-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S9BnTc3kPgfkW2RyDY873dolpg5MO3BiQIJZ7AbIP1PyEgbCKyrFKa6Rf1sIWqR9 gRCYoFvdlfYpf3Ex9we6+g== 0000950148-96-002647.txt : 19961118 0000950148-96-002647.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950148-96-002647 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REAL ESTATE ASSOCIATES LTD V CENTRAL INDEX KEY: 0000702644 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 953768810 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12438 FILM NUMBER: 96663010 BUSINESS ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 BUSINESS PHONE: 3102782191 MAIL ADDRESS: STREET 1: 9090 WILSHIRE BLVD STREET 2: STE 201 CITY: BEVERLY HILLS STATE: CA ZIP: 90211 10-Q 1 FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Ended SEPTEMBER 30, 1996 Commission File Number 2-77645 REAL ESTATE ASSOCIATES LIMITED V (A California Limited Partnership) I.R.S. Employer Identification No. 95-3768810 9090 WILSHIRE BLVD., SUITE 201 BEVERLY HILLS, CALIF. 90211 Registrant's Telephone Number, Including Area Code (310) 278-2191 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- 2 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) INDEX TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996 PART I. FINANCIAL INFORMATION Item 1. Financial Statements Balance Sheets, September 30, 1996 and December 31, 1995 . . . . . . . . . . . . . . . . . 1 Statements of Operations, Nine and Three Months Ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . 2 Statement of Partners' Equity (Deficiency), Nine Months Ended September 30, 1996 . . . . . . . . . . . . . . . . . . . . . . . . 3 Statements of Cash Flows, Nine Months Ended September 30, 1996 and 1995 . . . . . . . . . . . . . . . . . . . . 4 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) BALANCE SHEETS SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 ASSETS
1996 1995 (Unaudited) (Audited) ------------ ------------ INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2) $ 1,339,185 $ 1,103,818 CASH AND CASH EQUIVALENTS (Note 1) 1,971,663 1,876,153 OTHER ASSETS 600 - ------------ ------------ TOTAL ASSETS $ 3,311,448 $ 2,979,971 ============ ============ LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY) LIABILITIES: Accounts payable $ 574 $ 30,013 ------------ ------------ COMMITMENTS AND CONTINGENCIES (Notes 3 and 4) PARTNERS' EQUITY (DEFICIENCY): General partners (124,238) (127,847) Limited partners 3,435,112 3,077,805 ------------ ------------ 3,310,874 2,949,958 ------------ ------------ TOTAL LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY) $ 3,311,448 $ 2,979,971 ============ ============
The accompanying notes are an integral part of these financial statements. 1 4 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF OPERATIONS NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited)
Nine months Three months Nine months Three months ended ended ended ended Sept. 30, 1996 Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 199 ------------- ------------- ------------- ------------- INTEREST INCOME $ 51,755 $ 19,357 $ 44,036 $ 16,437 ------------- ------------- ------------- ------------- OPERATING EXPENSES: Legal and accounting 41,192 1,535 30,649 1,579 Management fees - general partner 190,836 63,612 190,836 63,612 Administrative (Note 3) 31,108 9,066 39,963 12,625 ------------- ------------- ------------- ------------- Total operating expenses 263,136 74,213 261,448 77,816 ------------- ------------- ------------- ------------- LOSS FROM OPERATIONS (211,381) (54,856) (217,412) (61,379) DISTRIBUTIONS FROM LIMITED PARTNERSHIPS RECOGNIZED AS INCOME (Note 2) 197,297 77,384 220,005 12,000 EQUITY IN INCOME OF LIMITED PARTNERSHIP AND AMORTI- ZATION OF ACQUISITION COSTS (Note 2) 375,000 125,000 375,000 125,000 ------------- ------------- ------------- ------------- NET INCOME $ 360,916 $ 147,528 $ 377,593 $ 75,621 ============= ============= ============= ============= NET INCOME PER LIMITED PARTNERSHIP INTEREST (Note 1) $ 46 $ 19 $ 48 $ 10 ============= ============= ============= =============
The accompanying notes are an integral part of these financial statements. 2 5 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENT OF PARTNERS' EQUITY (DEFICIENCY) NINE MONTHS ENDED SEPTEMBER 30, 1996 (Unaudited)
General Limited Partners Partners Total ----------- ----------- ----------- PARTNERSHIP INTERESTS, September 30, 1996 7,808 ========== EQUITY (DEFICIENCY), January 1, 1996 $ (127,847) $3,077,805 $2,949,958 Net income for the nine months ended September 30, 1996 3,609 357,307 360,916 ---------- ---------- ---------- EQUITY (DEFICIENCY), September 30, 1996 $ (124,238) $3,435,112 $3,310,874 =========== ========== ==========
The accompanying notes are an integral part of these financial statements. 3 6 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995 (Unaudited)
1996 1995 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 360,916 $ 377,593 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Equity in income of limited partnerships and amortization of acquisition costs (375,000) (375,000) Increase in other assets (600) - Decrease in accounts payable (29,439) (9,080) ----------- ----------- Net cash (used in) provided by operating activities (44,123) (6,487) ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Distributions from limited partnerships recognized as a return of capital 139,633 132,076 ----------- ----------- NET INCREASE IN CASH AND CASH EQUIVALENTS 95,510 125,589 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 1,876,153 1,708,014 ----------- ----------- CASH AND CASH EQUIVALENTS, END OF PERIOD $1,971,663 $1,833,603 =========== ===========
The accompanying notes are an integral part of these financial statements. 4 7 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 1996 NOTE 1 - SUMMARY OF SIGNIIFICANT ACCOUNTING POLICIES GENERAL The information contained in the following notes to the financial statements is condensed from that which would appear in the annual audited financial statements; accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and related notes thereto contained in the annual report for the year ended December 31, 1995 prepared by Real Estate Associates Limited V (the "Partnership"). Accounting measurements at interim dates inherently involve greater reliance on estimates than at year end. The results of operations for the interim period presented are not necessarily indicative of the results for the entire year. In the opinion of the Partnership, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals) necessary to present fairly the financial position as of September 30, 1996, and the results of operations for the nine and three months then ended and changes in cash flows for the nine months then ended. The general partners have a 1 percent interest in profits and losses of the Partnership. The limited partners have the remaining 99 percent interest which is allocated in proportion to their respective individual investments. National Partnership Investments Corp. (NAPICO) is the corporate general partner of the Partnership. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. METHOD OF ACCCOUNTING FOR INVESTMENT IN LIMITED PARTNERSHIPS The investment in limited partnerships is accounted for on the equity method. Acquisition, selection and other costs related to the acquisition of the projects are capitalized as part of the investment balance. NET INCOME PER LIMITED PARTNERSHIP INTEREST Net income per limited partnership interest was computed by dividing the limited partners' share of net income by the number of limited partnership interests outstanding during the year. The number of limited partnership interests was 7,808 for the periods presented. 5 8 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1996 NOTE 1 - SUMMARY OF SIGNIIFICANT ACCOUNTING POLICIES (CONTINUED) CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of cash and bank certificates of deposit with an original maturity of three months or less. INCOME TAXES No provision has been made for income taxes in the accompanying financial statements since such taxes, if any, are the liability of the individual partners. NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS The Partnership had acquired limited partnership interests in 20 limited partnerships and has limited partnership interests in 19 limited partnerships at September 30, 1996. The partnerships own residential rental projects consisting of 1,319 apartment units. The mortgage loans of these projects are insured by various governmental agencies. The Partnership, as a limited partner, is entitled to 75 percent to 99 percent of the profits and losses in these limited partnerships. Equity in losses of limited partnerships is recognized in the financial statements until the limited partnership investment account is reduced to a zero balance. Losses incurred after the limited partnership investment account is reduced to zero are not recognized. Distributions from the limited partnerships are accounted for as a return of capital until the investment balance is reduced to zero or to a negative amount equal to further capital contributions required. Subsequent distributions received are recognized as income. The following is a summary of the investment in limited partnerships as of September 30, 1996: Balance, beginning of period $1,103,818 Cash distributions recognized as a return of capital (139,633) Amortization of acquisition costs (12,000) Equity in income of limited partnerships 387,000 ---------- Balance, end of period $1,339,185 ==========
6 9 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1996 NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED) The following are unaudited combined estimated statements of operations for the nine and three months ended September 30, 1996 and 1995 for the limited partnerships in which the Partnership has investments:
Nine months Three months Nine months Three months ended ended ended ended Sept. 30, 1996 Sept. 30, 1996 Sept. 30, 1995 Sept. 30, 1995 -------------- -------------- --------------- -------------- REVENUES Rental income $9,462,000 $3,154,000 $9,600,000 $3,200,000 EXPENSES Depreciation 1,413,000 471,000 1,590,000 530,000 Interest 4,137,000 1,379,000 4,194,000 1,398,000 Operating 3,975,000 1,325,000 3,930,000 1,310,000 ---------- ---------- ---------- ---------- 9,525,000 3,175,000 9,714,000 3,238,000 ---------- ---------- ---------- ---------- Net loss $ (63,000) $ (21,000) $ (114,000) $ (38,000) ========== ========== ========== ==========
NAPICO, or one of its affiliates, is the general partner and property management agent for certain of the limited partnerships included above. NOTE 3 - MANAGEMENT FEES AND EXPENSES DUE TO GENERAL PARTNER Under the terms of the Restated Certificate and Agreement of Limited Partners, the Partnership is obligated to NAPICO for an annual management fee equal to 0.4 percent of the invested assets of the limited partnerships. Invested assets are defined as the costs of acquiring project interests, including the proportionate amount of the mortgage loans related to the Partnership's interests in the capital accounts of the respective partnerships. The fee was approximately $191,000 for the nine months ended September 30, 1996 and 1995. The Partnership reimburses NAPICO for certain expenses. The reimbursement paid to NAPICO was approximately $14,600 and $13,300 for the nine months ended September 30, 1996 and 1995, respectively, and is included in administrative expenses. 7 10 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS (CONTINUED) SEPTEMBER 30, 1996 NOTE 4 - CONTINGENCIES The corporate general partner of the Partnership is a plaintiff in various lawsuits and has also been a defendant in other lawsuits arising from transactions in the ordinary course of business. In the opinion of management and the corporate general partners, the claims will not result in any material liability to the Partnership. NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS Statement of Financial Accounting Standards No. 107, "Disclosure about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. The carrying amount of assets and liabilities reported on the balance sheets that require such disclosure approximates fair value due to their short-term maturity. 8 11 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 1996 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES The Partnership's primary sources of funds include interest income earned from investing available cash and distributions from limited partnerships in which the Partnership has invested. It is not expected that any of the local limited partnerships in which the Partnership has invested will generate cash flow sufficient to provide for distributions to limited partners in any material amount. RESULTS OF OPERATIONS Partnership revenues consist primarily of interest income earned on certificates of deposit and other temporary investment of funds not required for investment in local partnerships. Operating expenses consist primarily of recurring general and administrative expenses and professional fees for services rendered to the Partnership. In addition, an annual Partnership management fee in an amount equal to .4 percent of invested assets is payable to the corporate general partner. Operating expenses are consistent with the prior year. The Partnership accounts for its investments in the local limited partnerships on the equity method, thereby adjusting its investment balance by its proportionate share of the income or loss of the local limited partnerships. Losses incurred after the limited partnership investment account is reduced to zero are not recognized in accordance with the equity accounting method. At September 30, 1996, the Partnership has investments in 19 limited partnerships, all of which had operations. Distributions received from limited partnerships are recognized as return of capital until the investment balance has been reduced to zero or to a negative amount equal to future capital contributions required. Subsequent distributions received are recognized as income. Except for certificates of deposit and money market funds, the Partnership's investments are entirely interests in other limited partnerships primarily owning government assisted projects. Available cash is invested in these funds earning interest income as reflected in the statement of operations. These funds can be converted to cash to meet obligations as they arise. The Partnership intends to continue investing available funds in this manner. 9 12 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 1996 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The corporate general partner is a plaintiff or defendant in several lawsuits. None of these are related to REAL V. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) No exhibits are required per the provision of Item 7 of regulation S-K. 10 13 REAL ESTATE ASSOCIATES LIMITED V (A CALIFORNIA LIMITED PARTNERSHIP) SEPTEMBER 30, 1996 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. REAL ESTATE ASSOCIATES LIMITED V (a California limited partnership) By: National Partnership Investments Corp. General Partner Date: ----------------------------------- By: ----------------------------------- Bruce Nelson President Date: ----------------------------------- By: ----------------------------------- Shawn Horwitz Executive Vice President and Chief Financial Officer 11 EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS DEC-31-1996 JAN-01-1996 SEP-30-1996 1,971,663 0 0 0 0 1,972,263 0 0 3,311,448 574 0 0 0 0 3,310,874 3,311,448 0 624,052 0 0 263,136 0 0 360,916 0 360,916 0 0 0 360,916 0 0
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