10-Q 1 d93403e10-q.txt FORM 10-Q FOR QUARTER ENDED JUNE 30, 2000 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 ------------------------------------------------- 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 0-8914 --------------------- 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.) 3811 Turtle Creek Blvd, Suite 1850, Dallas, Texas 75219 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) (214) 651-4000 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) -------------------------------------------------------------------------------- (Former address, 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 No X --- --- All of the registrant's 34,253 Limited Partnership Units are held by non-affiliates of the registrant. The aggregate market value of units held by non-affiliates in not determinable since there is no public trading market for Limited Partnership Units. UNIVERSITY REAL ESTATE PARTNERSHIP V INDEX TO FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2000

Page ---- Part I - Financial Information Item 1 - Condensed Consolidated Financial Statements: (a) Condensed Consolidated Balance Sheets as of ~~March~~June 3130, 2000 and December 31, 1999 3 (b) Condensed Consolidated Statements of ~~Operations~~Income for the three and six months ended ~~March~~June 3130, 2000 and 1999 4 (c) Condensed Consolidated Statements of Cash Flows for the ~~three~~six months ended ~~March~~June 3130, 2000 and 1999 5 (d) Notes to Condensed Consolidated Financial Statements 6 - 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 79 - 10 Part II - Other Information Item 6 - Exhibits and Reports on Form 8-K 710 Signatures (pursuant to General Instruction E) 8 All other items called for by the instructions are omitted as they are either inapplicable, not required, or the information is included in the Condensed Consolidated Financial Statements or Notes thereto.11

PART I - FINANCIAL INFORMATION ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS UNIVERSITY REAL ESTATE PARTNERSHIP V CONDENSED CONSOLIDATED BALANCE SHEETS

~~March~~June 3130, 2000 December 31, (Unaudited) 1999 ------------ -------------- ASSETS Real estate investments Land $ 2,045,356 $ 2,045,356 Buildings and improvements 18,~~212~~335,~~255~~137 18,208,206 ------------ -------------- 20,~~257~~380,~~611~~493 20,253,562 Less: Accumulated depreciation and amortization (~~546~~729,~~347~~803) (364,164) ------------ -------------- 19,~~711~~650,~~264~~690 19,889,398 ------------ -------------- Cash ~~and cash equivalents~~ (including $4851,~~844~~472 and $50,024 for security deposits at ~~March~~June 3130, 2000 and December 31, 1999, respectively) ~~629~~386,~~117~~452 317,630 Accounts receivable 3412,~~926~~933 346,~~196~~632 Other receivables - related parties 30,145 27,564 Deferred borrowing costs, net of accumulated amortization of $2551,~~895~~790 and $0 at ~~March~~June 3130, 2000 and December 31, 1999, respectively ~~592~~566,~~786~~891 607,287 Escrows ~~376~~256,~~004~~025 336,906 Prepaid expenses and other assets 3019,~~566~~104 212,236 ------------ -------------- $ 2120,~~374~~922,~~663~~240 $ 21,397,653 ============ ============== LIABILITIES AND PARTNERS' EQUITY (DEFICIT) Mortgage notes payable $ 2015,~~026~~949,~~973~~932 $ 1916,000,000 Participating notes payable 4,050,000 3,875,000 Accrued mortgage interest ~~207~~102,~~827~~584 55,787 Accrued property taxes ~~133~~89,~~727~~152 89,152 Accounts payable and accrued expenses ~~226~~150,~~629~~950 ~~260~~201,~~170~~031 ~~Subordinated~~Other ~~real~~payables ~~estate~~- ~~commissions~~related ~~549~~party 28,~~218~~749 ~~549~~59,~~218~~600 Prepaid rent 96,~~355~~721 9,667 Security deposits 4851,~~844~~472 50,024 Subordinated real estate commissions 548,757 548,757 ------------ -------------- 2120,~~202~~978,~~573~~317 20,889,018 ------------ -------------- Partners' equity (deficit) Limited Partners - 50,000 units authorized; 34,253 units issued and outstanding ~~at March 31, 2000 and December 31, 1999~~ (17,723 Income units ~~at March 31, 2000~~ and ~~December 31, 1999, and~~ 16,530 Growth/Shelter units ~~at March 31, 2000 and December 31, 1999~~) ~~739~~484,~~344~~853 1,044,106 General Partner (~~567~~540,~~254~~930) (535,471) ------------ -------------- ~~172~~(56,~~090~~077) 508,635 ------------ -------------- $ 2120,~~374~~922,~~663~~240 $ 21,397,653 ============ ==============

See notes to condensed consolidated financial statements 3 UNIVERSITY REAL ESTATE PARTNERSHIP V CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

Three Months Ended ~~March~~Six 31Months Ended June 30, June 30, ---------------------------- ---------------------------- 2000 1999 2000 1999 ------------ ------------ ------------ ------------ Revenues: Rental income $ ~~760~~738,~~530~~788 $ -- $ 1,499,318 $ 241,594 Interest 1,~~323~~807 ~~388~~704 3,130 1,092 Other income 2717,~~720~~231 11158,~~216~~306 44,951 31,937 ------------ ------------ ------------ ------------ Total revenues ~~789~~757,~~573~~826 ~~253~~159,~~198~~010 1,547,399 274,623 ------------ ------------ ------------ ------------ Expenses: Interest ~~426~~402,~~850~~634 -- 829,484 327,106 Depreciation and amortization ~~208~~209,~~078~~352 -- 417,430 52,635 Property taxes 44,~~576~~575 -- 89,151 25,~~385~~289 Other property operations ~~304~~183,~~207~~548 ~~212~~36,~~334~~256 ~~Provision~~487,755 ~~for~~91,904 ~~doubtful~~Bad ~~accounts~~debts 133,~~750~~455 -- 17,205 1,922 Property management fees - affiliates 36,~~531~~891 -- 73,422 12,632 General and administrative 3851,~~411~~810 251,~~997~~048 90,221 34,944 General and administrative - affiliates 3553,~~000~~615 30-- 88,615 40,000 ------------ ------------ ------------ ------------ Total expenses 1985,~~107~~880 37,~~403~~304 ~~688~~2,~~011~~093,283 586,432 ------------ ------------ ------------ ------------ Net operating profit (loss) $ (~~317~~228,~~830~~054) $ 121,706 $ (~~434~~545,~~813~~884) ~~Gain~~$ (311,809) Other income: Net gain on sale of real estate (Note 3) -- -- -- 2,212,935 ------------ ------------ ------------ ------------ Net income (loss) ~~income~~$ (228,054) $ 121,706 $ (~~317~~545,~~830~~884) $ 1,~~778~~901,~~122~~126 ============ ============ ============ ============ Net income (loss) ~~income~~ allocable to General Partner $ (312,~~783~~281) $ 171,~~781~~217 ~~Net~~$ (~~loss~~5,459) $ 19,011 Net income (loss) allocable to Limited Partners (~~286~~225,~~047~~773) 120,489 (540,425) 1,~~760~~882,~~341~~115 ------------ ------------ ------------ ------------ Net income (loss) ~~income~~$ (228,054) $ 121,706 $ (~~317~~545,~~830~~884) $ 1,~~778~~901,~~122~~126 ============ ============ ============ ============ Net income (loss) ~~income~~ per Limited Partnership Unit $ (86.3559) $ 513.3652 $ (15.78) $ 54.95 ============ ============ ============ ============

See notes to condensed consolidated financial statements. 4 UNIVERSITY REAL ESTATE PARTNERSHIP V CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

~~Three~~Six Months Ended ~~March~~June 3130, ------------------------------ 2000 1999 ------------- ------------- Net (loss) income $ (~~317~~545,~~830~~884) $ 1,~~778~~901,~~122~~126 ~~------------- -------------~~ Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Depreciation and amortization ~~208~~417,~~078~~430 52,635 Gain on sale of real estate -- (2,212,935) ~~Changes~~(Increase) decrease in ~~assets~~operating ~~and liabilities~~assets: Accounts receivable (~~731~~8,882) 55,300 Prepaid expenses and other assets ~~142~~33,~~572~~132 6849,~~779~~064 Escrows 80,881 -- Increase (decrease) in operating liabilities: Accrued mortgage interest ~~152~~46,~~040~~797 262,966 Accounts payable and accrued expenses (2450,~~186~~095) (6958,~~760~~822) Accrued property taxes ~~44,576~~-- 4,188 ~~Prepaid~~Other ~~rent~~payables (930,~~667~~851) -- ~~Security~~Prepaid ~~deposits~~rent (12,~~180~~946) ~~30,296~~ --~~-----------~~ ~~-------------~~Security ~~Total~~deposits ~~adjustments 511~~1,~~502~~448 (130,~~808,531)~~296 ------------- ------------- Net cash ~~provided by~~ (used in) provided by operating activities ~~193,672~~ (3058,~~409~~970) 83,818 ------------- ------------- Cash flows from investing activities: Investments in real estate (4126,~~049~~931) -- Proceeds on sale of real estate -- 1,914,994 ------------- ------------- Net cash (used in) provided by investing activities (4126,~~049~~931) 1,914,994 ------------- ------------- Cash flows from financing activities: Principal payments on mortgage notes payable (2350,~~027~~068) (6,558) Advances on ~~mortgage~~ notes payable 175,000 -- Deferred borrowing costs (11,395) -- Refund on mortgage refinancing 160,000 -- Distributions (18,~~714~~716) ~~(2,765)~~ -- ------------ ------------- Net cash provided by (used in) financing activities ~~121~~254,~~864~~821 (96,~~323~~558) ------------- ------------- NET INCREASE IN CASH ~~AND CASH EQUIVALENTS 311~~68,~~487~~920 1,~~875~~992,~~262~~254 CASH ~~AND CASH EQUIVALENTS~~ AT BEGINNING OF PERIOD 317,630 192,968 ------------- ------------- CASH ~~AND CASH EQUIVALENTS~~ AT END OF PERIOD $ ~~629~~386,~~117~~550 $ 2,~~068~~185,~~230~~222 ============= ============= CASH PAID DURING THE PERIOD FOR INTEREST $ ~~262~~783,~~047~~183 $ 327,106 ============= ============= NON-CASH TRANSACTIONS 2000 - None 1999 - See Note 3

See notes to condensed consolidated financial statements. 5 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1 - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's annual report on Form 10-K for the year ended December 31, 1999. The December 31, 1999 consolidated balance sheet was derived from audited numbers. Certain reclassifications on the balance sheet, statement of income, and statement of cash flows have been made to the 1999 balances to conform to the 2000 presentation. These reclassifications had no effect on the net loss for 1999, or partners' equity as of December 31, 1999. 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 (deficit) accounts reported for income tax purposes may differ from the balances reported for those same items in these consolidated financial statements. NOTE 2 - LIQUIDITY The Partnership's principal capital resources at June 30, 2000 consisted of one apartment complex located in Tempe, Arizona with a depreciated cost of $19,650,690 as of that date. The number of units available was 376. The apartment complex was acquired by the Partnership through a like-kind exchange in 1999. The acquisition was financed through proceeds of approximately $18,600,000 received from the issuance of a mortgage note payable. This note was subsequently refinanced through the issuance of a $16,000,000 mortgage note payable and the issuance of general promissory notes of $4,050,000. These general promissory notes include a feature, which will allow the holders to potentially share in appreciation of the property, upon certain circumstances being met. There can be no assurances that the property will appreciate in value. The Partnership does not anticipate acquiring additional properties. The Partnership has no outside lines of credit on which to draw for its working capital needs. Neither the General Partner and its affiliates nor Meridian Realty Advisors, Inc. have any obligation to provide financial support to the Partnership, except as required by the senior participation note agreements. Accordingly, continued operations of the Partnership is dependent on the Partnership being able to generate cash flow from operations or sale of its remaining operating property or negotiated reductions in requirements related to outstanding debt obligations. If the Partnership is unable to either generate sufficient operating cash flow or ultimately renegotiate its debt structure, the Partnership would have to restructure its agreement with the note holders. 6 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Unaudited) NOTE 2 - LIQUIDITY (Continue) Operations have not generated sufficient cash in 2001 to pay the expenses of the partnership. Subsequent to the December 31, 2000 year end an affiliate of the general partner has advanced $229,125 through October 31, 2001 to the Partnership to enable it to meet its cash requirements. There is no assurance that the general partner will fund the debt service of the senior participation notes in the future. The property occupancy level at October 31, 2001 was approximately 87%. The property is currently being marketed after a management decision in October 2001 to sell the property. The net proceeds, if any, from the sale will be distributed to income unit holders after all obligations have been paid. It is the general partner's intent to dissolve the Partnership once these distributions have been made. There is no assurance that sufficient, if any, proceeds will be available to satisfy all outstanding obligations of the property. NOTE 3 - SALE AND ACQUISITION ACTIVITIES Sale of Washington Towne Apartments On March 31, 1999 the Partnership sold Washington Towne Apartments to a third party for $4,100,000. Net cash received totaled $1,914,994 and was placed into escrow until a like-kind apartment complex could be acquired on a tax-free basis. The Partnership recognized a gain on the sale of Washington Towne Apartments of $2,212,935. A portion of the transaction was accounted for as a non-cash transaction in the accompanying condensed consolidated statements of cash flow. The transaction was recorded as follows: Net cash received $ 1,914,994 Real estate investment (1,667,797) Accrued interest 275,369 Deferred borrowing costs (94,100) Other assets, liabilities and expenses 113,312 Mortgage notes 1,671,157 ------------- Gain $ 2,212,935 =============

Purchase of Superstition Park Apartments On July 1, 1999, the Partnership purchased Superstition Park Apartments for $20,400,000. The transaction was recorded as follows: Real estate investment $ 20,253,562 Accrued interest (893) Other assets, liabilities and expenses 277,478 Mortgage notes (18,630,000) ------------- Net cash paid $ 1,900,147 =============

A portion of this transaction was accounted for as a non-cash transaction in the accompanying consolidated statements of cash flows. Considering that the sale of the Washington Towne Apartments, and the purchase of the Superstition Park Apartments took place in 1999, the operating results of the Partnership is not comparable between 1999 and 2000. 7 UNIVERSITY REAL ESTATE PARTNERSHIP V NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) (Unaudited) NOTE 4 - REVENUE RECOGNITION In 1999, the staff of the Securities and Exchange Commission issued Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements". SAB No. 101 summarizes some of the staff's interpretations of the application of generally accepted accounting principles to revenue recognition. The Company will adopt SAB No. 101 when required in the fourth quarter of 2000. Management believes the adoption of SAB No. 101 will not have a significant affect on its financial statements. NOTE 5 - NET INCOME (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 34,253 Limited Partnership Units outstanding in 2000 and 1999. NOTE 6 - TRANSACTIONS WITH AFFILIATES Compensation and reimbursements paid to or accrued for the benefit of OS General Partner Company and affiliates for the three and six months ended June 30, 2000 and 1999 were as follows:

~~EXHIBIT~~Three ~~NUMBER~~Months ~~DESCRIPTION~~Ended Six Months Ended June 30, June 30, ------------------- ------------------- 3.2000 ~~and~~1999 4.2000 ~~Limited~~1999 ~~Partnership~~-------- ~~Agreement~~-------- ~~(Incorporated~~-------- by-------- ~~reference~~Property tomanagement ~~Registration~~fees ~~Statement~~$ ~~No.~~36,891 ~~2-74914~~$ ~~on Form S~~-11- ~~filed~~$ by73,422 ~~Registrant).~~$ ~~11.~~12,632 ~~Statement~~Charged ~~regarding~~to ~~computation~~general ofand ~~Net~~administrative ~~Loss per Limited Partnership Unit~~expense: ~~Net Loss per Limited~~ Partnership ~~Unit~~and isfinancial ~~computed~~administration, bydata ~~dividing~~processing, ~~net~~accounting ~~loss~~and ~~allocated~~tax toreporting, ~~the~~and ~~Limited~~investor ~~Partners~~relations by53,615 ~~the~~-- ~~number~~88,615 of40,000 ~~Limited~~-------- ~~Partnership~~-------- ~~Units~~-------- ~~outstanding.~~-------- ~~Per~~Total ~~unit~~$ ~~information~~90,506 ~~has~~$ ~~been~~-- ~~computed~~$162,037 ~~based~~$ ~~on 34~~52,~~253~~632 ~~Limited~~======== ~~Partnership~~======== ~~Units~~======== ~~outstanding in 2000 and 1999. 27. Financial Data Schedule (filed only electronically with the SEC)~~========

8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Report of Form 10-Q may contain forward-looking statements, which include risks and uncertainties. The Partnership's actual operations may differ significantly from those discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, leverage capital requirements, occupancy rates, dependence on key operating personnel and uncertainties related to the Partnership's operating strategies. The following discussion of the financial condition and results of operations of the Partnership relates to the six months ended June 30, 1999 and 2000 and should be read in conjunction with the financial statements and notes thereto included elsewhere in this report. RESULTS OF OPERATIONS The Partnership's net operating loss for the six months ended June 30, 2000 was $545,884. The net operating loss for the same period in 1999 was $311,809. Total revenues for the six months ended June 30, 2000 and 1999 were $1,547,399 and $274,623, respectively. Total expenses for the six months ended June 30, 2000 and 1999 were $2,093,283 and $586,432, respectively. The increase in total revenues and total expenses during the six months ended June 30, 2000 as compared to the six months ended June 30, 1999 is primarily attributable to the acquisition of Superstition Park Apartments on July 1, 1999, which has 376 units compared to the 148 units previously held by Washington Towne Apartments. Occupancy was 92% for June 2000. LIQUIDITY AND CAPITAL RESOURCES Cash used in operating activities was $58,970 for the six months ended June 30, 2000 compared to cash provided by operating activities of $83,818 for the same period in 1999. For 2000, the net operating loss included significant non-cash charges of depreciation and amortization of $417,430. Additionally, cash was provided by the decrease in prepaid expenses and other assets of $33,132, the decrease in escrow reserves of $80,881 and the increase in accrued mortgage interest of $46,797. These sources of cash from operations were partially offset by a decrease in accounts payable and accrued expenses of $50,095 and a decrease in other payables of $30,851. For 1999, the net operating loss included significant non-cash charges of depreciation and amortization of $52,635. Additionally, cash was provided by the increase in accrued mortgage interest of $262,966, the decrease in accounts receivable of $55,300 and the decrease in prepaid expenses and other assets of $49,064. These sources of cash from operations were partially offset by a decrease in accounts payable and accrued expenses of $58,822. During the six months ended June 30, 2000 and 1999, cash used in investing activities was $126,931 and $0, respectively, which was used primarily to purchase equipment and building improvements. During the six months ended June 30, 2000 and 1999 cash provided by investing activities was $0 and $1,914,994, respectively, which was a result of the sale of the Washington Towne Apartments. During the six months ended June 30, 2000 cash provided by financing activities of $175,000 was a result of the proceeds received from the issuance of additional participating notes payable, and the collection of a $160,000 receivable generated from the refinancing of the original mortgage note held on Superstition Park Apartments. There was no cash provided by financing activities for the six months ended June 30, 1999. Cash used in financing activities for the six months ended June 30, 2000 consisted of principal payments of distributions of $18,716. Cash used in financing activities for the six months ended June 30, 1999 consisted of principal payments on notes payable of $6,558. The Partnership's principal capital resources at June 30, 2000 consisted of one apartment complex located in Tempe, Arizona with a depreciated cost of $19,650,690 as of that date. The number of units available was 376. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continue) The apartment complex was acquired by the Partnership through a like-kind exchange in 1999. The acquisition was financed through proceeds of approximately $18,600,000 received from the issuance of a mortgage note payable. This note was subsequently refinanced through the issuance of a $16,000,000 mortgage note payable and the issuance of general promissory notes of $4,050,000. These general promissory notes include a feature, which will allow the holders to potentially share in appreciation of the property, upon certain circumstances being met. There can be no assurances that the property will appreciate in value. The Partnership does not anticipate acquiring additional properties. The Partnership has no outside lines of credit on which to draw for its working capital needs. Neither the General Partner and its affiliates nor Meridian Realty Advisors, Inc. have any obligation to provide financial support to the Partnership, except as required by the senior participation note agreements. Accordingly, continued operations of the Partnership is dependent on the Partnership being able to generate cash flow from operations or sale of its remaining operating property or negotiated reductions in requirements related to outstanding debt obligations. If the Partnership is unable to either generate sufficient operating cash flow or ultimately renegotiate its debt structure, the Partnership would have to restructure its agreement with the note holders. Operations have not generated sufficient cash in 2001 to pay the expenses of the partnership. Subsequent to the December 31, 2000 year end an affiliate of the general partner has advanced $229,125 through October 31, 2001 to the Partnership to enable it to meet its cash requirements. There is no assurance that the general partner will fund the debt service of the senior participation notes in the future. The property occupancy level at October 31, 2001 was approximately 87%. The property is currently being marketed after a management decision in October 2001 to sell the property. The net proceeds, if any, from the sale will be distributed to income unit holders after all obligations have been paid. It is the general partner's intent to dissolve the Partnership once these distributions have been made. There is no assurance that sufficient, if any, proceeds will be available to satisfy all outstanding obligations of the property. PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits.

(b) Reports on Form 8-K: September 11, 2000, change in client-auditor relationship. 10 SIGNATURES Pursuant to the requirements 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 January 11, 2002 By: /s/ Curtis R. Boisfontaine ------------------------ ------------------------------------------ Date Curtis R. Boisfontaine, Jr. President, Principal Executive Officer and Director OS General Partner Company January 11, 2002 By: /s/ David K. Ronck ------------------------ ------------------------------------------ Date David K. Ronck Vice President and Chief Accounting Officer 11

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