WELLS REAL ESTATE FUND V L P
10-Q, 1999-11-12
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       September 30, 1999 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
    --------    -------

                                       1
<PAGE>

                                   Form 10-Q
                                   ---------

                        Wells Real Estate Fund V, L.P.
                        ------------------------------

                                     INDEX
                                     -----


                                                                     Page No.
                                                                     --------


PART I.   FINANCIAL INFORMATION


          Item 1. Financial Statements


                    Balance Sheets - September 30, 1999
                    and December 31, 1998..................................3

                    Statements of Income for the Three
                    Months and the Nine Months Ended September 30, 1999
                    and 1998...............................................4

                    Statement of Partners' Capital
                    for the Year Ended December 31, 1998,
                    and the Nine Months Ended September 30, 1999...........5

                    Statements of Cash Flows for the Nine Months
                    Ended September 30, 1999 and 1998......................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...............................................16

                                       2
<PAGE>

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

                                BALANCE SHEETS



<TABLE>
<CAPTION>
                     Assets                                     September 30, 1999             December 31, 1998
                     ------                                     ------------------             -----------------
<S>                                                             <C>                            <C>

Investment in joint ventures (Note 2)                                   $12,314,473                  $12,673,831
Cash and cash equivalents                                                    67,819                       63,998
Due from affiliates                                                         256,330                      300,674
                                                                       ------------                  -----------


          Total assets                                                  $12,638,622                  $13,038,503
                                                                        ===========                  ===========

         Liabilities and Partners' Capital
         ---------------------------------

Liabilities:

  Accounts payable                                                      $         0                  $     4,274
  Partnership distributions payable                                         300,597                      273,916
                                                                        -----------                  -----------
                                                                            300,597                      278,190
                                                                        -----------                  -----------

Partners' capital:
  Limited partners
    Class A - 1,560,416 units outstanding at
        September 30, 1999 and 1,559,021 at
         December 31, 1999                                               12,338,025                   12,760,313
    Class B - 140,186 units outstanding at
     September 30, 1999 and 141,581 at
      December 31, 1999                                                           0                            0
                                                                        -----------                  -----------


          Total partners' capital                                        12,338,025                   12,760,313
                                                                        -----------                  -----------

                Total liabilities and partners'
                 capital                                                $12,638,622                  $13,038,503
                                                                        ===========                  ===========
</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                 Nine Months Ended
                                                 -------------------                -----------------
                                            Sept 30, 1999     Sept 30, 1998    Sept 30, 1999     Sept 30,1998
                                            -------------     -------------    -------------     ------------
<S>                                         <C>               <C>              <C>               <C>
Revenues:
     Interest income                        $       287       $     1,276      $       1,232     $      3,718
     Equity in income of joint ventures
          (Note 2)                              122,488           141,002            526,644          548,434
                                                -------           -------            -------          -------
                                                122,775           142,278            527,876          552,152
                                                -------           -------            -------          -------

Expenses:
     Legal and accounting                           200               473             13,932           13,893
     Computer costs                               2,559             2,341              7,240            6,195
     Partnership administration                  10,761            15,343             42,237           38,279
                                                -------           -------            -------          -------
                                                 13,520            18,157             63,409           58,367
                                                -------           -------            -------          -------
     Net income                             $   109,255       $   124,121      $     464,467     $    493,785
                                                =======           =======            =======          =======

Net income allocated to Class A Limited
     Partners                               $   109,255       $   124,121      $     464,467     $    493,785

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

Net income per Class A Limited
     Partner Unit                           $      0.07       $      0.08      $        0.30     $       0.32

Net loss per Class B Limited Partner
     Unit                                   $         0       $         0      $           0     $          0

Cash distribution per Class A Limited
     Partner Unit                           $      0.19       $      0.19      $        0.57     $       0.57
</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, 1998 AND THE NINE MONTHS ENDED
                              SEPTEMBER 30, 1999


<TABLE>
<CAPTION>
                                                 Limited  Partners                                    Total
                                 -------------------------------------------------
                                         Class A                    Class B            General      Partners'
                                         -------                    -------
                                   Units        Amount         Units        Amount     Partners      Capital
                                   -----        ------         -----        ------     --------      -------
<S>                              <C>         <C>             <C>            <C>        <C>         <C>
BALANCE, December 31, 1997       1,551,416   $13,297,946     149,186        $    0     $      0    $13,297,946

  Net income                             0       622,106           0             0            0        622,106
  Partnership distributions              0    (1,159,739)          0             0            0     (1,159,739)
  Class B conversion elections       7,605             0      (7,605)            0            0              0
                                 ---------   -----------     -------        ------     --------    -----------
BALANCE, December 31, 1998       1,559,021    12,760,313     141,581             0            0     12,760,313

  Net income                             0       464,467           0             0            0        464,467
  Partnership distributions              0      (886,755)          0             0            0       (886,755)
  Class B conversion elections       1,395             0      (1,395)            0            0              0
                                 ---------   -----------     -------        ------     --------    -----------

BALANCE, Sept 30, 1999           1,560,416   $12,338,025     140,186        $    0     $      0    $12,338,025
                                 =========   ===========     =======        ======     ========    ===========
</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>
                                                                       Nine Months Ended
                                                                       -----------------
                                                            Sept 30, 1999            Sep 30, 1998
                                                            -------------            ------------
<S>                                                         <C>                      <C>
Cash flow from operating activities:

  Net income                                                   $  464,467               $ 493,785
    Adjustments to reconcile net incomes to net
      cash used in operating activities:                         (526,644)               (548,434)
       Equity in income of joint venture
       Changes in assets and liabilities:
         Accounts payable                                          (4,274)                      0
                                                               ----------               ---------
          Net cash used in operating
            activities                                            (66,451)                (54,649)
                                                               ----------               ---------
  Cash flow from investing activities:
       Distributions received from
        joint ventures                                          1,000,276                 946,007
       Investment in joint ventures                               (69,930)                (19,270)
                                                               ----------               ---------
          Net cash provided by
            investing activities                                  930,346                 926,737
                                                               ----------               ---------

  Cash flow from financing activities:
       Partnership distributions paid                            (860,074)               (877,546)
                                                               ----------               ---------
          Net increase (decrease) in
            cash and cash equivalents                               3,821                 ( 5,458)

  Cash and cash equivalents, beginning of year                     63,998                  91,678
                                                               ----------               ---------

  Cash and cash equivalents, end of period                     $   67,819               $  86,220
                                                               ==========               =========
</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 September 30, 1999, 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 "Village Overlook"), 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, 1998.

                                       7
<PAGE>

     (B)  Basis of Presentation
     --------------------------
     The financial statements of 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, 1998.

(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,
     1998.

     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 September 30, 1999, the properties owned by the Partnership were 91%
     occupied as compared to 93% occupied as of September 30, 1998.  Gross
     revenues of the Partnership were $527,876 for the nine months ended
     September 30, 1999, as compared to $552,152 for the same period in 1998.
     Gross revenues and net income has decreased for the nine months ended
     September 30, 1999,  over 1998 levels due primarily to a slight increase in
     partnership

                                       8
<PAGE>

     administrative expenses and decreased earning in joint ventures caused
     primarily by the decreased occupancy at Village Overlook.

     Net cash used in operating activities increased from $54,649 for the nine
     months ended September 30, 1998 to $66,451 for the same period in 1999.
     The increase in cash and cash equivalents from $(5,458) for the nine months
     ended September 30, 1998, to $3,821 for the nine months ended September 30,
     1999, was due primarily to an increase in distributions received from 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 September
     30, 1999, and for the same period in 1998.  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.

     Year 2000
     ---------

     The Partnership is presently reviewing the potential impact of Year 2000
     compliance issues on its information systems and business operations.  A
     full assessment of Year 2000 compliance issues was begun in late 1997 and
     was completed by March 31, 1999.  Renovations and replacements of equipment
     have been and are being made as warranted. The costs incurred by the
     Partnership and its affiliates thus far for renovations and replacements
     have been immaterial.  As of September 30, 1999, all testing of systems has
     been completed.

     As to the status of the Partnerships' information technology systems, it is
     presently believed that all major systems and software packages are Year
     2000 compliant. At the present time, it is believed that all major non-
     information technology systems are Year 2000 compliant.  The cost to
     upgrade any noncompliance systems is believed to be immaterial.

     The Partnership has confirmed with the Partnership's vendors, including
     third-party service providers such as banks, that their systems are Year
     2000 compliant.

     The Partnership relies on computers and operating systems provided by
     equipment manufacturers, and also on application software designed for use
     with its accounting, property management and investment portfolio tracking.
     The Partnership has preliminary determined that any costs, problems or
     uncertainties associated with the potential consequences of Year 2000
     issues are not expected to have a material impact on the future operations
     or financial condition of the Partnership.  The Partnership will perform
     due

                                       9
<PAGE>

     diligence as to the Year 2000 readiness of each property owned by the
     Partnership and each property contemplated for purchase by the Partnership.

     The Partnership's reliance on embedded computer systems (i.e.
     microcontrollers) is limited to facilities related matters, such as office
     security systems and environmental control systems.

     The Partnership is currently formulating contingency plans to cover any
     areas of concern.  Alternate means of operating the business are being
     developed in the unlikely circumstance that the computer and phone systems
     are rendered inoperable.  An off-site facility from which the Partnership
     could operate is being sought as well as alternate means of communication
     with key third-party vendors.  A written plan is being developed for
     testing and dispensation to each staff member of the General Partner of the
     Partnership.

     Management believes that the Partnership's risk of Year 2000 problems is
     minimal.  In the unlikely event there is a problem, the worst case
     scenarios would include the risks that the elevator or security systems
     within the Partnership's properties would fail or the key third-party
     vendors upon which the Partnership relies would be unable to provide
     accurate investor information.  In the event that the elevator shuts down,
     the Partnership has devised a plan for each building whereby the tenants
     will use the stairs until the elevators are fixed.  In the event that the
     security system shuts down, the Partnership has devised a plan for each
     building to hire temporary on-site security guards.  In the event that a
     third-party vendor has Year 2000 problems relating to investor information,
     the Partnership intends to perform a full system back-up of all investor
     information as of December 31, 1999, so that the Partnership will have
     accurate hard-copy investor information.

                                       10
<PAGE>

Property Operations
- -------------------

As of September 30, 1999, the Partnership owned interests in the following
operational properties:

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

<TABLE>
<CAPTION>
                                                   Three Months Ended                      Nine Months Ended
                                                   ------------------                      -----------------
                                          Sept 30, 1999         Sept 30, 1998     Sept 30, 1999         Sept 30, 1998
                                          -------------         -------------     -------------         -------------
<S>                                       <C>                   <C>               <C>                   <C>
Revenues:
Rental Income                                  $243,182              $242,755          $728,690              $728,693
                                               --------              --------          --------              --------

Expenses:
  Depreciation                                   87,646                87,647           262,939               262,939
  Management & leasing expenses                  14,627                 9,890            37,314                29,670
  Other operating expenses                        4,181                 3,044            14,592                 9,785
                                               --------              --------          --------              --------
                                                106,454               100,581           314,845               302,394
                                               --------              --------          --------              --------

Net income                                     $136,728              $142,174          $413,845              $426,299
                                               ========              ========          ========              ========

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               $ 37,219              $ 38,213          $112,396              $114,602

Net Income Allocated to the
  Partnership                                  $ 22,505              $ 23,402          $ 68,119              $ 70,169
</TABLE>

Rental income remained relatively stable for the nine months ended September
30, 1999 as compared to the nine months ended September 30, 1998.

The increase in management and leasing fees for the nine months ended September
30, 1999 was due to an under accrual of fees in 1998. The increase in operating
expenses was due primarily to increases in accounting and administrative fees.

                                       11
<PAGE>

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

<TABLE>
<CAPTION>
                                                      Three Months Ended                      Nine Months Ended
                                                      ------------------                      -----------------
                                             Sept 30, 1999          Sept 30, 1998     Sept 30, 1999       Sept 30, 1998
                                             -------------          -------------     -------------       -------------
<S>                                          <C>                    <C>               <C>                 <C>
Revenues:
Rental Income                                     $370,168               $366,140        $1,110,650          $1,098,028
                                                  --------               --------        ----------          ----------

Expenses:
  Depreciation                                      80,089                 79,524           239,137             238,572
  Management & leasing expenses                     51,529                 45,762           156,428             144,239
  Other operating expenses                         113,362                154,576           282,384             252,853
                                                  --------               --------        ----------          ----------
                                                   244,980                279,862           677,949             635,664
                                                  --------               --------        ----------          ----------

Net income                                        $125,188               $ 86,278        $  432,701          $  462,364
                                                  ========               ========        ==========          ==========

Occupied %                                              94%                    94%               94%                 94%

Partnership's Ownership %                             62.4%                  62.4%             62.4%               62.4%

Cash Distribution to Partnership                  $140,136               $116,499        $  447,918          $  398,396

Net Income Allocated to the
  Partnership                                     $ 78,150               $ 53,824        $  270,116          $  288,368
</TABLE>

Rental income for the IBM Jacksonville Property increased slightly in 1999, as
compared to 1998 figures. Operating expenses increased in 1999, due to
substantial increases in the areas of repairs and maintenance, partially offset
by common area maintenance reimbursements that were drastically reduced for the
period. The foregoing was a result of both IBM and Siemens reducing their leased
space in the building. Tenants are billed an estimated amount for the current
year common area maintenance which is then reconciled the following year and the
difference billed to the tenant. As a result, net income allocated to the
Partnership decreased for the nine months ended September 30, 1999, as compared
to the same period in 1998. Cash distributions allocated to the Partnership
increased due to the distribution of cash previously held in reserve. These
reserves were held to cover necessary tenant improvements which did not
materialize. Customized Transportation Inc. extended their lease for an
additional two years through February 28, 2001. Cash distributions increased for
1999 as compared to 1998. The Partnership contributed cash fundings to the Joint
Venture for tenant improvement in proportion to their ownership interests, and
therefore, the Partnership's ownership interest in the Fund IV - Fund V Joint
Venture remained the same.

                                       12
<PAGE>

The Village Overlook Property/Fund IV - Fund V Joint Venture
- ------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 Three Months Ended                     Nine Months Ended
                                                 ------------------                     -----------------
                                           Sept 30, 1999       Sept 30, 1998     Sept 30, 1999       Sept 30, 1998
                                           -------------       -------------     -------------       -------------
<S>                                        <C>                 <C>               <C>                 <C>
Revenues:
  Rental income                                 $ 75,057            $128,171          $340,741            $364,210
  Interest income                                  4,224               5,769             7,203              10,288
                                                --------            --------          --------            --------
                                                  79,281             133,940           347,944             374,498
                                                --------            --------          --------            --------
Expenses:
  Depreciation                                    44,871              44,525           133,919             133,573
  Management & leasing expenses                    8,609              15,819            40,496              46,489
  Other operating expenses                        79,241              53,244           156,341             133,715
                                                --------            --------          --------            --------
                                                 132,721             113,588           330,756             313,777
                                                --------            --------          --------            --------

Net income (loss)                               $(53,440)           $ 20,352          $ 17,188            $ 60,721
                                                ========            ========          ========            ========

Occupied %                                          62.4%                 82%             62.4%                 82%

Partnership's Ownership %                           62.4%               62.4%             62.4%               62.4%

Cash Distribution to Partnership                $      0            $ 45,487          $ 85,868            $135,646

Net Income (Loss) Allocated to the
  Partnership                                   $(33,361)           $ 12,697          $ 10,729            $ 37,873
</TABLE>

Rental income for the Village Overlook Properties (formerly the Medical Center
Property) decreased for the nine months ended September 30, 1999, as compared to
the same period in 1998.  This was due primarily to the fact that one major
tenant, Georgia Baptist Healthcare System did not renew their lease which
expired May 31, 1999.  Two new tenants have signed leases for a total of 7,332
rentable square feet of space.  On Care Management has contracted to lease 4,348
square feet for a term of 5 years commencing September 1, 1999 and Georgia
Pediatric Cardiology has signed a lease for 2,984 square feet commencing October
1, 1999, for a four year term.  All efforts are being made by the Partnership to
find a tenant or tenants to occupy the remaining 10,515 square feet of vacant
space.  Operating expenses increased in 1999, over 1998, due primarily to the
resurfacing of the parking lot as well as the repairs of the HVAC system in the
buildings.  Cash distributions decreased for the nine months ended September 30,
1999 as compared to the same period for 1998 due to the reduction in rental
income and increase in operating expenses.

                                       13
<PAGE>

The Hartford Building/Fund V - Fund VI Joint Venture
- ----------------------------------------------------

<TABLE>
<CAPTION>
                                                  Three Months Ended                    Nine Months Ended
                                                  ------------------                    -----------------
                                          Sept 30, 1999       Sept 30, 1998     Sept 30, 1999       Sept 30, 1998
                                          -------------       -------------     -------------       -------------
<S>                                       <C>                 <C>               <C>                 <C>
Revenues:
Rental Income                                  $179,374            $179,374          $538,124            $538,124
                                               --------            --------          --------            --------

Expenses:
  Depreciation                                   73,008              73,005           219,024             219,015
  Management & leasing expenses                   7,242               7,242            21,726              20,140
  Other operating expenses                        2,643               4,099             7,506              13,887
                                               --------            --------          --------            --------
                                                 82,893              84,346           248,256             253,042
                                               --------            --------          --------            --------

Net income                                     $ 96,481            $ 95,028          $289,868            $285,082
                                               ========            ========          ========            ========

Occupied %                                          100%                100%              100%                100%

Partnership's Ownership % in the
  Fund V - Fund VI Joint Venture                   46.4%               46.5%             46.4%               46.5%

Cash Distribution to Partnership               $ 79,464            $ 78,965          $238,699            $236,157

Net Income Allocated to the
  Partnership                                  $ 44,791            $ 44,217          $134,634            $132,649
</TABLE>

Net income increased and expenses decreased for the nine months ended September
30, 1999, as compared to 1998, due primarily to an insurance reimbursement from
the tenant in 1999, which was recorded in the second quarter of 1999, in other
operating expenses.

The Partnership's ownership interest in the Fund V - Fund VI Joint Venture
decreased due to additional funding by Wells Fund VI in 1999, which caused a
decrease in the Partnership's ownership interest in the Fund V - Fund VI Joint
Venture.

                                       14
<PAGE>

Stockbridge Village II/Fund V - Fund VI Joint Venture
- -----------------------------------------------------

<TABLE>
<CAPTION>
                                               Three Months Ended                   Nine Months Ended
                                               ------------------                   -----------------
                                        Sept 30, 1999       Sept 30, 1998    Sept 30, 1999       Sept 30, 1998
                                        -------------       -------------    -------------       -------------
<S>                                     <C>                 <C>              <C>                 <C>
Revenues:
Rental Income                                 $75,654             $59,070         $230,964            $176,958
                                              -------             -------         --------            --------

Expenses:
  Depreciation                                 26,304              25,425           78,039              76,553
  Management & leasing expenses                 9,921               7,057           26,930              22,731
  Other operating expenses                     17,021              11,840           33,304              36,033
                                              -------             -------         --------            --------
                                               53,246              44,322          138,273             135,317
                                              -------             -------         --------            --------

Net income                                    $22,408             $14,748         $ 92,691            $ 41,641
                                              =======             =======         ========            ========

Occupied %                                        100%                 72%             100%                 72%

Partnership's Ownership % in the
  Fund V - Fund VI Joint Venture                 46.4%               46.5%            46.4%               46.5%

Cash Distribution to Partnership              $20,611             $17,880         $ 71,051            $ 52,557

Net Income Allocated to the
  Partnership                                 $10,403             $ 6,863         $ 43,046            $ 19,376
</TABLE>

Rental income, net income and cash distribution to the Partnership increased in
1999, as compared to 1998, due primarily to increased occupancy.  The
Partnership's ownership percentage in the Fund V - Fund VI Joint Venture
decreased due to additional fundings by Wells Fund VI which caused a decrease in
the Partnership's ownership interest in the Fund V - Fund VI Joint Venture.

                                       15
<PAGE>

                          PART II - OTHER INFORMATION
                          ---------------------------

ITEM 6 (b). No reports on Form 8-K were filed during the third quarter of 1999.

                                  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: November 10, 1999           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.

                                       16

<TABLE> <S> <C>

<PAGE>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               SEP-30-1999
<CASH>                                          67,819
<SECURITIES>                                12,314,473
<RECEIVABLES>                                  256,330
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              12,638,622
<CURRENT-LIABILITIES>                          300,597
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  12,338,025
<TOTAL-LIABILITY-AND-EQUITY>                12,638,622
<SALES>                                              0
<TOTAL-REVENUES>                               527,876
<CGS>                                                0
<TOTAL-COSTS>                                   63,409
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                464,467
<INCOME-TAX>                                   464,467
<INCOME-CONTINUING>                            464,467
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   464,467
<EPS-BASIC>                                       0.30
<EPS-DILUTED>                                        0


</TABLE>


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