WELLS REAL ESTATE FUND V L P
10-Q, 1999-08-13
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, 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
                                     -----
<TABLE>
<CAPTION>

                                                                                 Page No.
                                                                                 --------
PART I.  FINANCIAL INFORMATION

         Item 1.  Financial Statements
<S>                                                                            <C>

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

                    Statements of Income for the Three
                     Months and Six Months Ended June 30, 1999
                     and 1998.....................................                   4

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

                    Statements of Cash Flows for the Six  Months
                     Ended June 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
</TABLE>

                                       2
<PAGE>

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

                                BALANCE SHEETS
<TABLE>
<CAPTION>
                     Assets                                     June 30, 1999          December 31, 1998
                     ------                                     -------------          -----------------
<S>                                                             <C>                    <C>

Investment in joint ventures (Note 2)                            $12,439,921               $12,673,831
Cash and cash equivalents                                             42,604                    63,998
Due from affiliates                                                  349,190                   300,674
                                                                 -----------               -----------

          Total assets                                           $12,831,715               $13,038,503
                                                                 ===========               ===========

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

Liabilities:
  Accounts payable                                              $         0                  $     4,274
  Partnership distributions payable                                 302,348                      273,916
                                                                -----------                  -----------
                                                                    302,348                      278,190
                                                                -----------                  -----------

Partners' capital:
  Limited partners
    Class A - 1,560,416 units outstanding                        12,529,367                   12,760,313
    Class B - 140,186 units outstanding                                   0                            0
                                                                -----------                  -----------


          Total partners' capital                                12,529,367                   12,760,313
                                                                -----------                  -----------

               Total liabilities and partners'                  $12,831,715                  $13,038,503
                capital                                         ===========                  ===========
</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, 1999        June 30, 1998         June 30, 1999         June 30, 1998
                                         -------------        -------------         -------------         -------------
<S>                                     <C>                  <C>                   <C>                    <C>
 Revenues:
      Equity in income of joint
          ventures (Note 2)                 $234,312             $238,842              $404,155              $407,432
      Interest income                            315                1,155                   945                 2,442
                                            --------             --------              --------              --------
                                             234,627              239,997               405,100               409,874
                                            --------             --------              --------              --------

Expenses:
      Legal and accounting                     7,992                8,649                13,732                13,420
      Computer costs                           1,861                1,837                 4,681                 3,854
      Partnership administration              12,805               12,643                31,475                22,936
                                            --------             --------              --------              --------
                                              22,658               23,129                49,888                40,210
                                            --------             --------              --------              --------
      Net income                            $211,969             $216,868              $355,212              $369,664
                                            ========             ========              ========              ========

Net income allocated to Class A
      Limited Partners                      $211,969             $216,868              $355,212              $369,664

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

Net income per Class A Limited
      Partner Unit                            $ 0.14                $0.14                 $0.23                 $0.24


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

Cash distribution per Class A
      Limited Partner Unit                     $0.19                $0.19                 $0.38                 $0.38
</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 SIX MONTHS ENDED
                                 JUNE 30, 1999


<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, 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       355,212         0       0         0         355,212
Partnership distributions              0      (586,158)        0       0         0        (586,158)
Class B conversion elections       1,395             0    (1,395)      0         0               0
                               ---------   -----------   -------      --        --     -----------

BALANCE, June 30, 1999         1,560,416   $12,529,367   140,186      $0        $0     $12,529,367
                               =========   ===========   =======      ==        ==     ===========
</TABLE>


           See accompanying condensed notes to financial statements.

                                       5
<PAGE>

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

                           STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                    Six Months Ended
                                                                                    ----------------
                                                                     June 30, 1999                   June 30, 1998
                                                                     -------------                   -------------
<S>                                                               <C>                               <C>
Cash flow from operating activities:
    Net income                                                         $ 355,212                       $ 369,664
     Adjustments to reconcile net income to net
       cash used in operating activities:
         Equity in income of joint venture                              (404,155)                       (407,432)
      Changes in assets and liabilities:
          Decrease in accounts payable                                    (4,274)                              0
                                                                       ---------                       ---------
      Net cash used in operating
        activities                                                       (53,217)                        (37,768)
                                                                       ---------                       ---------
   Cash flow from investing activities:
         Distributions received from
          joint ventures                                                 606,906                         607,411

         Investment in joint ventures                                    (17,357)                              0
                                                                       ---------                       ---------
            Net cash provided by investing
             activities                                                  589,549                         607,411
                                                                       ---------                       ---------

    Cash flow from financing activities:
         Partnership distributions paid                                 (557,726)                       (577,542)
                                                                       ---------                       ---------

           Net decrease in cash
              and cash equivalents                                       (21,394)                         (7,889)

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

    Cash and cash equivalents, end of period                           $  42,604                       $  83,779
                                                                       =========                       =========
</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, 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 "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, 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 form any forward-looking
     statement made in this Report, which include construction costs which may
     exceed estimates, construction delays, lease-up risks, inability to obtain
     new tenants upon expiration of existing leases, and the potential need to
     fund tenant improvements or other capital expenditures out of operating
     cash flow.

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

     General
     -------

     As of June 30, 1999, the properties owned by the Partnership were 89%
     occupied as compared to 95% occupied as of June 30, 1998.  Gross revenues
     of the Partnership were $405,100 for the six months ended June 30, 1999, as
     compared to $409,874 for the six months ended June 30, 1998. Gross revenues
     and net income has decreased for the six

                                       8
<PAGE>

     months ended June 30, 1999, over 1998 levels due primarily to increased
     partnership administrative expenses and decreased interest earned.

     Net cash used in operating activities increased from $37,768 for the six
     months ended June 30, 1998 to $53,217 for the same period in 1999.  The
     decrease in cash and cash equivalents from $83,779 for the six months ended
     June 30, 1998, to $42,604 for the six months ended June 30, 1999, was due
     primarily to an increase in investments in joint ventures and decreased net
     income.

     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,
     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 as the assessment progresses.
     The costs incurred by the Partnership and its affiliates thus far for
     renovations and replacements have been immaterial.  As of June 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 June 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                Six Months Ended
                                        ------------------------------    -------------------------------
                                        June 30, 1999   June 30, 1998      June 30,1999     June 30, 1998
                                        -------------   -------------      ------------     -------------
<S>                                      <C>             <C>               <C>            <C>
Revenues:
Rental Income                              $242,754       $243,184           $485,508           $485,938
                                           --------       --------           --------           --------

Expenses:
  Depreciation                               87,647         87,646            175,293            175,292
  Management & leasing expenses               6,443          9,890             22,687             19,780
  Other operating expenses                    2,865          3,099             10,411              6,741
                                           --------       --------           --------           --------
                                             96,955        100,635            208,391            201,813
                                           --------       --------           --------           --------

Net income                                 $145,799       $142,549           $277,117           $284,125
                                           ========       ========           ========           ========

Occupied %                                      100%           100%               100%               100%

Partnership Ownership % in the
    Fund V-VI-VII Joint Venture                16.5%          16.5%              16.5%              16.5%

Cash Distribution to Partnership           $ 38,780       $ 38,275           $ 75,176           $ 76,389

Net Income Allocated to the
  Partnership                              $ 23,999       $ 23,463           $ 45,614           $ 46,767

</TABLE>

     The increase in management and leasing fees was due to an underaccrual of
     fees from 1998.  The increase in operating expenses for the six month
     period ended June 30, 1999, was due primarily to increases in accounting
     and administrative fees.

     Cash distributions allocated to the Partnership and net income allocated to
     the Partnership remained relatively stable for the six months ended June
     30, 1999 and 1998.

                                       11
<PAGE>

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

<TABLE>
<CAPTION>
                                                 Three Months Ended               Six Months Ended
                                          -----------------------------   ------------------------------
                                          June 30, 1999   June 30, 1998    June 30,1999    June 30, 1998
                                          -------------   -------------   -------------    -------------
<S>                                     <C>             <C>                <C>            <C>
Revenues:
Rental Income                                $376,096        $365,896        $740,482         $731,888
                                             --------        --------        --------         --------

Expenses:
  Depreciation                                 79,524          79,524         159,048          159,048
  Management & leasing expenses                55,114          51,801         104,899           98,477
  Other operating expenses                     54,045          (7,083)        169,022           98,277
                                             --------        --------        --------         --------
                                              188,683         124,242         432,969          355,802
                                             --------        --------        --------         --------

Net income                                   $187,413        $241,654        $307,513         $376,086
                                             ========        ========        ========         ========

Occupied %                                         94%            100%             94%             100%

Partnership Ownership % in the
    Fund IV-V Joint Venture                      62.4%           62.4%           62.4%            62.4%

Cash Distribution to Partnership             $171,177        $157,264        $307,783         $281,897

Net Income Allocated to the
  Partnership                                $116,994        $150,706        $191,966         $234,544

</TABLE>

     Rental income for the IBM Jacksonville Property increased slightly in 1999,
     as compared to 1998 figures.  Operating expenses increased in 1999, due not
     only to the substantial increase in the areas of repairs and maintenance,
     but combined with the fact that common area maintenance reimbursements were
     drastically reduced for the period.  The foregoing was as 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 second quarter of the following year and the
     difference billed to the tenant.  Customized Transportation Inc. extended
     their lease for an additional two years through February 28, 2001.   Cash
     distributions increased for 1999 and 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.

     Net income allocated to the Partnership decreased for the six months ended
     June 30, 1999, as compared to the same period in 1998, due primarily to
     increased repairs and maintenance costs.  Cash distributions allocated to
     the Partnership increased due to the distribution of amounts previously
     held in reserve.  These amounts were withheld to cover necessary tenant
     improvements which did not materialize.

                                       12
<PAGE>

     The Medical Center Property/Fund IV - Fund V Joint Venture
     ----------------------------------------------------------

<TABLE>
<CAPTION>
                                                Three Months Ended              Six Months Ended
                                        ------------------------------          -----------------
                                        June 30, 1999   June 30, 1998    June 30,1999    June 30, 1998
                                        -------------   -------------    ------------    -------------
<S>                                     <C>             <C>              <C>            <C>
Revenues:
Rental Income                              $121,106        $118,712        $265,684         $236,039
Interest Income                               2,404           2,572           2,979            4,519
                                           --------        --------        --------         --------
                                            123,510         121,284         268,663          240,558
                                           --------        --------        --------         --------

Expenses:
  Depreciation                               44,524          44,524          89,048           89,048
  Management & leasing expenses              14,114          15,874          31,887           30,670
  Other operating expenses                   31,696          32,795          77,100           80,471
                                           --------        --------        --------         --------
                                             90,334          93,193         198,035          200,189
                                           --------        --------        --------         --------

Net income                                 $ 33,176        $ 28,091        $ 70,628         $ 40,369
                                           ========        ========        ========         ========

Occupied %                                       50%             82%             50%              82%

Partnership Ownership % in the
    Fund IV-V Joint Venture                    62.4%           62.4%           62.4%            62.4%

Cash Distribution to Partnership           $ 46,294        $ 50,138        $ 91,966         $ 90,143

Net Income Allocated to the
  Partnership                              $ 20,710        $ 17,519        $ 44,090         $ 25,176

</TABLE>

    Rental income for the Medical Center Property increased in 1999 over 1998,
    due primarily to an increase in the occupancy level of the property in the
    fourth quarter of 1998.  Operating expenses remained relatively stable in
    1999, as compared to 1998 figures.  Cash distributions allocated to the
    Partnership remained relatively stable for the six months ended June 30,
    1999 and 1998.  One major tenant in the property, Georgia Baptist Healthcare
    System did not renew their lease which expired May 31, 1999.  That created a
    vacancy of 17,847 square feet.  A new tenant, On Care Management has
    contracted to lease 4,348 rentable square feet of space for a term of 5
    years commencing September 1, 1999 and ending August 31, 2004.  It is
    anticipated that the final cost to complete necessary tenant improvements
    for On Care Management will be approximately $43,450, which will be
    contributed by Wells Fund IV.  All efforts are being made by the Partnership
    to find a tenant or tenants to occupy the balance of the space.

                                       13
<PAGE>

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

<TABLE>
<CAPTION>
                                               Three Months Ended              Six Months Ended
                                               ------------------              ----------------
                                        June 30, 1999   June 30, 1998   June 30,1999     June 30, 1998
                                        --------------  --------------  -------------  -----------------
<S>                                     <C>             <C>             <C>            <C>
Revenues:
Rental Income                              $179,375        $179,375       $358,750          $358,750
                                           --------        --------       --------          --------

Expenses:
  Depreciation                               73,008          73,005        146,016           146,010
  Management & leasing expenses               7,242           7,242         14,484            12,898
  Other operating expenses                     (456)          4,566          4,863             9,788
                                           --------        --------       --------          --------
                                             79,794          84,813        165,363           168,696
                                           --------        --------       --------          --------

Net income                                 $ 99,581        $ 94,562       $193,387          $190,054
                                           ========        ========       ========          ========

Occupied %                                      100%            100%           100%              100%

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

Cash Distribution to Partnership           $ 80,922        $ 78,749       $159,235          $157,192

Net Income Allocated to the
  Partnership                              $ 46,242        $ 44,000       $ 89,843          $ 88,432

</TABLE>

     Net income increased and expenses decreased for the six months ended June
     30, 1999, as compared to 1998, due primarily to a greater 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 fundings 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                Six Months Ended
                                               ------------------                ----------------
                                        June 30, 1999   June 30, 1998   June 30,1999     June 30, 1998
                                        -------------   -------------   ------------     -------------
<S>                                     <C>             <C>             <C>            <C>
Revenues:
Rental Income                               $95,902         $58,944       $155,310         $117,888
                                            -------         -------       --------         --------

Expenses:
  Depreciation                               25,992          25,425         51,735           51,128
  Management & leasing expenses              10,120           7,072         17,009           15,674
  Other operating expenses                    3,008          19,669         16,283           24,193
                                            -------         -------       --------         --------
                                             39,120          52,166         85,027           90,995
                                            -------         -------       --------         --------

Net income                                  $56,782         $ 6,778       $ 70,283         $ 26,893
                                            =======         =======       ========         ========

Occupied %                                      100%             72%           100%              72%

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

Cash Distribution to Partnership            $37,017         $14,171       $ 50,440         $ 34,677

Net Income Allocated to the
  Partnership                               $26,368         $ 3,154       $ 32,643         $ 12,513

</TABLE>

     Net income and cash distribution to the Partnership increased in 1999, as
     compared to 1998, due primarily to increased occupancy and a reduction in
     landscape expenses, parking lot repairs and other operating expenses.  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 second 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: August 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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                          42,604
<SECURITIES>                                12,439,921
<RECEIVABLES>                                  349,190
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              12,831,715
<CURRENT-LIABILITIES>                          302,348
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  12,529,367
<TOTAL-LIABILITY-AND-EQUITY>                12,831,715
<SALES>                                              0
<TOTAL-REVENUES>                               405,100
<CGS>                                                0
<TOTAL-COSTS>                                   49,888
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                355,212
<INCOME-TAX>                                   355,212
<INCOME-CONTINUING>                            355,212
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   355,212
<EPS-BASIC>                                        .23
<EPS-DILUTED>                                        0


</TABLE>


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