<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2000
--------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
---------------------- ------------------------
Commission File Number 0-13400
----------------------------------------------------------
NTS-PROPERTIES V, A Maryland Limited Partnership
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 61-1051452
-------------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10172 Linn Station Road
Louisville, Kentucky 40223
-------------------------------------- --------------------------------------
(Address of principal executive (Zip Code)
offices)
(502) 426-4800
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
[X] Yes [ ] No
<PAGE>
TABLE OF CONTENTS
-----------------
PART I
------
Pages
-----
Item 1. Financial Statements
Balance Sheets as of September 30, 2000 and December 31, 1999 3
Statement of Partners' Equity as of September 30, 2000 3
Statements of Operations for the three months and nine months
ended September 30, 2000 and 1999 4
Statements of Cash Flows for the nine months ended
September 30, 2000 and 1999 5
Notes to Financial Statements 6-15
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 16-23
Item 3. Quantitative and Qualitative Disclosures About Market Risk 24
PART II
-------
Item 1. Legal Proceedings 25
Item 2. Changes in Securities 25
Item 3. Defaults Upon Senior Securities 25
Item 4. Submission of Matters to a Vote of Security Holders 25
Item 5. Other Information 25
Item 6. Exhibits and Reports on Form 8-K 25
Signatures 26
2
<PAGE>
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
--------------------
<TABLE>
NTS-PROPERTIES V,
-----------------
A Maryland Limited Partnership
------------------------------
BALANCE SHEETS
--------------
<CAPTION>
As of As of
September 30, December 31,
2000 1999*
---- -----
(UNAUDITED)
ASSETS
------
<S> <C> <C>
Cash and equivalents $ 1,178,995 $ 2,807,198
Cash and equivalents - restricted 358,133 117,220
Accounts receivable 69,246 103,245
Land, buildings and amenities, net 18,898,356 17,008,482
Other assets 651,548 439,664
---------- ----------
TOTAL ASSETS $21,156,278 $20,475,809
========== ==========
LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages payable $11,910,212 $11,726,240
Accounts payable 558,135 280,791
Security deposits 168,184 159,642
Other liabilities 432,653 159,337
---------- ----------
TOTAL LIABILITIES 13,069,184 12,326,010
COMMITMENTS AND CONTINGENCIES (Note 10)
PARTNERS' EQUITY 8,087,094 8,149,799
---------- ----------
TOTAL LIABILITIES AND PARTNERS' EQUITY $21,156,278 $20,475,809
========== ==========
</TABLE>
<TABLE>
STATEMENT OF PARTNERS' EQUITY
-----------------------------
<CAPTION>
Limited General
Partners Partner Total
-------- ------- -----
PARTNERS' EQUITY/(DEFICIT)
--------------------------
<S> <C> <C> <C>
Capital contributions, net of offering costs $ 30,582,037 $ 100 $ 30,582,137
Net (loss) income - prior years (4,676,912) 66,556 (4,610,356)
Net loss - current year (62,078) (627) (62,705)
Cash distributions declared to date (16,641,480) (168,177) (16,809,657)
Repurchase of Limited Partnership Units (1,012,325) - (1,012,325)
----------- ----------- -----------
BALANCES AT September 30, 2000 $ 8,189,242 $ (102,148) $ 8,087,094
=========== =========== ===========
</TABLE>
* Reference is made to the audited financial statements in the Form 10-K as
filed with the Securities and Exchange Commission on March 31, 2000.
The accompanying notes to financial statements are an integral part of these
statements.
3
<PAGE>
<TABLE>
NTS PROPERTIES V,
-----------------
A Maryland Limited Partnership
------------------------------
STATEMENTS OF OPERATIONS
------------------------
(UNAUDITED)
---------
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
REVENUES
--------
<S> <C> <C> <C> <C>
Rental income $1,025,301 $ 967,234 $3,035,387 $2,831,209
Gain on sale of assets - 122,876 - 122,876
Interest and other income 20,575 38,772 132,674 138,316
--------- --------- --------- ---------
TOTAL REVENUES 1,045,876 1,128,882 3,168,061 3,092,401
--------- --------- --------- ---------
EXPENSES
--------
Operating expenses 225,025 248,587 717,995 650,227
Operating expenses - affiliated 131,977 124,312 382,264 362,735
Loss on disposal of assets 14,506 6,014 160,840 30,913
Interest expense 186,179 232,738 613,344 671,626
Management fees 60,327 59,335 174,645 166,909
Real estate taxes 96,785 92,445 287,297 280,710
Professional and administrative expenses 32,725 80,199 104,771 185,489
Professional and administrative expenses
- affiliated 38,837 42,481 106,762 128,697
Depreciation and amortization 232,133 225,488 682,848 624,963
--------- --------- --------- ---------
TOTAL EXPENSES 1,018,494 1,111,599 3,230,766 3,102,269
--------- --------- --------- ---------
Net income (loss) $ 27,382 $ 17,283 $ (62,705) $ (9,868)
========= ========= ========= =========
Net income (loss) allocated to the Limited
Partners $ 27,108 $ 17,110 $ (62,078) $ (9,769)
========= ========= ========= =========
Net income (loss) per Limited Partnership
Unit $ 0.89 $ 0.51 $ (2.03) $ (0.29)
========= ========= ========= =========
Weighted average number of Limited
Partnership Units 30,621 33,394 30,621 33,486
========= ========= ========= =========
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
4
<PAGE>
<TABLE>
NTS-PROPERTIES V,
-----------------
A Maryland Limited Partnership
------------------------------
STATEMENTS OF CASH FLOWS
------------------------
(UNAUDITED)
---------
<CAPTION>
Nine Months Ended
September 30,
-------------
2000 1999
---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S> <C> <C>
Net loss $ (62,705) $ (9,868)
Gain on sale of assets - (122,876)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Provision for doubtful accounts 6,915 318
Loss on disposal of assets 160,840 30,913
Depreciation and amortization 682,848 624,963
Changes in assets and liabilities:
Cash and equivalents - restricted (275,413) (238,272)
Accounts receivable 27,084 8,080
Other assets (168,331) (46,073)
Accounts payable 277,344 31,434
Security deposits 8,542 28,071
Other liabilities 273,316 310,949
---------- ----------
Net cash provided by operating activities 930,440 617,639
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Additions to land, buildings, and amenities (2,455,546) (488,501)
Sale of land, buildings and amenities - 1,235,105
Change of ownership of Joint Venture (Note 9) (93,419) (368,723)
---------- ----------
Net cash (used in) provided by investing activities (2,548,965) 377,881
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Principal payments on mortgages payable (614,787) (528,952)
Increase in mortgages payable 643,092 -
Cash distributions - (1,264,924)
Increase in loan costs (72,483) (19,948)
Repurchase of Limited Partnership Units - (123,000)
Cash and equivalents - restricted 34,500 (394,215)
---------- ----------
Net cash used in financing activities (9,678) (2,331,039)
---------- ----------
Net decrease in cash and equivalents (1,628,203) (1,335,519)
CASH AND EQUIVALENTS, beginning of period 2,807,198 4,543,666
---------- ----------
CASH AND EQUIVALENTS, end of period $ 1,178,995 $ 3,208,147
========== ==========
Interest paid on a cash basis $ 673,610 $ 675,224
========== ==========
</TABLE>
The accompanying notes to financial statements are an integral part of these
statements.
5
<PAGE>
NTS-PROPERTIES V,
-----------------
A Maryland Limited Partnership
------------------------------
NOTES TO FINANCIAL STATEMENTS
-----------------------------
The unaudited financial statements and schedules included herein should be read
in conjunction with the Partnership's 1999 Form 10-K as filed with the
Securities and Exchange Commission on March 31, 2000. In the opinion of the
General Partner, all adjustments (only consisting of normal recurring accruals)
necessary for a fair presentation have been made to the accompanying financial
statements for the three months and nine months ended September 30, 2000 and
1999.
1. Use of Estimates in the Preparation of Financial Statements
-----------------------------------------------------------
The preparation of financial statements in conformity with Generally
Accepted Accounting Principles ("GAAP") 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 the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
2. Concentration of Credit Risk
----------------------------
NTS-Properties V owns and operates or has a joint venture investment in
commercial rental properties in Kentucky (Louisville) and Florida (Ft.
Lauderdale). The Partnership also has a joint venture investment in a
residential rental property in Louisville, Kentucky.
3. Reclassification of 1999 Financial Statements
---------------------------------------------
Certain reclassifications have been made to the December 31, 1999 financial
statements to conform to the September 30, 2000 classifications. These
reclassifications have no effect on previously reported operations.
4. Cash and Equivalents - Restricted
---------------------------------
Cash and equivalents - restricted represents funds received for residential
security deposits, funds which have been escrowed with mortgage companies
for property taxes in accordance with the loan agreements, and funds
reserved by the Partnership for the purchase of Limited Partnership Units.
5. Basis of Property and Depreciation
----------------------------------
Land, buildings and amenities are stated at historical cost less
accumulated depreciation to the Partnership. Costs directly associated with
the acquisition, development and construction of a project are capitalized.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets which are 5-30 years for land improvements, 3-30
years for buildings and improvements, 3-7 years for amenities and the
applicable lease term for tenant improvements.
6
<PAGE>
5. Basis of Property and Depreciation - Continued
----------------------------------------------
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed Of," specifies circumstances in which certain long-lived assets
must be reviewed for impairment. If the carrying amount of an asset exceeds
the sum of its expected future cash flows, the asset's carrying value must
be written down to fair value. Application of this standard by management
during the periods ended September 30, 2000 and 1999 did not result in any
impairment loss.
On September 8, 1998, a contract was executed to sell a parcel of land
known as University Phase III for $801,000 to Silver City Properties, Ltd.
On March 17, 1999, NTS-Properties V sold a highway easement on this land to
Orange County Florida for $216,648. On September 17, 1999, the closing was
held for the September 8, 1998 contract. At closing, Silver City
Properties, Ltd. was credited for $145,824 of the $216,648 proceeds from
the highway easement on this parcel of land.
On July 23, 1999, the Lakeshore/University II Joint Venture closed on the
sale of 2.4 acres of land adjacent to the Lakeshore Business Center for a
purchase price of $528,405.
6. Mortgages Payable
-----------------
Mortgages payable consist of the following:
<TABLE>
September 30, December 31,
2000 1999
---- ----
<S> <C> <C>
Mortgage payable to an insurance company,
bearing interest at a fixed rate of 8.125%,
due August 1, 2008, secured by
land and a building. $ 3,724,589 $ 3,883,797
Mortgage payable to an insurance company,
bearing interest at a fixed rate of 8.125%,
due August 1, 2008, secured by
land and buildings. 3,461,859 3,609,836
Mortgage payable to an insurance company,
bearing interest at a fixed rate of 7.2%,
due January 5, 2013, secured by land,
buildings and amenities. 2,553,296 2,649,944
Mortgage payable to an insurance company,
bearing interest at a fixed rate of 7.2%,
due January 5, 2013, secured by land,
buildings and amenities. 1,524,940 1,582,663
Mortgage payable to a bank, bearing interest
at a variable rate based on
LIBOR daily rate plus 2.3%,
currently 8.92%, due on September 8, 2003,
secured by land and a building. 645,528 -
---------- ----------
$11,910,212 $11,726,240
========== ==========
</TABLE>
Based on the borrowing rates currently available to the Partnership for
mortgages with similar terms and average maturities, the fair value of
long-term debt is approximately $11,648,000.
7
<PAGE>
7. Tender Offer
------------
On September 22, 2000, the Partnership and ORIG, LLC, an affiliate of the
Partnership, filed a tender offer (the "Tender Offer") with the Securities
and Exchange Commission, commencing on September 22, 2000, to purchase up
to 200 of the Partnership's Limited Partnership Units at a price of $230
per Unit. Under the Tender Offer, the Partnership will purchase the first
100 Units tendered and will fund its purchase and its portion of the
expenses from cash reserves. If more than 100 Units are tendered, ORIG, LLC
will purchase up to an additional 100 Units. If more than 200 Units are
tendered, the bidders may choose to acquire the additional Units on a pro
rata basis. The total costs of the Tender Offer are expected to be $56,000,
consisting of $46,000 to purchase 200 Units and $10,000 of expenses. The
Partnership expects that its share of these costs will be approximately
$28,000. Units that are acquired by the Partnership will be retired. Units
that are acquired by ORIG, LLC will be held by it. The General Partner,
NTS-Properties Associates V, does not intend to participate in the Tender
Offer. The Tender Offer will expire on December 22, 2000 unless extended.
8. Related Party Transactions
--------------------------
Pursuant to an agreement with the Partnership, NTS Development Company, an
affiliate of the General Partner of the Partnership, receives property
management fees on a monthly basis. The fees are paid in an amount equal to
5% of the gross revenues from the residential properties and 6% of the
gross revenues from the commercial property. Also pursuant to an agreement,
NTS Development Company receives a repair and maintenance fee equal to 5.9%
of costs incurred which relate to capital improvements. These repair and
maintenance fees are capitalized as part of land, buildings and amenities.
The Partnership was charged the following amounts from NTS Development
Company for the nine months ended September 30, 2000 and 1999. These
charges include items which have been expensed as operating expenses -
affiliated or professional and administrative expenses - affiliated and
items which have been capitalized as other assets or as land, buildings and
amenities.
<TABLE>
Nine Months Ended
September 30,
-------------
2000 1999
---- ----
<S> <C> <C>
Property management fees $ 174,645 $ 166,909
-------- --------
Total property management fees 174,645 166,909
-------- --------
Property management 223,083 164,659
Leasing 104,969 134,766
Administrative - operating 50,442 56,762
Other 3,770 6,548
-------- --------
Total operating expenses -affiliated 382,264 362,735
-------- --------
(Continued on next page)
8
<PAGE>
8. Related Party Transactions - Continued
--------------------------------------
Nine Months Ended
September 30,
-------------
2000 1999
---- ----
Administrative - professional 106,762 128,697
-------- --------
Total professional and administrative
expenses - affiliated 106,762 128,697
-------- --------
Repairs and maintenance fee 131,554 18,957
Leasing commissions 52,752 74,297
Construction management 30 -
-------- --------
Total related party transactions capitalized 184,336 93,254
-------- --------
Total related party transactions $ 848,007 $ 751,595
======== ========
</TABLE>
On February 7, 2000, ORIG, LLC (the "Affiliate") purchased Interests in the
Partnership pursuant to an Agreement, Bill of Sale and Assignment, by and
among the Affiliate and four investors in the Partnership (the "Purchase
Agreement"). The Affiliate purchased 1,604 Interests in the Partnership for
total consideration of $425,949, or an average price of $265.55 per
Interest. The Affiliate paid these investors a premium above the purchase
price previously offered for Interests pursuant to prior tender offers
because this purchase allowed the Affiliate to purchase a substantial
number of Interests without incurring the significant expenses involved
with a tender offer and multiple transfers.
9. Transactions Affecting the Investment in Lakeshore/University II Joint
---------------------------------------------------------------------------
Venture
-------
On July 1, 2000 and July 1, 1999, NTS-Properties V contributed $500,000 and
$1,737,000, respectively, to the Lakeshore/University II Joint Venture
("L/U II Joint Venture"). The other partners in the Joint Venture did not
make capital contributions at that time. Accordingly, the ownership
percentages of the other partners in the Joint Venture decreased. Effective
July 1, 2000, NTS-Properties V's percentage of ownership in the L/U II
Joint Venture is 81.19% as compared to 79.45% prior to July 1, 2000 and
69.23% prior to July 1, 1999.
10. Commitments and Contingencies
-----------------------------
The Partnership, as an owner of real estate, is subject to various
environmental laws of federal and local governments. Compliance by the
Partnership with existing laws has not had a material adverse effect on the
Partnership's financial condition and results of operations. However, the
Partnership cannot predict the impact of new or changed laws or regulations
on its current properties or on properties that it may acquire in the
future.
The Partnership does not believe there is any litigation threatened against
the Partnership other than routine litigation arising out of the ordinary
course of business, some of which is expected to be covered by insurance,
none of which is expected to have a material adverse effect on the
consolidated financial statements of the Partnership.
9
<PAGE>
10. Commitments and Contingencies - Continued
-----------------------------------------
Pursuant to a contract signed on December 6, 1999, the L/U II Joint Venture
has a commitment to construct a building to be known as Lakeshore Business
Center Phase III on 3.8 acres of land it owns at the Lakeshore Business
Center Development. The construction cost is currently estimated to be
$4,000,000 and will be funded by working capital and approximately
$2,680,000 in debt financing. As of September 30, 2000, the L/U II Joint
Venture has incurred approximately $2,820,000 in expenses for the
construction of Lakeshore Business Center Phase III.
On September 8, 2000, the L/U II Joint Venture obtained a loan from a bank
for an amount not exceeding $2,680,000 to fund the construction of
Lakeshore Business Center Phase III. This commitment is guaranteed by the
L/U II Joint Venture, NTS-Properties V, NTS-Properties IV, Ltd. and NTS-Ft.
Lauderdale, Ltd. The funds will be used by the L/U II Joint Venture to
construct Lakeshore Business Center Phase III. The loan bears a variable
interest rate equal to a daily floating LIBOR rate as quoted for 30-day
investments, plus 230 basis points and is secured by 3.8 acres of land
located at the Lakeshore Business Center Development and the improvements
now and hereafter located on the land.
As of September 30, 2000, the L/U II Joint Venture has a commitment for
approximately $122,000 for tenant improvements on 6,190 square feet at
Lakeshore Business Center Phase III. The Partnership's share of this
commitment is approximately $99,000 and will be funded from debt financing.
The L/U II Joint Venture anticipates replacing the roofs at Lakeshore
Business Center Phase I for a cost of approximately $200,000. The
Partnership's share of this project will be $162,000 and will be funded
from cash flows from operations.
11. Segment Reporting
-----------------
The Partnership's reportable operating segments include residential and
commercial real estate operations. The residential operations represent the
Partnership's ownership and operating results relative to an apartment
community known as The Willows of Plainview Phase II. The commercial
operations represent the Partnership's ownership and operating results
relative to suburban commercial office space known as Commonwealth Business
Center Phase II and Lakeshore Business Center Phases I, II and III.
The financial information of the operating segments has been prepared using
a management approach, which is consistent with the basis and manner in
which the Partnership's management internally reports financial information
for the purposes of assisting in making internal operating decisions. The
Partnership's management evaluated performance based on stand-alone
operating segment net income.
10
<PAGE>
11. Segment Reporting - Continued
-----------------------------
<TABLE>
Three Months Ended September 30, 2000
--------------------------------------
Residential Commercial Total
--------- --------- ---------
<S> <C> <C> <C>
Rental income $ 301,886 $ 723,415 $1,025,301
Interest and other income 1,370 4,713 6,083
--------- --------- ---------
Total net revenues $ 303,256 $ 728,128 $1,031,384
--------- --------- ---------
Operating expenses and operating expenses -
affiliated $ 105,117 $ 258,708 $ 363,825
Loss on disposal of assets - 14,506 14,506
Interest expense 74,167 112,012 186,179
Management fees 15,576 44,751 60,327
Real estate taxes 15,095 81,690 96,785
Depreciation and amortization 49,235 166,364 215,599
--------- --------- ---------
Total expenses $ 259,190 $ 678,031 $ 937,221
--------- --------- ---------
Net income $ 44,066 $ 50,097 $ 94,163
========= ========= =========
</TABLE>
<TABLE>
Three Months Ended September 30, 1999
-------------------------------------
Residential Commercial Total
--------- --------- ---------
<S> <C> <C> <C>
Rental income $ 307,528 $ 659,706 $ 967,234
Interest and other income 598 (11,095) (10,497)
--------- --------- ---------
Total net revenues $ 308,126 $ 648,611 $ 956,737
--------- --------- ---------
Operating expenses and operating expenses -
affiliated $ 101,628 $ 271,697 $ 373,325
Loss on disposal of assets 5,484 530 6,014
Interest expense 78,025 - 78,025
Management fees 16,642 42,693 59,335
Real estate taxes 13,028 71,641 84,669
Depreciation and amortization 48,416 160,107 208,523
--------- --------- ---------
Total expenses $ 263,223 $ 546,668 $ 809,891
--------- --------- ---------
Net income $ 44,903 $ 101,943 $ 146,846
========= ========= =========
</TABLE>
11
<PAGE>
11. Segment Reporting - Continued
-----------------------------
<TABLE>
Nine Months Ended September 30, 2000
-------------------------------------
Residential Commercial Total
--------- --------- --------
<S> <C> <C> <C>
Rental income $ 893,076 $2,142,311 $3,035,387
Interest and other income 3,078 13,166 16,244
--------- --------- ---------
Total net revenues $ 896,154 $2,155,477 $3,051,631
--------- --------- ---------
Operating expenses and operating expenses -
affiliated $ 354,898 $ 743,164 $1,098,062
Loss on disposal of assets 41,855 118,985 160,840
Interest expense 225,236 388,108 613,344
Management fees 45,430 129,215 174,645
Real estate taxes 45,235 242,062 287,297
Depreciation and amortization 147,119 486,131 633,250
--------- --------- ---------
Total expenses $ 859,773 $2,107,665 $2,967,438
--------- --------- ---------
Net income $ 36,381 $ 47,812 $ 84,193
========= ========= =========
</TABLE>
<TABLE>
Nine Months Ended September 30, 1999
------------------------------------
Residential Commercial Total
--------- --------- --------
<S> <C> <C> <C>
Rental income $ 926,345 $1,904,864 $2,831,209
Interest and other income 1,736 4,334 6,070
--------- --------- ---------
Total net revenues $ 928,081 $1,909,198 $2,837,279
--------- --------- ---------
Operating expenses and operating expenses -
affiliated $ 296,426 $ 704,953 $1,001,379
Loss on disposal of assets 30,383 530 30,913
Interest expense 235,470 - 235,470
Management fees 49,589 117,320 166,909
Real estate taxes 39,083 199,489 238,572
Depreciation and amortization 144,467 433,158 577,625
--------- --------- ---------
Total expenses $ 795,418 $1,455,450 $2,250,868
--------- --------- ---------
Net income $ 132,663 $ 453,748 $ 586,411
========= ========= =========
</TABLE>
12
<PAGE>
11. Segment Reporting - Continued
-----------------------------
A reconciliation of the totals reported for the operating segments to the
applicable line items in the consolidated financial statements for the
three months and nine months ended September 30, 2000 and 1999 is necessary
given amounts recorded at the Partnership level and not allocated to the
operating properties for internal reporting purposes.
<TABLE>
Three Months Ended September 30,
--------------------------------
2000 1999
---- ----
<CAPTION>
NET REVENUES
------------
<S> <C> <C>
Total revenues for reportable segments $ 1,031,384 $ 956,737
Other income for Partnership 75,451 189,622
Gain on sale of assets - 52,051
Eliminations (60,959) (69,528)
---------- ----------
Total consolidated net revenues $ 1,045,876 $ 1,128,882
========== ==========
OPERATING EXPENSES AND OPERATING
--------------------------------
EXPENSES - AFFILIATED
-----------------------
Total operating expenses and operating expenses -
affiliated for reportable segments $ 363,825 $ 373,325
Operating expenses and operating expenses - affiliated
for Partnership (6,823) (426)
---------- ----------
Total operating expenses and operating expenses -
affiliated $ 357,002 $ 372,899
========== ==========
INTEREST EXPENSE
----------------
Interest expense for reportable segments $ 186,179 $ 78,025
Interest expense for Partnership - 154,713
---------- ----------
Total interest expense $ 186,179 $ 232,738
========== ==========
REAL ESTATE TAXES
-----------------
Total real estate taxes for reportable segments $ 96,785 $ 84,669
Real estate taxes for Partnership - 7,776
---------- ----------
Total real estate taxes $ 96,785 $ 92,445
========== ==========
DEPRECIATION AND AMORTIZATION
-----------------------------
Total depreciation and amortization for reportable
segments $ 215,599 $ 208,523
Depreciation and amortization for Partnership 8,788 9,220
Eliminations 7,746 7,745
---------- ----------
Total depreciation and amortization $ 232,133 $ 225,488
========== ==========
NET INCOME (LOSS)
-----------------
Total net income for reportable segments $ 94,163 $ 146,846
Net income (loss) for Partnership 1,925 (52,289)
Eliminations (68,706) (77,274)
---------- ----------
Total net income $ 27,382 $ 17,283
========== ==========
</TABLE>
13
<PAGE>
11. Segment Reporting - Continued
-----------------------------
<TABLE>
Nine Months Ended September 30,
-------------------------------
2000 1999
---- ----
<CAPTION>
<S> <C> <C>
NET REVENUES
------------
Total revenues for reportable segments $ 3,051,631 $ 2,837,279
Other income for Partnership 112,917 350,426
Gain on sale of assets - 52,051
Eliminations 3,513 (147,355)
---------- ----------
Total consolidated net revenues $ 3,168,061 $ 3,092,401
========== ==========
OPERATING EXPENSES AND OPERATING
--------------------------------
EXPENSES - AFFILIATED
---------------------
Total operating expenses and operating expenses -
affiliated for reportable segments $ 1,098,062 $ 1,001,379
Operating expenses and operating expenses - affiliated
for Partnership 2,197 11,583
---------- ----------
Total operating expenses and operating expenses -
affiliated $ 1,100,259 $ 1,012,962
========== ==========
INTEREST EXPENSE
----------------
Interest expense for reportable segments $ 613,344 $ 235,470
Interest expense for Partnership - 436,156
---------- ----------
Total interest expense $ 613,344 $ 671,626
========== ==========
REAL ESTATE TAXES
-----------------
Total real estate taxes for reportable segments $ 287,297 $ 238,572
Real estate taxes for Partnership - 42,138
---------- ----------
Total real estate taxes $ 287,297 $ 280,710
========== ==========
DEPRECIATION AND AMORTIZATION
-----------------------------
Total depreciation and amortization for reportable
segments $ 633,250 $ 577,625
Depreciation and amortization for Partnership 26,361 24,101
Eliminations 23,237 23,237
---------- ----------
Total depreciation and amortization $ 682,848 $ 624,963
========== ==========
NET INCOME (LOSS)
-----------------
Total net income for reportable segments $ 84,193 $ 586,411
Net loss for Partnership (127,174) (425,687)
Eliminations (19,724) (170,592)
---------- ----------
Total net loss $ (62,705) $ (9,868)
========== ==========
</TABLE>
14
<PAGE>
12. Recent Accounting Pronouncement
-------------------------------
The Emerging Issues Task Force ("EITF") of the Financial Accounting
Standards Board ("FASB") has reached a consensus on Issue No. 00-1,
"Applicability of the Pro Rata Method of Consolidation to Investments in
Certain Partnerships and Other Unincorporated Joint Ventures." The EITF
reached a consensus that a proportionate gross financial statement
presentation (referred to as "proportionate consolidation" in the
Partnership's 1999 Form 10-K Notes to Financial Statements) is not
appropriate for an investment in an unincorporated legal entity accounted
for by the equity method of accounting, unless the investee is in either
the construction industry or an extractive industry where there is a
longstanding practice of its use.
The consensus is applicable to financial statements for annual periods
ending after June 15, 2000. Upon application of the consensus, all
comparative financial statements shall be restated to conform with the
consensus. The application of this consensus will not result in a
restatement of previously reported partners' equity or results of
operations, but will result in a recharacterization or reclassification of
certain financial statements' captions and amounts. The Partnership plans
to restate its financial statements using the equity method to account for
its joint venture investments for the year ending December 31, 2000.
15
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
------------------------------------------------------------------------
of Operations
-------------
Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") is structured in four major sections. The first section
provides information related to occupancy levels and rental and other income
generated by the Partnership's properties. The second analyzes results of
operations on a consolidated basis. The final sections address consolidated cash
flows and financial condition. A discussion of certain market risks also
follows. MD&A should be read in conjunction with the Financial Statements in
Item 1 and the Cautionary Statements below.
Cautionary Statements
---------------------
Some of the statements included in this Item 2 may be considered to be
"forward-looking statements" since such statements relate to matters which have
not yet occurred. For example, phrases such as "the Partnership anticipates,"
"believes" or "expects," indicate that it is possible that the event
anticipated, believed, or expected may not occur. Should such event not occur,
then the result which the Partnership expected also may not occur or occur in a
different manner, which may be more or less favorable to the Partnership. The
Partnership does not undertake any obligations to publicly release the result of
any revisions to these forward-looking statements that may be made to reflect
any future events or circumstances.
Any forward-looking statements included in MD&A, or elsewhere in this report,
which reflect management's best judgement, based on factors known, involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking statements as a result of a number of factors, including
but not limited to those discussed below. Any forward-looking information
provided by the Partnership pursuant to the safe harbor established by recent
securities legislation should be evaluated in the context of these factors.
The Partnership's liquidity, capital resources and results of operations are
subject to a number of risks and uncertainties including, but not limited to the
following: the ability of the Partnership to achieve planned revenues; the
ability of the Partnership to make payments due under its debt agreements; the
ability of the Partnership to negotiate and maintain terms with vendors and
service providers for operating expenses; competitive pressures from other real
estate companies, including large commercial and residential real estate
companies, which may affect the nature and viability of the Partnership's
business strategy; trends in the economy as a whole which may affect consumer
confidence and demand for the types of rental property held by the Partnership;
the ability of the Partnership to predict the demand for specific rental
properties; the ability of the Partnership to attract and retain tenants;
availability and costs of management and labor employed; real estate occupancy
and development costs, including substantial fixed investment costs associated
with renovations necessary to obtain new tenants and retain existing tenants;
and the risk of a major commercial tenant defaulting on its lease due to risks
generally associated with real estate, many of which are beyond the control of
the Partnership, including general or local economic conditions, competition,
interest rates, real estate tax rates, other operating expenses and acts of God.
16
<PAGE>
Results of Operations
---------------------
The occupancy levels at the Partnerships properties as of September 30 were as
follows:
<TABLE>
Nine Months Ended
September 30,
-------------
2000 (1) 1999
-------- ----
Wholly-owned Properties
-----------------------
<S> <C> <C>
Commonwealth Business Center Phase II 80% 76%
Property Owned in Joint Venture with NTS-Properties IV
------------------------------------------------------
(Ownership % at September 30, 2000)
-----------------------------------
The Willows of Plainview Phase II (90.30%) (2) 91% 93%
Properties Owned through Lakeshore/University II
------------------------------------------------
Joint Venture (L/U II Joint Venture)
-----------------------------------
Lakeshore Business Center Phase I (3) 74% 74%
Lakeshore Business Center Phase II (3) 86% 86%
Lakeshore Business Center Phase III (4) N/A N/A
</TABLE>
(1) Current occupancy levels are considered adequate to continue the operation
of Commonwealth Business Center Phase II, The Willows of Plainview Phase II
and Lakeshore Business Center Phases I and II without additional financing.
Lakeshore Business Center Phase III is currently under construction.
(2) In the opinion of the General Partner of the Partnership, the decrease in
period ending occupancy is only a temporary fluctuation and does not
represent a permanent downward occupancy trend.
(3) Ownership percentage was 81.19% as of September 30, 2000 and 79.45% as of
September 30, 1999. (See Notes to Financial Statements - Note 9).
(4) Ownership percentage was 81.19% as of September 30, 2000. Construction of
the property commenced December 1999. As of September 30, 2000, one lease
for 4,689 square feet has been signed and the tenant is expected to take
occupancy during the fourth quarter of 2000. Another lease for 6,190 square
feet has been signed and the tenant is expected to take occupancy during
the first quarter of 2001.
The average occupancy levels at the Partnership's properties during the three
months and nine months ended September 30 were as follows:
<TABLE>
Three Months Nine Months
Ended Ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
Wholly-owned Properties
-----------------------
<S> <C> <C> <C> <C>
Commonwealth Business Center Phase II 81% 79% 85% 79%
Property Owned in Joint Venture with
------------------------------------
NTS-Properties IV
-----------------
(Ownership % at September 30, 2000)
-----------------------------------
The Willows of Plainview Phase II (90.30%) (1) 95% 93% 93% 95%
Properties Owned Through
------------------------
Lakeshore/ University II
------------------------
University (L/U II Joint Venture)
---------------------------------
Lakeshore Business Center Phase I (2) 74% 73% 75% 75%
Lakeshore Business Center Phase II (1) (2) 86% 86% 83% 86%
Lakeshore Business Center Phase III (3) N/A N/A N/A N/A
</TABLE>
(Footnotes continued on next page)
17
<PAGE>
Results of Operations - Continued
---------------------------------
(1) In the opinion of the General Partner of the Partnership, the decrease in
average occupancy is only a temporary fluctuation and does not represent a
permanent downward occupancy trend.
(2) Ownership percentage was 81.19% for the three months ended September 30,
2000, 79.45% for the six months ended June 30, 2000 and the three months
ended September 30, 1999, and 69.23% for the six months ended June 30,
1999. (See Notes to Financial Statements - Note 9).
(3) Ownership percentage was 81.19% as of September 30, 2000. Construction of
the property commenced December 1999.
Rental and other income generated by the Partnership's properties for the three
months and nine months ended September 30, 2000 and 1999 were as follows:
<TABLE>
Three Months Nine Months
Ended Ended
September 30, September 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
Wholly-owned Properties
-----------------------
<S> <C> <C> <C> <C>
Commonwealth Business Center Phase II $157,420 $147,542 $484,640 $442,890
Property Owned in Joint Venture with
------------------------------------
NTS-Properties IV (Ownership % at
---------------------------------
September 30, 2000)
-------------------
The Willows of Plainview Phase II
(90.30%) $303,257 $308,126 $896,154 $928,083
Property Owned Through
----------------------
Lakeshore/University II Joint Venture
-------------------------------------
(L/U II Joint Venture)
----------------------
Lakeshore Business Center Phase I (1) $276,823 $236,583 $825,738 $700,682
Lakeshore Business Center Phase II (1) $293,885 $268,487 $845,099 $765,625
Lakeshore Business Center Phase III (2) N/A N/A N/A N/A
</TABLE>
(1) Represents ownership percentage of 81.19% for the three months ended
September 30, 2000, 79.45% for the six months ended June 30, 2000 and the
three months ended September 30, 1999, and 69.23% for the six months ended
June 30, 1999. (See Notes to Financial Statements - Note 9).
(2) Ownership percentage was 81.19% as of September 30, 2000. Construction of
the property commenced December 1999. As of September 30, 2000, one lease
for 4,689 square feet has been signed and the tenant is expected to take
occupancy during the fourth quarter of 2000. Another lease for 6,190 square
feet has been signed and the tenant is expected to take occupancy during
the first quarter of 2001.
Revenues shown in the table above for properties owned through a joint venture
represent only the Partnership's percentage interest in those revenues.
The following is an analysis of material changes in results of operations for
the periods ending September 30, 2000 and 1999. Items that did not have a
material impact on operations for the periods listed above have been excluded
from this discussion.
18
<PAGE>
Results of Operations - Continued
---------------------------------
Rental income increased approximately $58,000 or 6% and $204,000 or 7% for the
three months and nine months ended September 30, 2000, respectively, as compared
to the same periods in 1999. The increase is primarily a result of increased
ownership of the L/U II Joint Venture. Partially offsetting the increase is a
decrease in rental income at The Willows of Plainview Phase II resulting from
decreases in average occupancy.
Period-ending occupancy percentages represent occupancy only on a specific date;
therefore, the above analysis considers average occupancy percentages which are
more representative of the entire period's results.
In cases of tenants who cease making rental payments or abandon the premises in
breach of the lease terms, the Partnership pursues collection through the use of
collection agencies or other remedies available by law when practical. In cases
where tenants have vacated as a result of bankruptcy, the Partnership has taken
legal action when it thought there could be a possible collection. There have
been no funds recovered as a result of these actions during the three months and
nine months ended September 30, 2000 or 1999. As of September 30, 2000 no action
is being taken against any tenants to collect funds through the remedies
discussed above.
The 1999 gain on sale of assets is the result of the sale of University III
vacant land to Silver City Properties, Ltd. on September 17, 1999 and the result
of the Partnership's share of the L/U II Joint Venture sale of 2.4 acres of land
on July 23, 1999. (See Notes to Financial Statements - Note 5).
Interest and other income decreased approximately $18,000 or 47% and $6,000 or
4% for the three months and nine months ended September 30, 2000, respectively,
as compared to the same periods in 1999, primarily as a result of a decrease in
cash reserves available for investment as a result of funds used for the
construction of Lakeshore Business Center Phase III and contributions made to
the L/U II Joint Venture.
Operating expenses decreased approximately $24,000 or 10% for the three months
ended September 30, 2000, as compared to the same period in 1999, primarily as
the result of decreased landscape maintenance at Lakeshore Business Center
Phases I and II. Partially offsetting the decrease is an increase in the
ownership of the L/U II Joint Venture.
Operating expenses increased approximately $68,000 or 10% for the nine months
ended September 30, 2000, as compared to the same period in 1999, primarily due
to increased ownership of the L/U II Joint Venture.
The 2000 and 1999 loss on disposal of assets can be attributed to the retirement
of assets at The Willows of Plainview Phase II and Lakeshore Business Center
Phases I and II. The retirements are the result of common area improvements at
The Willows of Plainview Phase II and Lakeshore Business Center Phases I and II,
new alarm system installations, wood and paint replacements and clubhouse
remodeling at The Willows of Plainview Phase II. The loss represents the cost to
retire assets which were not fully depreciated at the time of replacement.
19
<PAGE>
Results of Operations - Continued
---------------------------------
Interest expense decreased approximately $47,000 or 20% and $58,000 or 9% for
the three months and nine months ended September 30, 2000, respectively, as
compared to the same periods in 1999, primarily as a result of regular principal
payments. The decrease is partially offset by funds drawn on the Lakeshore
Business Center Phase III construction loan closed September 8, 2000.
Professional and administrative expenses decreased approximately $47,000 or 59%
and $81,000 or 44% for the three months and nine months ended September 30,
2000, respectively, as compared to the same periods in 1999, primarily as a
result of decreased costs incurred for legal and accounting fees related to the
Tender Offers.
Professional and administrative expenses - affiliated decreased $4,000 or 9% and
$22,000 or 17% for the three months and nine months ended September 30, 2000,
respectively, as compared to the same periods in 1999, as a result of decreased
salary costs due to personnel changes. Professional and administrative expenses
- affiliated are expenses incurred for services performed by employees of NTS
Development Company, an affiliate of the General Partner.
Depreciation and amortization increased approximately $7,000 or 3% and $58,000
or 9% for the three months and nine months ended September 30, 2000,
respectively, as compared to the same periods in 1999, as a result of an
increase in ownership of the L/U II Joint Venture as described below. The
aggregate cost of the Partnership's properties for federal tax purposes is
approximately $30,084,265.
Contributing to all of the increases and partially offsetting all the decreases
discussed above is an increase in ownership of L/U II Joint Venture. (See Notes
to Financial Statements - Note 9).
Consolidated Cash Flows and Financial Condition
-----------------------------------------------
In the next 12 months, the Partnership expects the demand on future liquidity to
increase as a result of future leasing activity at Commonwealth Business Center
Phase II and Lakeshore Business Center Phases I, II and III. At this time, the
future leasing and tenant finish costs which will be required to renew the
current leases or obtain new tenants are unknown. It is anticipated that the
cash flow from operations and cash reserves will be sufficient to meet the needs
of the Partnership.
Cash flows provided by (used in):
<TABLE>
Nine Months Ended September 30,
-------------------------------
2000 1999
---- ----
<S> <C> <C>
Operating activities $ 930,440 $ 617,639
Investing activities (2,548,965) 377,881
Financing activities (9,678) (2,331,039)
---------- ----------
Net decrease in cash and equivalents $(1,628,203) $(1,335,519)
========== ==========
</TABLE>
20
<PAGE>
Consolidated Cash Flows and Financial Condition - Continued
-----------------------------------------------------------
Net cash provided by operating activities increased approximately $313,000 for
the nine months ended September 30, 2000, as compared to the same period in
1999. This increase was primarily driven by an increase in accounts payable and
the Partnership's net operating results before non-cash items. This increase was
partially offset by an increase in other assets.
Net cash used in investing activities increased approximately $2,927,000 for the
nine months ended September 30, 2000, as compared to the same period in 1999.
The increase is the result of increased capital expenditures primarily at
Lakeshore Business Center Phase III.
Net cash used in financing activities decreased approximately $2,321,000 for the
nine months ended September 30, 2000, as compared to the same period in 1999.
The decrease was primarily the result of an approximate $1,265,000 cash
distribution paid in March 1999. No distributions were paid during the nine
months ended September 30, 2000. Also contributing to the decrease is a decrease
in the repurchase of Limited Partnership Units, a decrease in restricted cash
and an increase in funds drawn on the Lakeshore Business Center Phase III loan
which closed September 8, 2000.
The table below presents that portion of the distributions which represent a
return of capital on a GAAP basis for the nine months ended September 30, 1999.
No distributions were made during the nine months ended September 30, 2000.
<TABLE>
Net Loss Cash Distributions Return of
Allocated Declared Capital
--------- -------- -------
Limited Partners:
<S> <C> <C> <C>
2000 $ (62,078) $ - $ -
1999 $ (9,769) $ 1,252,275 $ 1,252,275
General Partner:
2000 $ (627) $ - $ -
1999 $ (99) $ 12,649 $ 12,649
</TABLE>
Currently, the Partnership's plans for renovations and other major capital
expenditures include tenant improvements at the Partnership's properties as
required by lease negotiations and the construction of Lakeshore Business Center
Phase III as described below. Changes to current tenant finish improvements are
a typical part of any lease negotiation. Improvements generally include a
revision to the current floor plan to accommodate a tenant's needs, new
carpeting and paint and/or wallcovering. The extent and cost of the improvements
are determined by the size of the space being leased and whether the
improvements are for a new tenant or incurred because of a lease renewal. The
tenant finish improvements will be funded by cash flow from operations and cash
reserves.
Pursuant to a contract signed on December 6, 1999, the L/U II Joint Venture has
a commitment to construct a building to be known as Lakeshore Business Center
Phase III on 3.8 acres of land it owns at the Lakeshore Business Center
Development. The construction commenced in December 1999 and cost is currently
estimated to be $4,000,000 and will be funded by working capital and
approximately $2,680,000 in debt financing. As of September 30, 2000, the L/U II
Joint Venture incurred approximately $2,820,000 in expenses for the construction
of Lakeshore Business Center Phase III.
21
<PAGE>
Consolidated Cash Flows and Financial Condition - Continued
-----------------------------------------------------------
On September 8, 2000, the L/U II Joint Venture obtained a loan from a bank for
an amount not exceeding $2,680,000 to fund the construction of Lakeshore
Business Center Phase III. This commitment is guaranteed by the L/U II Joint
Venture, NTS-Properties V, NTS-Properties IV, Ltd. and NTS-Ft. Lauderdale, Ltd.
The funds will be used by the L/U II Joint Venture to construct Lakeshore
Business Center Phase III. The loan bears a variable interest rate equal to a
daily floating LIBOR rate as quoted for 30-day investments, plus 230 basis
points and is secured by 3.8 acres of land located at the Lakeshore Business
Center Development and the improvements now and hereafter located on the land.
As of September 30, 2000, the L/U II Joint Venture has a commitment for
approximately $122,000 for tenant improvements on 6,190 square feet at Lakeshore
Business Center Phase III. The Partnership's share of this commitment is
approximately $99,000 and will be funded from debt financing.
The L/U II Joint Venture anticipates replacing the roofs at Lakeshore Business
Center Phase I for a cost of approximately $200,000. The Partnership's share of
this project will be $162,000 and will be funded from cash flows from
operations.
The Partnership has no other material commitments for renovations or capital
improvements as of September 30, 2000.
On September 22, 2000, the Partnership and ORIG, LLC, an affiliate of the
Partnership, filed a tender offer (the "Tender Offer") with the Securities and
Exchange Commission, commencing on September 22, 2000, to purchase up to 200 of
the Partnership's Limited Partnership Units at a price of $230 per Unit. Under
the Tender Offer, the Partnership will purchase the first 100 Units tendered and
will fund its purchase and its portion of the expenses from cash reserves. If
more than 100 Units are tendered, ORIG, LLC will purchase up to an additional
100 Units. If more than 200 Units are tendered, the bidders may choose to
acquire the additional Units on a pro rata basis. The total costs of the Tender
Offer are expected to be $56,000, consisting of $46,000 to purchase 200 Units
and $10,000 of expenses. The Partnership expects that its share of these costs
will be approximately $28,000. Units that are acquired by the Partnership will
be retired. Units that are acquired by ORIG, LLC will be held by it. The General
Partner, NTS- Properties Associates V, does not intend to participate in the
Tender Offer. The Tender Offer will expire on December 22, 2000 unless extended.
The following describes the efforts being taken by the Partnership to increase
the occupancy levels at the Partnership's properties. At Commonwealth Business
Center Phase II, the leasing and renewal negotiations are handled by leasing
agents, who are employees of NTS Development Company, located in Louisville,
Kentucky. The leasing agents are located in the same city as the property. All
advertising is coordinated by NTS Development Company's marketing staff located
in Louisville, Kentucky. A leasing agent, an employee of NTS Development
Company, located at Lakeshore Business Center, handles the leasing and renewal
negotiations at Lakeshore Business Center Phases I, II and III. At The Willows
of Plainview Phase II, the Partnership has an on-site leasing staff, who
22
<PAGE>
Consolidated Cash Flows and Financial Condition - Continued
-----------------------------------------------------------
are employees of NTS Development Company. The staff handles all on-site visits
from potential tenants, makes visits to local companies to promote fully
furnished apartments, negotiates lease renewals with current residents and
coordinates all local advertising with NTS Development Company's marketing
staff. Leases at the Partnership's commercial properties provide for tenants to
contribute toward the payment of common area expenses, insurance and real estate
taxes. These lease provisions, along with the fact that residential leases are
generally for a period of one year, should protect the Partnership's operations
from the impact of inflation and changing prices.
23
<PAGE>
Item 3. Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------
Our primary market risk exposure with regard to financial instruments is changes
in interest rates. At September 30, 2000, a hypothetical 100 basis point
increase in interest rates would result in an approximate $445,000 decrease in
the fair value of the debt.
24
<PAGE>
PART II. OTHER INFORMATION
-----------------
Item 1. Legal Proceedings
-----------------
Not applicable.
Item 2. Changes in Securities
---------------------
Not applicable.
Item 3. Defaults Upon Senior Securities
-------------------------------
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
Not applicable.
Item 5. Other Information
-----------------
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits:
Exhibit 27. Financial Data Schedule
b) Reports on Form 8-K:
Not applicable.
25
<PAGE>
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.
NTS-PROPERTIES V,
A Maryland Limited Partnership
------------------------------------------
(Registrant)
BY: NTS-Properties Associates V,
General Partner,
BY: NTS Capital Corporation,
General Partner
/s/ Gregory A. Wells
------------------------------------------
Gregory A. Wells
Senior Vice President and
Chief Financial Officer of
NTS Capital Corporation
Date: November 14, 2000
26
<PAGE>
