<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] Amendment No. 1 to Form 10-K
[_] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1996 or
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[_] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from to
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Commission file number 0-21580
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Wells Real Estate Fund V, L.P.
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(Exact name of registrant as specified in its charter)
Georgia 58-1936904
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
3885 Holcomb Bridge Road Norcross, Georgia 30092
- ------------------------------------------- -----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
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Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of exchange on which registered
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NONE NONE
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Securities registered pursuant to Section 12 (g) of the Act:
CLASS A UNITS
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(Title of Class)
CLASS B UNITS
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(Title of Class)
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
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Aggregate market value of the voting stock held by
non-affiliates: Not Applicable
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<PAGE>
The information contained in the Form 10-K of Wells Real Estate Fund V
dated December 31, 1996 (File No. 0-21580) is hereby amended to (i) include the
financial statements for the Hartford Property which are contained on pages F-1
through F-9 of this Form 10-K/A and (ii) amend Item 14 of Part IV of the Form
10-K to list the additional financial statements filed in this Amendment.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules, and Report on Form 8-K
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Paragraph (a)1. of Item 14 of Part IV of the Form 10-K of Wells Real
Estate Fund V dated December 31, 1996, is hereby amended and restated as
follows:
"(a)1 Financial Statements
Information with respect to this item is contained on Pages F-2 to F-27
of the Annual Report on Form 10-K dated December 31, 1996. See Index to
Financial Statements on page F-1 of said Annual Report on Form 10-K.
Additional financial statements for the Hartford Property are submitted
at the end of this Amendment on Pages F-1 through F-9 of this Amendment
to Form 10-K and are hereby incorporated herein by reference. The
following Financial Statements are filed as a part of this Amendment:
<TABLE>
<CAPTION>
Page
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<S> <C>
Independent Auditors' Report F-2
Balance Sheets for the Hartford F-3
Property dated December 31, 1996
and 1995
Statements of Income for the Hartford F-4
Property for the years ended
December 31, 1996, 1995 and 1994
Statements of Partners' Capital for F-5
the Hartford Property for the
years ended December 31, 1996,
1995 and 1994
Statements of Cash Flow for the F-6
Hartford Property for the years
ended December 31, 1996, 1995 and
1994
Notes to Financial Statements F-7"
</TABLE>
2
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SIGNATURES
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Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized this 12th day of September,
1997
Wells Real Estate Fund V, L.P.
(Registrant)
By: /s/Leo F. Wells, III
--------------------------------
Leo F. Wells, III
Individual General Partner and
as President of Wells Capital,
Inc., the Corporate General
Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the capacity as and on the date indicated.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C> <C>
/s/Leo F. Wells, III Individual General Partner, September 12, 1997
- -------------------- President and Sole Director of
Leo F. Wells, III Wells Capital, Inc., the
Corporate General Partner
</TABLE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRARS WHICH HAVE NOT BEEN REGISTERED PURSUANT TO
SECTION 12 OF THE ACT.
No annual report or proxy material relating to an annual or other meeting of
security holders has been sent to security holders.
3
<PAGE>
ARTHUR ANDERSEN LLP
The Hartford Building
Financial Statements as of December 31, 1996, 1995, and 1994
Together With
Auditors' Report
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
Wells Real Estate Fund V, L.P. and
Wells Real Estate Fund VI, L.P.:
We have audited the accompanying balance sheets of THE HARTFORD BUILDING as of
December 31, 1996 and 1995 and the related statements of income, partners'
capital, and cash flows for each of the three years in the period ended December
31, 1996. These financial statements are the responsibility of the building's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Hartford Building as of
December 31, 1996 and 1995 and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1996, in conformity
with generally accepted accounting principles.
Atlanta, Georgia /s/Arthur Andersen LLP
June 26, 1997
F-2
<PAGE>
THE HARTFORD BUILDING
BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
ASSETS
<TABLE>
<CAPTION>
1996 1995
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<S> <C> <C>
REAL ESTATE ASSETS:
Land $ 528,042 $ 528,042
Building and improvements, less accumulated depreciation of $668,698 in
1996 and $376,667 in 1995 6,133,743 6,425,774
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Total real estate assets 6,661,785 6,953,816
CASH 157,443 183,695
DUE FROM AFFILIATES 11,767 0
ACCOUNTS RECEIVABLE 46,348 53,048
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Total assets $6,877,343 $7,190,559
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Payable to joint venture partners $ 171,064 $ 167,566
Due to affiliates 0 18,251
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Total liabilities 171,064 185,817
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COMMITMENTS AND CONTINGENCIES (Note 4)
PARTNERS' CAPITAL:
Wells Real Estate Fund V, L.P. 3,466,241 3,608,074
Wells Real Estate Fund VI, L.P. 3,240,038 3,396,668
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Total partners' capital 6,706,279 7,004,742
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Total liabilities and partners' capital $6,877,343 $7,190,559
========== ==========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
<PAGE>
THE HARTFORD BUILDING
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
REVENUES:
Rental income $717,499 $717,499 $717,499
-------- -------- --------
EXPENSES:
Depreciation 292,031 199,551 170,058
Operating costs, net of reimbursements 10,494 14,612 42,598
Management and leasing fees 28,700 28,700 27,554
Legal and accounting 2,044 4,821 15,262
Computer costs 1,410 1,749 2,676
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334,679 249,433 258,148
-------- -------- --------
NET INCOME $382,820 $468,066 $459,351
======== ======== ========
NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND V, L.P. $181,919 $227,788 $243,653
======== ======== ========
NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND VI, L.P. $200,901 $240,278 $215,698
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
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THE HARTFORD BUILDING
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
Wells Real Wells Real Total
Estate Estate Partners'
Fund V, L.P. Fund VI, L.P. Capital
--------------- --------------- -------------
<S> <C> <C> <C>
BALANCE, DECEMBER 31, 1993 $3,744,906 $3,551,652 $7,296,558
Net income 243,653 215,698 459,351
Contributions 0 26,867 26,867
Distributions (280,678) (291,372) (572,050)
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BALANCE, DECEMBER 31, 1994 3,707,881 3,502,845 7,210,726
Net income 227,788 240,278 468,066
Distributions (327,595) (346,455) (674,050)
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BALANCE, DECEMBER 31, 1995 3,608,074 3,396,668 7,004,742
Net income 181,919 200,901 382,820
Distributions (323,752) (357,531) (681,283)
--------------- --------------- -------------
BALANCE, DECEMBER 31, 1996 $3,466,241 $3,240,038 $6,706,279
=============== =============== =============
</TABLE>
The accompanying notes are an integral part of these statements.
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THE HARTFORD BUILDING
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $382,820 $468,066 $459,351
-------- -------- --------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 292,031 199,551 170,058
Changes in assets and liabilities:
Accounts receivable 6,700 6,700 (59,749)
Due to/from affiliates (30,018) 46,069 (27,818)
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Total adjustments 268,713 252,320 82,491
-------- -------- --------
Net cash provided by operating activities 651,533 720,386 541,842
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate 0 0 (25,748)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions from joint venture partners 0 0 25,748
Distributions to joint venture partners (677,785) (668,436) (410,097)
-------- -------- --------
Net cash used in financing activities (677,785) (668,436) (384,349)
-------- -------- --------
NET (DECREASE) INCREASE IN CASH (26,252) 51,950 131,745
CASH, BEGINNING OF YEAR 183,695 131,745 0
-------- -------- --------
CASH, END OF YEAR $157,443 $183,695 $131,745
======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
THE HARTFORD BUILDING
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996, 1995, AND 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
The Hartford Building ("Hartford") is a four-story office building located
in Southington, Connecticut. The building is owned by Fund V and VI
Associates, a joint venture between Wells Real Estate Fund V, L.P. ("Fund
V") and Wells Real Estate Fund VI, L.P. ("Fund VI"). Fund V owns 47%, 48%,
and 52% of Hartford and Fund VI owns 53%, 52% and 48% of Hartford at
December 31, 1996, 1995, and 1994, respectively. Allocation of net income
(loss) and distributions are made in accordance with ownership
percentages.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Income Taxes
Hartford is not deemed to be a taxable entity for federal income tax
purposes.
Real Estate Assets
Real estate assets are stated at cost, less accumulated depreciation.
Major improvements and betterments are capitalized when they extend the
useful life of the related asset. All repairs and maintenance are expensed
as incurred.
In March 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," which was effective for fiscal years beginning after December 15,
1995. SFAS No. 121 establishes standards for determining when impairment
losses on long-lived assets have occurred and how impairment losses should
be measured. Hartford adopted SFAS No. 121 effective January 1, 1995. The
impact of adopting SFAS No. 121 was not material to the financial
statements of Hartford.
Management continually monitors events and changes in circumstances which
could indicate that carrying amounts of real estate assets may not be
recoverable. When events
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or changes in circumstances are present which indicate that the carrying
amount of real estate assets may not be recoverable, management assesses
the recoverability of real estate assets under SFAS No. 121 by determining
whether the carrying value of such real estate assets will be recovered
through the future cash flows expected from the use of the asset and its
eventual disposition. Management has determined that there has been no
impairment in the carrying value of the Hartford real estate assets as of
December 31, 1996.
Depreciation is calculated using the straight-line method over the
estimated useful lives of the real estate assets. Effective October 1,
1995, Hartford revised its estimate of the useful lives of buildings and
improvements from 40 to 25 years. This change was made to better reflect
the estimated periods during which such assets will remain in service. The
change had the effect of increasing depreciation expense approximately
$29,487 in the fourth quarter of 1995 and $121,970 in the year ended
December 31, 1996.
Revenue Recognition
The lease on the Hartford real estate assets is classified as an operating
lease, and the related rental income is recognized on a straight-line
basis over the terms of the lease.
2. RENTAL INCOME
The future minimum rental income due Hartford under noncancelable
operating leases at December 31, 1996 is as follows:
<TABLE>
<CAPTION>
Year ending December 31:
<S> <C>
1997 $ 724,200
1998 724,200
1999 724,200
2000 724,200
2001 724,200
Thereafter 1,388,050
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$5,009,050
==========
</TABLE>
One tenant contributed 100% of rental income for the year ended December
31, 1996 and represents 100% of the future minimum rental income above.
3. RELATED-PARTY TRANSACTIONS
Hartford entered into a property management agreement with Wells
Management Company, Inc. ("Wells Management"), an affiliate of Hartford.
In consideration for supervising the management of Hartford, Hartford will
generally pay Wells Management management and leasing fees equal to (a) 3%
of the gross revenues for management and 3% of the gross revenues for
leasing (aggregate maximum of 6%) plus a separate fee for the one-time
initial lease-up of newly constructed properties in an amount not to
exceed the fee customarily charged in arm's-length transactions by others
rendering similar services in the same geographic area for similar
properties or (b) in the case of commercial properties which are leased on
a long-term net basis (ten or more years), 1% of the gross
<PAGE>
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revenues except for initial leasing fees equal to 3% of the gross revenues
over the first five years of the lease term.
Hartford incurred management and leasing fees of $28,700, $28,700, and
$27,554 for the years ended December 31, 1996, 1995, and 1994,
respectively, which were paid to Wells Management.
4. COMMITMENTS AND CONTINGENCIES
Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against Hartford. In the normal course of
business, Hartford may become subject to such litigation or claims.
