REAL ESTATE ASSOCIATES LTD V
10-Q, 2000-11-14
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 September 30, 2000

                         Commission File Number 0-12438

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A California Limited Partnership)

                  I.R.S. Employer Identification No. 95-3768810

                         9090 WILSHIRE BLVD., SUITE 201
                           BEVERLY HILLS, CALIF. 90211

                         Registrant's Telephone Number,
                       Including Area Code (310) 278-2191



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.


                          Yes    [X]     No    [ ]



<PAGE>   2

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               INDEX TO FORM 10-Q

                    FOR THE QUARTER ENDED SEPTEMBER 30, 2000



<TABLE>
<S>                                                                                         <C>
PART I.  FINANCIAL INFORMATION

        Item 1.   Financial Statements

             Balance Sheets, September 30, 2000 and December 31, 1999 .......................1

             Statements of Operations,
                  Nine and Three Months Ended September 30, 2000 and 1998 ...................2

             Statement of Partners' Equity (Deficiency),
                  Nine Months Ended September 30, 2000 ......................................3

             Statements of Cash Flows,
                  Nine Months Ended September 30, 2000 and 1998 .............................4

             Notes to Financial Statements ..................................................5

        Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.......................................11


PART II.     OTHER INFORMATION

        Item 1.  Legal Proceedings   .......................................................13

        Item 6.  Exhibits and Reports on Form 8-K ..........................................13

        Signatures..........................................................................14
</TABLE>



<PAGE>   3

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999

                                     ASSETS

<TABLE>
<CAPTION>
                                                                 2000
                                                              (Unaudited)           1999
                                                               ---------            ----
         <S>                                                  <C>               <C>
         INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)         $   454,237       $   460,348

         CASH AND CASH EQUIVALENTS (Note 1)                       312,620           398,889

         DUE FROM NAPICO                                           17,468            42,184
                                                              -----------       -----------

                   TOTAL ASSETS                               $   784,325       $   901,421
                                                              ===========       ===========


                        LIABILITIES AND PARTNERS' EQUITY

         LIABILITIES:
              Accounts payable                                $       920       $     7,650
                                                              -----------       -----------


         COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)


         PARTNERS' EQUITY (DEFICIENCY):
              General partners                                   (149,510)         (148,407)
              Limited partners                                    932,915         1,042,178
                                                              -----------       -----------

                                                                  783,405           893,771
                                                              -----------       -----------

                    TOTAL LIABILITIES AND PARTNERS'
                         EQUITY                               $   784,325       $   901,421
                                                              ===========       ===========
</TABLE>



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



                                       1
<PAGE>   4

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS
             NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                     Nine months    Three months     Nine months    Three months
                                                                        ended           ended           ended          ended
                                                                    Sept 30, 2000   Sept 30, 2000   Sept 30, 1999   Sept 30, 1999
                                                                    -------------   -------------   -------------   -------------
           <S>                                                      <C>             <C>             <C>             <C>
           INTEREST INCOME                                            $  14,059       $   4,900       $  15,047       $   5,234
                                                                      ---------       ---------       ---------       ---------

           OPERATING EXPENSES:
               Legal and accounting                                      64,415           7,700          55,216           1,300
               Management fees - general partner (Notes 2 and 3)         31,440           5,463          49,977          16,659
               Administrative  (Note 3)                                  41,093          13,751          66,574          32,541
                                                                      ---------       ---------       ---------       ---------

                  Total operating expenses                              136,948          26,914         171,767          50,500
                                                                      ---------       ---------       ---------       ---------

           LOSS FROM OPERATIONS                                        (122,889)        (22,014)       (156,720)        (45,266)

           DISTRIBUTIONS FROM LIMITED
                 PARTNERSHIPS RECOGNIZED AS
                 INCOME (Note 2)                                          6,523              --           6,523              --

           EQUITY IN INCOME OF LIMITED
                 PARTNERSHIP AND AMORTI-
                 ZATION OF ACQUISITION
                 COSTS (Note 2)                                           6,000           2,000           6,000           2,000
                                                                      ---------       ---------       ---------       ---------

           NET LOSS                                                   $(110,366)      $ (20,014)      $(144,197)      $ (43,266)
                                                                      =========       =========       =========       =========


           NET LOSS PER LIMITED
                 PARTNERSHIP INTEREST (Note 1)                        $     (14)      $      (3)      $     (18)      $      (6)
                                                                      =========       =========       =========       =========
</TABLE>



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



                                       2
<PAGE>   5

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                   General         Limited
                                                  Partners         Partners           Total
                                                  --------         --------           -----
         <S>                                    <C>               <C>               <C>
         PARTNERSHIP INTERESTS                                          7,805
                                                                  ===========


         EQUITY (DEFICIENCY),
              January 1, 2000                   $  (148,407)      $ 1,042,178       $   893,771

              Net loss for the nine months
              ended September 30, 2000               (1,103)         (109,263)         (110,366)
                                                -----------       -----------       -----------

         EQUITY (DEFICIENCY),
              September 30, 2000                $  (149,510)      $   932,915       $   783,405
                                                ===========       ===========       ===========
</TABLE>



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



                                       3
<PAGE>   6

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         2000             1999
                                                                         ----             ----
        <S>                                                          <C>               <C>
        CASH FLOWS FROM OPERATING ACTIVITIES:
             Net loss                                                $  (110,366)      $  (144,197)
             Adjustments to reconcile net income to
                net cash used in operating activities:
                   Equity in income of limited partnerships
                       and amortization of acquisition costs              (6,000)           (6,000)
                   Decrease in due from NAPICO                            24,716                --
                   Decrease in accounts payable                           (6,730)         (195,141)
                                                                     -----------       -----------

                      Net cash used in operating activities              (98,380)         (345,338)
                                                                     -----------       -----------

        CASH FLOWS FROM INVESTING ACTIVITIES:
             Distributions from limited partnerships recognized
                as a return of capital                                    12,111            50,878
             Sales proceeds                                                   --         1,063,235
                                                                     -----------       -----------

                      Net cash provided by investing activities           12,111         1,114,113
                                                                     -----------       -----------

        CASH FLOWS FROM FINANCING ACTIVITIES:
             Distributions to partners                                        --        (2,063,235)
                                                                     -----------       -----------

        NET DECREASE IN CASH AND CASH
             EQUIVALENTS                                                 (86,269)       (1,294,460)

        CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                   398,889         1,728,900
                                                                     -----------       -----------

        CASH AND CASH EQUIVALENTS, END OF PERIOD                     $   312,620       $   434,440
                                                                     ===========       ===========
</TABLE>



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



                                       4
<PAGE>   7

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                          NOTES TO FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2000


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, 1999 prepared by Real Estate Associates
        Limited V (the "Partnership"). Accounting measurements at interim dates
        inherently involve greater reliance on estimates than at year end. The
        results of operations for the interim period presented are not
        necessarily indicative of the results for the entire year.

        In the opinion of the Partnership, the accompanying unaudited financial
        statements contain all adjustments (consisting primarily of normal
        recurring accruals) necessary to present fairly the financial position
        as of September 30, 2000, and the results of operations for the nine and
        three months then ended and changes in cash flows for the nine months
        then ended.

        The general partners have a 1 percent interest in profits and losses of
        the Partnership. The limited partners have the remaining 99 percent
        interest which is allocated in proportion to their respective individual
        investments. National Partnership Investments Corp. (NAPICO) is the
        corporate general partner of the Partnership. Casden Properties Inc.
        owns a 95.25% economic interest in NAPICO, with the balance owned by
        Casden Investment Corporation ("CIC"). CIC, which is wholly owned by
        Alan I. Casden, owns 95% of the voting common stock of NAPICO.

        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.

        BASIS OF PRESENTATION

        The accompanying financial statements have been prepared in conformity
        with accounting principles generally in the United States of America.



                                       5
<PAGE>   8

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 2000


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        METHOD OF ACCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS

        The investment in limited partnerships is accounted for on the equity
        method. Acquisition, selection and other costs related to the
        acquisition of the projects are capitalized as part of the investment
        balance and are being amortized on a straight line basis over the
        estimated lives of the underlying assets, which is generally 30 years.

        NET LOSS PER LIMITED PARTNERSHIP INTEREST

        Net loss per limited partnership interest was computed by dividing the
        limited partners' share of net loss by the number of limited partnership
        interests outstanding during the year. The number of limited partnership
        interests was 7,805 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.



                                       6
<PAGE>   9

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 2000


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

        The Partnership holds limited partnership interests in 3 limited
        partnerships. The limited partnerships owned as of September 30, 2000,
        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.

        Distributions from the limited partnerships are accounted for as a
        return of capital until the investment balance is reduced to zero or to
        a negative amount equal to further capital contributions required.
        Subsequent distributions received are recognized as income.

        The following is a summary of the investment in limited partnerships for
        the nine months ended September 30, 2000:

<TABLE>
         <S>                                                  <C>
         Balance, beginning of period                         $ 460,348
         Distributions recognized as a return of capital        (12,111)
         Amortization of acquisition costs                      (12,000)
         Equity in income of limited partnerships                18,000
                                                              ---------

         Balance, end of period                               $ 454,237
                                                              =========
</TABLE>



                                       7
<PAGE>   10

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 2000


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

        The following are unaudited combined estimated statements of operations
        for the nine and three months ended September 30, 2000 and 1999 for the
        limited partnerships in which the Partnership has investments:

<TABLE>
<CAPTION>
                              Nine months    Three months     Nine months    Three months
                                 ended          ended            ended           ended
                             Sept. 30, 2000  Sept. 30, 2000  Sept. 30, 1999  Sept. 30, 1999
                             --------------  --------------  --------------  --------------
         <S>                 <C>             <C>             <C>             <C>
         REVENUES
            Rental income      $2,353,000      $  784,000      $2,325,000      $  775,000
                               ----------      ----------      ----------      ----------

         EXPENSES
            Depreciation          234,000          78,000         255,000          85,000
            Interest              907,000         303,000         912,000         304,000
            Operating             907,000         283,000         834,000         278,000
                               ----------      ----------      ----------      ----------

                                1,991,000         664,000       2,001,000         667,000
                               ----------      ----------      ----------      ----------

            Net loss           $  362,000      $  120,000      $  324,000      $  108,000
                               ==========      ==========      ==========      ==========
</TABLE>

        NAPICO, or one of its affiliates, is the general partner and property
        management agent for certain of the limited partnerships included above.

        Under recently adopted law and policy, 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 under
        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 may be the case under existing HAP
        Contracts. The payments under the renewed HAP Contracts may not 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



                                       8
<PAGE>   11

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 2000


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

        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.

        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.

        On December 30, 1998, after obtaining the consents of the limited
        partners, the Partnership sold its limited partnership interests in 16
        local limited partnerships to subsidiaries of Casden Properties Inc. The
        sale resulted in cash proceeds to the Partnership of$ 1,063,235 which
        was collected in 1999. 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.

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
        $31,000 and $50,000 for the nine months ended September 30, 2000 and
        1999, respectively.

        The Partnership reimburses NAPICO for certain expenses. The
        reimbursement paid to NAPICO was approximately$ 3,000 and$ 4,600 for the
        nine months ended September 30, 2000 and 1999, respectively, and is
        included in administrative expenses.



                                       9
<PAGE>   12

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               SEPTEMBER 30, 2000


NOTE 4 - CONTINGENCIES

        On August 27, 1998, two investors holding an aggregate of eight units of
        limited partnership interests in Real Estate Associates Limited III (an
        affiliated partnership in which NAPICO is the managing general partner)
        and two investors holding an aggregate of five units of limited
        partnership interest in Real Estate Associates Limited VI (another
        affiliated partnership in which NAPICO is the managing general partner)
        commenced an action in the United States District Court for the Central
        District of California against the Partnership, NAPICO and certain other
        affiliated entities. The complaint alleges that the defendants breached
        their fiduciary duty to the limited partners of certain NAPICO managed
        partnerships and made materially false and misleading statements in the
        consent solicitation statements sent to the limited partners of such
        partnerships relating to approval of the transfer of partnership
        interests in limited partnerships, owning certain of the properties, to
        subsidiaries of Casden Properties Inc. The plaintiffs seek equitable
        relief, as well as compensatory damages and litigation related costs. On
        August 4, 1999, one investor holding one unit of limited partnership
        interest in Housing Programs Limited (another affiliated partnership in
        which NAPICO is managing general partner) commenced a virtually
        identical action in the United States District Court for the Central
        District of California against the Partnership, NAPICO and certain other
        affiliated entities. 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 actions vigorously.

        The corporate general partner of the Partnership is involved in various
        lawsuits arising from transactions in the ordinary course of business.
        In the opinion of management and the corporate general partner, the
        claims will not result in any material liability to the Partnership.

NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS

        Statement of Financial Accounting Standards No. 107, "Disclosure about
        Fair Value of Financial Instruments," requires disclosure of fair value
        information about financial instruments. The carrying amount of assets
        and liabilities reported on the balance sheets that require such
        disclosure approximates fair value due to their short-term maturity.



                                       10
<PAGE>   13

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 2000


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. The Partnership made
        a distribution to investors in March 1999, which included using proceeds
        from the disposition of its investments in certain partnerships.

        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, 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



                                       11
<PAGE>   14

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 2000


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

        RESULTS OF OPERATIONS (CONTINUED)

        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.

        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.

        On December 30, 1998, after obtaining the consents of the limited
        partners, the Partnership sold its limited partnership interests in 16
        local limited partnerships to subsidiaries of Casden Properties Inc. The
        sale resulted in cash proceeds to the Partnership of $1,063,235 which
        was 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, primarily using proceeds from the sale
        of the partnership interests.



                                       12
<PAGE>   15

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 2000


PART II.   OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership interests in Real Estate Associates Limited III (an affiliated
partnership in which NAPICO is the managing general partner) and two investors
holding an aggregate of five units of limited partnership interest in Real
Estate Associates Limited VI (another affiliated partnership in which NAPICO is
the managing general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other affiliated entities. The complaint alleges that the defendants
breached their fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the consent
solicitation statements sent to the limited partners of such partnerships
relating to approval of the transfer of partnership interests in limited
partnerships, owning certain of the properties, to subsidiaries of Casden
Properties Inc. The plaintiffs seek equitable relief, as well as compensatory
damages and litigation related costs. On August 4, 1999, one investor holding
one unit of limited partnership interest in Housing Programs Limited (another
affiliated partnership in which NAPICO is the managing general partner)
commenced a virtually identical action in the United States District Court for
the Central District of California against the Partnership, NAPICO and certain
other affiliated entities. 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 actions vigorously.

The corporate general partner is involved in various lawsuits. None of these are
related to REAL V.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

        (a)     No exhibits are required per the provision of Item 6 of
                regulation S-K and no reports on Form 8-K were filed during the
                quarter ended September 30, 2000.



                                       13
<PAGE>   16

                        REAL ESTATE ASSOCIATES LIMITED V
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                               SEPTEMBER 30, 2000


                                   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.,
                                         its General Partner



                                         By:  /s/ BRUCE NELSON
                                            ------------------------------------
                                            Bruce Nelson
                                            President


                                         Date:  November 14, 2000
                                              ----------------------------------


                                         By:  /s/ BRIAN H. SHUMAN
                                            ------------------------------------
                                            Brian H. Shuman
                                            Chief Financial Officer



                                         Date:  November 14, 2000
                                              ----------------------------------



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