Item 1 - Consolidated Financial Statements The consolidated financial statements for the year ended December 31, 2002 along with the report from Ernst & Young LLP dated March 26, 2003, and the consolidated financial statements for the years ended December 31, 2001 and 2000 along with a copy of the report from Arthur Andersen LLP dated March 21, 2002, which has not been reissued, appear in Part II, Item 8. The following consolidated schedules should be read in conjunction with those consolidated financial statements.
Item 2
Item 2 - Consolidated Financial Statement Schedules
SchedulesPage No.
III-Real Estate and Accumulated Depreciation 54-56
All other schedules have been omitted because they are not applicable, are not required, or because the required information is included in the consolidated financial statements or notes thereto.
Item 3
Item 3 - Exhibits
Exhibit No.
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.
10.Property Management Agreement between NTS Development Company*
and NTS-Properties V, a Maryland limited partnership.
99.1Certification of Chief Executive Officer Pursuant to Section 906***
of the Sarbanes-Oxley Act of 2002.
99.2Certification 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 with this Form 10-K.
Item 4
Item 4 - Reports on Form 8-K
None.
NTS-PROPERTIES V,
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2002
The Willows Lakeshore Commonwealth of Plainview Business Business Center Phase II Center Phase I ----------------- ---------------- --------------- Encumbrances N/A (A) (A)
Initial cost to Partnership: Land and improvements $ 946,039 $ 1,775,547 $ 3,011,184 Buildings, improvements and amenities 1,574,747 6,240,105 5,053,025
Cost capitalized subsequent to acquisition: Improvements (net of retirements) 2,379,924 279,684 2,690,952
Gross amount at which carried December 31, 2002: Land and improvements 1,006,653 1,825,341 2,701,395 Buildings, improvements and amenities 3,894,057 6,469,995 8,053,766 ----------------- ---------------- ---------------
Total $ 4,900,710 $ 8,295,336 $ 10,755,161 ================= ================ ===============
Accumulated depreciation $ 3,303,705 $ 4,639,071 $ 6,199,295 ================= ================ ===============
Date of construction 09/85 08/85 05/86
Date acquired N/A N/A N/A
Life at which depreciation in latest income statement is computed (B) (B) (B)
(A) First mortgage held by an insurance company. (B) 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.
NTS-PROPERTIES V,
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
AS OF DECEMBER 31, 2002
Lakeshore Lakeshore Business Business Total Center Phase II Center Phase III Pages 54-55 --------------- ----------------- --------------- Encumbrances (A) (B)
Initial cost to Partnership: Land $ 6,904,246 $ 2,258,235 $ 14,895,251 Buildings and improvements 14,424,541 2,227,580 29,519,998
Cost capitalized subsequent to acquisition: Improvements (net of retirements) (8,743,541) 41,243 (3,351,738)
Gross amount at which carried December 31, 2002: (C) Land 3,731,622 1,383,499 10,648,510 Buildings and improvements 8,853,624 3,143,559 30,415,001 --------------- ----------------- ---------------
Total $ 12,585,246 $ 4,527,058 $ 41,063,511 =============== ================= ===============
Accumulated depreciation $ 5,769,627 $ 394,568 $ 20,306,266 =============== ================= ===============
Date of construction N/A 12/00
Date acquired 01/95 N/A
Life at which depreciation in latest income statement is computed (D) (D)
(A) First mortgage held by an insurance company. (B) First mortgage held by a bank. (C) Aggregate cost of real estate for tax purposes is $41,270,767. (D) 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 from tenant improvements.
Total gross cost on December 31, 2002 $ 41,063,511 Additions to Partnership for computer hardware and software in 1999 and 2000 23,923 ---------------
Balance on December 31, 2002 41,087,434 Less accumulated depreciation - per above (20,306,266) Less accumulated depreciation for Partnership computer hardware and software (16,746) ---------------
Land, buildings and amenities, net on December 31, 2002 $ 20,764,422 ===============
NTS-PROPERTIES V,
A MARYLAND LIMITED PARTNERSHIP
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
FOR THE YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
Real Accumulated Estate Depreciation ------------------ ------------------ Balances on January 1, 2000 $ 37,589,279 $ 17,681,237
Additions during period: Improvements 3,386,394 -- Depreciation (A) -- 1,023,765
Deductions during period: Retirements (432,505) (236,783) ------------------ ------------------
Balances on December 31, 2000 40,543,168 18,468,219
Additions during period: Improvements 598,936 -- Depreciation (A) -- 1,235,304
Deductions during period: Retirements (275,936) (272,826) ------------------ ------------------
Balances on December 31, 2001 40,866,168 19,430,697
Additions during period: Improvements 732,892 -- Depreciation (A) -- 1,333,411
Deductions during period: Retirements (511,626) (441,096) ------------------ ------------------
Balances on December 31, 2002 $ 41,087,434 $ 20,323,012 ================== ==================
(A) The additions charged to accumulated depreciation on this schedule will differ from the depreciation and amortization on the Consolidated Statements of Cash Flows due to the amortization of loan costs and special tenant allowance.
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.
NTS-PROPERTIES V,
A Maryland Limited Partneship
By:NTS-Properties Associates V,
General Partner
By: NTS Capital Corporation,
General Partner
/s/ Gregory A. Wells
Gregory A. Wells
Chief Financial Officer of
NTS Capital Corporation
Date: March 31, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed below by the following persons on behalf of the registrant in their capacities and on the date indicated above.
SignatureTitle
/s/ J. D. Nichols
J. D. NicholsGeneral Partner of NTS-Properties Associates V and
Chairman of the Board and Sole Director of NTS
Capital Corporation
/s/ Brian F. Lavin
Brian F. LavinPresident of NTS Capital Corporation
/s/ Gregory A. Wells
Gregory A. WellsChief Financial Officer of NTS Capital Corporation
We are a limited partnership and no proxy material has been sent to the limited partners. We will deliver to the limited partners an annual report containing our financial statements and a message from our General Partner.
CERTIFICATION
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, Brian F. Lavin, certify that:
I have reviewed this annual report on Form 10-K for NTS- Properties V, a Maryland Limited Partnership;
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
The registrant's other certifying officer and I (herein the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
designed such disclosure controls and procedure to ensure that material information relating to the registrant, including its consolidated joint ventures, (collectively the "Partnership") is made known to the Certifying Officers by others within the Partnership, particularly during the period in which this annual report is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
presented in this annual report the conclusions of the Certifying Officers about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
The registrant's Certifying Officers have disclosed, based on our most recent evaluation, to the registrant's auditors and the General Partner:
all significant deficiencies (if any) in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
The registrant's Certifying Officers have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 31, 2003
/s/ Brian F. Lavin
President of NTS Capital Corporation, General Partner of NTS-Properties Associates V, General Partner of NTS- Properties V, a Maryland Limited
Partnership
See also the certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002, which is also attached to this report.
CERTIFICATION
Pursuant to Section 302 of the Sarbanes Oxley Act of 2002
I, Gregory A. Wells, certify that:
I have reviewed this annual report on Form 10-K for NTS- Properties V, a Maryland Limited Partnership;
Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;
Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;
The registrant's other certifying officer and I (herein the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
designed such disclosure controls and procedure to ensure that material information relating to the registrant, including its consolidated joint ventures, (collectively the "Partnership") is made known to the Certifying Officers by others within the Partnership, particularly during the period in which this annual is being prepared;
evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and
presented in this annual report the conclusions of the Certifying Officers about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
The registrant's Certifying Officers have disclosed, based on our most recent evaluation, to the registrant's auditors and the General Partner:
all significant deficiencies (if any) in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
The registrant's Certifying Officers have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: March 31, 2003
/s/ Gregory A. Wells
Chief Financial Officer of NTS Capital Corporation, General Partner of NTS-Properties Associates V, General Partner
of NTS-Properties V, a Maryland Limited Partnership
See also the certification pursuant to Section 906 of the Sarbanes Oxley Act of 2002, which is also attached to this report.