WELLS REAL ESTATE FUND V L P
10-Q, 1996-05-14
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              March 31, 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
                                     -----


                                                              Page No.
                                                              --------


PART I.  FINANCIAL INFORMATION
 
         Item 1.  Financial Statements
 
                  Balance Sheets - March 31, 1996
                  and December 31, 1995..........................3
 
                  Statements of Income for the Three
                  Months Ended March 31, 1996 and 1995...........4
 
                  Statement of Partners' Capital
                  for the Year Ended December 31, 1995,
                  and the Three Months Ended March 31, 1996......5
 
                  Statements of Cash Flows for the Three Months
                  Ended March 31, 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

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
 
 
                 Assets                                 March 31, 1996    December 31, 1995
                 ------                                ---------------    -----------------
<S>                                                     <C>                      <C>                
Investment in joint ventures (Note 2)                    $ 13,943,382        $14,067,917            
Cash and cash equivalents                                     245,230            256,180            
Due from affiliates                                           270,004            260,128            
Deferred project costs                                          5,843              5,843            
Organization costs, less accumulated                                                                
  amortization of $25,521 in 1996  and                                                              
  $23,958 in 1995                                               5,729              7,292            
Prepaid expenses and other assets                                 350                350            
                                                          -----------        -----------            
                                                                                                    
     Total assets                                         $14,470,538        $14,597,710            
                                                          ===========        ===========            
                                                                                                    
                                                                                                    
          Liabilities and Partners' Capital                                                         
          ---------------------------------                                                         
Liabilities:                                                                                        
  Accounts payable                                       $         0        $     5,000             
  Partnership distribution payable                           255,702            251,551             
                                                         -----------        -----------             
                                                                                                    
     Total liabilities                                       255,702            256,551             
                                                         -----------        -----------             
                                                                                                    
Partners' capital:                                                                                  
  Limited partners                                                                                  
  Class A - 1,541,017 units outstanding                   13,761,727         13,736,181             
  Class B - 159,585 units outstanding                        453,109            604,978             
                                                         -----------        -----------             
                                                                                                    
                                                          14,214,836        14,341,159                
     Total partners' capital                             -----------        ----------              
                                                                                                    
        Total liabilities and partners' capital          $14,470,538       $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
                                                        --------------------------------
                                                        March 31, 1996   March 31, 1995
                                                        ---------------  ---------------
<S>                                                     <C>               <C> 
Revenues:                                                    
   Interest income                                           $   3,632         $  7,287
   Equity in earnings of joint ventures 
      (Note 2)                                                 145,244          185,675
                                                            ----------        ---------         
                                                               148,876          192,962
                                                             ---------         --------
Expenses:
   Legal and accounting                                          1,131            4,230
   Computer costs                                                1,061            2,761
   Partnership administration                                   15,745           14,404
   Amortization of organization costs                            1,563            1,562
                                                             ---------         --------
                                                                19,500           22,957
                                                             ---------         --------
 Net income                                                  $ 129,376         $170,005
                                                             =========         ========
Net loss allocated to General Partners                       $       0         $      0
 
Net income allocated to Class A Limited                                      
  Partners                                                   $ 281,245         $267,144
 
Net loss allocated to Class B Limited
  Partners                                                   $(151,869)        $(97,139)
 
 
Net income per Class A Limited Partner
  Unit                                                      $      .18         $    .17
 
Net loss per Class B Limited Partner Unit                   $     (.95)        $   (.60)
 
Cash distribution per Class A Limited
  Partner Unit                                              $      .17         $    .15
</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 THREE MONTHS ENDED
                               MARCH 31, 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       281,245         0     (151,869)        0      129,376
Partnership distributions               0      (255,699)        0            0         0     (255,699)
                                ---------   -----------   -------   ----------        --  -----------
 BALANCE, MARCH 31, 1996        1,541,017   $13,761,727   159,585   $  453,109        $0  $14,214,836
                                =========   ===========   =======   ==========        ==  ===========
</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>
 
                                                         Three Months Ended
                                                  ------------------------------
                                                  March 31, 1996  March 31, 1995
                                                  --------------  --------------
<S>                                                  <C>             <C> 
Cash flow from operating activities: 
                                                                             
Net income                                           $ 129,376      $ 170,005
  Adjustments to reconcile net earnings to net                               
    cash used in operating activities:                                       
     Equity in earnings of joint venture              (145,244)      (185,675)
     Distributions received from joint                                        
       ventures                                        260,128        212,495
    Partnership distributions paid                    (251,548)      (201,180)
    Amortization of organization costs                   1,563          1,562 
    Changes in assets and liabilities:                                        
      Increase in accounts receivable                        0           (127)
      Decrease in accounts payable                      (5,000)        (3,000)
                                                     ---------      --------- 
         Net cash used in operating                                           
            activities                                 (10,725)        (5,920)
                                                     ---------      --------- 
                                                                              
Cash flow from investing activities -                                         
   Investment in joint ventures                           (225)      (165,150)
                                                     ---------      --------- 
                                                                              
         Net decrease in cash and cash                                        
            equivalents                                (10,950)      (171,070)
                                                                              
Cash and cash equivalents, beginning of year           256,180        484,022 
                                                     ---------      --------- 
                                                                              
Cash and cash equivalents, end of period             $ 245,230      $ 312,952 
                                                     =========      ========= 
                                                                              
Supplemental Schedule of noncash investing                                    
    activities - deferred project costs                                       
    applied to investing activities                  $       0      $  11,284
                                                     =========      =========
 
</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
     or industrial 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 March 31, 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 interest 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 March 31, 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
     approximately 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 square feet (the
     "Jacksonville Property").  As of March 31, 1996, the Partnership
     contributed $4,961,709 and Wells Fund IV 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 containing 68,100 square feet is 9 years
     and 11 months and commenced upon completion of the building in June 1993,
     with an option to extend the initial lease for two consecutive five-year
     periods.  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 containing 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 war
     $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 March 31, 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.  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 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 68% 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
     $11.87 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
     an approximately 48% equity interest, and Wells Fund VI holds an
     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 foot 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.  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.

                                       10
<PAGE>
 
     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 March 31, 1996, the Partnership
     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 March 31, 1996, the Partnership's equity interest in the Fund V -
     Fund VI Joint Venture was approximately 48%.  Although the ultimate
     percentage of ownership has not yet been finalized, it is currently
     anticipated that the remaining cost of approximately $316,000 to complete
     the project will be contributed by 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.

     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 $11.65 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 square feet, located on
     approximately 6.2 acres of land in Appleton, Wisconsin (the "Marathon
     Building") for a purchase price of $8,250,000, excluding 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 including acquisition costs.  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.  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.
     Readers of this Report should be aware that there are various factors that
     could cause actual results to differ materially form 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.

                                       12
<PAGE>
 
     Results of Operations and Changes in Financial Conditions
     ---------------------------------------------------------

     General
     -------

     Gross revenues of the Partnerships were $148,876 for the three months ended
     March 31, 1996, as compared to $192,962 for the three months ended March
     31, 1995.  Gross revenues and net income have decreased for the three
     months  ended March 31, 1996 over 1995 levels due chiefly to decreased
     earnings from joint ventures.  Depreciation expense of the joint ventures
     increased from 1995 to 1996 due to a change in the estimated useful lives
     of buildings and improvements from 40 years to 25 years which became
     effective in the fourth quarter of 1995.

     Expenses of the Partnership decreased from $22,957 for the three months
     March 31, 1995 to $19,500 for the same period in 1996, due primarily to
     decreased legal costs.

     Net cash used in operating activities remained relatively stable for three
     months ended March 31, 1996 and 1995.  The change in cash and cash
     equivalants from $(171,070) for the three months ended March 31, 1995 to
     $(10,950) for the three months ended March 31, 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 $.17 per Class A for the three months
     ended March 31, 1996, as compared to $.15 per Class A Unit for the three
     months ended March 31, 1995.  No cash distributions of investment income
     were made to the Limited Partners holding Class B Units.

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

     As of March 31, 1996, the Partnership owned interests in the following
     operational properties:

     The Jacksonville Property/Fund IV - Fund V Joint Venture
     --------------------------------------------------------
<TABLE>
<CAPTION>
 
                                     Three Months Ended March 31
                                    -----------------------------
                                         1996           1995
                                    --------------  -------------
<S>                                 <C>              <C> 
Revenues:
Rental Income                          $  365,992   $    378,807
 
Expenses:
 Depreciation                              79,296         47,484
 Management & leasing expenses             43,976         45,386
 Other operating expenses                 120,280        134,837
                                          -------        -------
                                          243,552        227,707
                                          -------        -------
 
Net income                             $  122,440   $    151,100
                                          =======        =======
 
Occupied %                                    100%           100%
 
Partnership's Ownership % in the
  Fund IV - Fund V Joint Venture             61.9%          61.7%
 
Cash Distribution to Partnership       $  119,024   $    120,827
 
Net Income Allocated to the
  Partnership                          $   75,760   $     93,064
 
</TABLE>

     Rental Income has decreased 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 for the three months ended March 31,
     1996 as compared to 1995 due primarily to increased depreciation due to 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
     distributions remained relatively stable for 1996 and 1995.  Cash fundings
     to the Joint Venture for construction were contributed by the Partnership
     which increased the Partnership's ownership interest and decreased Wells
     Fund IV's ownership interest in the Fund IV - Fund V Joint Venture.

                                       14
<PAGE>
 
     The Medical Center Property/Fund IV - Fund V Joint Venture
     ----------------------------------------------------------
<TABLE>
<CAPTION>
 
                                             Three Months Ended March 31  
                                            ----------------------------- 
                                                 1996            1995     
                                            ---------------  ------------ 
<S>                                          <C>              <C> 
      Revenues:                                                           
        Rental Income                             $105,186       $85,848  
        Interest Income                              3,076         3,393  
                                                  --------       -------  
                                                   108,262        89,241  
                                                  --------       -------  
                                                                          
      Expenses:                                                           
        Depreciation                                39,882        24,477  
        Management & leasing expenses               11,042        10,884  
        Other operating expenses                    58,787        58,529  
                                                  --------       -------  
                                                  $109,711       $93,890  
                                                  --------       -------  
                                                                          
      Net income (loss)                           $ (1,449)      $(4,649) 
                                                  ========       =======  
                                                                          
      Occupied %                                        68%           62% 
                                                                          
      Partnership's Ownership % in the                                    
         Fund IV - Fund V Joint Venture               61.9%         61.7% 
                                                                          
      Cash Distribution to Partnership            $ 24,105       $ 9,223  
                                                                          
      Net Income (Loss) Allocated to the                                  
         Partnership                              $   (897)      $(2,861)  
</TABLE>

     Rental income increased in 1996 over 1995 due to increased lease up at the
     Medical Center Property.  Expenses have increased in 1996 over 1995 levels
     due primarily to lease up of the buildings and the increase in depreciation
     expenses due to 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".

     Cash distributions and net income allocated to the Partnership have
     increased over prior year levels due primarily to the lease up of the
     project and the slight increase in ownership in the Joint Venture.  Cash
     fundings to the Joint Venture for construction were contributed by the
     Partnership which increased its ownership interest and decreased  Wells
     Fund IV's ownership in the Fund IV - Fund V Joint Venture.

                                       15
<PAGE>
 
     The Hartford Building/Fund V - Fund VI Joint Venture
     ----------------------------------------------------
<TABLE>
<CAPTION>
 
                                               Three Months Ended March 31 
                                              -----------------------------
                                                   1996           1995     
                                              --------------  -------------
        <S>                                   <C>             <C>          
        Revenues:                                                 
        Rental Income                            $  179,375   $    179,375 
                                                                           
        Expenses:                                                          
         Depreciation                                73,008         42,516 
         Management & leasing expenses                7,175          7,175 
         Other operating expenses                     3,175          5,947 
                                                    -------        ------- 
                                                     83,358         55,638 
                                                    -------        ------- 
                                                                           
        Net income                               $   96,017   $    123,737 
                                                    =======        ======= 
                                                                           
        Occupied %                                      100%           100%
                                                                           
        Partnership's Ownership % in the                                   
        Fund IV - Fund V Joint Venture                 47.6%          49.7%
                                                                           
        Cash Distribution to Partnership         $   81,151   $     84,437 
                                                                  
        Net Income Allocated to the                               
          Partnership                            $   45,664   $     62,242 
</TABLE>                                     
                                             
     Net income decreased and expenses increased in 1996 as compared to 1995 due
     primarily to an increase in depreciation expense, resulting from 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 in the Fund V - Fund VI Joint Venture decreased
     from 49.7% in 1995, to 47.6% in 1996 due to additional fundings by Wells
     Fund VI in 1995, which decreased the Partnership's ownership interest in
     the Joint Venture.

     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 increased depreciation expense.

                                       16
<PAGE>
 
     Stockbridge Village II/Fund V - Fund VI Joint Venture
     -----------------------------------------------------
<TABLE>
<CAPTION>
 
                                          Three Months Ended March 31
                                         -----------------------------
                                             1996            1995
                                         -------------  --------------
<S>                                      <C>             <C> 
Revenues:
Rental Income                               $  46,461         $32,960
 
Expenses:
 Depreciation                                  19,761           5,619
 Management & leasing expenses                  4,597           3,927
 Other operating expenses                      19,175          12,956
                                               ------         -------
                                               43,533          22,502
                                               ------         -------
 
Net income                                  $   2,928         $10,458
                                               ======         =======
 
Occupied %                                         61%            100%
 
Partnership's Ownership % in the Fund
  IV - Fund V Joint Venture                      47.6%           49.7%
 
Cash Distribution to Partnership            $  10,385         $   213
 
Net Income Allocated to the
  Partnership                               $   1,392         $ 5,292
</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
     March 31, 1996.

     Depreciation expense 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 49.7% in 1995, due to
     additional fundings by Wells Fund VI which increased Wells Fund VI's and
     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 March 31
                                    -----------------------------
                                        1996            1995
                                    -------------  --------------
<S>                                 <C>               <C>
Revenues:
Rental Income                         $  242,754        $242,754
 
Expenses:
 Depreciation                             87,646          52,299
 Management & leasing expenses             9,710           9,710
 Other operating expenses                  3,698          11,007
                                        --------        --------
                                         101,054          73,016
                                        --------        --------
 
Net income                            $  141,700        $169,738
                                        ========        ========
 
Occupied %                                   100%            100%
 
Partnership's Ownership % in the
  Fund V - VI - VII                         16.5%           16.5%
 
Cash Distribution to Partnership      $   35,340        $ 34,137
 
Net Income Allocated to the
  Partnership                         $   23,324        $ 27,939
</TABLE>

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

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

     ITEM 6 (b). No reports on Form 8-K were filed during the first 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.

     Dated: May 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         245,230
<SECURITIES>                                13,943,382
<RECEIVABLES>                                  270,004
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                   350
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              14,470,538
<CURRENT-LIABILITIES>                          255,702
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  14,214,836
<TOTAL-LIABILITY-AND-EQUITY>                14,470,538
<SALES>                                              0
<TOTAL-REVENUES>                               148,876
<CGS>                                                0
<TOTAL-COSTS>                                   19,500
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                129,376
<INCOME-TAX>                                   129,376
<INCOME-CONTINUING>                            129,376
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   129,376
<EPS-PRIMARY>                                      .18
<EPS-DILUTED>                                        0
        

</TABLE>


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