REAL ESTATE ASSOCIATES LTD V
10-Q, 1998-05-20
REAL ESTATE
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<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, 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 MARCH 31, 1998


<TABLE>

PART I.  FINANCIAL INFORMATION
<S>                                                                           <C>

 Item 1. Financial Statements

        Balance Sheets, March 31, 1998 and December 31, 1997 ................. 1

        Statements of Operations,
             Three Months Ended March 31, 1998 and 1997 ...................... 2

        Statement of Partners' Equity (Deficiency),
             Three Months Ended March 31, 1998 ............................... 3

        Statements of Cash Flows,
             Three Months Ended March 31, 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

                      MARCH 31, 1998 AND DECEMBER 31, 1997

                                     ASSETS
<TABLE>
<CAPTION>

                                                         1998              1997
                                                     (Unaudited)         (Audited)
                                                     -----------         -----------

<S>                                                  <C>                 <C>        
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)         $ 1,688,790         $ 1,616,811

CASH AND CASH EQUIVALENTS (Note 1)                     2,212,388           2,178,637
                                                     -----------         -----------

TOTAL ASSETS                                         $ 3,901,178         $ 3,795,448
                                                     ===========         ===========


             LIABILITIES AND PARTNERS' EQUITY

LIABILITIES:
Accounts payable                                     $   156,641         $   176,735
                                                     -----------         -----------


COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)


PARTNERS' EQUITY (DEFICIENCY):
General partners                                        (119,900)           (121,158)
Limited partners                                       3,864,437           3,739,871
                                                     -----------         -----------

                                                       3,744,537           3,618,713
                                                     -----------         -----------

TOTAL LIABILITIES AND PARTNERS'
      EQUITY                                         $ 3,901,178         $ 3,795,448
                                                     ===========         ===========
</TABLE>


   The accompanying notes are an integral part of these financial statements.
<PAGE>   4

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                     1998              1997
                                                  ---------         ---------

<S>                                               <C>               <C>      
INTEREST INCOME                                   $  26,852         $  21,578
                                                  ---------         ---------

OPERATING EXPENSES:
Legal and accounting                                 18,185            12,914
Management fees - general partner (Note 3)           63,612            63,612
Administrative (Note 3)                              82,741            18,829
                                                  ---------         ---------

       Total operating expenses                     164,538            95,355
                                                  ---------         ---------

LOSS FROM OPERATIONS                               (137,686)          (73,777)

DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2)                                     142,510            64,714

EQUITY IN INCOME OF LIMITED
PARTNERSHIP AND AMORTI-
ZATION OF ACQUISITION
COSTS (Note 2)                                      121,000            97,000
                                                  ---------         ---------

NET INCOME                                        $ 125,824         $  87,937
                                                  =========         =========


NET INCOME PER LIMITED PARTNERSHIP
INTEREST (Note 1)                                 $      16         $      11
                                                  =========         =========
</TABLE>


   The accompanying notes are an integral part of these financial statements.

<PAGE>   5
                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
                    FOR THE THREE MONTHS ENDED MARCH 31, 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 three months
    ended March 31, 1998                        1,259            124,565           125,824
                                           ----------         ----------        ----------

EQUITY (DEFICIENCY),
       March 31, 1998                      $ (119,900)        $3,864,437        $3,744,537
                                           ==========         ==========        ==========
</TABLE>



   The accompanying notes are an integral part of these financial statements.
<PAGE>   6
                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                    1998                1997
                                                                -----------         -----------
<S>                                                             <C>                 <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                $   125,824         $    87,937
      Adjustments to reconcile net income to
      net cash used in operating activities:
      Equity in income of limited partnerships
      and amortization of acquisition costs                        (121,000)            (97,000)
      Decrease in accounts payable                                  (20,094)             (6,963)
                                                                -----------         -----------

      Net cash used in operating activities                         (15,270)            (16,026)

CASH FLOWS FROM INVESTING ACTIVITIES:
      Distributions from limited partnerships recognized
      as a return of capital                                         49,021                  --
                                                                -----------         -----------


NET INCREASE (DECREASE) IN CASH AND CASH
       EQUIVALENTS                                                   33,751             (16,026)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                    2,178,637           1,953,506
                                                                -----------         -----------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $ 2,212,388         $ 1,937,480
                                                                ===========         ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
<PAGE>   7



                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 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 March 31, 1998, 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. 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)

                                 MARCH 31, 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)

                                 MARCH 31, 1998



NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

      The following is a summary of the investment in limited partnerships for
      the three months ended March 31, 1998:
<TABLE>
<CAPTION>
      <S>                                                         <C>        
      Balance, beginning of period                                $ 1,616,811
      Cash distributions recognized as a return of capital            (49,021)
      Amortization of acquisition costs                                (4,000)
      Equity in income of limited partnerships                        125,000
                                                                  -----------
      Balance, end of period                                      $ 1,688,790
                                                                  ===========
</TABLE>

      The following are unaudited combined estimated statements of operations
      for the three months ended March 31, 1998 and 1997 for the limited
      partnerships in which the Partnership has investments:
<TABLE>
<CAPTION>

                                  Three months        Three months
                                      ended               ended
                                 March 31, 1998      March 31, 1997
                                  -----------         -----------
      <S>                         <C>                 <C>        
      REVENUES
             Rental income        $ 3,227,000         $ 3,161,000
                                  -----------         -----------

      EXPENSES
             Depreciation             478,000             476,000
             Interest               1,320,000           1,340,000
             Operating              1,362,000           1,360,000
                                  -----------         -----------

                                    3,160,000           3,176,000

             Net loss             $   (67,000)        $   (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 recent adopted law and policy, HUD has determined not to renew
      housing assistance payments contracts ("HAP Contracts") on a long term
      basis on the 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

                                        7


<PAGE>   10


                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 1998


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

       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 properties for disposition to the REIT as set forth below, 
       refinancing or re-engineering alternatives for the properties in which 
       the limited partnerships have invested and subject to HUD mortgage and 
       rental subsidy programs. The Partnership has incurred expenses in 
       connection with this review by various third party professionals, 
       including accounting, legal, valuation, structural and engineering costs,
       which amounted to approximately $308,000 as of March 31, 1998, including
        approximately $74,000 for the three months ended March 31, 1998.

       A real estate investment trust ("REIT") organized by an affiliate 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 partner 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 partner 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. As of March 31, 1998, the REIT had
       completed buy-out negotiations with a majority of the general partners of
       the local limited partnerships.

       A proxy is contemplated to 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 transaction.



                                       8

<PAGE>   11


                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 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 $64,000 for the
       three months ended March 31, 1998 and 1997.

       The Partnership reimburses NAPICO for certain expenses. The reimbursement
       paid to NAPICO was approximately $5,200 and $4,700 for the three months
       ended March 31, 1998 and 1997, 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.

       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.

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.



                                       9
<PAGE>   12

 


                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 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 recent adopted law and policy, HUD has determined not to renew
      housing assistance payments contracts ("HAP Contracts") on a long term
      basis on the 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

                                       10


<PAGE>   13



                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1998


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

      RESULTS OF OPERATIONS (CONTINUED)

      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 properties for disposition to the REIT as set forth below, 
      refinancing or re-engineering alternatives for the properties in which 
      the limited partnerships have invested and are subject to HUD mortgage 
      and rental subsidy programs. The Partnership has incurred expenses in 
      connection with this review by various third party professionals, 
      including accounting, legal, valuation, structural and engineering costs,
      which amounted to approximately $308,000 as of March 31, 1998, including
      approximately $74,000 in general and administrative expenses for the 
      three months ended March 31, 1998.

      A real estate investment trust ("REIT") organized by an affiliate 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 partner 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 partner 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. As of March 31, 1998, the REIT had
      completed buy-out negotiations with a majority of the general partners of
      the local limited partnerships.

      A proxy is contemplated to 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 transaction.


                                       11


<PAGE>   14



                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 1998


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.



                                       12


<PAGE>   15


                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 MARCH 31, 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/ BRUCE NELSON
                              ---------------------------------
                              Bruce Nelson
                              President



                        Date: May 18, 1998
                              --------------


                              /s/ CHARLES H. BOXENBAUM
                              ---------------------------------
                              Charles H. Boxenbaum
                              Chief Executive Officer



                        Date: May 18, 1998
                              --------------



                                       13





<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-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       2,212,388
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             2,212,388
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               3,901,178
<CURRENT-LIABILITIES>                          156,641
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   3,744,537
<TOTAL-LIABILITY-AND-EQUITY>                 3,901,178
<SALES>                                              0
<TOTAL-REVENUES>                               290,362
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                             (137,686)
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                125,824
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            125,824
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   125,824
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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