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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 1999 or
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[ ] Transition report pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from to
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Commission file number 0-20103
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Wells Real Estate Fund IV, L. P.
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(Exact name of registrant as specified in its charter)
Georgia 58-1915128
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State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6200 The Corners Parkway, Suite 250 Norcross, GA 30092
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
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Securities registered pursuant to Section 12 (b) of the Act:
Title of each class Name of exchange on which registered
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NONE NONE
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Securities registered pursuant to Section 12 (g) of the Act:
Class A Unit
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(Title of Class)
Class B Unit
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(Title of Class)
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 ___
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Aggregate market value of the voting stock held by non-affiliates: Not
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Applicable
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PART I
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ITEM 1. BUSINESS
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General
Wells Real Estate Fund IV, L.P. (the "Partnership") is a Georgia public limited
partnership, having Leo F. Wells, III and Wells Partners, L.P., a non-public
limited partnership, as General Partners. The Partnership was organized on
October 25, 1990, under the laws of the state of Georgia, for the purpose of
acquiring, developing, constructing, owning, operating, improving, leasing and
otherwise managing for investment purposes income-producing commercial or
industrial properties.
On March 4, 1991, the Partnership commenced an offering of up to $25,000,000 of
Class A or Class B limited partnership units ($10.00 per unit) pursuant to a
Registration Statement on Form S-11 under the Securities Act of 1933. The
Partnership did not commence active operations until it received and accepted
subscriptions for 125,000 units which occurred on May 13, 1991. The offering
was terminated on February 29, 1992, at which time the partnership had obtained
total contributions of $13,614,652 representing subscriptions from 1,285 Limited
Partners.
The Partnership owns interests in properties through its equity ownership in the
following two joint ventures: (i) Fund III and Fund IV Associates, a joint
venture between the Partnership and Wells Real Estate Fund III, L.P. ( the "Fund
III - Fund IV Joint Venture"); and (ii) Fund IV and Fund V Associates, a joint
venture between the Partnership and Wells Real Estate Fund V, L.P. (the "Fund IV
- - Fund V Joint Venture").
As of December 31, 1999, the Partnership owned interests in the following
properties through its ownership of the foregoing joint ventures: (i) a retail
shopping center located in Stockbridge, Georgia, (the "Stockbridge Village
Shopping Center"), which is owned by the Fund III - Fund IV Joint Venture; (ii)
a two-story office building located in Richmond, Virginia (the "G.E.
Building/Richmond"), which is owned by the Fund III - Fund IV Joint Venture;
(iii) two substantially identical two-story office buildings located in Clayton
County, Georgia (the "Village Overlook Property"), which are owned by the Fund
IV - Fund V Joint Venture, and (iv) a four-story office building located in
Jacksonville, Florida (the "IBM Jacksonville Project"), which is owned by the
Fund IV - Fund V Joint Venture. All of the foregoing properties were acquired
on an all cash basis and are described in more detail in Item 2, below.
Employees
The Partnership has no direct employees. The employees of Wells Capital, Inc.,
the sole general partner of Wells Partners, L.P., a General Partner of the
Partnership, perform a full range of real estate services including leasing and
property management, accounting, asset management and investor relations for the
Partnership. See Item 11 - "Compensation of General Partners and Affiliates"
for a summary of the fees paid to the General Partners and their affiliates
during the fiscal year ended December 31, 1999.
2
Insurance
Wells Management Company, Inc., an affiliate of the General Partners, carries
comprehensive liability and extended coverage with respect to all the properties
owned directly or indirectly by the Partnership. In the opinion of management
of the registrant, the properties are adequately insured.
Competition
The Partnership will experience competition for tenants from owners and managers
of competing projects which may include the General Partners and their
affiliates. As a result, the Partnership may be required to provide free rent,
reduced charges for tenant improvements and other inducements, all of which may
have an adverse impact on results of operations. At the time the Partnership
elects to dispose of its properties, the Partnership will also be in competition
with sellers of similar properties to locate suitable purchasers for its
properties.
ITEM 2. PROPERTIES.
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The Partnership owns interest in four properties through its investment in joint
ventures of which three are office buildings and one is a retail building. The
Partnership does not have control over the operations of the joint ventures;
however, it does exercise significant influence. Accordingly, investment in
joint ventures is recorded on the equity method. As of December 31, 1999, these
properties were 91.72% occupied, as compared to 97% at December 31, 1998 and 95%
at December 31, 1997.
The following table shows lease expirations during each of the next ten years
for all leases as of December 31, 1999, assuming no exercise of renewal options
or termination rights:
Partnerships
Year of Number of Annualized Share of Percentage of Percentage of
Lease Leases Square Gross Base Annualized Total Square Total Annualized
Expiration Expiring Feet Expiring Rent(1) Gross Base Rent(1) Feet Expiring Base Rent
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2000(2) 8 54,258 718,366 299,596 26.77% 22.11%
2001 2 25,619 468,701 177,507 12.64% 14.43%
2002 10 25,853 468,143 197,914 12.76% 14.41%
2003(3) 5 75,948 1,163,529 443,956 37.48% 35.81%
2004 4 10,664 236,570 90,039 5.26% 7.28%
2005 2 5,195 100,212 37,650 2.56% 3.08%
2006 0 0 0 0 0.0% 0.00%
2007 0 0 0 0 0.0% 0.00%
2008 1 5,124 93,341 39,941 2.53% 2.87%
2009 0 0 0 0 0.00% 0.00%
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32 202,661 3,248,862 1,286,603 100% 100.00%,
(1) Average monthly gross rent over the life of the lease, annualized.
3
(2) Expiration of General Electric with 43,000 square feet.
(3) Expiration of IBM with 68,100 square feet at the Jacksonville Project.
The following describes the properties in which the Partnership owns an interest
as of December 31, 1999:
Fund III - Fund IV Joint Venture
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On March 27, 1991, the Partnership and Wells Real Estate Fund III, L.P. ("Wells
Fund III"), a Georgia public limited partnership having Leo F. Wells, III and
Wells Capital, Inc., a Georgia corporation, as General Partners, formed a joint
venture known as Fund III and Fund IV Associates (the "Fund III-Fund IV Joint
Venture"). The investment objectives of Wells Fund III are substantially
identical to those of the Partnership. The Partnership holds an approximate
42.8% of equity interest in the Fund III-Fund IV Joint Venture which includes a
multi-tenant retail center and an office building. As of December 31, 1999, the
Partnership had contributed $6,199,047 and Wells Fund III had contributed
$8,178,808 for total contributions of $14,377,855 to the Fund III-Fund IV Joint
Venture. The Partnership owns interests in the following two properties through
the Fund III-Fund IV Joint Venture:
The Stockbridge Property / Fund III - Fund IV Joint Venture
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On April 4, 1991, the Fund III-Fund IV Joint Venture purchased 13.62 acres of
real property located in Clayton County, Georgia for the purchase price of
$3,057,729, including acquisition costs, for the purpose of developing,
constructing and operating a shopping center known as the Stockbridge Village
Shopping Center (the "Stockbridge Property"). The Stockbridge Property consists
of a multi-tenant shopping center containing approximately 112,891 square feet
of which approximately 64,097 square feet is occupied by the Kroger Company, a
retail grocery chain. This is the only tenant which occupies more than ten
percent of the rentable square feet. The lease with Kroger Company is for an
initial term of 20 years commencing November 14, 1991, with an option to extend
for four consecutive five year periods at the same rental rate as the original
lease. The annual base rent payable under the Kroger lease during the initial
term is $492,692. The remaining 48,794 square feet is comprised of 12 separate
retail spaces and 3 free-standing retail buildings. As of December 31, 1999, the
Partnership had contributed a total of $5,114,502 and Wells Fund III had
contributed a total of $4,574,247 to fund the total costs of approximately
$9,688,749 to fund the acquisition and development of the Stockbridge Property.
The occupancy rate at the year end for the Stockbridge Property was 95% in 1999,
100% in 1998 and 93% in 1997. The average effective annual rental per square
foot at the Stockbridge Property was $11.23 for 1999, $10.82 for 1998, $9.86 for
1997, $9.59 for 1996 and $10.16 for 1995.
4
The G.E. Building/Richmond / Fund III - Fund IV Joint Venture
- -------------------------------------------------------------
The G.E. Building is a two-story office building containing approximately 43,000
square feet located in Richmond, Virginia which was acquired by the Fund III-
Fund IV Joint Venture on July 1, 1992, for a purchase price of $4,687,600. As
of December 31, 1999, a total of $4,689,106 had been incurred for the
acquisition of the G.E. Building. Of this amount, the Partnership contributed
$1,084,545 and Wells Fund III contributed $3,604,561 to the Fund III-Fund IV
Joint Venture.
The entire G.E. Building is currently under a net lease to General Electric
("G.E."), a corporate office for the lighting division. The annual base rent
payable is currently $530,742 with annual base increases of 2%. The G.E. lease
expires March 31, 2000, with an option to extend the lease for one additional
five-year period at the same rental rate as the original lease.
The Partnership has been notified that General Electric has elected not to renew
its current lease for the G.E. Building, which expires March 31, 2000.
Management has begun efforts to market and lease this building to one or more
new tenants. At the current time, the estimated cost of refurbishments, tenant
improvements and building maintenance is anticipated to be approximately
$750,000, which may vary significantly depending upon the ultimate tenant or
tenants actually obtained for this property. It is likely that these costs will
be required to be funded out of cash from operations of the Partnership and
Wells Fund III, which is likely to cause a substantial reduction to
distributions payable to Limited Partners in the year 2000.
The occupancy rate at the G.E. Building was 100% for the years ended December
31, 1999, 1998 and 1997. The average effective annual rental per square foot at
the G.E. Building is $12.27 for 1999, 1998, 1997, 1996 and 1995.
Fund IV - Fund V Joint Venture
- ------------------------------
On April 14, 1992, the Partnership and Wells Real Estate Fund V, L.P. ("Wells
Fund V"), a Georgia public limited partnership affiliated with the Partnership
through common general partners, entered into a joint venture agreement known as
Fund IV and Fund V Associates (the "Fund IV - Fund V Joint Venture"). The
investment objectives of Wells Fund V are substantially identical to those of
the Partnership. As of December 31, 1999, the Partnership had contributed
approximately $4,820,355 to the Fund IV - V Joint Venture, and Wells Fund V had
contributed approximately $8,032,509. The Partnership holds on approximate 38%
equity interest, and Wells Fund V holds an approximate 62% equity interest in
the Fund IV-Fund V Joint Venture.
The Partnership owns interests in the following two properties through the Fund
IV - Fund V Joint Venture:
The Jacksonville Property
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On June 8, 1992, the Fund IV-Fund V Joint Venture acquired 5.676 acres of real
property located in Jacksonville, Florida at a purchase price of $1,360,000 for
the purpose of developing, constructing, and operating a four-story office
building containing approximately 87,600 square
5
feet (the "Jacksonville Property"). As of December 31, 1999, the Partnership
contributed $3,463,064 and Wells Fund V contributed $5,000,116 to the Fund IV-
Fund V Joint Venture to fund the acquisition and development of the Jacksonville
Property.
The Jacksonville Property is leased primarily by International Business Machines
Corporation ("IBM"), a computer sales and service corporation, and Customized
Transportation, Inc. ("CTI"), a division of CSX Railroad, a transportation
corporation.
The initial term of the IBM lease containing 68,100 square feet is 9 years and
11 months and commenced upon completion of the building in June 1993, with an
option to extend the initial lease for two consecutive five-year periods. The
annual base rent payable under the IBM lease during the initial term is
$1,122,478 payable in equal monthly installments of $93,540. IBM is also
required to pay additional rent equal to its share of operating expenses during
the lease term.
The term of the CTI lease containing 11,780 square feet is 7 years and commenced
in March, 1994. The annual base rent payable under the CTI lease is $325,965.
The occupancy rates at the year end for the Jacksonville Property was 94% in
1999 and 1998 and 100% in 1997. The average effective annual rental per square
foot at the Jacksonville Property was $16.80 for 1999, $16.69 for 1998 and
$16.71 for 1997.
The Village Overlook Property (formerly the Medical Center Property)
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On September 14, 1992, the Fund IV-Fund V Joint Venture acquired 2.655 acres of
real property in Stockbridge, Georgia for $440,000 for the purpose of
constructing two substantially identical two-story office buildings containing
approximately 17,847 rentable square feet each (the "Village Overlook
Property"). As of December 31, 1999, the Partnership had contributed $1,357,291
and Wells Fund V had contributed $3,032,393 to the Fund IV-Fund V Joint Venture
for the acquisition and development of the Village Overlook Property.
Occupancy decreased in 1999 to 62%, as compared to 92% in 1998 (on both
buildings) due to the fact that one major tenant, Georgia Baptist, who occupied
approximately 50% of the space did not renew their lease which expired May 31,
1999. Two new tenants have signed leases for a total of 7,332 rentable square
feet of space and moved in October 1, 1999. All efforts are being made by the
Partnership to lease the remaining 10,515 square feet of vacant space.
The occupancy rate at the year end for the Village Overlook Project at the end
of the year was 62% in 1999, 92% in 1998 and 81% in 1997. The average effective
annual rental per square foot at the Village Overlook Project was $12.75 for
1999, $13.46 for 1998, $10.93 for 1997, $11.83 for 1996 and $10.43 for 1995.
6
ITEM 3. LEGAL PROCEEDINGS.
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There were no material pending legal proceedings or proceedings known to be
contemplated by governmental authorities involving the Partnership during 1999.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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No matters were submitted to a vote of the Limited Partners during the year of
1999.
PART II
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ITEM 5. MARKET FOR PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS.
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As of February 28, 2000, the Partnership had 1,322,909 outstanding Class A Units
held by a total of 1,272 Limited Partners and 38,551 outstanding Class B Units
held by a total of 21 Limited Partners. The capital contribution per unit is
$10.00. There is no established public trading market for the Partnership's
limited partnership units, and it is not anticipated that a public trading
market for the units will develop. Under the Partnership Agreement, the General
Partners have the right to prohibit transfers of units.
The General Partners have estimated the investment value of properties held by
the Partnership, as of December 31, 1999, to be $12.18 per Class A unit and
$17.10 per Class B unit based on market conditions existing in early December,
1999. This value was confirmed as reasonable by an independent MAI appraiser,
David L. Beal Company, although no actual MAI appraisal was performed due to the
inordinate expense involved with such an undertaking. The valuation does not
include any fractional interest valuation.
Cash available for distribution to the Limited Partners is distributed on a
quarterly basis unless Limited Partners select to have their cash distributions
paid monthly. Under the Partnership Agreement, distributions are allocated first
to the Limited Partners holding Class A Units until they have received cash
distributions in each fiscal year of the Partnership equal to 10% of their
adjusted capital contribution. After this preference is satisfied, the General
Partners will receive an amount of Net Cash from Operations equal to one-tenth
of the total amount of Net Cash from Operations distributed. After, the Limited
Partners holding Class A Units will receive 90% of Net Cash from Operations, and
the General Partners will receive 10%. No Net Cash from Operations will be
distributed to Limited Partners holding Class B Units. Cash distributions made
to the Limited Partners holding Class A Units for the two most recent fiscal
years were as follows:
7
Class A Per Class A Per Class A Per Class B
Unit Unit Unit Unit
Distributions For Total Cash Investment Return of Return of General
Quarter Ended Distribution Income Capital Capital Partner
- -----------------------------------------------------------------------------------------
March 31, 1998 $222,239 $0.10 $0.07 $0.00 $0.00
June 30, 1998 $248,324 $0.14 $0.05 $0.00 $0.00
Sept. 30, 1998 $251,397 $0.09 $0.10 $0.00 $0.00
Dec. 31, 1998 $247,839 $0.10 $0.08 $0.00 $0.00
March 31, 1999 $261,712 $0.11 $0.09 $0.00 $0.00
June 30, 1999 $265,723 $0.14 $0.06 $0.00 $0.00
Sept. 30, 1999 $264,935 $0.09 $0.11 $0.00 $0.00
Dec. 31, 1999 $265,014 $0.11 $0.09 $0.00 $0.00
The fourth quarter distribution was accrued for accounting purposes in 1999, and
was not actually paid to the limited partners holding Class A units until
February 2000. Even though there is no guarantee, the General Partners
anticipate that cash distributions to Limited Partners holding Class A units
will likely be substantially reduced in 2000 due to the vacancy at the G.E.
Building and the cost necessary to lease up the property as previously
discussed.
[Remainder of this page left intentionally blank]
8
ITEM 6. SELECTED FINANCIAL DATA.
---------------------------------
The following sets forth a summary of the selected financial data for the fiscal
years ended December 31, 1999, 1998, 1997, 1996 and 1995.
1999 1998 1997 1996 1995
---- ---- ---- ---- ----
Total assets $9,758,573 $10,191,338 $10,578,235 $11,003,435 $11,408,024
Total revenues 684,024 655,837 589,451 555,955 694,521
Net income 608,712 574,034 519,907 482,495 623,867
Net (loss) allocated
to General Partners - - -
Net income allocated to
Class A Limited Partners 608,712 574,034 519,907 482,495 623,867
Net loss allocated to
Class B Limited Partners 0 0 0 0 0
Net income per weighted
average Class A
Limited Partner Unit .46 .43 .39 .36 .47
Net loss per weighted
average Class B
Limited Partner Unit 0 0 0 0 0
Cash Distributions per
weighted average
Class A Limited Partner
Unit:
Investment Income .45 .43 .39 .36 .47
Return of Capital .35 .30 .33 .32 .24
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
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RESULTS OF OPERATION.
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The following discussion and analysis should be read in conjunction with the
selected financial data and the accompanying financial statements of the
Partnership and notes thereto. This Report contains forward-looking statements,
within the meaning of Section 27A of the Securities Act of 1933 and 21E of the
Securities Exchange Act of 1934, including discussion and analysis of the
financial condition of the Partnership, anticipated capital expenditures
required to complete certain projects, amounts of cash distributions anticipated
to be distributed to Limited Partners in the future and certain other matters.
Readers of this Report should be aware that there are various factors that could
cause actual results to differ materially from any forward-looking statement
made in this Report, which include construction costs which may exceed
estimates, construction delays, lease-up risks, inability to obtain new tenants
upon the expiration of existing leases, and the potential need to fund tenant
improvements or other capital expenditures out of operating cash flow.
9
Results of Operations and Changes in Financial Conditions
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General
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Gross revenues of the Partnerships were $684,024 for the year ended December 31,
1999, as compared to $655,837 for the year ended December 31, 1998 and $589,451
for the year ended December 31, 1997. The increase in 1999, as compared to 1998
and 1997, was due primarily to increased earnings from the joint ventures which
was a result of increased rental renewal rates at Stockbridge Village in 1999
and increased occupancy at Village Overlook in 1998.
Expenses of the Partnership decreased to $75,312 in 1999, as compared to $81,803
in 1998 but increased in both 1999 and 1998 as compared to $69,544 in 1997. The
decrease in 1999, as compared to 1998, was due to slight fluctuations in all
areas of administrative costs. The increase in 1998 as compared to 1997 was due
to increased administrative salaries partially offset by a decrease in legal and
accounting fees.
As a result, net income of the Partnership increased to $608,712 for the fiscal
year ended December 31, 1999 as compared to $574,034 for the fiscal year ended
December 31, 1998 and $519,907 for the fiscal year ended December 31, 1997.
The Partnership made cash distributions to the Limited Partners holding Class A
Units of $.80 per Class A Unit for the year ended December 31, 1999, $.73 per
Class A Unit for the year ended December 31, 1998 and $.72 for the year ended
December 31, 1997. No cash distributions were made to the Limited Partners
holding Class B Units or to the General Partners for the fiscal years ended
December 31, 1999, 1998, and 1997. Distributions accrued for the fourth quarter
of 1999 were paid in February, 2000.
10
Property Operations
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As of December 31, 1999, the Partnership's ownership interest in Fund III - Fund
IV was 42.8% and in Fund IV - Fund V was 37.6%.
As of December 31, 1999, the Partnership owned interests through interests in
joint ventures in the following operational properties:
The Stockbridge Village Shopping Center / Fund III - Fund IV Joint Venture
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Year For the Ended December 31
------------------------------------
1999 1998 1997
---- ---- ----
Revenues:
Rental income $1,267,823 $1,222,417 $1,113,238
Interest income 11,790 9,368 12,308
---------- ---------- ----------
1,279,613 1,231,785 1,125,546
---------- ---------- ----------
Expenses
Depreciation 355,737 346,144 338,989
Management & leasing expenses 117,889 114,581 107,578
Other operating expenses 9,687 83,952 68,797
---------- ---------- ----------
483,313 554,677 515,364
---------- ---------- ----------
Net income 796,300 687,108 $ 610,182
========== ========== ==========
Occupied % 95% 100% 93%
Partnership's Ownership % in the
Fund III-Fund IV Joint Venture 42.8% 42.7% 42.7%
Cash distribution to the Partnership $ 493,834 $ 422,071 $ 417,152
Net income allocated to the
Partnership $ 340,596 $ 293,281 $ 260,446
Rental income increased for the year ended December 31, 1999, as compared to
1998 and 1997, due to increased rental renewal rates. Other operating expenses
decreased due primarily to differences in adjustment for prior year common area
maintenance billings to tenants and decreased expenditures for property taxes
and parking lot repairs in 1999. Tenants are billed an estimated amount for the
current year common area maintenance which is then reconciled the following year
and the difference billed to the tenant.
Real estate taxes were $109,806 for 1999, $110,891 for 1998 and $98,138 for
1997.
11
The Partnership's ownership in the Fund III - Fund IV Joint Venture increased in
1999, as compared to 1998 and 1997, due to additional fundings in 1999 by the
Partnership, which increased the Partnership's ownership in the Fund III - Fund
IV Joint Venture.
For comments on the general competitive conditions to which the property may be
subject, See Item 1, Business, Page 2. For additional information on tenants,
etc. refer to Item 2, Properties, Page 3.
The G.E. Building/Richmond / Fund III - Fund IV Joint Venture
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For the Year Ended December 31
----------------------------------------------------------------
1999 1998 1997
-------------------- -------------------- --------------------
Revenues:
Rental income $527,425 $527,425 $527,425
-------- -------- --------
Expenses
Depreciation 196,220 196,220 196,220
Management & leasing expenses 40,631 40,300 38,435
Other operating expenses 18,164 18,876 3,708
-------- -------- --------
255,015 255,396 238,363
-------- -------- --------
Net income $272,410 $272,029 $289,062
======== ======== ========
Occupied % 100% 100% 100%
Partnership's Ownership % in the
Fund III-Fund IV Joint Venture 42.8% 42.7% 42.7%
Cash distribution to the Partnership $215,058 $209,957 $212,157
Net income allocated to the
Partnership $116,508 $116,111 $123,382
Total expenses remained constant in 1999, as compared to 1998, but increased for
both years as compared to $238,363 in 1997 due to engineering expenditures in
1999 and roof repairs in 1998.
G.E. has decided not to renew their lease which expires March 31, 2000.
Management has begun its efforts to lease the building to one or more tenants.
At this time, the cost for new tenant buildout and building maintenance is
anticipated to be approximately $750,000.
The Partnership's ownership in the Fund III - Fund IV Joint Venture increased in
1999, as compared to 1998 and 1997, due to additional fundings in 1999 by the
Partnership, which increased the Partnership's ownership.
Under the terms of the lease, G.E. pays the real estate taxes directly.
12
For comments on the general competitive conditions to which the property may be
subject, See Item 1, Business, Page 2. For additional information on tenants,
etc. refer to Item 2, Properties, Page 3.
The Jacksonville Property/Fund IV-Fund V Joint Venture
- ------------------------------------------------------
For the Year Ended December 31
-----------------------------------------------------------------
1999 1998 1997
-------------------- -------------------- --------------------
Revenues:
Rental income $1,471,572 $1,461,916 $1,464,097
---------- ---------- ----------
Expenses
Depreciation 319,508 318,096 318,100
Management & leasing expenses 205,987 190,928 184,623
Other operating expenses 363,344 401,622 431,278
---------- ---------- ----------
888,839 910,646 934,001
---------- ---------- ----------
Net income $ 582,733 $ 551,270 $ 530,096
========== ========== ==========
Occupied % 94% 94% 100%
Partnership's Ownership % 37.6% 37.6% 37.6%
Cash Distribution to the Partnership $ 362,579 $ 305,442 $ 305,968
Net Income Allocated to the
Partnership $ 218,959 $ 207,402 $ 200,556
Rental income increased slightly in 1999 as compared to 1998 and 1997 due to
rental income received for three months from a temporary tenant. Expenses
decreased in 1999 as compared to 1998 due primarily to savings in various
building operating expenses. Cash distributions increased in 1999 as compared to
1998 and 1997 due to the distribution of cash previously held in reserve. These
reserves were held to cover necessary tenant improvements which did not
materialize. Net income increased in 1999, as compared to 1998 and 1997 levels,
due primarily to savings in operating expenses.
The Jacksonville Property incurred property taxes of $182,936 for 1999, $188,333
for 1998, and $180,405 for 1997.
For comments on the general competitive conditions to which the property may be
subject, See Item 1, Business, Page 2. For additional information on tenants,
etc. refer to Item 2, Properties, Page 3.
13
The Village Overlook Properties/Fund IV-Fund V Joint Venture
- ------------------------------------------------------------
For the Year Ended December 31
----------------------------------------------------------------
1999 1998 1997
-------------------- -------------------- --------------------
Revenues:
Rental income $454,971 $480,419 $387,453
Interest income 10,436 12,908 9,139
-------- -------- --------
465,407 493,327 396,646
-------- -------- --------
Expenses
Depreciation 181,448 178,095 166,939
Management & leasing expenses 54,363 61,950 55,591
Other operating expenses 211,837 170,664 187,339
-------- -------- --------
447,648 410,709 409,869
-------- -------- --------
Net income (loss) $ 17,759 $ 82,618 $(13,223)
======== ======== ========
Occupied % 62% 92% 81%
Partnership's Ownership % in the
Fund IV-Fund V Joint Venture 37.6% 37.6% 37.6%
Cash Distribution to the Partnership $ 59,937 $109,665 $ 73,832
Net Income (loss) Allocated to the
Partnership $ 6,673 $ 31,076 $ (4,976)
Rental income for the Village Overlook Properties decreased in 1999 as compared
to 1998, due to a decrease in occupancy level. Occupancy decreased in 1999 to
62%, as compared to 92% in 1998 (on both buildings) due to the fact that one
major tenant, Georgia Baptist, who occupied approximately 50% of the space did
not renew their lease, which expired May 31, 1999. Two new tenants have signed
leases for a total of 7,332 rentable square feet of space and moved in October
1, 1999. All efforts are being made by the Partnership to lease the remaining
10,515 square feet of vacant space.
Operating expenses increased in 1999, as compared to 1998 and 1997, due
primarily to the resurfacing of the parking lot as well as the repairs of the
HVAC system in the buildings. Cash distributions allocated to the Partnership
decreased in 1999, compared to prior year levels due primarily to the loss in
revenue and the increase in operating expenses experienced at these properties.
The Village Overlook Properties incurred property taxes of $35,002 for 1999,
$36,862 for 1998, and $35,691 for 1997.
For comments on the general competitive conditions to which the property may be
subject, See Item 1, Business, Page 2. For additions information on tenants,
etc. refer to Item 2, Properties, Page 3.
14
Liquidity and Capital Reserves
- ------------------------------
During its offering, which terminated on February 29, 1992, the Partnership
raised a total $13,614,652 in capital through the sale of 1,361,465 units. No
additional units will be sold by the Partnership. From the original funds
raised, the Partnership had invested a total of $11,071,925 in properties, paid
$748,805 in acquisition and advisory fees, $1,767,236 in selling commission and
organization and offering expenses, and is maintaining a working capital reserve
of $26,686.
Since the Partnership is an investment partnership formed for the purpose of
acquiring, owning and operating income-producing real property and has invested
all of its funds available for investment, it is unlikely that the Partnership
will acquire interests in any additional properties, and the Partnership's
capital resources are anticipated to remain relatively stable over the holding
period of its investments.
The Partnership's net cash used in operating activities remained relatively
stable at $78,269 for 1999, $69,592 for 1998 and $64,001 for 1997. Net cash
provided by investing activities decreased to $973,824 in 1998 from $1,012,334
in 1997 and increased to $1,058,115 in 1999 from $973,824 in 1998. The increase
was due primarily to increased distributions from joint ventures. Net cash used
in financing activities increased to $1,037,233 in 1999, as compared to 1998 and
1997 as distributions to limited partners increased as net income increased. As
a result, cash and cash equivalents decreased from $163,903 in 1997 to $102,960
in 1998 and $45,573 in 1999.
The Partnership's distributions paid and payable through the fourth quarter of
1999 have been paid from net cash from operations and from a return of capital
and the Partnership anticipates that distributions will likely continue to be
paid on a quarterly basis from such sources for the year 2000 but will be
substantially reduced due to the vacancy at the G.E. Building and the cost
necessary to lease up the property as previously discussed.
The Partnership is unaware of any additional demands, commitments, events or
capital expenditures other than the vacancy and leasing costs at the G.E.
Building and that which is required for the normal operations of its properties
that will result in the Partnership's liquidity increasing or decreasing in any
material way. The Partnership expects to meet liquidity requirements and budget
demands through cash flow from operations.
15
Inflation
- ---------
The real estate market has not been affected significantly by inflation in the
past three years due to the relatively low inflation rate. There are provisions
in the majority of tenant leases executed by the Partnership to protect the
Partnership from the impact of inflation. Most leases contain common area
maintenance charges, real estate tax and insurance reimbursements on a per
square foot basis, or in some cases, annual reimbursement of operating expenses
above a certain per square foot allowance. These provisions should reduce the
Partnership's exposure to increases in costs and operating expenses resulting
from inflation. In addition, a number of the Partnership's leases are for terms
of less than five years which may permit the Partnership to replace existing
leases with new leases at higher base rental rates if the existing leases are
below market rate. There is no assurance, however, that the Partnership would be
able to replace existing leases with new leases at higher base rentals.
Year 2000 Compliance
- --------------------
The Partnership made the transition into the year 2000 without any information
systems, business operations or facilities related system problems. Management
believes that there are no other Y2K related issues that may require disclosure.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- -----------------------------------------------------
The Financial Statements of the Registrant and supplementary data are detailed
under Item 14(a) and filed as part of the report on the pages indicated.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- -----------------------------------------------------------------------
FINANCIAL DISCLOSURE.
- ---------------------
There were no disagreements with the Partnership's accountants or other
reportable events during 1999.
16
PART III
--------
ITEM 10. GENERAL PARTNERS OF THE PARTNERSHIP.
- ---------------------------------------------
Wells Partners, L.P. Wells Partners, L.P. is a private Georgia limited
--------------------
partnership formed on October 25, 1990. The sole General Partner of Wells
Partners, L.P. is Wells Capital, Inc., a Georgia corporation. The executive
offices of Wells Capital, Inc. are located at 6200 The Corners Parkway,
Norcross, Georgia, 30092.
Leo F. Wells, III. Mr. Wells is a resident of Atlanta, Georgia, is 56
-----------------
years of age and holds a Bachelor of Business Administration Degree in Economics
from the University of Georgia. Mr. Wells is the President and sole Director of
Wells Capital. Mr. Wells is the President of Wells & Associates, Inc., a real
estate brokerage and investment company formed in 1976 and incorporated in 1978,
for which he serves as principal broker. Mr. Wells is also currently the sole
Director and President of Wells Management Company, Inc., a property management
company he founded in 1983. In addition, Mr. Wells is the President and Chairman
of the Board of Wells Investment Securities, Inc., Wells & Associates, Inc., and
Wells Management Company, Inc. which are affiliates of the General Partners.
From 1980 to February 1985, Mr. Wells served as vice-president of Hill-Johnson,
Inc., a Georgia corporation engaged in the construction business. From 1973 to
1976, he was associated with Sax Gaskin Real Estate Company and from 1970 to
1973, he was a real estate salesman and property manager for Roy D. Warren &
Company, an Atlanta real estate company.
ITEM 11. COMPENSATION OF GENERAL PARTNERS AND AFFILIATES.
- ----------------------------------------------------------
The following table summarizes the compensation and fees paid to the General
Partners and their affiliates during the year ended December 31, 1999.
CASH COMPENSATION TABLE
(A) (B) (C)
Name of individual or Capacities in which served
number in group -Form of Compensation Cash Compensation
- ----------------------- --------------------- -----------------
Wells Management Property Manager- $140,551 (1)
Company, Inc. Management and Leasing
Fees
(1) The majority of these fees are not paid directly by the Partnership but are
paid by the joint venture entities which own properties for which the
property management and leasing services relate and include management and
leasing fees, some of which were accrued for accounting purposes in 1999
but not actually paid until January, 2000.
17
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- -------------------------------------------------------------------------
No Limited Partner is known by the Partnership to own beneficially more than 5%
of the outstanding units of the Partnership.
Set forth below is the security ownership of management as of February 28, 2000.
(1) (2) (3) (4)
Title of Class Name and Address of Amount and Nature Percent of Class
Beneficial Owner of Beneficial
Ownership
- ------------------------------------------------------------------------------------
Class A Units Leo F. Wells, III 114.68 units (IRA, less than 1%
401(k) Plan)
No arrangements exist which would, upon implementation, result in a change in
control of the Partnership.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
- ---------------------------------------------------------
The compensation and fees paid or to be paid by the Partnership to the General
Partners and their affiliates in connection with the operation of the
Partnership are as follows:
Interest in Partnership Cash Flow and Net Sale Proceeds. The General Partners
- -------------------------------------------------------
will receive a subordinated participation in net cash flow from operations equal
to 10% of net cash flow after the Limited Partners holding Class A Units have
received preferential distributions equal to 10% of their adjusted capital
contribution. The General Partners will also receive a subordinated
participation in net sale proceeds and net financing proceeds equal to 20% of
residual proceeds available for distribution after the Limited Partners holding
Class A Units have received a return of their adjusted capital contribution plus
a 10% cumulative return on their adjusted capital contributions and Limited
Partners holding Class B Units have received a return of their adjusted capital
contribution plus a 15% cumulative return on their adjusted capital
contribution; provided, however, that in no event shall the General Partners
receive in the aggregate in excess of 15% of net sale proceeds and net financing
proceeds remaining after payments to Limited Partners from such proceeds of
amounts equal to the sum of their adjusted capital contributions plus a 6%
cumulative return on their adjusted capital contributions. The General Partners
have received no distribution from cash flow or net sales proceeds in 1999.
Property Management and Leasing Fees. Wells Management Company, Inc., an
- ------------------------------------
affiliate of the General Partners, will receive compensation for supervising the
management of the Partnership properties equal to the lesser of: (A)(i) 3% of
gross revenues for management and 3% of the gross revenues for leasing
(aggregate maximum of 6%) plus a separate one-time fee for
18
initial rent-up or leasing-up of newly constructed properties in an amount not
to exceed the fee customarily charged in arm's length transactions by others
rendering similar services in the same geographic area for similar properties;
and (ii) in the case of industrial and commercial properties which are leased on
a long-term basis (ten or more years), 1% of the gross revenues except for
initial leasing fees equal to 3% of the gross revenues over the first five years
of the lease term; or (B) the amounts charged by unaffiliated persons rendering
comparable services in the same geographic area. Wells Management Company, Inc.
received $140,551 in cash compensation for the year ended December 31, 1999.
Real Estate Commissions. In connection with the sale of Partnership properties,
- -----------------------
the General Partners or their affiliates may receive commissions not exceeding
the lesser of (A) 50% of the commissions customarily charged by other brokers in
arm's-length transactions involving comparable properties in the same geographic
area or (B) 3% of the gross sales price of the property, and provided that
payments of such commissions will be made only after Limited Partners have
received prior distributions totaling 100% of their capital contributions plus a
6% cumulative return on their adjusted capital contributions. During 1999, no
real estate commissions were paid to the General Partners or their affiliates.
19
PART IV
-------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
- --------------------------------------------------------------------------
(a)1. The Financial Statements are contained on pages F-2 through F-24 of this
Annual Report on Form 10-K, and the list of the Financial Statements
contained herein is set forth on page F-1, which is hereby incorporated
by reference.
(a)2. Financial Statement Schedule III Information with respect to this item
begins on Page S-1 of this Annual Report on Form 10-K.
(a)3. The Exhibits filed in response to Item 601 of Regulation S-K are listed
on the Exhibit Index attached hereto.
(b) No reports on Form 8-K were filed with the Commission during the year of
1999.
(c) The Exhibits filed in response to Item 601 of Regulation S-K are listed
on the Exhibit Index attached hereto.
(d) See(a)2.
20
SIGNATURES
Pursuant to the requirements of Sections 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 this 27th day of March,
2000
Wells Real Estate Fund IV, L.P.
(Registrant)
By: /s/ Leo F. Wells, III
--------------------------------
Leo F. Wells, III
Leo F. Wells, III Individual General
Partner and as President and Chief
Financial Officer of Wells Capital, Inc.,
the General Partner of Wells Partners, L.P.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following person on behalf of the registrant
and in the capacity as and on the date indicated.
Signature Title
- --------- -----
/s/ Leo F. Wells, III Individual General Partner, March 27, 2000
- --------------------------- President and Sole Director
Leo F. Wells, III of Wells Capital, Inc., the General
Partner of Wells Partners, L.P.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE ACT BY REGISTRARS WHICH HAVE NOT BEEN REGISTERED PURSUANT TO
SECTION 12 OF THE ACT.
No annual report or proxy material relating to an annual or other meeting
of security holders has been sent to security holders.
21
INDEX TO THE FINANCIAL STATEMENTS
---------------------------------
Financial Statements Page
- -------------------- ----
Independent Auditors' Report F-2
Balance Sheets as of December 31, 1999 and 1998 F-3
Statements of Income for the Years Ended
December 31, 1999, 1998, and 1997 F-4
Statements of Partners' Capital for the Years Ended
December 31, 1999, 1998 and 1997 F-5
Statements of Cash Flows for the Years Ended
December 31, 1999, 1998, and 1997 F-6
Notes to Financial Statements for
December 31, 1999, 1998, and 1997. F-7
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wells Real Estate Fund IV, L.P.:
We have audited the accompanying balance sheets of WELLS REAL ESTATE FUND IV,
L.P. (a Georgia public limited partnership) as of December 31, 1999 and 1998 and
the related statements of income, partners' capital, and cash flows for each of
the three years in the period ended December 31, 1999. These financial
statements and the schedule referred to below are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
schedule are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Wells Real Estate Fund IV, L.P.
as of December 31, 1999 and 1998 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1999 in
conformity with accounting principles generally accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule III--Real Estate Investments and
Accumulated Depreciation as of December 31, 1999 is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
January 20, 2000
F-2
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
1999 1998
---------- -----------
INVESTMENT IN JOINT VENTURES $9,463,148 $ 9,846,448
CASH AND CASH EQUIVALENTS 45,573 102,960
DUE FROM AFFILIATES 249,852 241,930
---------- -----------
Total assets $9,758,573 $10,191,338
========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and accrued expenses $ 0 $ 4,244
Partnership distributions payable 268,242 248,091
---------- -----------
Total liabilities 268,242 252,335
---------- -----------
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Limited partners:
Class A--1,322,909 units 9,490,331 9,939,003
Class B--38,551 units 0 0
---------- -----------
Total partners' capital 9,490,331 9,939,003
---------- -----------
Total liabilities and partners' capital $9,758,573 $10,191,338
========== ===========
The accompanying notes are an integral part of these balance sheets.
F-3
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
1999 1998 1997
-------- -------- --------
REVENUES:
Equity in income of joint ventures $682,737 $647,870 $579,408
Interest income 1,287 7,967 10,043
-------- -------- --------
684,024 655,837 589,451
-------- -------- --------
EXPENSES:
Partnership administration 46,917 56,101 38,232
Legal and accounting 17,639 17,396 21,791
Computer costs 10,756 8,306 9,521
-------- -------- --------
75,312 81,803 69,544
-------- -------- --------
NET INCOME $608,712 $574,034 $519,907
======== ======== ========
NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS $608,712 $574,034 $519,907
======== ======== ========
NET INCOME PER CLASS A LIMITED PARTNER UNIT $ 0.46 $ 0.43 $ 0.39
======== ======== ========
CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT $ 0.80 $ 0.73 $ 0.72
======== ======== ========
The accompanying notes are an integral part of these statements.
F-4
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
Limited Partners
------------------------------------------------
Class A Class B Total
------------------------- ------------------
Units Amount Units Amount Capital
========= =========== ======= ====== ===========
BALANCE, December 31, 1996 1,322,909 $10,767,968 38,551 $0 $10,767,968
Net income 0 519,907 0 0 519,907
Partnership distributions 0 (953,107) 0 0 (953,107)
--------- ----------- ------- ------ -----------
BALANCE, December 31, 1997 1,322,909 10,334,768 38,551 0 10,334,768
Net income 0 574,034 0 0 574,034
Partnership distributions 0 (969,799) 0 0 (969,799)
--------- ----------- ------- ------ -----------
BALANCE, December 31, 1998 1,322,909 9,939,003 38,551 0 9,939,003
Net income 0 608,712 0 0 608,712
Partnership distributions 0 (1,057,384) 0 0 (1,057,384)
--------- ----------- ------- ------ -----------
BALANCE, December 31, 1999 1,322,909 $ 9,490,331 38,551 $0 $ 9,490,331
========= =========== ======= ====== ===========
The accompanying notes are an integral part of these statements.
F-5
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
1999 1998 1997
=========== ========== ==========
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 608,712 $ 574,034 $ 519,907
----------- ---------- ----------
Adjustments to reconcile net income to net cash used in
operating activities:
Equity in income of joint ventures (682,737) (647,870) (579,408)
Changes in accounts payable and accrued expenses (4,244) 4,244 (4,500)
----------- ---------- ----------
Total adjustments (686,981) (643,626) (583,908)
----------- ---------- ----------
Net cash used in operating activities (78,269) (69,592) (64,001)
----------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint ventures (65,371) (44,090) 0
Distributions received from joint ventures 1,123,486 1,017,914 1,012,334
----------- ---------- ----------
Net cash provided by investing activities 1,058,115 973,824 1,012,334
----------- ---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners in excess of accumulated earnings (445,725) (525,029) (420,701)
Distributions to partners from accumulated earnings (591,508) (440,146) (519,906)
----------- ---------- ----------
Net cash used in financing activities (1,037,233) (965,175) (940,607)
----------- ---------- ----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (57,387) (60,943) 7,726
CASH AND CASH EQUIVALENTS, beginning of year 102,960 163,903 156,177
----------- ---------- ----------
CASH AND CASH EQUIVALENTS, end of year $ 45,573 $ 102,960 $ 163,903
=========== ========== ==========
The accompanying notes are an integral part of these statements.
F-6
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999, 1998, AND 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
Wells Real Estate Fund IV , L.P. (the "Partnership") is a public limited
partnership organized on October 25, 1990 under the laws of the state of
Georgia. The general partners are Leo F. Wells, III and Wells Partners,
L.P. ("Wells Partners"), a Georgia nonpublic limited partnership. The
Partnership has two classes of limited partnership interests, Class A and
Class B units. Limited partners may vote to, among other things, (a) amend
the partnership agreement, subject to certain limitations, (b) change the
business purpose or investment objectives of the Partnership, and (c)
remove a general partner. A majority vote on any of the above described
matters will bind the Partnership without the concurrence of the general
partners. Each limited partnership unit has equal voting rights, regardless
of class.
The Partnership was formed to acquire and operate commercial real
properties, including properties which are either to be developed,
currently under development or construction, newly constructed, or have
operating histories. The Partnership owns an interest in the following
properties through joint ventures between the Partnership and other Wells
Real Estate Funds: (i) the Stockbridge Village Shopping Center, a retail
shopping center located in Stockbridge, Georgia, southeast of Atlanta,
Georgia, (ii) the G.E. Lighting National Customer Center, a two-story
office building located in Richmond, Virginia, (iii) the Village Overlook
Project (formerly known as the "Medical Center Project"), two substantially
identical two-story office buildings located in Clayton County, Georgia,
and (iv) the Jacksonville IBM Building, a four-story office building
located in Jacksonville, Florida.
Use of Estimates and Factors Affecting the Partnership
The preparation of 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
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
The carrying values of real estate are based on management's current intent
to hold the real estate assets as long-term investments. The success of the
Partnership's future operations and the ability to realize the investment
in its assets will be dependent on the Partnership's ability to maintain
rental rates, occupancy, and an appropriate level of operating expenses in
future years. Management believes that the steps it is taking will enable
the Partnership to realize its investment in its assets.
F-7
Income Taxes
The Partnership is not subject to federal or state income taxes, and
therefore, none have been provided for in the accompanying financial
statements. The partners are required to include their respective shares of
profits and losses in their individual income tax returns.
Distributions of Net Cash From Operations
Cash available for distribution, as defined by the partnership agreement,
is distributed on a cumulative noncompounded basis to the limited partners
quarterly. In accordance with the partnership agreement, distributions are
paid first to limited partners holding Class A units until they have
received a 10% per annum return on their adjusted capital contributions, as
defined. Cash available for distribution is then paid to the general
partners until they have received an amount equal to 10% of distributions.
Any remaining cash available for distribution is split between the limited
partners holding Class A units and the general partners on a basis of 90%
and 10%, respectively. No distributions will be made to the limited
partners holding Class B units.
Distribution of Sales Proceeds
Upon sales of properties, the net sales proceeds are distributed in the
following order:
. To limited partners on a per unit basis until each limited partner
has received 100% of their adjusted capital contribution, as
defined
. To limited partners holding Class B units on a per unit basis until
they receive an amount equal to the net cash available for
distribution received by the limited partners holding Class A units
. To all limited partners on a per unit basis until they receive a
cumulative 10% per annum return on their adjusted capital
contribution, as defined
. To limited partners holding Class B units on a per unit basis until
they receive a cumulative 15% per annum return on their adjusted
capital contribution, as defined
. To all limited partners until they receive an amount equal to their
respective cumulative distributions, as defined
. To the general partners until they have received 100% of their
capital contributions, as defined
. Thereafter, 80% to the limited partners and 20% to the general
partners
Allocation of Net Income, Net Loss, and Gain on Sale
Net income is defined as net income recognized by the Partnership,
excluding deductions for depreciation and amortization. Net income, as
defined, of the Partnership will be allocated each year in the same
proportions that net cash from operations is distributed to the partners.
To the extent the Partnership's net income in any year exceeds net cash
from operations, it will be allocated 99% to the limited partners and 1% to
the general partners.
F-8
Net loss, depreciation, and amortization deductions for each fiscal year
will be allocated as follows: (a) 99% to the limited partners holding Class
B units and 1% to the general partners until their capital accounts are
reduced to zero, (b) then to any partner having a positive balance in his
capital account in an amount not to exceed such positive balance, and (c)
thereafter to the general partners.
Gain on the sale or exchange of the Partnership's properties will be
allocated generally in the same manner that the net proceeds from such sale
are distributed to partners after the following allocations are made, if
applicable: (a) allocations made pursuant to a qualified income offset
provision in the partnership agreement, (b) allocations to partners having
negative capital accounts until all negative capital accounts have been
restored to zero, and (c) allocations to Class B limited partners in
amounts equal to deductions for depreciation and amortization previously
allocated to them with respect to the specific Partnership property sold,
but not in excess of the amount of gain on sale recognized by the
Partnership with respect to the sale of such property.
Investment in Joint Ventures
Basis of Presentation. The Partnership does not have control over the
operations of the joint ventures; however, it does exercise significant
influence. Accordingly, investment in joint ventures is recorded using the
equity method of accounting.
Real Estate Assets. Real estate assets held by the joint ventures are
stated at cost less accumulated depreciation. Major improvements and
betterments are capitalized when they extend the useful life of the related
asset. All ordinary repairs and maintenance are expensed as incurred.
Management continually monitors events and changes in circumstances which
could indicate that carrying amounts of real estate assets may not be
recoverable. When events or changes in circumstances are present which
indicate that the carrying amounts of real estate assets may not be
recoverable, management assesses the recoverability of real estate assets
by determining whether the carrying value of such real estate assets will
be recovered through the future cash flows expected from the use of the
asset and its eventual disposition. Management has determined that there
has been no impairment in the carrying value of real estate assets held by
the joint ventures as of December 31, 1999.
Depreciation for buildings and improvements is calculated using the
straight-line method over 25 years.
Revenue Recognition. All leases on real estate assets held by the joint
ventures are classified as operating leases, and the related rental income
is recognized on a straight-line basis over the terms of the respective
leases.
Partners' Distributions and Allocations of Profit and Loss. Cash available
for distribution and allocations of profit and loss to the Partnership by
the joint ventures are made in accordance with the terms of the individual
joint venture agreements. Generally, these items are allocated in
proportion to the partners' respective ownership interests. Cash is paid
from the joint ventures to the Partnership quarterly.
Deferred Lease Acquisition Costs. Costs incurred to procure operating
leases are capitalized and amortized on a straight-line basis over the
terms of the related leases.
Cash and Cash Equivalents
For the purposes of the statements of cash flows, the Partnership considers
all highly liquid instruments purchased with an original maturity of three
months or less to be cash equivalents. Cash equivalents
F-9
include cash and short-term investments. Short-term investments are stated
at cost, which approximates fair value, and consist of investments in money
market accounts.
Per Unit Data
Net income per unit with respect to the Partnership for the years ended
December 31, 1999, 1998, and 1997 is computed based on the average number
of units outstanding during the period.
2. RELATED-PARTY TRANSACTIONS
Due from affiliates at December 31, 1999 and 1998 represents the
Partnership's share of cash to be distributed from its joint venture
investments for the fourth quarters of 1999 and 1998 as follows:
1999 1998
-------- --------
Fund III and IV Associates $173,627 $174,021
Fund IV and V Associates 76,225 67,909
-------- --------
$249,852 $241,930
======== ========
The Partnership entered into a property management agreement with Wells
Management Company, Inc. ("Wells Management"), an affiliate of the general
partners. In consideration for supervising the management of the
Partnership's properties, the Partnership will generally pay Wells
Management management and leasing fees equal to (a) 3% of the gross
revenues for management and 3% of the gross revenues for leasing (aggregate
maximum of 6%), plus a separate fee for the one-time initial lease-up of
newly constructed properties in an amount not to exceed the fee customarily
charged in arm's-length transactions by others rendering similar services
in the same geographic area for similar properties or (b) in the case of
commercial properties, which are leased on a long-term net basis (ten or
more years), 1% of the gross revenues except for initial leasing fees equal
to 3% of the gross revenues over the first five years of the lease term.
The Partnership incurred management and leasing fees and lease acquisition
costs at the joint venture level of $140,551, $98,517, and $107,745 for the
years ended December 31, 1999, 1998, and 1997, respectively, which were
paid to Wells Management.
Wells Capital, Inc. ("the "Company"), the general partner of Wells
Partners, performs certain administrative services for the Partnership,
such as accounting and other partnership administration, and incurs the
related expenses. Such expenses are allocated among the various Wells Real
Estate Funds based on time spent on each fund by individual administrative
personnel. In the opinion of management, such allocation is a reasonable
estimation of such expenses.
The general partners are also general partners of other Wells Real Estate
Funds. As such, there may exist conflicts of interest where the general
partners in the capacity as general partners of other Wells Real Estate
Funds may be in competition with the Partnership for tenants in similar
geographic markets.
F-10
3. INVESTMENT IN JOINT VENTURES
The Partnership's investment and percentage ownership in joint ventures at
December 31, 1999 and 1998 are summarized as follows:
1999 1998
------------------------ -----------------------
Amount Percent Amount Percent
---------- ---------- ---------- ----------
Fund III and IV Associates $5,230,514 43% $5,459,021 43%
Fund IV and V Associates 4,232,634 38 4,387,427 38
---------- ----------
$9,463,148 $9,846,448
========== ==========
The following is a rollforward of the Partnership's investment in the joint
ventures for the years ended December 31, 1999 and 1998:
1999 1998
----------- -----------
Investment in joint ventures, beginning of year $ 9,846,448 $10,201,623
Equity in income of joint ventures 682,737 647,870
Contributions to joint ventures 65,371 44,090
Distributions from joint ventures (1,131,408) (1,047,135)
----------- -----------
Investment in joint ventures, end of year $ 9,463,148 $ 9,846,448
=========== ===========
Fund III and IV Associates
On March 27, 1991, the Partnership entered into a joint venture agreement
with Wells Real Estate Fund III, L.P. The joint venture, Fund III and IV
Associates, was formed for the purpose of developing, constructing, and
operating the Stockbridge Village Shopping Center in Stockbridge, Georgia.
In addition, in July 1992, Fund III and IV Associates purchased the G.E.
Lighting National Customer Center in Richmond, Virginia.
F-11
The following are the financial statements for Fund III and IV Associates:
Fund III and IV Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998
Assets
1999 1998
------------- ------------
Real estate assets, at cost:
Land $ 3,331,775 $ 3,331,775
Building and improvements, less accumulated depreciation of
$3,422,583 in 1999 and $2,870,627 in 1998 8,792,931 9,320,016
------------- ------------
Total real estate assets 12,124,706 12,651,791
Cash and cash equivalents 310,609 336,958
Accounts receivable 171,047 173,633
Prepaid expenses and other assets 65,213 74,533
------------- ------------
Total assets $12,671,575 $13,236,915
============= ============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 33,759 $ 38,139
Partnership distributions payable 405,782 407,701
Due to affiliates 7,878 1,512
------------- ------------
Total liabilities 447,419 447,352
------------- ------------
Partners' capital:
Wells Real Estate Fund III 6,993,642 7,330,542
Wells Real Estate Fund IV 5,230,514 5,459,021
------------- ------------
Total partners' capital 12,224,156 12,789,563
------------- ------------
Total liabilities and partners' capital $12,671,575 $13,236,915
============= ============
F-12
Fund III and IV Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
Revenues:
Rental income $1,795,247 $1,749,842 $1,640,663
Interest income 11,790 9,368 12,308
---------- ---------- ----------
1,807,037 1,759,210 1,652,971
---------- ---------- ----------
Expenses:
Depreciation 551,956 542,363 535,209
Management and leasing fees 158,520 154,881 146,013
Operating costs, net of reimbursements (21,669) 62,863 36,973
Property administration 40,357 27,546 21,735
Legal and accounting 9,163 12,420 13,797
---------- ---------- ----------
738,327 800,073 753,727
---------- ---------- ----------
Net income $1,068,710 $ 959,137 $ 899,244
========== ========== ==========
Net income allocated to Wells Real Estate Fund III $ 611,605 $ 549,745 $ 515,416
========== ========== ==========
Net income allocated to Wells Real Estate Fund IV $ 457,105 $ 409,392 $ 383,828
========== ========== ==========
Fund III and IV Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999, 1998, and 1997
Wells Real Wells Real Total
Estate Estate Partners'
Fund III Fund IV Capital
---------- ---------- -----------
Balance, December 31, 1996 $7,899,938 $5,883,048 $13,782,986
Net income 515,416 383,828 899,244
Partnership distributions (845,056) (629,309) (1,474,365)
---------- ---------- -----------
Balance, December 31, 1997 7,570,298 5,637,567 13,207,865
Net income 549,745 409,392 959,137
Partnership contributions 59,205 44,090 103,295
Partnership distributions (848,706) (632,028) (1,480,734)
---------- ---------- -----------
Balance, December 31, 1998 7,330,542 5,459,021 12,789,563
Net income 611,605 457,105 1,068,710
Partnership contributions 0 23,280 23,280
Partnership distributions (948,505) (708,892) (1,657,397)
---------- ---------- -----------
Balance, December 31, 1999 $6,993,642 $5,230,514 $12,224,156
========== ========== ===========
F-13
Fund III and IV Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
------------- ------------ ------------
Cash flows from operating activities:
Net income $ 1,068,710 $ 959,137 $ 899,244
------------- ------------ ------------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 551,956 542,363 535,209
Changes in assets and liabilities:
Accounts receivable 2,586 33,590 40,344
Prepaid expenses and other assets 9,320 (31,628) (6,674)
Accounts payable (4,380) 1,967 (3,550)
Due to affiliates 6,366 (5,427) 921
------------- ------------ ------------
Total adjustments 565,848 540,865 566,250
------------- ------------ ------------
Net cash provided by operating activities 1,634,558 1,500,002 1,465,494
------------- ------------ ------------
Cash flows from investing activities:
Investment in real estate (24,871) (111,383) 0
------------- ------------ ------------
Cash flows from financing activities:
Contributions from joint venture partners 23,280 103,295 0
Distributions to joint venture partners (1,659,316) (1,461,150) (1,457,201)
------------- ------------ ------------
Net cash used in financing activities (1,636,036) (1,357,855) (1,457,201)
------------- ------------ ------------
Net (decrease) increase in cash and cash equivalents (26,349) 30,764 8,293
Cash and cash equivalents, beginning of year 336,958 306,194 297,901
------------- ------------ ------------
Cash and cash equivalents, end of year $ 310,609 $ 336,958 $ 306,194
============= ============ ============
Fund IV and V Associates
On April 14, 1992, the Partnership entered into a joint venture agreement with
Wells Real Estate Fund V, L.P. The joint venture, Fund IV and V Associates, was
formed for the purpose of investing in commercial real properties. During 1992,
Fund IV and V Associates purchased a parcel of land on which the Medical Center
Project was developed. During 1992, the joint venture also purchased a second
parcel of land in Jacksonville, Florida, on which the Jacksonville IBM Building
was developed.
F-14
Following are the financial statements of Fund IV and V Associates:
Fund IV and V Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998
Assets
1999 1998
-------------- -------------
Real estate assets, at cost:
Land $ 2,011,534 $ 2,011,534
Building and improvements, less accumulated depreciation of 8,849,644 9,236,550
$2,685,018 in 1999 and $2,184,062 in 1998
Construction in progress 1,656 0
-------------- -------------
Total real estate assets 10,862,834 11,248,084
Cash and cash equivalents 267,120 265,196
Accounts receivable 300,128 364,021
Prepaid expenses and other assets 174,225 113,101
-------------- -------------
Total assets $11,604,307 $11,990,402
============== =============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 49,680 $ 54,732
Partnership distributions payable 244,397 222,267
Due to affiliates 45,598 36,809
-------------- -------------
Total liabilities 339,675 313,808
-------------- -------------
Partners' capital:
Wells Real Estate Fund IV 4,232,634 4,387,427
Wells Real Estate Fund V 7,031,998 7,289,167
-------------- -------------
Total partners' capital 11,264,632 11,676,594
-------------- -------------
Total liabilities and partners' capital $11,604,307 $11,990,402
============== =============
F-15
Fund IV and V Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
----------- ----------- ----------
Revenues:
Rental income $1,926,543 $1,942,336 $1,851,550
Interest income 10,436 12,908 9,193
Other income 360 360 355
----------- ----------- ----------
1,937,339 1,955,604 1,861,098
----------- ----------- ----------
Expenses:
Operating costs, net of reimbursements 509,617 511,595 559,646
Depreciation 500,956 496,191 485,039
Management and leasing fees 260,350 253,238 240,214
Property administration 65,924 43,329 45,083
Legal and accounting 0 17,363 14,243
----------- ----------- ----------
1,336,847 1,321,716 1,344,225
----------- ----------- ----------
Net income $ 600,492 $ 633,888 $ 516,873
=========== =========== ==========
Net income allocated to Wells Real Estate Fund IV $ 225,632 $ 238,478 $ 195,580
=========== =========== ==========
Net income allocated to Wells Real Estate Fund V $ 374,860 $ 395,410 $ 321,293
=========== =========== ==========
F-16
Fund IV and V Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999, 1998, and 1997
Wells Real Wells Real Total
Estate Estate Partners'
Fund IV Fund V Capital
---------- ----------- ----------
Balance, December 31, 1996 $4,748,276 $7,706,294 $12,454,570
Net income 195,580 321,293 516,873
Partnership contributions 0 159,974 159,974
Partnership distributions (379,800) (624,676) (1,004,476)
---------- ---------- -----------
Balance, December 31, 1997 4,564,056 7,562,885 12,126,941
Net income 238,478 395,410 633,888
Partnership contributions 0 19,270 19,270
Partnership distributions (415,107) (688,398) (1,103,505)
---------- ---------- -----------
Balance, December 31, 1998 4,387,427 7,289,167 11,676,594
Net income 225,632 374,860 600,492
Partnership contributions 42,091 69,929 112,020
Partnership distributions (422,516) (701,958) (1,124,474)
---------- ---------- -----------
Balance, December 31, 1999 $4,232,634 $7,031,998 $11,264,632
========== ========== ===========
F-17
Fund IV and V Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
------------------ ------------------ --------------------
Cash flows from operating activities:
Net income $ 600,492 $ 633,888 $ 516,873
----------- ----------- -----------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 500,956 496,191 485,039
Changes in assets and liabilities:
Accounts receivable 63,893 (57,757) (8,789)
Prepaid expenses and other assets (61,124) 13,862 613
Accounts payable (5,052) 10,791 4,362
Due to affiliates 8,789 6,401 (92)
----------- ----------- -----------
Total adjustments 507,462 469,488 481,133
----------- ----------- -----------
Net cash provided by operating activities 1,107,954 1,103,376 998,006
----------- ----------- -----------
Cash flows from investing activities:
Investment in real estate (115,706) 0 (167,891)
----------- ----------- -----------
Cash flows from financing activities:
Contributions from joint venture partners 112,020 19,270 159,974
Distributions to joint venture partners (1,102,344) (1,072,372) (1,004,995)
----------- ----------- -----------
Net cash used in financing activities (990,324) (1,053,102) (845,021)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 1,924 50,274 (14,906)
Cash and cash equivalents, beginning of year 265,196 214,922 229,828
----------- ----------- -----------
Cash and cash equivalents, end of year $ 267,120 $ 265,196 $ 214,922
=========== =========== ===========
4. INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL
The Partnership's income tax basis net income for the years ended December
31, 1999, 1998, and 1997 is calculated as follows:
1999 1998 1997
-------------- --------------- ---------------
Financial statement net income $608,712 $574,034 $519,907
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes
in excess of amounts for income tax purposes 166,632 163,319 157,038
Expenses deductible when paid for income tax purposes,
accrued for financial reporting purposes 2,755 2,570 (884)
Rental income accrued for financial reporting purposes
less than (in excess of) amounts for income tax
purposes 36,052 (12,470) 11,469
Other 0 0 (2,569)
-------- -------- --------
Income tax basis net income $814,151 $727,453 $684,961
======== ======== ========
F-18
The Partnership's income tax basis partners' capital at December 31, 1999,
1998, and 1997 is computed as follows:
1999 1998 1997
------------------ ------------------ -------------------
Financial statement partners' capital $ 9,490,331 $ 9,939,003 $10,334,768
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting purposes
in excess of amounts for income tax purposes 680,400 513,768 350,449
Capitalization of organization costs for income tax
purposes, which are accounted for as cost of capital
for financial reporting purposes 1,735,988 1,735,988 1,735,988
Accumulated rental income accrued for financial
reporting purposes in excess of amounts for income tax
purposes (154,354) (190,406) (177,936)
Accumulated expenses deductible when paid for income
tax purposes, accrued for financial reporting purposes 21,438 18,683 16,113
Partnership's distributions payable 268,242 248,091 243,467
Other (2,568) (2,569) (2,569)
----------- ----------- -----------
Income tax basis partners' capital $12,039,477 $12,262,558 $12,500,280
=========== =========== ===========
5. RENTAL INCOME
The future minimum rental income due from the Partnership's respective
ownership interests in joint ventures under noncancelable operating leases
at December 31, 1999 is as follows:
Year ending December 31:
2000 $1,346,573
2001 1,121,654
2002 994,256
2003 564,560
2004 354,734
Thereafter 2,054,945
----------
$6,436,722
==========
Three tenants contributed 21%, 19%, and 18% of rental income. In addition,
two tenants will contribute 45% and 22% of future minimum rental income.
F-19
The future minimum rental income due Fund III and IV Associates under
noncancelable operating leases at December 31, 1999 is as follows:
Year ending December 31:
2000 $1,366,588
2001 1,205,853
2002 987,163
2003 684,719
2004 620,139
Thereafter 4,716,703
----------
$9,581,165
==========
Two tenants contributed approximately 31% and 27% of rental income for the
year ended December 31, 1999. In addition, one tenant will contribute
approximately 71% of future minimum rental income.
The future minimum rental income due Fund IV and V Associates under
noncancelable operating leases at December 31, 1999 is as follows:
Year ending December 31:
2000 $2,027,709
2001 1,612,110
2002 1,522,088
2003 722,833
2004 237,892
Thereafter 97,599
----------
$6,220,231
==========
Two tenants contributed approximately 57% and 22% of rental income for the
year ended December 31, 1999. In addition, one tenant will contribute
approximately 60% of future minimum rental income.
6. QUARTERLY RESULTS (UNAUDITED)
Presented below is a summary of the unaudited quarterly financial
information for the years ended December 31, 1999 and 1998:
1999 Quarters Ended
--------------------------------------------------------------------
March 31 June 30 September 30 December 31
-------------- -------------- ----------------- -----------------
Revenues $177,358 $204,977 $135,381 $166,308
Net income 149,048 185,994 122,579 151,091
Net income allocated to Class A limited
partners 149,048 185,994 122,579 151,091
Net income per Class A limited partner unit (a) $ 0.11 $ 0.14 $ 0.09 $ 0.11
Cash distribution per Class A limited partner
unit 0.20 0.20 0.20 0.20
(a) The totals of the four quarterly amounts for the year ended
December 31, 1999 do not equal the totals for the year. This
difference results from rounding differences between quarters.
F-20
1998 Quarters Ended
--------------------------------------------------------------------
March 31 June 30 September 30 December 31
--------------- --------------- ------------------ -----------------
Revenues $146,971 $208,024 $138,164 $162,678
Net income 131,848 187,279 121,019 133,888
Net income allocated to Class A limited
partners 131,848 187,279 121,019 133,888
Net income per Class A limited partner unit $ 0.10 $ 0.14 $ 0.09 $ 0.10
Cash distribution per Class A limited partner
unit 0.17 0.20 0.19 0.20
7. COMMITMENTS AND CONTINGENCIES
Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against the Partnership or the Company. In
the normal course of business, the Partnership or the Company may become
subject to such litigation or claims.
F-21
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
Initial Cost
-------------------------- Costs of
OWNER Buildings and Capitalized
Description SHIP Encumbrances Land Improvements Improvements Land
- ---------------------------------------- ------ ------------ ---------- ------------- ------------ -----------
STOCKBRIDGE VILLAGE (a) 43% None $2,551,645 $ 0 $ 7,885,370 $2,758,193
G.E. LIGHTING NATIONAL CUSTOMER CENTER (b) 43 None 529,546 4,158,223 422,504 573,582
MEDICAL CENTER PROJECT (c) 38 None 479,386 0 4,028,426 512,344
JACKSONVILLE IBM BUILDING (d) 38 None 1,384,751 0 7,653,356 1,499,190
---------- ------------ ----------- -----------
Total $4,945,328 $4,158,233 $19,989,656 $5,343,309
========== ============ =========== ===========
Gross Amount at Which Carried at December 31, 1999
--------------------------------------------------
Buildings and Construction Accumulated Date of
Description Improvements in Progress Total Depreciation Construction
- ---------------------------------------- ------------------- ------------- ----------- ------------ ------------
STOCKBRIDGE VILLAGE (a) $ 7,678,822 $ 0 $10,437,015 $ 2,228,07 1991
G.E. LIGHTING NATIONAL CUSTOMER CENTER (b) 4,536,691 0 5,110,273 1,194,511 1991
MEDICAL CENTER PROJECT (c) 3,993,812 1,656 4,507,812 913,602 1992
JACKSONVILLE IBM BUILDING (d) 7,538,917 0 9,038,107 1,771,419 1992
------------------ ------------ ----------- ------------
Total $23,748,242 $ 1,656 $29,093,207 $ 6,107,606
================== ============ =========== ============
Life on Which
Date Depreciation
Description Acquired Is Computed (e)
- ---------------------------------------- ------------- -----------------
STOCKBRIDGE VILLAGE (a) 04/04/91 20 to 25 years
G.E. LIGHTING NATIONAL CUSTOMER CENTER (b) 07/01/92 20 to 25 years
MEDICAL CENTER PROJECT (c) 09/14/92 20 to 25 years
JACKSONVILLE IBM BUILDING (d) 06/08/92 20 to 25 years
Total
(a) Stockbridge Village is a 13.62-acre retail shopping
center located in Stockbridge, Georgia. It is owned by
Fund III and IV Associates.
(b) The G.E. Lighting National Customer Center is a 43,000-
square-foot office building located in Richmond,
Virginia. It is owned by Fund III and IV Associates.
(c) The Medical Center Project consists of a 17,847-square-
foot medical building completed in March 1993 and a
nearly identical medical office building completed in
April 1994. It is owned by Fund IV and V Associates.
(d) The Jacksonville IBM Building is a four-story, 88,600-
square-foot office building located in Jacksonville,
Florida. It is owned by Fund IV and V Associates.
(e) Depreciation lives used for buildings were 40 years
through September 1995, changed to 25 years thereafter.
Depreciation lives used for land improvements are 20
years.
S-1
WELLS REAL ESTATE FUND IV, L.P.
(A Georgia Public Limited Partnership)
SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
Accumulated
Cost Depreciation
----------- ------------
BALANCE AT DECEMBER 31, 1996 $28,675,722 $ 2,995,886
1997 additions 167,891 1,020,249
----------- ------------
BALANCE AT DECEMBER 31, 1997 28,843,613 4,016,135
1998 additions 110,952 964,967
----------- ------------
BALANCE AT DECEMBER 31, 1998 28,954,565 4,981,102
1999 additions 138,642 1,126,504
----------- ------------
BALANCE AT DECEMBER 31, 1999 $29,093,207 $ 6,107,606
=========== ============
S-2
EXHIBIT INDEX
-------------
(Wells Real Estate Fund IV, L.P.)
The following documents are filed as exhibits to this report. Those
exhibits previously filed and incorporated herein by reference are identified
below by an asterisk. For each such asterisked exhibit, there is shown below the
description of the previous filing. Exhibits which are not required for this
report are omitted.
Exhibit Sequential
Number Description of Document Page Number
- ------- ----------------------- -----------
*4(a) Agreement of Limited Partnership of Wells N/A
Real Estate Fund IV, L.P. (Exhibit to Form
10-K of Wells Real Estate Fund IV, L.P.
for the fiscal year ended December 31,
1991, File No. 0-20103)
*4(b) Certificate of Limited Partnership of Wells N/A
Real Estate Fund IV, L.P. (Exhibit 4(b) to
Registration Statement of Wells Real Estate
Fund IV, L.P. and Wells Real Estate Fund V,
L.P., File No. 33-37830)
*10(a) Management Agreement between Wells Real N/A
Estate Fund IV, L.P. and Wells Management
Company, Inc. (Exhibit to Form 10-K of
Wells Real Estate Fund IV, L.P. for the
fiscal year ended December 31, 1991,
File No. 0-20103)
*10(b) Leasing and Tenant Coordinating Agreement N/A
between Wells Real Estate Fund IV, L.P. and
Wells Management Company, Inc. (Exhibit to
Form 10-K of Wells Real Estate Fund IV, L.P.
for the fiscal year ended December 31, 1991,
File No. 0-20103)
*10(c) Custodial Agency Agreement between Wells N/A
Real Estate Fund IV, L.P. and Citizens and
Southern Trust Company (Georgia) National
Association (Exhibit 10(f) to Amendment
No. 3 to Registration Statement of Wells
Real Estate Fund IV, L.P. and Wells Real
Estate Fund V, L.P., File No. 33-37830)
Exhibit Sequential
Number Description of Document Page Number
- ------- ----------------------- -----------
*10(d) Fund III and Fund IV Associates Joint Venture N/A
Agreement dated March 27, 1991 (Exhibit
10(g) to Post-Effective Amendment No. 1 to
Registration Statement of Wells Real Estate
Fund IV, L.P. and Wells Real Estate Fund V,
L.P., File No. 33-37830)
*10(e) Agreement of Purchase and Sale dated N/A
October 31, 1990 between 675 Industrial
Park, Ltd. and The Vlass-Fotos Group, Inc.
(Exhibit 10(h) to Post-Effective Amendment
No. 1 to Registration Statement of Wells
Real Estate Fund IV, L.P. and Wells Real
Estate Fund V, L.P., File No. 33-37830)
*10(f) Lease dated January 31, 1991 between The N/A
Vlass-Fotos Group, Inc. and The Kroger Co.
(Exhibit 10(i) to Post-Effective Amendment
No. 1 to Registration Statement of Wells
Real Estate Fund IV, L.P. and Wells Real
Estate Fund V, L.P., File No. 33-37830)
*10(g) Lease Agreement dated January 31, 1991 between N/A
The Vlass-Fotos Group, Inc. and The Kroger Co.
(Exhibit 10(j) to Post-Effective Amendment
No. 1 to Registration Statement of Wells Real
Estate Fund IV, L.P. and Wells Real Estate
Fund V, L.P., File No. 33-37830)
*10(h) First Amendment to Lease dated April 3, N/A
1991 between The Vlass-Fotos Group, Inc.
and The Kroger Co. (Exhibit 10(k) to Post-
Effective Amendment No. 1 to Registration
Statement of Wells Real Estate Fund IV,
L.P. and Wells Real Estate Fund V, L.P.,
File No. 33-37830)
Exhibit Sequential
Number Description of Document Page Number
- ------- ----------------------- -----------
*10(i) First Amendment to Lease Agreement dated N/A
April 3, 1991 between The Vlass-Fotos Group,
Inc. and The Kroger Co. (Exhibit 10(l) to
Post-Effective Amendment No. 1 to Registration
Statement of Wells Real Estate Fund IV, L.P.
and Wells Real Estate Fund V, L.P., File
No. 33-37830)
*10(j) Development Agreement dated April 4, 1991 N/A
between Fund III and Fund IV Associates and
The Vlass-Fotos Group, Inc. (Exhibit 10(m)
to Post-Effective Amendment No. 1 to
Registration Statement of Wells Real Estate
Fund IV, L.P. and Wells Real Estate Fund V,
L.P., File No. 33-37830)
*10(k) Fund IV and Fund V Associates Joint Venture N/A
Agreement dated April 14, 1992 (Exhibit 10(n)
to Post-Effective Amendment No. 7 to
Registration Statement of Wells Real Estate
Fund IV, L.P. and Wells Real Estate Fund V,
L.P., File No. 33-37830)
*10(l) Agreement for the Purchase and Sale of Real N/A
Property with GL National, Inc. (Exhibit 10(o)
to Post-Effective Amendment No. 7 to
Registration Statement of Wells Real Estate
Fund IV, L.P. and Wells Real Estate Fund V,
L.P., File No. 33-37830)
*10(m) Lease with International Business Machines N/A
Corporation (Exhibit 10(p) to Post-Effective
Amendment No. 7 to Registration Statement of
Wells Real Estate Fund IV, L.P. and Wells
Real Estate Fund V, L.P., File No. 33-37830)
*10(n) Lease with ROLM Company (Exhibit 10(q) to N/A
Post-Effective Amendment No. 7 to Registration
Statement of Wells Real Estate Fund IV, L.P.
and Wells Real Estate Fund V, L.P., File
No. 33-37830)
Exhibit Sequential
Number Description of Document Page Number
- ------- ----------------------- -----------
*10(o) Construction Agreement with McDevitt & Street N/A
Company (Exhibit 10(r) to Post-Effective
Amendment No. 7 to Registration Statement of
Wells Real Estate Fund IV, L.P. and Wells
Real Estate Fund V, L.P., File No. 33-37830)
*10(p) Development Agreement with ADEVCO Corporation N/A
(Exhibit 10(s) to Post-Effective Amendment
No. 7 to Registration Statement of Wells
Real Estate Fund IV, L.P. and Wells Real Estate
Fund V, L.P., File No. 33-37830)
*10(q) Guaranty of Development Agreement by David M. N/A
Kraxberger (Exhibit 10(t) to Post-Effective
Amendment No. 7 to Registration Statement of
Wells Real Estate Fund IV, L.P. and Wells
Real Estate Fund V, L.P., File No. 33-37830)
*10(r) Architect Agreement with Mayes, Sudderth & N/A
Etheredge, Inc. (Exhibit 10(u) to Post-
Effective Amendment No. 7 to Registration
Statement of Wells Real Estate Fund IV, L.P.
and Wells Real Estate Fund V, L.P., File
No. 33-37830)
*10(s) Architect Agreement with Peter C. Sutton, N/A
A.I.A. (Exhibit 10(v) to Post-Effective
Amendment No. 7 to Registration Statement
of Wells Real Estate Fund IV, L.P. and
Wells Real Estate Fund V, L.P., File
No. 33-37830)
*10(t) First Amendment to Joint Venture Agreement N/A
of Fund III and IV Associates dated July 1,
1992 (Exhibit 10(v) to Form 10-K of Wells
Real Estate Fund III, L.P. for the fiscal
year ended December 31, 1992, File No. 0-18407)
Exhibit Sequential
Number Description of Document Page Number
- ------- ----------------------- -----------
*10(u) Agreement for the Purchase and Sale of N/A
Property between Rowe Properties-Markel, L.P.
and Fund III and Fund IV Associates and
Addendum to Agreement for the Purchase and
Sale of Property (Exhibit 10(w) to Form 10-K
of Wells Real Estate Fund III, L.P. for the
fiscal year ended December 31, 1992, File
No. 0-18407)
*10(v) Office Lease with G.E. Lighting, Rider No. 1 N/A
to Lease, Addendum of Lease, Second Addendum
of Lease, Third Amendment of Lease and Fourth
Amendment to Office Lease (Exhibit 10(x) to
Form 10-K of Wells Real Estate Fund III, L.P.
for the fiscal year ended December 31, 1992,
File No. 0-18407)
*10(w) First Amendment to Joint Venture Agreement N/A
of Fund IV and V Associates dated September 9,
1992 (Exhibit 10(w) to Post-Effective
Amendment No. 8 to Registration Statement of
Wells Real Estate Fund IV, L.P. and Wells
Real Estate Fund V, L.P., File No. 33-37830)
*10(x) Option Agreement for the Purchase and Sale of N/A
Real Property (Exhibit 10(x) to Post-Effective
Amendment No. 8 to Registration Statement of
Wells Real Estate Fund IV, L.P. and Wells Real
Estate Fund V, L.P., File No. 33-37830)
*10(y) First Amendment to Option Agreement for the N/A
Purchase and Sale of Real Property (Exhibit
10(y) to Post-Effective Amendment No. 8 to
Registration Statement of Wells Real Estate
Fund IV, L.P. and Wells Real Estate Fund V,
L.P., File No. 33-37830)
Exhibit Sequential
Number Description of Document Page Number
- ------- ----------------------- -----------
*10(z) Partial Assignment and Assumption of Option N/A
Agreement for the Purchase and Sale of Real
Property (Exhibit 10(z) to Post-Effective
Amendment No. 8 to Registration Statement of
Wells Real Estate Fund IV, L.P. and Wells
Real Estate Fund V, L.P., File No. 33-37830)
*10(aa) Lease Agreement with the Executive Committee N/A
of the Baptist Convention of the State of
Georgia, d/b/a Georgia Baptist Health Care
System (Exhibit 10(aa) to Post-Effective
Amendment No. 8 to Registration Statement of
Wells Real Estate Fund IV, L.P. and Wells
Real Estate Fund V, L.P., File No. 33-37830)
*10(bb) Construction Contract with Cecil N. Brown N/A
Co., Inc. (Exhibit 10(bb) to Post-Effective
Amendment No. 8 to Registration Statement of
Wells Real Estate Fund IV, L.P. and Wells
Real Estate Fund V, L.P., File No. 33-37830)
*10(cc) Amended and Restated Custodial Agency Agreement N/A
between Wells Real Estate Fund IV, L.P. and
NationsBank of Georgia, N.A. dated April 1,
1994 (Exhibit to Form 10-K of Wells Real
Estate Fund IV, L.P. for the fiscal year
ended December 31, 1994, File No. 0-20103)