WELLS REAL ESTATE FUND V L P
10-Q, 1998-08-12
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, 1998   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
<TABLE>
<CAPTION>
 
                Item 1. Financial Statements
<S>                                                <C>
 
                           Balance Sheets - June 30, 1998
                            and December 31, 1997.......................... 3
 
                           Statements of Income for the Three
                            Months and the Six Months Ended June 30, 1998
                            and 1997....................................... 4
 
                           Statement of Partners' Capital
                            for the Year Ended December 31, 1997,
                            and the Six Months Ended June 30, 1998......... 5
 
                           Statements of Cash Flows for the Six  Months
                            Ended June 30, 1998 and 1997................... 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
</TABLE>

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

                                        
                                BALANCE SHEETS

<TABLE>
<CAPTION>
                      Assets                                   June 30, 1998            December 31, 1997
                      ------                                   -------------            -----------------
 
<S>                                                           <C>                    <C>
Investment in joint ventures (Note 2)                          $  12,956,210            $  13,189,076
Cash and cash equivalents                                             83,779                   91,678
Due from affiliates                                                  338,597                  305,710
                                                               -------------            -------------
 
     Total assets                                              $  13,378,586            $  13,586,464
                                                               =============            =============
 
 
       Liabilities and Partners' Capital
       ---------------------------------
 
Liabilities:
 Partnership distributions payable                             $     300,006            $     288,518
                                                               -------------            -------------
 
Partners' capital:
 Limited partners
  Class A  1,551,416 Units outstanding                            13,078,580               13,297,946
  Class B  149,186 Units outstanding                                       0                        0
                                                               -------------            -------------
 
     Total partners' capital                                      13,078,580               13,297,946
                                                               -------------            -------------
 
     Total liabilities and partners' capital                   $  13,378,586            $  13,586,464
                                                               =============            =============
</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, 1998      June 30, 1997            June 30, 1998       June 30, 1997

                                                       -------------      -------------            -------------       -------------

                                        
Revenues:
<S>                                                  <C>                       <C>                     <C>                      <C>

  Equity in income of joint
   ventures (Note 2)                              $ 238,842               $ 208,902                $ 407,432               $ 371,133

  Interest income                                     1,155                   2,453                    2,442                   5,513

                                                  ---------               ---------                ---------               ---------

                                                    239,997                 211,355                  409,874                 376,646


Expenses:
  Legal and accounting                                8,649                   5,835                   13,420                  15,096

  Computer costs                                      1,837                   1,651                    3,854                   4,144

  Partnership administration                         12,643                  13,790                   22,936                  25,177

  Amortization of organization
     Costs                                                0                       0                        0                   1,042

                                                  ---------               ---------                ---------               ---------

                                                     23,129                  21,276                   40,210                  45,459

                                                  ---------               ---------                ---------               ---------

  Net income                                      $ 216,868               $ 190,079                $ 369,664               $ 331,187

                                                  =========               =========                =========               =========


Net loss allocated to General
 Partners                                         $      0                $      0                 $      0                $      0


Net income allocated to
  Class A Limited Partners                        $ 216,868               $ 190,079                $ 369,664               $ 331,187


Net loss allocated to Class
  B Limited Partners                              $       0               $       0                $       0               $       0


Net income per Class A
  Limited Partner Unit                            $    0.14               $    0.12                $    0.24               $    0.21


Net loss per Class B Limited
  Partner Unit                                    $     .00               $     .00                $     .00               $     .00


Cash distribution per Class A
  Limited Partner Unit                            $    0.19               $    0.18                $    0.38               $    0.35


</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, 1997 AND THE SIX MONTHS ENDED
                                 JUNE 30, 1998


                                        
<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, 1996                 1,546,416     $13,840,570         154,186     $    0         $    0       $13,840,570


  Net income (loss)                                0         559,801               0          0               0          559,801
  Partnership distributions                        0      (1,102,425)              0          0               0       (1,102,425)
  Class B conversion                           5,000               0          (5,000)         0               0                0
   elections                               ---------     -----------         -------    -------         -------      -----------
 BALANCE, DECEMBER 31, 1997                1,551,416     $13,297,946         149,186          0               0       13,297,946

  Net income                                       0         369,664               0          0               0          369,664
  Partnership distributions                        0        (589,030)              0          0               0         (589,030)
                                           ---------     -----------         -------   --------         -------      -----------
  BALANCE, JUNE 30, 1998                   1,551,416     $13,078,580         149,186   $      0         $     0      $13,078,580
                                           =========     ===========         =======   ========         =======      ===========
</TABLE>

                 See accompanying condensed notes to financial

                                        


                                        
                                        

                                       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, 1998                June 30, 1997
                                                                     -------------                -------------
 
Cash flows from operating activities:
<S>                                                           <C>                          <C>
 Net income                                                                    $ 369,664                    $ 331,187
 Adjustments to reconcile net income to net cash
  used in operating activities:
   Equity in income of joint ventures                                           (407,432)                    (371,133)
   Amortization of organization costs                                                  0                        1,042
   Changes in assets and liabilities:
     Decrease in prepaid and other assets                                              0                          350
 
     Decrease in accounts payable                                                      0                       (3,518)
                                                                               ---------                    ---------
       Net cash used in operating activities                                     (37,768)                     (42,072)
                                                                               ---------                    ---------
 
Cash flows from investing activities:
 Investment in joint ventures                                                          0                      (89,323)
 Distributions received from joint ventures                                      607,411                      549,808
                                                                               ---------                    ---------
       Net cash provided by   investing activities                               607,411                      460,485
 
Cash flows from financing activities:
 Partnership distributions paid                                                 (577,542)                    (509,963)
                                                                               ---------                    ---------
 
Net decrease in cash and cash equivalents                                         (7,899)                     (91,550)
 
Cash and cash equivalents, beginning of year                                      91,678                      252,283
                                                                               ---------                    ---------
 
Cash and cash equivalents, end of period                                       $  83,779                    $ 160,733
                                                                               =========                    =========
 
Supplemental  Schedule of noncash investing   
 activities:
  Deferred project costs applied to investing activities                       $       0                    $   5,843
                                                                               =========                    =========
</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)  Summary of Significant Accounting Policies
     ------------------------------------------

     (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 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, 1998, the Partnership owned interests in the following
     properties through its ownership in the foregoing joint ventures: (i) a
     four-story office building located in 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, 1997.

                                       7
<PAGE>
 
     (b) 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, 1997.

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

     The Partnership owns interests in five properties through its investment in
     joint ventures of which four are office building properties and one is a
     retail property.  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,
     1997.

     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 from any forward-looking
     statement made in this Report, which include construction costs which may
     exceed estimates, construction delays, lease-up risks, inability to obtain
     new tenants upon expiration of existing leases, and the potential need to
     fund tenant improvements or other capital expenditures out of operating
     cash flow.

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

     General
     -------

     As of June 30, 1998, the properties owned by the Partnership were 95%
     occupied. Gross revenues of the Partnership were $409,874 for the six
     months ended June 30, 1998, as compared to $376,646 for the six months
     ended June 30, 1997.  Gross revenues and net income have increased for the
     six months  ended June 30, 1998, over 1997 levels due chiefly

                                       8
<PAGE>
 
     to increased income from joint ventures and a decrease in legal, accounting
     and partnership administration expenses.

     Net cash used in operating activities remained relatively stable for the
     six months ended June 30, 1998 and 1997.  The increase in cash and cash
     equivalents from $(91,550) for the six months ended June 30, 1997, to
     $(7,899) for the six months ended June 30, 1998, was due primarily to a
     decrease in investments in joint ventures.

     The Partnership made cash distributions to the Limited Partners holding
     Class A Units of $.19 per Class A Unit for the three months ended June 30,
     1998, as compared to distributions of $.18 per Class A Unit for the three
     months ended June 30, 1997.   No cash distributions were made to the
     Limited Partners holding Class B Units or to the General Partners.

     The Partnership expects to continue to meet its short-term liquidity
     requirements and budget demands generally through net cash provided by
     operations which the Partnership believes will continue to be adequate to
     meet both operating requirements and distributions to Limited Partners.  At
     this time, given the nature of the joint ventures in which the Partnership
     has invested, there are no known improvements and renovations to the
     properties expected to be funded from cash flow from operations.

     The General Partners have verified that all operational computer systems
     are year 2000 compliant.  This includes systems supporting accounting,
     property management and investor services.  Also, as part of this review,
     all building control systems have been verified as compliant.  The current
     line of business applications are based on compliant operating systems and
     database servers.  All of these products are scheduled for additional
     upgrades before the year 2000.  Therefore, it is not anticipated that the
     year 2000 will have significant impact on operations.

     Recent Accounting Pronouncements
     --------------------------------

     Statement of Financial Accounting Standards (SFAF) No. 130, "Reporting
     Comprehensive Income", requires certain transactions (e.g., unrealized
     gains/losses on available for sale securities) that are not reflected in
     net income to be displayed as other comprehensive income.  The Statement
     also requires an entity to report total comprehensive income (i.e., net
     income plus other comprehensive income) for every period in which an income
     statement is presented.  SFAS No. 130 is effective for annual and interim
     periods beginning after December 13, 1997.  None of the transactions
     required to be reported in other comprehensive income pertain to the
     Partnership; consequently, adoption of this statement had no impact on the
     partnership's disclosures.

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

As of June 30, 1998, the Partnership owned interests in the following
operational properties:

The Marathon Building/Fund V-VI-VII Joint Venture
- -------------------------------------------------

<TABLE>
<CAPTION>
                                            Three Months Ended                                  Six Months Ended
                                  --------------------------------------             ------------------------------------
                                  June 30, 1998            June 30, 1997             June 30, 1998          June 30, 1997
                                  -------------            -------------             -------------          -------------
<S>                                         <C>                        <C>                      <C>                 <C>
Revenues:
 Rental income                         $243,184                 $242,755                  $485,938               $482,711
 
Expenses:
 Depreciation                            87,646                   87,646                   175,292                175,292
 Management & leasing expenses            9,890                    9,890                    19,780                 19,892
 Other operating expenses                 3,099                    3,635                     6,741                  4,763
                                       --------                 --------                  --------               --------
                                        100,635                  101,171                   201,813                199,947
                                       --------                 --------                  --------               --------
 
Net income                             $142,549                 $141,584                  $284,125               $282,764
                                       ========                 ========                  ========               ========
 
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       $ 38,275                 $ 38,116                  $ 76,389               $ 76,644
 
Net income allocated to the
 Partnership                           $ 23,463                 $ 23,305                  $ 46,767               $ 46,543
</TABLE>



Rental income increased for the six months ended June 30, 1998, compared to the
same period of 1997, due to a correction of straight-line rent in the first
quarter of 1997.  Operating expenses increased slightly, due primarily to
accounting and administrative fees increasing, as compared to 1997.  Cash
distributions to the Partnership and net income allocated to the Partnership
remained relatively stable for the six months ended June 30, 1998 and 1997.

                                       10
<PAGE>
 
IBM Jacksonville /Fund IV - Fund V Joint Venture
- ------------------------------------------------

<TABLE>
<CAPTION>
                                                                 Three Months Ended                        Six Months Ended
                                                         ----------------------------------       ---------------------------------
                                                         June 30, 1998        June 30, 1997       June 30, 1998       June 30, 1997
                                                         -------------        -------------       -------------       -------------

Revenues:
<S>                                                           <C>                 <C>                      <C>                 <C>
 Rental income                                         $  365,896        $  365,992             $  731,888          $  732,113

Expenses:
 Depreciation                                              79,524            79,511                159,048             159,005
 Management & leasing expenses                             51,801            44,397                 98,477              87,762
 Other operating expenses                                 (7,083)           (4,809)                 98,277             100,674
                                                       ----------        ----------             ----------          ----------
                                                          124,242           119,099                355,802             347,441
                                                       ----------        ----------             ----------          ----------

Net income                                             $  241,654        $  246,893             $  376,086          $  384,672
                                                       ==========        ==========             ==========          ==========

Occupied %                                                   100%              100%                   100%                100%

Partnership's Ownership % in the
 Fund IV  Fund V Joint Venture                              62.4%             62.2%                  62.4%               62.2%

Cash distribution to Partnership                       $  157,264        $  157,688             $  281,897          $  284,769

Net income allocated to the
 Partnership                                           $  150,706        $  153,472             $  234,544          $  238,968
</TABLE>


Rental income for the IBM Jacksonville Building remained relatively stable in
1998, as compared to 1997 figures.  Operating expenses increased slightly in
1998 due primarily to increased management and leasing expenses.  Cash
distributions remained relatively stable for 1998 and 1997.  The Partnership
contributed cash fundings to the Joint Venture for construction, which increased
the Partnership's ownership interest in the Fund IV - Fund V Joint Venture

                                       11
<PAGE>
 
The Medical Center Property/Fund IV - Fund V Joint Venture
- ----------------------------------------------------------

<TABLE>
<CAPTION>
                                                          Three Months Ended                               Six Months Ended
                                                --------------------------------------             -------------------------------
                                                June 30, 1998            June 30, 1997             June 30, 1998     June 30, 1997
                                                -------------            -------------             -------------     -------------
<S>                                            <C>                        <C>                      <C>                 <C>
Revenues:
 Rental income                                    $  118,712                 $  99,181                $  236,039          $187,749
 Interest income                                       2,572                     2,284                     4,519             4,923
                                                   ---------                  --------                  --------          --------
                                                     121,284                   101,465                   240,558           192,672
                                                   ---------                  --------                  --------          --------

Expenses:
 Depreciation                                         44,524                    41,313                    89,048            81,135
 Management & leasing expenses                        15,874                    18,032                    30,670            29,697
 Other operating expenses                             32,795                    36,636                    80,471            82,052
                                                   ---------                  --------                  --------          --------
                                                      93,193                    95,981                   200,189           192,884
                                                   ---------                  --------                  --------          --------

Net income (loss)                                  $  28,091                  $  5,484                 $  40,369         $   (212)
                                                   =========                  ========                 =========         =========

Occupied %                                               82%                       82%                       82%               82%

Partnership's Ownership % in the
 Fund IV  Fund V Joint Venture                         62.4%                     62.2%                     62.4%             62.2%

Cash distribution to Partnership                   $  50,138                 $  29,195                 $  90,143         $  53,463

Net income (loss) allocated to the
 Partnership                                       $  17,519                  $  3,408                 $  25,176         $   (128)
</TABLE>


Rental income, expenses and cash distributions increased in 1998, over 1997, due
primarily to an increase in the occupancy level of the property in the second
quarter of 1997 and a correction in the straight-line rent in 1997.  The
Partnership contributed cash fundings to the Joint Venture for construction,
which increased the Partnership's ownership interest in the Fund IV - Fund V
Joint Venture.

                                       12
<PAGE>
 
The Hartford Building/Fund V - Fund VI Joint Venture
- ----------------------------------------------------

<TABLE>
<CAPTION>
                                                 Three Months Ended                              Six Months Ended
                                       --------------------------------------            -------------------------------
                                       June 30, 1998            June 30, 1997            June 30, 1998     June 30, 1997
                                       -------------            -------------            -------------     -------------
<S>                                    <C>                  <C>                      <C>                 <C>
Revenues:
 Rental income                            $  179,375               $  179,375            $  358,750           $  358,750

Expenses:
 Depreciation                                 73,005                   73,002               146,010              146,010
 Management & leasing expenses                 7,242                    7,175                12,898               15,242
 Other operating expenses                      4,566                    4,827                 9,788             (12,428)
                                          ----------                ---------            ----------           ----------
                                              84,813                   85,004               168,696              148,824
                                          ----------                ---------            ----------           ----------

Net income                                $   94,562                $  94,371            $  190,054           $  209,926
                                          ==========                =========            ==========           ==========

Occupied %                                      100%                     100%                  100%                 100%

Partnership's Ownership % in the
 Fund V  Fund VI Joint Venture                 46.5%                    47.0%                 46.5%                47.0%

Cash distribution to Partnership           $  78,749                $  79,350            $  157,192           $  169,126

Net income allocated to the
 Partnership                               $  44,000                $  44,314             $  88,432           $   98,892
</TABLE>


Net income decreased and expenses increased for the six months ended June 30,
1998, as compared to 1997, due primarily to an insurance reimbursement from the
tenant in 1997, which was recorded in the first quarter of 1997, in other
operating expenses.

The Partnership's ownership interest in the Fund V - Fund VI Joint Venture
decreased from 47.0% in 1997, to 46.5% in 1998, due to additional fundings by
Wells Fund VI in 1997, which caused a decrease in the Partnership's ownership
interest in the Fund V - Fund VI Joint Venture.

                                       13
<PAGE>
 
Stockbridge Village II/Fund V - Fund VI Joint Venture
- -----------------------------------------------------

<TABLE>
<CAPTION>
                                                Three Months Ended                      Six Months Ended
                                        ---------------------------------        -------------------------------
                                        June 30, 1998        June 30, 1997       June 30, 1998     June 30, 1997
                                        -------------        -------------       -------------     ------------- 
<S>                                     <C>                  <C>                 <C>               <C>
Revenues:
 Rental income                             $  58,944           $    55,942        $  117,888         $  119,278

Expenses:
 Depreciation                                 25,425                22,827            51,128             43,692
 Management & leasing expenses                 7,072                 6,440            15,674             11,354
 Other operating expenses                     19,669                59,890            24,193             92,246
                                           ---------           -----------       -----------         ----------
                                              52,166                89,157            90,995            147,292
                                           ---------           -----------        ----------         ----------

Net income (loss)                          $   6,778           $  (33,215)        $   26,893        $  (28,014)
                                           =========           ===========        ==========        ===========

Occupied %                                       72%                   66%               72%                66%

Partnership's Ownership % in the
 Fund V  Fund VI Joint Venture                 46.5%                 47.0%             46.5%              47.0%

Cash distribution to Partnership           $  14,171           $   (6,027)        $   34,677        $     5,366

Net income (loss) allocated to the
 Partnership                               $   3,154           $  (15,596)        $   12,513        $  (13,142)
</TABLE>


Other operating expenses decreased and net income increased in 1998, as compared
to 1997, due primarily to a bad debt reserve recorded in 1997, for Glenn's Open
Pit Bar-B-Que which had vacated 4,303 square feet of space as of April 1, 1997.
Efforts are being made to re-lease the space.

The Partnership's ownership percentage in the Fund V - Fund VI Joint Venture
decreased to 46.5% for 1998, as compared to 47.0% in 1997, due to additional
fundings by Wells Fund VI which increased Wells Fund VI's and caused a decrease
in the Partnership's ownership interest in the Fund V - Fund VI Joint Venture.

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

ITEM 6 (b). No reports on Form 8-K were filed during the second quarter of 1998.

                                  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 10, 1998  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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