WELLS REAL ESTATE FUND V L P
10-Q, 1997-08-08
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, 1997   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 - June 30, 1997    
                     and December 31, 1996..........................       3 
                                                                           
                    Statements of Income for the Three                     
                     Months and the Six Months Ended June 30, 1997         
                     and 1996.......................................       4 
                                                                           
                    Statement of Partners' Capital                         
                     for the Year Ended December 31, 1996,                 
                     and the Six Months Ended June 30, 1997.........       5 
                                                                           
                    Statements of Cash Flows for the Six Months            
                     Ended June 30, 1997 and 1996...................       6 
                                                                           
                    Condensed Notes to Financial Statements.........       7 
                                                                           
           Item 2.  Management's Discussion and Analysis of 
                    Financial Condition and Results of                     
                    Operations......................................       8  
 
PART II.  OTHER INFORMATION.........................................      15

                                       2
<PAGE>
 
                         WELLS REAL ESTATE FUND V, L.P.
                     (a Georgia Public Limited Partnership)

                                 BALANCE SHEETS
                                        


<TABLE>
<CAPTION>
                     Assets                        June 30, 1997         December 31, 1996           
                     ------                        --------------        -----------------           
<S>                                                <C>                      <C>                      
                                                                                                     
Investment in joint ventures (Note 2)              $13,450,734               $13,573,803             
Cash and cash equivalents                              160,733                   252,283             
Due from affiliates                                    298,320                   258,760             
Deferred project costs                                       0                     5,843             
Organization costs, less accumulated                                                                 
  amortization of $31,250 in 1997  and                                                               
  $30,208 in 1996                                            0                     1,042             
Prepaid expenses and other assets                            0                       350             
                                                   -----------               -----------             
                                                                                                     
          Total assets                             $13,909,787               $14,092,081             
                                                   ===========               ===========             
                                                                                                     
    Liabilities and Partners' Capital                                                                    
    ---------------------------------                                                                    
                                                                                                     
Liabilities:                                                                                         
  Accounts payable                                 $       982               $     4,500             
  Partnership distribution payable                     273,011                   247,011             
                                                   -----------               -----------             
                                                                                                     
           Total liabilities                           273,993                   251,511              
                                                   -----------               -----------            
                                                                                                     
Partners' capital:                                                                                   
  Limited partners                                                                                   
    Class A - 1,551,416 units outstanding           13,635,794                13,840,570             
    Class B - 149,186 units outstanding                      0                         0             
                                                   -----------               -----------             
                                                                                                     
          Total partners' capital                   13,635,794                13,840,570             
                                                   -----------               -----------             
                                                                                                     
              Total liabilities and partners'      
                capital                            $13,909,787               $14,092,081             
                                                   ===========               ===========              



</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, 1997       June 30, 1996         June 30, 1997          June 30, 1996
                                           -------------      --------------         -------------          -------------
<S>                                        <C>                <C>                    <C>                   <C>
 
Revenues:
   Interest income                           $  2,453             $   3,498               $  5,513             $   7,130
   Equity in income of joint ventures       
    (Note 2)                                  208,902               166,361                371,133               311,605
                                             --------             ---------               --------             ---------
                                              211,355               169,859                376,646               318,735
                                            
Expenses:                                   
   Legal and accounting                         5,835                16,966                 15,096                18,097
   Computer costs                               1,651                   994                  4,144                 2,055
   Partnership administration                  13,790                16,679                 25,177                32,424
   Amortization of organization costs               0                 1,562                  1,042                 3,125
                                             --------             ---------               --------             ---------
                                               21,276                36,201                 45,459                55,701
                                             --------             ---------               --------             ---------
   Net income                                $190,079             $ 133,658               $331,187             $ 263,034
                                             ========             =========               ========             =========
                                            
Net loss allocated to General Partners       $      0             $       0               $      0             $       0
                                            
Net income allocated to Class A             
 Limited Partners                            $190,079             $ 286,809               $331,187             $ 568,054
                                            
Net loss allocated to Class B Limited       
 Partners                                    $      0             $(153,151)              $      0             $(305,020)
                                            
                                            
Net income per Class A Limited              
 Partner Unit                                $   0.12             $    0.19               $   0.21             $    0.37
                                            
                                            
Net loss per Class B Limited Partner         
 Unit                                        $      0             $   (0.99)              $      0             $   (1.98) 
                                            
Cash distribution per Class A Limited       
 Partner Unit                                $   0.18             $    0.15               $   0.35             $    0.32
 
</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, 1996 AND THE SIX MONTHS ENDED
                                 JUNE 30, 1997

                                        
<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, 1995      1,541,017   $13,736,181   159,585   $ 604,978         $0  $14,341,159
Net income (loss)                       0     1,095,296         0    (589,646)         0      505,650
Partnership distributions               0    (1,006,239)        0           0          0   (1,006,239)
Class B conversion elections        5,399        15,332    (5,399)    (15,332)         0            0
                                ---------   -----------   -------   ---------   --------  -----------

BALANCE, DECEMBER 31, 1996      1,546,416    13,840,570   154,186           0          0   13,840,570

 
Net income (loss)                       0       331,187         0           0          0      331,187
Partnership distributions               0      (535,963)        0           0          0     (535,963)
Class B conversion elections        5,000             0    (5,000)          0          0            0
                                ---------   -----------   -------   ---------   --------  -----------

BALANCE, JUNE 30, 1997          1,551,416   $13,635,794   149,186   $       0         $0  $13,635,794
                                =========   ===========   =======   =========   ========  ===========
</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, 1997         June 30, 1996
Cash flow from operating activities:          -------------         -------------
 
<S>                                          <C>                    <C>
 
  Net income                                    $ 331,187             $ 263,034
   Adjustments to reconcile net income                           
    to net cash used in operating activities:    (371,133)             (311,605)
      Equity in income of joint venture                        
      Amortization of organization costs            1,042                 3,125
      Changes in assets and liabilities:                           
       Decrease in prepaids & other assets            350                     0                  
       Decrease in accounts payable                (3,518)               (5,000)
                                                ---------             ---------
          Net cash used in operating                                   
           activities                             (42,072)              (50,446)
                                                ---------             ---------
 Cash flow from investing activities:                            
    Distributions received from joint                            
     ventures                                     549,808               540,134
                                                                 
    Investment in joint ventures                  (89,323)                 (225)
                                                ---------             ---------
          Net cash provided by investing                         
           activities                             460,485               539,909
                                                ---------             ---------
                                                                 
  Cash flow from financing activities:                           
    Partnership distributions paid               (509,963)             (507,235)
                                                ---------             ---------
          Net decrease in cash and cash                                
           equivalents                            (91,550)              (17,772)
                                                                 
                                                                 
  Cash and cash equivalents, beginning      
   of year                                        252,283               256,180
                                                ---------             --------- 
                                                                 
  Cash and cash equivalents, end of       
   period                                       $ 160,733             $ 238,408
                                                =========             =========                        
                                                                 
                                                                 
  Supplemental Schedule of noncash                               
   investing activities - deferred                             
   project costs applied to investing      
   activities                                   $   5,843             $       0
                                                =========             ========= 
 
</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 Statements
                                        

(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, 1996.

     (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.

     The Partnership owns interests in the following properties through its
     equity ownership in the following joint ventures; (i) Fund IV and Fund V
     Associates, a joint venture between the Partnership and Wells Real Estate
     Fund IV, L.P. (the "Fund IV - Fund V Joint Venture"); (ii) Fund V and Fund
     VI Associates, a joint venture between the Partnership and Wells Real
     Estate Fund VI, L.P. (the "Fund V - Fund VI Joint Venture"); and (iii) Fund
     V, Fund VI, and Fund VII Associates, a joint venture between the
     Partnership, Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund
     VII, L.P. (the "Fund V-VI-VII Joint Venture").

     As of June 30, 1997, the Partnership owned interests in the following
     properties through its ownership of the foregoing joint ventures: (i) a
     four-story office building located in 

                                       7
<PAGE>
 
     Jacksonville, Florida ("IBM Jacksonville"), which is owned by the Fund IV -
     Fund V Joint Venture; (ii) two substantially identical two-story office
     buildings located in Clayton County, Georgia (the "Medical Center"), which
     are owned by the Fund IV -Fund V Joint Venture; (iii) a four-story office
     building located in metropolitan Hartford, Connecticut (the "Hartford
     Building"), which is owned by the Fund V - Fund VI Joint Venture; (iv) two
     retail buildings located in Clayton County, Georgia ("Stockbridge Village
     II"), which are owned by the Fund V - Fund VI Joint Venture; and (v) a
     three-story office building located in Appleton, Wisconsin (the "Marathon
     Building"), which is owned by the Fund V-VI-VII Joint Venture. All of the
     foregoing properties were acquired on an all cash basis. For further
     information regarding these joint ventures and properties, refer to the
     Partnership's Form 10-K for the year ended December 31, 1996.

(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.
     For further information, refer to the financial statements and footnotes
     included in the Partnership's Form 10-K for the year ended December 31,
     1996.

     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.

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

     General
     -------

     Gross revenues of the Partnership were $376,646 for the six months ended
     June 30, 1997, as compared to $318,735 for the six months ended June 30,
     1996.  Gross revenues and net income have increased for the six months
     ended June 30, 1997, over 1996 levels due 

                                       8
<PAGE>
 
     chiefly to increased income from joint ventures and decreased partnership
     administration expenditures.

     Expenses of the Partnership decreased from $55,701 for the six months June
     30, 1996, to $45,459 for the same period in 1997, due primarily to lower
     printing and postage expenditures.

     Net cash used in operating activities remained relatively stable for six
     months ended June 30, 1997 and 1996.  The change in cash and cash
     equivalents from $(17,772) for the six months ended June 30, 1996 to
     $(91,550) for the six months ended June 30, 1997 was due primarily to the
     increase in investments in joint ventures.

     The Partnership made cash distributions to the Limited Partners holding
     Class A Units of $.18 per Class A Unit for the three months ended June 30,
     1997 and $.15 per Class A Unit for the three months ended June 30, 1996. No
     cash distributions were made to the Limited Partners holding Class B Units
     or to the General Partners.

     The Partnership's distributions paid through the second quarter of 1997,
     have been paid from cash flow from operations and distributions received
     from its equity investments in joint ventures, and the Partnership
     anticipates that distributions will continue to be paid on a quarterly
     basis from such sources.

     The Partnership is unaware of any known demands, commitments, events or
     capital expenditures other than that which is required from the normal
     operations of its properties that will result in the Partnership's
     liquidity increasing or decreasing in a material way.  The Partnership
     expects to meet liquidity requirements and budget demands through cash flow
     from operations.

                                       9
<PAGE>
 
     PROPERTY OPERATIONS
     -------------------

     As of June 30, 1997, the Partnership owned interests in the following
     operational properties:

     IBM Jacksonville /Fund IV - Fund V Joint Venture
     ------------------------------------------------

<TABLE>
<CAPTION>
                                          Three Months Ended               Six Months Ended
                                    -----------------------------   -----------------------------
                                    June 30, 1997   June 30, 1996   June 30, 1997   June 30, 1996
                                    -------------   -------------   -------------   -------------
<S>                                 <C>             <C>             <C>             <C>
Revenues:
Rental Income                          $382,492        $365,993        $748,613        $731,985
                                     
Expenses:                            
  Depreciation                           79,511          79,296         159,005         158,592
  Management & leasing expenses          44,397          49,778          87,762          93,754
  Other operating expenses               11,691          66,121         117,174         186,401
                                       --------        --------        --------        --------
                                        135,599         195,195         363,941         438,747
                                       --------        --------        --------        --------
                                     
Net income                             $246,893        $170,798        $384,672        $293,238
                                       ========        ========        ========        ========
                                     
Occupied %                                  100%            100%            100%            100%
                                     
Partnership's Ownership % in the     
  Fund IV - Fund V Joint Venture           62.2%           61.9%           62.2%           61.9%
                                     
Cash Distribution to Partnership       $157,688        $125,434        $284,769        $244,458
                                     
Net Income Allocated to the          
  Partnership                          $153,473        $105,682        $238,969        $181,442
</TABLE>


     Rental income for the IBM Jacksonville increased in 1997 as compared to
     1996 due to rental rate increases.  Operating expenses decreased in 1997
     primarily due to timing differences in the billing of common area
     maintenance reimbursements to  tenants. Cash distributions increased for
     1997 over 1996 due primarily to decreased expenses and the Partnership's
     increased ownership in the Fund IV - Fund V Joint Venture.  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.

                                       10
<PAGE>
 
     The Medical Center Property/Fund IV - Fund V Joint Venture
     ----------------------------------------------------------

<TABLE>
<CAPTION>
                                         Three Months Ended               Six Months Ended
                                     ------------------------------  ------------------------------
                                     June 30, 1997   June 30, 1996   June 30, 1997   June 30, 1996
                                     --------------  --------------  --------------  --------------
<S>                                  <C>             <C>             <C>             <C>
Revenues:                            
  Rental income                           $ 99,181        $105,394        $187,749        $210,580
  Interest income                            2,284           2,665           4,923           5,741
                                          --------        --------        --------        --------
                                           101,465         108,059         192,672         216,321
                                          --------        --------        --------        --------
Expenses:                            
  Depreciation                              41,313          39,882          81,135          79,764
  Management & leasing expenses             18,032          13,839          29,697          24,881
  Other operating expenses                  36,636          71,245          82,052         130,032
                                          --------        --------        --------        --------
                                            95,981         124,966         192,884         234,677
                                          --------        --------        --------        --------
                                     
Net income loss                           $  5,484        $(16,907)       $  (212)        $(18,356)
                                          ========        ========        ========        ========
                                     
Occupied %                                      81%             69%             81%             69%
                                     
Partnership's Ownership % in the     
  Fund IV - Fund V Joint Venture              62.2%           61.9%           62.2%           61.9%
                                     
Cash Distribution to Partnership          $ 29,195        $ 17,009        $ 53,463        $ 41,114
                                     
Net Income (Loss) Allocated to the   
  Partnership                             $  3,408        $(10,461)       $   (128)       $(11,358)
</TABLE>

     Rental income decreased in 1997 as compared to 1996 due primarily to
     adjustments to the straight line rent calculation. Leases are being
     actively pursued on the remaining 6,700 rentable square feet of vacant
     space.  Expenses decreased in 1997 as compared to 1996 levels due primarily
     to a timing difference in operating expense billings to tenants.

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

                                       11
<PAGE>
 
     The Hartford Building/Fund V - Fund VI Joint Venture
     ----------------------------------------------------

<TABLE>
<CAPTION>
                                       Three Months Ended               Six Months Ended
                                  -----------------------------  ------------------------------
                                  June 30, 1997   June 30, 1996   June 30, 1997   June 30, 1996
                                  -------------  --------------  --------------  --------------
<S>                               <C>             <C>             <C>             <C>
Revenues:                         
Rental Income                         $179,375        $179,375        $358,750        $358,750
                                  
Expenses:                         
  Depreciation                          73,002          73,008         146,010         146,016
  Management & leasing expenses          7,175           7,175          15,242          14,350
  Other operating expenses               4,827           4,649         (12,428)          7,824
                                      --------        --------        --------        --------
                                        85,004          84,832         148,824         168,190
                                      --------        --------        --------        --------
                                  
Net income                            $ 94,371        $ 94,543        $209,926        $190,560
                                      ========        ========        ========        ========
                                  
Occupied %                                 100%            100%            100%            100%
                                  
Partnership's Ownership % in the  
  Fund V - Fund VI Joint Venture          47.0%           47.6%           47.0%           47.6%
                                  
Cash Distribution to Partnership      $ 79,350        $ 80,449        $169,126        $161,600
                                  
Net Income Allocated to the       
  Partnership                         $ 44,314        $ 44,963        $ 98,892        $ 90,627
</TABLE>

     Net income increased and expenses decreased in 1997 as compared to 1996 due
     primarily to an insurance reimbursement from the tenant for prior year's
     expenses.

     The Partnership's ownership interest in the Fund V - Fund VI Joint Venture
     decreased from 47.6% in 1996, to 47.0% in 1997, due to additional fundings
     by Wells Fund VI in 1997.

                                       12
<PAGE>
 
     Stockbridge Village II/Fund V - Fund VI Joint Venture
     -----------------------------------------------------

<TABLE>
<CAPTION>
                                            Three Months Ended               Six Months Ended
                                      ------------------------------  ------------------------------
                                      June 30, 1997   June 30, 1996   June 30, 1997   June 30, 1996
                                      --------------  --------------  --------------  --------------
<S>                                   <C>             <C>             <C>             <C>
Revenues:                             
Rental Income                             $  55,942         $50,056        $119,278         $96,517
                                      
Expenses:                             
  Depreciation                               22,827          19,761          43,692          39,522
  Management & leasing expenses               6,440           5,382          11,354           9,979
  Other operating expenses                   59,890          19,623          92,246          38,798
                                          ---------         -------        --------         -------
                                             89,157          44,766         147,292          88,299
                                          ---------         -------        --------         -------
                                      
Net income (loss)                         $ (33,215)        $ 5,290        $(28,014)        $ 8,218
                                          =========         =======        ========         =======
                                      
Occupied %                                       66%             61%             66%             61%
                                      
Partnership's Ownership % in the      
  Fund V - Fund VI Joint Venture               47.0%           47.6%           47.0%           47.6%
                                      
Cash Distribution to Partnership          $  (6,027)        $11,509        $  5,366         $21,894
                                      
Net Income (Loss) Allocated to the           
  Partnership                             $ (15,596)        $ 2,517        $(13,142)        $ 3,908
</TABLE>

     Rental income increased in 1997, as compared to the same period in 1996,
     due primarily to a new tenant occupying 4,969 square feet in February that
     increased rental revenue.  Net income has decreased in 1997, as compared to
     1996, due primarily to a bad debt reserve for Glenn's Open Pit Bar-B-Que
     which has vacated 4,303 square feet of space as of April 1, 1997.  The
     receivable from this tenant has been turned over to lawyers for collection.
     Efforts are being made to re-lease the space.

     The Partnership's ownership percentage in the Fund V - Fund VI Joint
     Venture decreased to 47.0% for 1997, as compared to 47.6% in 1996, 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.

                                       13
<PAGE>
 
     The Marathon Building/Fund V-VI-VII Joint Venture
     -------------------------------------------------

<TABLE>
<CAPTION>
                                          Three Months Ended               Six Months Ended
                                    ------------------------------  ------------------------------
                                    June 30, 1997   June 30, 1996   June 30, 1997   June 30, 1996
                                    --------------  --------------  --------------  --------------
<S>                                 <C>             <C>             <C>             <C>
Revenues:                          
Rental Income                            $242,755        $242,754        $482,711        $485,508
                                   
Expenses:                          
  Depreciation                             87,646          87,647         175,292         175,292
  Management & leasing expenses             9,890           9,710          19,892          19,420
  Other operating expenses                  3,635           5,152           4,763           8,850
                                         --------        --------        --------        --------
                                          101,171         102,509         199,947         203,562
                                         --------        --------        --------        --------
                                   
Net income                               $141,584        $140,245        $282,764        $281,946
                                         ========        ========        ========        ========
                                   
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         $ 38,116        $ 35,101        $ 76,644        $ 70,441
                                   
Net Income Allocated to the        
  Partnership                            $ 23,305        $ 23,085        $ 46,543        $ 46,408
</TABLE>

     Rental income decreased for the six months ended June 30, 1997, compared to
     the same period of 1996, due to a one-time adjustment of straight-line rent
     in the first quarter of 1997.  A small increase in management and leasing
     fees was offset by a decrease in operating expenses, primarily accounting
     and administrative fees.  Cash distributions to the Partnership increased
     for the six months ended June 30, 1997, compared to 1996, due to the
     scheduled increased in rent which became effective January 1, 1997.

                                       14
<PAGE>
 
                          PART II - OTHER INFORMATION
                          ---------------------------

     ITEM 6 (b). No reports on Form 8-K were filed during the second quarter of
     1997.

                                   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: August 8, 1997            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.

                                       15

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<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                         160,733
<SECURITIES>                                13,450,734
<RECEIVABLES>                                  298,320
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
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<TOTAL-ASSETS>                              13,909,787
<CURRENT-LIABILITIES>                          273,993
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  13,635,794
<TOTAL-LIABILITY-AND-EQUITY>                13,909,787
<SALES>                                              0
<TOTAL-REVENUES>                               376,646
<CGS>                                                0
<TOTAL-COSTS>                                   45,459
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                331,187
<INCOME-TAX>                                   331,187
<INCOME-CONTINUING>                            331,187
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   331,187
<EPS-PRIMARY>                                      .21
<EPS-DILUTED>                                        0
        

</TABLE>


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