FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Quarterly or Transitional Report (As last amended by 34-32231, eff. 6/3/93.) U. S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 1996 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 0-11574 SHELTER PROPERTIES V LIMITED PARTNERSHIP (Exact name of small business issuer as specified in its charter) South Carolina 57-0721855 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Insignia Financial Plaza, P.O. Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) (Zip Code) Issuer's telephone number (864) 239-1000 Check whether the issuer (1) 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. PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS a) SHELTER PROPERTIES V LIMITED PARTNERSHIP CONSOLIDATED BALANCE SHEET (Unaudited) February 29, 1996 Assets Cash: Unrestricted $ 3,565,484 Restricted--tenant security deposits 353,621 Accounts receivable 32,892 Escrow for taxes and insurance 300,973 Restricted escrows 749,570 Other assets 602,272 Investment properties: Land $ 4,241,860 Buildings and related personal property 68,792,993 73,034,853 Less accumulated depreciation (35,141,192) 37,893,661 $43,498,473 Liabilities and Partners' Capital (Deficit) Liabilities Accounts payable $ 256,944 Tenant security deposits 353,621 Accrued taxes 136,918 Other liabilities 586,430 Mortgage notes payable 28,794,212 Partners' Capital (Deficit) General partners $ (309,009) Limited partners (52,538 units issued and outstanding) 13,679,357 13,370,348 $43,498,473 <FN> See Accompanying Notes to Consolidated Financial Statements b) SHELTER PROPERTIES V LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended February 29, 1996 February 28,1995 Revenues: Rental income $3,000,255 $2,972,352 Other income 164,748 157,275 Casualty gain -- 31,949 Total revenues 3,165,003 3,161,576 Expenses: Operating 828,784 803,500 General and administrative 74,110 85,510 Property management fees 156,291 153,542 Maintenance 374,595 314,997 Depreciation 739,785 701,561 Interest 678,487 697,541 Property taxes 202,069 189,969 Total expenses 3,054,121 2,946,620 Net income $ 110,882 $ 214,956 Net income allocated to general partners (1%) $ 1,109 $ 2,150 Net income allocated to limited partners (99%) 109,773 212,806 $ 110,882 $ 214,956 Net income per limited partnership unit $ 2.09 $ 4.05 <FN> See Accompanying Notes to Consolidated Financial Statements c) SHELTER PROPERTIES V LIMITED PARTNERSHIP CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT) (Unaudited) Limited Partnership General Limited Units Partners Partners Total Original capital contributions 52,538 $ 2,000 $52,538,000 $52,540,000 Partners' (deficit) capital at November 30, 1995 52,538 (310,118) 13,569,584 13,259,466 Net income for the three months ended February 29, 1996 -- 1,109 109,773 110,882 Partners' (deficit) capital at February 29, 1996 52,538 $(309,009) $13,679,357 $13,370,348 <FN> See Accompanying Notes to Consolidated Financial Statements d) SHELTER PROPERTIES V LIMITED PARTNERSHIP CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three Months Ended February 29, 1996 February 28, 1995 Cash flows from operating activities: Net income $ 110,882 $ 214,956 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 739,785 701,561 Amortization of discounts and loan costs 34,749 41,219 Gain on disposition of property, net of insurance proceeds -- (31,949) Change in accounts: Restricted cash 5,107 (14,514) Accounts receivable 8,538 (9,079) Escrows for taxes and insurance 20,706 225,141 Other assets 58,062 6,595 Accounts payable (188,894) (213,555) Tenant security deposit liabilities (7,284) 1,350 Accrued taxes (59,419) (298,875) Other liabilities -- 11,594 Net cash provided by operating activities 722,232 634,444 Cash flows from investing activities: Property improvements and replacements (208,771) (258,168) Deposits to restricted escrows (6,153) (9,037) Receipts from restricted escrows -- 181,051 Insurance proceeds from property damage -- 7,039 Net cash used in investing activities (214,924) (79,115) Cash flows from financing activities: Payments on mortgage notes payable (197,965) (181,589) Partners' distributions -- (252,036) Net cash used in financing activities (197,965) (433,625) Net increase in cash 309,343 121,704 Cash at beginning of period 3,256,141 3,245,424 Cash at end of period $3,565,484 $3,367,128 Supplemental disclosure of cash flow information: Cash paid for interest $ 643,738 $ 654,113 <FN> See Accompanying Notes to Consolidated Financial Statements e) SHELTER PROPERTIES V LIMITED PARTNERSHIP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Note A - Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B. 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 the Corporate General Partner, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended February 29, 1996, are not necessarily indicative of the results that may be expected for the fiscal year ending November 30, 1996. For further information, refer to the financial statements and footnotes thereto included in the Partnership's annual report on Form 10-KSB for the year ended November 30, 1995. Cash and Cash Equivalents: Unrestricted - Unrestricted cash includes cash on hand and in banks, money market funds and Certificates of Deposit with original maturities less than 90 days. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Restricted cash - tenant security deposits - The Partnership requires security deposits from lessees for the duration of the lease and such deposits are considered restricted cash. Deposits are refunded when the tenant vacates, provided the tenant has not damaged its space and is current on its rental payments. Certain reclassifications have been made to the 1995 information to conform to the 1996 presentation. Note B - Reconciliation of Cash Flows The following is a reconciliation of the subtotal on the accompanying statements of cash flows captioned "net cash provided by operating activities" to "net cash used in operations," as defined in the partnership agreement. However, "net cash used in operations" should not be considered an alternative to net income as an indicator of the Partnership's operating performance or to cash flows as a measure of liquidity. For the Three Months Ended February 29, 1996 February 28, 1995 Net cash provided by operating activities $ 722,232 $ 634,444 Payments on mortgage notes payable (197,965) (181,589) Property improvements and replacements (208,771) (258,168) Change in restricted escrows, net (6,153) 172,014 Changes in reserves for net operating liabilities 163,184 291,343 Insurance proceeds from property damage -- 7,039 Additional reserves (500,000) (670,000) Net cash used in operations $ (27,473) $ (4,917) The General Partner reserved an additional $500,000 at February 29, 1996, to fund continuing capital improvements and prepare for the possible refinancings of Woodland Village, Lake Johnson Mews and Millhopper Village. In 1995 the General Partner believed it to be in the best interest of the Partnership to reserve an additional $670,000 to fund continuing capital improvements at the seven properties. Note C Transactions with Affiliated Parties The Partnership has no employees and is dependent on the Corporate General Partner and its affiliates for the management and administration of all partnership activities. The Partnership Agreement provides for payments to affiliates for services and as reimbursement of certain expenses incurred by affiliates on behalf of the Partnership. Balances and other transactions with Insignia Financial Group, Inc. and its affiliates in 1996 and 1995 are as follows: For the Three Months Ended February 29, 1996 February 28, 1995 Property management fees $156,291 $153,542 Reimbursement for services of affiliates 51,390 46,385 The Partnership insures its properties under a master policy through an agency and insurer unaffiliated with the Corporate General Partner. An affiliate of the Corporate General Partner acquired, in the acquisition of a business, certain financial obligations from an insurance agency which was later acquired by the agent who placed the current year's master policy. The current agent assumed the financial obligations to the affiliate of the Corporate General Partner, who receives payments on these obligations from the agent. The amount of the Partnership's insurance premiums accruing to the benefit of the affiliate of the Corporate General Partner by virtue of the agent's obligations is not significant. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Partnership's investment properties consist of seven apartment complexes. The following table sets forth the average occupancy of the properties for the quarters ended February 29, 1996, and February 28, 1995: Occupancy for the Three Months Ended February 29, 1996 February 28, 1995 Foxfire Apartments Atlanta, Georgia 94% 96% Old Salem Apartments Charlottesville, Virginia 85% 94% Woodland Village Apartments Columbia, South Carolina 94% 94% Lake Johnson Mews Raleigh, North Carolina 95% 97% The Lexington Apartments Sarasota, Florida 97% 97% Millhopper Village Apartments Gainesville, Florida 99% 98% Tar River Estates Greenville, North Carolina 90% 91% The Corporate General Partner attributes the decrease in occupancy at Old Salem Apartments to the property billing utilities to the tenants. The Corporate General Partner believes occupancy will improve with the new tenants who will be willing to pay utilities in the near future. The Partnership's net income for the three months ended February 29, 1996, was $110,882. The Partnership reported net income of $214,956 for the three months ended February 28, 1995. The decrease in net income is primarily attributable to increased maintenance expense incurred by several of the properties due to the harsh winter. The properties had increased costs due to snow removal, grounds maintenance, and roof and gutter repairs due to damage caused by the winter storms. Additionally, all of the properties have started preparing for the spring and summer seasons which includes increased pool maintenance and grounds improvement costs. Offsetting the decrease in net income was a decrease in general and administrative expense as a result of decreased miscellaneous legal, tax and license fees. During the first quarter of 1995, the Partnership recorded a casualty gain resulting from a fire at Woodland Village Apartments to the roof and interiors of four units. The damage resulted in a gain of $31,949. As part of the ongoing business plan of the Partnership, the Corporate General Partner monitors the rental market environment of each of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan the Corporate General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, due to changing market conditions, which can result in the use of rental concessions and rental reductions to offset softening market conditions, there is no guarantee that the Corporate General Partner will be able to sustain such a plan. At February 29, 1996, the Partnership reported unrestricted cash of $3,565,484 compared to $3,367,128 at February 28, 1995. Net cash provided by operating activities increased as a result of the net decrease in the use of cash for the payment and accrual of taxes. Net cash used to reduce accounts payable also decreased in 1996 as compared to 1995. Net cash used in investing activities increased as a result of a decrease in receipts from restricted escrows in 1996 as compared to 1995. Net cash used in financing activities decreased due a decrease in partners' distributions in 1996. The Partnership has no material capital programs scheduled to be performed in 1996, although certain routine capital expenditures and maintenance expenses have been budgeted. These capital expenditures and maintenance expenses will be incurred only if cash is available from operations or is received from the capital reserve account. The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the property to adequately maintain the physical assets and other operating needs of the Partnership. Such assets are currently thought to be sufficient for any near-term needs of the Partnership. The mortgage indebtedness of $28,794,212, net of discount, is amortized over varying periods with required balloon payments ranging from January 1, 1997, to December 10, 2016, at which time the properties will either be refinanced or sold. The Corporate General Partner is currently assessing the feasibility of refinancing the mortgages encumbering Woodland Village, Lake Johnson Mews and Millhopper Village. Future cash distributions will depend on the levels of net cash generated from operations, property sales, and the availability of cash reserves. During the first three months of 1996 the Partnership made no distributions. The Partnership anticipates making a distribution of approximately $500,000 during the second quarter of 1996. The Partnership made distributions of $252,036, for the corresponding period of 1995. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibits: Exhibit 27, Financial Data Schedule, is filed as an exhibit to this report. b) Reports on Form 8-K filed during the first quarter ended February 29, 1996: None. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SHELTER PROPERTIES V LIMITED PARTNERSHIP By: Shelter Realty V Corporation Corporate General Partner By:/s/William H. Jarrard, Jr. William H. Jarrard, Jr. President By:/s/Ronald Uretta Ronald Uretta Principal Financial Officer and Principal Accounting Officer Date: April 10, 1996