-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BD1cq+dZ7rY08LTLZQjxECw7m12i5WTstZuKdY0Sr89saPp4QtNjaVI4IDbewLr7 UiaX9/WmgiZG5GhiJxtBHQ== 0000930661-99-001131.txt : 19990514 0000930661-99-001131.hdr.sgml : 19990514 ACCESSION NUMBER: 0000930661-99-001131 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSITY REAL ESTATE PARTNERSHIP V CENTRAL INDEX KEY: 0000311173 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 953240567 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-08914 FILM NUMBER: 99619794 BUSINESS ADDRESS: STREET 1: 2001 ROSS AVENUE SUITE 4600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147402200 MAIL ADDRESS: STREET 1: 2001 ROSS AVE STREET 2: STE 4600 CITY: DALLAS STATE: TX ZIP: 75201-2976 10-K405 1 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1998 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 ------------------------------------------------------ [ ] 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 0-8914 --------- UNIVERSITY REAL ESTATE PARTNERSHIP V - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 95-3240567 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2001 Ross Avenue, Suite 4600, Dallas, Texas 75201 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) ________________________________________________________________________________ (Former address, if changed since last report) Registrant's telephone number, including area code (214) 740-2200 ----------------------------- Securities registered pursuant to Section 12(b) of the Act: Not applicable Securities registered pursuant to Section 12 (g) of the Act: Limited Partnership Units 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 ---- ---- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ] All of the registrant's 34,275 Limited Partnership Units are held by non- affiliates of the registrant. The aggregate market value of units held by non- affiliates is not determinable since there is no public trading market for Limited Partnership Units. Documents Incorporated by Reference: None Exhibit Index: See Page 13 TOTAL OF 36 PAGES UNIVERSITY REAL ESTATE PARTNERSHIP V INDEX TO ANNUAL REPORT ON FORM 10-K
Item No. Page - -------- ---- PART I 1 Business................................................................................................. 3 2 Property................................................................................................. 5 3 Legal Proceedings........................................................................................ 6 4 Submission of Matters to a Vote of Security Holders...................................................... 6 PART II 5 Market for Registrant's Units of Limited Partnership and Related Security Holder Matters................. 6 6 Selected Financial Data.................................................................................. 7 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 8 8 Consolidated Financial Statements and Supplementary Data................................................. 10 PART III 9 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure..................... 11 10 Directors and Executive Officers of the Registrant....................................................... 11 11 Executive Compensation................................................................................... 11 12 Security Ownership of Certain Beneficial Owners and Management........................................... 12 13 Certain Relationships and Related Transactions........................................................... 12 PART IV 14 Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K............................. 12
2 PART I ITEM 1. BUSINESS - ------- -------- ORGANIZATION - ------------ University Real Estate Partnership V (the "Partnership" or "Registrant") was organized on August 12, 1977, as a limited partnership under the provisions of the California Uniform Limited Partnership Act. The general partner of the Partnership is University Advisory Company ("UAC" or the "General Partner"), a California general partnership. Prior to December 15, 1996, Southmark Commercial Management, Inc. ("SCM"), and Southmark Investors, Inc. ("SII"), both wholly- owned subsidiaries of Southmark Corporation ("Southmark") were the two general partners of UAC. On December 15, 1996, OS General Partner Company ("OSGPC"), a Texas corporation, and OS Holdings, Inc. ("OS"), a Texas corporation, acquired both interests in UAC held by SCM and SII. See discussion of SCM, SII, OS and OSGPC transaction below. The principal place of business for the General Partner is 2001 Ross Avenue, Suite 4600, Dallas, Texas 75201. On January 6, 1978, a Registration Statement on Form S-11 was declared effective by the Securities and Exchange Commission pursuant to which the Partnership offered for sale an aggregate of $25,000,000 Income and Growth/Shelter Limited Partnership Units. The Limited Partnership Units represent equity interests in the Partnership and entitle the holders thereof to participate in certain allocations and distributions of the Partnership. The sale of Limited Partnership Units closed on July 13, 1978, with 34,800 Limited Partnership Units sold at $500 each for gross proceeds of $17,400,000. Of the Limited Partnership Units sold, 525 have subsequently been repurchased by the Partnership. Of the 34,275 Limited Partnership Units currently outstanding, 17,723 are Income Units and 16,552 are Growth/Shelter Units. On March 9, 1993, Southmark and several of its affiliates (including the General Partner) entered into an Asset Purchase Agreement with SHL Acquisition Corp. III, a Texas corporation, and its permitted assigns (collectively "SHL") to sell various general and limited partnership interests owned by Southmark and its affiliates, including the general partnership interest of the Partnership. On December 16, 1993, Southmark and SHL executed the Second Amendment to Asset Purchase Agreement whereby SHL acquired an option to purchase the general partnership interest of the Partnership, rather than purchase the partnership interest itself. On the same date, SHL assigned its rights under the amended Asset Purchase Agreement to Hampton Realty Partners, L.P., a Texas limited partnership ("Hampton") and Hampton and Southmark affiliates also entered into an Option Agreement whereby Hampton acquired the right to purchase the option assets, including the general partnership interest of the Partnership, subject to the approval of the limited partners. On December 30, 1994, Hampton entered into an Assignment and Assumption of Option Agreement with JKD Financial Management, Inc. ("JKD"), a Texas corporation, whereby, among other things, JKD obtained the right to acquire Hampton's rights to proxy into the Partnership subject to approval of the Limited Partners. As a result of a 1996 transaction between OS, OSGPC, SCM and SII, JKD's option was assigned to OSGPC. See discussion of transaction between SCM, SII, OSGPC and OS below. Effective as of December 14, 1992, the Partnership entered into a Portfolio Services Agreement and a Property Management Agreement with Hampton UREF Management, Ltd. ("Hampton UREF"), a Texas limited partnership, pursuant to which Hampton UREF began providing management for the Partnership's properties and certain other portfolio services. The operations of the Partnership's properties were managed by Hampton Management, Inc. (formerly SHL Management, Inc.) through a subcontract agreement with Hampton UREF. From April 20, 1994 to August 8, 1994, the Partnership and its properties were managed by Insignia pursuant to a Property Management Subcontract Agreement with Hampton UREF. As of August 8, 1994, the properties only were managed by an affiliate of Insignia under a Property Management Agreement directly with the Partnership. As of December 30, 1994, Hampton UREF entered into an Assignment and Assumption of Portfolio Services Agreement with JKD pursuant to which JKD oversees the management of the Partnership. CURRENT OPERATIONS - ------------------ General: The Partnership's primary business is to own, operate and ultimately dispose of its portfolio of income-producing real properties for the benefit of its partners. The Partnership has liquidated many of its properties (including Glasshouse Square on May 8, 1998) and as of December 31, 1998 the Partnership was operating one income-producing property, Washington Towne Apartments. 3 Washington Towne Apartments was sold April 1, 1999. The proceeds from the sale are to be held in escrow and will be used to acquire a like-kind apartment complex on a tax-free basis. Sale of Glasshouse Square: The Partnership sold the Glasshouse Square Shopping Center on May 8, 1998 for $10,600,000. The Partnership had previously entered into a Debt Workout Consulting Agreement with Meridian Realty Advisors, Inc., an affiliate of the General Partner to assist the Partnership in its ongoing efforts to negotiate debt relief from its lenders and assist in the marketing and sale of the Partnership's properties. Meridian Realty Advisors, Inc. was successful in negotiating certain reductions in the Partnership's debt as of the sale date of Glasshouse Square. Business Plan: The business of the Partnership is not seasonal. The Partnership's anticipated plan of operation for 1999 is to preserve or increase gross revenue whenever possible and to maintain or decrease property operating expenditures whenever possible, while at the same time making whatever capital expenditures are reasonable under the circumstances in order to preserve and enhance the value of its properties. The General Partner has determined that a reinvestment of the proceeds from the sale of Washington Towne will benefit the partnership by entering into a tax free exchange thus enhancing Partnership cash flow and continue to defer potentially negative tax impact to the Partnership in the event of liquidating the Partnership. There can be no assurances however as to the ultimate completion of the differing types of transactions, which might be available to the Partnership and its assets. See Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations". Competitive Conditions: Since the principal business of the Partnership is to own and operate real estate, the Partnership is subject to all of the risks incidental to ownership of real estate and interests therein, many of which relate to the illiquidity of this type of investment. These risks include changes in general or local economic conditions, changes in supply or demand for competing properties in an area, changes in interest rates and availability of permanent mortgage funds which may render the sale or refinancing of a property difficult or unattractive, changes in real estate and zoning laws, increases in real property tax rates and federal or local economic or rent controls. The illiquidity of real estate investments generally impairs the ability of the Partnership to respond promptly to changes in these circumstances. The Partnership competes with numerous established companies, private investors (including foreign investors), real estate investment trusts, limited partnerships and other entities (many of which have greater resources than the Partnership and broader experience than the General Partner) in connection with the acquisition, sale, financing and leasing of properties. Computer Systems/Year 2000 Compliance: In the fourth quarter of 1998 the General Partner purchased and installed new computer hardware and operating platforms. In addition, the accounting software package was upgraded to become year 2000 compliant. SOUTHMARK BANKRUPTCY - -------------------- On July 14, 1989, Southmark filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Neither the Partnership nor its General Partner was included in the filing. Southmark's reorganization plan became effective August 10, 1990. Under the plan, most of Southmark's assets, which include Southmark's interests in the General Partner, are being sold or liquidated for the benefit of creditors. Because neither the Partnership nor the General Partner was included in the Southmark bankruptcy proceedings, there has been no direct effect on the Partnership's operations during the bankruptcy period or resulting from confirmation of the plan. Ultimate decision-making authority with respect to the operations of the Partnership remains with the General Partner until such time as the Limited Partners approve a substitute general partner. SALE OF GENERAL PARTNER INTEREST - -------------------------------- As a result of Southmark's bankruptcy and its plan to liquidate all of its assets, the General Partner concluded that it was in the best interest of the Partnership to seek, as its qualified replacement as general partner, an entity which intends to remain involved in the management of real estate and real estate limited partnerships. 4 On March 9, 1993, Southmark and several of its affiliates (including the General Partner) entered into an Asset Purchase Agreement with SHL to sell various general and limited partnership interests owned by Southmark and its affiliates, including the general partnership interest of the Partnership. On December 16, 1993, Southmark and SHL executed the Second Amendment to Asset Purchase Agreement whereby SHL acquired an option to purchase the general partnership interest of the Partnership, rather than purchase the partnership interest itself. On the same date, SHL assigned its rights under the amended Asset Purchase Agreement to Hampton and Hampton and Southmark affiliates also entered into an Option Agreement whereby Hampton acquired the right to purchase the option assets, including the general partnership interest of the Partnership subject to the approval of the Limited Partners. On December 30, 1994, Hampton entered into an Assignment and Assumption of Option Agreement with JKD, whereby, among other things, JKD obtained the right to acquire Hampton's rights to proxy into the Partnership subject to the approval of the Limited Partners. As a result of a 1996 transaction among OS, OSGPC, SCM and SII, JKD's option was assigned to OSGPC. On December 15, 1996, OS and OSGPC purchased the partnership interests from SCM and SII. As of December 30, 1994, Hampton UREF entered into an Assignment and Assumption of Portfolio Services Agreement with JKD pursuant to which JKD oversees the management of the Partnership. During 1997, JKD was merged into Meridian Realty Advisors, Inc. ("MRA") and MRA assumed responsibility for overseeing the management of the Partnership. ITEM 2. PROPERTY - ------- -------- Description of Real Estate: The following table sets forth the investment portfolio of the Partnership at December 31, 1998. It is the opinion of management that the property is adequately covered by insurance. The mortgage note payable at December 31, 1998 for Washington Towne Apartments is $1,677,715. Full detail of the mortgage is described in Item 8 - "Note 7 - Mortgage Notes Payable".
Gross Book Value Occupancy Date Property Description of Property Rate Acquired - -------- ----------- ----------- ---- -------- Washington Towne Apartments Apartments Atlanta, Georgia 148 units $2,588,078 99% July 1991 ==========
Sale of Glasshouse Square - ------------------------- On May 8, 1998, the Partnership sold Glasshouse Square Shopping Center to an unaffiliated third party for a gross sales price of $10,600,000. The property was acquired by the purchaser with a cash down payment and assumption of the first mortgage lien on the property. In conjunction with the sale, the Partnership provided short-term financing, which was paid off by the purchaser in 1998. The Partnership was able to obtain a $150,000 principal discount on the second mortgage from the second mortgage lender, as well as forgiveness of $270,418 of accrued and unpaid interest. This gain on debt forgiveness is reflected as an extraordinary item in the Partnership's consolidated statements of operations for the year ended December 31, 1998 5 Washington Towne Apartments - --------------------------- The mortgage payable for Washington Towne Apartments, LLC had unpaid principal amount of $1,677,715 at December 31, 1998. In September 1995, the Partnership obtained a mortgage loan payable in the amount of $1,750,000 from a new lender. In order to preserve the Partnership's ownership interest in the Washington Towne Apartments and in order to satisfy the new lender's structural requirements with respect to the refinancing of the mortgage note payable, the Partnership contributed the property on September 13, 1995 to an affiliated entity, Washington Towne Apartments, LLC, a Georgia limited liability company. The Partnership is the owner of all the capital stock of Washington Towne, Inc. The Partnership is the 99% member and Washington Towne, Inc. is the 1% managing member of Washington Towne Apartments, LLC. Therefore, the Partnership effectively retained a 100% interest in the property. In connection with the contribution of the property to Washington Towne Apartments, LLC, the lender provided sufficient funds to satisfy the matured loan obligation and to provide for certain property improvements. Property improvements were completed prior to the end of the first quarter 1996 and have significantly enhanced the value of the property (see Item 8 - "Note 5 - Mortgage Notes Payable"). Operating Data: Occupancy Rates for the Years 1994-1998
- ------------------------------------------------------------------------------------------------------------------------------ 1994 1995 1996 1997 1998 - ------------------------------------------------------------------------------------------------------------------------------ Washington Towne 98% 94% 94% 94% 99% - ------------------------------------------------------------------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS - ------- ----------------- The Partnership filed a lawsuit styled University Real Estate Partnership V vs. ---------------------------------------- Silo California, Inc. No. 692441 (Superior Court of the State of California) to - --------------------- recover possession of leased premises and damages related to breach of a lease at Glasshouse Square Shopping Center. The Partnership obtained an unlawful detainer judgment against the defendant on October 25, 1995, in the amount of $41,757. The Partnership filed a claim against Silo California, Inc. on February 9, 1996, in a bankruptcy proceeding entitled In re: Silo California, Inc., a California ------------------------------------------- corporation, No. 95-1581 (U.S. Bankruptcy Court, District of Delaware), to - ----------- recover on the $41,757 unlawful detainer judgment. A second claim in the amount of $312,992 for additional damages related to breach of the lease was filed on February 20, 1996 against Silo California, Inc. and an identical $312,992 claim was filed against Silo Holdings, Inc. in In re: Silo Holdings, Inc., No. 95- -------------------------- 1578 (U.S. Bankruptcy Court, District of Delaware) on February 20, 1996. All three claims are still pending. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------- --------------------------------------------------- None. PART II ITEM 5. MARKET FOR REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED - ------- ---------------------------------------------------------------- SECURITY HOLDER MATTERS ----------------------- (A) There is no established public trading market for Limited Partnership Units, nor is one expected to develop.
(B) Title of Class Number of Record Unit Holders -------------- ----------------------------- Limited Partnership Units 1,819 as of March 31, 1999 Income Units 869 as of March 31, 1999 Growth/Shelter Units 950 as of March 31, 1999
(C) The Partnership resumed making distributions in 1998 as a result of payments on the San Pedro Note Receivable and the sale of Glasshouse Square Shopping Center. Cash distributions from capital transactions totaled $1,074,693 and all were paid entirely to the Income Unit Holders. Cumulative distributions through December 31, 1998, were $16,887,229, $1,786,307, and $590,957 to the Income, Growth/Shelter, and General Partners, respectively. 6 ITEM 6. SELECTED FINANCIAL DATA - ------- ----------------------- The following table sets forth a summary of certain financial data for the Partnership. This summary should be read in conjunction with the Partnership's consolidated financial statements and notes thereto appearing in Item 8.
Consolidated Statements Year Ended December 31, - ----------------------- --------------------------------------------------------------------------------- Of Operations 1998 1997 1996 1995 1994 - ----------------------------- ------------ ------------ ------------ ------------ ------------ Rental income................ $ 1,551,668 $ 2,390,773 $ 2,087,301 $ 2,329,859 $ 2,484,310 Interest income.............. 45,915 32,335 32,797 150,809 212,896 Other income................. 160,427 84,723 28,057 44,345 - Expenses..................... (2,069,394) (2,886,252) (3,063,489) (3,477,628) (3,792,919) Loss on sale of note receivable.................. - - - - (350,000) Loss on modification of note receivable............. - - - - (530,695) Provision for loss on note receivable............. - - - (100,000) - Loss on sale of repossessed real estate................. - - - (121,518) - Gain on sale of property..... 198,610 - - - - Loss before extraordinary items..................... (112,774) (378,421) (915,334) (1,174,133) (1,976,408) Extraordinary items....... 420,418 - - 75,000 - ------------ ------------ ------------ ----------- ----------- Net income (loss)............ $ 307,644 $ (378,421) $ (915,334) $(1,099,133) $(1,976,408) =========== =========== =========== =========== =========== Net income (loss) per Limited Partnership Unit: Loss before extraordinary items........ $ (3.26) $(10.92) $(26.42) $ (33.84) $(56.79) Extraordinary items......... 12.15 - - 2.16 - ----------- ----------- ----------- ----------- ----------- Net income (loss)........... $ 8.89 $(10.92) $(26.42) $ (31.68) $(56.79) =========== =========== =========== =========== =========== Distributions per Limited Partnership Unit: Income Partners............. $ 60.64 $ - $ - $ - $ - Growth/Shelter Partners................... $ - $ - $ - $ - $ - Consolidated Balance As of December 31, - -------------------- -------------------------------------------------------------------------------- Sheets 1998 1997 1996 1995 1994 - ------ ----------- ----------- ----------- ----------- ----------- Real estate, net............. $ 1,712,837 $10,951,261 $11,398,265 $11,673,695 $11,799,899 Notes receivable, net........ 0 250,000 250,000 250,000 750,000 Total assets................. 2,135,979 12,248,950 12,670,367 13,416,272 14,666,336 Mortgage notes payable....... 1,677,715 10,680,255 10,789,414 10,674,931 9,453,587 Partners' (deficit) equity... (259,509) 507,540 885,961 1,801,295 2,900,428
Net loss per Limited Partnership Unit is computed by dividing net loss allocated to the Limited Partners by the weighted average number of Limited Partnership Units outstanding during the year. Per unit information has been computed based on 34,275 Limited Partnership Units outstanding in 1998, 34,301 Units outstanding in 1997 and 1996, 34,353 Limited Partnership Units outstanding in 1995, and 34,453 in 1994. 7 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS - ------- ----------------------------------------------------------------------- OF OPERATIONS ------------- FINANCIAL CONDITION - ------------------- The Partnership was formed in 1977 to acquire, operate and ultimately dispose of a diversified portfolio of income-producing real property. Five of the Partnership's properties were sold and a sixth was deeded to the lender in cancellation of indebtedness in 1985. A seventh property was sold in 1986, another in 1987, and Glasshouse Square in 1998. The Partnership received partial consideration from the sale of certain properties in the form of notes receivable, all of which have been collected in full as of December 31, 1998. RESULTS OF OPERATIONS - --------------------- Revenues: Rental income was $1,551,668 in 1998 as compared to $2,390,773 and $2,087,301 in 1997 and 1996, respectively. The decrease of $839,105 in 1998 as compared to 1997 is due primarily to the sale of Glasshouse Square Shopping Center. The increase in 1997 as compared to 1996 is primarily due to increased occupancies and the commencement of ground lease payments from two ground leases at Glasshouse Square. Of the total revenues recorded by the Partnership, the amount attributable to rental income from Glasshouse Square Shopping Center was 32% in 1998, 57% in 1997, and 39% in 1996. Interest income increased in 1998 by $13,580 mostly due to additional interest received for a note receivable from the Glasshouse Square Shopping Center sale. It remained constant between 1997 at $32,335 compared to 1996 at $32,797. Interest earned on the Bank of San Pedro note receivable was approximately 7.0% in 1998, 1.3% in 1997 and 1.5% in 1996 of the total rental and interest income of the Partnership. The San Pedro note receivable was paid in full on July 20, 1998. On November 28, 1998 the Glasshouse Square purchaser paid the related note receivable note in full. Expenses: Interest expense was $542,586 in 1998 as compared to $1,052,586 and $1,058,343 in 1997 and 1996, respectively. The decrease was due to the sale of Glasshouse Square Shopping Center and the retirement of its mortgage notes payable. Depreciation and amortization expense was $317,679 in 1998 as compared to $588,124 and $544,080 in 1997 and 1996, respectively. Property taxes were $118,876 in 1998 as compared to $124,201 and $98,675 in 1997 and 1996, respectively. The reduction in 1998 is due to the sale and elimination of expenses for the Glasshouse Square Shopping Center. The increase from 1996 to 1997 of $25,526 is due primarily to changes in assessed values of the properties as well as the receipt of a tax refund in 1996. Other property operating expenses, the provisions for doubtful accounts, and property management fees were $772,526 in 1998 as compared to $837,900 and $975,552 in 1997 and 1996, respectively. The decrease in 1998 was due to the sale of the Glasshouse Square Shopping Center in the middle of the fiscal year. The $137,652 decrease in 1997 is due to increased operating efficiencies at the properties. General and administrative expenses were $197,727 in 1998 as compared to $85,848 and $150,593 in 1997 and 1996, respectively. The decrease in 1997 as compared to 1996 is primarily due to a reduction in partnership legal expenses. General and administrative expenses - affiliates were $120,000 in 1998 as compared to $197,593 and $236,246 in 1997 and 1996, respectively. The decrease from 1996 to 1997 of $38,653 is primarily a result of the elimination of the asset management fee previously charged to the Partnership. The Partnership incurred a loss of $530,695 related to the modification of the Las Oficinas note receivable and the transfer of the underlying mortgage debt to the borrower on the note receivable. The modification of the note receivable occurred in December 1994 and the transfer of the underlying mortgage debt to the borrower occurred in February 1995. 8 The Partnership incurred an additional loss of $350,000 related to the sale of the Las Oficinas note receivable on April 7, 1995 for $750,000. On July 20, 1995, the Partnership incurred a loss of $46,518 on the sale of the Bank of San Pedro Office Building. This amount consists of a loss of $121,518 on the sale and an extraordinary gain on debt forgiveness of $75,000 on the promissory note payable to Southmark. The Partnership recorded at year end 1995 a $100,000 provision for loss to reduce the carrying value of the Bank of San Pedro Office Building note receivable to $250,000 after the purchaser defaulted on the note during the first quarter of 1996. Even though the default has been cured, the provision for loss was recorded in the event of any future complications with the purchaser. On July 20, 1998 the San Pedro Note Receivable in the amount of $350,000 was paid in full. The Partnership recorded extraordinary income as a result of debt reductions by the Glasshouse lender which consisted of debt forgiveness of $420,418. On May 8, 1998, the Partnership recorded a gain on the sale of Glasshouse Square Shopping Center of $198,610. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- At December 31, 1998, the Partnership held cash and cash equivalents of $192,968 of which $21,939 were tenant security deposits. Cash and cash equivalents at the end of 1998 increased by approximately $56,372 as compared to the balance held at December 31, 1997. Cash flow from operations in 1998 was $492,989. Positive cash flow from investing activities in 1998 was $694,130. Negative cash flow from financing activities in 1998 was $1,130,747. The mortgage payable on the Washington Towne Apartments matured in June 1995. In September 1995, the Partnership obtained a mortgage loan payable in the amount of $1,750,000 from a new lender. In order to preserve the Partnership's ownership interest in the Washington Towne Apartments and in order to satisfy the new lender's structural requirements with respect to the refinancing of the mortgage note payable, the Partnership contributed the property on September 13, 1995 to an affiliated entity, Washington Towne Apartments, LLC, a Georgia limited liability company. The Partnership is the owner of all the capital stock of Washington Towne, Inc. The Partnership is the 99% member and Washington Towne, Inc. is the 1% managing member of Washington Towne Apartments, LLC. Therefore, the Partnership effectively retained a 100% interest in the property. In connection with the contribution of the property to Washington Towne Apartments, LLC, the lender provided sufficient funds to satisfy the matured loan obligation and to provide for certain property improvements. Property improvements were completed prior to the end of the first quarter 1996 and have significantly enhanced the value of the property. With its present cash reserves, the General Partner expects that the Partnership will have sufficient cash to meet its commitments. However, should present cash resources be insufficient for current needs, the Partnership has no non- restrictive existing lines of credit, and thus would require other sources of working capital, such as support from affiliates or sale of Partnership property. Neither the General Partner and its affiliates nor Hampton and its affiliates or assigns have any obligation to provide financial support to the Partnership and there is no assurance that the sale of any property can be timed to coincide with the Partnership's needs. 9 ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ------- --------------------------------------------------------
Page Number ------ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS - ------------------------------------------ Consolidated Financial Statements: Independent Auditors' Report, December 31, 1998, 1997, and 1996...... F1 Consolidated Balance Sheets at December 31, 1998 and 1997............ F2 Consolidated Statements of Operations for the Three Years Ended December 31, 1998................................................. F3 Consolidated Statement of Partners' Equity (Deficit) for the Three Years Ended December 31, 1998..................................... F4 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 1998................................................. F5 Notes to Consolidated Financial Statements........................... F7 Consolidated Financial Statement Schedules: For the Three Years Ended December 31, 1998: Schedule II - Valuation and Qualifying Accounts................... F15 Schedule III - Real Estate Investments and Accumulated Depreciation and Amortization.................................... F16 Schedule IV - Mortgage Loans on Real Estate....................... F18
10 INDEPENDENT AUDITORS' REPORT ---------------------------- To the Partners of University Real Estate Partnership V: We have audited the accompanying consolidated balance sheets of University Real Estate Partnership V as of December 31, 1998 and 1997, and the related consolidated statements of operations, partners' equity (deficit) and cash flows for the years ended December 31, 1998, 1997, and 1996. These consolidated financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. Subsequent to December 31, 1998 the Partnership sold the remaining real estate investment; Washington Towne Apartments. The proceeds from this sale will benefit the Partnership by entering into a tax-free exchange for a similar property. There can be no assurances, however, as to the ultimate completion of the exchange or the benefits which will be available to the Partnership. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of University Real Estate Partnership V as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years ended December 31, 1998, 1997 and 1996 in conformity with generally accepted accounting principles. In connection with our audits of the consolidated financial statements referred to above, we audited the financial schedules listed under item 14(a)(2). In our opinion, these financial schedules, when considered in relation to the consolidated financial statements taken as a whole, present fairly, in all material respects, the information stated therein. /s/ Wallace Sanders & Company WALLACE SANDERS & COMPANY Dallas, Texas April 13, 1999 F1 UNIVERSITY REAL ESTATE PARTNERSHIP V CONSOLIDATED BALANCE SHEETS
December 31, -------------------------- ASSETS 1998 1997 - ------ ----------- ------------ Real estate investments Land $ 524,145 $ 5,255,247 Buildings and improvements 2,063,933 14,261,080 ---------- ----------- 2,588,078 19,516,327 Less: Accumulated depreciation and amortization (875,241) (8,565,066) ---------- ----------- 1,712,837 10,951,261 ---------- ----------- Note receivable, net - 250,000 ---------- ----------- Cash and cash equivalents (including $21,939 and $18,985 for security deposits at December 31, 1998 and 1997, respectively) 192,968 136,596 Accounts receivable, net of allowance for doubtful accounts of $0 and $107,044 at December 31, 1998 and 1997, respectively 16,660 40,826 Deferred borrowing costs, net of accumulated amortization of $49,992 and $139,586 at December 31, 1998 and 1997, respectively 101,695 206,755 Prepaid expenses and other assets 111,819 663,512 ---------- ----------- $2,135,979 $12,248,950 ========== =========== LIABILITIES AND PARTNERS' EQUITY (DEFICIT) - ------------------------------------------ Mortgage notes payable $1,677,715 $10,680,255 Accrued mortgage interest 12,403 254,478 Accrued property taxes 3,174 127,951 Accounts payable and accrued expenses 130,014 105,782 Subordinated real estate commissions 549,218 549,218 Security deposits 22,964 23,726 ---------- ----------- 2,395,488 11,741,410 ---------- ----------- Partners' equity (deficit): Limited Partners - 50,000 Units authorized; 34,275 and 34,301 Units issued and outstanding at December 31, 1998 and 1997, respectively, (17,723 And 17,733 Income Units at December 31, 1998 and 1997 and 16,552 and 16,568 Growth/Shelter Units at December 31, 1998 and 1997) 283,643 1,053,768 General Partner (543,152) (546,228) ---------- ----------- (259,509) 507,540 ---------- ----------- $2,135,979 $12,248,950 ========== ===========
See accompanying notes to consolidated financial statements. F2 UNIVERSITY REAL ESTATE PARTNERSHIP V CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, --------------------------------------- 1998 1997 1996 ----------- ----------- ----------- Revenues: Rental income $1,551,668 $2,390,773 $2,087,301 Interest 45,915 32,335 32,797 Other income 160,427 84,723 28,057 ---------- ---------- ---------- Total revenues 1,758,010 2,507,831 2,148,155 ---------- ---------- ---------- Expenses: Interest 542,586 1,052,586 1,058,343 Depreciation and amortization 317,679 588,124 544,080 Property taxes 118,876 124,201 98,675 Other property operations 651,289 688,520 809,620 Provision for doubtful accounts 43,163 38,741 72,820 Property management fees - affiliates 78,074 110,639 93,112 General and administrative 197,727 85,848 150,593 General and administrative - affiliates 120,000 197,593 236,246 ---------- ---------- ---------- Total expenses 2,069,394 2,886,252 3,063,489 ---------- ---------- ---------- Net operating loss (311,384) (378,421) (915,334) ---------- ---------- ---------- Gain on sale of real estate 198,610 ---------- ---------- ---------- Loss before extraordinary item (112,774) (378,421) (915,334) Extraordinary item - gain on debt forgiveness 420,418 - - ---------- ---------- ---------- Net income (loss) $ 307,644 $ (378,421) $ (915,334) ========== ========== ========== Net income (loss) allocable to General Partner $ 3,076 $ (3,784) $ (9,153) Net income (loss) allocable to Limited Partners $ 304,568 $ (374,637) $ (906,181) ---------- ---------- ---------- Net income (loss) $ 307,644 $ (378,421) $ (915,334) ========== ========== ========== Net income (loss) per Limited Partnership Unit: Loss before extraordinary item $(3.26) $(10.92) $(26.42) Extraordinary item 12.15 - - ---------- ---------- ---------- Net income (loss) $8.89 $(10.92) $(26.42) ========== ========== ==========
See accompanying notes to consolidated financial statements. F3 UNIVERSITY REAL ESTATE PARTNERSHIP V CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (DEFICIT)
Total Partners' General Limited Equity Partner Partners (Deficit) ---------- ------------ ------------ Balance at December 31, 1995 $(533,291) $ 2,334,586 $ 1,801,295 Net loss (9,153) (906,181) (915,334) --------- ----------- ----------- Balance at December 31, 1996 (542,444) 1,428,405 885,961 Net loss (3,784) (374,637) (378,421) --------- ----------- ----------- Balance at December 31, 1997 (546,228) 1,053,768 507,540 Distributions - (1,074,693) (1,074,693) Net income 3,076 304,568 307,644 --------- ----------- ----------- Balance at December 31, 1998 $(543,152) $ 283,643 $ (259,509) ========= =========== ===========
See accompanying notes to consolidated financial statements. F4 UNIVERSITY REAL ESTATE PARTNERSHIP V CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, ---------------------------------------- 1998 1997 1996 ------------ ----------- ----------- Cash flows from operating activities: Cash received from tenants $ 1,589,643 $2,374,358 $2,027,060 Cash paid to suppliers (945,805) (1,295,125) (1,339,645) Interest received 45,914 29,710 32,797 Interest paid (492,360) (943,111) (943,603) Property taxes paid (54,403) (42,006) (151,747) Property tax refund - 44,910 23,557 Proceeds from note receivable 350,000 - - ----------- ---------- ---------- Net cash provided by (used in) operating activities 492,989 168,736 (351,581) ----------- ---------- ---------- Cash flows from investing activities: Additions to real estate investments (84,641) (98,858) (251,727) Net cash received as a result of sale of real estate 240,513 - - Proceeds from purchasers note receivable 538,258 - 4141 ----------- ---------- ---------- Net cash provided by (used in) investing activities 694,130 (98,858) (247,586) ----------- ---------- ---------- Cash flows from financing activities: Principal payments on mortgage note payable (56,058) (109,160) (105,978) Advances from line of credit - - 220,461 Distributions (1,074,689) - - ----------- ---------- ---------- Net cash (used in) provided by financing activities (1,130,747) (109,160) 114,483 ----------- ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 56,372 (39,282) (484,684) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 136,596 175,878 660,562 ----------- ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF YEAR $ 192,968 $ 136,596 $ 175,878 =========== ========== ==========
See accompanying notes to consolidated financial statements. F5 UNIVERSITY REAL ESTATE PARTNERSHIP V CONSOLIDATED STATEMENTS OF CASH FLOWS Reconciliation of Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities
For the Years Ended December 31, ------------------------------------ 1998 1997 1996 ---------- ---------- ---------- Net income (loss) $ 307,644 $(378,421) $(915,334) --------- --------- --------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 317,679 588,124 544,080 Gain on sale of real estate (198,610) - - Extraordinary gain on debt forgiveness (420,418) - - Amortization of deferred borrowing costs 21,883 28,152 28,152 Non-cash expenses on sale of Glasshouse Square 157,678 - - Gain on sale of equipment - - (915) Changes in assets and liabilities: Accounts receivable (15,392) (19,738) 33,828 Prepaid expenses and other assets (48,503) (115,543) (96,072) Notes receivable 250,000 - - Accounts payable and accrued expenses 24,232 (96,982) 45,997 Accrued mortgage interest 28,343 81,322 86,588 Accrued property taxes 64,473 82,195 (53,072) Security deposits 3,980 (373) (24,833) --------- --------- --------- Total adjustments 185,345 547,157 563,753 --------- --------- --------- Net cash provided by (used in) operating activities $ 492,989 $ 168,736 $(351,581) ========= ========= =========
See accompanying notes to consolidated financial statements. F6 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - -------------------------------------------------------------------- Organization - ------------ University Real Estate Partnership V (the "Partnership") was organized in 1977, as a limited partnership under the provisions of the California Uniform Limited Partnership Act as then in effect. The general partner of the Partnership is University Advisory Company ("UAC" or the "General Partner"), a California general partnership. Southmark Commercial Management, Inc. ("SCM"), and Southmark Investors, Inc. ("SII"), both wholly-owned subsidiaries of Southmark Corporation ("Southmark"), were the two general partners of UAC through December 15, 1996. On December 15, 1996, OS General Partner Company ("OSGPC"), a Texas corporation and OS Holdings, Inc. ("OS"), a Texas corporation acquired the interests held in UAC by SCM and SII. The Partnership was formed to acquire, operate and ultimately dispose of a diversified portfolio of income-producing property. Principles of Consolidation - --------------------------- On September 13, 1995, the Partnership contributed the Washington Towne Apartments to an affiliated entity, Washington Towne Apartments, LLC, a Georgia limited liability company. The Partnership is the 99% member and Washington Towne, Inc. is the 1% managing member of Washington Towne Apartments, LLC. The Partnership is the owner of all the capital stock of Washington Towne, Inc. Therefore, the Partnership effectively retained a 100% interest in the Washington Towne Apartments. The consolidated financial statements include the accounts of the Partnership, Washington Towne Apartments, LLC, and Washington Towne, Inc. Real Estate Investments - ----------------------- Real estate investments and improvements are generally stated at cost except in cases where it has been determined that the property has sustained an impairment in value. At such time, a provision for loss is recorded to reduce the basis of the property to its net realizable value. Improvements are capitalized and repairs and maintenance are charged to operations as incurred. Depreciation - ------------ Buildings and improvements are depreciated using the straight-line method over 5 to 30 years. Tenant improvements were amortized over the terms of the related tenant lease using the straight-line method. Cash and Cash Equivalents - ------------------------- The Partnership considers all highly liquid investments with initial maturities of three months or less to be cash equivalents. Deferred Borrowing Costs - ------------------------ Loan fees for long-term financing of real property are capitalized and are amortized over the terms of the related mortgage note payable using the straight-line method. Amortization of deferred borrowing costs is included in interest expense in the Consolidated Statements of Operations. F7 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) - -------------------------------------------------------------------------------- Rental Revenues - --------------- The Partnership leases its residential property under short-term operating leases. Lease terms generally are less than one year in duration. Rental income is recognized as earned. The Partnership leased its commercial property under non-cancelable operating leases that expired over the next 10 years. Some leases provided concessions and periods of escalating or free rent. Rental income was recognized on a straight-line basis over the life of the lease. The excess of the rental income recognized over the contractual rental payments due was recorded as accrued rent receivable and is included in prepaid expenses and other assets in the accompanying consolidated balance sheets. Notes Receivable - ---------------- Notes receivable were recorded at their original basis, net of any allowance for uncollectible amounts. Interest income was recognized as it was earned. Income Taxes - ------------ The Partnership is not a tax paying entity, and accordingly no provision has been recorded for Federal or state income tax purposes. The partners are individually responsible for reporting their share of the Partnership's taxable income or loss on their income tax returns. In the event of an examination of the Partnership's tax return by the Internal Revenue Service, the tax liability of the partners could be changed if an adjustment in the Partnership's income or loss is ultimately sustained by the taxing authorities. Certain transactions of the Partnership may be subject to accounting methods for income tax purposes that differ from the accounting methods used in preparing these consolidated financial statements in accordance with generally accepted accounting principles. Accordingly, the net income or loss of the Partnership and the resulting balances in the partners' capital accounts reported for income tax purposes may differ from the balances reported for those same items in these consolidated financial statements. Use of Estimates - ---------------- The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Financial Instruments - --------------------- The Partnership's carrying values for financial instruments approximate their fair values. F8 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) - -------------------------------------------------------------------------------- Allocation of Net Income and Net Loss - ------------------------------------- The Partnership Agreement provides for net income of the Partnership for both consolidated financial statements and income tax reporting purposes to be allocated 99% to the Limited Partners and 1% to the General Partner. Net income allocated to the Limited Partners shall be allocated first to the Limited Partners holding Growth/Shelter Units in the same ratio and manner that losses were charged to these Limited Partners and up to amounts equal to such previously charged losses and then to all of the Limited Partners in the same ratio that distributions from all sources, other than proceeds from the sale of Limited Partnership units, have been allocated. The Partnership Agreement provides for net losses of the Partnership for both financial statement and income tax reporting purposes to be allocated 1% to the General Partner and 99% to the Growth/Shelter Unit holders. Net Loss Per Limited Partnership Unit - ------------------------------------- Net loss per Limited Partnership Unit is computed by dividing net loss allocated to the Limited Partners by the weighted average number of Limited Partnership Units outstanding during the year. Per unit information has been computed based on 34,275 Limited Partnership Units outstanding in 1998 and 34,301 Limited Partnership Units outstanding in 1997 and 34,453 Limited Partnership Units outstanding in 1996. Distributions - ------------- Distributions to the Partners are made at the discretion of the General Partner and are subject to payment of expenses of the Partnership, including debt service, and maintenance of reserves. Distributions to the Partners are paid from operations of the Partnership's properties, from sales or refinancing of properties, or from other sources, if any. NOTE 2 - TRANSACTIONS WITH AFFILIATES - ------------------------------------- Under the Partnership Agreement, the General Partner or an affiliate is entitled to a subordinated real estate commission upon the sale of Partnership properties. Payment of the commission is subordinated to distributions to the Limited Partners of original invested capital plus a 9% per annum cumulative return. Subordinated real estate commissions payable totaled $549,218 at December 31, 1998 and 1997. Compensation and reimbursements paid to or accrued for the benefit of OSGPC and affiliates for the years ending December 31:
1998 1997 1996 -------- -------- -------- Asset management fee $ 78,074 $110,639 $ 86,259 Charged to general and administrative expense: Partnership and Financial administration, data processing, accounting and tax reporting, and investor relations 120,000 197,593 149,987 -------- -------- -------- Total compensation and reimbursements $198,074 $308,232 $236,246 ======== ======== ========
F9 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 2 - TRANSACTIONS WITH AFFILIATES (CONTINUED) - ------------------------------------------------- The Partnership had previously entered into a Debt Workout Consulting Agreement with Meridian Realty Advisors, Inc., an affiliate of the General Partner to assist the Partnership in its ongoing efforts to negotiate debt relief from its lenders and assist in the marketing and sale of the Partnership's properties. The Partnership paid $216,800 to the affiliate pursuant to such agreement related to the sale of the Glasshouse Square Shopping Center on May 8, 1998. This amount reduced the gain on sale of real estate in the accompanying consolidated statements of operations. NOTE 3 - REAL ESTATE INVESTMENTS - -------------------------------- The cost and accumulated depreciation and amortization of the Partnership's real estate investments held at December 31, 1998 and 1997, is set forth in the following tables:
Buildings and Accumulated 1998 Land Improvements Depreciation Total ---- ------------- ------------ ------------- -------------- Washington Town Apartments $ 524,145 $ 2,063,933 $ (875,241) $ 1,712,837 ============= ============= ============== ============= Buildings and Accumulated 1997 Land Improvements Depreciation Total ---- ------------- ------------ ------------- ------------- Glasshouse Square Shopping Center $ 4,731,102 $ 12,281,786 $ (7,869,983) $ 9,142,905 Washington Towne Apartments 524,145 1,979,294 (695,083) 1,808,356 ------------- ------------- -------------- ------------ $ 5,255,247 $ 14,261,080 $ (8,565,066) $ 10,951,261 ============= ============= ============== =============
NOTE 4 - NOTES RECEIVABLE - ------------------------- On July 20, 1995, the Partnership sold one of its real estate investments, the Bank of San Pedro Office Building, for $1,350,000. The Partnership received, as partial consideration from the sale, a note receivable for $350,000, bearing interest at 9% per annum with interest only payments due monthly, secured by a second lien deed of trust on the Bank of San Pedro Office Building, maturing on July 20, 1998. On March 30, 1996, the borrower on the note receivable ceased making regularly scheduled debt payments constituting an event of default. The borrower cured the default situation; however, a provision for loss in the amount of $100,000 was recorded in 1995 in the event of any future complications. The note receivable balance of $350,000 was paid on July 20,1998. On May 8, 1998, the Glasshouse Square Shopping Center was sold. The Partnership provided short-term financing, in the form of a note receivable, to the purchaser (a third-party) in the amount of $538,258. This note receivable bore interest at 8% per annum with interest only payments due monthly, secured by a deed of trust on the Glasshouse Square property and maturing on March 1, 1999. On November 27, 1998, the note receivable was paid by the purchaser. F10 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 5 - MORTGAGE NOTES PAYABLE ------------------------------- The following is a summary of mortgage notes payable.
December 31, -------------------------- 1998 1997 ----------- ----------- Mortgage payable bearing interest at 8.625%, secured by Washington Towne Apartments, payable in monthly installments of principal and interest of $14,239; maturing October 2005. $1,677,715 $ 1,702,700 Mortgage payable bearing interest at 9.5% secured by a first lien deed of trust on Glasshouse Square Shopping Center, payable in varying monthly installments of principal and interest; maturing December 2004. In March 1995, the mortgage payable was modified. The modification bears an interest rate of 9.5%, payable in monthly principal and interest payments beginning April 1995 based on a 25 year amortization, maturing December 2000. An additional advance note payable was obtained in March 1995, bearing interest at 9.5%, also secured by the same first lien deed of trust on Glasshouse Square Shopping Center, payable in monthly principal and interest payments beginning April 1995 based on a 25 year amortization maturing December 2000. On May 8, 1998, the Glasshouse Square Shopping Center was sold and subsequently the mortgage was paid in full. - 7,485,124 Mortgage payable bearing interest at 11% secured by a second lien deed of trust on Glasshouse Square Shopping Center, payable in varying monthly installments of interest from October 1993 to September 1994; then, monthly installments of principal and interest; maturing September 2008. In March 1995, the mortgage payable was modified. The modification bore an interest rate of 11%, payable in monthly interest only installments of $6,595, maturing December 2000. On May 8, 1998, the Glasshouse Square Shopping Center was sold and subsequently the mortgage was paid in full. - 1,492,431 ---------- ----------- $1,677,715 $10,680,255 ========== ===========
F11 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 5 - MORTGAGE NOTES PAYABLE (CONTINUED) - ------------------------------------------- Scheduled principal maturities of the mortgage note under existing terms are as follows at December 31, 1998:
1999 $ 27,227 2000 29,670 2001 32,333 2002 35,235 2003 38,397 Thereafter 1,514,853 ---------- Total $1,677,715 ==========
NOTE 6 - DISTRIBUTIONS - ---------------------- Distributions of cash from operations, to the extent deemed available by the General Partner for distribution, are allocated 92% to the Limited Partners and 8% to the General Partner, and are made in the following order: (a) First to the holders of Income Units until they receive a return of 9% per annum cumulative on their adjusted capital investment; then, (b) to the holders of Growth/Shelter Units until they receive a non-cumulative return for the year of distribution equal to 5% per annum (c) on their adjusted capital investment; then, (d) to all the Limited Partners based on number of Units held. Distributions of cash from other sources, including sales and refinancing and cash reserves, are made in the following order: (a) First, 99% to the Limited Partners and 1% to the General Partner until the Limited Partners have received a return of their aggregate capital investment plus a 9% per annum cumulative return on their adjusted capital investment. In this regard, distributions to the Limited Partners are allocated first to holders of Income Units until they have received their entire capital investment and their 9% return. Holders of Growth/Shelter Units then receive return of their entire capital investment and their 9% return. Further distributions to the Limited Partners under this section are allocated generally 20% to holders of Income Units and 80% to holders of Growth/Shelter Units. Distributions then continue; (b) to the General Partner until the General Partner has received 12% of all distributions from other sources; then, (c) 12% to the General Partner and 88% to all the Limited Partners. During 1998, distributions were made by the Partnership and totaled $1,074,693. During 1997 and 1996, no distributions were made by the Partnership. F12 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 7 - SALE OF GLASSHOUSE SQUARE SHOPPING CENTER - --------------------------------------------------- On May 8, 1998 the partnership sold the Glasshouse Square Shopping Center to a third party for $10,600,000. The transaction was recorded as follows:
Net cash received $ 240,513 Real estate investment (9,018,637) Note receivable 538,258 Other assets, liabilities and expenses (358,009) Mortgage notes 8,796,485 ----------- Gain $ 198,610 ===========
In addition, the Partnership obtained forgiveness of debt in the amount of $420,418. A portion of this transaction was accounted for as a non-cash transaction in the accompanying consolidated statements of cash flows. NOTE 8 - SUBSEQUENT EVENT - ------------------------- On April 1, 1999, the Partnership sold Washington Towne Apartments to a third party for $4,100,000. NOTE 9 - PROFORMA INFORMATION - ----------------------------- Unaudited pro forma balance sheet information as of December 31, 1998 has been prepared to reflect the financial condition of the Partnership as if the sale of the Washington Towne Apartments had occurred on December 31, 1998.
Pro Forma Historical Adjustments Pro Forma ----------- ------------ ---------- Real estate investments $1,712,837 $(1,712,837) (A) $ - Cash and cash equivalents 192,968 1,914,994 (B) 2,107,962 Accounts receivable 16,660 (16,660) (A) - Deferred borrowing costs 101,695 (101,695) (A) - Prepaid expenses and other assets 111,819 (111,819) (A) - ---------- ----------- ---------- $2,135,979 $ (28,017) $2,107,962 ========== =========== ========== Mortgage notes payable $1,677,715 $(1,677,715) (A) $ - Accrued mortgage interest 12,403 (12,403) (A) - Accrued property taxes 3,174 (3,174) (A) - Accounts payable and accrued expenses 130,014 (130,014) (A) - Subordinated real estate commissions 549,218 - 549,218 Security deposits 22,964 (22,964) (A) - Partners' equity (deficit) (259,509) 1,818,253 (A) 1,558,744 ---------- ----------- ---------- $2,135,979 $ (28,017) $2,107,962 ========== ========== ==========
F13 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) NOTE 9 - PROFORMA INFORMATION (CONTINUED) - ----------------------------------------- Unaudited pro forma information for the year ended December 31, 1998 has been prepared to reflect the results of the operations as if the sale of the Washington Towne Apartments had occurred on January 1, 1998. The results are not necessarily indicative of the results which would have occurred had these transactions been consummated at the beginning of 1998 or of future results of operations of the Partnership.
Pro Forma Historical Adjustments Pro Forma ----------- ------------ ----------- Revenues: $1,551,668 $(1,009,265) (C) $ 542,403 Rental income 45,915 - 45,915 Interest 160,427 - 160,427 ---------- ----------- ---------- Other income 1,758,010 (1,009,265) 748,745 ---------- ----------- ---------- Expenses: Interest 542,586 (145,885) (C) 396,701 Depreciation and amortization 317,679 (177,935) (C) 139,744 Property taxes 118,876 (49,308) (C) 69,568 Operating expenses 788,871 (708,794) (C) 80,077 General and administrative 301,382 - 301,382 ---------- ----------- ---------- 2,069,394 (1,081,922) 987,472 ---------- ----------- ---------- Net operating loss (311,384) 72,657 (238,727) Gain on sale of real estate 198,610 1,818,714 (C) 2,017,324 ---------- ----------- ---------- Income (Loss) before extraordinary item (112,774) 1,891,371 1,778,597 Extraordinary item - gain on debt forgiveness 420,418 - 420,418 ---------- ----------- ---------- Net income $ 307,644 $ 1,891,371 $2,199,015 ========== =========== ========== Net income per Limited Partnership Unit $ 8.89 $ 54.63 $ 63.52 ========== =========== ==========
Pro forma Adjustments --------------------- (A) To record the effect of the sale of Washington Towne Apartments including (1) a reduction in real estate investments and payoff of underlying mortgage note payable and (2) reductions in accounts receivable deferred borrowing costs, prepaid expenses and other assets, accounts payable and other liabilities resulting from the disposition of the real estate investment. (B) To record the cash proceeds from the sale of Washington Towne Apartments. (C) To remove the revenues and expenses related to Washington Towne Apartments rental operations and record the gain on the sale. F14 SCHEDULE II UNIVERSITY REAL ESTATE PARTNERSHIP V VALUATION AND QUALIFYING ACCOUNTS December 31, 1998
Additions ----------------------- Balance at Charged to Charged to Balance at Beginning Costs and Other End of Description of Period Expenses Accounts Deductions Period - ----------- ---------- ---------- ---------- ----------- ---------- 1998 ---- Allowance for Doubtful Accounts $107,044 $ - $ - $(107,044) $ - Allowance for Note Receivable $100,000 - - (100,000) - 1997 ---- Allowance for Doubtful Accounts $107,044 - - - 107,044 Allowance for Note Receivable $100,000 - - - 100,000 1996 ---- Allowance for Doubtful Accounts $107,044 - - - 107,044 Allowance for Note Receivable $100,000 - - - 100,000
F15 UNIVERSITY REAL ESTATE PARTNERSHIP V REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION AND AMORTIZATION December 31, 1998
Gross Amount at Initial Costs Costs Which Carried at Close of Period Accumulated ----------------------- Capitalized ------------------------------------ Depreciation Related Building and Subesequent to Builiding and and Description Encumbrances Land Improvements Acquisition Land Improvements Total(s) Amortization - ------------ --------------- ------------ ------------ -------------- -------- ------------ ------------ ------------- Washington Towne Apartments Atlanta, GA $1,677,715 $524,145 $931,812 $1,132,121 $524,145 $2,063,933 $2,588,078 $ (875,241) ========== ======== ======== ========== ======== ========== ========== ========== Date of Date Depreciable Description Construction Acquired lives (years) - ------------ ------------ -------- ------------ Washington Towne 1971 07/91 3-25 Apartments Atlanta, GA
F16 UNIVERSITY REAL ESTATE PARTNERSHIP V Real Estate Investments and Accumulated Depreciation and Amortization Note to Schedule III Changes in real estate investments and accumulated depreciation and amortization are as follows:
For the years ended December 31, ------------------------------------------ 1998 1997 1996 ------------- ----------- ------------ Real estate: - ------------ Balance at beginning of year $ 19,516,327 $19,417,469 $19,184,420 Acquisitions - - - Improvements 84,639 98,858 251,727 Dispositions (17,012,888) - (18,678) ------------ ----------- ----------- Balance at end of year $ 2,588,078 $19,516,327 $19,417,469 ============ =========== =========== Accumulated depreciation and amortization: - ------------------------------------------ Balance at beginning of year $ 8,565,066 $8,019,204 $7,510,725 Depreciation and amortization 304,426 545,862 523,933 Dispositions (7,994,251) - (15,454) ----------- ---------- ---------- Balance at end of year $ 875,241 $8,565,066 $8,019,204 =========== ========== ==========
F17 UNIVERSITY REAL ESTATE PARTNERSHIP V MORTGAGE LOANS ON REAL ESTATE DECEMBER 31, 1998
Principal Amount Final Periodic Face Carrying of Loans Subject Maturity Payment Prior Amount of Amount of to Delinquent Description Interest Rate Date Terms Liens Mortgage Mortgage Principal or Interest ----------- -------------- ------- ---------- ---------- ----------- ---------- --------------------- Mortgage payable on 8.625% October (1) None $1,750,000 $1,677,715 None Washington Towne 2005 Apartments, secured by a first lien deed of trust
(1) Monthly installments of principal and interest of $14,239 F18 PART III ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND - ------- --------------------------------------------------------------- FINANCIAL DISCLOSURE --------------------- None. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT - ------- -------------------------------------------------- The Partnership does not have officers or directors. University Advisory Company is the General Partner of the Partnership. OS General Partner Company and OS Holdings, Inc., are the two general partners of UAC. The executive officer and director of the General Partner who controls the affairs of the Partnership is as follows:
Other Principal Occupations and Other Name and Position Age Directorships During the Past 5 Years ----------------- --- ------------------------------------- Curtis R. 39 From 1991 to the present, Mr. Boisfontaine has served as Chief Boisfontaine, Jr., Executive Officer of Hampton Real Estate Group and as President of President and Meridian Capital Corporation. OSGPC was formed in 1995 and Mr. Chairman of the Boisfontaine is the majority shareholder, President and sole director Board of Directors of OSGPC. of OS General Partner Company David K. Ronck, 39 From 1995 to the present, Mr. Ronck has served as Vice Vice President and President-Chief Financial Officer and President of Meridian Realty Chief Financial Advisors, Inc. Prior to that time, Mr. Ronck served as President of Officer of OS ConCap Equities, Inc., the General Partner of fifteen public limited General Partner partnerships. He is Vice President and Chief Financial Officer for Company OSGPC.
ITEM 11. EXECUTIVE COMPENSATION - -------- ---------------------- No individual principal or principals as a group received over $60,000 in direct remuneration from the Registrant. The General Partner is not compensated directly for services rendered to the Partnership. Certain officers and directors of the General Partner and Hampton receive compensation from the General Partner or Hampton and/or their affiliates (but not from the Registrant) for services performed for various affiliated entities which may include services performed for the Registrant. See "Item 13 - - Certain Relationships and Related Transactions" and Note 2 to the financial statements appearing in Item 8. 11 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -------- -------------------------------------------------------------- (A) Security Ownership of certain beneficial owners. No individual or group as defined by Section 13(d)(3) of the Securities Exchange Act of 1934, known to the Registrant is the beneficial owner of more than 5 percent of the Registrant's securities. (B) Security ownership of management. Neither the General Partner nor any of its officers or directors owns any Limited Partnership Units. The General Partner is entitled to distributions of cash from operations and from other sources (primarily from the sale or refinancing of Partnership properties and the reserve account) as set forth in Item 8 - "Note 6 -Distributions." (C) Change in Control. None. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - -------- ---------------------------------------------- Beginning December 14, 1992, Property Management and Portfolio Services Agreements were entered into with Hampton UREF and the Partnership began paying property management fees, through a subcontract agreement with Hampton UREF, to Hampton and began reimbursing Hampton for its costs of administering the Partnership's affairs. Beginning April 20, 1994, the Partnership began paying property management fees to Insignia, through a Property Management Subcontract Agreement with Hampton UREF and later the Partnership directly. On December 30, 1994 an Assignment and Assumption of Portfolio Services Agreement was entered into between Hampton UREF and JKD whereby the Partnership began reimbursing JKD (now Meridian Realty Advisors, Inc. ("MRA") for its costs of administering the Partnership's affairs. Compensation or reimbursements paid to or accrued for the benefit of Hampton and affiliates and Insignia during 1998 are as follows:
MRA Insignia -------- -------- Property management fees $ - $78,074 Charged to general and administrative expense: Partnership and financial administration, data processing, accounting and tax reporting, and investor relations 120,000 - -------- ------- Total compensation and reimbursements $120,000 $78,074 ======== =======
In addition, the Partnership paid MRA a debt work-out consulting fee of $216,800 in May 1998 in connection with negotiating the debt relief relating to the Glasshouse sale. PART IV ITEM 14. EXHIBITS, CONSOLIDATED FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON - ------- ---------------------------------------------------------------------- FORM 8-K -------- (a)(1) Consolidated Financial Statements Consolidated financial statements for University Real Estate Partnership V, listed in the Index to the Consolidated Financial Statements and Supplementary Data on page 10, are filed as part of this Annual Report. 12 (a)(2) Consolidated Financial Statement Schedules Consolidated Financial Statement Supplementary Data for University Real Estate Partnership V, listed in the Index to the Consolidated Financial Statements and Supplementary Data on page 10, are filed as part of this Annual Report. (a)(3) Index to Exhibits....................................................13 (b) Reports on Form 8-K..................................................16 (a)(3) The following documents are filed as part of this report and is an index to the exhibits:
Exhibit Number Description ------ ----------- 3.1 Limited Partnership Agreement (Incorporated by reference to Registration Statement No. 2-74914 on Form S-11 filed by Registrant). 3.2i Articles of Incorporation of Washington Towne, Inc. executed on August 9, 1995. (6) 3.2ii Washington Towne, Inc. Bylaws. (6) 3.3i Articles of Organization of Washington Towne Apartments, L.L.C. executed on August 9, 1995. (6) 3.3ii Operating Agreement of Washington Towne Apartments, L.L.C. entered into and effective August 9, 1995 by and between Washington Towne, Inc., a Georgia corporation and University Real Estate Partnership V, a California limited partnership. (6) 4. Limited Partnership Agreement (Incorporated by reference to Registration Statement No. 2-74914 on Form S-11 filed by Registrant). 4.1 Trust Indenture Agreement (Incorporated by reference to Exhibit 4.1 to Registration Statement 2-74914 on Form S-11 filed by Registrant). 10.1 Asset Purchase Agreement among Southmark Corporation and its affiliates and SHL Acquisition Corp. III dated March 9, 1993. (2) 10.2 Asset Purchase Agreement among Southmark Corporation and its affiliates and SHL Acquisition Corp. III dated March 9, 1993 as amended by the First Amendment to Asset Purchase Agreement dated April 22, 1993. Incorporated by reference to the Annual Report of the Registrant on Form 10-K for the period ended December 31, 1992, as filed with the Securities and Exchange Commission on May 1, 1993. 10.3 Asset Purchase Agreement among Southmark Corporation and its affiliates and SHL Corp. III dated March 9, 1993, as amended by the Second Amendment to Asset Purchase Agreement dated December 14, 1993. (2) 10.4 University V Option Agreement entered into as of December 16, 1993, by and among University Advisory Company and Hampton Realty Partners, L.P. and/or its Permitted Assigns. (3) 10.5 Portfolio Services Agreement between the Partnership and Hampton UREF Management, Ltd. dated December 16, 1993 to be effective as of December 14, 1992. (3)
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Exhibit Number Description ------ ----------- 10.6 Assignment of Rights of the Asset Purchase Agreement between SHL Acquisition Corp. III and Hampton HCW, Hampton Realty Partners, L.P., and Hampton UREF Management, Ltd. dated December 16, 1993. (3) 10.7 Portfolio Service Subcontract between Hampton UREF Management, Ltd. and IFGP Corporation dated April 20, 1994. (3) 10.8 Property Management Subcontract between Hampton UREF Management, Ltd. and Insignia Management Group, L.P. dated April 20, 1994. (3) 10.9 Purchase Agreement between Hampton Realty Partners, L.P. and Insignia Financial Group, Inc. dated April 20, 1994. (3) 10.10 Note dated June 10, 1994 by and between University Real Estate Partnership V, a California limited partnership, and Southmark Corporation, a Georgia corporation, in the amount of $877,000.00. (3) 10.11 Settlement Agreement between PDP Venture V, a California limited partnership, and University Real Estate Partnership V, a California limited partnership, dated June 20, 1994. (3) 10.12 Portfolio Services Subcontract Agreement between Hampton UREF Management, Ltd. and IFGP Corporation dated April 20, 1994 as amended July 31, 1994. (3) 10.13 Termination of Purchase Agreement between Hampton Realty Partners, L.P. and Insignia Financial Group, Inc. dated August 8, 1994. (3) 10.14 Property Management Subcontract Agreement between Hampton UREF Management, Ltd. and Insignia Management Group, L.P. dated April 20, 1994, as amended August 8, 1994. 3) 10.15 Termination of Property Management Agreement between Hampton UREF Management, Ltd. and the Partnership dated August 8, 1994. (3) 10.16 Property Management Agreement between the Partnership and Insignia Commercial Group, Inc. dated August 8, 1994. (3) 10.17 Termination of Property Management Subcontract Agreement between Hampton UREF Management, Ltd. and Insignia Management Group, Ltd. dated September 1, 1994. (3) 10.18 Assignment and Assumption of Portfolio Services Agreement between Hampton UREF Management, Ltd. and JKD Financial Management, Inc. dated December 30, 1994. (4) 10.19 Assignment and Assumption of Option Agreement between Hampton Realty Partners, L.P. and JKD Financial Management, Inc. dated December 30, 1994. (4) 10.20 Modification and/or Extnesion Agreement dated March 27, 1995 by by and between Imperial Bank, a California banking corporation, and University Real Estate Partnership V, a California limited partnership. (5) 10.21 Disbursement Agreement and Deed of Trust dated March 27, 1995, between Imperial Partnership Bank, a California banking corporation, and University Real Estate Partnership V, a California limited partnership for the additional line of credit granted to the Partership in the amount of $400,000. (5)
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Exhibit Number Description ----- ----------- 10.22 Forbearance Agreement dated March 27, 1995 by and between University Real Estate Partnership V, a California limited partnership and Imperial Bank, a California banking corporation. (5) 10.23 Note dated March 31, 1995 by and between University Real Estate Partnership V, a California limited partnership, and Imperial Bank, a California banking corporation in the amount of $250,000. (5) 10.24 Amended and Restated Forbearance Agreement entered into on April 28, 1995 by and between University Real Estate Partnership V, a California limited partnership and Imperial Bank, a California banking corporation. (5) 10.25 Promissory Note dated September 13, 1995 by and between Washington Towne Apartments, L.L.C. and First Union National Bank of North Carolina for the principal amount of $1,750,000. (6) 10.26 Deed to Secure Debt and Security Agreement dated September 13, 1995 by and between Washington Towne Apartments, L.L.C. and First Union National Bank of North Carolina. (6) 10.27 Assignment of Leases and Rents dated September 13, 1995, by and between Washington Apartments, L.L.C. and First Union Bank of North Carolina. (6) 10.28 Indemnity and Guaranty Agreement dated September 13, 1995 by and between University Real Estate Partnership V and First Union National Bank. (6) 11. Statement regarding computation of Net Loss per Limited Partnership Unit: Net Loss per Limited Partnership Unit is computed by dividing net loss allocated to the Limited Partners by the number of Limited Partnership Units outstanding. Per unit information has been computed based on 34,301, 34,353 and 34,453 Limited Partnership Units outstanding in 1996, 1995 and 1994, respectively. 16. Letter dated July 18, 1995 from Price Waterhouse LLP with respect to a change in certifying accountant. Incorporated by reference to Form 8-K - Current Report for the period ending September 30, 1995, as filed with the Securities and Exchange Commission on July 24, 1995.
(2) Incorporated by reference to Annual Report of the Registrant on Form 10-K for the period ended December 31, 1993, as filed with the Securities and Exchange Commission on March 30, 1995. (3) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ended September 30, 1994, as filed with the Securities and Exchange Commission on October 6, 1995. (4) Incorporated by reference to Annual Report of the Registrant on From 10-K for the period ended December 31, 1994, as filed with the Securities and Exchange Commission on October 10, 1995. (5) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ending March 31, 1995, as filed with the Securities and Exchange Commission on November 20, 1995. (6) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ending September 30, 1995, as filed with the Securities and Exchange Commission on May 23, 1996. (7) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ended March 31, 1996, as filed with the Securities and Exchange Commission on May 23, 1996. 15 (8) Incorporated by reference to Annual Report of the Registrant on Form 10-K for the period ended December 31, 1995, as filed with the Securities and Exchange Commission on July 18, 1996. (9) Incorporated by reference to Quarterly Report of the registrant on form 10-Q for the period ending June 30, 1996, as filed with the Securities and Exchange Commission on July 31, 1996. (10) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ended September 30, 1996, as filed with the Securities and Exchange Commission on November 14, 1996. (11) Incorporated by reference to Annual Report of the Registrant on Form 10-K for the period ended December 31, 1996, as filed with the Securities and Exchange Commission on April 16, 1997. (12) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ended March 31, 1997, as filed with the Securities and Exchange Commission on May 14, 1997. (13) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ended June 30, 1997, as filed with the Securities and Exchange Commission on August 14, 1997. (14) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ended September 30, 1997, as filed with the Securities and Exchange Commission on November 14, 1997. (15) Incorporated by reference to Annual Report of the Registrant on Form 10-K for the period ended December 31, 1997, as filed with the Securities and Exchange Commission on April 1, 1998. (16) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ended March 31, 1998, as filed with the Securities and Exchange Commission on May 15, 1998. (17) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ended June 30, 1998, as filed with the Securities and Exchange Commission on September 23, 1998. (18) Incorporated by reference to Quarterly Report of the Registrant on Form 10-Q for the period ended September 30, 1998, as filed with the Securities and Exchange Commission on November 11, 1998. (b) Reports on form 8-K. There is a form 8-K filed during the Quarter ended December 31, 1998. It is filed at the same time as the 1998 10-K. 16 UNIVERSITY REAL ESTATE PARTNERSHIP V SIGNATURE PAGE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNIVERSITY REAL ESTATE PARTNERSHIP V By: UNIVERSITY ADVISORY COMPANY General Partner By: OS GENERAL PARTNER COMPANY May 11, 1999 By: /s/ Curtis R. Boisfontaine, Jr. ------------------- ------------------------------- Date Curtis R. Boisfontaine, Jr. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. May 11, 1999 By: /s/ Curtis R. Boisfontaine, Jr. - ---------------------- --------------------------------------------- Date Curtis R. Boisfontaine, Jr. President, Principal Executive Officer and Director OS General Partner Company May 11, 1999 By: /s/ David K. Ronck - ---------------------- --------------------------------------------- Date David K. Ronck Vice President and Chief Accounting Officer OS General Partner Company 17 UNIVERSITY REAL ESTATE PARTNERSHIP V SIGNATURE PAGE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNIVERSITY REAL ESTATE PARTNERSHIP V By: UNIVERSITY ADVISORY COMPANY General Partner By: OS GENERAL PARTNER COMPANY May 11, 1999 By: /s/ Curtis R. Boisfontaine, Jr. - -------------------- ------------------------------- Date Curtis R. Boisfontaine, Jr. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. May 11, 1999 By: /s/ Curtis R. Boisfontaine, Jr. - -------------------- --------------------------------------------- Date Curtis R. Boisfontaine, Jr. President, Principal Executive Officer and Director OS General Partner Company May 11, 1999 By: /s/ David K. Ronck - -------------------- --------------------------------------------- Date David K. Ronck Vice President and Chief Accounting Officer OS General Partner Company 18 EX-27 2 FINANCIAL DATA SCHEDULE
5 YEAR DEC-31-1998 JAN-01-1998 DEC-31-1998 192,968 0 16,660 0 0 101,695 111,819 (875,241) 2,135,979 168,555 0 0 0 0 (259,509) 2,135,979 1,551,668 1,956,620 0 0 1,526,808 0 542,586 (112,774) 0 0 0 420,418 0 307,644 0 0
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