UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
------- SECURITIES EXCHANGE ACT OF 1934
For the quarter ended
March 31, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
------- THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number
0-17718
-------
RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Wisconsin 39-1618677
------------------------------- -------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
20875 Crossroads Circle
Suite 800
Waukesha, Wisconsin 53186
------------------------------- -------------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (414) 798-0900
--------------
Securities registered pursuant to Section 12(b) of the Act:
None
----
Securities registered pursuant to Section 12(g) of the Act:
LIMITED PARTNERSHIP INTERESTS
-----------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 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>
RAL INCOME + EQUITY GROWTH V
LIMITED PARTNERSHIP
FORM 10-Q
TABLE OF CONTENTS
PAGES
PART I FINANCIAL INFORMATION
Item 1. Financial Statements I-1
Item 2. Management's Discussion and
Analysis of Financial Condition and
Results of Operations I-7
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K (None)
Signatures
<PAGE>
<TABLE>
RAL INCOME + EQUITY GROWTH V
LIMITED PARTNERSHIP
BALANCE SHEETS
MARCH 31, 1998 AND DECEMBER 31, 1997
<CAPTION>
UNAUDITED AUDITED
MARCH 31, DECEMBER 31,
ASSETS 1998 1997
------ ---------- ------------
<S> <C> <C>
Cash 1,733,652 1,694,720
Rents receivable 7,794 10,113
Note receivable 142,500 142,500
Investment in joint venture 394,186 402,830
Other assets 4,707 564
Investment properties, net of
accumulated depreciation of
$1,464,628 in 1998 and $1,400,882
in 1997 4,936,737 4,995,981
Deferred charges 26,086 25,272
---------- ----------
TOTAL ASSETS 7,245,662 7,271,980
========== ==========
LIABILITIES AND PARTNER CAPITAL
-------------------------------
Accounts payable and accrued expenses 138,065 132,980
Security deposits 84,314 83,684
Deferred rents 4,276 9,742
Mortgage payable 98,740 101,215
---------- ----------
TOTAL LIABILITIES 325,395 327,621
General partners' capital 5,045 0
Limited partners' capital 6,915,222 6,944,359
---------- -----------
Partners' capital 6,920,267 6,944,359
TOTAL LIABILITIES AND
PARTNER CAPITAL 7,245,662 7,271,980
========== ==========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
I-1
<PAGE>
<TABLE>
RAL INCOME + EQUITY GROWTH V
LIMITED PARTNERSHIP
Statement of Operations
For the three months ended March 31, 1998 and 1997
<CAPTION>
UNAUDITED
3 Months 3 Months
ended ended
MARCH 31, MARCH 31,
1998 1997
--------- ---------
<S> <C> <C>
REVENUE:
Rental income 254,345 301,499
Interest income 25,973 4,865
Other income 4,665 9,044
------- -------
284,983 315,408
OPERATING EXPENSES:
Property operation,
maintenance, and
administrative expenses 117,561 145,802
Management fees 12,499 15,114
Depreciation and
Amortization 63,807 53,692
--------- ---------
Total expenses 193,867 214,608
--------- ---------
Net income before
participation in
joint venture 91,116 100,800
--------- ---------
Participation in
joint venture 9,792 8,612
--------- ---------
NET INCOME 100,908 109,412
========= =========
<FN>
The accompanying notes are an integral part of these
statements.
</FN>
<PAGE>
</TABLE>
I-2
<TABLE>
RAL INCOME + EQUITY GROWTH V
LIMITED PARTNERSHIP
Statements of Changes in Partners' Capital
For the three months ended March 31, 1998 and
the year ended December 31, 1997
<CAPTION>
UNAUDITED
Limited General
Partners Partners Total
-------- -------- -----
<S> <C> <C> <C>
Balance, January 1, 1997 6,977,759 (110,645) 6,867,114
Net Income 438,586 135,486 574,072
Cash Distributions paid (471,986) (24,841) (496,827)
----------- ---------- -----------
Balance, December 31, 1997 6,944,359 0 6,944,359
----------- ---------- -----------
Net Income 95,863 5,045 100,908
Cash Distributions paid (125,000) 0 (125,000)
----------- ---------- -----------
BALANCE, March 31, 1998 6,915,222 5,045 6,920,267
========== ============ ==========
<FN>
The accompanying notes are an integral part of these
statements.
</FN>
<PAGE>
</TABLE>
I-3
<TABLE>
RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
For the three months ended March 31, 1998 and 1997
<CAPTION>
UNAUDITED
3 Months 3 Months
ended ended
MARCH 31, MARCH 31,
1998 1997
----------- -----------
<S> <C> <C>
Cash Flows from
operating activities:
Net income 100,908 109,412
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation and
amortization expense 63,807 53,692
Participation in income
from joint venture (9,792) (8,612)
Increase (decrease) in assets:
Rents receivable 2,319 853
Other assets (5,018) 188
Increase (decrease) in liabilities:
Accounts payable and
accrued liabilities 5,085 (36,988)
Deferred rents (5,466) 1,496
Tenant security deposits 630 6,868
-------- --------
Net Cash Provided by
Operating Activities: 152,473 126,909
Cash flows from investing
activities:
Distributions from joint venture 18,437 11,062
Purchases of property and
equipment (4,503) 0
Net Cash Provided (Used) for --------- ---------
Investing Activities: 13,934 11,062
I-4
<PAGE>
Cash flows from financing
activities:
Cash distributions (125,000) (116,835)
Payments on Notes Payable (2,475) (2,366)
---------- ----------
Net Cash Provided by
Financing Activities (127,475) (119,201)
Net Increase (Decrease)
in Cash 38,932 18,770
---------- ----------
Cash Balance at
Beginning of Period 1,694,720 430,686
---------- ----------
Cash Balance at End of Period 1,733,652 449,456
=========== ==========
<FN>
The accompanying notes are an integral part of these
statements.
</FN>
</TABLE>
I-5
<PAGE>
RAL INCOME + EQUITY GROWTH V
LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
Pursuant to Rule 10-01(a)(5) of Regulation S-X (17 CFR Part 210)
RAL Income + Equity Growth V Limited Partnership is omitting its
footnote disclosure, other than the disclosure of subsequent events
below. The Registrant has presumed that users of the
interim financial information have read or have access to the
audited financial statements for the preceding fiscal year. The
disclosure is being omitted since it substantially duplicates the
disclosure contained in the most recent annual report to security
holders, Form 10-K for the fiscal year ended December 31, 1997. No
events have occurred (other than those discussed in the
Management's Discussion and Analysis of Financial Condition and
Results of Operations) subsequent to the end of the most recent
fiscal year which would have a material impact on the Partnership.
In the opinion of management, the unaudited interim financial
statements presented herein reflect all adjustments necessary to a
fair statement of the results for the interim periods presented.
Subsequent Events.
On April 1, 1998, the Partnership sold the Muir Heights Apartments for
$3,200,000 to the original developers to settle the Partnership's lawsuit
against such developers. The Partnership realized a gain of $857,961 as a
result of such sale.
In May 1998, the Partnership was notified by Champion Auto, its tenant in
Ashwaubenon, Wisconsin, that it is declaring bankruptcy.
The Partnership has received an offer from a prospective purchaser for all
or substantially all of the Partnership's properties. Accordingly, the
Partnership has entered into an asset purchase agreement with the
potential purchaser subject to Securities and Exchange Commission review
of the necessary consent solicitation documents, approval of the limited
partners and the receipt of an acceptable fairness opinion.
I-6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP is a Wisconsin
Limited Partnership formed on April 1, 1988, under the Wisconsin
Revised Uniform Limited Partnership Act. The Partnership was
organized to acquire new and existing income producing properties.
Also, the Partnership may acquire undeveloped property on which
improvements are to be constructed. The Partnership will not
purchase or lease any property from, or sell or lease property to,
the General Partners or their Affiliates, other than a purchase of
property which such persons have temporarily purchased and held
title to on behalf of the Partnership, and then only at their cost.
The Partnership has purchased six income-producing properties.
Liquidity and Capital Resources:
Properties acquired by the Partnership are intended to be held for
approximately seven to ten years. During the properties' holding
periods, the investment strategy is to maintain (on the "triple net
lease" property) and improve (on the residential properties)
occupancy rates through the application of professional property
management (including selective capital improvements). Cash flow
generated from property operations is distributed to the partners
on a quarterly basis. The Partnership also accumulates working
capital reserves for normal repairs, replacements, working capital,
and contingencies.
Net cash flow from operating activities for the three months ended
March 31 was $152,473 in 1998 and $126,909 in 1997. Cash flow has
increased in large part due to decreased repair and maintenance
expense at the Partnership's Madison, Wisconsin apartment complex
and a $22,000 increase in investment income.
As of March 31, 1998, the Partnership had cash of approximately
$1,734,000 representing funds held for investment in property
improvements, undistributed cash flow, working capital reserves,
and tenant security deposits. Total current liabilities were
approximately $226,000.
A distribution of cash flow from operations totaling approximately
$125,000 was made to the Limited Partners in March, 1998. The
total amount distributed to the Limited Partners in 1997 was
approximately $472,000.
I-7
Results of Operations:
Gross revenues for the three months ended March 31 were $284,983 in
1998 and $315,408 in 1997. Cash operating expenses for the three
months ended March 31, 1998 were $130,060 compared to $160,916 in
1997. The decrease in gross revenues and cash operating expenses
is primarily due to the sale of Forest Downs Apartments in December
1997 which had generated gross revenues of approximately $61,000
and cash expenses of $22,000 during the three months ended March
31, 1997. The reduction in gross revenues was partially offset by
an increase in interest income of $22,000.
Net income for the three months ended March 31, 1998 was $100,908
compared to $109,412 in 1997.
<TABLE>
The following is a listing of the approximate average physical
occupancy rates for the Partnership's residential properties for
the three months ended March 31, 1998 and calendar year 1997:
<CAPTION>
3 Months ended
March 31, 1998 1997
-------------- ----
<S> <C> <C>
1. Evergreen Estates
Mobile Home Park 92% 91%
2. Cedar Crossing Apartments 100% 97%
3. Camelot Mobile Home Park 98% 98%
4. Muir Heights Apartments 86% 85%
</TABLE>
Inflation:
The effect of inflation on the Partnership has not been material to
date. Should the rate of inflation increase substantially over the
life of the Partnership, it is likely to influence ongoing
operations, in particular, the operating expenses of the
Partnership. The Partnership's commercial leases contain clauses
permitting pass-through of certain increased operating costs.
Residential leases are typically of one year or less in duration;
this allows the Partnership to react quickly (through increases in
rent) to changes in the level of inflation. These factors should
serve to reduce, to a certain degree, any impact of rising costs on
the Partnership.
I-8
Subsequent Events
On April 1, 1998 the Partnership sold Muir Heights Apartments for
$3,200,000 to the original developers to settle the Partnership's
lawsuit against the developer. In May, the Partnership was notified by
Champion Auto, its tenant in Ashwaubenon, Wisconsin, that it is declaring
bankruptcy. Champion is current on all rent and other payments to the
Partnership, but has asked for a reduction in its monthly rent, effective
September 1, 1998, from $4,425 to $3,800. If the Partnership agrees to
such rent reduction, or if Champion ceases to be a tenant under the
current lease, the Partnership's revenues will be accordingly reduced.
Potential Sale of Partnership Properties
The Partnership has received an offer from a prospective purchaser
for all or substantially all of the Partnership's properties.
Accordingly, the Partnership has entered into an asset purchase
agreement with the potential purchaser subject to Securities and
Exchange Commission review of the necessary proxy statement/consent
document, approval of the limited partners and the receipt of an
acceptable fairness opinion.
I-9
<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.
RAL INCOME + EQUITY GROWTH V LIMITED PARTNERSHIP
(Registrant)
Date: August 31, 1998 Robert A. Long
---------------------------
Robert A. Long
General Partner
EXHIBIT INDEX
Exhibit No. Description
27.1 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE FINANCIAL STATEMENTS OF RAL INCOME + EQUITY V AS OF AND FOR THE
QUARTER ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 1,733,652
<SECURITIES> 0
<RECEIVABLES> 7,794
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,772,239
<PP&E> 6,401,365
<DEPRECIATION> 1,464,628
<TOTAL-ASSETS> 7,245,662
<CURRENT-LIABILITIES> 325,395
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 6,920,267
<TOTAL-LIABILITY-AND-EQUITY> 7,245,662
<SALES> 0
<TOTAL-REVENUES> 284,983
<CGS> 0
<TOTAL-COSTS> 193,867
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,643
<INCOME-PRETAX> 100,908
<INCOME-TAX> 0
<INCOME-CONTINUING> 100,908
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 100,908
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
