- --------- ---------
NET INCOME (LOSS) $ 116,528 $(105,745) $ 417,780 $ 246,705
========= ========= ========= =========
NET INCOME (LOSS) PER LIMITED
PARTNERSHIP INTEREST (Note 1) $ 15 $ (14) $ 54 $ 32
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these
financial statements.
2
<PAGE> 5
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998
(Unaudited)
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
---------- ---------- ----------
<S> <C> <C> <C>
PARTNERSHIP INTERESTS 7,808
==========
EQUITY (DEFICIENCY),
January 1, 1998 $ (121,158) $3,739,871 $3,618,713
Net income for the nine months
ended September 30, 1998 1,166 115,362 116,528
---------- ---------- ----------
EQUITY (DEFICIENCY),
September 30, 1998 $ (119,992) $3,855,233 $3,735,241
========== ========== ==========
</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
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997
(Unaudited)
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 116,528 $ 417,780
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Equity in income of limited partnerships
and amortization of acquisition costs (363,000) (291,000)
Decrease in accounts payable (55,695) 30,315
----------- -----------
Net cash provided by (used in) operating activities (302,167) 157,095
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital contribution to limited partnerships (102,500) --
Distributions from limited partnerships recognized
as a return of capital 112,306 121,013
----------- -----------
Net cash provided by investing activities 9,806 121,013
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (292,361) 278,108
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 2,178,637 1,953,506
----------- -----------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 1,886,276 $ 2,231,614
=========== ===========
</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, 1998
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, 1997 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, 1998, 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. NAPICO is a wholly owned
subsidiary of Casden Investment Corporation, which is wholly owned by Alan
I. Casden.
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.
5
<PAGE> 8
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. The Partnership has its
cash and cash equivalents on deposit primarily with two high credit quality
financial institutions. 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 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. The partnerships own residential rental projects consisting
of 1,319 apartment units. The mortgage loans of these projects are insured
by the United States Department of Housing and Urban Development ("HUD") or
state 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)
SEPTEMBER 30, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The following is a summary of the investment in limited partnerships for
the nine months ended September 30, 1998:
<TABLE>
<S> <C>
Balance, beginning of period $1,616,811
Capital contributions 102,500
Cash distributions recognized as a return of capital (112,306)
Amortization of acquisition costs (12,000)
Equity in income of limited partnerships 375,000
----------
Balance, end of period $1,970,005
==========
</TABLE>
The following are unaudited combined estimated statements of operations for
the nine and three months ended September 30, 1998 and 1997 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, 1998 Sept. 30, 1998 Sept. 30, 1997 Sept. 30, 1997
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
REVENUES
Rental income $ 9,681,000 $ 3,227,000 $ 9,483,000 $ 3,161,000
----------- ----------- ----------- -----------
EXPENSES
Depreciation 1,434,000 478,000 1,428,000 476,000
Interest 3,960,000 1,320,000 4,020,000 1,340,000
Operating 4,086,000 1,362,000 4,080,000 1,360,000
----------- ----------- ----------- -----------
9,480,000 3,160,000 9,528,000 3,176,000
----------- ----------- ----------- -----------
Net loss $ 201,000 $ 67,000 $ (45,000) $ (15,000)
=========== =========== =========== ===========
</TABLE>
NAPICO, or one of its affiliates, is the general partner and property
management agent for certain of the limited partnerships included above.
Under recently adopted law and policy, HUD has determined not to renew
housing assistance payments contracts ("HAP Contracts") on their existing
terms. In connection with renewals of the HAP Contracts under such new law
and policy, the amount of rental assistance payments under renewed HAP
Contracts will be based on market rentals instead of above market rentals,
which was generally the case under existing HAP Contracts. As a result,
existing HAP Contracts that are renewed in the future on projects insured
by the Federal Housing Administration of HUD ("FHA") will not provide
sufficient cash flow to permit owners of properties to meet the debt
service requirements of these existing FHA-insured mortgages.
7
<PAGE> 10
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
In order to address the reduction in payments under HAP Contracts as a
result of this new policy, the Multi-family Assisted Housing Reform and
Affordability Act of 1997 ("MAHRAA"), which was adopted in October 1997,
provides for the restructuring of mortgage loans insured by the FHA with
respect to properties subject to HAP Contracts that have been renewed under
the new policy. The restructured loans will be held by the current lender
or another lender. Under MAHRAA, an FHA-insured mortgage loan can be
restructured to reduce the annual debt service on such loan. There can be
no assurance that the Partnership will be permitted to restructure its
mortgage indebtedness pursuant to the new HUD rules implementing MAHRAA or
that the Partnership would choose to restructure such mortgage indebtedness
if it were eligible to participate in the MAHRAA program. It should be
noted that there are uncertainties as to the economic impact on the
Partnership of the combination of the reduced payments under the HAP
Contracts and the restructuring of the existing FHA-insured mortgage loans
under MAHRAA. Accordingly, the General Partners are unable to predict with
certainty their impact on the Partnership's future cash flow.
As a result of the foregoing, the Partnership is undergoing an extensive
review of the properties in which the limited partnerships have invested
that are subject to HUD mortgages and which may be sold to the REIT as set
forth below. The Partnership has incurred expenses in connection with this
review by various third party professionals, including accounting, legal,
valuation, structural review and engineering costs, which amounted to
approximately $561,000 through September 30, 1998 and 1997, respectively,
including approximately $327,000 and $52,000 for the nine months ended
September 30, 1998, which are included in general and administrative
expenses.
A real estate investment trust ("REIT") organized by affiliates of NAPICO
has advised the Partnership that it intends to make a proposal to purchase
from the Partnership certain of the limited partnership interests held for
investment by the Partnership.
The REIT proposes to purchase such limited partnership interests for cash,
which it plans to raise in connection with a private placement of its
equity securities. The purchase is subject to, among other things, (i)
consummation of such private placement by the REIT; (ii) the purchase of
the general partnership interests in the local limited partnerships by the
REIT; (iii) the approval of HUD and certain state housing finance agencies;
(iv) the consent of the limited partners to the sale of the local limited
partnership interests held for investment by REAL V; and (v) the
consummation of a minimum number of purchase transactions with other NAPICO
affiliated partnerships.
A consent solicitation statement has been sent to the limited partners
setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together with
certain amendments to the Partnership Agreement and other disclosures of
various conflicts of interest in connection with the proposed transaction.
As of November 2, 1998, the consents of the limited partners to the sale of
the partnership interests and amendments to the Partnership Agreement have
been obtained. In addition, the REIT has completed buy-out negotiations
with a majority of the general partners of the local limited partnerships
and has obtained approval from HUD.
8
<PAGE> 11
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
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, 1998 and 1997.
The Partnership reimburses NAPICO for certain expenses. The reimbursement
paid to NAPICO was approximately $16,000 and $15,000 for the nine months
ended September 30, 1998 and 1997, respectively, and is included in
administrative expenses.
NOTE 4 - CONTINGENCIES
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in Real Estate Associates Limited III (an
affiliated partnership in which NAPICO is the managing general partner) and
two investors holding an aggregate of five units of limited partnership
interest in Real Estate Associates Limited VI (another affiliated
partnership in which NAPICO is the managing general partner) commenced an
action in the United States District Court for the Central District of
California against the Partnership, NAPICO and certain other affiliated
entities. The complaint alleges that the defendants breached their
fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the
consent solicitation statements sent to the limited partners of such
partnerships relating to approval of the transfer of partnership interests
in limited partnerships, owning certain of the properties, to the REIT
(Note 2). The plaintiffs seek preliminary and permanent injunctive relief
and other equitable relief, as well as compensatory and punitive damages.
The managing general partner of such NAPICO partnerships and the other
defendants believe that the plaintiffs' claims are without merit and intend
to contest the action vigorously.
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.
The Partnership has assessed the potential impact of the Year 2000 computer
systems issue on its operations. The Partnership believes that no
significant actions are required to be taken by the Partnership to address
the issue and that the impact of the Year 2000 computer systems issue will
not materially affect the Partnership's future operating results or
financial condition.
9
<PAGE> 12
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1998
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.
10
<PAGE> 13
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
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.
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.
Under recently adopted law and policy, HUD has determined not to renew
housing assistance payments contracts ("HAP Contracts") on their existing
terms. In connection with renewals of the HAP Contracts under such new law
and policy, the amount of rental assistance payments under renewed HAP
Contracts will be based on market rentals instead of above market rentals,
which was generally the case under existing HAP Contracts. As a result,
existing HAP Contracts that are renewed in the future on projects insured
by the Federal Housing Administration of HUD ("FHA") will not provide
sufficient cash flow to permit owners of properties to meet the debt
service requirements of these existing FHA-insured mortgages. In order to
address the reduction in payments under HAP Contracts as a result of this
new policy, the Multi-family Assisted Housing Reform and Affordability Act
of 1997 ("MAHRAA"), which was adopted in October 1997, provides for the
restructuring of mortgage loans insured by the FHA with respect to
properties subject to HAP Contracts that have been renewed under the new
policy. The restructured loans will be held by the current lender or
another lender. Under MAHRAA, an FHA-insured
11
<PAGE> 14
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS (CONTINUED)
mortgage loan can be restructured to reduce the annual debt service on such
loan. There can be no assurance that the Partnership will be permitted to
restructure its mortgage indebtedness pursuant to the new HUD rules
implementing MAHRAA or that the Partnership would choose to restructure
such mortgage indebtedness if it were eligible to participate in the MAHRAA
program. It should be noted that there are uncertainties as to the economic
impact on the Partnership of the combination of the reduced payments under
the HAP Contracts and the restructuring of the existing FHA-insured
mortgage loans under MAHRAA. Accordingly, the General Partners are unable
to predict with certainty their impact on the Partnership's future cash
flow.
As a result of the foregoing, the Partnership is undergoing an extensive
review of the properties in which the limited partnerships have invested
that are subject to HUD mortgages and which may be sold to the REIT as set
forth below. The Partnership has incurred expenses in connection with this
review by various third party professionals, including accounting, legal,
valuation, structural review and engineering costs, which amounted to
approximately $561,000 through September 30, 1998 including approximately
$327,000 and $52,000 for the nine months ended September 30, 1998 and 1997,
respectively, which are included in general and administrative expenses.
A real estate investment trust ("REIT") organized by affiliates of NAPICO
has advised the Partnership that it intends to make a proposal to purchase
from the Partnership certain of the limited partnership interests held for
investment by the Partnership.
The REIT proposes to purchase such limited partnership interests for cash,
which it plans to raise in connection with a private placement of its
equity securities. The purchase is subject to, among other things, (i)
consummation of such private placement by the REIT; (ii) the purchase of
the general partnership interests in the local limited partnerships by the
REIT; (iii) the approval of HUD and certain state housing finance agencies;
(iv) the consent of the limited partners to the sale of the local limited
partnership interests held for investment by REAL V; and (v) the
consummation of a minimum number of purchase transactions with other NAPICO
affiliated partnerships.
A consent solicitation statement has been be sent to the limited partners
setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together with
certain amendments to the Partnership Agreement and other disclosures of
various conflicts of interest in connection with the proposed transaction.
As of November 2, 1998, the consents of the limited partners to the sale of
the partnership interests and amendments to the Partnership Agreement have
been obtained. In addition, the REIT has completed buy-out negotiations
with a majority of the general partners of the local limited partnerships
and has obtained approval from HUD.
12
<PAGE> 15
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On August 27, 1998, two investors holding an aggregate of eight units of
limited partnership interests in Real Estate Associates Limited III (an
affiliated partnership in which NAPICO is the managing general partner) and
two investors holding an aggregate of five units of limited partnership
interest in Real Estate Associates Limited VI (another affiliated
partnership in which NAPICO is the managing general partner) commenced an
action in the United States District Court for the Central District of
California against the Partnership, NAPICO and certain other affiliated
entities. The complaint alleges that the defendants breached their
fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the
consent solicitation statements sent to the limited partners of such
partnerships relating to approval of the transfer of partnership interests
in limited partnerships, owning certain of the properties, to the REIT
(Note 2). The plaintiffs seek preliminary and permanent injunctive relief
and other equitable relief, as well as compensatory and punitive damages.
The managing general partner of such NAPICO partnerships and the other
defendants believe that the plaintiffs' claims are without merit and intend
to contest the action vigorously.
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 report 8-K relating to an unsolicited offer to buy units of limited
partnership interests (the "Units"), as discussed below, was filed with the
Securities and Exchange Commission during the quarter ended September 30,
1998.
On March 2, 1998 and June 26, 1998, Bond Purchase, L.L.C. and Everest
Management, L.L.C.(the "Buyers") made two unsolicited tender offer to buy a
certain number of units in the Partnership for a price of $615 and $150,
respectively, per Unit. The Buyers did not contact the Corporate General
Partner prior to commencing their tender offers. By letter dated July 8,
1998, the Corporate General Partner advised limited partners that it had
determined not to take a position with respect to the tender offers but
cautioned limited partners to consider certain items before determining
whether to tender their Units to the Buyers. Copies of the letters from the
Buyers are attached as Exhibits to this form 10-Q.
13
<PAGE> 16
REAL ESTATE ASSOCIATES LIMITED V
(A CALIFORNIA LIMITED PARTNERSHIP)
SEPTEMBER 30, 1998
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
/s/ PAUL PATIERNO
---------------------------------
Paul Patierno
Chief Financial Officer
Date:
-----------------------------------
/s/ CHARLES BOXENBAUM
---------------------------------
Charles Boxenbaum
Chief Executive Officer
Date:
-----------------------------------
14
<PAGE> 17
BOND PURCHASE. L.L.C.
P.O. Box 26730
Kansas City, MO 64196
March 2, 1998
To the Holders of Limited Partnership Interest in Real Estate Associates
Limited V.
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS FOR $615.00
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in Real Estate Associates Limited V (the Partnership")
for cash in the amount of $615.00 per Unit (which amount will be reduced by any
cash distributions declared by the Partnership after the date of this letter).
Our offer provides you with an opportunity to sell your Units now without the
costly transfer fees and commission costs (typically up to 10%) usually paid by
the seller in secondary market sales. ALL TRANSFER COSTS AND FEES WILL BE PAID
BY BOND PURCHASE, L.L.C.
We believe that it is appropriate for investors to have financial choices.
Our offer gives you, the investor, the ability to make a decision about your
continued involvement with the Partnership. You may no longer wish to continue
with your investment in the Partnership for a number of reasons, including:
- - NO FURTHER IRS FILING
- - HIGHEST OFFER - This offer is higher than the last reported trade of
$250.05 (July 1, 1997 to August 31, 1997) in the secondary market.
- - If you sell your units, 1998 will be the final year for which you receive a
K-1 tax form from the partnership.
- - You may be able to realize a tax loss that would reduce your taxes for
1998.
- - The Partnership was closed sixteen years ago in 1982. Your money has been
tied up for this long period with minimal return.
- - More immediate use for the cash tied up in your investment in the Units.
- - The absence of a formal trading market for the Units and their resulting
relative illiquidity.
<PAGE> 18
- The lack of any current cash distributions.
- General disenchantment with real estate investments, particularly
long-term investments in limited partnerships;
Our offer is limited to 385 of the outstanding Units. If we were to acquire
more than this amount, the administrative costs of our offer would become
burdensome.
We will accept for purchase properly documented Units on a
"first-received, first-buy" basis. You will be paid promptly following
confirmation of a valid, properly executed Agreement of Transfer and other
required transfer documents. We will pay for all Partnership transfer fees and
costs. All tenders of Units will be irrevocable and may not be rescinded or
withdrawn.
We are real estate investors who are not affiliated with the Partnership
or the General Partners. The General Partners of the Partnership have not
analyzed, approved, endorsed or made any recommendation as to acceptance of the
offer. The purchase offer has been determined solely at the discretion of Bond
Purchase, L.L.C. and does not necessarily represent the true market value of
each unit. We are seeking to acquire Units for investment purposes only and not
with a view to their resale.
An Agreement of Transfer is enclosed which you can use to accept our
offer. Please execute page 3 of this document, as well as the Power of
Attorney. Obtain all other required signatures and return the documentation in
the enclosed envelope. Please note that all signatures must be medallion
guaranteed. The transfer cannot be processed without signatures that are
medallion guaranteed and failure to obtain them will result in needless delays.
In addition, place your Unit Certificate in the enclosed envelope. We
encourage you to act immediately if you are interested in accepting our offer as
only 385 Units will be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON APRIL 30, 1998, UNLESS EXTENDED.
Please call William Teel at (816) 421-4670 if you have any questions.
Sincerely,
Bond Purchase, L.L.C.
<PAGE> 19
[EVEREST MANAGEMENT, LLC Letterhead]
- --------------------------------------------------------------------------------
June 26, 1998
To the Holders of Limited Partnership Interests in
REAL ESTATE ASSOCIATES LTD. V
RE: OFFER TO PURCHASE LIMITED PARTNERSHIP INTERESTS
Dear Investor:
We are offering you an opportunity to sell your limited partnership
interests (the "Units") in Real Estate Associates Ltd. V (the "Partnership") for
cash in the amount of $150 per Unit (which amount will be reduced by any cash
distributions made to you by the Partnership after May 31, 1998 and any transfer
fees charged by the Partnership). Our offer provides you with an opportunity to
sell your Units now, without the costly commissions (typically up to 10% with a
minimum of $ 150-200) usually paid by the seller in secondary market sales.
OUR OFFER PRICE EXCEEDS BY $50 PER UNIT THE HIGHEST PRIOR OFFER TO
PURCHASE YOUR UNITS OF WHICH WE ARE AWARE.
THE PARTNERSHIP HAS MADE NO DISTRIBUTIONS FOR A NUMBER OF YEARS. We are
long-term investors and can wait for the properties to be sold. Your choice is
whether to stay in an investment that has not met your expectations, is MAKING
NO CURRENT DISTRIBUTIONS and continue to incur tax liability, or sell your
investment, receive $150 per Unit now and look for other investment
opportunities: You incurred taxable income of $47 per Unit in 1997; such tax
liability is likely to be the same or greater in 1998.
You may no longer wish to continue with your investment in the
Partnership for a number of other reasons, including:
- ELIMINATION OF TROUBLESOME K-1's AND FURTHER IRS AND STATE TAX FILING
REQUIREMENTS BEYOND THE 1998 TAX YEAR.
- Liquidity now. The Partnership was formed over 16 years ago, with an
original investment intent of potential capital gains on sale of the
property.
- Elimination of substantial annual fees for IRA or other pension plan
investors.
- Elimination of significant accounting fees for the preparation of K-1's.
- BECAUSE THERE ARE NO CURRENT DISTRIBUTIONS, IT IS PROBABLY COSTING YOU
MONEY EACH YEAR TO HOLD THIS INVESTMENT.
<PAGE> 20
We are an investment company which buys units in dozens of
under-performing limited partnerships and ARE NOT AFFILIATED WITH THE
PARTNERSHIP OR THE GENERAL PARTNER. We are a tax exempt investor which does not
suffer from the phantom income generated by this Partnership. To date, over
20,000 limited partners nationwide in over 200 limited partnerships have chosen
to sell their partnership units to us. This has made Everest a leading and
reliable choice for limited partnership investors seeking a time-efficient and
cost-efficient liquidity option, which generally does not otherwise exist.
Our offer is limited to only 234 (3%) of the 7,808 outstanding Units. If
we were to acquire more than this amount, the administrative costs of our offer
would become burdensome.
WE WILL ACCEPT FOR PURCHASE PROPERLY DOCUMENTED UNITS ON A
"FIRST-RECEIVED, FIRST-BUY" BASIS. You will be paid promptly following
confirmation by the Partnership of a valid transfer. We are seeking to acquire
Units for Investment purposes only. All investors who tender their Units will
receive no further distributions from the Partnership, including any
distribution on any liquidation of the Partnership's assets. We suggest that you
contact your tax advisor to determine your particular tax consequences from a
sale and your financial advisor regarding secondary market sale opportunities.
All tenders of Units will be irrevocable and may not be rescinded or withdrawn.
AN AGREEMENT OF TRANSFER IS ENCLOSED WHICH YOU CAN USE TO ACCEPT OUR
OFFER. Please execute this document and return it (together with the original
Partnership certificate, if available) in the enclosed envelope. We encourage
you to act immediately if you are interested in accepting our offer, since only
a limited number of Units will be purchased.
OUR OFFER WILL EXPIRE AT 5:00 PM ON JULY 31, 1998.
Please call us at (800) 611-4613 if you have any questions.
Very truly yours,
EVEREST MANAGEMENT, LLC
<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-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 1,886,276
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,886,276
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,856,281
<CURRENT-LIABILITIES> 121,040
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,735,241
<TOTAL-LIABILITY-AND-EQUITY> 3,856,281
<SALES> 0
<TOTAL-REVENUES> 746,971
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 630,443
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 116,528
<INCOME-TAX> 0
<INCOME-CONTINUING> 116,528
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 116,528
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
