WELLS REAL ESTATE FUND V L P
10-Q, 1996-08-13
REAL ESTATE
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q


(Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the quarterly period ended              June 30, 1996       or
                              ------------------------------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the transition period from __________________to________________

Commission file number                   0-21580
                       ---------------------------------

                        Wells Real Estate Fund V, L.P.
- -------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Georgia                                    58-1936904
- -------------------------------                   -------------------
(State of other jurisdiction of                   (I.R.S. Employer
incorporation or organization)                    Identification no.)

 3885 Holcomb Bridge Road, Norcross, Georgia                  30092
- ------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code (770) 449-7800
                                                   --------------

- ------------------------------------------------------------------------------- 
   (Former name, former address and former fiscal year,
   if changed since last report)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes   X      No
    -----       -----
<PAGE>
 
                                   Form 10-Q
                                   ---------
                                        
                         Wells Real Estate Fund V,L.P.
                         -----------------------------
                                        
                                     INDEX
                                     -----
<TABLE>
<CAPTION>
                                        
                                                                 Page No.
                                                                 --------
<S>      <C>                                                      <C> 
PART I.  FINANCIAL INFORMATION
 
         Item 1. Financial Statements

                 Balance Sheets - June 30, 1996
                  and December 31, 1995...........................   3     
                                                              
                 Statements of Income for the Three Months and
                  Six Months Ended June 30, 1996              
                  and 1995........................................   4
                                                              
                 Statement of Partners' Capital               
                  for the Year Ended December 31, 1995,       
                  and the Six Months Ended June 30, 1996..........   5
                                                              
                 Statements of Cash Flows for the Six Months  
                  Ended June 30, 1996 and 1995....................   6
                                                              
                 Condensed Notes to Financial Statements..........   7
                                                              
         Item 2. Management's Discussion and Analysis of
                  Financial Condition and Results of          
                  Operations......................................  12

PART II. OTHER INFORMATION........................................  19



</TABLE> 

                                       2
<PAGE>
 
                         WELLS REAL ESTATE FUND V, L.P.
                     (A GEORGIA PUBLIC LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
 
 
                 Assets                    June 30, 1996   December 31, 1995
                 ------                   ---------------  -----------------
<S>                                        <C>                  <C>   
Investment in joint ventures (Note 2)         $13,840,240        $14,067,917
Cash and cash equivalents                         238,408            256,180
Due from affiliates                               259,501            260,128
Deferred project costs                              5,843              5,843
Organization costs, less accumulated
  amortization of $27,083 in 1996 and
  $23,958 in 1995                                   4,167              7,292
Prepaid expenses and other assets                     350                350
                                              -----------        -----------
     Total assets
                                              $14,348,509        $14,597,710
                                              ===========        ===========
 
 
   Liabilities and Partners' Capital
   ---------------------------------
 
Liabilities:
  Accounts payable                            $         0        $     5,000
  Partnership distribution payable                238,377            251,551
                                              -----------        -----------
 
      Total liabilities                           238,377            256,551
                                              -----------        ----------- 

Partners' capital:
  Limited partners
    Class A - 1,546,417 units                  13,825,506         13,736,181
     outstanding
    Class B - 154,185 units outstanding           284,626            604,978
                                              -----------        -----------
 
                                               14,110,132         14,341,159
     Total partners' capital                  -----------        -----------
 
         Total liabilities and partner's 
           capital                            $14,348,509        $14,597,710
                                              ===========        ===========
</TABLE>
           See accompanying condensed notes to financial statements.

                                       3
<PAGE>
 
                         WELLS REAL ESTATE FUND V, L.P.
                     (A GEORGIA PUBLIC LIMITED PARTNERSHIP)

                              STATEMENTS OF INCOME
<TABLE>
<CAPTION>
 
                                                Three Months Ended               Six Months Ended
                                          ------------------------------         -----------------
                                          June 30, 1996   June 30, 1995   June 30, 1996     June 30, 1995
                                          --------------  --------------  --------------  -----------------
<S>                                       <C>             <C>             <C>             <C>
 
Revenues:
     Interest income                          $   3,498        $  4,072       $   7,130          $  11,359
     Equity in income of joint ventures
      (Note 2)                                  166,361         236,085         311,605            421,760
                                              ---------        --------       ---------          ---------
                                                169,859         240,157         318,735            433,119
 
Expenses:
     Legal and accounting                        16,966           3,682          18,097              7,912
     Computer costs                                 994           1,868           2,055              4,629
     Partnership administration                  16,679          14,557          32,424             28,961
     Amortization of organization costs           1,562           1,563           3,125              3,125
                                              ---------        --------       ---------          ---------
                                                 36,201          21,670          55,701             44,627
                                              ---------        --------       ---------          ---------
     Net income                               $ 133,658        $218,487       $ 263,034          $ 388,492
                                          =============   =============   =============   ================

Net loss allocated to General Partners        $       0        $      0       $       0          $       0
 
Net income allocated to Class A Limited       $ 286,809        $315,777       $ 568,054          $ 582,921
     Partners                                                                           
 
Net loss allocated to Class B Limited         $(153,151)       $(97,290)      $(305,020)         $(194,429)
     Partners

Net income per Class A Limited Partner        $    0.19        $   0.21       $    0.37          $    0.38
     Unit 

Net loss per Class B Limited Partner          $   (0.99)       $  (0.59)      $   (1.98)         $   (1.19)
     Unit                                                                                           

Cash distribution per Class A Limited         $    0.15        $   0.19       $    0.32          $    0.34
     Partner Unit
</TABLE>
           See accompanying condensed notes to financial statements.

                                       4
<PAGE>
 
                         WELLS REAL ESTATE FUND V,L.P.
                     (A GEORGIA PUBLIC LIMITED PARTNERSHIP)

                        STATEMENTS OF PARTNERS' CAPITAL
  FOR THE YEAR ENDED DECEMBER 31, 1995 AND THE SIX MONTHS ENDED JUNE 30, 1996
<TABLE>
<CAPTION>
 
                                                         LIMITED  PARTNERS                               
                                          -----------------------------------------------
                                                  CLASS A                  CLASS B                       TOTAL
                                                  -------                  -------         GENERAL     PARTNERS'
                                            UNITS       AMOUNT       UNITS      AMOUNT     PARTNERS     CAPITAL
                                          ---------  -------------  --------  -----------  --------  -------------
<S>                                       <C>        <C>            <C>       <C>          <C>       <C>
BALANCE, DECEMBER 31, 1994                1,524,814  $  13,555,990   175,788  $ 1,114,912         0  $  14,670,902
 
  Net income (loss)                               0      1,124,203         0     (434,564)        0        689,639
  Partnership distributions                       0     (1,019,382)        0            0         0     (1,019,382)
  Class B conversion elections               16,203         75,370   (16,203)     (75,370)        0              0
                                          ---------  -------------  --------  -----------  --------  -------------
BALANCE, DECEMBER 31, 1995                1,541,017     13,736,181   159,585      604,978         0     14,341,159
 
  Net income (loss)                               0        568,054         0     (305,020)        0        263,034
  Partnership distributions                       0       (494,061)        0            0         0       (494,061)
  Class B conversion elections                5,400         15,332    (5,400)     (15,332)        0              0
                                          ---------  -------------  --------  -----------  --------  -------------
BALANCE, JUNE 30, 1996                    1,546,417  $  13,825,506   154,185  $   284,626         0  $  14,110,132
                                          =========  =============  ========  ===========  ========  =============
</TABLE>
           See accompanying condensed notes to financial statements.
                                        

                                       5
<PAGE>
 
                         WELLS REAL ESTATE FUND V,L.P.
                     (A GEORGIA PUBLIC LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
 
                                                     Six Months Ended
                                             ------------------------------
                                              June 30, 1996   June 30, 1995
                                             --------------  --------------
<S>                                           <C>             <C> 
Cash flow from operating activities:
 
 Net income                                       $ 263,034       $ 388,492
  Adjustments to reconcile net income to net
   cash used in operating activities:              (311,605)       (421,760)
    Equity in income of joint venture
    Distributions received from joint
      ventures                                      540,134         461,333
 
    Partnership distributions paid                 (507,235)       (435,910)
    Amortization of organization costs                3,125           3,125
    Changes in assets and liabilities:
      Increase in accounts receivable                     0            (127)
      Decrease in prepaids & other assets                 0             749
      Decrease in accounts payable                   (5,000)         (3,000)
                                             --------------  --------------
          Net cash used in operating
            activities                              (17,547)         (7,098)
                                             --------------  --------------

Cash flow from investing activities -
   Investment in joint ventures                        (225)       (178,124)
                                             --------------  --------------

          Net decrease in cash and cash
               equivalents                          (17,772)       (185,222)
 
Cash and cash equivalents, beginning of year        256,180         484,022
                                             --------------  --------------
 
Cash and cash equivalents, end of period          $ 238,408       $ 298,800
                                             ==============  ==============
 
Supplemental Schedule of noncash investing
   activities - deferred project costs
   applied to investing activities                $       0       $  12,170
                                             ==============  ==============
 </TABLE>
           See accompanying condensed notes to financial statements.

                                       6
<PAGE>
 
                         WELLS REAL ESTATE FUND V,L.P.
                     (A Georgia Public Limited Partnership)

                     Condensed Notes to Financial Statement
                                        
                                        
(1)  Basis of Presentation
     ---------------------

     The financial statements of Wells Real Estate Fund V, L.P. ( the
     "Partnership") have been prepared in accordance with instructions to Form
     10-Q and do not include all of the information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     These quarterly statements have not been examined by independent
     accountants, but in the opinion of the General Partners, the statements for
     the unaudited interim periods presented include all adjustments, which are
     of a normal and recurring nature, necessary to present a fair presentation
     of the results for such periods.  For further information, refer to the
     financial statements and footnotes included in the Partnership's Form 10-K
     for year ended December 31, 1995.

     (a) General
     -----------
     Wells Real Estate Fund V, L.P. (the "Partnership") is a Georgia public
     limited partnership having Leo F. Wells, III and Wells Partners, L.P., as
     General Partners.  The Partnership was formed on October 25, 1990, for the
     purpose of acquiring, developing, owning, operating, improving, leasing,
     and otherwise managing for investment purposes income producing commercial
     properties.

     On March 6, 1992, the Partnership commenced an offering of up to
     $25,000,000 of Class A or Class B limited partnership units ($10.00 per
     unit) pursuant to a Registration Statement on Form S-11 filed under the
     Securities Act of 1933.  The Partnership did not commence active operations
     until it received and accepted subscriptions for a minimum of 125,000 units
     on April 27, 1992.  The offering was terminated on March 3, 1993, at which
     time the Partnership had sold 1,520,967 Class A Units and 179,635 Class B
     Units representing $17,006,020 of capital contributions by investors who
     were admitted to the Partnership as Limited Partners.

     As of June 30, 1996, the Partnership owned interests in the following
     properties: (i) a four-story office building located in Jacksonville,
     Florida; (ii) two substantially identical two-story buildings located in
     Clayton County, Georgia; (iii) two retail buildings located in Clayton
     County, Georgia; (iv) a four-story office building located in Hartford,
     Connecticut and (v) a three-story office building located in Appleton,
     Wisconsin.  All of the foregoing properties were acquired on an all-cash
     basis and are described in more detail in Footnote 2 below.

                                       7
<PAGE>
 
     (b) Employees
     -------------
     The Partnership has no direct employees.  The employees of Wells Capital,
     Inc., the sole general partner of Wells Partners, L.P., a General Partner
     of the Partnership, perform a full range of real estate services including
     leasing and property management, accounting, asset management and investor
     relations for the Partnership.

     (c) Insurance
     -------------
     Wells Management Company, Inc., an affiliate of the General Partners,
     carries comprehensive liability and extended coverage with respect to all
     the properties owned directly or indirectly by the Partnership.  In the
     opinion of management of the registrant, the properties are adequately
     insured.

     (d) Competition
     ---------------
     The Partnership will experience competition for tenants from owners and
     managers of competing projects which may include the General Partners and
     their affiliates.  As a result, the Partnership may be required to provide
     free rent, reduced charges for tenant improvements and other inducements,
     all of which may have an adverse impact on results of operations.  At the
     time the Partnership elects to dispose of its properties, the Partnership
     will also be in competition with sellers of similar properties to locate
     suitable purchasers for its properties.

(2)  Investment in Joint Ventures
     ----------------------------

     The Partnership owns interests in five properties through its investment in
     joint ventures, of which four are office buildings and one is a retail
     building.  The Partnership does not have control over the operations of the
     joint ventures; however, it does exercise significant influence.
     Accordingly, investment in joint ventures is recorded on the equity method.

     The following describes the properties in which the Partnership owns an
     interest as of June 30, 1996:

     FUND IV - FUND V JOINT VENTURE
     ------------------------------

     On April 14, 1992, the Partnership and Wells Real Estate Fund IV, L.P.
     ("Wells Fund IV"), a Georgia public limited partnership affiliated with the
     Partnership though common general partners, entered into a joint venture
     agreement known as Fund IV and Fund V Associates (the "Fund IV - Fund V
     Joint Venture").  The investment objectives of Wells Fund IV are
     substantially identical to those of the Partnership. Wells Fund IV holds an
     approximate 38% equity interest in the Fund IV - Fund V Joint Venture, and
     the Partnership holds approximately 62% equity interest in the Fund IV -
     Fund V Joint Venture. The Partnership owns interests in the following two
     properties through the Fund IV - Fund V Joint Venture:

                                       8
<PAGE>
 
     The Jacksonville Property
     -------------------------

     On June 8, 1992, the Fund IV-Fund V Joint Venture acquired 5.676 acres of
     real property located in Jacksonville, Florida for a purchase price of
     $1,360,000 for the purpose of developing, constructing, and operating a
     four-story office building containing approximately 88,600 rentable square
     feet (the "Jacksonville Property").  As of June 30, 1996, the Partnership
     had contributed $4,961,709 and Wells Fund IV had contributed $3,439,947  to
     the Fund IV-Fund V Joint Venture to fund the acquisition and development of
     the Jacksonville Project.

     The Jacksonville Property is leased primarily by International Business
     Machines Corporation ("IBM"), a computer sales and service corporation, and
     Customized Transportation, Inc., ("CTI"), a division of CSX Railroad, a
     transportation corporation.

     The initial term of the IBM lease for 68,100 square feet is 9 years and 11
     months and commenced upon completion of the building in June 1993.  IBM has
     the option to extend the initial lease for two consecutive five-year
     periods at 90% of market values.  The annual base rent payable under the
     IBM lease during the initial term is $1,122,478 payable in equal monthly
     installments of $93,540.  IBM is also required to pay additional rent equal
     to its share of operating expenses during the lease term.

     The term of the CTI lease for 11,780 square feet is 5 years and commenced
     in March, 1994.  The annual base rent payable under the CTI lease is
     $325,965.

     The occupancy rates at the Jacksonville Property were 100% in 1996, 1995,
     and 1994, and 85% in 1993, the first year of occupancy.  The average
     effective annual rental per square foot at the Jacksonville Property was
     $16.71 for 1996, $16.53 for 1995, $16.22 for 1994 and $16.38 for 1993.

     The Medical Center Property
     ---------------------------

     On September 14, 1992, the Fund IV - Fund V Joint Venture acquired 2.655
     acres of real property in Stockbridge, Georgia for $440,000 for the purpose
     of constructing two substantially identical two-story office buildings
     containing approximately 17,847 rentable square feet each (the "Medical
     Center Property").  It is anticipated that a total of approximately
     $4,200,000 will be required to be contributed to the Fund IV - Fund V Joint
     Venture for the acquisition and development of the Medical Center Property.
     As of June 30, 1996, the Partnership had contributed $2,757,540 and Wells
     Fund IV had contributed $1,296,226 to the Fund IV - Fund V Joint Venture
     for the acquisition and development of the Medical Center Property.  It is
     currently anticipated that an additional approximately $146,000 will be
     required for the completion of the Medical Center Project.  The Partnership
     has reserved sufficient funds for this purpose, with any excess costs which
     may be required to be funded out of operating cash flow.

                                       9
<PAGE>
 
     Construction on the first building at the Medical Center Project was
     completed in March, 1993 and the building shell of the second building was
     completed in April, 1994.  Georgia Baptist, a medical health care and
     urgent care facility, leased approximately 14,669 square feet in the first
     building for a term of six years and has the option to extend the initial
     term of the lease for one five-year period beginning at $18.50 per square
     foot with $.50 per square foot annual increases.  The base rent payable per
     square foot ranges from $16.00 per month during the first year to $18.50
     during the sixth year.  In addition, Georgia Baptist has leased
     approximately 3,376 square feet in the second building for a term of five
     years commencing in December, 1994, at an annual rental rate of $55,704,
     increasing to $57,392 in the forth year and $59,080 in the fifth year.

     The occupancy rate at the Medical Center Property was 69% in 1996 and 1995,
     58% in 1994 and 69% in 1993, the first year of occupancy.  The average
     effective annual rental per square foot at the Medical Center Project was
     $11.88 for 1996, $10.43 for 1995, $7.59 for 1994 and $11.25 for 1993.

     FUND V - FUND VI JOINT VENTURE
     ------------------------------

     On December 27, 1993, the Partnership and Wells Real Estate Fund VI, L.P.
     ("Wells Fund VI"), a Georgia limited partnership affiliated with the
     Partnership through common general partners, entered into a Joint Venture
     Agreement known as Fund V and Fund VI Associates (the "Fund V - Fund VI
     Joint Venture").  The investment objectives of Wells Fund VI are
     substantially identical to those of the Partnership. The Partnership holds
     approximately 48% equity interest, and Wells Fund VI holds approximately
     52% equity interest in the Fund V - Fund VI Joint Venture. The Partnership
     owns  interests in the following two properties through the Fund V - Fund
     VI Joint Venture:

     The Hartford Building
     ---------------------

     On December 29, 1993, the Fund V - Fund VI Joint Venture purchased the
     Hartford Building, a four-story office  building containing approximately
     71,000 rentable square feet from Hartford Accident and Indemnity Company
     for a purchase price of $6,900,000. The Hartford Building is located on
     5.56 acres of land in Southington, Connecticut.  The funds used by the Fund
     V - Fund VI Joint Venture to acquire the Hartford Building were derived
     from capital contributions made by the Partnership and Wells Fund VI
     totaling $3,508,797 and $3,432,707, respectively, for total capital
     contributions to the Fund V - Fund VI Joint Venture of $6,941,504.

     The entire building is leased to Hartford Fire Insurance Company
     ("Hartford") for a period of nine years and eleven months commencing
     December 29, 1993.  The annual base rent during the initial term is
     $458,400 payable in equal monthly installments of $38,200 for the first
     three months, and $724,200 payable in equal monthly installments of $60,350
     commencing April 1, 1994 and continuing through the expiration of the
     initial term of the lease.  Hartford also has the option to extend the
     initial term of the lease for two consecutive five year periods at %15.25
     per square foot for the 1st five year extension and $18.67 for the 2nd five

                                       10
<PAGE>
 
     year extension.  Under the terms of its lease, Hartford is responsible for
     property taxes, operating expenses, general repair and maintenance work and
     a pro rata share of capital expenditures based upon the  number of years
     remaining in the lease.

     The occupancy rate at the Hartford Building was 100% for 1996, 1995 and
     1994.  The average effective annual rental per square foot at the Hartford
     Building was $10.11 for 1996, 1995 and 1994, the first year of ownership.

     Stockbridge Village II - Stockbridge South Property
     ---------------------------------------------------

     On November 12, 1993, the Partnership purchased 2.46 acres of real property
     located in Clayton County, Georgia for $1,022,634.  On July 1, 1994, the
     Partnership contributed the property as a  capital contribution to the Fund
     V - Fund VI Joint Venture.

     Construction of a 5,400 square foot retail building was completed in
     November, 1994.  Construction of a second retail building containing
     approximately 10,550 square feet was completed in June, 1995.  The entire
     first building was leased by Apple Restaurants, Inc. for nine years and
     eleven months beginning in December, 1994.  The annual base rent under the
     lease is $125,982 until December 15, 1999, at which time the annual base
     rent increases to $137,700.

     Glenn's Open Pit Bar-B-Que leased 4,303 square feet of the second retail
     building for a six year term beginning July 1, 1995.  The annual base rent
     under the lease is $64,548 to June 30, 1997, $68,844 from July 1, 1997 to
     June 30, 1999, and $77,460 from July 1, 1999 until June 30, 2001.

     The total cost to complete Stockbridge Village II is currently anticipated
     to be approximately $3,030,000.  As of June 30, 1996, the Partnership had
     contributed $1,035,804 and Wells Fund VI had contributed $1,678,380 to the
     Fund V - Fund VI Joint Venture for the acquisition and development of
     Stockbridge Village II.

     As of June 30, 1996, the Partnership's equity interest in the Fund V - Fund
     VI Joint Venture was approximately 48%.  It is currently anticipated that
     the remaining cost of approximately $316,000 to complete the project will
     be contributed by Wells Fund VI, in which event, upon completion of the
     building funding, the Partnership will own an approximately 34% equity
     interest in the Fund V - Fund VI Joint Venture.  Wells Fund VI has reserved
     sufficient funds for this purpose.

     The occupancy rate at the Stockbridge Village II Project was 61% for 1996
     and 1995.  The average effective annual rental per square foot at the
     Stockbridge Village II is $12.20 for 1996 and $10.41 for 1995, the first
     year of occupancy.

                                       11
<PAGE>
 
     FUND V - VI - VII JOINT VENTURE
     -------------------------------

     On September 8, 1994, the Partnership, Wells Fund VI and Wells Real Estate
     Fund VII, L.P. ("Wells Fund VII"), Georgia public limited partnerships
     affiliated with the Partnership thorough common general partners, entered
     into a joint venture agreement known as Fund V, Fund VI and Fund VII
     Associates (the "Fund V-VI-VII Joint Venture").  The Partnership owns an
     interest in the following property through the Fund V-VI-VII Joint Venture:

     The Marathon Building
     ---------------------

     On September 16, 1994, Fund V-VI-VII Joint Venture purchased a three-story
     office building containing approximately 75,000 rentable square feet,
     located on approximately 6.2 acres of land in Appleton, Wisconsin (the
     "Marathon Building") for a purchase price of $8,250,000, plus $29,421 of
     acquisition costs.

     The funds used by the Fund V-VI-VII Joint Venture to acquire the Marathon
     Building were derived from capital contributions made by the Partnership,
     Wells Fund VI and Wells Fund VII totaling $1,337,505, $3,470,958, and
     $3,470,958, respectively, for total contributions to the Fund V-VI-VII
     Joint Venture of $8,279,421. The Partnership owns an approximately 16%
     equity interest in the Fund V-VI-VII Joint Venture.

     The entire Marathon Building is leased to Jaakko Poyry Fluor Daniel for a
     period of approximately twelve years, with options to extend the lease for
     two additional five-year periods at market rate.  The annual base rent
     under the lease is $910,000.  The current lease expires December 31, 2006.
     The lease agreement is  a net lease in that the tenant is primarily
     responsible for the operating expenses, including real estate taxes.

     The occupancy rate at the Marathon Building was 100% for 1996, 1995, and
     the last three and a half months of 1994.  The average annual rental per
     square foot in the Marathon Building was $12.13 for 1996, 1995, and 1994,
     the first year of ownership.



     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
     ------------------------------------------------------------------------
     RESULTS OF OPERATIONS.
     ----------------------

     The following discussion and analysis should be read in conjunction with
     the accompanying financial statements of the Partnership and notes thereto.
     This Report contains forward-looking statements, within the meaning of
     Section 27A of the Securities Act of 1933 and 21E of the Securities
     Exchange Act of 1934, including discussion and analysis of the financial
     condition of the Partnership, anticipated capital expenditures required to
     complete certain projects, amounts of cash distributions anticipated to be
     distributed to Limited Partners in the future and certain other matters.

                                       12
<PAGE>
 
     Readers of this Report should be aware that there are various factors that
     could cause actual results to differ materially from any forward-looking
     statement made in this Report, which include construction costs which may
     exceed estimates, construction delays, lease-up risks, inability to obtain
     new tenants upon expiration of existing leases, and the potential need to
     fund tenant improvements or other capital expenditures out of operating
     cash flow.

     Results of Operations and Changes in Financial Conditions
     ---------------------------------------------------------

     General
     -------

     Gross revenues of the Partnership were $318,735 for the six months ended
     June 30, 1996, as compared to $433,119 for the six months ended June 30,
     1995.  Gross revenues and net income have decreased for the three and six
     months  ended June 30, 1996 compared to 1995 levels due chiefly to
     decreased earnings from joint ventures and increased accounting
     expenditures.  Depreciation expense of the joint ventures increased in 1996
     as compared to 1995 due to a change in the estimated useful lives of
     buildings and improvements from 40 years to 25 years which became effective
     December 31, 1995.

     Expenses of the Partnership increased from $44,627 for the six months June
     30, 1995 to $55,701 for the same period in 1996, due primarily to increased
     accounting costs.

     Net cash used in operating activities remained relatively stable for the
     six months ended June 30, 1996 and 1995.  The change in cash and cash
     equivalents from $(185,222) for the six months ended June 30, 1995 to
     $(17,772) for the six months ended June 30, 1996 was due primarily to the
     decrease in investments in joint ventures.

     The Partnership made cash distributions of investment income to the Limited
     Partners holding Class A units of $.15 per Class A for the three months
     ended June 30, 1996, as compared to $.19 per Class A Unit for the three
     months ended June 30, 1995.  No cash distributions of investment income
     were made to the Limited Partners holding Class B Units.

                                       13
<PAGE>
 
     PROPERTY OPERATIONS
     -------------------

     As of June 30, 1996, the Partnership owned interests in the following
     operational properties:

     The Jacksonville Property/Fund IV - Fund V Joint Venture
     --------------------------------------------------------
<TABLE>
<CAPTION>
 
                                          Three Months Ended               Six Months Ended
                                    ------------------------------  ------------------------------
                                    June 30, 1996   June 30, 1995   June 30, 1996   June 30, 1995
                                    --------------  --------------  --------------  --------------
<S>                                 <C>             <C>             <C>             <C>
Revenues:
Rental Income                            $365,993        $360,041        $731,985        $738,848
 
Expenses:
  Depreciation                             79,296          47,484         158,592          94,968
  Management & leasing expenses            49,778          45,386          93,754          90,772
  Other operating expenses                 66,121          81,906         186,401         216,743
                                         --------        --------        --------        --------
                                          195,195         174,776         438,747         402,483
                                         --------        --------        --------        --------
 
Net income                               $170,798        $185,265        $293,238        $336,365
                                         ========        ========        ========        ========
 
Occupied %                                    100%            100%            100%            100%
 
Partnership's Ownership % in the
  Fund IV - Fund V Joint Venture             61.9%           61.7%           61.9%           61.7%
 
Cash Distribution to Partnership         $125,434        $142,100        $244,458        $262,927
 
Net Income Allocated to the
  Partnership                            $105,682        $114,292        $181,442        $207,356
 
</TABLE>

     Rental Income has decreased slightly in 1996 as compared to 1995 due to an
     overstatement of rental income in 1995 which was corrected in the third
     quarter of 1995.  Expenses increased in 1996 as compared to 1995 due
     primarily to increased depreciation caused by the change in the estimated
     useful lives of buildings and improvements as previously discussed under
     the "General" section of "Results of Operations and Changes in Financial
     Condition".  The increase in depreciation  was partially offset by savings
     in various operating expenses.  Cash fundings to the Joint Venture for
     construction were contributed by the Partnership which increased the
     Partnership's ownership interest.

                                       14
<PAGE>
 
     The Medical Center Property/Fund IV - Fund V Joint Venture
     ----------------------------------------------------------
<TABLE>
<CAPTION>
 
                                            Three Months Ended               Six Months Ended
                                      ------------------------------  ------------------------------
                                      June 30, 1996   June 30, 1995   June 30, 1996   June 30, 1995
                                      --------------  --------------  --------------  --------------
<S>                                   <C>             <C>             <C>             <C>
Revenues:
  Rental income                           $ 105,394        $100,596        $210,580        $186,444
  Interest income                             2,665           3,017           5,741           6,410
                                          ---------        --------        --------        --------
                                            108,059         103,613         216,321         192,854
                                          ---------        --------        --------        --------
Expenses:
  Depreciation                               39,882          25,114          79,764          49,591
  Management & leasing expenses              13,839          12,361          24,881          23,245
  Other operating expenses                   71,245          24,843         130,032          83,372
                                          ---------        --------        --------        --------
                                            124,966          62,318         234,677         156,208
                                          ---------        --------        --------        --------
 
Net income loss                           $(16,907)        $ 41,295        $(18,356)       $ 36,646
                                          =========        ========        ========        ========
 
Occupied %                                       69%             69%             69%             69%
 
Partnership's Ownership % in the
  Fund IV - Fund V Joint Venture               61.9%           61.7%           61.9%           61.7%
 
Cash Distribution to Partnership          $  17,009        $ 38,305        $ 41,114        $ 47,528
 
Net Income (Loss) Allocated to the
  Partnership                             $ (10,461)       $ 25,468        $(11,358)       $ 22,607
</TABLE>

     Rental income increased in 1996 over 1995 due to increased lease up at the
     Medical Center Property.  Leases are being actively pursued on the
     remaining 11,000 rentable square feet of vacant space with strong interest
     in an approximate 2,000 square feet.  Expenses have increased in 1996 over
     1995 levels due primarily to increased operating expenses of the buildings,
     the increase in depreciation expenses caused by the change in the estimated
     useful lives of the buildings and improvements as previously discussed
     under the "General" section of "Results of Operations and Changes in
     Financial Conditions" and a timing difference in operating expense billings
     to tenants.

     Cash distributions allocated to the Partnership have decreased over prior
     year levels due primarily to increased operating expenditures of the
     project which were partly offset by the increase in rental income.  Cash
     fundings to the Joint Venture for construction were contributed by the
     Partnership which increased its ownership interest.

                                       15
<PAGE>
 
     The Hartford Building/Fund V - Fund VI Joint Venture
     ----------------------------------------------------
<TABLE>
<CAPTION>
 
                                          Three Months Ended               Six Months Ended
                                    ------------------------------  ------------------------------
                                    June 30, 1996   June 30, 1995   June 30, 1996   June 30, 1995
                                    --------------  --------------  --------------  --------------
<S>                                 <C>             <C>             <C>             <C>
Revenues:
Rental Income                            $179,375        $179,375        $358,750        $358,750
 
Expenses:
  Depreciation                             73,008          42,516         146,016          85,032
  Management & leasing expenses             7,175           7,175          14,350          14,350
  Other operating expenses                  4,649           5,277           7,824          11,224
                                         --------        --------        --------        --------
                                           84,832          54,968         168,190         110,606
                                         --------        --------        --------        --------
 
Net income                               $ 94,543        $124,407        $190,560        $248,144
                                         ========        ========        ========        ========
 
Occupied %                                    100%            100%            100%            100%
 
Partnership's Ownership % in the
  Fund V - Fund VI Joint Venture             47.6%           48.5%           47.6%           48.5%
 
Cash Distribution to Partnership         $ 80,449        $ 82,235        $161,600        $166,672
 
Net Income Allocated to the
  Partnership                            $ 44,963        $ 60,704        $ 90,627        $122,946
</TABLE>

     Net income decreased and expenses increased in 1996 as compared to 1995 due
     primarily to an increase in depreciation expenses caused by the change in
     estimated useful lives of buildings and improvements previously discussed
     under the "General" section of "Results of Operations and Changes in
     Financial Conditions".

     The Partnership's ownership interest in the Fund V - Fund VI Joint Venture
     decreased from 48.5% in 1995 to 47.6% in 1996 due to additional fundings by
     Wells Fund VI in 1995.

     Cash distributions decreased in 1996 over 1995 due primarily to the
     Partnership's decreased percentage ownership interest in the Joint Venture.
     Net income allocated to the Partnership decreased in 1996 as compared to
     1995 due primarily to the increased depreciation expenses discussed above.

                                       16
<PAGE>
 
     Stockbridge Village II/Fund V - Fund VI Joint Venture
     -----------------------------------------------------
<TABLE>
<CAPTION>
 
                                          Three Months Ended               Six Months Ended
                                    ------------------------------  ------------------------------
                                    June 30, 1996   June 30, 1995   June 30, 1996   June 30, 1995
                                    --------------  --------------  --------------  --------------
<S>                                 <C>             <C>             <C>             <C>
Revenues:
Rental Income                             $50,056         $32,961         $96,517         $65,921
 
Expenses:
  Depreciation                             19,761           5,619          39,522          11,238
  Management & leasing expenses             5,382           4,052           9,979           7,979
  Other operating expenses                 19,623          10,253          38,798          23,209
                                          -------         -------         -------         -------
                                           44,766          19,924          88,299          42,426
                                          -------         -------         -------         -------
 
Net income                                $ 5,290         $13,037         $ 8,218         $23,495
                                          =======         =======         =======         =======
 
Occupied %                                     61%            100%             61%            100%
 
Partnership's Ownership % in the
  Fund V - Fund VI Joint Venture             47.6%           48.5%           47.6%           48.5%
 
Cash Distribution to Partnership          $11,509         $ 8,898         $21,894         $ 9,111
 
Net Income Allocated to the
  Partnership                             $ 2,517         $ 6,347         $ 3,908         $11,639
</TABLE>

     The Stockbridge Village II Project consists of two retail buildings which
     contain a total of approximately 15,950 square feet.  The first building
     containing 5,400 square feet was completed in November, 1994, and occupied
     by Apple Restaurants, Inc. in December 1994, resulting in 100% occupancy
     since December 1994.  The second  building containing 10,550 square feet
     opened in June, 1995.  Glenn's Open Pit Bar-B-Que leased 4,303 square feet
     beginning in July, 1995.  6,247 square feet are available to lease in the
     second building which equates to a 61% occupancy for both buildings as of
     June 30, 1996.

     Depreciation expenses increased in 1996 over 1995 due to the change in
     estimated useful lives of buildings and improvements as previously
     discussed under the "General" section of "Results of Operations and Changes
     in Financial Conditions".

     The Partnership's ownership percentage in the Fund V - Fund VI Joint
     Venture decreased to 47.6% for 1996, as compared to 48.5% in 1995, due to
     additional fundings by Wells Fund VI which decreased the Partnership's
     ownership interest in the Fund V - Fund VI Joint Venture.

                                       17
<PAGE>
 
     The Marathon Building/Fund V-VI-VII Joint Venture
     -------------------------------------------------
<TABLE>
<CAPTION>
 
                                          Three Months Ended               Six Months Ended
                                    ------------------------------  ------------------------------
                                    June 30, 1996   June 30, 1995   June 30, 1996   June 30, 1995
                                    --------------  --------------  --------------  --------------
<S>                                 <C>             <C>             <C>             <C>
Revenues:
Rental Income                            $242,754        $242,754        $485,508        $485,508
 
Expenses:
  Depreciation                             87,647          52,300         175,292         104,599
  Management & leasing expenses             9,710           9,710          19,420          19,420
  Other operating expenses                  5,152           2,902           8,850          13,909
                                         --------        --------        --------        --------
                                          102,509          64,912         203,562         137,928
                                         --------        --------        --------        --------
 
Net income                               $140,245        $177,842        $281,946        $347,580
                                         ========        ========        ========        ========
 
Occupied %                                    100%            100%            100%            100%
 
Partnership's Ownership % in the
  Fund V-VI-VII Joint Venture                16.5%           16.5%           16.5%           16.5%
 
Cash Distribution to Partnership         $ 35,101        $ 35,471        $ 70,441        $ 69,608
 
Net Income Allocated to the
  Partnership                            $ 23,085        $ 29,273        $ 46,408        $ 57,212
</TABLE>

     Net income decreased for the three and six month periods ended June 30,
     1996 compared to 1995 due primarily to the increase in depreciation
     expenses which resulted from the change in estimated useful lives of
     buildings and improvements, as of December 31, 1995.

                                       18
<PAGE>
 
                          PART II - OTHER INFORMATION
                          ---------------------------

     ITEM 6 (b). No reports on Form 8-K were filed during the second quarter of
     1996.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     Registrant duly caused this report to be signed on its behalf by the
     undersigned thereunto duly authorized.

                                    WELLS REAL ESTATE FUND V, L.P.
                                    (Registrant)
     Dated: August 13, 1996         By: /s/ Leo F. Wells, III
                                        ----------------------------------
                                    Leo F. Wells, III, as Individual
                                    General Partner and as President,
                                    Sole Director and Chief Financial
                                    Officer of Wells Capital, Inc., the
                                    General Partner of Wells Partners, L.P.

                                       19

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         238,408
<SECURITIES>                                13,840,240
<RECEIVABLES>                                  259,501
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                   350
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              14,348,509
<CURRENT-LIABILITIES>                          238,377
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  14,110,132
<TOTAL-LIABILITY-AND-EQUITY>                14,348,509
<SALES>                                              0
<TOTAL-REVENUES>                               318,735
<CGS>                                                0
<TOTAL-COSTS>                                   55,701
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                263,034
<INCOME-TAX>                                   263,034
<INCOME-CONTINUING>                            263,034
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   263,034
<EPS-PRIMARY>                                      .37
<EPS-DILUTED>                                        0
        

</TABLE>


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