<PAGE>
                                  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                September 30, 2000
                              --------------------------------------------------

                                       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                            0-13400
                      ----------------------------------------------------------

                NTS-PROPERTIES V, A Maryland Limited Partnership
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Maryland                                     61-1051452
--------------------------------------    --------------------------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

    10172 Linn Station Road
     Louisville, Kentucky                                  40223
--------------------------------------    --------------------------------------
(Address of principal executive                          (Zip Code)
offices)
                                 (502) 426-4800
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days.
                                                        [X] Yes           [ ] No

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                     PART I
                                     ------

                                                                           Pages
                                                                           -----

Item 1. Financial Statements

        Balance Sheets as of September 30, 2000 and December 31, 1999          3

        Statement of Partners' Equity as of September 30, 2000                 3

        Statements of Operations for the three months and nine months
          ended September 30, 2000 and 1999                                    4

        Statements of Cash Flows for the nine months ended
          September 30, 2000 and 1999                                          5

        Notes to Financial Statements                                       6-15

Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                              16-23

Item 3. Quantitative and Qualitative Disclosures About Market Risk            24


                                     PART II
                                     -------

Item 1. Legal Proceedings                                                     25

Item 2. Changes in Securities                                                 25

Item 3. Defaults Upon Senior Securities                                       25

Item 4. Submission of Matters to a Vote of Security Holders                   25

Item 5. Other Information                                                     25

Item 6. Exhibits and Reports on Form 8-K                                      25

Signatures                                                                    26

                                         2

<PAGE>

PART I.  FINANCIAL INFORMATION
         ---------------------
Item 1.  Financial Statements
         --------------------

<TABLE>

                                NTS-PROPERTIES V,
                                -----------------
                         A Maryland Limited Partnership
                         ------------------------------
                                 BALANCE SHEETS
                                 --------------

<CAPTION>

                                                  As of              As of
                                              September 30,       December 31,
                                                  2000               1999*
                                                  ----               -----
                                               (UNAUDITED)
ASSETS
------
<S>                                            <C>                <C>
Cash and equivalents                           $ 1,178,995        $ 2,807,198
Cash and equivalents - restricted                  358,133            117,220
Accounts receivable                                 69,246            103,245
Land, buildings and amenities, net              18,898,356         17,008,482
Other assets                                       651,548            439,664
                                                ----------         ----------
      TOTAL ASSETS                             $21,156,278        $20,475,809
                                                ==========         ==========

LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages payable                              $11,910,212        $11,726,240
Accounts payable                                   558,135            280,791
Security deposits                                  168,184            159,642
Other liabilities                                  432,653            159,337
                                                ----------         ----------
      TOTAL LIABILITIES                         13,069,184         12,326,010


COMMITMENTS AND CONTINGENCIES (Note 10)

PARTNERS' EQUITY                                 8,087,094          8,149,799
                                                ----------         ----------
TOTAL LIABILITIES AND PARTNERS' EQUITY         $21,156,278        $20,475,809
                                                ==========         ==========
</TABLE>

<TABLE>

                          STATEMENT OF PARTNERS' EQUITY
                          -----------------------------

<CAPTION>

                                                   Limited          General
                                                   Partners         Partner          Total
                                                   --------         -------          -----
PARTNERS' EQUITY/(DEFICIT)
--------------------------
<S>                                             <C>              <C>              <C>
Capital contributions, net of offering costs    $ 30,582,037     $        100     $ 30,582,137
Net (loss) income - prior years                   (4,676,912)          66,556       (4,610,356)
Net loss - current year                              (62,078)            (627)         (62,705)
Cash distributions declared to date              (16,641,480)        (168,177)     (16,809,657)
Repurchase of Limited Partnership Units           (1,012,325)               -       (1,012,325)
                                                 -----------      -----------      -----------
BALANCES AT September 30, 2000                  $  8,189,242     $   (102,148)    $  8,087,094
                                                 ===========      ===========      ===========
</TABLE>

* Reference  is made to the  audited  financial  statements  in the Form 10-K as
filed with the Securities and Exchange Commission on March 31, 2000.

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                        3

<PAGE>

<TABLE>

                                NTS PROPERTIES V,
                                -----------------
                         A Maryland Limited Partnership
                         ------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                                   (UNAUDITED)
                                    ---------

<CAPTION>
                                                Three Months Ended           Nine Months Ended
                                                   September 30,               September 30,
                                                   -------------               -------------
                                                 2000           1999         2000          1999
                                                 ----           ----         ----          ----
REVENUES
--------
<S>                                           <C>           <C>           <C>           <C>
Rental income                                 $1,025,301    $  967,234    $3,035,387    $2,831,209
Gain on sale of assets                                 -       122,876             -       122,876
Interest and other income                         20,575        38,772       132,674       138,316
                                               ---------     ---------     ---------     ---------
     TOTAL REVENUES                            1,045,876     1,128,882     3,168,061     3,092,401
                                               ---------     ---------     ---------     ---------
EXPENSES
--------
Operating expenses                               225,025       248,587       717,995       650,227
Operating expenses - affiliated                  131,977       124,312       382,264       362,735
Loss on disposal of assets                        14,506         6,014       160,840        30,913
Interest expense                                 186,179       232,738       613,344       671,626
Management fees                                   60,327        59,335       174,645       166,909
Real estate taxes                                 96,785        92,445       287,297       280,710
Professional and administrative expenses          32,725        80,199       104,771       185,489
Professional and administrative expenses
  - affiliated                                    38,837        42,481       106,762       128,697
Depreciation and amortization                    232,133       225,488       682,848       624,963
                                               ---------     ---------     ---------     ---------
     TOTAL EXPENSES                            1,018,494     1,111,599     3,230,766     3,102,269
                                               ---------     ---------     ---------     ---------
Net income (loss)                             $   27,382    $   17,283    $  (62,705)   $   (9,868)
                                               =========     =========     =========     =========

Net income (loss) allocated to the Limited
  Partners                                    $   27,108    $   17,110    $  (62,078)   $   (9,769)
                                               =========     =========     =========     =========
Net income (loss) per Limited Partnership
  Unit                                        $     0.89    $     0.51    $    (2.03)   $    (0.29)
                                               =========     =========     =========     =========
Weighted average number of Limited
   Partnership Units                              30,621        33,394        30,621        33,486
                                               =========     =========     =========     =========
</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                        4

<PAGE>

<TABLE>

                                NTS-PROPERTIES V,
                                -----------------
                         A Maryland Limited Partnership
                         ------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                                   (UNAUDITED)
                                    ---------

<CAPTION>

                                                                  Nine Months Ended
                                                                     September 30,
                                                                     -------------
                                                                 2000            1999
                                                                 ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                         <C>             <C>
Net loss                                                    $   (62,705)    $    (9,868)
Gain on sale of assets                                                -        (122,876)
Adjustments to reconcile net loss to net cash
  provided by operating activities:
    Provision for doubtful accounts                               6,915             318
    Loss on disposal of assets                                  160,840          30,913
    Depreciation and amortization                               682,848         624,963
    Changes in assets and liabilities:
      Cash and equivalents - restricted                        (275,413)       (238,272)
      Accounts receivable                                        27,084           8,080
      Other assets                                             (168,331)        (46,073)
      Accounts payable                                          277,344          31,434
      Security deposits                                           8,542          28,071
      Other liabilities                                         273,316         310,949
                                                             ----------      ----------
     Net cash provided by operating activities                  930,440         617,639
                                                             ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Additions to land, buildings, and amenities                  (2,455,546)       (488,501)
Sale of land, buildings and amenities                                 -       1,235,105
Change of ownership of Joint Venture (Note 9)                   (93,419)       (368,723)
                                                             ----------      ----------
     Net cash (used in) provided by investing activities     (2,548,965)        377,881
                                                             ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Principal payments on mortgages payable                        (614,787)       (528,952)
Increase in mortgages payable                                   643,092               -
Cash distributions                                                    -      (1,264,924)
Increase in loan costs                                          (72,483)        (19,948)
Repurchase of Limited Partnership Units                               -        (123,000)
Cash and equivalents - restricted                                34,500        (394,215)
                                                             ----------      ----------
     Net cash used in financing activities                       (9,678)     (2,331,039)
                                                             ----------      ----------
     Net decrease in cash and equivalents                    (1,628,203)     (1,335,519)

CASH AND EQUIVALENTS, beginning of period                     2,807,198       4,543,666
                                                             ----------      ----------
CASH AND EQUIVALENTS, end of period                         $ 1,178,995     $ 3,208,147
                                                             ==========      ==========

Interest paid on a cash basis                               $   673,610     $   675,224
                                                             ==========      ==========
</TABLE>

The  accompanying  notes to financial  statements  are an integral part of these
statements.

                                        5

<PAGE>

                                NTS-PROPERTIES V,
                                -----------------
                         A Maryland Limited Partnership
                         ------------------------------
                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

The unaudited financial  statements and schedules included herein should be read
in  conjunction  with  the  Partnership's  1999  Form  10-K as  filed  with  the
Securities  and Exchange  Commission  on March 31,  2000.  In the opinion of the
General Partner,  all adjustments (only consisting of normal recurring accruals)
necessary for a fair presentation  have been made to the accompanying  financial
statements  for the three  months and nine months ended  September  30, 2000 and
1999.

1.   Use of Estimates in the Preparation of Financial Statements
     -----------------------------------------------------------

     The  preparation  of financial  statements  in  conformity  with  Generally
     Accepted  Accounting   Principles  ("GAAP")  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.

2.   Concentration of Credit Risk
     ----------------------------

     NTS-Properties  V owns and operates or has a joint  venture  investment  in
     commercial  rental  properties  in Kentucky  (Louisville)  and Florida (Ft.
     Lauderdale).  The  Partnership  also has a joint  venture  investment  in a
     residential rental property in Louisville, Kentucky.

3.   Reclassification of 1999 Financial Statements
     ---------------------------------------------

     Certain reclassifications have been made to the December 31, 1999 financial
     statements  to conform to the  September  30, 2000  classifications.  These
     reclassifications have no effect on previously reported operations.

4.   Cash and Equivalents - Restricted
     ---------------------------------

     Cash and equivalents - restricted represents funds received for residential
     security  deposits,  funds which have been escrowed with mortgage companies
     for  property  taxes in  accordance  with the loan  agreements,  and  funds
     reserved by the Partnership for the purchase of Limited Partnership Units.

5.   Basis of Property and Depreciation
     ----------------------------------

     Land,   buildings  and  amenities  are  stated  at  historical   cost  less
     accumulated depreciation to the Partnership. 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.

                                        6

<PAGE>

5.   Basis of Property and Depreciation - Continued
     ----------------------------------------------

     Statement of Financial  Accounting  Standards ("SFAS") No. 121, "Accounting
     for the  Impairment of Long-Lived  Assets and for  Long-Lived  Assets to be
     Disposed Of," 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 by management
     during the periods ended  September 30, 2000 and 1999 did not result in any
     impairment loss.

     On  September  8, 1998,  a contract  was  executed to sell a parcel of land
     known as University Phase III for $801,000 to Silver City Properties,  Ltd.
     On March 17, 1999, NTS-Properties V sold a highway easement on this land to
     Orange County Florida for $216,648.  On September 17, 1999, the closing was
     held  for  the  September  8,  1998  contract.  At  closing,   Silver  City
     Properties,  Ltd. was credited for $145,824 of the $216,648  proceeds  from
     the highway easement on this parcel of land.

     On July 23, 1999, the  Lakeshore/University  II Joint Venture closed on the
     sale of 2.4 acres of land adjacent to the Lakeshore  Business  Center for a
     purchase price of $528,405.

6.   Mortgages Payable
     -----------------

     Mortgages payable consist of the following:

<TABLE>

                                                     September 30,  December 31,
                                                        2000           1999
                                                        ----           ----

     <S>                                           <C>              <C>
     Mortgage payable to an insurance company,
     bearing interest at a fixed rate of 8.125%,
     due August 1, 2008, secured by
     land and a building.                           $ 3,724,589      $ 3,883,797

     Mortgage payable to an insurance company,
     bearing interest at a fixed rate of 8.125%,
     due August 1, 2008, secured by
     land and buildings.                              3,461,859        3,609,836

     Mortgage payable to an insurance company,
     bearing interest at a fixed rate of 7.2%,
     due January 5, 2013, secured by land,
     buildings and amenities.                         2,553,296        2,649,944

     Mortgage payable to an insurance company,
     bearing interest at a fixed rate of 7.2%,
     due January 5, 2013, secured by land,
     buildings and amenities.                         1,524,940        1,582,663

     Mortgage payable to a bank, bearing interest
     at a variable rate based on
     LIBOR daily rate plus 2.3%,
     currently 8.92%, due on September 8, 2003,
     secured by land and a building.                    645,528                -
                                                     ----------       ----------
                                                    $11,910,212      $11,726,240
                                                     ==========       ==========

</TABLE>

     Based on the borrowing  rates  currently  available to the  Partnership for
     mortgages  with  similar  terms and average  maturities,  the fair value of
     long-term debt is approximately $11,648,000.

                                        7

<PAGE>

7.   Tender Offer
     ------------

     On September 22, 2000, the  Partnership  and ORIG, LLC, an affiliate of the
     Partnership,  filed a tender offer (the "Tender Offer") with the Securities
     and Exchange  Commission,  commencing on September 22, 2000, to purchase up
     to 200 of the  Partnership's  Limited  Partnership Units at a price of $230
     per Unit.  Under the Tender Offer,  the Partnership will purchase the first
     100  Units  tendered  and will fund its  purchase  and its  portion  of the
     expenses from cash reserves. If more than 100 Units are tendered, ORIG, LLC
     will  purchase up to an  additional  100 Units.  If more than 200 Units are
     tendered,  the bidders may choose to acquire the additional  Units on a pro
     rata basis. The total costs of the Tender Offer are expected to be $56,000,
     consisting  of $46,000 to purchase 200 Units and $10,000 of  expenses.  The
     Partnership  expects  that its share of these  costs will be  approximately
     $28,000.  Units that are acquired by the Partnership will be retired. Units
     that are  acquired by ORIG,  LLC will be held by it. The  General  Partner,
     NTS-Properties  Associates V, does not intend to  participate in the Tender
     Offer. The Tender Offer will expire on December 22, 2000 unless extended.

8.   Related Party Transactions
     --------------------------

     Pursuant to an agreement with the Partnership,  NTS Development Company, an
     affiliate  of the General  Partner of the  Partnership,  receives  property
     management fees on a monthly basis. The fees are paid in an amount equal to
     5% of the gross  revenues  from the  residential  properties  and 6% of the
     gross revenues from the commercial property. 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.

     The  Partnership  was charged the  following  amounts from NTS  Development
     Company  for the nine  months  ended  September  30,  2000 and 1999.  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.

<TABLE>

                                                        Nine Months Ended
                                                          September 30,
                                                          -------------
                                                       2000              1999
                                                       ----              ----

     <S>                                           <C>               <C>
     Property management fees                      $ 174,645         $ 166,909
                                                    --------          --------
       Total property management fees                174,645           166,909
                                                    --------          --------
     Property management                             223,083           164,659
     Leasing                                         104,969           134,766
     Administrative - operating                       50,442            56,762
     Other                                             3,770             6,548
                                                    --------          --------
       Total operating expenses -affiliated          382,264           362,735
                                                    --------          --------

                            (Continued on next page)

                                        8

<PAGE>

8.   Related Party Transactions - Continued
     --------------------------------------

                                                        Nine Months Ended
                                                           September 30,
                                                           -------------
                                                      2000              1999
                                                      ----              ----

     Administrative - professional                   106,762           128,697
                                                    --------          --------
       Total professional and administrative
         expenses - affiliated                       106,762           128,697
                                                    --------          --------
     Repairs and maintenance fee                     131,554            18,957
     Leasing commissions                              52,752            74,297
     Construction management                              30                 -
                                                    --------          --------
      Total related party transactions capitalized   184,336            93,254
                                                    --------          --------
       Total related party transactions            $ 848,007         $ 751,595
                                                    ========          ========

</TABLE>

     On February 7, 2000, ORIG, LLC (the "Affiliate") purchased Interests in the
     Partnership pursuant to an Agreement,  Bill of Sale and Assignment,  by and
     among the Affiliate and four  investors in the  Partnership  (the "Purchase
     Agreement"). The Affiliate purchased 1,604 Interests in the Partnership for
     total  consideration  of  $425,949,  or an  average  price of  $265.55  per
     Interest.  The Affiliate paid these  investors a premium above the purchase
     price  previously  offered for  Interests  pursuant to prior tender  offers
     because  this  purchase  allowed the  Affiliate  to purchase a  substantial
     number of Interests  without  incurring the significant  expenses  involved
     with a tender offer and multiple transfers.

9.   Transactions  Affecting  the Investment  in  Lakeshore/University  II Joint
     ---------------------------------------------------------------------------
     Venture
     -------

     On July 1, 2000 and July 1, 1999, NTS-Properties V contributed $500,000 and
     $1,737,000,  respectively,  to the  Lakeshore/University  II Joint  Venture
     ("L/U II Joint  Venture").  The other partners in the Joint Venture did not
     make  capital  contributions  at  that  time.  Accordingly,  the  ownership
     percentages of the other partners in the Joint Venture decreased. Effective
     July 1, 2000,  NTS-Properties  V's  percentage  of  ownership in the L/U II
     Joint  Venture is 81.19% as  compared  to 79.45%  prior to July 1, 2000 and
     69.23% prior to July 1, 1999.

10.  Commitments and Contingencies
     -----------------------------

     The  Partnership,  as an  owner  of real  estate,  is  subject  to  various
     environmental  laws of federal  and local  governments.  Compliance  by the
     Partnership with existing laws has not had a material adverse effect on the
     Partnership's  financial condition and results of operations.  However, the
     Partnership cannot predict the impact of new or changed laws or regulations
     on its  current  properties  or on  properties  that it may  acquire in the
     future.

     The Partnership does not believe there is any litigation threatened against
     the Partnership 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  adverse  effect  on the
     consolidated financial statements of the Partnership.

                                        9

<PAGE>

10.  Commitments and Contingencies - Continued
     -----------------------------------------

     Pursuant to a contract signed on December 6, 1999, the L/U II Joint Venture
     has a commitment to construct a building to be known as Lakeshore  Business
     Center  Phase  III on 3.8 acres of land it owns at the  Lakeshore  Business
     Center  Development.  The  construction  cost is currently  estimated to be
     $4,000,000  and  will  be  funded  by  working  capital  and  approximately
     $2,680,000 in debt  financing.  As of September 30, 2000,  the L/U II Joint
     Venture  has  incurred   approximately   $2,820,000  in  expenses  for  the
     construction of Lakeshore Business Center Phase III.

     On September 8, 2000, the L/U II Joint Venture  obtained a loan from a bank
     for an  amount  not  exceeding  $2,680,000  to  fund  the  construction  of
     Lakeshore  Business  Center Phase III. This commitment is guaranteed by the
     L/U II Joint Venture, NTS-Properties V, NTS-Properties IV, Ltd. and NTS-Ft.
     Lauderdale,  Ltd.  The funds  will be used by the L/U II Joint  Venture  to
     construct  Lakeshore  Business  Center Phase III. The loan bears a variable
     interest  rate  equal to a daily  floating  LIBOR rate as quoted for 30-day
     investments,  plus 230 basis  points  and is  secured  by 3.8 acres of land
     located at the Lakeshore  Business Center  Development and the improvements
     now and hereafter located on the land.

     As of September  30, 2000,  the L/U II Joint  Venture has a commitment  for
     approximately  $122,000  for tenant  improvements  on 6,190  square feet at
     Lakeshore  Business  Center  Phase  III.  The  Partnership's  share of this
     commitment is approximately $99,000 and will be funded from debt financing.

     The L/U II Joint  Venture  anticipates  replacing  the  roofs at  Lakeshore
     Business  Center  Phase  I  for  a  cost  of  approximately  $200,000.  The
     Partnership's  share of this  project  will be $162,000  and will be funded
     from cash flows from operations.

11.  Segment Reporting
     -----------------

     The Partnership's  reportable  operating  segments include  residential and
     commercial real estate operations. The residential operations represent the
     Partnership's  ownership  and  operating  results  relative to an apartment
     community  known as The  Willows  of  Plainview  Phase II.  The  commercial
     operations  represent the  Partnership's  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.

     The financial information of the operating segments has been prepared using
     a management  approach,  which is  consistent  with the basis and manner in
     which the Partnership's management internally reports financial information
     for the purposes of assisting in making internal operating  decisions.  The
     Partnership's   management  evaluated   performance  based  on  stand-alone
     operating segment net income.

                                       10

<PAGE>

11.  Segment Reporting - Continued
     -----------------------------

<TABLE>

                                                    Three Months Ended September 30, 2000
                                                    --------------------------------------
                                                    Residential   Commercial       Total
                                                     ---------     ---------     ---------

     <S>                                           <C>           <C>           <C>
     Rental income                                  $  301,886    $  723,415    $1,025,301
     Interest and other income                           1,370         4,713         6,083
                                                     ---------     ---------     ---------
       Total net revenues                           $  303,256    $  728,128    $1,031,384
                                                     ---------     ---------     ---------
     Operating expenses and operating expenses -
       affiliated                                   $  105,117    $  258,708    $  363,825
     Loss on disposal of assets                              -        14,506        14,506
     Interest expense                                   74,167       112,012       186,179
     Management fees                                    15,576        44,751        60,327
     Real estate taxes                                  15,095        81,690        96,785
     Depreciation and amortization                      49,235       166,364       215,599
                                                     ---------     ---------     ---------
       Total expenses                               $  259,190    $  678,031    $  937,221
                                                     ---------     ---------     ---------

          Net income                                $   44,066    $   50,097    $   94,163
                                                     =========     =========     =========

</TABLE>

<TABLE>

                                                    Three Months Ended September 30, 1999
                                                    -------------------------------------
                                                    Residential    Commercial      Total
                                                     ---------     ---------     ---------

    <S>                                             <C>           <C>           <C>
    Rental income                                   $  307,528    $  659,706    $  967,234
    Interest and other income                              598       (11,095)      (10,497)
                                                     ---------     ---------     ---------
     Total net revenues                             $  308,126    $  648,611    $  956,737
                                                     ---------     ---------     ---------
    Operating expenses and operating expenses -
       affiliated                                   $  101,628    $  271,697    $  373,325
    Loss on disposal of assets                           5,484           530         6,014
    Interest expense                                    78,025             -        78,025
    Management fees                                     16,642        42,693        59,335
    Real estate taxes                                   13,028        71,641        84,669
    Depreciation and amortization                       48,416       160,107       208,523
                                                     ---------     ---------     ---------
      Total expenses                                $  263,223    $  546,668    $  809,891
                                                     ---------     ---------     ---------
        Net income                                  $   44,903    $  101,943    $  146,846
                                                     =========     =========     =========

</TABLE>

                                       11

<PAGE>

11. Segment Reporting - Continued
    -----------------------------

<TABLE>

                                                    Nine Months Ended September 30, 2000
                                                    -------------------------------------
                                                    Residential   Commercial       Total
                                                     ---------     ---------     --------

     <S>                                            <C>           <C>           <C>
     Rental income                                  $  893,076    $2,142,311    $3,035,387
     Interest and other income                           3,078        13,166        16,244
                                                     ---------     ---------     ---------
       Total net revenues                           $  896,154    $2,155,477    $3,051,631
                                                     ---------     ---------     ---------
     Operating expenses and operating expenses -
       affiliated                                   $  354,898    $  743,164    $1,098,062
     Loss on disposal of assets                         41,855       118,985       160,840
     Interest expense                                  225,236       388,108       613,344
     Management fees                                    45,430       129,215       174,645
     Real estate taxes                                  45,235       242,062       287,297
     Depreciation and amortization                     147,119       486,131       633,250
                                                     ---------     ---------     ---------
       Total expenses                               $  859,773    $2,107,665    $2,967,438
                                                     ---------     ---------     ---------
         Net income                                 $   36,381    $   47,812    $   84,193
                                                     =========     =========     =========

</TABLE>

<TABLE>

                                                     Nine Months Ended September 30, 1999
                                                     ------------------------------------
                                                     Residential    Commercial     Total
                                                     ---------     ---------     --------

     <S>                                            <C>           <C>           <C>
     Rental income                                  $  926,345    $1,904,864    $2,831,209
     Interest and other income                           1,736         4,334         6,070
                                                     ---------     ---------     ---------
       Total net revenues                           $  928,081    $1,909,198    $2,837,279
                                                     ---------     ---------     ---------
     Operating expenses and operating expenses -
       affiliated                                   $  296,426    $  704,953    $1,001,379
     Loss on disposal of assets                         30,383           530        30,913
     Interest expense                                  235,470             -       235,470
     Management fees                                    49,589       117,320       166,909
     Real estate taxes                                  39,083       199,489       238,572
     Depreciation and amortization                     144,467       433,158       577,625
                                                     ---------     ---------     ---------
       Total expenses                               $  795,418    $1,455,450    $2,250,868
                                                     ---------     ---------     ---------
         Net income                                 $  132,663    $  453,748    $  586,411
                                                     =========     =========     =========

</TABLE>

                                       12

<PAGE>

11.  Segment Reporting - Continued
     -----------------------------

     A reconciliation  of the totals reported for the operating  segments to the
     applicable  line items in the  consolidated  financial  statements  for the
     three months and nine months ended September 30, 2000 and 1999 is necessary
     given amounts  recorded at the  Partnership  level and not allocated to the
     operating properties for internal reporting purposes.

<TABLE>
                                                              Three Months Ended September 30,
                                                              --------------------------------
                                                                  2000              1999
                                                                  ----              ----
<CAPTION>
     NET REVENUES
     ------------
<S>                                                         <C>               <C>
     Total revenues for reportable segments                   $ 1,031,384       $   956,737
     Other income for Partnership                                  75,451           189,622
     Gain on sale of assets                                             -            52,051
     Eliminations                                                 (60,959)          (69,528)
                                                               ----------        ----------
       Total consolidated net revenues                        $ 1,045,876       $ 1,128,882
                                                               ==========       ==========

     OPERATING EXPENSES AND OPERATING
     --------------------------------
     EXPENSES -  AFFILIATED
     -----------------------

     Total operating expenses and operating expenses -
       affiliated for reportable segments                     $   363,825       $   373,325
     Operating expenses and operating expenses - affiliated
       for Partnership                                             (6,823)             (426)
                                                               ----------        ----------
       Total operating expenses and operating expenses -
         affiliated                                           $   357,002       $   372,899
                                                               ==========        ==========
     INTEREST EXPENSE
     ----------------
     Interest expense for reportable segments                 $   186,179       $    78,025
     Interest expense for Partnership                                   -           154,713
                                                               ----------        ----------
       Total interest expense                                 $   186,179       $   232,738
                                                               ==========        ==========
     REAL ESTATE TAXES
     -----------------
     Total real estate taxes for reportable segments          $    96,785       $    84,669
     Real estate taxes for Partnership                                  -             7,776
                                                               ----------        ----------
       Total real estate taxes                                $    96,785       $    92,445
                                                               ==========        ==========
     DEPRECIATION AND AMORTIZATION
     -----------------------------
       Total depreciation and amortization for reportable
         segments                                             $   215,599       $   208,523
     Depreciation and amortization for Partnership                  8,788             9,220
     Eliminations                                                   7,746             7,745
                                                               ----------        ----------
       Total depreciation and amortization                    $   232,133       $   225,488
                                                               ==========        ==========
     NET INCOME (LOSS)
     -----------------
     Total net income for reportable segments                 $    94,163       $   146,846
     Net income (loss) for Partnership                              1,925           (52,289)
     Eliminations                                                 (68,706)          (77,274)
                                                               ----------        ----------
       Total net income                                       $    27,382       $    17,283
                                                               ==========        ==========

</TABLE>

                                       13

<PAGE>

11.  Segment Reporting - Continued
     -----------------------------

<TABLE>
                                                              Nine Months Ended September 30,
                                                              -------------------------------
                                                                  2000              1999
                                                                  ----              ----
<CAPTION>

     <S>                                                     <C>                <C>
     NET REVENUES
     ------------
     Total revenues for reportable segments                   $ 3,051,631       $ 2,837,279
     Other income for Partnership                                 112,917           350,426
     Gain on sale of assets                                             -            52,051
     Eliminations                                                   3,513          (147,355)
                                                               ----------        ----------
       Total consolidated net revenues                        $ 3,168,061       $ 3,092,401
                                                               ==========        ==========
     OPERATING EXPENSES AND OPERATING
     --------------------------------
     EXPENSES - AFFILIATED
     ---------------------
     Total operating expenses and operating expenses -
       affiliated for reportable segments                     $ 1,098,062       $ 1,001,379
     Operating expenses and operating expenses - affiliated
       for Partnership                                              2,197            11,583
                                                               ----------        ----------
       Total operating expenses and operating expenses -
         affiliated                                           $ 1,100,259       $ 1,012,962
                                                               ==========        ==========
     INTEREST EXPENSE
     ----------------
     Interest expense for reportable segments                 $   613,344       $   235,470
     Interest expense for Partnership                                   -           436,156
                                                               ----------        ----------
       Total interest expense                                 $   613,344       $   671,626
                                                               ==========        ==========
     REAL ESTATE TAXES
     -----------------
     Total real estate taxes for reportable segments          $   287,297       $   238,572
     Real estate taxes for Partnership                                  -            42,138
                                                               ----------        ----------
       Total real estate taxes                                $   287,297       $   280,710
                                                               ==========        ==========
     DEPRECIATION AND AMORTIZATION
     -----------------------------
     Total depreciation and amortization for reportable
       segments                                               $   633,250       $   577,625
     Depreciation and amortization for Partnership                 26,361            24,101
     Eliminations                                                  23,237            23,237
                                                               ----------        ----------
       Total depreciation and amortization                    $   682,848       $   624,963
                                                               ==========        ==========
     NET INCOME (LOSS)
     -----------------
     Total net income for reportable segments                 $    84,193       $   586,411
     Net loss for Partnership                                    (127,174)         (425,687)
     Eliminations                                                 (19,724)         (170,592)
                                                               ----------        ----------
       Total net loss                                         $   (62,705)      $    (9,868)
                                                               ==========        ==========

</TABLE>

                                       14

<PAGE>

12.  Recent Accounting Pronouncement
     -------------------------------

     The  Emerging  Issues  Task  Force  ("EITF")  of the  Financial  Accounting
     Standards  Board  ("FASB")  has  reached a  consensus  on Issue  No.  00-1,
     "Applicability  of the Pro Rata Method of  Consolidation  to Investments in
     Certain  Partnerships  and Other  Unincorporated  Joint Ventures." The EITF
     reached  a  consensus  that  a  proportionate   gross  financial  statement
     presentation   (referred  to  as   "proportionate   consolidation"  in  the
     Partnership's  1999  Form  10-K  Notes  to  Financial  Statements)  is  not
     appropriate for an investment in an  unincorporated  legal entity accounted
     for by the equity  method of  accounting,  unless the investee is in either
     the  construction  industry  or an  extractive  industry  where  there is a
     longstanding practice of its use.

     The  consensus is  applicable to financial  statements  for annual  periods
     ending  after  June  15,  2000.  Upon  application  of the  consensus,  all
     comparative  financial  statements  shall be restated  to conform  with the
     consensus.  The  application  of  this  consensus  will  not  result  in  a
     restatement  of  previously   reported   partners'  equity  or  results  of
     operations,  but will result in a recharacterization or reclassification of
     certain financial  statements'  captions and amounts. The Partnership plans
     to restate its financial  statements using the equity method to account for
     its joint venture investments for the year ending December 31, 2000.

                                       15

<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and  Results
        ------------------------------------------------------------------------
        of Operations
        -------------

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  ("MD&A") is  structured  in four major  sections.  The first section
provides  information  related to  occupancy  levels and rental and other income
generated  by the  Partnership's  properties.  The  second  analyzes  results of
operations on a consolidated basis. The final sections address consolidated cash
flows and  financial  condition.  A  discussion  of  certain  market  risks also
follows.  MD&A should be read in  conjunction  with the Financial  Statements in
Item 1 and the Cautionary Statements below.

Cautionary Statements
---------------------

Some  of  the  statements  included  in  this  Item 2 may  be  considered  to be
"forward-looking  statements" since such statements relate to matters which have
not yet occurred.  For example,  phrases such as "the Partnership  anticipates,"
"believes"  or   "expects,"   indicate  that  it  is  possible  that  the  event
anticipated,  believed,  or expected may not occur. Should such event not occur,
then the result which the Partnership  expected also may not occur or occur in a
different  manner,  which may be more or less favorable to the Partnership.  The
Partnership does 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,
which reflect management's best judgement, based on factors known, 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  discussed  below.  Any  forward-looking  information
provided by the  Partnership  pursuant to the safe harbor  established by recent
securities legislation should be evaluated in the context of these factors.

The  Partnership's  liquidity,  capital  resources and results of operations are
subject to a number of risks and uncertainties including, but not limited to the
following:  the ability of the  Partnership  to achieve  planned  revenues;  the
ability of the Partnership to make payments due under its debt  agreements;  the
ability of the  Partnership  to negotiate  and  maintain  terms with vendors and
service providers for operating expenses;  competitive pressures from other real
estate  companies,  including  large  commercial  and  residential  real  estate
companies,  which may  affect  the nature  and  viability  of the  Partnership's
business  strategy;  trends in the economy as a whole which may affect  consumer
confidence and demand for the types of rental property held by the  Partnership;
the  ability of the  Partnership  to predict  the  demand  for  specific  rental
properties;  the  ability  of the  Partnership  to attract  and retain  tenants;
availability  and costs of management and labor employed;  real estate occupancy
and development costs,  including  substantial fixed investment costs associated
with  renovations  necessary to obtain new tenants and retain existing  tenants;
and the risk of a major commercial  tenant  defaulting on its lease due to risks
generally  associated with real estate,  many of which are beyond the control of
the Partnership,  including general or local economic  conditions,  competition,
interest rates, real estate tax rates, other operating expenses and acts of God.

                                       16

<PAGE>

Results of Operations
---------------------

The occupancy levels at the Partnerships  properties as of September 30 were as
follows:

<TABLE>
                                                          Nine Months Ended
                                                             September 30,
                                                             -------------

                                                          2000 (1)       1999
                                                          --------       ----
  Wholly-owned Properties
  -----------------------
  <S>                                                       <C>          <C>
  Commonwealth Business Center Phase II                     80%          76%

  Property Owned in Joint Venture with NTS-Properties IV
  ------------------------------------------------------
  (Ownership % at September 30, 2000)
  -----------------------------------

  The Willows of Plainview Phase II (90.30%) (2)            91%           93%

  Properties Owned through Lakeshore/University II
  ------------------------------------------------
  Joint Venture (L/U II Joint Venture)
  -----------------------------------

  Lakeshore Business Center Phase I  (3)                    74%           74%
  Lakeshore Business Center Phase II (3)                    86%           86%
  Lakeshore Business Center Phase III (4)                   N/A           N/A

</TABLE>

(1)  Current occupancy levels are considered  adequate to continue the operation
     of Commonwealth Business Center Phase II, The Willows of Plainview Phase II
     and Lakeshore Business Center Phases I and II without additional financing.
     Lakeshore Business Center Phase III is currently under construction.
(2)  In the opinion of the General Partner of the  Partnership,  the decrease in
     period  ending  occupancy  is only a  temporary  fluctuation  and  does not
     represent a permanent downward occupancy trend.
(3)  Ownership  percentage  was 81.19% as of September 30, 2000 and 79.45% as of
     September 30, 1999. (See Notes to Financial Statements - Note 9).
(4)  Ownership  percentage was 81.19% as of September 30, 2000.  Construction of
     the property  commenced  December 1999. As of September 30, 2000, one lease
     for 4,689  square  feet has been  signed and the tenant is expected to take
     occupancy during the fourth quarter of 2000. Another lease for 6,190 square
     feet has been signed and the tenant is expected  to take  occupancy  during
     the first quarter of 2001.

The average  occupancy levels at the  Partnership's  properties during the three
months and nine months ended September 30 were as follows:

<TABLE>
                                                   Three Months     Nine Months
                                                      Ended           Ended
                                                   September 30,   September 30,
                                                   -------------   -------------
                                                   2000    1999     2000   1999
                                                   ----    ----     ----   ----
  Wholly-owned Properties
  -----------------------
  <S>                                              <C>      <C>      <C>   <C>
  Commonwealth Business Center  Phase II            81%     79%      85%   79%

  Property Owned in Joint Venture with
  ------------------------------------
  NTS-Properties IV
  -----------------
  (Ownership % at September 30, 2000)
  -----------------------------------

  The Willows of Plainview Phase II (90.30%) (1)    95%     93%      93%   95%

  Properties Owned Through
  ------------------------
  Lakeshore/ University II
  ------------------------
  University (L/U II Joint Venture)
  ---------------------------------

  Lakeshore Business Center Phase I   (2)           74%     73%      75%   75%
  Lakeshore Business Center Phase II (1) (2)        86%     86%      83%   86%
  Lakeshore Business Center Phase III (3)           N/A     N/A      N/A   N/A

</TABLE>

                       (Footnotes continued on next page)

                                       17

<PAGE>

Results of Operations - Continued
---------------------------------

(1)  In the opinion of the General Partner of the  Partnership,  the decrease in
     average occupancy is only a temporary  fluctuation and does not represent a
     permanent downward occupancy trend.
(2)  Ownership  percentage  was 81.19% for the three months ended  September 30,
     2000,  79.45% for the six months  ended June 30, 2000 and the three  months
     ended  September  30,  1999,  and 69.23% for the six months  ended June 30,
     1999. (See Notes to Financial Statements - Note 9).
(3)  Ownership  percentage was 81.19% as of September 30, 2000.  Construction of
     the property commenced December 1999.

Rental and other income generated by the Partnership's  properties for the three
months and nine months ended September 30, 2000 and 1999 were as follows:

<TABLE>

                                              Three Months        Nine Months
                                                  Ended              Ended
                                              September 30,       September 30,
                                              -------------       -------------
                                             2000     1999      2000     1999
                                             ----     ----      ----     ----

  Wholly-owned Properties
  -----------------------
  <S>                                    <C>        <C>       <C>       <C>
  Commonwealth Business Center Phase II   $157,420  $147,542  $484,640  $442,890

  Property Owned in Joint Venture with
  ------------------------------------
  NTS-Properties IV (Ownership % at
  ---------------------------------
  September 30, 2000)
  -------------------

  The Willows of Plainview Phase II
  (90.30%)                                $303,257  $308,126  $896,154  $928,083

  Property Owned Through
  ----------------------
  Lakeshore/University II Joint Venture
  -------------------------------------
  (L/U II Joint Venture)
  ----------------------

  Lakeshore Business Center Phase I (1)   $276,823  $236,583  $825,738  $700,682
  Lakeshore Business Center Phase II (1)  $293,885  $268,487  $845,099  $765,625
  Lakeshore Business Center Phase III (2)    N/A       N/A       N/A      N/A

</TABLE>

(1)  Represents  ownership  percentage  of  81.19%  for the three  months  ended
     September  30, 2000,  79.45% for the six months ended June 30, 2000 and the
     three months ended  September 30, 1999, and 69.23% for the six months ended
     June 30, 1999. (See Notes to Financial Statements - Note 9).
(2)  Ownership  percentage was 81.19% as of September 30, 2000.  Construction of
     the property  commenced  December 1999. As of September 30, 2000, one lease
     for 4,689  square  feet has been  signed and the tenant is expected to take
     occupancy during the fourth quarter of 2000. Another lease for 6,190 square
     feet has been signed and the tenant is expected  to take  occupancy  during
     the first quarter of 2001.

Revenues shown in the table above for  properties  owned through a joint venture
represent only the Partnership's percentage interest in those revenues.

The following is an analysis of material  changes in results of  operations  for
the  periods  ending  September  30,  2000 and 1999.  Items  that did not have a
material  impact on operations  for the periods  listed above have been excluded
from this discussion.

                                       18

<PAGE>

Results of Operations - Continued
---------------------------------

Rental income increased  approximately  $58,000 or 6% and $204,000 or 7% for the
three months and nine months ended September 30, 2000, respectively, as compared
to the same  periods in 1999.  The  increase is  primarily a result of increased
ownership of the L/U II Joint  Venture.  Partially  offsetting the increase is a
decrease in rental  income at The Willows of Plainview  Phase II resulting  from
decreases in average occupancy.

Period-ending occupancy percentages represent occupancy only on a specific date;
therefore,  the above analysis considers average occupancy percentages which are
more representative of the entire period's results.

In cases of tenants who cease making rental  payments or abandon the premises in
breach of the lease terms, the Partnership pursues collection through the use of
collection agencies or other remedies available by law when practical.  In cases
where tenants have vacated as a result of bankruptcy,  the Partnership has taken
legal action when it thought  there could be a possible  collection.  There have
been no funds recovered as a result of these actions during the three months and
nine months ended September 30, 2000 or 1999. As of September 30, 2000 no action
is being  taken  against  any  tenants to collect  funds  through  the  remedies
discussed above.

The 1999  gain on sale of assets is the  result  of the sale of  University  III
vacant land to Silver City Properties, Ltd. on September 17, 1999 and the result
of the Partnership's share of the L/U II Joint Venture sale of 2.4 acres of land
on July 23, 1999. (See Notes to Financial Statements - Note 5).

Interest and other income decreased  approximately  $18,000 or 47% and $6,000 or
4% for the three months and nine months ended September 30, 2000,  respectively,
as compared to the same periods in 1999,  primarily as a result of a decrease in
cash  reserves  available  for  investment  as a result  of  funds  used for the
construction of Lakeshore  Business Center Phase III and  contributions  made to
the L/U II Joint Venture.

Operating expenses decreased  approximately  $24,000 or 10% for the three months
ended  September 30, 2000, as compared to the same period in 1999,  primarily as
the result of  decreased  landscape  maintenance  at Lakeshore  Business  Center
Phases  I and II.  Partially  offsetting  the  decrease  is an  increase  in the
ownership of the L/U II Joint Venture.

Operating  expenses increased  approximately  $68,000 or 10% for the nine months
ended September 30, 2000, as compared to the same period in 1999,  primarily due
to increased ownership of the L/U II Joint Venture.

The 2000 and 1999 loss on disposal of assets can be attributed to the retirement
of assets at The Willows of Plainview  Phase II and  Lakeshore  Business  Center
Phases I and II. The retirements  are the result of common area  improvements at
The Willows of Plainview Phase II and Lakeshore Business Center Phases I and II,
new alarm  system  installations,  wood and  paint  replacements  and  clubhouse
remodeling at The Willows of Plainview Phase II. The loss represents the cost to
retire assets which were not fully depreciated at the time of replacement.

                                       19

<PAGE>

Results of Operations - Continued
---------------------------------

Interest expense  decreased  approximately  $47,000 or 20% and $58,000 or 9% for
the three months and nine months ended  September  30,  2000,  respectively,  as
compared to the same periods in 1999, primarily as a result of regular principal
payments.  The  decrease is  partially  offset by funds  drawn on the  Lakeshore
Business Center Phase III construction loan closed September 8, 2000.

Professional and administrative  expenses decreased approximately $47,000 or 59%
and $81,000 or 44% for the three  months and nine  months  ended  September  30,
2000,  respectively,  as compared to the same  periods in 1999,  primarily  as a
result of decreased  costs incurred for legal and accounting fees related to the
Tender Offers.

Professional and administrative expenses - affiliated decreased $4,000 or 9% and
$22,000 or 17% for the three  months and nine months ended  September  30, 2000,
respectively,  as compared to the same periods in 1999, as a result of decreased
salary costs due to personnel changes.  Professional and administrative expenses
- affiliated  are expenses  incurred for services  performed by employees of NTS
Development Company, an affiliate of the General Partner.

Depreciation and amortization  increased  approximately $7,000 or 3% and $58,000
or  9%  for  the  three  months  and  nine  months  ended  September  30,  2000,
respectively,  as  compared  to the  same  periods  in 1999,  as a result  of an
increase  in  ownership  of the L/U II Joint  Venture as  described  below.  The
aggregate  cost of the  Partnership's  properties  for federal  tax  purposes is
approximately $30,084,265.

Contributing to all of the increases and partially  offsetting all the decreases
discussed above is an increase in ownership of L/U II Joint Venture.  (See Notes
to Financial Statements - Note 9).

Consolidated Cash Flows and Financial Condition
-----------------------------------------------

In the next 12 months, the Partnership expects the demand on future liquidity to
increase as a result of future leasing activity at Commonwealth  Business Center
Phase II and Lakeshore  Business  Center Phases I, II and III. At this time, the
future  leasing  and tenant  finish  costs  which will be  required to renew the
current  leases or obtain new tenants are unknown.  It is  anticipated  that the
cash flow from operations and cash reserves will be sufficient to meet the needs
of the Partnership.

Cash flows provided by (used in):

<TABLE>

                                                Nine Months Ended September 30,
                                                -------------------------------
                                                   2000                1999
                                                   ----                ----

<S>                                             <C>               <C>
Operating activities                            $   930,440       $   617,639
Investing activities                             (2,548,965)          377,881
Financing activities                                 (9,678)       (2,331,039)
                                                 ----------        ----------
     Net decrease in cash and equivalents       $(1,628,203)      $(1,335,519)
                                                 ==========        ==========

</TABLE>

                                       20

<PAGE>

Consolidated Cash Flows and Financial Condition - Continued
-----------------------------------------------------------

Net cash provided by operating activities increased  approximately  $313,000 for
the nine months  ended  September  30,  2000,  as compared to the same period in
1999. This increase was primarily  driven by an increase in accounts payable and
the Partnership's net operating results before non-cash items. This increase was
partially offset by an increase in other assets.

Net cash used in investing activities increased approximately $2,927,000 for the
nine months ended  September  30, 2000,  as compared to the same period in 1999.
The  increase  is the result of  increased  capital  expenditures  primarily  at
Lakeshore Business Center Phase III.

Net cash used in financing activities decreased approximately $2,321,000 for the
nine months ended  September  30, 2000,  as compared to the same period in 1999.
The  decrease  was  primarily  the  result  of an  approximate  $1,265,000  cash
distribution  paid in March  1999.  No  distributions  were paid during the nine
months ended September 30, 2000. Also contributing to the decrease is a decrease
in the repurchase of Limited  Partnership  Units, a decrease in restricted  cash
and an increase in funds drawn on the Lakeshore  Business  Center Phase III loan
which closed September 8, 2000.

The table below  presents that portion of the  distributions  which  represent a
return of capital on a GAAP basis for the nine months ended  September 30, 1999.
No distributions were made during the nine months ended September 30, 2000.

<TABLE>

                             Net Loss       Cash Distributions      Return of
                            Allocated           Declared             Capital
                            ---------           --------             -------

Limited Partners:
               <S>         <C>                <C>                <C>
               2000        $  (62,078)         $         -       $         -
               1999        $   (9,769)         $ 1,252,275       $ 1,252,275

General Partner:
               2000        $     (627)         $         -       $         -
               1999        $      (99)         $    12,649       $    12,649

</TABLE>

Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures  include tenant  improvements  at the  Partnership's  properties as
required by lease negotiations and the construction of Lakeshore Business Center
Phase III as described below.  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 and cash
reserves.

Pursuant to a contract  signed on December 6, 1999, the L/U II Joint Venture has
a commitment  to construct a building to be known as Lakeshore  Business  Center
Phase  III on 3.8  acres  of  land  it owns  at the  Lakeshore  Business  Center
Development.  The construction  commenced in December 1999 and cost is currently
estimated  to  be  $4,000,000  and  will  be  funded  by  working   capital  and
approximately $2,680,000 in debt financing. As of September 30, 2000, the L/U II
Joint Venture incurred approximately $2,820,000 in expenses for the construction
of Lakeshore Business Center Phase III.

                                       21

<PAGE>

Consolidated Cash Flows and Financial Condition - Continued
-----------------------------------------------------------

On September 8, 2000,  the L/U II Joint Venture  obtained a loan from a bank for
an  amount  not  exceeding  $2,680,000  to fund the  construction  of  Lakeshore
Business  Center Phase III.  This  commitment  is guaranteed by the L/U II Joint
Venture,  NTS-Properties V, NTS-Properties IV, Ltd. and NTS-Ft. Lauderdale, Ltd.
The  funds  will be used by the L/U II  Joint  Venture  to  construct  Lakeshore
Business  Center Phase III. The loan bears a variable  interest  rate equal to a
daily  floating  LIBOR  rate as quoted for  30-day  investments,  plus 230 basis
points  and is secured by 3.8 acres of land  located at the  Lakeshore  Business
Center Development and the improvements now and hereafter located on the land.

As of  September  30,  2000,  the L/U II  Joint  Venture  has a  commitment  for
approximately $122,000 for tenant improvements on 6,190 square feet at Lakeshore
Business  Center  Phase  III.  The  Partnership's  share of this  commitment  is
approximately $99,000 and will be funded from debt financing.

The L/U II Joint Venture  anticipates  replacing the roofs at Lakeshore Business
Center Phase I for a cost of approximately  $200,000. The Partnership's share of
this  project  will be  $162,000  and  will  be  funded  from  cash  flows  from
operations.

The  Partnership  has no other material  commitments  for renovations or capital
improvements as of September 30, 2000.

On  September  22,  2000,  the  Partnership  and ORIG,  LLC, an affiliate of the
Partnership,  filed a tender offer (the "Tender  Offer") with the Securities and
Exchange Commission,  commencing on September 22, 2000, to purchase up to 200 of
the Partnership's  Limited  Partnership Units at a price of $230 per Unit. Under
the Tender Offer, the Partnership will purchase the first 100 Units tendered and
will fund its purchase and its portion of the expenses  from cash  reserves.  If
more than 100 Units are  tendered,  ORIG,  LLC will purchase up to an additional
100  Units.  If more than 200 Units are  tendered,  the  bidders  may  choose to
acquire the additional  Units on a pro rata basis. The total costs of the Tender
Offer are  expected to be $56,000,  consisting  of $46,000 to purchase 200 Units
and $10,000 of expenses.  The Partnership  expects that its share of these costs
will be approximately  $28,000.  Units that are acquired by the Partnership will
be retired. Units that are acquired by ORIG, LLC will be held by it. The General
Partner,  NTS-  Properties  Associates V, does not intend to  participate in the
Tender Offer. The Tender Offer will expire on December 22, 2000 unless extended.

The following  describes the efforts being taken by the  Partnership to increase
the occupancy levels at the Partnership's  properties.  At Commonwealth Business
Center  Phase II, the leasing and  renewal  negotiations  are handled 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.  A leasing  agent,  an  employee  of NTS  Development
Company,  located at Lakeshore Business Center,  handles the leasing and renewal
negotiations  at Lakeshore  Business Center Phases I, II and III. At The Willows
of Plainview Phase II, the Partnership has an on-site leasing staff, who

                                       22

<PAGE>

Consolidated Cash Flows and Financial Condition - Continued
-----------------------------------------------------------

are employees of NTS Development  Company.  The staff handles 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. Leases at the Partnership's  commercial properties provide for tenants to
contribute toward the payment of common area expenses, insurance and real estate
taxes.  These lease provisions,  along with the fact that residential leases are
generally for a period of one year, should protect the Partnership's  operations
from the impact of inflation and changing prices.

                                       23

<PAGE>

Item 3.  Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

Our primary market risk exposure with regard to financial instruments is changes
in interest  rates.  At  September  30,  2000,  a  hypothetical  100 basis point
increase in interest rates would result in an approximate  $445,000  decrease in
the fair value of the debt.

                                       24

<PAGE>

PART II.  OTHER INFORMATION
          -----------------

Item 1.   Legal Proceedings
          -----------------

          Not applicable.

Item 2.   Changes in Securities
          ---------------------

          Not applicable.

Item 3.   Defaults Upon Senior Securities
          -------------------------------

          Not applicable.

Item 4.   Submission of Matters to a Vote of Security Holders
          ---------------------------------------------------

          Not applicable.

Item 5.   Other Information
          -----------------

          Not applicable.

Item 6.   Exhibits and Reports on Form 8-K
          --------------------------------

          a)       Exhibits:

                   Exhibit 27.  Financial Data Schedule

          b)       Reports on Form 8-K:

                   Not applicable.

                                       25

<PAGE>

                                   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 Partnership
                                      ------------------------------------------
                                                    (Registrant)

                                      BY:      NTS-Properties Associates V,
                                               General Partner,
                                               BY:      NTS Capital Corporation,
                                                        General Partner



                                      /s/   Gregory A. Wells
                                      ------------------------------------------
                                      Gregory A. Wells
                                      Senior Vice President and
                                      Chief Financial Officer of
                                      NTS Capital Corporation


Date: November 14, 2000

                                       26

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