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 March 31, 2003
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 incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 6200 The Corners Parkway, Suite 250, Norcross, GA |
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 ¨
WELLS REAL ESTATE FUND V, L.P.
(A Georgia Public Limited Partnership)
INDEX
| Page No. | ||||||
| PART I. |
FINANCIAL INFORMATION |
|||||
| Item 1. |
Financial Statements |
|||||
| Balance Sheets—March 31, 2003 (unaudited) and December 31, 2002 |
3 | |||||
| Statements of Income for the Three Months Ended March 31, 2003 and 2002 (unaudited) |
4 | |||||
| 5 | ||||||
| Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (unaudited) |
6 | |||||
| 7 | ||||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 | ||||
| Item 3. |
16 | |||||
| Item 4. |
16 | |||||
| PART II. |
17 | |||||
2
WELLS REAL ESTATE FUND V, L.P.
(A Georgia Public Limited Partnership)
BALANCE SHEETS
| (unaudited) |
December 31, | |||||
| ASSETS: |
||||||
| Investments in Joint Ventures |
$ |
10,477,444 |
$ |
10,615,729 | ||
| Cash and cash equivalents |
|
37,686 |
|
29,716 | ||
| Due from Joint Ventures |
|
255,148 |
|
158,103 | ||
| Total assets |
$ |
10,770,278 |
$ |
10,803,548 | ||
| LIABILITIES AND PARTNERS’ CAPITAL: |
||||||
| Liabilities: |
||||||
| Accounts payable and accrued expenses |
$ |
7,244 |
$ |
24,015 | ||
| Partnership distributions payable |
|
97,901 |
|
97,901 | ||
| Total liabilities |
|
105,145 |
|
121,916 | ||
| Partners’ capital: |
||||||
| Limited partners: |
||||||
| Class A—1,566,416 units outstanding as of March 31, 2003 and December 31, 2002 |
|
10,665,133 |
|
10,681,632 | ||
| Class B—134,186 units outstanding as of March 31, 2003 and December 31, 2002 |
|
0 |
|
0 | ||
| Total partners’ capital |
|
10,665,133 |
|
10,681,632 | ||
| Total liabilities and partners’ capital |
$ |
10,770,278 |
$ |
10,803,548 | ||
See accompanying notes.
3
WELLS REAL ESTATE FUND V, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF INCOME
| (unaudited) | ||||||
| March 31, |
March 31, | |||||
| REVENUES: |
||||||
| Equity in income of Joint Ventures |
$ |
103,880 |
$ |
164,656 | ||
| Interest income |
|
329 |
|
789 | ||
|
|
104,209 |
|
165,445 | |||
| EXPENSES: |
||||||
| Legal and accounting |
|
6,525 |
|
9,941 | ||
| Partnership administration |
|
14,893 |
|
10,047 | ||
| Other general and administrative |
|
1,389 |
|
1,984 | ||
|
|
22,807 |
|
21,972 | |||
| NET INCOME |
$ |
81,402 |
$ |
143,473 | ||
| NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS |
|
81,402 |
|
143,473 | ||
| NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS |
$ |
0 |
$ |
0 | ||
| NET INCOME PER CLASS A LIMITED PARTNER UNIT |
$ |
0.05 |
$ |
0.09 | ||
| NET LOSS PER CLASS B LIMITED PARTNER UNIT |
$ |
0.00 |
$ |
0.00 | ||
| CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT |
$ |
0.06 |
$ |
0.18 | ||
| WEIGHTED AVERAGE LIMITED PARTNER UNITS OUTSTANDING: |
||||||
| CLASS A |
|
1,566,416 |
|
1,566,416 | ||
| CLASS B |
|
134,186 |
|
134,186 | ||
See accompanying notes.
4
WELLS REAL ESTATE FUND V, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF PARTNERS’ CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2002
AND THE THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)
| Limited Partners |
Total Partners’ Capital |
||||||||||||||
| Class A |
Class B |
||||||||||||||
| Units |
Amount |
Units |
Amount |
||||||||||||
| BALANCE, December 31, 2001 |
1,566,416 |
$ |
11,168,772 |
|
134,186 |
$ |
0 |
$ |
11,168,772 |
| |||||
| Net income |
0 |
|
403,761 |
|
0 |
|
0 |
|
403,761 |
| |||||
| Partnership distributions |
0 |
|
(890,901 |
) |
0 |
|
0 |
|
(890,901 |
) | |||||
| BALANCE, December 31, 2002 |
1,566,416 |
|
10,681,632 |
|
134,186 |
|
0 |
|
10,681,632 |
| |||||
| Net income |
0 |
|
81,402 |
|
0 |
|
0 |
|
81,402 |
| |||||
| Partnership distributions |
0 |
|
(97,901 |
) |
0 |
|
0 |
|
(97,901 |
) | |||||
| BALANCE, March 31, 2003 (unaudited) |
1,566,416 |
$ |
10,665,133 |
|
134,186 |
$ |
0 |
$ |
10,665,133 |
| |||||
See accompanying notes.
5
WELLS REAL ESTATE FUND V, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF CASH FLOWS
| (unaudited) |
||||||||
| March 31, 2003 |
March 31, 2002 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ |
81,402 |
|
$ |
143,473 |
| ||
| Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
| Equity in income of Joint Ventures |
|
(103,880 |
) |
|
(164,656 |
) | ||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
|
0 |
|
|
0 |
| ||
| Accounts payable and accrued expenses |
|
(16,771 |
) |
|
(2,460 |
) | ||
| Net cash used in operating activities |
|
(39,249 |
) |
|
(23,643 |
) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Distributions received from Joint Ventures |
|
145,120 |
|
|
295,199 |
| ||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Partnership distributions paid |
|
(97,901 |
) |
|
(284,009 |
) | ||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
7,970 |
|
|
(12,453 |
) | ||
| CASH AND CASH EQUIVALENTS, beginning of period |
|
29,716 |
|
|
26,219 |
| ||
| CASH AND CASH EQUIVALENTS, end of period |
$ |
37,686 |
|
$ |
13,766 |
| ||
| SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES: |
||||||||
| Joint venture distributions receivable |
$ |
255,148 |
|
$ |
323,383 |
| ||
| Partnership distributions payable |
$ |
97,901 |
|
$ |
283,915 |
| ||
See accompanying notes.
6
(A Georgia Public Limited Partnership)
CONDENSED NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 (UNAUDITED)
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(a) Organization and Business
Wells Real Estate Fund V, L.P. (the “Partnership”) is a public limited partnership organized on October 25, 1990 under the laws of the state of Georgia. The general partners are Leo F. Wells, III and Wells Partners, L.P. (“Wells Partners”), a Georgia nonpublic limited partnership. The Partnership has two classes of limited partnership interests, Class A and Class B units. Class B limited partners have a one-time right to elect to have all of their units treated as Class A units. Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations, (b) change the business purpose or investment objectives of the Partnership, and (c) remove a general partner. A majority vote on any of the above-described matters will bind the Partnership without the concurrence of the general partners. Each limited partnership unit has equal voting rights, regardless of class.
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 filed on Form S-11 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 capital contributions of $17,006,020 from investors who were admitted to the Partnership as limited partners.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
7
The Partnership owns interests in all of its real estate assets through joint ventures with other Wells entities (the “Joint Ventures”). As of March 31, 2003, the Partnership owned interests in the following 5 properties through the affiliated Joint Ventures listed below:
| Joint Venture |
Joint Venture Partners |
Properties | ||
| Fund IV and Fund V Associates |
— Wells Real Estate Fund IV, L.P. — Wells Real Estate Fund V, L.P. |
1. Village Overlook Property Two substantially identical two-story office buildings located in Clayton County, Georgia
2. IBM Jacksonville Building A four-story office building located in Jacksonville, Florida | ||
| Fund V and Fund VI Associates |
— Wells Real Estate Fund IV, L.P. — Wells Real Estate Fund V, L.P. |
3. Hartford Building A four-story office building located in Hartford, Connecticut Two retail buildings located in Clayton County, Georgia
4. Stockbridge Village II Two retail buildings located in Clayton County, Georgia | ||
| Fund V, Fund VI, and Fund VII Associates |
— Wells Real Estate Fund V, L.P. — Wells Real Estate Fund VI, L.P. — Wells Real Estate Fund VII, L.P. |
5. Marathon Building A three-story office building located in Appleton, Wisconsin | ||
Each of the aforementioned properties was acquired on an all cash basis. For further information regarding the foregoing joint ventures and properties, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2002.
(b) Basis of Presentation
The financial statements of the Partnership have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by accounting principles generally accepted in the United States (“GAAP”) for complete financial statements. The quarterly statements included herein have not been examined by independent auditors. However, in the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly present the results for those periods. Results for int