<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
------------------------------------------------------
[ ] 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 0-8914
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UNIVERSITY REAL ESTATE PARTNERSHIP V
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(Exact name of registrant as specified in its charter)
California 95-3240567
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2001 Ross Avenue, Suite 4600, Dallas, Texas 75201
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(Address of principal executive offices) (Zip code)
________________________________________________________________________________
(Former address, if changed since last report)
Registrant's telephone number, including area code (214) 740-2200
-----------------------------
Securities registered pursuant to Section 12(b) of the Act: Not applicable
Securities registered pursuant to Section 12 (g) of the Act:
Limited Partnership Units
Indicate by check mark whether the registrant, (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
All of the registrant's 34,275 Limited Partnership Units are held by non-
affiliates of the registrant. The aggregate market value of units held by non-
affiliates is not determinable since there is no public trading market for
Limited Partnership Units.
Documents Incorporated by Reference: None
Exhibit Index: See Page 13
TOTAL OF 36 PAGES
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
INDEX TO ANNUAL REPORT ON FORM 10-K
<TABLE>
<CAPTION>
Item No. Page
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<S> <C> <C>
PART I
1 Business................................................................................................. 3
2 Property................................................................................................. 5
3 Legal Proceedings........................................................................................ 6
4 Submission of Matters to a Vote of Security Holders...................................................... 6
PART II
5 Market for Registrant's Units of Limited Partnership and Related Security Holder Matters................. 6
6 Selected Financial Data.................................................................................. 7
7 Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 8
8 Consolidated Financial Statements and Supplementary Data................................................. 10
PART III
9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure..................... 11
10 Directors and Executive Officers of the Registrant....................................................... 11
11 Executive Compensation................................................................................... 11
12 Security Ownership of Certain Beneficial Owners and Management........................................... 12
13 Certain Relationships and Related Transactions........................................................... 12
PART IV
14 Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K............................. 12
</TABLE>
2
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PART I
ITEM 1. BUSINESS
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ORGANIZATION
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University Real Estate Partnership V (the "Partnership" or "Registrant") was
organized on August 12, 1977, as a limited partnership under the provisions of
the California Uniform Limited Partnership Act. The general partner of the
Partnership is University Advisory Company ("UAC" or the "General Partner"), a
California general partnership. Prior to December 15, 1996, Southmark Commercial
Management, Inc. ("SCM"), and Southmark Investors, Inc. ("SII"), both wholly-
owned subsidiaries of Southmark Corporation ("Southmark") were the two general
partners of UAC. On December 15, 1996, OS General Partner Company ("OSGPC"), a
Texas corporation, and OS Holdings, Inc. ("OS"), a Texas corporation, acquired
both interests in UAC held by SCM and SII. See discussion of SCM, SII, OS and
OSGPC transaction below. The principal place of business for the General
Partner is 2001 Ross Avenue, Suite 4600, Dallas, Texas 75201.
On January 6, 1978, a Registration Statement on Form S-11 was declared effective
by the Securities and Exchange Commission pursuant to which the Partnership
offered for sale an aggregate of $25,000,000 Income and Growth/Shelter Limited
Partnership Units. The Limited Partnership Units represent equity interests in
the Partnership and entitle the holders thereof to participate in certain
allocations and distributions of the Partnership. The sale of Limited
Partnership Units closed on July 13, 1978, with 34,800 Limited Partnership Units
sold at $500 each for gross proceeds of $17,400,000. Of the Limited Partnership
Units sold, 525 have subsequently been repurchased by the Partnership. Of the
34,275 Limited Partnership Units currently outstanding, 17,723 are Income Units
and 16,552 are Growth/Shelter Units.
On March 9, 1993, Southmark and several of its affiliates (including the General
Partner) entered into an Asset Purchase Agreement with SHL Acquisition Corp.
III, a Texas corporation, and its permitted assigns (collectively "SHL") to sell
various general and limited partnership interests owned by Southmark and its
affiliates, including the general partnership interest of the Partnership. On
December 16, 1993, Southmark and SHL executed the Second Amendment to Asset
Purchase Agreement whereby SHL acquired an option to purchase the general
partnership interest of the Partnership, rather than purchase the partnership
interest itself. On the same date, SHL assigned its rights under the amended
Asset Purchase Agreement to Hampton Realty Partners, L.P., a Texas limited
partnership ("Hampton") and Hampton and Southmark affiliates also entered into
an Option Agreement whereby Hampton acquired the right to purchase the option
assets, including the general partnership interest of the Partnership, subject
to the approval of the limited partners. On December 30, 1994, Hampton entered
into an Assignment and Assumption of Option Agreement with JKD Financial
Management, Inc. ("JKD"), a Texas corporation, whereby, among other things, JKD
obtained the right to acquire Hampton's rights to proxy into the Partnership
subject to approval of the Limited Partners. As a result of a 1996 transaction
between OS, OSGPC, SCM and SII, JKD's option was assigned to OSGPC. See
discussion of transaction between SCM, SII, OSGPC and OS below.
Effective as of December 14, 1992, the Partnership entered into a Portfolio
Services Agreement and a Property Management Agreement with Hampton UREF
Management, Ltd. ("Hampton UREF"), a Texas limited partnership, pursuant to
which Hampton UREF began providing management for the Partnership's properties
and certain other portfolio services. The operations of the Partnership's
properties were managed by Hampton Management, Inc. (formerly SHL Management,
Inc.) through a subcontract agreement with Hampton UREF. From April 20, 1994 to
August 8, 1994, the Partnership and its properties were managed by Insignia
pursuant to a Property Management Subcontract Agreement with Hampton UREF. As
of August 8, 1994, the properties only were managed by an affiliate of Insignia
under a Property Management Agreement directly with the Partnership.
As of December 30, 1994, Hampton UREF entered into an Assignment and Assumption
of Portfolio Services Agreement with JKD pursuant to which JKD oversees the
management of the Partnership.
CURRENT OPERATIONS
- ------------------
General:
The Partnership's primary business is to own, operate and ultimately dispose of
its portfolio of income-producing real properties for the benefit of its
partners. The Partnership has liquidated many of its properties (including
Glasshouse Square on May 8, 1998) and as of December 31, 1998 the Partnership
was operating one income-producing property, Washington Towne Apartments.
3
<PAGE>
Washington Towne Apartments was sold April 1, 1999. The proceeds from the sale
are to be held in escrow and will be used to acquire a like-kind apartment
complex on a tax-free basis.
Sale of Glasshouse Square:
The Partnership sold the Glasshouse Square Shopping Center on May 8, 1998 for
$10,600,000. The Partnership had previously entered into a Debt Workout
Consulting Agreement with Meridian Realty Advisors, Inc., an affiliate of the
General Partner to assist the Partnership in its ongoing efforts to negotiate
debt relief from its lenders and assist in the marketing and sale of the
Partnership's properties. Meridian Realty Advisors, Inc. was successful in
negotiating certain reductions in the Partnership's debt as of the sale date of
Glasshouse Square.
Business Plan:
The business of the Partnership is not seasonal. The Partnership's anticipated
plan of operation for 1999 is to preserve or increase gross revenue whenever
possible and to maintain or decrease property operating expenditures whenever
possible, while at the same time making whatever capital expenditures are
reasonable under the circumstances in order to preserve and enhance the value of
its properties. The General Partner has determined that a reinvestment of the
proceeds from the sale of Washington Towne will benefit the partnership by
entering into a tax free exchange thus enhancing Partnership cash flow and
continue to defer potentially negative tax impact to the Partnership in the
event of liquidating the Partnership. There can be no assurances however as to
the ultimate completion of the differing types of transactions, which might be
available to the Partnership and its assets. See Item 7 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations".
Competitive Conditions:
Since the principal business of the Partnership is to own and operate real
estate, the Partnership is subject to all of the risks incidental to ownership
of real estate and interests therein, many of which relate to the illiquidity of
this type of investment. These risks include changes in general or local
economic conditions, changes in supply or demand for competing properties in an
area, changes in interest rates and availability of permanent mortgage funds
which may render the sale or refinancing of a property difficult or
unattractive, changes in real estate and zoning laws, increases in real property
tax rates and federal or local economic or rent controls. The illiquidity of
real estate investments generally impairs the ability of the Partnership to
respond promptly to changes in these circumstances. The Partnership competes
with numerous established companies, private investors (including foreign
investors), real estate investment trusts, limited partnerships and other
entities (many of which have greater resources than the Partnership and broader
experience than the General Partner) in connection with the acquisition, sale,
financing and leasing of properties.
Computer Systems/Year 2000 Compliance:
In the fourth quarter of 1998 the General Partner purchased and installed new
computer hardware and operating platforms. In addition, the accounting software
package was upgraded to become year 2000 compliant.
SOUTHMARK BANKRUPTCY
- --------------------
On July 14, 1989, Southmark filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code. Neither the Partnership nor its General
Partner was included in the filing. Southmark's reorganization plan became
effective August 10, 1990. Under the plan, most of Southmark's assets, which
include Southmark's interests in the General Partner, are being sold or
liquidated for the benefit of creditors.
Because neither the Partnership nor the General Partner was included in the
Southmark bankruptcy proceedings, there has been no direct effect on the
Partnership's operations during the bankruptcy period or resulting from
confirmation of the plan. Ultimate decision-making authority with respect to
the operations of the Partnership remains with the General Partner until such
time as the Limited Partners approve a substitute general partner.
SALE OF GENERAL PARTNER INTEREST
- --------------------------------
As a result of Southmark's bankruptcy and its plan to liquidate all of its
assets, the General Partner concluded that it was in the best interest of the
Partnership to seek, as its qualified replacement as general partner, an entity
which intends to remain involved in the management of real estate and real
estate limited partnerships.
4
<PAGE>
On March 9, 1993, Southmark and several of its affiliates (including the General
Partner) entered into an Asset Purchase Agreement with SHL to sell various
general and limited partnership interests owned by Southmark and its affiliates,
including the general partnership interest of the Partnership. On December 16,
1993, Southmark and SHL executed the Second Amendment to Asset Purchase
Agreement whereby SHL acquired an option to purchase the general partnership
interest of the Partnership, rather than purchase the partnership interest
itself. On the same date, SHL assigned its rights under the amended Asset
Purchase Agreement to Hampton and Hampton and Southmark affiliates also entered
into an Option Agreement whereby Hampton acquired the right to purchase the
option assets, including the general partnership interest of the Partnership
subject to the approval of the Limited Partners. On December 30, 1994, Hampton
entered into an Assignment and Assumption of Option Agreement with JKD, whereby,
among other things, JKD obtained the right to acquire Hampton's rights to proxy
into the Partnership subject to the approval of the Limited Partners. As a
result of a 1996 transaction among OS, OSGPC, SCM and SII, JKD's option was
assigned to OSGPC.
On December 15, 1996, OS and OSGPC purchased the partnership interests from SCM
and SII.
As of December 30, 1994, Hampton UREF entered into an Assignment and Assumption
of Portfolio Services Agreement with JKD pursuant to which JKD oversees the
management of the Partnership. During 1997, JKD was merged into Meridian Realty
Advisors, Inc. ("MRA") and MRA assumed responsibility for overseeing the
management of the Partnership.
ITEM 2. PROPERTY
- ------- --------
Description of Real Estate:
The following table sets forth the investment portfolio of the Partnership at
December 31, 1998. It is the opinion of management that the property is
adequately covered by insurance. The mortgage note payable at December 31, 1998
for Washington Towne Apartments is $1,677,715. Full detail of the mortgage is
described in Item 8 - "Note 7 - Mortgage Notes Payable".
<TABLE>
<CAPTION>
Gross
Book Value Occupancy Date
Property Description of Property Rate Acquired
- -------- ----------- ----------- ---- --------
<S> <C> <C> <C> <C>
Washington Towne
Apartments Apartments
Atlanta, Georgia 148 units $2,588,078 99% July 1991
==========
</TABLE>
Sale of Glasshouse Square
- -------------------------
On May 8, 1998, the Partnership sold Glasshouse Square Shopping Center to an
unaffiliated third party for a gross sales price of $10,600,000. The property
was acquired by the purchaser with a cash down payment and assumption of the
first mortgage lien on the property. In conjunction with the sale, the
Partnership provided short-term financing, which was paid off by the purchaser
in 1998. The Partnership was able to obtain a $150,000 principal discount on
the second mortgage from the second mortgage lender, as well as forgiveness of
$270,418 of accrued and unpaid interest. This gain on debt forgiveness is
reflected as an extraordinary item in the Partnership's consolidated statements
of operations for the year ended December 31, 1998
5
<PAGE>
Washington Towne Apartments
- ---------------------------
The mortgage payable for Washington Towne Apartments, LLC had unpaid principal
amount of $1,677,715 at December 31, 1998. In September 1995, the Partnership
obtained a mortgage loan payable in the amount of $1,750,000 from a new lender.
In order to preserve the Partnership's ownership interest in the Washington
Towne Apartments and in order to satisfy the new lender's structural
requirements with respect to the refinancing of the mortgage note payable, the
Partnership contributed the property on September 13, 1995 to an affiliated
entity, Washington Towne Apartments, LLC, a Georgia limited liability company.
The Partnership is the owner of all the capital stock of Washington Towne, Inc.
The Partnership is the 99% member and Washington Towne, Inc. is the 1% managing
member of Washington Towne Apartments, LLC. Therefore, the Partnership
effectively retained a 100% interest in the property. In connection with the
contribution of the property to Washington Towne Apartments, LLC, the lender
provided sufficient funds to satisfy the matured loan obligation and to provide
for certain property improvements. Property improvements were completed prior
to the end of the first quarter 1996 and have significantly enhanced the value
of the property (see Item 8 - "Note 5 - Mortgage Notes Payable").
Operating Data:
Occupancy Rates for the Years 1994-1998
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
1994 1995 1996 1997 1998
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<S> <C> <C> <C> <C> <C>
Washington Towne 98% 94% 94% 94% 99%
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</TABLE>
ITEM 3. LEGAL PROCEEDINGS
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The Partnership filed a lawsuit styled University Real Estate Partnership V vs.
----------------------------------------
Silo California, Inc. No. 692441 (Superior Court of the State of California) to
- ---------------------
recover possession of leased premises and damages related to breach of a lease
at Glasshouse Square Shopping Center. The Partnership obtained an unlawful
detainer judgment against the defendant on October 25, 1995, in the amount of
$41,757.
The Partnership filed a claim against Silo California, Inc. on February 9, 1996,
in a bankruptcy proceeding entitled In re: Silo California, Inc., a California
-------------------------------------------
corporation, No. 95-1581 (U.S. Bankruptcy Court, District of Delaware), to
- -----------
recover on the $41,757 unlawful detainer judgment. A second claim in the amount
of $312,992 for additional damages related to breach of the lease was filed on
February 20, 1996 against Silo California, Inc. and an identical $312,992 claim
was filed against Silo Holdings, Inc. in In re: Silo Holdings, Inc., No. 95-
--------------------------
1578 (U.S. Bankruptcy Court, District of Delaware) on February 20, 1996. All
three claims are still pending.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------- ---------------------------------------------------
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED
- ------- ----------------------------------------------------------------
SECURITY HOLDER MATTERS
-----------------------
(A) There is no established public trading market for Limited Partnership
Units, nor is one expected to develop.
<TABLE>
<CAPTION>
(B) Title of Class Number of Record Unit Holders
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<S> <C>
Limited Partnership Units 1,819 as of March 31, 1999
Income Units 869 as of March 31, 1999
Growth/Shelter Units 950 as of March 31, 1999
</TABLE>
(C) The Partnership resumed making distributions in 1998 as a result of
payments on the San Pedro Note Receivable and the sale of Glasshouse Square
Shopping Center. Cash distributions from capital transactions totaled
$1,074,693 and all were paid entirely to the Income Unit Holders.
Cumulative distributions through December 31, 1998, were $16,887,229,
$1,786,307, and $590,957 to the Income, Growth/Shelter, and General
Partners, respectively.
6
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
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The following table sets forth a summary of certain financial data for the
Partnership. This summary should be read in conjunction with the Partnership's
consolidated financial statements and notes thereto appearing in Item 8.
<TABLE>
<CAPTION>
Consolidated Statements Year Ended December 31,
- ----------------------- ---------------------------------------------------------------------------------
Of Operations 1998 1997 1996 1995 1994
- ----------------------------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Rental income................ $ 1,551,668 $ 2,390,773 $ 2,087,301 $ 2,329,859 $ 2,484,310
Interest income.............. 45,915 32,335 32,797 150,809 212,896
Other income................. 160,427 84,723 28,057 44,345 -
Expenses..................... (2,069,394) (2,886,252) (3,063,489) (3,477,628) (3,792,919)
Loss on sale of note
receivable.................. - - - - (350,000)
Loss on modification of
note receivable............. - - - - (530,695)
Provision for loss on
note receivable............. - - - (100,000) -
Loss on sale of repossessed
real estate................. - - - (121,518) -
Gain on sale of property..... 198,610 - - - -
Loss before extraordinary
items..................... (112,774) (378,421) (915,334) (1,174,133) (1,976,408)
Extraordinary items....... 420,418 - - 75,000 -
------------ ------------ ------------ ----------- -----------
Net income (loss)............ $ 307,644 $ (378,421) $ (915,334) $(1,099,133) $(1,976,408)
=========== =========== =========== =========== ===========
Net income (loss) per Limited
Partnership Unit:
Loss before
extraordinary items........ $ (3.26) $(10.92) $(26.42) $ (33.84) $(56.79)
Extraordinary items......... 12.15 - - 2.16 -
----------- ----------- ----------- ----------- -----------
Net income (loss)........... $ 8.89 $(10.92) $(26.42) $ (31.68) $(56.79)
=========== =========== =========== =========== ===========
Distributions per
Limited Partnership
Unit:
Income Partners............. $ 60.64 $ - $ - $ - $ -
Growth/Shelter
Partners................... $ - $ - $ - $ - $ -
<CAPTION>
Consolidated Balance As of December 31,
- -------------------- --------------------------------------------------------------------------------
Sheets 1998 1997 1996 1995 1994
- ------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Real estate, net............. $ 1,712,837 $10,951,261 $11,398,265 $11,673,695 $11,799,899
Notes receivable, net........ 0 250,000 250,000 250,000 750,000
Total assets................. 2,135,979 12,248,950 12,670,367 13,416,272 14,666,336
Mortgage notes payable....... 1,677,715 10,680,255 10,789,414 10,674,931 9,453,587
Partners' (deficit) equity... (259,509) 507,540 885,961 1,801,295 2,900,428
</TABLE>
Net loss per Limited Partnership Unit is computed by dividing net loss allocated
to the Limited Partners by the weighted average number of Limited Partnership
Units outstanding during the year. Per unit information has been computed based
on 34,275 Limited Partnership Units outstanding in 1998, 34,301 Units
outstanding in 1997 and 1996, 34,353 Limited Partnership Units outstanding in
1995, and 34,453 in 1994.
7
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- ------- -----------------------------------------------------------------------
OF OPERATIONS
-------------
FINANCIAL CONDITION
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The Partnership was formed in 1977 to acquire, operate and ultimately dispose of
a diversified portfolio of income-producing real property. Five of the
Partnership's properties were sold and a sixth was deeded to the lender in
cancellation of indebtedness in 1985. A seventh property was sold in 1986,
another in 1987, and Glasshouse Square in 1998. The Partnership received
partial consideration from the sale of certain properties in the form of notes
receivable, all of which have been collected in full as of December 31, 1998.
RESULTS OF OPERATIONS
- ---------------------
Revenues:
Rental income was $1,551,668 in 1998 as compared to $2,390,773 and $2,087,301 in
1997 and 1996, respectively. The decrease of $839,105 in 1998 as compared to
1997 is due primarily to the sale of Glasshouse Square Shopping Center. The
increase in 1997 as compared to 1996 is primarily due to increased occupancies
and the commencement of ground lease payments from two ground leases at
Glasshouse Square.
Of the total revenues recorded by the Partnership, the amount attributable to
rental income from Glasshouse Square Shopping Center was 32% in 1998, 57% in
1997, and 39% in 1996. Interest income increased in 1998 by $13,580 mostly due
to additional interest received for a note receivable from the Glasshouse Square
Shopping Center sale. It remained constant between 1997 at $32,335 compared to
1996 at $32,797. Interest earned on the Bank of San Pedro note receivable was
approximately 7.0% in 1998, 1.3% in 1997 and 1.5% in 1996 of the total rental
and interest income of the Partnership. The San Pedro note receivable was paid
in full on July 20, 1998. On November 28, 1998 the Glasshouse Square purchaser
paid the related note receivable note in full.
Expenses:
Interest expense was $542,586 in 1998 as compared to $1,052,586 and $1,058,343
in 1997 and 1996, respectively. The decrease was due to the sale of Glasshouse
Square Shopping Center and the retirement of its mortgage notes payable.
Depreciation and amortization expense was $317,679 in 1998 as compared to
$588,124 and $544,080 in 1997 and 1996, respectively. Property taxes were
$118,876 in 1998 as compared to $124,201 and $98,675 in 1997 and 1996,
respectively. The reduction in 1998 is due to the sale and elimination of
expenses for the Glasshouse Square Shopping Center. The increase from 1996 to
1997 of $25,526 is due primarily to changes in assessed values of the properties
as well as the receipt of a tax refund in 1996.
Other property operating expenses, the provisions for doubtful accounts, and
property management fees were $772,526 in 1998 as compared to $837,900 and
$975,552 in 1997 and 1996, respectively. The decrease in 1998 was due to the
sale of the Glasshouse Square Shopping Center in the middle of the fiscal year.
The $137,652 decrease in 1997 is due to increased operating efficiencies at the
properties.
General and administrative expenses were $197,727 in 1998 as compared to $85,848
and $150,593 in 1997 and 1996, respectively. The decrease in 1997 as compared
to 1996 is primarily due to a reduction in partnership legal expenses.
General and administrative expenses - affiliates were $120,000 in 1998 as
compared to $197,593 and $236,246 in 1997 and 1996, respectively. The decrease
from 1996 to 1997 of $38,653 is primarily a result of the elimination of the
asset management fee previously charged to the Partnership.
The Partnership incurred a loss of $530,695 related to the modification of the
Las Oficinas note receivable and the transfer of the underlying mortgage debt to
the borrower on the note receivable. The modification of the note receivable
occurred in December 1994 and the transfer of the underlying mortgage debt to
the borrower occurred in February 1995.
8
<PAGE>
The Partnership incurred an additional loss of $350,000 related to the sale of
the Las Oficinas note receivable on April 7, 1995 for $750,000.
On July 20, 1995, the Partnership incurred a loss of $46,518 on the sale of the
Bank of San Pedro Office Building. This amount consists of a loss of $121,518
on the sale and an extraordinary gain on debt forgiveness of $75,000 on the
promissory note payable to Southmark.
The Partnership recorded at year end 1995 a $100,000 provision for loss to
reduce the carrying value of the Bank of San Pedro Office Building note
receivable to $250,000 after the purchaser defaulted on the note during the
first quarter of 1996. Even though the default has been cured, the provision
for loss was recorded in the event of any future complications with the
purchaser.
On July 20, 1998 the San Pedro Note Receivable in the amount of $350,000 was
paid in full.
The Partnership recorded extraordinary income as a result of debt reductions by
the Glasshouse lender which consisted of debt forgiveness of $420,418. On May 8,
1998, the Partnership recorded a gain on the sale of Glasshouse Square Shopping
Center of $198,610.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
At December 31, 1998, the Partnership held cash and cash equivalents of $192,968
of which $21,939 were tenant security deposits. Cash and cash equivalents at
the end of 1998 increased by approximately $56,372 as compared to the balance
held at December 31, 1997. Cash flow from operations in 1998 was $492,989.
Positive cash flow from investing activities in 1998 was $694,130. Negative
cash flow from financing activities in 1998 was $1,130,747.
The mortgage payable on the Washington Towne Apartments matured in June 1995.
In September 1995, the Partnership obtained a mortgage loan payable in the
amount of $1,750,000 from a new lender. In order to preserve the Partnership's
ownership interest in the Washington Towne Apartments and in order to satisfy
the new lender's structural requirements with respect to the refinancing of the
mortgage note payable, the Partnership contributed the property on September 13,
1995 to an affiliated entity, Washington Towne Apartments, LLC, a Georgia
limited liability company. The Partnership is the owner of all the capital
stock of Washington Towne, Inc. The Partnership is the 99% member and
Washington Towne, Inc. is the 1% managing member of Washington Towne Apartments,
LLC. Therefore, the Partnership effectively retained a 100% interest in the
property. In connection with the contribution of the property to Washington
Towne Apartments, LLC, the lender provided sufficient funds to satisfy the
matured loan obligation and to provide for certain property improvements.
Property improvements were completed prior to the end of the first quarter 1996
and have significantly enhanced the value of the property.
With its present cash reserves, the General Partner expects that the Partnership
will have sufficient cash to meet its commitments. However, should present cash
resources be insufficient for current needs, the Partnership has no non-
restrictive existing lines of credit, and thus would require other sources of
working capital, such as support from affiliates or sale of Partnership
property. Neither the General Partner and its affiliates nor Hampton and its
affiliates or assigns have any obligation to provide financial support to the
Partnership and there is no assurance that the sale of any property can be timed
to coincide with the Partnership's needs.
9
<PAGE>
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------- --------------------------------------------------------
<TABLE>
<CAPTION>
Page
Number
------
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------
<S> <C>
Consolidated Financial Statements:
Independent Auditors' Report, December 31, 1998, 1997, and 1996...... F1
Consolidated Balance Sheets at December 31, 1998 and 1997............ F2
Consolidated Statements of Operations for the Three Years Ended
December 31, 1998................................................. F3
Consolidated Statement of Partners' Equity (Deficit) for the Three
Years Ended December 31, 1998..................................... F4
Consolidated Statements of Cash Flows for the Three Years Ended
December 31, 1998................................................. F5
Notes to Consolidated Financial Statements........................... F7
Consolidated Financial Statement Schedules:
For the Three Years Ended December 31, 1998:
Schedule II - Valuation and Qualifying Accounts................... F15
Schedule III - Real Estate Investments and Accumulated
Depreciation and Amortization.................................... F16
Schedule IV - Mortgage Loans on Real Estate....................... F18
</TABLE>
10
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
University Real Estate Partnership V:
We have audited the accompanying consolidated balance sheets of University Real
Estate Partnership V as of December 31, 1998 and 1997, and the related
consolidated statements of operations, partners' equity (deficit) and cash flows
for the years ended December 31, 1998, 1997, and 1996. These consolidated
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Subsequent to December 31, 1998 the Partnership sold the remaining real estate
investment; Washington Towne Apartments. The proceeds from this sale will
benefit the Partnership by entering into a tax-free exchange for a similar
property. There can be no assurances, however, as to the ultimate completion of
the exchange or the benefits which will be available to the Partnership.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of University Real
Estate Partnership V as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years ended December 31, 1998, 1997 and
1996 in conformity with generally accepted accounting principles.
In connection with our audits of the consolidated financial statements referred
to above, we audited the financial schedules listed under item 14(a)(2). In our
opinion, these financial schedules, when considered in relation to the
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information stated therein.
/s/ Wallace Sanders & Company
WALLACE SANDERS & COMPANY
Dallas, Texas
April 13, 1999
F1
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31,
--------------------------
ASSETS 1998 1997
- ------ ----------- ------------
<S> <C> <C>
Real estate investments
Land $ 524,145 $ 5,255,247
Buildings and improvements 2,063,933 14,261,080
---------- -----------
2,588,078 19,516,327
Less: Accumulated depreciation and
amortization (875,241) (8,565,066)
---------- -----------
1,712,837 10,951,261
---------- -----------
Note receivable, net - 250,000
---------- -----------
Cash and cash equivalents (including $21,939 and $18,985
for security deposits at December 31, 1998 and 1997,
respectively) 192,968 136,596
Accounts receivable, net of allowance for doubtful accounts
of $0 and $107,044 at December 31, 1998 and 1997, respectively 16,660 40,826
Deferred borrowing costs, net of accumulated amortization
of $49,992 and $139,586 at December 31, 1998 and 1997, respectively 101,695 206,755
Prepaid expenses and other assets 111,819 663,512
---------- -----------
$2,135,979 $12,248,950
========== ===========
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)
- ------------------------------------------
Mortgage notes payable $1,677,715 $10,680,255
Accrued mortgage interest 12,403 254,478
Accrued property taxes 3,174 127,951
Accounts payable and accrued expenses 130,014 105,782
Subordinated real estate commissions 549,218 549,218
Security deposits 22,964 23,726
---------- -----------
2,395,488 11,741,410
---------- -----------
Partners' equity (deficit):
Limited Partners - 50,000 Units authorized;
34,275 and 34,301 Units issued and outstanding at December 31,
1998 and 1997, respectively, (17,723 And 17,733 Income
Units at December 31, 1998 and 1997 and 16,552 and 16,568
Growth/Shelter Units at December 31, 1998 and 1997) 283,643 1,053,768
General Partner (543,152) (546,228)
---------- -----------
(259,509) 507,540
---------- -----------
$2,135,979 $12,248,950
========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F2
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Years Ended December 31,
---------------------------------------
1998 1997 1996
----------- ----------- -----------
<S> <C> <C> <C>
Revenues:
Rental income $1,551,668 $2,390,773 $2,087,301
Interest 45,915 32,335 32,797
Other income 160,427 84,723 28,057
---------- ---------- ----------
Total revenues 1,758,010 2,507,831 2,148,155
---------- ---------- ----------
Expenses:
Interest 542,586 1,052,586 1,058,343
Depreciation and amortization 317,679 588,124 544,080
Property taxes 118,876 124,201 98,675
Other property operations 651,289 688,520 809,620
Provision for doubtful accounts 43,163 38,741 72,820
Property management fees - affiliates 78,074 110,639 93,112
General and administrative 197,727 85,848 150,593
General and administrative - affiliates 120,000 197,593 236,246
---------- ---------- ----------
Total expenses 2,069,394 2,886,252 3,063,489
---------- ---------- ----------
Net operating loss (311,384) (378,421) (915,334)
---------- ---------- ----------
Gain on sale of real estate 198,610
---------- ---------- ----------
Loss before extraordinary item (112,774) (378,421) (915,334)
Extraordinary item - gain on debt forgiveness 420,418 - -
---------- ---------- ----------
Net income (loss) $ 307,644 $ (378,421) $ (915,334)
========== ========== ==========
Net income (loss) allocable to General Partner $ 3,076 $ (3,784) $ (9,153)
Net income (loss) allocable to Limited Partners $ 304,568 $ (374,637) $ (906,181)
---------- ---------- ----------
Net income (loss) $ 307,644 $ (378,421) $ (915,334)
========== ========== ==========
Net income (loss) per Limited Partnership Unit:
Loss before extraordinary item $(3.26) $(10.92) $(26.42)
Extraordinary item 12.15 - -
---------- ---------- ----------
Net income (loss) $8.89 $(10.92) $(26.42)
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F3
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
<TABLE>
<CAPTION>
Total
Partners'
General Limited Equity
Partner Partners (Deficit)
---------- ------------ ------------
<S> <C> <C> <C>
Balance at December 31, 1995 $(533,291) $ 2,334,586 $ 1,801,295
Net loss (9,153) (906,181) (915,334)
--------- ----------- -----------
Balance at December 31, 1996 (542,444) 1,428,405 885,961
Net loss (3,784) (374,637) (378,421)
--------- ----------- -----------
Balance at December 31, 1997 (546,228) 1,053,768 507,540
Distributions - (1,074,693) (1,074,693)
Net income 3,076 304,568 307,644
--------- ----------- -----------
Balance at December 31, 1998 $(543,152) $ 283,643 $ (259,509)
========= =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F4
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended December 31,
----------------------------------------
1998 1997 1996
------------ ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Cash received from tenants $ 1,589,643 $2,374,358 $2,027,060
Cash paid to suppliers (945,805) (1,295,125) (1,339,645)
Interest received 45,914 29,710 32,797
Interest paid (492,360) (943,111) (943,603)
Property taxes paid (54,403) (42,006) (151,747)
Property tax refund - 44,910 23,557
Proceeds from note receivable 350,000 - -
----------- ---------- ----------
Net cash provided by (used
in) operating activities 492,989 168,736 (351,581)
----------- ---------- ----------
Cash flows from investing activities:
Additions to real estate investments (84,641) (98,858) (251,727)
Net cash received as a result of sale
of real estate 240,513 - -
Proceeds from purchasers note receivable 538,258 - 4141
----------- ---------- ----------
Net cash provided by (used
in) investing activities 694,130 (98,858) (247,586)
----------- ---------- ----------
Cash flows from financing activities:
Principal payments on mortgage
note payable (56,058) (109,160) (105,978)
Advances from line of credit - - 220,461
Distributions (1,074,689) - -
----------- ---------- ----------
Net cash (used in) provided
by financing activities (1,130,747) (109,160) 114,483
----------- ---------- ----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 56,372 (39,282) (484,684)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF YEAR 136,596 175,878 660,562
----------- ---------- ----------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 192,968 $ 136,596 $ 175,878
=========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F5
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
CONSOLIDATED STATEMENTS OF CASH FLOWS
Reconciliation of Net Income (Loss) to Net Cash
Provided by (Used in) Operating Activities
<TABLE>
<CAPTION>
For the Years Ended December 31,
------------------------------------
1998 1997 1996
---------- ---------- ----------
<S> <C> <C> <C>
Net income (loss) $ 307,644 $(378,421) $(915,334)
--------- --------- ---------
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 317,679 588,124 544,080
Gain on sale of real estate (198,610) - -
Extraordinary gain on debt forgiveness (420,418) - -
Amortization of deferred borrowing
costs 21,883 28,152 28,152
Non-cash expenses on sale of
Glasshouse Square 157,678 - -
Gain on sale of equipment - - (915)
Changes in assets and liabilities:
Accounts receivable (15,392) (19,738) 33,828
Prepaid expenses and other assets (48,503) (115,543) (96,072)
Notes receivable 250,000 - -
Accounts payable and accrued expenses 24,232 (96,982) 45,997
Accrued mortgage interest 28,343 81,322 86,588
Accrued property taxes 64,473 82,195 (53,072)
Security deposits 3,980 (373) (24,833)
--------- --------- ---------
Total adjustments 185,345 547,157 563,753
--------- --------- ---------
Net cash provided by (used in)
operating activities $ 492,989 $ 168,736 $(351,581)
========= ========= =========
</TABLE>
See accompanying notes to consolidated financial statements.
F6
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- --------------------------------------------------------------------
Organization
- ------------
University Real Estate Partnership V (the "Partnership") was organized in 1977,
as a limited partnership under the provisions of the California Uniform Limited
Partnership Act as then in effect. The general partner of the Partnership is
University Advisory Company ("UAC" or the "General Partner"), a California
general partnership. Southmark Commercial Management, Inc. ("SCM"), and
Southmark Investors, Inc. ("SII"), both wholly-owned subsidiaries of Southmark
Corporation ("Southmark"), were the two general partners of UAC through December
15, 1996. On December 15, 1996, OS General Partner Company ("OSGPC"), a Texas
corporation and OS Holdings, Inc. ("OS"), a Texas corporation acquired the
interests held in UAC by SCM and SII. The Partnership was formed to acquire,
operate and ultimately dispose of a diversified portfolio of income-producing
property.
Principles of Consolidation
- ---------------------------
On September 13, 1995, the Partnership contributed the Washington Towne
Apartments to an affiliated entity, Washington Towne Apartments, LLC, a Georgia
limited liability company. The Partnership is the 99% member and Washington
Towne, Inc. is the 1% managing member of Washington Towne Apartments, LLC. The
Partnership is the owner of all the capital stock of Washington Towne, Inc.
Therefore, the Partnership effectively retained a 100% interest in the
Washington Towne Apartments.
The consolidated financial statements include the accounts of the Partnership,
Washington Towne Apartments, LLC, and Washington Towne, Inc.
Real Estate Investments
- -----------------------
Real estate investments and improvements are generally stated at cost except in
cases where it has been determined that the property has sustained an impairment
in value. At such time, a provision for loss is recorded to reduce the basis of
the property to its net realizable value. Improvements are capitalized and
repairs and maintenance are charged to operations as incurred.
Depreciation
- ------------
Buildings and improvements are depreciated using the straight-line method over 5
to 30 years. Tenant improvements were amortized over the terms of the related
tenant lease using the straight-line method.
Cash and Cash Equivalents
- -------------------------
The Partnership considers all highly liquid investments with initial maturities
of three months or less to be cash equivalents.
Deferred Borrowing Costs
- ------------------------
Loan fees for long-term financing of real property are capitalized and are
amortized over the terms of the related mortgage note payable using the
straight-line method. Amortization of deferred borrowing costs is included in
interest expense in the Consolidated Statements of Operations.
F7
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- --------------------------------------------------------------------------------
Rental Revenues
- ---------------
The Partnership leases its residential property under short-term operating
leases. Lease terms generally are less than one year in duration. Rental
income is recognized as earned. The Partnership leased its commercial property
under non-cancelable operating leases that expired over the next 10 years. Some
leases provided concessions and periods of escalating or free rent. Rental
income was recognized on a straight-line basis over the life of the lease. The
excess of the rental income recognized over the contractual rental payments due
was recorded as accrued rent receivable and is included in prepaid expenses and
other assets in the accompanying consolidated balance sheets.
Notes Receivable
- ----------------
Notes receivable were recorded at their original basis, net of any allowance for
uncollectible amounts. Interest income was recognized as it was earned.
Income Taxes
- ------------
The Partnership is not a tax paying entity, and accordingly no provision has
been recorded for Federal or state income tax purposes. The partners are
individually responsible for reporting their share of the Partnership's taxable
income or loss on their income tax returns. In the event of an examination of
the Partnership's tax return by the Internal Revenue Service, the tax liability
of the partners could be changed if an adjustment in the Partnership's income or
loss is ultimately sustained by the taxing authorities.
Certain transactions of the Partnership may be subject to accounting methods for
income tax purposes that differ from the accounting methods used in preparing
these consolidated financial statements in accordance with generally accepted
accounting principles. Accordingly, the net income or loss of the Partnership
and the resulting balances in the partners' capital accounts reported for income
tax purposes may differ from the balances reported for those same items in these
consolidated financial statements.
Use of Estimates
- ----------------
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Financial Instruments
- ---------------------
The Partnership's carrying values for financial instruments approximate their
fair values.
F8
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
- --------------------------------------------------------------------------------
Allocation of Net Income and Net Loss
- -------------------------------------
The Partnership Agreement provides for net income of the Partnership for both
consolidated financial statements and income tax reporting purposes to be
allocated 99% to the Limited Partners and 1% to the General Partner. Net income
allocated to the Limited Partners shall be allocated first to the Limited
Partners holding Growth/Shelter Units in the same ratio and manner that losses
were charged to these Limited Partners and up to amounts equal to such
previously charged losses and then to all of the Limited Partners in the same
ratio that distributions from all sources, other than proceeds from the sale of
Limited Partnership units, have been allocated.
The Partnership Agreement provides for net losses of the Partnership for both
financial statement and income tax reporting purposes to be allocated 1% to the
General Partner and 99% to the Growth/Shelter Unit holders.
Net Loss Per Limited Partnership Unit
- -------------------------------------
Net loss per Limited Partnership Unit is computed by dividing net loss allocated
to the Limited Partners by the weighted average number of Limited Partnership
Units outstanding during the year. Per unit information has been computed based
on 34,275 Limited Partnership Units outstanding in 1998 and 34,301 Limited
Partnership Units outstanding in 1997 and 34,453 Limited Partnership Units
outstanding in 1996.
Distributions
- -------------
Distributions to the Partners are made at the discretion of the General Partner
and are subject to payment of expenses of the Partnership, including debt
service, and maintenance of reserves. Distributions to the Partners are paid
from operations of the Partnership's properties, from sales or refinancing of
properties, or from other sources, if any.
NOTE 2 - TRANSACTIONS WITH AFFILIATES
- -------------------------------------
Under the Partnership Agreement, the General Partner or an affiliate is entitled
to a subordinated real estate commission upon the sale of Partnership
properties. Payment of the commission is subordinated to distributions to the
Limited Partners of original invested capital plus a 9% per annum cumulative
return. Subordinated real estate commissions payable totaled $549,218 at
December 31, 1998 and 1997.
Compensation and reimbursements paid to or accrued for the benefit of OSGPC and
affiliates for the years ending December 31:
<TABLE>
<CAPTION>
1998 1997 1996
-------- -------- --------
<S> <C> <C> <C>
Asset management fee $ 78,074 $110,639 $ 86,259
Charged to general and administrative expense:
Partnership and Financial administration,
data processing, accounting and tax
reporting, and investor relations 120,000 197,593 149,987
-------- -------- --------
Total compensation and reimbursements $198,074 $308,232 $236,246
======== ======== ========
</TABLE>
F9
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 2 - TRANSACTIONS WITH AFFILIATES (CONTINUED)
- -------------------------------------------------
The Partnership had previously entered into a Debt Workout Consulting Agreement
with Meridian Realty Advisors, Inc., an affiliate of the General Partner to
assist the Partnership in its ongoing efforts to negotiate debt relief from its
lenders and assist in the marketing and sale of the Partnership's properties.
The Partnership paid $216,800 to the affiliate pursuant to such agreement
related to the sale of the Glasshouse Square Shopping Center on May 8, 1998.
This amount reduced the gain on sale of real estate in the accompanying
consolidated statements of operations.
NOTE 3 - REAL ESTATE INVESTMENTS
- --------------------------------
The cost and accumulated depreciation and amortization of the Partnership's real
estate investments held at December 31, 1998 and 1997, is set forth in the
following tables:
<TABLE>
<CAPTION>
Buildings and Accumulated
1998 Land Improvements Depreciation Total
---- ------------- ------------ ------------- --------------
<S> <C> <C> <C> <C>
Washington Town
Apartments $ 524,145 $ 2,063,933 $ (875,241) $ 1,712,837
============= ============= ============== =============
<CAPTION>
Buildings and Accumulated
1997 Land Improvements Depreciation Total
---- ------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
Glasshouse Square
Shopping Center $ 4,731,102 $ 12,281,786 $ (7,869,983) $ 9,142,905
Washington Towne
Apartments 524,145 1,979,294 (695,083) 1,808,356
------------- ------------- -------------- ------------
$ 5,255,247 $ 14,261,080 $ (8,565,066) $ 10,951,261
============= ============= ============== =============
</TABLE>
NOTE 4 - NOTES RECEIVABLE
- -------------------------
On July 20, 1995, the Partnership sold one of its real estate investments, the
Bank of San Pedro Office Building, for $1,350,000. The Partnership received, as
partial consideration from the sale, a note receivable for $350,000, bearing
interest at 9% per annum with interest only payments due monthly, secured by a
second lien deed of trust on the Bank of San Pedro Office Building, maturing on
July 20, 1998. On March 30, 1996, the borrower on the note receivable ceased
making regularly scheduled debt payments constituting an event of default. The
borrower cured the default situation; however, a provision for loss in the
amount of $100,000 was recorded in 1995 in the event of any future
complications. The note receivable balance of $350,000 was paid on July
20,1998.
On May 8, 1998, the Glasshouse Square Shopping Center was sold. The Partnership
provided short-term financing, in the form of a note receivable, to the
purchaser (a third-party) in the amount of $538,258. This note receivable bore
interest at 8% per annum with interest only payments due monthly, secured by a
deed of trust on the Glasshouse Square property and maturing on March 1, 1999.
On November 27, 1998, the note receivable was paid by the purchaser.
F10
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - MORTGAGE NOTES PAYABLE
-------------------------------
The following is a summary of mortgage notes payable.
<TABLE>
<CAPTION>
December 31,
--------------------------
1998 1997
----------- -----------
<S> <C> <C>
Mortgage payable bearing interest at 8.625%, secured by Washington Towne
Apartments, payable in monthly installments of principal and interest of
$14,239; maturing October 2005. $1,677,715 $ 1,702,700
Mortgage payable bearing interest at 9.5% secured by a first lien deed of trust
on Glasshouse Square Shopping Center, payable in varying monthly installments of
principal and interest; maturing December 2004. In March 1995, the mortgage
payable was modified. The modification bears an interest rate of 9.5%, payable
in monthly principal and interest payments beginning April 1995 based on a 25
year amortization, maturing December 2000. An additional advance note payable
was obtained in March 1995, bearing interest at 9.5%, also secured by the same
first lien deed of trust on Glasshouse Square Shopping Center, payable in
monthly principal and interest payments beginning April 1995 based on a 25
year amortization maturing December 2000. On May 8, 1998, the Glasshouse
Square Shopping Center was sold and subsequently the mortgage was paid in
full. - 7,485,124
Mortgage payable bearing interest at 11% secured by a second lien deed of trust
on Glasshouse Square Shopping Center, payable in varying monthly installments of
interest from October 1993 to September 1994; then, monthly installments of
principal and interest; maturing September 2008. In March 1995, the mortgage
payable was modified. The modification bore an interest rate of 11%, payable in
monthly interest only installments of $6,595, maturing December 2000. On May 8,
1998, the Glasshouse Square Shopping Center was sold and subsequently the
mortgage was paid in full. - 1,492,431
---------- -----------
$1,677,715 $10,680,255
========== ===========
</TABLE>
F11
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - MORTGAGE NOTES PAYABLE (CONTINUED)
- -------------------------------------------
Scheduled principal maturities of the mortgage note under existing terms are as
follows at December 31, 1998:
<TABLE>
<CAPTION>
<S> <C>
1999 $ 27,227
2000 29,670
2001 32,333
2002 35,235
2003 38,397
Thereafter 1,514,853
----------
Total $1,677,715
==========
</TABLE>
NOTE 6 - DISTRIBUTIONS
- ----------------------
Distributions of cash from operations, to the extent deemed available by the
General Partner for distribution, are allocated 92% to the Limited Partners and
8% to the General Partner, and are made in the following order:
(a) First to the holders of Income Units until they receive a return of 9% per
annum cumulative on their adjusted capital investment; then,
(b) to the holders of Growth/Shelter Units until they receive a non-cumulative
return for the year of distribution equal to 5% per annum
(c) on their adjusted capital investment; then,
(d) to all the Limited Partners based on number of Units held.
Distributions of cash from other sources, including sales and refinancing and
cash reserves, are made in the following order:
(a) First, 99% to the Limited Partners and 1% to the General Partner until the
Limited Partners have received a return of their aggregate capital
investment plus a 9% per annum cumulative return on their adjusted capital
investment. In this regard, distributions to the Limited Partners are
allocated first to holders of Income Units until they have received their
entire capital investment and their 9% return. Holders of Growth/Shelter
Units then receive return of their entire capital investment and their 9%
return. Further distributions to the Limited Partners under this section
are allocated generally 20% to holders of Income Units and 80% to holders
of Growth/Shelter Units. Distributions then continue;
(b) to the General Partner until the General Partner has received 12% of all
distributions from other sources; then,
(c) 12% to the General Partner and 88% to all the Limited Partners.
During 1998, distributions were made by the Partnership and totaled $1,074,693.
During 1997 and 1996, no distributions were made by the Partnership.
F12
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 7 - SALE OF GLASSHOUSE SQUARE SHOPPING CENTER
- ---------------------------------------------------
On May 8, 1998 the partnership sold the Glasshouse Square Shopping Center to a
third party for $10,600,000. The transaction was recorded as follows:
<TABLE>
<CAPTION>
<S> <C>
Net cash received $ 240,513
Real estate investment (9,018,637)
Note receivable 538,258
Other assets, liabilities and expenses (358,009)
Mortgage notes 8,796,485
-----------
Gain $ 198,610
===========
</TABLE>
In addition, the Partnership obtained forgiveness of debt in the amount of
$420,418.
A portion of this transaction was accounted for as a non-cash transaction in the
accompanying consolidated statements of cash flows.
NOTE 8 - SUBSEQUENT EVENT
- -------------------------
On April 1, 1999, the Partnership sold Washington Towne Apartments to a third
party for $4,100,000.
NOTE 9 - PROFORMA INFORMATION
- -----------------------------
Unaudited pro forma balance sheet information as of December 31, 1998 has been
prepared to reflect the financial condition of the Partnership as if the sale of
the Washington Towne Apartments had occurred on December 31, 1998.
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
----------- ------------ ----------
<S> <C> <C> <C> <C>
Real estate investments $1,712,837 $(1,712,837) (A) $ -
Cash and cash equivalents 192,968 1,914,994 (B) 2,107,962
Accounts receivable 16,660 (16,660) (A) -
Deferred borrowing costs 101,695 (101,695) (A) -
Prepaid expenses and other assets 111,819 (111,819) (A) -
---------- ----------- ----------
$2,135,979 $ (28,017) $2,107,962
========== =========== ==========
Mortgage notes payable $1,677,715 $(1,677,715) (A) $ -
Accrued mortgage interest 12,403 (12,403) (A) -
Accrued property taxes 3,174 (3,174) (A) -
Accounts payable and accrued expenses 130,014 (130,014) (A) -
Subordinated real estate commissions 549,218 - 549,218
Security deposits 22,964 (22,964) (A) -
Partners' equity (deficit) (259,509) 1,818,253 (A) 1,558,744
---------- ----------- ----------
$2,135,979 $ (28,017) $2,107,962
========== ========== ==========
</TABLE>
F13
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
NOTE 9 - PROFORMA INFORMATION (CONTINUED)
- -----------------------------------------
Unaudited pro forma information for the year ended December 31, 1998 has been
prepared to reflect the results of the operations as if the sale of the
Washington Towne Apartments had occurred on January 1, 1998. The results are
not necessarily indicative of the results which would have occurred had these
transactions been consummated at the beginning of 1998 or of future results of
operations of the Partnership.
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
----------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues: $1,551,668 $(1,009,265) (C) $ 542,403
Rental income 45,915 - 45,915
Interest 160,427 - 160,427
---------- ----------- ----------
Other income
1,758,010 (1,009,265) 748,745
---------- ----------- ----------
Expenses:
Interest 542,586 (145,885) (C) 396,701
Depreciation and amortization 317,679 (177,935) (C) 139,744
Property taxes 118,876 (49,308) (C) 69,568
Operating expenses 788,871 (708,794) (C) 80,077
General and administrative 301,382 - 301,382
---------- ----------- ----------
2,069,394 (1,081,922) 987,472
---------- ----------- ----------
Net operating loss (311,384) 72,657 (238,727)
Gain on sale of real estate 198,610 1,818,714 (C) 2,017,324
---------- ----------- ----------
Income (Loss) before extraordinary item (112,774) 1,891,371 1,778,597
Extraordinary item - gain on debt forgiveness 420,418 - 420,418
---------- ----------- ----------
Net income $ 307,644 $ 1,891,371 $2,199,015
========== =========== ==========
Net income per Limited Partnership Unit $ 8.89 $ 54.63 $ 63.52
========== =========== ==========
</TABLE>
Pro forma Adjustments
---------------------
(A) To record the effect of the sale of Washington Towne Apartments
including (1) a reduction in real estate investments and payoff of
underlying mortgage note payable and (2) reductions in accounts
receivable deferred borrowing costs, prepaid expenses and other
assets, accounts payable and other liabilities resulting from the
disposition of the real estate investment.
(B) To record the cash proceeds from the sale of Washington Towne
Apartments.
(C) To remove the revenues and expenses related to Washington Towne
Apartments rental operations and record the gain on the sale.
F14
<PAGE>
SCHEDULE II
UNIVERSITY REAL ESTATE PARTNERSHIP V
VALUATION AND QUALIFYING ACCOUNTS
December 31, 1998
<TABLE>
<CAPTION>
Additions
-----------------------
Balance at Charged to Charged to Balance at
Beginning Costs and Other End of
Description of Period Expenses Accounts Deductions Period
- ----------- ---------- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C>
1998
----
Allowance for Doubtful Accounts $107,044 $ - $ - $(107,044) $ -
Allowance for Note Receivable $100,000 - - (100,000) -
1997
----
Allowance for Doubtful Accounts $107,044 - - - 107,044
Allowance for Note Receivable $100,000 - - - 100,000
1996
----
Allowance for Doubtful Accounts $107,044 - - - 107,044
Allowance for Note Receivable $100,000 - - - 100,000
</TABLE>
F15
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION
December 31, 1998
<TABLE>
<CAPTION>
Gross Amount at
Initial Costs Costs Which Carried at Close of Period Accumulated
----------------------- Capitalized ------------------------------------ Depreciation
Related Building and Subesequent to Builiding and and
Description Encumbrances Land Improvements Acquisition Land Improvements Total(s) Amortization
- ------------ --------------- ------------ ------------ -------------- -------- ------------ ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Washington Towne
Apartments
Atlanta, GA $1,677,715 $524,145 $931,812 $1,132,121 $524,145 $2,063,933 $2,588,078 $ (875,241)
========== ======== ======== ========== ======== ========== ========== ==========
<CAPTION>
Date of Date Depreciable
Description Construction Acquired lives (years)
- ------------ ------------ -------- ------------
<S> <C> <C> <C>
Washington Towne 1971 07/91 3-25
Apartments
Atlanta, GA
</TABLE>
F16
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
Real Estate Investments and Accumulated Depreciation and Amortization
Note to Schedule III
Changes in real estate investments and accumulated depreciation and amortization
are as follows:
<TABLE>
<CAPTION>
For the years ended December 31,
------------------------------------------
1998 1997 1996
------------- ----------- ------------
<S> <C> <C> <C>
Real estate:
- ------------
Balance at beginning of year $ 19,516,327 $19,417,469 $19,184,420
Acquisitions - - -
Improvements 84,639 98,858 251,727
Dispositions (17,012,888) - (18,678)
------------ ----------- -----------
Balance at end of year $ 2,588,078 $19,516,327 $19,417,469
============ =========== ===========
<CAPTION>
Accumulated depreciation and amortization:
- ------------------------------------------
<S> <C> <C> <C>
Balance at beginning of year $ 8,565,066 $8,019,204 $7,510,725
Depreciation and amortization 304,426 545,862 523,933
Dispositions (7,994,251) - (15,454)
----------- ---------- ----------
Balance at end of year $ 875,241 $8,565,066 $8,019,204
=========== ========== ==========
</TABLE>
F17
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
MORTGAGE LOANS ON REAL ESTATE
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Principal Amount
Final Periodic Face Carrying of Loans Subject
Maturity Payment Prior Amount of Amount of to Delinquent
Description Interest Rate Date Terms Liens Mortgage Mortgage Principal or Interest
----------- -------------- ------- ---------- ---------- ----------- ---------- ---------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Mortgage payable on 8.625% October (1) None $1,750,000 $1,677,715 None
Washington Towne 2005
Apartments, secured by
a first lien deed of trust
</TABLE>
(1) Monthly installments of principal and interest of $14,239
F18
<PAGE>
PART III
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------- ---------------------------------------------------------------
FINANCIAL DISCLOSURE
---------------------
None.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------- --------------------------------------------------
The Partnership does not have officers or directors. University Advisory
Company is the General Partner of the Partnership. OS General Partner Company
and OS Holdings, Inc., are the two general partners of UAC. The executive
officer and director of the General Partner who controls the affairs of the
Partnership is as follows:
<TABLE>
<CAPTION>
Other Principal Occupations and Other
Name and Position Age Directorships During the Past 5 Years
----------------- --- -------------------------------------
<S> <C> <C>
Curtis R. 39 From 1991 to the present, Mr. Boisfontaine has served as Chief
Boisfontaine, Jr., Executive Officer of Hampton Real Estate Group and as President of
President and Meridian Capital Corporation. OSGPC was formed in 1995 and Mr.
Chairman of the Boisfontaine is the majority shareholder, President and sole director
Board of Directors of OSGPC.
of OS General
Partner Company
David K. Ronck, 39 From 1995 to the present, Mr. Ronck has served as Vice
Vice President and President-Chief Financial Officer and President of Meridian Realty
Chief Financial Advisors, Inc. Prior to that time, Mr. Ronck served as President of
Officer of OS ConCap Equities, Inc., the General Partner of fifteen public limited
General Partner partnerships. He is Vice President and Chief Financial Officer for
Company OSGPC.
</TABLE>
ITEM 11. EXECUTIVE COMPENSATION
- -------- ----------------------
No individual principal or principals as a group received over $60,000 in direct
remuneration from the Registrant.
The General Partner is not compensated directly for services rendered to the
Partnership. Certain officers and directors of the General Partner and Hampton
receive compensation from the General Partner or Hampton and/or their affiliates
(but not from the Registrant) for services performed for various affiliated
entities which may include services performed for the Registrant. See "Item 13
- - Certain Relationships and Related Transactions" and Note 2 to the financial
statements appearing in Item 8.
11
<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------- --------------------------------------------------------------
(A) Security Ownership of certain beneficial owners.
No individual or group as defined by Section 13(d)(3) of the Securities
Exchange Act of 1934, known to the Registrant is the beneficial owner of
more than 5 percent of the Registrant's securities.
(B) Security ownership of management.
Neither the General Partner nor any of its officers or directors owns any
Limited Partnership Units.
The General Partner is entitled to distributions of cash from operations
and from other sources (primarily from the sale or refinancing of
Partnership properties and the reserve account) as set forth in Item 8 -
"Note 6 -Distributions."
(C) Change in Control.
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------- ----------------------------------------------
Beginning December 14, 1992, Property Management and Portfolio Services
Agreements were entered into with Hampton UREF and the Partnership began paying
property management fees, through a subcontract agreement with Hampton UREF, to
Hampton and began reimbursing Hampton for its costs of administering the
Partnership's affairs. Beginning April 20, 1994, the Partnership began paying
property management fees to Insignia, through a Property Management Subcontract
Agreement with Hampton UREF and later the Partnership directly. On December 30,
1994 an Assignment and Assumption of Portfolio Services Agreement was entered
into between Hampton UREF and JKD whereby the Partnership began reimbursing JKD
(now Meridian Realty Advisors, Inc. ("MRA") for its costs of administering the
Partnership's affairs.
Compensation or reimbursements paid to or accrued for the benefit of Hampton and
affiliates and Insignia during 1998 are as follows:
<TABLE>
<CAPTION>
MRA Insignia
-------- --------
<S> <C> <C>
Property management fees $ - $78,074
Charged to general and administrative expense:
Partnership and financial administration,
data processing, accounting and tax
reporting, and investor relations 120,000 -
-------- -------
Total compensation and reimbursements $120,000 $78,074
======== =======
</TABLE>
In addition, the Partnership paid MRA a debt work-out consulting fee of $216,800
in May 1998 in connection with negotiating the debt relief relating to the
Glasshouse sale.
PART IV
ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON
- ------- ----------------------------------------------------------------------
FORM 8-K
--------
(a)(1) Consolidated Financial Statements
Consolidated financial statements for University Real Estate Partnership
V, listed in the Index to the Consolidated Financial Statements and
Supplementary Data on page 10, are filed as part of this Annual Report.
12
<PAGE>
(a)(2) Consolidated Financial Statement Schedules
Consolidated Financial Statement Supplementary Data for University Real
Estate Partnership V, listed in the Index to the Consolidated Financial
Statements and Supplementary Data on page 10, are filed as part of this
Annual Report.
(a)(3) Index to Exhibits....................................................13
(b) Reports on Form 8-K..................................................16
(a)(3) The following documents are filed as part of this report and is an index
to the exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
3.1 Limited Partnership Agreement (Incorporated by reference to
Registration Statement No. 2-74914 on Form S-11 filed by
Registrant).
3.2i Articles of Incorporation of Washington Towne, Inc. executed on
August 9, 1995. (6)
3.2ii Washington Towne, Inc. Bylaws. (6)
3.3i Articles of Organization of Washington Towne Apartments, L.L.C.
executed on August 9, 1995. (6)
3.3ii Operating Agreement of Washington Towne Apartments, L.L.C.
entered into and effective August 9, 1995 by and between
Washington Towne, Inc., a Georgia corporation and University
Real Estate Partnership V, a California limited partnership. (6)
4. Limited Partnership Agreement (Incorporated by reference to
Registration Statement No. 2-74914 on Form S-11 filed by
Registrant).
4.1 Trust Indenture Agreement (Incorporated by reference to Exhibit
4.1 to Registration Statement 2-74914 on Form S-11 filed by
Registrant).
10.1 Asset Purchase Agreement among Southmark Corporation and its
affiliates and SHL Acquisition Corp. III dated March 9, 1993. (2)
10.2 Asset Purchase Agreement among Southmark Corporation and its
affiliates and SHL Acquisition Corp. III dated March 9, 1993 as
amended by the First Amendment to Asset Purchase Agreement dated
April 22, 1993. Incorporated by reference to the Annual Report
of the Registrant on Form 10-K for the period ended December 31,
1992, as filed with the Securities and Exchange Commission on May
1, 1993.
10.3 Asset Purchase Agreement among Southmark Corporation and its
affiliates and SHL Corp. III dated March 9, 1993, as amended by
the Second Amendment to Asset Purchase Agreement dated December
14, 1993. (2)
10.4 University V Option Agreement entered into as of December 16,
1993, by and among University Advisory Company and Hampton Realty
Partners, L.P. and/or its Permitted Assigns. (3)
10.5 Portfolio Services Agreement between the Partnership and Hampton UREF
Management, Ltd. dated December 16, 1993 to be effective as of
December 14, 1992. (3)
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
10.6 Assignment of Rights of the Asset Purchase Agreement between SHL
Acquisition Corp. III and Hampton HCW, Hampton Realty Partners,
L.P., and Hampton UREF Management, Ltd. dated December 16, 1993.
(3)
10.7 Portfolio Service Subcontract between Hampton UREF Management,
Ltd. and IFGP Corporation dated April 20, 1994. (3)
10.8 Property Management Subcontract between Hampton UREF Management,
Ltd. and Insignia Management Group, L.P. dated April 20, 1994.
(3)
10.9 Purchase Agreement between Hampton Realty Partners, L.P. and
Insignia Financial Group, Inc. dated April 20, 1994. (3)
10.10 Note dated June 10, 1994 by and between University Real Estate
Partnership V, a California limited partnership, and Southmark
Corporation, a Georgia corporation, in the amount of $877,000.00.
(3)
10.11 Settlement Agreement between PDP Venture V, a California limited
partnership, and University Real Estate Partnership V, a
California limited partnership, dated June 20, 1994. (3)
10.12 Portfolio Services Subcontract Agreement between Hampton UREF
Management, Ltd. and IFGP Corporation dated April 20, 1994 as
amended July 31, 1994. (3)
10.13 Termination of Purchase Agreement between Hampton Realty
Partners, L.P. and Insignia Financial Group, Inc. dated August 8,
1994. (3)
10.14 Property Management Subcontract Agreement between Hampton UREF
Management, Ltd. and Insignia Management Group, L.P. dated April
20, 1994, as amended August 8, 1994. 3)
10.15 Termination of Property Management Agreement between Hampton UREF
Management, Ltd. and the Partnership dated August 8, 1994. (3)
10.16 Property Management Agreement between the Partnership and
Insignia Commercial Group, Inc. dated August 8, 1994. (3)
10.17 Termination of Property Management Subcontract Agreement between
Hampton UREF Management, Ltd. and Insignia Management Group, Ltd.
dated September 1, 1994. (3)
10.18 Assignment and Assumption of Portfolio Services Agreement between
Hampton UREF Management, Ltd. and JKD Financial Management, Inc.
dated December 30, 1994. (4)
10.19 Assignment and Assumption of Option Agreement between Hampton
Realty Partners, L.P. and JKD Financial Management, Inc. dated
December 30, 1994. (4)
10.20 Modification and/or Extnesion Agreement dated March 27, 1995 by
by and between Imperial Bank, a California banking corporation,
and University Real Estate Partnership V, a California limited
partnership. (5)
10.21 Disbursement Agreement and Deed of Trust dated March 27, 1995,
between Imperial Partnership Bank, a California banking
corporation, and University Real Estate Partnership V, a
California limited partnership for the additional line of credit
granted to the Partership in the amount of $400,000. (5)
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
----- -----------
<S> <C>
10.22 Forbearance Agreement dated March 27, 1995 by and between
University Real Estate Partnership V, a California limited
partnership and Imperial Bank, a California banking corporation.
(5)
10.23 Note dated March 31, 1995 by and between University Real Estate
Partnership V, a California limited partnership, and Imperial
Bank, a California banking corporation in the amount of $250,000.
(5)
10.24 Amended and Restated Forbearance Agreement entered into on April
28, 1995 by and between University Real Estate Partnership V, a
California limited partnership and Imperial Bank, a California
banking corporation. (5)
10.25 Promissory Note dated September 13, 1995 by and between Washington
Towne Apartments, L.L.C. and First Union National Bank of North
Carolina for the principal amount of $1,750,000. (6)
10.26 Deed to Secure Debt and Security Agreement dated September 13,
1995 by and between Washington Towne Apartments, L.L.C. and First
Union National Bank of North Carolina. (6)
10.27 Assignment of Leases and Rents dated September 13,
1995, by and between Washington Apartments, L.L.C.
and First Union Bank of North Carolina. (6)
10.28 Indemnity and Guaranty Agreement dated September 13, 1995 by and
between University Real Estate Partnership V and First Union
National Bank. (6)
11. Statement regarding computation of Net Loss per Limited
Partnership Unit: Net Loss per Limited Partnership Unit is
computed by dividing net loss allocated to the Limited Partners
by the number of Limited Partnership Units outstanding. Per unit
information has been computed based on 34,301, 34,353 and 34,453
Limited Partnership Units outstanding in 1996, 1995 and 1994,
respectively.
16. Letter dated July 18, 1995 from Price Waterhouse LLP with respect
to a change in certifying accountant. Incorporated by reference
to Form 8-K - Current Report for the period ending September 30,
1995, as filed with the Securities and Exchange Commission on
July 24, 1995.
</TABLE>
(2) Incorporated by reference to Annual Report of the Registrant on Form 10-K
for the period ended December 31, 1993, as filed with the Securities and
Exchange Commission on March 30, 1995.
(3) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ended September 30, 1994, as filed with the
Securities and Exchange Commission on October 6, 1995.
(4) Incorporated by reference to Annual Report of the Registrant on From 10-K
for the period ended December 31, 1994, as filed with the Securities and
Exchange Commission on October 10, 1995.
(5) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ending March 31, 1995, as filed with the Securities
and Exchange Commission on November 20, 1995.
(6) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ending September 30, 1995, as filed with the
Securities and Exchange Commission on May 23, 1996.
(7) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ended March 31, 1996, as filed with the Securities
and Exchange Commission on May 23, 1996.
15
<PAGE>
(8) Incorporated by reference to Annual Report of the Registrant on Form 10-K
for the period ended December 31, 1995, as filed with the Securities and
Exchange Commission on July 18, 1996.
(9) Incorporated by reference to Quarterly Report of the registrant on form
10-Q for the period ending June 30, 1996, as filed with the Securities
and Exchange Commission on July 31, 1996.
(10) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ended September 30, 1996, as filed with the
Securities and Exchange Commission on November 14, 1996.
(11) Incorporated by reference to Annual Report of the Registrant on Form 10-K
for the period ended December 31, 1996, as filed with the Securities and
Exchange Commission on April 16, 1997.
(12) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ended March 31, 1997, as filed with the Securities
and Exchange Commission on May 14, 1997.
(13) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ended June 30, 1997, as filed with the Securities and
Exchange Commission on August 14, 1997.
(14) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ended September 30, 1997, as filed with the
Securities and Exchange Commission on November 14, 1997.
(15) Incorporated by reference to Annual Report of the Registrant on Form 10-K
for the period ended December 31, 1997, as filed with the Securities and
Exchange Commission on April 1, 1998.
(16) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ended March 31, 1998, as filed with the Securities
and Exchange Commission on May 15, 1998.
(17) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ended June 30, 1998, as filed with the Securities and
Exchange Commission on September 23, 1998.
(18) Incorporated by reference to Quarterly Report of the Registrant on Form
10-Q for the period ended September 30, 1998, as filed with the
Securities and Exchange Commission on November 11, 1998.
(b) Reports on form 8-K. There is a form 8-K filed during the Quarter ended
December 31, 1998. It is filed at the same time as the 1998 10-K.
16
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) 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.
UNIVERSITY REAL ESTATE PARTNERSHIP V
By: UNIVERSITY ADVISORY COMPANY
General Partner
By: OS GENERAL PARTNER COMPANY
May 11, 1999 By: /s/ Curtis R. Boisfontaine, Jr.
------------------- -------------------------------
Date Curtis R. Boisfontaine, Jr.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
May 11, 1999 By: /s/ Curtis R. Boisfontaine, Jr.
- ---------------------- ---------------------------------------------
Date Curtis R. Boisfontaine, Jr. President,
Principal Executive Officer and Director OS
General Partner Company
May 11, 1999 By: /s/ David K. Ronck
- ---------------------- ---------------------------------------------
Date David K. Ronck Vice President and Chief
Accounting Officer OS General Partner Company
17
<PAGE>
UNIVERSITY REAL ESTATE PARTNERSHIP V
SIGNATURE PAGE
Pursuant to the requirements of Section 13 or 15(d) 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.
UNIVERSITY REAL ESTATE PARTNERSHIP V
By: UNIVERSITY ADVISORY COMPANY
General Partner
By: OS GENERAL PARTNER COMPANY
May 11, 1999 By: /s/ Curtis R. Boisfontaine, Jr.
- -------------------- -------------------------------
Date Curtis R. Boisfontaine, Jr.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
May 11, 1999 By: /s/ Curtis R. Boisfontaine, Jr.
- -------------------- ---------------------------------------------
Date Curtis R. Boisfontaine, Jr. President,
Principal Executive Officer and Director OS
General Partner Company
May 11, 1999 By: /s/ David K. Ronck
- -------------------- ---------------------------------------------
Date David K. Ronck Vice President and Chief
Accounting Officer OS General Partner Company
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 192,968
<SECURITIES> 0
<RECEIVABLES> 16,660
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 101,695
<PP&E> 111,819
<DEPRECIATION> (875,241)
<TOTAL-ASSETS> 2,135,979
<CURRENT-LIABILITIES> 168,555
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> (259,509)
<TOTAL-LIABILITY-AND-EQUITY> 2,135,979
<SALES> 1,551,668
<TOTAL-REVENUES> 1,956,620
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 1,526,808
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 542,586
<INCOME-PRETAX> (112,774)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 420,418
<CHANGES> 0
<NET-INCOME> 307,644
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
