<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended DECEMBER 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, CALIFORNIA 90211
Registrant's Telephone Number, Including Area Code (310) 278-2191
Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or 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 [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
<PAGE> 2
PART I.
ITEM 1. BUSINESS:
Real Estate Associates Limited V ("REAL V" or the "Partnership") is a limited
partnership which was formed under the laws of the State of California on May 7,
1982. On July 7, 1982, Real Estate Associates Limited V offered 1,950 units
consisting of 3,900 Limited Partnership Interests and Warrants to purchase 3,900
Additional Limited Partnership Interests through a public offering, managed by
E.F. Hutton Inc.
The general partners of REAL V are National Partnership Investments Corp.
("NAPICO"), a California Corporation (the "Corporate General Partner"), and
National Partnership Investments Associates II ("NAPIA"), a limited partnership
formed under the California Limited Partnership Act and consisting of Mr.
Charles H. Boxenbaum and two unrelated individuals, as limited partners. The
business of REAL V is conducted primarily by NAPICO.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P. (the "Operating
Partnership"), a majority owned subsidiary of Casden Properties Inc., a real
estate investment trust organized by Alan I. Casden, purchased a 95.25% economic
interest in NAPICO. The current members of NAPICO's Board of Directors are
Charles H. Boxenbaum, Bruce E. Nelson, Alan I. Casden and Henry C. Casden.
REAL V holds limited partnership interests in 3 local limited partnerships as of
December 31, 1998, after selling its interests in 16 local limited partnerships,
in December 1998, to the Operating Partnership. Primarily all of these limited
partnerships own a low income housing project which is subsidized and/or has a
mortgage note payable to or insured by agencies of the federal or local
government.
In order to stimulate private investment in low income housing, the federal
government and certain state and local agencies have provided significant
ownership incentives, including among others, interest subsidies, rent
supplements, and mortgage insurance, with the intent of reducing certain market
risks and providing investors with certain tax benefits, plus limited cash
distributions and the possibility of long-term capital gains. There remain,
however, significant risks. The long-term nature of investments in government
assisted housing limits the ability of REAL V to vary its portfolio in response
to changing economic, financial and investment conditions; such investments are
also subject to changes in local economic circumstances and housing patterns, as
well as rising operating costs, vacancies, rent collection difficulties, energy
shortages and other factors which have an impact on real estate values. These
projects also require greater management expertise and may have higher operating
expenses than conventional housing projects.
Under recent adopted law and policy, the United States Department of Housing and
Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("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. The payments under the renewed HAP Contracts are
not expected to be in an amount that would provide sufficient cash flow to
permit owners of properties subject to HAP Contracts to meet the debt service
requirements of existing loans insured by the Federal Housing Administration of
HUD ("FHA") unless such mortgage loans are restructured. 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 the Section 8
program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a
first mortgage loan which will be amortized on a current basis and a low
interest second mortgage loan payable to FHA which
<PAGE> 3
will only be payable on maturity of the first mortgage loan. This restructuring
results in a reduction in annual debt service payable by the owner of the
FHA-insured mortgage loan and is expected to result in an insurance payment from
FHA to the holder of the FHA-insured loan due to the reduction in the principal
amount. MAHRAA also phases out project-based subsidies on selected properties
serving families not located in rental markets with limited supply, converting
such subsidies to a tenant-based subsidy.
MAHRAA provides that properties begin the restructuring process in federal
fiscal year 1999 (beginning October 1, 1998). On September 11, 1998, HUD issued
interim regulations implementing MAHRAA and final regulations are expected to be
issued in 1999. With respect to the local limited partnerships' expiring HAP
Contracts, it is expected that the HAP payments will be reduced or terminated
pursuant to the terms of MAHRAA.
When the HAP Contracts are subject to renewal, there can be no assurance that
the local limited partnerships in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
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 is uncertain.
The partnerships in which REAL V has invested were, at least initially,
organized by private developers who acquired the sites, or options thereon, and
applied for applicable mortgage insurance and subsidies. REAL V became the
principal limited partner in these local limited partnerships pursuant to
arm's-length negotiations with these developers, or others, who act as general
partners. As a limited partner, REAL V's liability for obligations of the local
limited partnership is limited to its investment. The local general partner of
the local limited partnership retains responsibility for developing,
constructing, maintaining, operating and managing the project. Under certain
circumstances of default, REAL V has the right to replace the general partner of
the local limited partnership, but otherwise does not have control of sale or
refinancing, etc.
Although each of the partnerships in which REAL V has invested generally owns a
project which must compete in the market place for tenants, interest subsidies
and rent supplements from governmental agencies make it possible to offer these
dwelling units to eligible "low income" tenants at a cost significantly below
the market rate for comparable conventionally financed dwelling units in the
area.
<PAGE> 4
During 1998, all of the projects in which REAL V had invested were substantially
rented. The following is a schedule of the status as of December 31, 1998, of
the projects owned by local limited partnerships in which REAL V is a limited
partner.
SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL V HAS AN INVESTMENT
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Units Authorized
For Rental
Assistance
No. of Under Units Percentage of
Name & Location Units Section 8 Occupied Total Units
- --------------- ------ ----------- -------- -----------
<S> <C> <C> <C> <C>
Bickerdike
Chicago, IL 140 140 137 98%
Grandview Place Apartments
Missoula, MT 48 48 48 100%
Richland Three Rivers
Retirement Apartments
Richland, WA 40 40 40 100%
----- ----- -----
TOTALS 228 228 225 99%
====== ======= =======
</TABLE>
<PAGE> 5
ITEM 2. PROPERTIES:
The local limited partnerships in which REAL V holds interests own various
multi-family rental properties. See Item 1 for information pertaining to these
properties.
ITEM 3. 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 organized by an
affiliate of NAPICO. 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 managed partnerships and the other
defendants believe that the plaintiffs' claims are without merit and intend to
contest the action vigorously.
As of December 31, 1998, REAL V's Corporate General Partner was a plaintiff or
defendant in several other lawsuits. None of these suits were related to REAL V.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
In August 1998, a consent solicitation statement was 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, by the Operating
Partnership, together with certain amendments to the Partnership Agreement and
other disclosures of various conflicts of interest in connection with the
proposed transaction. Prior to the sale of the partnership interests, the
consents of the limited partners to the sale and amendments to the Partnership
Agreement were obtained.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED SECURITY
HOLDER MATTERS:
The Limited Partnership Interests are not traded on a public exchange but were
sold through a public offering managed by E.F. Hutton Inc. It is not anticipated
that any public market will develop for the purchase and sale of any partnership
interest. Limited Partnership interests may be transferred only if certain
requirements are satisfied. At December 31, 1998, there were 1,433 registered
holders of units in REAL V. No distributions have been made from the inception
of the Partnership to December 31, 1998. The Partnership has invested in certain
government assisted projects under programs which in many instances restrict the
cash return available to project owners. The Partnership was not designed to
provide cash distributions to investors in circumstances other than refinancing
or disposition of its investments in limited partnerships. In March 1999, the
Partnership made distributions of $2,042,603 to the limited partners and $20,632
to the general partners, which included using proceeds from the sale of the
partnership interests.
<PAGE> 6
ITEM 6. SELECTED FINANCIAL DATA:
<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------------------------------------------------------
1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Loss From Operations $ (723,112) $ (515,423) $ (287,542) $ (287,216) (305,798)
Gain on Sale of Limited
Partnership Interests 849,749 -- -- -- --
Distributions From
Limited Partnerships
Recognized as Income 294,813 381,171 215,140 221,276 218,651
Equity in Income of
Limited Partnerships
and amortization of
acquisition costs (1,148,812) 503,765 371,644 455,651 393,230
----------- ----------- ----------- ----------- -----------
Net (Loss) Income $ (727,362) $ 369,513 $ 299,242 $ 389,711 $ 306,083
=========== =========== =========== =========== ===========
Net (Loss)Income per Limited
Partnership Interest $ (93) $ 47 $ 38 $ 50 39
=========== =========== =========== =========== ===========
Total assets $ 3,086,491 $ 3,795,448 $ 3,259,178 $297,9971 $ 2,592,397
=========== =========== =========== =========== ===========
Investments in Limited
Partnerships $ 294,356 $ 1,616,811 $ 1,305,672 $ 1,103,818 $ 884,383
=========== =========== =========== =========== ===========
</TABLE>
<PAGE> 7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL AND RESULTS OF
OPERATIONS:
LIQUIDITY
The Partnership's primary sources of funds include interest income on money
market funds and certificates of deposit and distributions from local
partnerships in which the Partnership has invested. It is not expected that any
of the local limited partnerships in which the Partnership has invested will
generate cash flow sufficient to provide for distributions to the Partnership's
limited partners in any material amount. The Partnership made a cash
distribution to investors in March 1999, which included using proceeds from the
disposition of its investments in certain limited partnerships.
CAPITAL RESOURCES
REAL V received $9,750,000 in subscriptions for units of limited partnership
interests (at $5,000 per unit) during the period July 7, 1982, to October 4,
1982, pursuant to a registration statement on Form S-11. As of March 31, 1983,
REAL V received an additional $9,765,000 in subscriptions pursuant to the
exercise of warrants and the sale of additional limited partnership interests.
RESULTS OF OPERATIONS
The Partnership was formed to provide various benefits to its partners as
discussed in Item 1. It is anticipated that the local limited partnerships in
which REAL V has invested could produce tax losses for as long as 20 years. Tax
benefits will decline over time as the advantages of accelerated depreciation
are greatest in the earlier years, as deductions for interest expense will
decrease as mortgage principal is amortized and as the Tax Reform Act of 1986
limits the deductions available.
At December 31, 1998, the Partnership has investments in 3 limited partnerships,
all of which own housing projects that were substantially all rented. The
Partnership sold its interests in 16 local partnerships in December 1998. The
Partnership, as a limited partner, is entitled to 75% to 99% of the profits and
losses of the local limited partnerships. 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. 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.
Limited partners are not liable for losses beyond their contributed capital. At
December 31, 1998, the Partnership has a positive investment balance in only two
local limited partnerships.
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.
The total income (losses) from the 19 local limited partnerships that were
allocated to the Partnership were $89,000, $265,000 and $(59,000) for the years
ended December 31, 1998, 1997 and 1996, respectively. However, because losses
incurred after the investment account is reduced to a zero balance are not
recognized, the Partnership recognized equity in (loss) income of limited
partnerships, substantially all from the partnerships with a positive investment
balance, of $(1,148,813), $503,765 and $371,644 for the years ended December 31,
1998, 1997 and 1996, respectively. The loss in 1998 is the result of an
impairment of approximately $1,640,000 recognized to the carrying values of the
investments in certain local limited partnerships. The cumulative amount of the
unrecognized equity in losses of certain limited partnerships was approximately
$21,000 and $7,664,000 as of December 31, 1998 and 1997, respectively.
<PAGE> 8
Distributions from the local limited partnerships in which the Partnership did
not have a positive investment balance were $294,813, $381,171 and $215,140 for
the years ended December 31, 1998, 1997 and 1996, respectively. These amounts
were recognized as income on the accompanying statements of operations, in
accordance with the equity method of accounting.
As of December 31, 1998, 1997 and 1996, the Partnership has cash and cash
equivalents of $1,728,900, $2,178,637 and $1,953,506, respectively.
Substantially all of these amounts are on deposit with two high credit quality
financial institutions, earning interest. As a result of changing financial
institutions where the cash and cash equivalents are on deposit, the interest
rate earned on such deposits in 1998 and 1997 was significantly greater than in
prior years. This resulted in the Partnership earning $95,546, $93,956 and
$65,261 in interest income for the years ended December 31, 1998, 1997 and 1996,
respectively. The amount of interest income varies with market rates available
on deposits and with the amount of funds available for investment. Cash
equivalents can be converted to cash to meet obligations of the Partnership as
they arise. The Partnership intends to continue investing available funds in
this manner.
A recurring partnership expense is the annual management fee. The fee is payable
to the Corporate General Partner of the Partnership and is calculated at .4
percent of the Partnership's invested assets. The management fee is paid to the
Corporate General Partner for its continuing management of partnership affairs.
The fee is payable beginning with the month following the Partnership's initial
investment in a local limited partnership. Since the invested assets did not
change until the end of the three year period ended December 31, 1998,
management fees have remained constant at $254,448 for each of these years.
Under recent adopted law and policy, the United States Department of Housing and
Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("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. The payments under the renewed HAP Contracts are
not expected to be in an amount that would provide sufficient cash flow to
permit owners of properties subject to HAP Contracts to meet the debt service
requirements of existing loans insured by the Federal Housing Administration of
HUD ("FHA") unless such mortgage loans are restructured. 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 the Section 8
program. Under MAHRAA, an FHA-insured mortgage loan can be restructured into a
first mortgage loan which will be amortized on a current basis and a low
interest second mortgage loan payable to FHA which will only be payable on
maturity of the first mortgage loan. This restructuring results in a reduction
in annual debt service payable by the owner of the FHA-insured mortgage loan and
is expected to result in an insurance payment from FHA to the holder of the
FHA-insured loan due to the reduction in the principal amount. MAHRAA also
phases out project-based subsidies on selected properties serving families not
located in rental markets with limited supply, converting such subsidies to a
tenant-based subsidy.
MAHRAA provides that properties begin the restructuring process in federal
fiscal year 1999 (beginning October 1, 1998). On September 11, 1998, HUD issued
interim regulations implementing MAHRAA and final regulations are expected to be
issued in 1999. With respect to the local limited partnerships' expiring HAP
Contracts, it is expected that the HAP payments will be reduced or terminated
pursuant to the terms of MAHRAA.
<PAGE> 9
When the HAP Contracts are subject to renewal, there can be no assurance that
the local limited partnerships in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
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 is uncertain.
As a result of the foregoing, the Partnership in 1997 undertook an extensive
review of disposition, 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 $390,255 and $233,793 for the years ended December 31, 1998 and 1997,
respectively, and are included in general and administrative expenses.
On December 30, 1998, the Partnership sold its limited partnership interests in
16 local limited partnerships, with a total carrying value of $59,691, to the
Operating Partnership. The sale resulted in proceeds to the Partnership of
$1,063,235 and a net gain of $849,749, after deducting selling costs. The cash
proceeds were held in escrow at December 31, 1998 and received subsequent to
year-end. In March 1999, the Partnership made cash distributions of $2,042,603
to the limited partners and $20,632 to the general partners, which included
using proceeds from the sale of the partnership interests.
The Operating Partnership purchased such limited partner interests for cash,
which it raised in connection with a private placement of its equity securities.
The purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by the Operating
Partnership; (iii) the approval of HUD and certain state housing finance
agencies; and (iii) the consent of the limited partners to the sale of the local
limited partnership interests held for investment by the Partnership.
In August 1998, a consent solicitation statement was 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. Prior to the
sale of the partnership interests, the consents of the limited partners to the
sale and amendments to the Partnership Agreement were obtained.
Operating expenses, other than management fees, consist of legal and accounting
fees for services rendered to the Partnership and administrative expenses, which
were generally consistent for the three years presented. Legal and accounting
fees were $90,585, $56,789 and $50,013 for the years ended December 31, 1998,
1997 and 1996, respectively. Administrative expenses were $473,625, $298,142 and
$48,342 for the years ended December 31, 1998, 1997 and 1996, respectively.
Included in administrative expenses are reimbursements to NAPICO for certain
expenses, which totaled $20,976, $20,978 and $19,287 for the years ended
December 31, 1998, 1997 and 1996, respectively. Also included in administrative
expenses for 1998 and 1997 is $390,255 and $233,793, respectively, related to
the aforementioned third-party review of the properties owned by the local
partnerships.
The results of operations of the local limited partnerships were fairly constant
during the years ended December 31, 1998, 1997 and 1996. Contributing to the
relative stability of operations at the local partnerships is the fact that
substantially all of the local partnerships are operating apartment projects
which are subsidized and have mortgage notes payable to or insured by agencies
of the federal or local government.
Total revenue for the 19 local partnerships has remained fairly constant, and
was $12,972,000, $12,911,000 and $12,644,000 for the years ended December 31,
1998, 1997 and 1996, respectively.
Total expenses for the 19 local partnerships remained fairly consistent, and
were $12,882,333, $12,637,000 and $12,702,000 for the years ended December 31,
1998, 1997 and 1996, respectively.
<PAGE> 10
The total net income (loss) for the 19 local partnerships for 1998, 1997 and
1996 aggregated $90,000, $268,000 and $(59,000), respectively. The income
(losses) allocated to the Partnership were $89,000, $265,000 and $(59,000) for
1998, 1997 and 1996, respectively.
The Partnership, as a limited partner in the local limited partnerships in which
it has invested, is subject to the risks incident to the construction,
management, and ownership of improved real estate. The Partnership investments
are also subject to adverse general economic conditions, and accordingly, the
status of the national economy, including substantial unemployment, concurrent
inflation and changing legislation, could increase vacancy levels, rental
payment defaults, and operating expenses, which in turn, could substantially
increase the risk of operating losses for the projects.
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.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
The Financial Statements and Supplementary Data are listed under Item 14.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE:
Not applicable.
<PAGE> 11
REAL ESTATE ASSOCIATES LIMITED V
(A California limited partnership)
FINANCIAL STATEMENTS,
FINANCIAL STATEMENT SCHEDULES
AND INDEPENDENT PUBLIC ACCOUNTANTS' REPORT
DECEMBER 31, 1998
<PAGE> 12
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Real Estate Associates Limited V
(A California limited partnership)
We have audited the accompanying balance sheets of Real Estate Associates
Limited V (a California limited partnership) as of December 31, 1998 and 1997,
and the related statements of operations, partners' equity (deficiency) and cash
flows for each of the three years in the period ended December 31, 1998. Our
audits also included the financial statement schedules listed in the index in
item 14. These financial statements and financial statement schedules are the
responsibility of the management of the Partnership. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits. We did not audit the financial statements of
certain limited partnerships, the investments in which are reflected in the
accompanying financial statements using the equity method of accounting. The
investments in these limited partnerships represent 5 percent and 36 percent of
total assets as of December 31, 1998 and 1997, respectively, and the equity in
income of these limited partnerships represents 12 percent, 32 percent and 40
percent of the total net income of the Partnership for the years ended December
31, 1998, 1997 and 1996, respectively, and represent a substantial portion of
the investee information in Note 2 and the financial statement schedules. The
financial statements of these limited partnerships are audited by other
auditors. Their reports have been furnished to us and our opinion, insofar as it
relates to the amounts included for these limited partnerships, is based solely
on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits and the reports of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Real Estate Associates Limited V as of December 31,
1998 and 1997, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1998 in conformity with
generally accepted accounting principles. Also, in our opinion, based on our
audits and the reports of other auditors, such financial statement schedules,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Los Angeles, California
April 6, 1999
<PAGE> 13
[PHILIP ROOTBERG & COMPANY, LLP LETTERHEAD]
Independent Auditor's Report
To the Partners
West Town Housing Partners
We have audited the accompanying balance sheet of West Town Housing Partners (a
limited partnership) - F.H.A. Project No. 071-35490/IL06-0054-042 as of December
31, 1997 and 1996, and the related statements of profit and loss, partners'
capital and cash flows for the three years ended December 31, 1997. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of West Town Housing Partners -
F.H.A. Project No. 071-35490/IL06-0054-042 as of December 31, 1997 and 1996, and
the results of its operations, changes in partners' capital and its cash flows
for the three years ended December 31, 1997, in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 27, 1998, on our consideration of the Partnership's internal
control and a report dated January 27, 1998, on its compliance with laws and
regulations.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
listed on the preceding contents page are presented for purposes of additional
analysis to comply with HUD reporting requirements and are not a required part
of the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Philip Rootberg & Company, LLP
Chicago, Illinois
January 27, 1998
<PAGE> 14
[JCCS LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Grandview Place
(A Limited Partnership)
Missoula, Montana
We have audited the accompanying balance sheets of Grandview Place (A Limited
Partnership), HUD Project 093-35098 PM-L8, as of December 31, 1997 and 1996,
and the related statements of income, changes in partners' equity, and cash
flows for the three years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statements
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Grandview Place (A Limited
Partnership), as of December 31, 1997 and 1996, and the results of its
operations, changes in partners' equity, and cash flows for the three years
then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 30, 1998, on our consideration of Grandview Place's internal
controls and reports dated January 30, 1998, on its compliance with laws and
regulations.
JUNKERMIER, CLARK, CAMPANELLA, STEVENS, P.C.
Certified Public Accountants
January 30, 1998
-1-
<PAGE> 15
Independent Auditors' Report
Partners
Richland Senior Associates,
a limited partnership
Richland, Washington
We have audited the accompanying balance sheets of Richland Senior Associates,
a limited partnership, Project No. 171-35196, as of December 31, 1997 and 1996,
and the related statements of operations, partners' equity (deficit) and cash
flows for each of the three years in the period ended December 31, 1997. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Richland Senior Associates, a
limited partnership, as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued reports
dated January 16, 1998, on our consideration of the Partnership's internal
controls and on its compliance with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data required by HUD is
presented for purposes of additional analysis and is not a required part of the
basic financial statements of the Partnership. Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ BADER MARTIN ROSS & SMITH, P.S.
January 16, 1998
Bader Martin Ross & Smith, P.S.
Seattle, Washington
<PAGE> 16
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
ASSETS
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 294,356 $ 1,616,811
CASH AND CASH EQUIVALENTS (Note 1) 1,728,900 2,178,637
CASH DUE FROM ESCROW (Note 2) 1,063,235 0
----------- -----------
TOTAL ASSETS $ 3,086,491 $ 3,795,448
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accounts payable $ 195,141 $ 176,735
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)
PARTNERS' EQUITY (DEFICIENCY):
General partners (128,432) (121,158)
Limited partners 3,019,782 3,739,871
----------- -----------
2,891,350 3,618,713
----------- -----------
TOTAL LIABILITIES AND PARTNERS'
EQUITY $ 3,086,491 $ 3,795,448
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 17
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
INTEREST INCOME $ 95,546 $ 93,956 $ 65,261
----------- ----------- -----------
OPERATING EXPENSES:
Legal and accounting 90,585 56,789 50,013
Management fees - general partner (Note 3) 254,448 254,448 254,448
Administrative (Note 3) 473,625 298,142 48,342
----------- ----------- -----------
Total operating expenses 818,658 609,379 352,803
----------- ----------- -----------
LOSS FROM OPERATIONS (723,112) (515,423) (287,542)
GAIN ON SALE OF LIMITED PARTNERSHIP
INTERESTS (Note 2) 849,749 -- --
DISTRIBUTIONS FROM LIMITED
PARTNERSHIPS RECOGNIZED AS
INCOME (Note 2) 294,813 381,171 215,140
EQUITY IN (LOSS) INCOME OF LIMITED
PARTNERSHIP AND AMORTI-
ZATION OF ACQUISITION
COSTS (Note 2) (1,148,813) 503,765 371,644
----------- ----------- -----------
NET (LOSS) INCOME $ (727,363) $ 369,513 $ 299,242
=========== =========== ===========
NET (LOSS) INCOME PER LIMITED PARTNERSHIP
INTEREST (Note 1) $ (93) $ 47 $ 38
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 18
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
----------- ----------- -----------
<S> <C> <C> <C>
EQUITY (DEFICIENCY),
January 1, 1996 $ (127,847) $ 3,077,805 $ 2,949,958
Net income for 1996 2,993 296,249 299,242
----------- ----------- -----------
EQUITY (DEFICIENCY),
December 31, 1996 (124,854) 3,374,054 3,249,200
Net income for 1997 3,696 365,817 369,513
----------- ----------- -----------
EQUITY (DEFICIENCY),
December 31, 1997 (121,158) 3,739,871 3,618,713
Net income for 1998 (7,274) (720,089) (727,363)
----------- ----------- -----------
EQUITY (DEFICIENCY),
December 31, 1998 $ (128,432) $ 3,019,782 $ 2,891,350
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 19
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ (727,363) $ 369,513 $ 299,242
Adjustments to reconcile net income to
net cash used in operating activities:
Gain on sale of partnership interests (849,749)
Equity in income of limited partnerships
and amortization of acquisition costs 1,148,813 (503,765) (371,644)
Increase (decrease) in accounts payable 18,406 166,757 (20,035)
----------- ----------- -----------
Net cash provided by (used in) operating activities (409,893) 32,505 (92,437)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs incurred related to sale of partnership interests (153,795)
Capital contributions to limited partnerships (102,500) -- (19,568)
Distributions from limited partnerships recognized
as a return of capital 216,451 192,626 189,358
----------- ----------- -----------
Net cash provided by investing activities (39,844) 192,626 169,790
----------- ----------- -----------
NET INCREASE IN CASH AND
CASH EQUIVALENTS (449,736) 225,131 77,353
CASH AND CASH EQUIVALENTS,
BEGINNING OF YEAR 2,178,637 1,953,506 1,876,153
----------- ----------- -----------
CASH AND CASH EQUIVALENTS,
END OF YEAR $ 1,728,900 $ 2,178,637 $ 1,953,506
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 20
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
Real Estate Associates Limited V (the "Partnership"), formed under
the California Limited Partnership Act, was organized on May 7, 1982.
The Partnership was formed to invest primarily in other limited
partnerships, which own and operate primarily federal, state or local
government-assisted housing projects. The general partners of the
Partnership are National Partnership Investments Corp. (NAPICO), the
Corporate General Partner, and National Partnership Investments
Associates II (NAPIA II), a limited partnership. The business of REAL
V is conducted primarily by NAPICO. Prior to December 30, 1998,
NAPICO was a wholly owned subsidiary of Casden Investment Corporation
("CIC"), which is wholly owned by Alan I. Casden. On December 30,
1998, Casden Properties Operating Partnership, L.P., (the "Operating
Partnership") a majority owned subsidiary of Casden Properties Inc.,
a real estate investment trust organized by Alan I. Casden, purchased
a 95.25% economic interest in NAPICO.
The Partnership offered and issued 1,950 units of limited partner
interests through a public offering. Each unit was comprised of two
limited partner interests and a warrant granting the investor the
right to purchase two additional limited partner interests. An
additional 3,908 interests were issued from the exercise of warrants
and the sale of interests associated with warrants not exercised. The
general partners have a 1 percent interest in profits and losses of
the Partnership. The limited partners have the remaining 99 percent
interest in proportion to their respective investments.
The Partnership shall be dissolved only upon the expiration of 52
complete calendar years (December 31, 2034) from the date of the
formation of the Partnership or the occurrence of other events as
specified in the Partnership agreement.
Upon total or partial liquidation of the Partnership or the
disposition or partial disposition of a project or project interest
and distribution of the proceeds, the general partners will be
entitled to a liquidation fee as stipulated in the Partnership
agreement. The limited partners will have a priority return equal to
their invested capital attributable to the project(s) or project
interest(s) sold and shall receive from the sale of the project(s) or
project interest(s) an amount sufficient to pay state and federal
income taxes, if any, calculated at the maximum rate then in effect.
The general partners' liquidation fee may accrue but shall not be
paid until the limited partners have received distributions equal to
100 percent of their capital contributions.
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.
<PAGE> 21
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Method of Accounting for Investments in Limited Partnerships
The investments in limited partnerships are accounted for on the
equity method. Acquisition, selection and other costs related to the
acquisition of the projects have been capitalized as part of the
investment account 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 partner 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 all years 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.
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. During 1998, the Partnership recognized an
impairment loss of $1,639,535 related to certain of the investment in
local limited partnerships, which has been included in equity in loss
of limited partnerships.
2. INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 3 limited
partnerships as of December 31, 1998, after selling its interests in
16 limited partnerships. The limited partnerships owned as of
December 31, 1998, residential low income rental projects consisting
of 228 apartment units. The mortgage loans of these projects are
payable to or 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.
Limited partners are not liable for losses
<PAGE> 22
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
beyond their contributed capital. The cumulative amount of the
unrecognized equity in losses of certain limited partnerships was
approximately $21,000 and $7,664,000 as of December 31, 1998 and
1997, respectively.
Distributions from the limited partnerships are accounted for as a
return of capital until the investment balance is reduced to zero or
to a negative amount equal to further capital contributions required.
Subsequent distributions received are recognized as income.
The following is a summary of the investments in limited partnerships
and reconciliation to the limited partnership accounts:
<TABLE>
<CAPTION>
1998 1997
----------- -----------
<S> <C> <C>
Investment balance, beginning of year $ 1,616,811 $ 1,305,672
Capital contributions to limited partnership 102,500 --
Equity in income of limited partnerships (1,134,562) 511,277
Investment balance in limited partnership
interests sold (59,691)
Amortization of capitalized acquisition
costs and fees (14,251) (7,512)
Cash distributions recognized as
a return of capital (216,451) (192,626)
----------- -----------
Investment balance, end of year $ 294,356 $ 1,616,811
=========== ===========
</TABLE>
The difference between the investment in the accompanying balance
sheets at December 31, 1998 and 1997, and the deficiency per the
limited partnerships' combined financial statements is due primarily
to cumulative unrecognized equity in losses of certain limited
partnerships, costs capitalized to the investment account and
cumulative distributions recognized as income.
Selected financial information from the combined financial statements
of the limited partnerships at December 31, 1998 and 1997 and for
each of the three years in the period ended December 31, 1998 is as
follows:
Balance Sheets
<TABLE>
<CAPTION>
1998 1997
---------- --------
(in thousands)
<S> <C> <C>
Land and buildings, net $ 7,509 $ 35,045
========== ========
Total assets $ 12,016 $ 43,820
========== ========
Mortgages payable $ 10,232 $ 49,994
========== ========
Total liabilities $ 10,589 $ 53,904
========== ========
Equity (deficiency) of Real Estate Associates Limited V $ 1,874 $ (9,396)
========== ========
(Deficiency) of other partners $ (447) $ (688)
========== ========
</TABLE>
<PAGE> 23
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Statements of Operations
<TABLE>
<CAPTION>
1998 1997 1996
------- -------- --------
(in thousands)
<S> <C> <C> <C>
Total revenue $ 12,972 $ 12,911 $ 12,644
======== ======== ========
Interest expense $ 5,215 $ 5,281 $ 5,360
======== ======== ========
Depreciation $ 1,933 $ 1,911 $ 1,902
======== ======== ========
Total expenses $ 12,882 $ 12,637 $ 12,702
======== ======== ========
Net income (loss) $ 90 $ 268 $ (59)
======== ======== ========
Net income (loss) allocable to the Partnership $ 89 $ 265 $ (59)
======== ======== ========
</TABLE>
Land and buildings, above, have been adjusted for the amount by which
the investment in the limited partnerships exceeds the Partnership's
share of the net book value of the underlying net assets of the
investee which are recorded at historical costs. Depreciation on the
adjustment is provided for over the estimated remaining useful lives
of the properties.
Prior to the sale of certain partnership interests on December 30,
1998, an affiliate of NAPICO was the general partner in 4 of the
limited partnerships included above, and another affiliate receives
property management fees of approximately 5 to 6 percent of their
revenue. The affiliate received property management fees of $42,600,
$42,600 and $42,600 in 1998, 1997 and 1996, respectively. The
following sets forth the significant data for these partnerships
prior to the sale referred to above, reflected in the accompanying
financial statements using the equity method of accounting:
<TABLE>
<CAPTION>
1998 1997 1996
---------- -------- --------
(in thousands)
<S> <C> <C> <C>
Total assets $ -- $ 3,628
========== =======
Total liabilities $ -- $ 4,821
========== =======
Deficiency of Real Estate Associates Limited V $ -- $(1,069)
========== =======
Deficiency of other partners $ -- $ (124)
========== =======
Total revenue $ 930 $ 913 $ 914
========== ======= =======
Net loss $ (14) $ (4) $ (37)
========== ======= =======
</TABLE>
These local limited partnerships were sold to the Operating
Partnership on December 30, 1998.
<PAGE> 24
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Under recent adopted law and policy, the United States Department of
Housing and Urban Development ("HUD") has determined not to renew the
Housing Assistance Payment ("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. The payments under the renewed HAP Contracts
are not expected to be in an amount that would provide sufficient
cash flow to permit owners of properties subject to HAP Contracts to
meet the debt service requirements of existing loans insured by the
Federal Housing Administration of HUD ("FHA") unless such mortgage
loans are restructured. 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 the Section 8 program. Under MAHRAA, an FHA-insured mortgage loan
can be restructured into a first mortgage loan which will be
amortized on a current basis and a low interest second mortgage loan
payable to FHA which will only be payable on maturity of the first
mortgage loan. This restructuring results in a reduction in annual
debt service payable by the owner of the FHA-insured mortgage loan
and is expected to result in an insurance payment from FHA to the
holder of the FHA-insured loan due to the reduction in the principal
amount. MAHRAA also phases out project-based subsidies on selected
properties serving families not located in rental markets with
limited supply, converting such subsidies to a tenant-based subsidy.
MAHRAA provides that properties begin the restructuring process in
federal fiscal year 1999 (beginning October 1, 1998). On September
11, 1998, HUD issued interim regulations implementing MAHRAA and
final regulations are expected to be issued in 1999. With respect to
the local limited partnerships' expiring HAP Contracts, it is
expected that the HAP payments will be reduced or terminated pursuant
to the terms of MAHRAA.
When the HAP Contracts are subject to renewal, there can be no
assurance that the local limited partnerships in which the
Partnership has an investment will be permitted to restructure its
mortgage indebtedness under MAHRAA. In addition, 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 is uncertain.
As a result of the foregoing, the Partnership in 1997 undertook an
extensive review of disposition, 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,
<PAGE> 25
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
valuation, structural and engineering costs, which amounted to
$390,255 and $233,793 for the years ended December 31, 1998 and 1997,
respectively, and are included in general and administrative
expenses.
On December 30, 1998, the Partnership sold its limited partnership
interests in 16 local limited partnerships, with a total carrying
value of $59,691, to the Operating Partnership. The sale resulted in
proceeds to the Partnership of $1,063,235 and a net gain of $849,749
after deducting selling costs. The cash proceeds were held in escrow
at December 31, 1998 and were collected subsequent to year-end. In
March 1999, the Partnership made cash distributions of $2,042,603 to
the limited partners and $20,632 to the general partners, which
included using proceeds from the sale of the partnership interests.
The Operating Partnership purchased such limited partner interests
for cash, which it raised in connection with a private placement of
its equity securities. The purchase was subject to, among other
things, (i) the purchase of the general partner interests in the
local limited partnerships by the Operating Partnership; (iii) the
approval of HUD and certain state housing finance agencies; and (iii)
the consent of the limited partners to the sale of the local limited
partnership interests held for investment by the Partnership.
In August 1998, a consent solicitation statement was 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. Prior to the sale of the
partnership interests, the consents of the limited partners to the
sale and amendments to the Partnership Agreement were obtained.
3. FEES AND EXPENSES DUE 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 .4 percent of the original invested assets of
the limited partnerships. Invested assets is defined as the costs of
acquiring project interests, including the proportionate amount of
the mortgage loans related to the Partnership's interest in the
capital accounts of the respective partnerships.
The Partnership reimburses NAPICO for certain expenses. The
reimbursement to NAPICO was $20,976, $20,978 and $19,287 in 1998,
1997 and 1996, respectively, and is included in administrative
expenses.
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
<PAGE> 26
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
4. CONTINGENCIES (CONTINUED)
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 Operating
Partnership organized by an affiliate of NAPICO. 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 managed 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 a plaintiff in
various lawsuits and has also been named as a defendant in other
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.
5. 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. The major differences in tax and financial
reporting result from the use of different bases and depreciation
methods for the properties held by the limited partnerships.
Differences in tax and financial reporting also arise as losses are
not recognized for financial reporting purposes when the investment
balance has been reduced to zero or to a negative amount equal to
further capital contributions required.
6. 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.
<PAGE> 27
REAL ESTATE ASSOCIATES LIMITED V
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1998
7. FOURTH-QUARTER ADJUSTMENT
The Partnership's policy is to record its equity in income (loss) of
limited partnerships on a quarterly basis, using estimated financial
information furnished by the various local operating general
partners. The equity in income (loss) reflected in the accompanying
annual financial statements is based primarily upon audited financial
statements of the investee limited partnerships. The increase of
approximately $1,511,814, between the estimated nine-month equity in
income and the actual year end equity in income has been recorded in
the fourth quarter.
<PAGE> 28
SCHEDULE
REAL ESTATE ASSOCIATES LIMITED V
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Year Ended December 31, 1998
------------------------------------------------------------------------------------------
Cash Equity
Balance Capital Distri- In Balance
January Contri- butions Income December
Limited Partnerships 1, 1998 butions Received (Loss) Sale 31, 1998
----------- ---------- ------------ ------------ ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Bickerdike $ 871,770 $ $ (89,144) $ (542,134) $ $ 240,492
Canoga Park*
Castlepark*
Centennial Ft. Wayne*
Creekside Gardens*
Del Haven Manor*
Fox Run*
Grandview Place 93,961 (49,022) 8,925 53,864
Hamlin Estate*
Heritage Estates*
North River Club Apts.*
Palm Springs *
Panorama City I*
Panorama City II*
Pine Lake Terrace*
Plummer Village* (15,000) 15,000
Ranger Apts.*
Richland Elderly 651,080 (6,523) (644,557)
Robert Farrell Manor* 0 102,500 (56,762) 13,953 (59,691)
----------- ---------- ------------ ------------ ---------- -----------
$ 1,616,811 $ 102,500 $ (216,451) $ (1,148,813) $ (59,691) $ 294,356
=========== ========== ============ ============ ========== ===========
</TABLE>
*Sold to the Operating Partnership in 1998.
<PAGE> 29
SCHEDULE
(CONTINUED)
REAL ESTATE ASSOCIATES LIMITED V
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Year Ended December 31, 1997
-------------------------------------------------------------------------
Cash Equity
Balance Capital Distri- In Balance
January Contri- butions Income December
Limited Partnerships 1, 1997 butions Received (Loss) 31, 1997
----------- ------ ------------ --------- -----------
<S> <C> <C> <C> <C> <C>
Bickerdike $ 632,573 $ $ (89,144) $ 328,341 $ 871,770
Canoga Park 41 (23,653) 23,612
Castlepark
Centennial Ft. Wayne
Creekside Gardens
Del Haven Manor
Fox Run
Grandview Place 134,550 (73,306) 32,717 93,961
Hamlin Estate
Heritage Estates
North River Club Apts.
Palm Springs
Panorama City I
Panorama City II
Pine Lake Terrace
Plummer Village
Ranger Apts.
Richland Elderly 538,508 (6,523) 119,095 651,080
Robert Farrell Manor
----------- ------ ------------ --------- -----------
$ 1,305,672 $ -- $ (192,626) $ 503,765 $ 1,616,811
=========== ====== ============ ========= ===========
</TABLE>
<PAGE> 30
SCHEDULE
(CONTINUED)
REAL ESTATE ASSOCIATES LIMITED V
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Year Ended December 31, 1996
--------------------------------------------------------------------------
Cash Equity
Balance Capital Distri- In Balance
January Contri- butions Income December
Limited Partnerships 1, 1996 butions Received (Loss) 31, 1996
------------ --------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
Bickerdike $ 469,653 $ $ (89,144) $ 252,064 $ 632,573
Canoga Park (1,725) 1,766 41
Castlepark
Centennial Ft. Wayne
Creekside Gardens
Del Haven Manor
Fox Run
Grandview Place 193,398 (91,967) 33,119 134,550
Hamlin Estate 19,568 (19,568)
Heritage Estates
North River Club Apts.
Palm Springs
Panorama City I
Panorama City II
Pine Lake Terrace
Plummer Village
Ranger Apts.
Richland Elderly 440,767 (6,522) 104,263 538,508
Robert Farrell Manor
------------ --------- ------------ ---------- -----------
$ 1,103,818 $ 19,568 $ (189,358) $ 371,644 $ 1,305,672
============ ========= ============ ========== ===========
</TABLE>
<PAGE> 31
SCHEDULE
(CONTINUED)
REAL ESTATE ASSOCIATES LIMITED V
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED
DECEMBER 31, 1998, 1997 AND 1996
NOTES: 1. Equity in income and losses in investments in limited
partnerships represents the Partnership's allocable share
of the net results of operations from the limited
partnerships for the year. Equity in losses of the limited
partnerships will be recognized until the investment
balance is reduced to zero or below zero to an amount
equal to future capital contributions to be made by the
Partnership.
2. Cash distributions from the limited partnerships are
treated as a return of the investment and reduce the
investment balance until such time as the investment is
reduced to an amount equal to additional contributions.
Distributions subsequently received will be recognized as
income.
<PAGE> 32
REAL ESTATE ASSOCIATES LIMITED V SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL V HAS INVESTMENTS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
NUMBER OUTSTANDING BUILDINGS,
OF MORTGAGE FURNISHINGS ACCUMULATED CONSTRUCTION
APTS. LOAN LAND AND EQUIPMENT TOTAL DEPRECIATION PERIOD
------ ------------ --------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
LIMITED PARTNERSHIPS
BICKERDIKE 140 $ 7,287,056 $ 348,255 $ 8,173,230 $ 8,521,485 $ 3,417,603 1983
CHICAGO, IL
GRANDVIEW PLACE APTS. 48 1,616,057 183,000 1,966,318 2,149,318 780,223 1982-1983
MISSOULS, MT
RICHLAND THREE RIVERS 41 1,328,868 0 1,416,226 1,416,226 627,362 1982-1983
RICHLAND, WA
Additional carrying value of real 48,075 586,542 634,617 387,594
estate of investee limited
partnerships not recorded on
said limited partnerships
--- ------------ --------- ----------- ------------ -----------
TOTAL 229 $ 10,231,981 $ 579,330 $12,142,316 $ 12,721,646 $ 5,212,782
=== ============ ========= =========== ============ ===========
</TABLE>
<PAGE> 33
SCHEDULE III
(Continued)
REAL ESTATE ASSOCIATES LIMITED V
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL V HAS INVESTMENTS
DECEMBER 31, 1998
NOTES: 1. Each local limited partnership is developing or has
developed, owns and operates the housing project.
Substantially all project costs, including construction
period interest expense, are being capitalized by the
limited partnerships.
2. Depreciation is provided for by various methods over the
estimated useful lives of the projects. The estimated
composite useful lives of the buildings are generally from
25 to 40 years.
3. Investments in property and equipment:
<TABLE>
<CAPTION>
Buildings,
Furnishings,
And
Land Equipment Total
------------ ------------ ------------
<S> <C> <C> <C>
Balance at January 1, 1996 $ 4,368,142 $ 59,435,618 $ 63,803,760
Net additions during 1996 44,000 88,695 132,695
------------ ------------ ------------
Balance at December 31, 1996 4,412,142 59,524,313 63,936,455
Net additions during 1997 0 263,992 263,992
------------ ------------ ------------
Balance at December 31, 1997 4,412,142 59,788,305 64,200,447
Sale of Properties (4,132,972) (47,991,613) (52,124,585)
Net additions during 1998 300,160 345,624 645,784
------------ ------------ ------------
Balance at December 31, 1998 $ 579,330 $ 12,142,316 $ 12,721,646
============ ============ ============
</TABLE>
<PAGE> 34
SCHEDULE III
(Continued)
REAL ESTATE ASSOCIATES LIMITED V
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL LIMITED PARTNERSHIPS
IN WHICH REAL V HAS INVESTMENTS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Buildings,
Furnishings
and Equipment
------------
<S> <C>
ACCUMULATED DEPRECIATION:
Balance, January 1, 1996 $ 25,492,493
Net additions, 1996 1,823,889
------------
Balance, December 31, 1996 27,316,382
Net additions, 1997 1,839,401
------------
Balance, December 31, 1997 29,155,783
Sales of properties (25,858,008)
Net additions, 1998 1,915,007
------------
Balance, December 31, 1998 $ 5,212,782
============
</TABLE>
<PAGE> 35
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
REAL ESTATE ASSOCIATES LIMITED V (the "Partnership") has no directors or
executive officers of its own.
Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P., (the
"Operating Partnership") a majority owned subsidiary of Casden Properties Inc.,
a real estate investment trust organized by Alan I. Casden, purchased a 95.25%
economic interest in NAPICO. The following biographical information is presented
for the directors and executive officers of NAPICO with principal responsibility
for the Partnership's affairs.
CHARLES H. BOXENBAUM, 69, Chairman of the Board of Directors and Chief Executive
Officer of NAPICO.
Mr. Boxenbaum has been associated with NAPICO since inception. He has been
active in the real estate industry since 1960, and prior to joining NAPICO was a
real estate broker with the Beverly Hills firm of Carl Rhodes Company.
Mr. Boxenbaum has been a guest lecturer at national and state realty
conventions, certified properties exchanger's seminars, Los Angeles Town Hall,
National Association of Home Builders, International Council of Shopping
Centers, Society of Conventional Appraisers,
California Real Estate Association, National Institute of Real Estate Brokers,
Appraisal Institute, various mortgage banking seminars, and the North American
Property Forum held in London, England. In 1963, he was the winner of the Snyder
Award, the highest annual award offered by the National Association of Real
Estate Boards for Best Exchange. He is one of the founders and a past director
of the First Los Angeles Bank, organized in November 1974. Mr. Boxenbaum was a
member of the Board of Directors of the National Housing Council. Mr.
Boxenbaum received his Bachelor of Arts degree from the University of Chicago.
BRUCE E. NELSON, 47, President and a director of NAPICO.
Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is
responsible for the operations of all NAPICO sponsored limited partnerships.
Prior to that he was primarily responsible for the securities aspects of the
publicly offered real estate investment programs. Mr. Nelson is also involved in
the identification, analysis, and negotiation of real estate investments.
From February 1979 to October 1980, Mr. Nelson held the position of Associate
General Counsel at Western Consulting Group, Inc., private residential and
commercial real estate syndicators. Prior to that time Mr. Nelson was engaged in
the private practice of law in Los Angeles. Mr. Nelson received his Bachelor of
Arts degree from the University of Wisconsin and is a graduate of the University
of Colorado School of Law. He is a member of the State Bar of California and is
a licensed real estate broker in California and Texas.
ALAN I. CASDEN, 53, Chairman of Casden Properties Inc. and The Casden Company,
an affiliate of Casden Properties (formerly CoastFed Properties), a director and
member of the audit committee of NAPICO, and chairman of the Executive Committee
of NAPICO.
Mr. Casden is Chairman of the Board, Chief Executive Officer and sole
shareholder of The Casden Company and Casden Investment Corporation. He also
became the Chairman of the Board of Casden Properties, Inc. in 1998. Previously,
he was the president and chairman of Mayer Group, Inc., which he joined in 1975.
He is also chairman of Mayer Management, Inc., a real estate management firm.
<PAGE> 36
Mr. Casden has been involved in approximately $3 billion of real estate
financings and sales and has been responsible for the development and
construction of more than 12,000 apartment units and 5,000 single-family homes
and condominiums.
Mr. Casden is a member of the American Institute of Certified Public Accountants
and of the California Society of Certified Public Accountants. Mr. Casden is a
member of the advisory board of the National Multi-Family Housing Conference,
the Multi-Family Housing Council, and the President's Council of the California
Building Industry Association. He also serves on the advisory board to the
School of Accounting of the University of Southern California. He holds a
Bachelor of Science and a Masters in Business Administration degree from the
University of Southern California.
HENRY C. CASDEN, 55, President, Chief Operating Officer and Secretary of The
Casden Company and a director and secretary of NAPICO.
Mr. Casden has been President and Chief Operating Officer of The Casden Company,
as well as a director of NAPICO since February 1988. He became secretary of both
companies in late 1994. He also became the President of Casden Properties Inc.
in 1998. From 1982 to 1988, Mr. Casden was of counsel and a partner in the Los
Angeles law firm of Troy, Casden & Gould. From 1978 to 1981, he was of counsel
and a partner in the Los Angeles law firm of Loeb & Loeb. From 1972 to 1978, Mr.
Casden was a member of the Beverly Hills law firm of Fink & Casden, Professional
Corporation.
Mr. Casden received his Bachelor of Arts degree from the University of
California at Los Angeles, and is a graduate of the University of San Diego Law
School. Mr. Casden is a member of the State Bar of California and has numerous
professional affiliations.
PAUL PATIERNO, 42, Chief Financial Officer.
Mr. Patierno joined NAPICO in 1998 and is responsible for its financial affairs,
as well as the limited partnerships sponsored by it. From 1995 until joining
NAPICO in September 1998, Mr. Patierno was a senior manager in the affordable
housing group of Altschuler, Melvoin and Glasser LLP, a national public
accounting firm. From 1990 to 1995, he practiced public accounting with a firm
specializing in real estate syndication. Mr. Patierno received his bachelor of
science degree in accounting from California State University at Northridge, and
is a member of the American Institute of Certified Public Accountants and the
California Society of Certified Public Accountants.
PATRICIA W. TOY, 69, Senior Vice President - Communications and Assistant
Secretary.
Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the
Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a
U.S. Naval Officer in communications and personnel assignments. She holds a
Bachelor of Arts Degree from the University of Nebraska.
MARK L. WALTHER, 38, Executive Vice President, General Counsel and Assistant
Secretary.
Mr. Walther joined NAPICO in 1987 and is responsible for the legal affairs of
the NAPICO sponsored limited partnerships. Prior to joining NAPICO, Mr. Walther
worked in the San Francisco law firm of Browne and Kahn which specialized in
construction litigation. Mr. Walther received his Bachelor of Arts Degree in
Political Science from the University of California, Santa Barbara and is a
graduate of the University of California, Davis, School of Law. He is a member
of the State Bar of Hawaii.
NAPICO and several of its officers, directors and affiliates, including Charles
H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on
June 25, 1997, of an administrative cease and desist order by the U.S.
Securities and Exchange Commission (the "Commission"), without admitting or
denying any of the findings
<PAGE> 37
made by the Commission. The Commission found that NAPICO and others had violated
certain federal securities laws in connection with transactions unrelated to the
Partnership. The Commission's order did not impose any cost, burden or penalty
on any partnership managed by NAPICO and does not impact NAPICO's ability to
serve as the Partnership's Managing General Partner.
ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS:
Real Estate Associates Limited V has no officers, employees or directors.
However, under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to pay the Corporate General Partner
an annual management fee. The annual management fee is approximately equal to
.4% of the invested assets, including the Partnership's allocable share of the
mortgages related to real estate properties held by local limited partnerships.
The fee is earned beginning in the month the Partnership makes its initial
contribution to the limited partnership. In addition, the Partnership reimburses
the Corporate General Partner for certain expenses.
An affiliate of the Corporate General Partner is responsible for the on-site
property management for certain properties owned by the limited partnerships in
which the Partnership has invested.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
(a) Security Ownership of Certain Beneficial Owners
The General Partners own all of the outstanding general partnership
interests of REAL V; no person is known to own beneficially in excess
of 5% of the outstanding limited partnership interests.
(b) At December 31, 1998, security ownership of management is as listed:
<TABLE>
<CAPTION>
Percentage of
Amount and Outstanding
Nature of Limited
Beneficial Partner
Title of Class Beneficial Owner Owner Interests
- -------------- ---------------- ---------- -------------
<S> <C> <C> <C>
Limited Charles H. Boxenbaum
Partnership 780 Latimer Road
Interest Santa Monica, CA 90402 $10,000 *
Limited Bruce E. Nelson
Partnership 7036 Grasswood Avenue
Interest Malibu, CA 90265 $ 5,000 *
</TABLE>
* Cumulative limited partnership interests owned by corporate officers
or the general partner is less than 1% interest of total outstanding
limited partnership interests.
<PAGE> 38
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
The Partnership has no officers, directors or employees of its own. All of its
affairs are managed by the Corporate General Partner, National Partnership
Investments Corp. The Partnership is obligated to NAPICO for an annual
management fee equal to .4 percent of the original invested assets of the
limited partnerships. Invested assets is defined as the costs of acquiring
project interests, including the proportionate amount of the mortgage loans
related to the Partnership's interest in the capital accounts of the respective
partnerships. The management fee was $254,448 for each of the three years in the
period ended December 31, 1998.
The Partnership reimburses NAPICO for certain expenses. The reimbursement to
NAPICO was $20,976, $20,978 and $19,287 in 1998, 1997 and 1996, respectively,
and is included in operating expenses.
Prior to the sale of certain partnership interests on December 30, 1998, an
affiliate of NAPICO was the general partner in 4 of the limited partnerships in
which the Partnership had an investment, and another affiliate received property
management fees of approximately 5 to 6 percent of their revenue. The affiliate
received property management fees of $42,600, $42,600 and $42,600 in 1998, 1997
and 1996, respectively.
On December 30, 1998, the Partnership sold its limited partnership interests in
16 local limited partnerships, with a total carrying value of $59,691, to the
Operating Partnership. The sale resulted in proceeds to the Partnership of
$1,063,235 and a net gain of $909,440 after deducting selling costs. The cash
proceeds were held in escrow at December 31, 1998 and collected subsequent to
year end. In March 1999, the Partnership made cash distributions of $2,042,603
to the limited partners and $20,632 to the general partners, which included
using proceeds from the sale of the partnership interests.
The Operating Partnership purchased such limited partner interests for cash,
which it raised in connection with a private placement of its equity securities.
The purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by the Operating
Partnership; (ii) the approval of HUD and certain state housing finance
agencies; and (iii) the consent of the limited partners to the sale of the local
limited partnership interests held for investment by the Partnership.
In August 1998, a consent solicitation statement was 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. Prior to the
sale of the partnership interests, the consents of the limited partners to the
sale and amendments to the Partnership Agreement were obtained.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K:
FINANCIAL STATEMENTS
Report of Independent Public Accountants.
Balance Sheets as of December 31, 1998 and 1997.
Statements of Operations for the years ended December 31, 1998, 1997 and 1996.
Statement of Partners' Equity (Deficiency) for the years ended December 31,
1998, 1997 and 1996.
Statements of Cash Flows for the years ended December 31, 1998, 1997 and 1996.
Notes to financial statements.
<PAGE> 39
FINANCIAL STATEMENT SCHEDULES
APPLICABLE TO REAL ESTATE ASSOCIATES LIMITED V AND TO THE LIMITED PARTNERSHIPS
IN WHICH REAL ESTATE ASSOCIATES LIMITED V HAS INVESTMENTS:
Schedule - Investments in Limited Partnerships as of December 31, 1998, 1997 and
1996.
Schedule III - Real estate and accumulated depreciation, December 31, 1998.
The remaining schedules are omitted because the required information is included
in the financial statements and notes thereto or they are not applicable or not
required.
EXHIBITS
(3) Articles of incorporation and bylaws: The registrant is not
incorporated. The Partnership Agreement was filed with Form S-11
#277645 which is hereby incorporated by reference.
(10) Material contracts: The registrant is not party to any material
contracts, other than the Restated Certificate and Agreement of
Limited Partnership dated May 7, 1982, and the nineteen contracts
representing the partnership investment in local limited partnerships
as previously filed at the Securities Exchange Commission, File
#277645 which is hereby incorporated by reference.
REPORTS ON FORM 8-K
A report on Form 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.
<PAGE> 40
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Los Angeles,
State of California.
REAL ESTATE ASSOCIATES LIMITED V
By: NATIONAL PARTNERSHIP INVESTMENTS CORP.
General Partner
/s/ CHARLES H. BOXENBAUM
- -------------------------------
Charles H. Boxenbaum
Chairman of the Board of Directors
and Chief Executive Officer
/s/ BRUCE E. NELSON
- -------------------------------
Bruce E. Nelson
Director and President
/s/ ALAN I. CASDEN
- -------------------------------
Alan I. Casden
Director
/s/ HENRY C. CASDEN
- -------------------------------
Henry C. Casden
Director
/s/ PAUL PATIERNO
- -------------------------------
Paul Patierno
Chief Financial Officer
<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> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,728,900
<SECURITIES> 0
<RECEIVABLES> 1,063,235
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,792,135
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 3,086,491
<CURRENT-LIABILITIES> 195,141
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,891,350
<TOTAL-LIABILITY-AND-EQUITY> 3,086,491
<SALES> 0
<TOTAL-REVENUES> 91,295
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 818,658
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (727,363)
<INCOME-TAX> 0
<INCOME-CONTINUING> (727,363)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (727,363)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
