UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2011
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 0-11095
(Exact name of registrant as specified in its charter)
California | 22-2385051 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
55 Beattie Place, PO Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
(864) 239-1000
(Registrants 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 (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.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if a smaller reporting company) | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
Explanatory Note
This Form 10-Q/A amends the Quarterly Report on Form 10-Q of National Property Investors 5 for the quarter ended June 30, 2011 filed on August 12, 2011 (the Form 10-Q) for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T.
No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-Q.
Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those Sections.
ITEM 6. EXHIBITS
See Exhibit Index.
The agreements included as exhibits to this Form 10-Q/A contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:
Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q/A not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q/A and the Partnerships other public filings, which are available without charge through the SECs website at http://www.sec.gov.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NATIONAL PROPERTY INVESTORS 5 |
|
|
| By: NPI EQUITY INVESTMENTS, INC. |
| Managing General Partner |
|
|
Date: September 8, 2011 | By: /s/Steven D. Cordes |
| Steven D. Cordes |
| Senior Vice President |
|
|
Date: September 8, 2011 | By: /s/Stephen B. Waters |
| Stephen B. Waters |
| Senior Director of Partnership Accounting |
|
|
|
|
EXHIBIT INDEX
Exhibit Description of Exhibit
2.1 NPI, Inc. Stock Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2 to the Partnership's Current Report on Form 8-K dated August 17, 1995.
2.2 Partnership Units Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.1 to the Partnership's Current Report on Form 8-K filed by Insignia Financial Group, Inc. ("Insignia") with the Securities and Exchange Commission on September 1, 1995.
2.3 Management Purchase Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.2 to the Partnership's Current Report on Form 8-K filed by Insignia Financial Group, Inc. with the Securities and Exchange Commission on September 1, 1995.
2.5 Master Indemnity Agreement dated as of August 17, 1995, incorporated by reference to Exhibit 2.5 to the Partnership's Current Report on Form 8-K filed by Insignia Financial Group, Inc. with the Securities and Exchange Commission on September 1, 1995.
2.6 Agreement and Plan of Merger, dated as of October 1, 1999, by and between AIMCO and IPT incorporated by reference to Exhibit 2.1 in the Registrant's Current Report on Form 8-K dated as of October 16, 1999.
3.4 (a) Agreement of Limited Partnership incorporated by reference to Exhibit A to the Prospectus of the Partnership dated January 4, 1982, included in the Partnership's Registration Statement on Form S-11 (Reg. No. 2-74143).
(b) Amendments to Agreement of Limited Partnership incorporated by reference to the Definitive Proxy Statement of the Partnership dated April 3, 1991.
(c) Amendments to the Partnership Agreement, incorporated by reference to the Statement Furnished in Connection with the Solicitation of the Registrant dated August 28, 1992.
(d) Amendment to the Partnership Agreement, incorporated by reference to the Partnership's Current Report on Form 8-K dated October 25, 2004.
10.22 Multifamily Mortgage, Assignment of Rents and Security Agreement dated December 1, 2005 between National Property Investors 5, a California limited partnership, and GMAC Commercial Mortgage Bank. Incorporated by reference to the Partnership's Current Report on Form 8-K dated December 1, 2005.
10.23 Multifamily Note, dated December 1, 2005 between National Property Investors 5, a California limited partnership, and GMAC Commercial Mortgage Bank. Incorporated by reference to the Partnership's Current Report on Form 8-K dated December 1, 2005.
10.24 Guaranty, dated December 1, 2005 between AIMCO Properties, L.P. and GMAC Commercial Mortgage Bank. Incorporated by reference to the Partnership's Current Report on Form 8-K dated December 1, 2005.
10.25 Amended and Restated Multifamily Mortgage, Assignment of Rents, and Security Agreement dated December 1, 2005 between National Property Investors 5, a California limited partnership, and Federal Home Loan Mortgage Corporation. Incorporated by reference to the Partnership's Current Report on Form 8-K dated December 1, 2005.
10.26 Amended and Restated Multifamily Note dated December 1, 2005 between National Property Investors 5, a California limited partnership, and Federal Home Loan Mortgage Corporation. Incorporated by reference to the Partnership's Current Report on Form 8-K dated December 1, 2005.
10.27 Amended and Restated Guaranty dated December 1, 2005 between National Property Investors 5, a California limited partnership, and Federal Home Loan Mortgage Corporation. Incorporated by reference to the Partnership's Current Report on Form 8-K dated December 1, 2005.
10.31 Multifamily Note, dated August 31, 2007 between National Property Investors 5, a California limited partnership, and Capmark Bank, a Utah industrial bank. (Incorporated by reference to the Partnerships Current Report on Form 8-K dated August 31, 2007).
10.34 Purchase and Sale Contract between National Property Investors 5, a California limited partnership, and BHE Acquisitions, L.L.C., an Iowa limited liability company, incorporated by reference to the Partnership's Current Report on Form 8-K dated May 26, 2011.
10.35 First Amendment of Purchase and Sale Contract between National Property Investors 5, a California limited partnership, and BHE Acquisitions, L.L.C., an Iowa limited liability company, incorporated by reference to the Partnership's Current Report on Form 8-K dated June 27, 2011.
31.1* Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1* Certification of equivalent of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB** XBRL Taxonomy Extension Labels Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
* Previously filed or furnished with National Property Investors 5s Form 10-Q filed on August 12, 2011.
** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed furnished and not filed.
Statements of Operations (Unaudited) (USD $)
In Thousands, except Per Share data |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2011
|
Jun. 30, 2010
|
Jun. 30, 2011
|
Jun. 30, 2010
|
|
Revenues: | Â | Â | Â | Â |
Rental income | $ 333 | $ 342 | $ 658 | $ 674 |
Other income | 48 | 41 | 111 | 88 |
Total revenues | 381 | 383 | 769 | 762 |
Expenses: | Â | Â | Â | Â |
Operating | 191 | 179 | 395 | 388 |
General and administrative | 31 | 31 | 58 | 59 |
Depreciation | 89 | 82 | 177 | 155 |
Interest | 138 | 135 | 274 | 269 |
Property taxes | 22 | 30 | 46 | 59 |
Total expenses | 471 | 457 | 950 | 930 |
Casualty gain | Â | 12 | Â | 12 |
Net loss | (90) | (62) | (181) | (156) |
Net loss allocated to general partner (3%) | (3) | (2) | (5) | (5) |
Net loss allocated to limited partners (97%) | $ (87) | $ (60) | $ (176) | $ (151) |
Net loss per limited partnership unit | $ (1.06) | $ (0.73) | $ (2.13) | $ (1.83) |
Statement of Shareholders Equity (Deficit) (Unaudited) (USD $)
In Thousands |
Total
|
General Partner
|
Limited Partners
|
---|---|---|---|
Partners' deficit, beginning balance at Dec. 31, 2010 | $ (5,443) | $ (1,206) | $ (4,237) |
Net loss | (181) | (5) | (176) |
Partners' deficit, ending balance at Jun. 30, 2011 | $ (5,624) | $ (1,211) | $ (4,413) |
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Document and Entity Information
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Document and Entity Information | Â |
Entity Registrant Name | NATIONAL PROPERTY INVESTORS 5 |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2011 |
Amendment Flag | false |
Entity Central Index Key | 0000355637 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 82,428 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2011 |
Document Fiscal Period Focus | Q2 |
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Commitment and Contingencies
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Commitment and Contingencies | Â |
Commitments and Contingencies Disclosure [Text Block] | Note E Contingencies
The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.
Environmental
Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its property. |
Organization, Consolidation and Presentation of Financial Statements
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Organization, Consolidation and Presentation of Financial Statements | Â |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Note A Basis of Presentation
The accompanying unaudited financial statements of National Property Investors 5 (the "Partnership" or "Registrant") have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of NPI Equity Investments, Inc. ("NPI Equity" or the "Managing General Partner"), all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2011. The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2010. The Managing General Partner is a subsidiary of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust.
At June 30, 2011 and December 31, 2010, the Partnership had outstanding 82,428 limited partnership units.
The Partnerships management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.
On May 26, 2011, the Partnership entered into a sale contract with a third party to sell Willow Park on Lake Adelaide Apartments for a sales price of $8,950,000. The sale is projected to close during the third quarter of 2011. The Partnership has determined that certain held for sale criteria have not been met at June 30, 2011 and therefore continues to report the assets and liabilities of Willow Park on Lake Adelaide Apartments as held for investment and its operations as continuing operations. |
Extraordinary and Unusual Items
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Extraordinary and Unusual Items | Â |
Unusual or Infrequent Items Disclosure [Text Block] | Note D Casualty Events
In January 2009, Willow Park on Lake Adelaide Apartments suffered significant damage to the propertys landscaping as a result of freeze damage. The damage was estimated to be approximately $51,000. During the year ended December 31, 2009, the Partnership received insurance proceeds of approximately $21,000 and removed undepreciated damaged assets of approximately $39,000. During the three and six months ended June 30, 2010, the Partnership received additional insurance proceeds of approximately $30,000 and recognized a casualty gain of approximately $12,000.
In May 2009, Willow Park on Lake Adelaide Apartments suffered water damage to its property as a result of severe rain storms. The cost to repair the damage was approximately $17,000. Insurance proceeds of approximately $14,000 were received during the year ended December 31, 2010, which included approximately $10,000 for emergency expenses. During the three months ended September 30, 2010, the Partnership recognized a casualty gain of approximately $4,000 as the damaged assets were fully depreciated at the time of the casualty. |
Fair Value Measures and Disclosures
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Fair Value Measures and Disclosures | Â |
Fair Value Disclosures [Text Block] | Note C Fair Value of Financial Instruments
Financial Accounting Standards Board Accounting Standards Codification Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for mortgage notes payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable. At June 30, 2011, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate was approximately $7,160,000. |
Related Party Disclosures
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Related Party Disclosures | Â |
Related Party Transactions Disclosure [Text Block] | Note B - Transactions with Affiliated Parties
The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for payments to affiliates for property management services based on a percentage of revenue and for reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.
Affiliates of the Managing General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $38,000 for both the six months ended June 30, 2011 and 2010, which are included in operating expenses.
Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $28,000 and $24,000 for the six months ended June 30, 2011 and 2010, respectively, which is included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the six months ended June 30, 2011 and 2010 are construction management services provided by an affiliate of the Managing General Partner of approximately $6,000 and zero, respectively. At June 30, 2011 and December 31, 2010, approximately $178,000 and $154,000 of these accountable administrative expenses remain unpaid and are included in due to affiliates.
For services relating to the administration of the Partnership and operation of the Partnerships property, the Managing General Partner is entitled to receive payment for non-accountable expenses up to a maximum of $100,000 per year, based upon the original number of Partnership units sold, subject to certain limitations. No such reimbursements were earned during the six months ended June 30, 2011 or 2010.
Upon the sale of the Partnership's property, NPI Equity will be entitled to an Incentive Compensation Fee equal to 3% of the difference between the sales price of the property and the appraised value for such property at February 1, 1992. Payment of the Incentive Compensation Fee is subordinated to the receipt by the limited partners, of: (a) distributions from capital transaction proceeds of an amount equal to their appraised investment in the Partnership at February 1, 1992, and (b) distributions from all sources (capital transactions as well as cash flow) of an amount equal to six percent (6%) per annum cumulative, non-compounded, on their appraised investment in the Partnership at February 1, 1992.
The Partnership may receive advances of funds from AIMCO Properties, L.P., an affiliate of the Managing General Partner and the holder of a majority of the beneficial interest of the Partnership. During the six months ended June 30, 2011 and 2010, AIMCO Properties, L.P. advanced the Partnership approximately $66,000 and $72,000, respectively, to fund operating expenses at Willow Park on Lake Adelaide Apartments. Interest is charged at the prime rate plus 2% (5.25% at June 30, 2011). Interest expense during the six months ended June 30, 2011 and 2010 was approximately $25,000 and $18,000, respectively. During the six months ended June 30, 2010, the Partnership repaid associated accrued interest of approximately $30,000 with cash from operations. No such payments were made during the six months ended June 30, 2011. At June 30, 2011 and December 31, 2010, approximately $1,044,000 and $953,000, respectively, of advances and associated accrued interest was due to AIMCO Properties, L.P., and is included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.
The Partnership insures its property up to certain limits through coverage provided by Aimco, which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the Managing General Partner. During the six months ended June 30, 2011, the Partnership was charged by Aimco and its affiliates approximately $24,000 for hazard insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2011 as other insurance policies renew later in the year. The Partnership was charged by Aimco and its affiliates approximately $41,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2010. |
Property, Plant, and Equipment
|
6 Months Ended |
---|---|
Jun. 30, 2011
|
|
Property, Plant, and Equipment | Â |
Property, Plant, and Equipment, Additional Disclosures | Note F Investment Property
During the three months ended June 30, 2011, the Partnership retired and wrote off personal property no longer being used that had a cost basis of approximately $2,152,000 and accumulated depreciation of approximately $2,152,000. |
Balance Sheets (Unaudited) (USD $)
In Thousands |
Jun. 30, 2011
|
Dec. 31, 2010
|
---|---|---|
Assets | Â | Â |
Cash and cash equivalents | $ 17 | $ 20 |
Receivables and deposits | 68 | 67 |
Other assets | 163 | 168 |
Investment property: | Â | Â |
Land | 574 | 574 |
Buildings and related personal property | 8,275 | 10,334 |
Total investment property | 8,849 | 10,908 |
Less accumulated depreciation | (6,636) | (8,611) |
Investment property, net | 2,213 | 2,297 |
Total assets | 2,461 | 2,552 |
Liabilities | Â | Â |
Accounts payable | 24 | 31 |
Tenant security deposit liabilities | 43 | 41 |
Accrued property taxes | 46 | Â |
Other liabilities | 82 | 100 |
Due to affiliates | 1,222 | 1,107 |
Mortgage notes payable | 6,668 | 6,716 |
Total liabilities | 8,085 | 7,995 |
Partners' Deficit | Â | Â |
General partner | (1,211) | (1,206) |
Limited partners | (4,413) | (4,237) |
Total partners' deficit | (5,624) | (5,443) |
Total liabilities and partners' deficit | $ 2,461 | $ 2,552 |