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 March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 0-13400
NTS-PROPERTIES V,
A MARYLAND LIMITED PARTNERSHIP
| Maryland | 61-1051452 |
| (State or other jurisdiction of | (IRS Employer Identification No.) |
| incorporation or organization) |
10172 Linn Station Road, Louisville, Kentucky 40223
(Address of Principal Executive Offices)
(502) 426-4800
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
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. Yes [X] No [ ]
Indicate by check mark whether Registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]
TABLE OF CONTENTS
PART I
| Pages | ||||
| Item 1. | Financial Statements | |||
| Consolidated Balance Sheets as of March 31, 2003 | ||||
| and December 31, 2002 | 4 | |||
| Statement of Partners' Equity as of March 31, 2003 | 4 | |||
| Consolidated Statements of Operations for the Three Months | ||||
| Ended March 31, 2003 and 2002 | 5 | |||
| Consolidated Statements of Cash Flows for the Three Months | ||||
| Ended March 31, 2003 and 2002 | 6 | |||
| Notes to Consolidated Financial Statements | 7-14 | |||
| Item 2. | Management's Discussion and Analysis of Financial | |||
| Condition and Results of Operations | 15-21 | |||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 | ||
| Item 4. | Controls and Procedures | 22 |
PART II
| Item 1. | Legal Proceedings | 23 | ||
| Item 2. | Changes in Securities and Use of Proceeds | 23 | ||
| Item 3. | Defaults Upon Senior Securities | 23 | ||
| Item 4. | Submission of Matters to a Vote of Security Holders | 23 | ||
| Item 5. | Other Information | 23 | ||
| Item 6. | Exhibits and Reports on Form 8-K | 23-24 | ||
| Signatures | 25 | |||
| Certifications | 26-27 |
2
Some of the statements included in this Form 10-Q, particularly those included in Part I, Item 2 -
Management's Discussion and Analysis of Financial Condition and Results of Operations
("MD&A"), may be considered "forward-looking statements" because the statements relate to
matters which have not yet occurred. For example, phrases such as "we anticipate," "believe," or
"expect" indicate that it is possible that the event anticipated, believed or expected may not occur.
If these events do not occur, the result which we expected also may not occur, or may occur in a
different manner which may be more or less favorable to us. We do 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, reflect our general
partner's best judgment based on known factors, but 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 described in our filings with the Securities and
Exchange Commission, particularly our Form 10-K for the year ended December 31, 2002. Any
forward-looking information provided by us pursuant to the safe harbor established by securities
legislation should be evaluated in the context of these factors. 3
PART I - FINANCIAL INFORMATION NTS-PROPERTIES V, NTS-PROPERTIES V, The accompanying notes to consolidated financial statements are an integral part of these statements. 4
NTS PROPERTIES V, The accompanying notes to consolidated financial statements are an integral part of these statements. 5
NTS-PROPERTIES V, The accompanying notes to consolidated financial statements are an integral part of these statements. 6
NTS-PROPERTIES V, The unaudited consolidated financial statements included herein should be read in conjunction with
NTS-Properties V's 2002 Annual Report on Form 10-K as filed with the Securities and Exchange
Commission on March 31, 2003. In the opinion of our general partner, all adjustments, consisting
only of normal recurring accruals, necessary for a fair presentation have been made to the
accompanying consolidated financial statements for the three months ended March 31, 2003 and
2002. The results of operations for the interim periods are not necessarily indicative of the results
that may be expected for the full year or any other interim period. As used in this Quarterly Report
on Form 10-Q the terms "we," "us" or "our," as the context requires, may refer to the Partnership
or its interests in its property and joint ventures. The consolidated financial statements include the accounts of all wholly-owned properties and
majority-owned joint ventures. Intercompany transactions and balances have been eliminated. The preparation of financial statements in accordance with Accounting Principles Generally
Accepted in the United States 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. We own and operate or have a joint venture investment in one commercial property -
Commonwealth Business Center Phase II, in Louisville, Kentucky and three commercial properties -
Lakeshore Business Center Phases I, II and III, in Ft. Lauderdale, Florida. We also have a joint
venture investment in an apartment community - The Willows of Plainview Phase II, in Louisville,
Kentucky. Our financial instruments that are exposed to concentrations of credit risk consist of cash and
equivalents. We maintain our cash accounts primarily with banks located in Kentucky. Cash
balances are insured by the FDIC up to $100,000 per bank account. We may at times, in certain
accounts, have deposits in excess of $100,000. 7
NTS-PROPERTIES V, Cash and equivalents include cash on hand and short-term, highly liquid investments with initial
maturities of three months or less. We have a cash management program which provides for the
overnight investment of excess cash balances. Under an agreement with a bank, excess cash is
invested in a repurchase agreement for U.S. government or agency securities each night. As of
March 31, 2003, approximately $33,000 of our overnight investment was included in cash and cash
equivalents. Cash and equivalents - restricted represents funds received for residential security deposits and funds
which have been escrowed with mortgage companies for property taxes in accordance with the loan
agreements with said mortgage companies. Land, buildings and amenities are stated at historical cost, less accumulated depreciation. 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. The aggregate cost of our
properties for federal tax purposes is approximately $41,271,000. Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," 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
during the period ended March 31, 2003 did not result in an impairment loss. 8
NTS-PROPERTIES V, Mortgages and notes payable consist of the following: Based on the borrowing rates currently available to us for mortgages and notes with similar terms
and average maturities, the fair value of long-term debt is approximately $13,757,000. 9
NTS-PROPERTIES V, We intend to seek permanent financing for the mortgage loan coming due September 8, 2003 and
renewal of the mortgage loan coming due August 1, 2003. There can be no assurance that we will
be successful in obtaining these financings or that the rates or terms will be acceptable. Our mortgages may be prepaid but are generally subject to a yield-maintenance premium. Pursuant to an agreement with us, NTS Development Company, an affiliate of our general partner,
receives property management fees on a monthly basis. The fees are paid in an amount equal to 5%
of the gross revenues from our apartment community and 6% of the gross revenues from our
commercial properties. 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. We were charged the following amounts from NTS Development Company for the three months
ended March 31, 2003 and 2002. 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. 10
NTS-PROPERTIES V, As an owner of real estate, we are subject to various environmental laws of federal, state and local
governments. Our compliance with existing laws has not had a material adverse effect on our
financial condition and results of operations. However, we cannot predict the impact of new or
changed laws or regulations on our current properties or properties that we may acquire in the future. On March 14, 2003 we reached an agreement with the mortgage lender on the Lakeshore Business
Center Phases I and II mortgages to suspend principal payments for twelve months beginning with
the payments due May 1, 2003. The principal payments due will continue to be paid and deposited
by the lender into an escrow account. We will then be allowed to draw upon the escrowed funds for
specific capital improvements listed in the agreement. They include tenant finish costs, heating and
air conditioning equipment and roof replacements, which are expected to total approximately
$987,000. The agreement does not change any terms of the existing mortgage loans. However, the
suspension of principal payments will result in significant balances remaining due on the loans at
maturity in 2008, currently estimated to be approximately $757,000 and $814,000, respectively. On March 14, 2003 we signed a tenant to a lease for approximately 20,000 square feet of the
Lakeshore Business Center Phase III. The lease agreement calls for us to provide tenant finish
costing approximately $705,000. We expect to use existing and new financing sources to make these
expenditures. There can be no assurances that we will be successful in seeking new sources of
financing for Lakeshore Business Center Phase III. On December 12, 2001, three individuals filed an action in the Superior Court of the State of
California for the County of Contra Costa against our general partner, the general partners of four
public partnerships affiliated with us and several individuals and entities affiliated with us. The
action purports to bring claims on behalf of a class of limited partners based on, among other things,
tender offers made by the public partnerships and an affiliate of our general partner. The plaintiffs
allege, among other things, that the prices at which limited partnership interests were purchased in
these tender offers were too low. The plaintiffs are seeking monetary damages and equitable relief,
including an order directing the disposition of the properties owned by the public partnerships and
the distribution of the proceeds. No amounts have been accrued as a liability for this action in our
consolidated financial statements. Under an indemnification agreement with our general partner,
we are responsible for the costs of defending this action. For the three months ended March 31,
2003, our share of these legal costs was approximately $41,000, which was expensed. 11
NTS-PROPERTIES V, On September 24, 2002, in connection with the above-described lawsuit, the plaintiffs voluntarily
dismissed two of the individuals and one of the entities that had objected to the lawsuit on personal
jurisdiction grounds. This dismissal was the result of an agreement under which some defendants
agreed not to contest jurisdiction and the plaintiffs agreed to dismiss other defendants. Additionally,
on October 22, 2002, the court issued an order sustaining the demurrer of the general partners of
three limited partnerships affiliated with us. The effect of this ruling is that these three general
partners are no longer parties to the lawsuit. On the same date the court overruled the demurrer of
our general partner, the general partner of one other partnership affiliated with us and one individual
and two entities affiliated with us. The entities and individuals whose demurrers were overruled,
including our general partner, remain defendants in the lawsuit. Our general partner believes the
lawsuit is without merit, and is vigorously defending it. On February 27, 2003, two individuals filed a class and derivative action in the Circuit Court of
Jefferson County, Kentucky against our general partner, the general partners of three public
partnerships affiliated with us and several individuals and entities affiliated with us. On March 21,
2003, the complaint was amended to include the general partners of a public partnership affiliated
with us and a partnership that was affiliated with us but is no longer in existence. In the amended
complaint, the plaintiffs purport to bring claims on behalf of a class of limited partners and
derivatively on behalf of us and affiliated public partnerships based on alleged overpayments of fees,
prohibited investments, improper failures to make distributions, purchases of limited partnership
interests at insufficient prices and other violations of the limited partnership agreements. The
plaintiffs are seeking, among other things, compensatory and punitive damages in an unspecified
amount, an accounting, the appointment of a receiver or liquidating trustee, the entry of an order of
dissolution against the public partnerships, a declaratory judgment, and injunctive relief. No
amounts have been accrued as a liability for this action in our consolidated financial statements. Our
general partner believes that this action is without merit, and is vigorously defending it. We do not believe there is any other litigation threatened against us 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 effect on our financial position or results of operations,
except as discussed herein. Our reportable operating segments include - Residential and Commercial Real Estate Operations.
The residential operations represent our ownership and operating results relative to an apartment
community known as The Willows of Plainview Phase II. The commercial operations represent our
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. 12
NTS-PROPERTIES V, The financial information of the operating segments has been prepared using a management
approach, which is consistent with the basis and manner in which our management internally reports
financial information for the purposes of assisting in making internal operating decisions. Our
management evaluates performance based on stand-alone operating segment net income. 13
NTS-PROPERTIES V, A reconciliation of the totals reported for the operating segments to the applicable line items in the
consolidated financial statements for the three months ended March 31, 2003 and 2002 is necessary
given amounts recorded at the Partnership level and not allocated to the operating properties for
internal reporting purposes. 14
Management's Discussion and Analysis of Financial Condition and Results of Operations
("MD&A") should be read in conjunction with the Consolidated Financial Statements in Item 1 and
the Cautionary Statements below. The accompanying consolidated financial statements were prepared in conformity with accounting
principles generally accepted in the United States. Application of these accounting principles
requires us to make estimates about the future resolution of existing uncertainties; as a result, actual
results could differ from these estimates. In preparing these financial statements, we have made our
best estimates and judgements of the amounts and disclosures included in the financial statements,
giving due regard to materiality. Our most critical business assumption is that our properties' occupancy will remain at a level which
provides for debt payments and adequate working capital, currently and in the future. If occupancy
were to fall below that level and remain at or below that level for a significant period of time, then
our ability to make payments due under our debt agreements and to continue paying daily
operational costs would be greatly affected. We review properties for impairment on a property-by-property basis whenever events or changes
in circumstances indicate that the carrying value may not be recoverable. These circumstances
include, but are not limited to, declines in cash flows and occupancy. We may recognize an
impairment of property when the estimated undiscounted operating income before depreciation and
amortization is less than the carrying value of the property. To the extent an impairment has
occurred, we charge to income the excess of the carrying value of the property over its estimated fair
value. We may decide to sell properties that are held for use. The sales prices of these properties
may differ from their carrying values. The following tables include our selected summarized operating data for the three months ended
March 31, 2003 and March 31, 2002. This data should be read in conjunction with our financial
statements, including the notes thereto, in Part I, Item 1 of this report. 15
Several general trends have affected our recent operating results. Net revenues for residential have
increased slightly due to higher average occupancy at The Willows of Plainview Phase II, while
commercial net revenues have decreased slightly due to occupancy losses at Lakeshore Business
Center Phases I and II and Commonwealth Business Center Phase II. Operating expenses decreased
from 2002 levels primarily due to decreased repairs and maintenance expense and personnel costs.
Interest expense has remained relatively stable. Rental and other income generated by our properties and joint ventures for the three months ended
March 31, 2003 and 2002 were as follows: The occupancy levels at our properties and joint ventures as of March 31, 2003 and 2002 were as
follows: 16
The average occupancy levels at our properties and joint ventures for the three months ended March
31, 2003 and 2002 were as follows: We are making efforts to increase the occupancy levels at our properties. At Commonwealth
Business Center Phase II, the leasing and renewal negotiations are conducted 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. The leasing and renewal negotiations
at Lakeshore Business Center Phases I, II and III are managed by an off-site leasing agent. At The
Willows of Plainview Phase II, we have an on-site leasing staff, who are employees of NTS
Development Company. The staff facilitates 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. The following discussion relating to changes in our results of operations includes only those line
items within our Statements of Operations for which there was a material change between the three
months ending March 31, 2002 and March 31, 2003. Rental income decreased approximately $56,000, or 4%, for the three months ended March 31, 2003,
as compared to the same period in 2002, primarily as the result of decreased average occupancy at
Commonwealth Business Center Phase II and Lakeshore Business Center Phases I and II, partially
offset by increased average occupancy at The Willows of Plainview Phase II. Interest and other income decreased approximately $17,000, or 85%, for the three months ended
March 31, 2003, as compared to the same period in 2002, primarily as the result of decreased
miscellaneous income at Lakeshore Business Center Phases I and II. 17
Operating expenses decreased approximately $33,000, or 10%, for the three months ended March
31, 2003, as compared to the same period in 2002, primarily due to decreased repairs and
maintenance expense at The Willows of Plainview Phase II and Lakeshore Business Center Phase
I and decreased landscaping and utilities expense at The Willows of Plainview Phase II. The
decrease is partially offset by an increase in legal and professional fees for tenant matters and utilities
expense for vacant units at Commonwealth Business Center Phase II. Operating expenses - affiliated decreased approximately $41,000, or 23%, for the three months
ended March 31, 2003, as compared to the same period in 2002, primarily as a result of decreased
personnel costs. Operating expenses - affiliated are expenses for services performed by employees
of NTS Development Company, an affiliate of our general partner. These employee services include
property management, leasing, maintenance, security and other services necessary to manage and
operate our properties. Professional and administrative expenses increased approximately $137,000, for the three months
ended March 31, 2003, as compared to the same period in 2002. The increase is primarily due to an
increase in legal and professional fees related to our potential consolidation and litigation related to
limited partner actions. Professional and administrative expenses - affiliated increased approximately $4,000, or 10%, for
the three months ended March 31, 2003, as compared to the same period in 2002. The increase is
due to increased salary costs. Professional and administrative expenses - affiliated are expenses
incurred for services performed by employees of NTS Development Company, an affiliate of our
general partner. The employee services include legal, financial and other services necessary to
manage and operate the Partnership. Depreciation and amortization decreased approximately $22,000, or 7%, for the three months ended
March 31, 2003, as compared to the same period in 2002, as a result of assets becoming fully
depreciated. 18
The following table sets forth the cash provided by or used in operating activities, investing activities
and financing activities for the three months ended March 31, 2003 and 2002. Cash flows provided by (used in): Net cash provided by operating activities decreased approximately $40,000, or 15%, for the three
months ended March 31, 2003, as compared to the same period in 2002. This decrease was primarily
a result of a decrease in other liabilities and increased net loss, partially offset by an increase in
accounts payable. Net cash used in investing activities decreased approximately $293,000, or 98%, for the three months
ended March 31, 2003 as compared to the same period in 2002. The decrease is primarily the result
of decreased capital expenditures, primarily for tenant improvements at Lakeshore Business Center
Phases I, II and III and the clubhouse renovation at The Willows of Plainview Phase II. Net cash used in financing activities increased approximately $25,000, or 11%, for the three months
ended March 31, 2003, as compared to the same period in 2002, primarily as a result of continued
principal payments on the mortgages at Lakeshore Business Center Phases I and II and The Willows
of Plainview Phase II. Due to the fact that no distributions were paid during the three months ended March 31, 2003 or
2002, the table which presents that portion of the distributions that represents a return of capital in
accordance with Accounting Principles Generally Accepted in the United States has been omitted. We believe the current occupancy levels are considered adequate to continue the operations of our
properties without additional financing, with the exception of Lakeshore Business Center Phase III.
Our future liquidity depends significantly on our properties' occupancy remaining at a level which
provides for debt payments and adequate working capital, currently and in the future. If occupancy
were to fall below that level and remain at or below that level for a significant period of time, then
our ability to make payments due under our debt agreements and to continue paying daily
operational costs would be greatly impaired. 19
In the next 12 months, we expect the demand on future liquidity to increase as a result of replacing
the roofs at Lakeshore Business Center Phase I and of future leasing activity at Commonwealth
Business Center Phase II and Lakeshore Business Center Phases I, II and III. On March 14, 2003 we reached an agreement with the mortgage lender on the Lakeshore Business
Center Phases I and II mortgages to suspend principal payments for twelve months beginning with
the payments due May 1, 2003. The principal payments due will continue to be paid and deposited
by the lender into an escrow account. We will then be allowed to draw upon the escrowed funds for
specific capital improvements listed in the agreement. They include tenant finish costs, heating and
air conditioning equipment and roof replacements, which are expected to total approximately
$987,000. The agreement does not change any terms of the existing mortgage loans. However, the
suspension of principal payments will result in significant balances remaining due on the loans at
maturity in 2008, currently estimated to be approximately $757,000 and $814,000, respectively. On March 14, 2003 we signed a tenant to a lease for approximately 20,000 square feet of the
Lakeshore Business Center Phase III. The lease agreement calls for us to provide tenant finish
costing approximately $705,000. We expect to use existing and new financing sources to make these
expenditures. There can be no assurances that we will be successful in seeking new sources of
financing for Lakeshore Business Center Phase III. Currently, our plans for renovations and other major capital expenditures include tenant
improvements at our properties as required by lease negotiations at our commercial properties.
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, cash reserves or additional financing where necessary. We have no other material commitments for renovations or capital improvements as of March 31,
2003. Leases at our commercial properties provide for tenants to contribute their proportionate share of
common area maintenance expenses, insurance, utilities and real estate taxes. These lease provisions,
along with the fact that residential leases are generally for a period of one year, are intended to
protect us, in part, from the impact of inflation and changing prices. 20
On June 25, 2002, NTS-Properties Plus Ltd. merged with ORIG, LLC, ("ORIG") an affiliate of our
general partner. ORIG is the surviving entity as a result of this merger. NTS-Properties V continues
to hold a 81.19% interest in the L/U II Joint Venture after the completion of the NTS-Properties Plus
Ltd./ORIG Merger. ORIG now holds a 7.69% interest in the L/U II Joint Venture. Our general partner, along with the general partners of four other public limited partnerships
affiliated with us, is investigating a consolidation with other affiliated entities. In addition to these
affiliated entities, the consolidation would likely involve several private partnerships and our general
partner. The new combined entity would own all of the properties currently owned by the public
limited partnerships, and the limited partners or other owners of these entities would receive an
ownership interest in the combined entity. The number of ownership interests to be received by
limited partners and the other owners of the entities participating in the consolidation would likely
be determined based on the relative value of the assets contributed to the combined entity by each
public limited partnership, reduced by any indebtedness assumed by the entity. The majority of the
contributed assets would consist of real estate properties, whose relative values would be based on
appraisals. The potential benefits of consolidating the entities include: reducing the administrative
costs as a percentage of assets and revenues by creating a single public entity; diversifying limited
partners' investments in real estate to include additional markets and types of properties; and
creating an asset base and capital structure that may enable greater access to the capital markets.
There are, however, also a number of potential adverse consequences to a consolidation such as, the
expenses associated with a consolidation and the fact that the interests of our limited partners in the
combined entity would be smaller on a percentage basis than their interests in us. A consolidation
requires approval of our limited partners and the limited partners and other equity holders of the
other proposed participants to the consolidation. Accordingly, there is no assurance that the
consolidation will occur. Our website address is www.ntsdevelopment.com. Our annual reports on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or
furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available and may
be accessed free of charge through the "About NTS" section of our website as soon as reasonably
practicable after we electronically file such material with, or furnish it to, the SEC. Our website and
the information contained therein or connected thereto are not incorporated into this Quarterly
Report on Form 10-Q. 21
Our primary market risk exposure with regard to financial instruments stems from changes in interest
rates. All of our debt bears interest at a fixed rate with the exception of the $1,915,659 mortgage
payable on Lakeshore Business Center Phase III, the $800,000 mortgage payable on Commonwealth
Business Center Phase II and the various notes payable on The Willows of Plainview Phase II. On
March 31, 2003, a hypothetical 100 basis point increase in interest rates would result in an
approximate $356,000 decrease in the fair value of the debt and would increase interest expense on
the variable rate mortgage and notes by approximately $27,000 annually. The Chief Executive Officer and Chief Financial Officer of NTS Capital Corporation, the general
partner of our general partner, have concluded, based on their evaluation within 90 days of the filing
date of this report, that our disclosure controls and procedures are effective for gathering, analyzing
and disclosing the information we are required to disclose in our reports filed under the Securities
Exchange Act of 1934. There have been no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to the date of the previously
mentioned evaluation. 22
PART II - OTHER INFORMATION On February 27, 2003, two individuals filed a class and derivative action in the Circuit Court of
Jefferson County, Kentucky against our general partner, the general partners of three public
partnerships affiliated with us and several individuals and entities affiliated with us. On March 21,
2003, the complaint was amended to include the general partners of a public partnership affiliated
with us and a partnership that was affiliated with us but is no longer in existence. In the amended
complaint, the plaintiffs purport to bring claims on behalf of a class of limited partners and
derivatively on behalf of us and affiliated public partnerships based on alleged overpayments of fees,
prohibited investments, improper failures to make distributions, purchases of limited partnership
interests at insufficient prices and other violations of the limited partnership agreements. The
plaintiffs are seeking, among other things, compensatory and punitive damages in an unspecified
amount, an accounting, the appointment of a receiver or liquidating trustee, the entry of an order of
dissolution against the public partnerships, a declaratory judgment, and injunctive relief. No
amounts have been accrued as a liability for this action in our consolidated financial statements. Our
general partner believes that this action is without merit, and is vigorously defending it. Item 2 - Changes in Securities and Use of Proceeds Item 3 - Defaults Upon Senior Securities Item 4 - Submission of Matters to a Vote of Security Holders Item 5 - Other Information Item 6 - Exhibits and Reports on Form 8-K (a) Exhibits 23
24
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. Date: May 15, 2003 25
CERTIFICATION Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Brian F. Lavin, certify that: Date: May 15, 2003 /s/ Brian F. Lavin See also the certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is attached as an exhibit
to this report. 26
CERTIFICATION Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Gregory A. Wells, certify that: Date: May 15, 2003 /s/ Gregory A. Wells See also the certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which is attached as an exhibit
to this report. 27
EXHIBIT INDEX
Item 1 - Financial Statements
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED BALANCE SHEETS
As of As of
March 31, December 31,
2003 2002
-------------------- --------------------
(UNAUDITED)
ASSETS
Cash and equivalents $ 210,210 $ 235,801
Cash and equivalents - restricted 183,172 74,602
Accounts receivable, net 342,052 332,279
Land, buildings and amenities, net 20,466,596 20,764,422
Other assets 838,622 778,180
-------------------- --------------------
TOTAL ASSETS $ 22,040,652 $ 22,185,284
==================== ====================
LIABILITIES AND PARTNERS' EQUITY
Mortgages and notes payable $ 13,274,198 $ 13,517,370
Accounts payable 418,291 268,940
Security deposits 193,916 164,707
Other liabilities 351,922 205,071
-------------------- --------------------
TOTAL LIABILITIES 14,238,327 14,156,088
MINORITY INTEREST 1,040,134 1,035,110
COMMITMENTS AND CONTINGENCIES (Note 9)
PARTNERS' EQUITY 6,762,191 6,994,086
-------------------- --------------------
TOTAL LIABILITIES AND PARTNERS' EQUITY $ 22,040,652 $ 22,185,284
==================== ====================
A MARYLAND LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' EQUITY
(UNAUDITED)
Limited General
Partners Partner Total
------------------- ------------------ -----------------
PARTNERS' EQUITY/(DEFICIT)
Capital contributions, net of offering costs $ 30,582,037 $ 100 $ 30,582,137
Net (loss) income - prior years (5,798,298) 55,229 (5,743,069)
Net loss - current year (229,576) (2,319) (231,895)
Cash distributions declared to date (16,641,480) (168,177) (16,809,657)
Repurchase of limited partnership interests (1,035,325) -- (1,035,325)
------------------- ------------------ -----------------
BALANCES ON MARCH 31, 2003 $ 6,877,358 $ (115,167)$ 6,762,191
=================== ================== =================
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
March 31,
--------------------------------------------
2003 2002
------------------- -------------------
REVENUES
Rental income $ 1,206,033 $ 1,261,818
Interest and other income 2,961 19,672
------------------- -------------------
TOTAL REVENUES 1,208,994 1,281,490
------------------- -------------------
EXPENSES
Operating expenses 311,046 344,361
Operating expenses - affiliated 141,246 182,439
Interest expense 249,823 263,789
Management fees 69,860 72,681
Real estate taxes 133,827 126,416
Professional and administrative expenses 180,584 43,117
Professional and administrative expenses - affiliated 46,899 42,601
Depreciation and amortization 314,650 337,044
------------------- -------------------
TOTAL EXPENSES 1,447,935 1,412,448
------------------- -------------------
Loss before minority interest (238,941) (130,958)
Minority interest (7,046) (13,688)
------------------- -------------------
Net loss $ (231,895) $ (117,270)
=================== ===================
Net loss allocated to the limited partners $ (229,576) $ (116,097)
=================== ===================
Net loss per limited partnership interest $ (7.52) $ (3.80)
=================== ===================
Weighted average number of limited partnership interests 30,521 30,521
=================== ===================
A MARYLAND LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
March 31,
----------------------------------------------
2003 2002
------------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (231,895) $ (117,270)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation and amortization 365,039 404,810
Changes in assets and liabilities:
Cash and equivalents - restricted (108,570) (62,196)
Accounts receivable (9,773) (39,148)
Other assets (110,831) (184,914)
Accounts payable 149,351 88,282
Security deposits 29,209 (12,153)
Other liabilities 146,851 198,198
Minority interest (7,046) (13,688)
------------------- -------------------
Net cash provided by operating activities 222,335 261,921
------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to land, buildings and amenities (16,824) (374,972)
Minority interest 12,070 77,616
------------------- -------------------
Net cash used in investing activities (4,754) (297,356)
------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgages and notes payable 79,710 80,898
Principal payments on mortgages and notes payable (322,882) (299,077)
------------------- -------------------
Net cash used in financing activities (243,172) (218,179)
------------------- -------------------
Net decrease in cash and equivalents (25,591) (253,614)
CASH AND EQUIVALENTS, beginning of period 235,801 682,448
------------------- -------------------
CASH AND EQUIVALENTS, end of period $ 210,210 $ 428,834
=================== ===================
Interest paid on a cash basis $ 237,000 $ 251,865
=================== ===================
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, December 31,
2003 2002
------------------ -------------------
Mortgage payable to an insurance company in monthly
installments, bearing interest at a fixed rate of 8.125%, due
August 1, 2008, secured by land and a building. $ 3,441,831 $ 3,567,113
Mortgage payable to an insurance company in monthly
installments, bearing interest at a fixed rate of 8.125%, due
August 1, 2008, secured by land and buildings. 3,199,046 3,315,490
Mortgage payable to an insurance company in monthly
installments, bearing interest at a fixed rate of 7.2%, due
January 5, 2013, secured by land, buildings and amenities. 2,452,130 2,494,654
Mortgage payable to an insurance company in monthly
installments, bearing interest at a fixed rate of 7.2%, due
January 5, 2013, secured by land, buildings and amenities. 1,464,520 1,489,917
Mortgage payable to a bank on demand with interest payable
in monthly installments, at a variable rate based on LIBOR
daily rate plus 2.3%, currently 4.17%, due September 8, 2003,
secured by land and a building. 1,915,659 1,844,049
Mortgage payable to a bank on demand with interest payable
in monthly installments, at a variable rate based on LIBOR
one-month rate plus 2.75%, currently 4.088%, due August 1,
2003, secured by land and a building. 800,000 800,000
Note payable to a bank in monthly installments, bearing
interest at the Prime Rate, but not less than 6.00%, due April 5,
2003. On March 31, 2003, the interest rate was 6.00%. 921 5,595
Note payable to a bank in monthly installments, bearing
interest at the Prime Rate, but not less than 6.00%, due April 5,
2003. On March 31, 2003, the interest rate was 6.00%. 91 552
------------------ -------------------
$ 13,274,198 $ 13,517,370
================== ===================
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended
March 31,
-------------------------------------------
2003 2002
------------------ -------------------
Property management fees $ 69,860 $ 72,681
------------------ -------------------
Property management 97,809 120,858
Leasing 16,477 38,198
Administrative - operating 26,840 23,143
Other 120 240
------------------ -------------------
Total operating expenses - affiliated 141,246 182,439
------------------ -------------------
Professional and administrative expenses - affiliated 46,899 42,601
------------------ -------------------
Repair and maintenance fees 168 18,843
Leasing commissions 519 67,750
Construction management -- 3,525
------------------ -------------------
Total related party transactions capitalized 687 90,118
------------------ -------------------
Total related party transactions $ 258,692 $ 387,839
================== ===================
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 2003
---------------------------------------------------------
Residential Commercial Total
------------------ ----------------- -----------------
Rental income $ 316,205 $ 889,828 $ 1,206,033
Interest and other income (74) 2,963 2,889
------------------ ----------------- -----------------
Total net revenues $ 316,131 $ 892,791 $ 1,208,922
================== ================= =================
Operating expenses and operating
expenses - affiliated $ 112,623 $ 339,669 $ 452,292
Interest expense 71,450 173,282 244,732
Management fees 16,613 53,247 69,860
Real estate taxes 16,779 117,048 133,827
Depreciation and amortization 57,396 252,599 309,995
------------------ ----------------- -----------------
Total expenses 274,861 935,845 1,210,706
================== ================= =================
Net income (loss) $ 41,270 $ (43,054) $ (1,784)
================== ================= =================
Three Months Ended March 31, 2002
---------------------------------------------------------
Residential Commercial Total
------------------ ----------------- -----------------
Rental income $ 284,581 $ 977,237 $ 1,261,818
Interest and other income 816 17,400 18,216
------------------ ----------------- -----------------
Total net revenues $ 285,397 $ 994,637 $ 1,280,034
================== ================= =================
Operating expenses and operating
expenses - affiliated $ 149,750 $ 379,050 $ 528,800
Interest expense 76,481 182,217 258,698
Management fees 14,577 58,104 72,681
Real estate taxes 16,333 110,083 126,416
Depreciation and amortization 55,521 276,868 332,389
------------------ ----------------- -----------------
Total expenses 312,662 1,006,322 1,318,984
================== ================= =================
Net loss $ (27,265)$ (11,685) $ (38,950)
================== ================= =================
A MARYLAND LIMITED PARTNERSHIP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended
March 31,
-------------------------------------------
2003 2002
------------------ -------------------
NET REVENUES
Total revenues for reportable segments $ 1,208,922 $ 1,280,034
Other income for Partnership 72 1,456
------------------ -------------------
Total consolidated net revenues $ 1,208,994 $ 1,281,490
================== ===================
OPERATING EXPENSES
Operating expenses for reportable segments $ 452,292 $ 528,800
Operating expenses for Partnership -- (2,000)
------------------ -------------------
Total operating expenses $ 452,292 $ 526,800
================== ===================
INTEREST EXPENSE
Interest expense for reportable segments $ 244,732 $ 258,698
Interest expense for Partnership 5,091 5,091
------------------ -------------------
Total interest expense $ 249,823 $ 263,789
================== ===================
DEPRECIATION AND AMORTIZATION
Total depreciation and amortization for
reportable segments $ 309,995 $ 332,389
Depreciation and amortization for Partnership 4,655 4,655
------------------ -------------------
Total depreciation and amortization $ 314,650 $ 337,044
================== ===================
NET LOSS
Total net loss for reportable segments $ (1,784) $ (38,950)
Net loss for Partnership (237,157) (92,008)
Minority interest (7,046) (13,688)
------------------ -------------------
Total net loss $ (231,895) $ (117,270)
================== ===================
Three Months Ended March 31, 2003
-----------------------------------------------------------------------
Residential Commercial Partnership Total
-----------------------------------------------------------------------
Net revenues $ 316,131 $ 892,791 $ 72 $ 1,208,994
Operating expenses and operating
expenses - affiliated 112,623 339,669 -- 452,292
Interest expense 71,450 173,282 5,091 249,823
Depreciation and amortization 57,396 252,599 4,655 314,650
Net income (loss) 41,270 (43,054) (230,111) (231,895)
Three Months Ended March 31, 2002
-----------------------------------------------------------------------
Residential Commercial Partnership Total
-----------------------------------------------------------------------
Net revenues $ 285,397 $ 994,637 $ 1,456 $ 1,281,490
Operating expenses and operating
expenses - affiliated 149,750 379,050 (2,000) 526,800
Interest expense 76,481 182,217 5,091 263,789
Depreciation and amortization 55,521 276,868 4,655 337,044
Net loss (27,265) (11,685) (78,320) (117,270)
Three Months Ended
March 31,
--------------------------------------------
2003 2002
------------------ -------------------
Wholly-Owned Property
Commonwealth Business Center Phase II $ 123,308 $ 140,640
Joint Venture Properties
(Ownership % on March 31, 2003)
The Willows of Plainview Phase II (90.30%) $ 316,131 $ 285,397
Lakeshore Business Center Phase I (81.19%) $ 360,924 $ 409,018
Lakeshore Business Center Phase II (81.19%) $ 334,536 $ 375,618
Lakeshore Business Center Phase III (81.19%) $ 74,023 $ 69,362
Three Months Ended
March 31,
--------------------------------------------
2003 2002
------------------- -------------------
Wholly-Owned Property
Commonwealth Business Center Phase II 67% 81%
Joint Venture Properties
(Ownership % on March 31, 2003)
The Willows of Plainview Phase II (90.30%) 81% 74%
Lakeshore Business Center Phase I (81.19%) 71% 82%
Lakeshore Business Center Phase II (81.19%) 81% 87%
Lakeshore Business Center Phase III (81.19%) 38% 37%
Three Months Ended
March 31,
---------------------------------------------
2003 2002
------------------ ------------------
Wholly-Owned Property
Commonwealth Business Center Phase II 69% 81%
Joint Venture Properties
(Ownership % on March 31, 2003)
The Willows of Plainview Phase II (90.30%) 85% 78%
Lakeshore Business Center Phase I (81.19%) 70% 84%
Lakeshore Business Center Phase II (81.19%) 81% 85%
Lakeshore Business Center Phase III (81.19%) 37% 34%
Three Months Ended
March 31,
--------------------------------------------
2003 2002
------------------ -------------------
Operating activities $ 222,335 $ 261,921
Investing activities (4,754) (297,356)
Financing activities (243,172) (218,179)
------------------ -------------------
Net decrease in cash and equivalents $ (25,591) $ (253,614)
================== ===================
Cash Flows
None.
None.
None.
None.
(3) Amended and Restated Agreement and Certificate of Limited Partnership of NTS-Properties
V, a Maryland limited partnership. *
(3a) First Amendment to Amended and Restated Agreement of Limited Partnership of NTS-
Properties V, a Maryland limited partnership. **
(99.1) Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. ***
(99.2) Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. ***
(b) Reports on Form 8-K
None.
* Incorporated by reference to documents filed with the Securities and Exchange Commission
in connection with the filing of the Registration Statements on Form S-11 on May 1, 1984
(effective August 1, 1984) under Commission File No. 2-90818.
** Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission
for the fiscal year ended December 31, 1987 under Commission File No. 0-13400.
*** Attached as an exhibit to this Quarterly Report on Form 10-Q.
NTS-PROPERTIES V,
A MARYLAND LIMITED PARTNERSHIP
By: NTS-Properties Associates V,
General Partner
By: NTS Capital Corporation,
General Partner
/s/ Brian F. Lavin
Brian F. Lavin
President of NTS Capital Corporation
/s/ Gregory A. Wells
Gregory A. Wells
Chief Financial Officer of NTS Capital Corporation
President of NTS Capital Corporation, General Partner of NTS-Properties Associates V, General Partner of NTS-
Properties V, a Maryland Limited Partnership
Chief Financial Officer of NTS Capital Corporation, General Partner of NTS-Properties Associates V, General Partner
of NTS-Properties V, a Maryland Limited Partnership
Exhibit Number Description of Document
3 Amended and Restated Agreement and Certificate of Limited
Partnership of NTS-Properties V, a Maryland limited partnership. *
3a First Amendment to Amended and Restated Agreement of Limited
Partnership of NTS-Properties V, a Maryland limited partnership. **
99.1 Certification of Chief Executive Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. ***
99.2 Certification of Chief Financial Officer Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. ***
* Incorporated by reference to documents filed with the Securities and Exchange Commission
in connection with the filing of the Registration Statements on Form S-11 on May 1, 1984
(effective August 1, 1984) under Commission File No. 2-90818.
** Incorporated by reference to Form 10-K filed with the Securities and Exchange Commission
for the fiscal year ended December 31, 1987 under Commission File No. 0-13400.
*** Attached as an exhibit to this Quarterly Report on Form 10-Q.