Back to GetFilings.com
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
---------------------------------------------------
[_] 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 ________________ to ________________
Commission file number 0-23719
Wells Real Estate Fund X, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2250093
- ------------------------------------------------ ----------------------------------------
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification Number)
organization)
6200 The Corners Parkway, Norcross, Georgia 30092
- ------------------------------------------------ ----------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
----------------------------------------
Securities registered pursuant to Section 12 (b) of
the Act:
Title of each class Name of exchange on which registered
- ------------------------------------------------ ----------------------------------------
NONE NONE
- ------------------------------------------------ ----------------------------------------
Securities registered pursuant to Section 12 (g) of the Act:
CLASS A UNITS
- --------------------------------------------------------------------------------
(Title of Class)
CLASS B UNITS
- --------------------------------------------------------------------------------
(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 ___
---
Aggregate market value of the voting stock held by nonaffiliates: Not Applicable
--------------
PART I
ITEM 1. BUSINESS
General
Wells Real Estate Fund X, L.P. (the "Partnership") is a Georgia public limited
partnership having Leo F. Wells, III and Wells Partners, L.P., a Georgia non-
public limited partnership, as General Partners. The Partnership was formed on
June 20, 1996, for the purpose of acquiring, developing, constructing, owning,
operating, improving, leasing and otherwise managing for investment purposes
income-producing commercial or industrial properties.
On December 31, 1996, the Partnership commenced a public offering of up to
$35,000,000 of limited partnership units ($10.00 per unit) pursuant to a
Registration Statement filed on Form S-11 under the Securities Act of 1933. The
Partnership commenced active operations on February 4, 1997, when it received
and accepted subscriptions for 125,000 units. An aggregate requirement of
$2,500,000 of offering proceeds was reached on February 25, 1997, thus allowing
for the admission of New York and Pennsylvania investors in the Partnership. The
offering was terminated on December 30, 1997, at which time the Partnership had
sold 2,116,099 Class A Status Units, and 596,792 Class B Status Units, held by a
total of 1,593 and 219 Limited Partners respectively, for total Limited Partner
capital contributions of $27,128,912. After payment of $1,085,157 in Acquisition
and Advisory Fees and expenses, payment of $4,069,338 in selling commissions and
organization and offering expenses, investment of $18,420,164 in the Fund IX-X-
XI-REIT Joint Venture and investment of $3,296,233 in the Fund X-XI Joint
Venture as of December 31, 1999, the Partnership was holding net offering
proceeds of $258,020 available for investment in properties.
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.
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,
the properties are adequately insured.
-2-
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
As of December 31, 1999, the Partnership owned interests in properties through
its ownership in the following joint ventures: Fund IX-X-XI-REIT Associates, a
joint venture among the Partnership, Wells Real Estate Fund IX, L.P., Wells Real
Estate Fund XI, L.P. and Wells Operating Partnership, L.P. (the "Fund IX-X-XI-
REIT Joint Venture"), and Fund X-XI Associates, a joint venture among the
Partnership and Wells Real Estate Fund XI, L.P. (the "Fund X-XI Joint Venture").
Wells Operating Partnership, L.P. is a Delaware Limited Partnership having Wells
Real Estate Investment Trust, Inc., (the "Wells REIT") a Maryland corporation,
as its General Partner.
As of December 31, 1999, the Partnership owned interests in the following
properties through its ownership of the foregoing joint ventures: (i) a three-
story office building in Knoxville, Tennessee (the "ABB Building"), which is
owned by the Fund IX-X-XI-REIT Joint Venture, (ii) a two-story office building
located in Louisville, Boulder County, Colorado (the "Ohmeda Building"), which
is owned by the Fund IX-X-XI-REIT Joint Venture, (iii) a three-story office
building located in Broomfield, Boulder County, Colorado (the "360 Interlocken
Building") which is owned by Fund IX-X-XI-REIT Joint Venture, (iv) a one-story
warehouse facility located in Ogden, Utah ("Iomega Corporation Building") which
is owned by Fund IX-X-XI-REIT Joint Venture, (v) a one-story office building
located in Oklahoma City, Oklahoma (the "Lucent Technologies Building"), which
is owned by the Fund IX-X-XI-REIT Joint Venture, (vi) a one-story office and
warehouse building located in Fountain Valley, California (the "CORT Building"),
which is owned by a joint venture (the "CORT Joint Venture") between the Fund X-
XI Joint Venture and Wells Operating Partnership, L.P., and (vii) a two-story
warehouse and office building located in Fremont, California (the "Fairchild
Building"), which is owned by Wells/Fremont Joint Venture, a joint venture
between Fund X-XI Joint Venture and Wells Operating Partnership, L.P.
-3-
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:
Partnership Percentage Percentage
Number Share of of Total of Total
Year of of Square Annualized Annualized Square Annualized
Lease Leases Feet Gross Base Gross Base Feet Gross Base
Expiration Expiring Expiring Rent (1) Rent (1) Expiring Rent
- ------------ ---------- ---------- ------------ --------------- ------------ ------------
2000 0 0 $ 0 $ 0 0.0% 0.0%
2001 2 20,739 328,620 115,346 4.1 5.5
2002 3 12,606 256,980 90,200 2.5 4.4
2003(2) 2 69,146 1,072,828 376,563 13.4 18.1
2004(3) 1 58,424 902,946 316,934 11.3 15.2
2005(4) 1 106,750 1,027,320 360,589 20.7 17.3
2007(5) 1 81,823 1,060,026 372,069 15.9 17.9
2008(6) 1 57,186 583,020 204,640 11.1 9.8
2009(7) 1 108,250 696,876 244,603 21.0 11.8
---------- ---------- ------------ --------------- ------------ ------------
12 514,924 $5,928,616 $2,080,944 100.0% 100.0%
========== ========== ============ =============== ============ ============
(1) Average monthly gross rent over the life of the lease, annualized.
(2) Expiration of CORT Furniture lease, Fountain Valley, California.
(3) Expiration of Fairchild lease, Freemont, California.
(4) Expiration of Ohmeda lease, Louisville, Colorado.
(5) Expiration of ABB lease, Knoxville, Tennessee.
(6) Expiration of Lucent Technologies lease, Oklahoma City, Oklahoma.
(7) Expiration of Iomega lease, Ogden, Utah.
Fund IX, Fund X, Fund XI and REIT Joint Venture
On June 11, 1998, Fund IX and Fund X Associates (the "Fund IX-X Joint
Venture"), a joint venture between the Partnership and Wells Real Estate
Fund IX, L.P. ("Wells Fund IX"), a Georgia public limited partnership, was
amended and restated to admit the Wells Real Estate Fund XI, L.P. ("Wells
Fund XI"), a Georgia public limited partnership, and Wells Operating
Partnership, L.P. ("Wells OP), a Delaware limited partnership. Wells Fund
IX, Wells Fund XI, Wells OP and the Wells REIT are all Affiliates of the
Partnership and its General Partners.
The Fund IX-X Joint Venture, which changed its name to the Fund IX-X-XI-
REIT Joint Venture had previously acquired and owned the following three
properties: (i) the ABB Building located in Knoxville, Knox County,
Tennessee, (ii) the Ohmeda Building located in Louisville, Boulder County,
Colorado, and (iii) the 360 Interlocken Building located in Broomfield,
Boulder County, Colorado. On June 24, 1998, the Fund IX-X-XI-REIT Joint
Venture purchased the Lucent Technologies Building located in Oklahoma
City, Oklahoma County, Oklahoma. On July 1, 1998, the Partnership
contributed the Iomega building located in Ogden, Weber County, Utah to
the Fund IX-X-XI-REIT Joint Venture.
As of December 31, 1999, the Partnership had contributed $21,716,397 and
held an approximate 48.3% equity interest in the Fund IX-X-XI-REIT Joint
Venture. As of December 31, 1999 Wells Fund IX had an approximate 39.1%
equity interest, Wells Fund XI had an approximate 8.9% equity interest,
and Wells OP held an approximate 3.7% equity interest in the Fund IX-X-XI-
REIT Joint Venture.
-4-
The ABB Building
On March 20, 1997, the Fund IX-X Joint Venture began construction on a
three-story office building containing approximately 83,520 rentable
square feet (the "ABB Building") on a 5.62 acre tract of real property in
Knoxville, Knox County, Tennessee. The land purchase and construction
costs, totaling approximately $8,012,711 were funded by capital
contributions of $3,835,000 by the Partnership, and $4,177,711 by Wells
Fund IX.
ABB Environmental Systems, a subsidiary of ABB, Inc., has executed its
lease space of 56,012 rentable square feet comprising approximately 67% of
the building in December 1997. The initial term of the lease is 9 years
and 11 months commencing In December, 1997, ABB has the option under its
lease to extend the initial term of the lease for two consecutive five-
year periods. The annual base rent payable during the initial term is
$646,250 payable in equal monthly installments of $53,854 during the first
five years and $728,750 payable in equal monthly installments of $60,729
during the last four years and 11 months of the initial term. The annual
base rent for each extended term will be at market rental rates. In
addition to the base rent, ABB is required to pay additional rent equal to
its share of operating expenses during the lease term.
Commencing December 1, 1999, ABB Environmental exercised its right of
first refusal to lease an additional 23,992 square feet of space vacated
by the Associates in September 1999. This addition increases their
rentable floor area from 57,831 square feet to 81,823 square feet. ABB
will pay base rent at the same terms and conditions of their original
lease.
It is currently anticipated that the remaining cost to complete this
project which includes the final buildout of remaining space will be
approximately $89,000, which will be contributed by Wells Fund IX. The
average effective annual rental per square foot at the ABB Building was
$11.82 for 1999, $9.97 for 1998, and $8.16 for 1997, the first year of
occupancy. The occupancy rate at year end was 98% for 1999, 95% for 1998,
and 67% for 1997.
Ohmeda Building
On February 13, 1998, Fund IX-X Joint Venture acquired a two story office
building that was completed in 1988 with approximately 106,750 rentable
square feet (the "Ohmeda Building") on a 15-acre tract of land located in
Louisville, Boulder County, Colorado from Lincor Centennial Ltd., a
Colorado limited partnership. The purchase price for the Ohmeda Building
was $10,325,000. The Fund IX-X Joint Venture also incurred additional
acquisition expenses in connection with the purchase of the Ohmeda
Building, including attorneys' fees, recording fees and other closing
costs. As of December 31, 1999, the Partnership had contributed
$6,900,878, Wells Fund IX had contributed $3,460,192 to this project.
The entire 106,750 rentable square feet of the Ohmeda Building is
currently under a net lease dated February 26, 1987, as amended by First
Amendment to Lease dated December 3, 1987, as amended by Second Amendment
to Lease dated October 20, 1997 (the "Lease") with Ohmeda, Inc., a
Delaware corporation. The lease was assigned to the Joint Venture at the
closing. The lease currently expires in January 2005, subject to (i)
Ohmeda's right to effectuate an early termination of the lease under the
terms and conditions described below, and (ii) Ohmeda's right to extend
the lease for two additional five-year periods of time at the then current
market rental rates.
The monthly base rental payable under the lease is $83,709.79 through
January 31, 2003; $87,890.83 from February 1, 2003 through January 31,
2004; and $92,249.79 from February 1, 2004 through January 31, 2005. Under
the lease, Ohmeda is responsible for all utilities, taxes, insurance and
other operating costs with respect to the Ohmeda Building during the term
of the lease. In addition, Ohmeda shall pay a $21,000 per year management
fee for maintenance and administrative services of the Ohmeda Building.
The Fund IX-X-XI-REIT Joint Venture, as
-5-
landlord, is responsible for maintenance of the roof, exterior and
structural walls, foundation, other structural members and floor slab,
provided that the landlord's obligation to make repairs specifically
excludes items of cosmetic and routine maintenance such as the painting of
walls.
The average effective annual rental per square foot at the Ohmeda Building
was $9.62 for 1999 and 1998, the first year of occupancy. The occupancy
rate at year end was 100% for 1999 and 1998.
360 Interlocken Building
On March 20, 1998 the IX-X Joint Venture acquired a three-story multi-
tenant office building containing approximately 51,974 rentable square
feet (the "360 Interlocken Building") on a 5.1 acre tract of land in
Broomfield, Boulder County, Colorado for a purchase price of $8,275,000
excluding acquisition costs. The project was funded by capital
contributions of $1,632,534 by the Partnership and $6,642,466 by Wells
Fund IX.
The 360 Interlocken Building was completed in December 1996. The first
floor has multiple tenants and contain 15,599 rentable square feet; the
second floor is leased to ODS Technologies, L.P. and contains 17,146
rentable square feet; and the third floor is leased to Transecon, Inc. and
contains 19,229 rentable square feet.
As stated, the entire third floor of the Interlocken building containing
19,229 rentable square feet is currently under lease to Transecon and
expires in October 2001, subject to Transecon's right to extend for one
additional term of five years upon 180 days' notice. The monthly lease
rent payable under the Transecon lease is approximately $24,000 for the
initial term of the lease. Under the lease, Transecon is responsible for
its share of utilities, taxes, insurance, and other operating expenses
with respect to the Interlocken building. In addition, Transecon has a
right of first refusal under the lease for any second floor space proposed
to be leased by the landlord.
The entire second floor of the Interlocken building containing 17,146
rentable square feet is currently under lease to ODS and expires in
September 2003 subject to ODS's right to extend for one additional term of
three years. The monthly lease rent payable under the ODS lease is $22,100
through January 1998; $22,150 through January 1999; $22,600 through
January 2000; $23,100 through January 2001; $23,550 through January 2002;
$24,050 through January 2002 and $24,550 through September, 2003. The
rental payments to be made by the tenant under the ODS lease are also
secured by the assignment of a $275,000 letter of credit which may be
drawn upon by the landlord in the event of a tenant default under the
lease. Under the lease, ODS is responsible for its share of utilities
taxes, insurance and other operating costs with respect to the Interlocken
building.
The average effective annual rental per square foot at the 360 Interlocken
Building was $15.97 for 1999 and 1998, the first year of occupancy. The
occupancy rate at year end was 100% for 1999 and 1998.
Lucent Technologies Building
On May 30, 1997, the Fund IX-X Joint Venture entered into an agreement for
the purchase and sale of real property with Wells Development Corporation
("Wells Development"), an affiliate of the General Partners, for the
acquisition and development of a one-story office building containing
57,186 net rentable square feet on 5.3 acres of land (the "Lucent
Technologies Building"). On June 24, 1998, the Fund IX-X Joint Venture
purchased this property for a purchase price of $5,504,276. The purchase
price was funded by capital contributions of $950,392 by the Partnership,
$657,804 by Fund IX, $2,482,810 by Fund XI and $1,421,466 by Wells OP.
-6-
Lucent Technologies, has occupied the entire Lucent Technologies Building.
The initial term of the lease is ten years commencing January 5, 1998.
Lucent Technologies has the option to extend the initial term of the lease
for two additional five-year periods. The annual base rent payable during
the initial term is $508,383 payable in equal monthly installments of
$42,365 during the first five years and $594,152 payable in equal monthly
installments of $49,513 during the second five years of the lease term.
The annual base rent for each extendable term will be at market rental
rates. In addition to the base rent, Lucent Technologies will be required
to pay additional rent equal to its share of operating expenses during the
lease term.
The average effective annual rental per square foot at the Lucent
Technologies Building was $10.19 for 1999 and 1998, the first year of
occupancy. The occupancy rate at year end was 100% for 1999 and 1998.
Iomega Building
On July 1, 1998, the Partnership contributed a single story warehouse and
office building with 108,250 rentable square feet (the "Iomega Building")
and was credited with making a capital contribution to the IX-X-XI-REIT
Joint Venture in the amount of $5,050,425, which represents the purchase
price of $5,025,000 plus acquisition expenses of $25,425 originally paid
by the Partnership for the Iomega Building on April 1, 1998.
The building is 100% occupied by one tenant with a ten year lease term
that expires on July 31, 2006. The monthly base rent payable under the
lease is $40,000 through November 12, 1999. Beginning on the 40th and 80th
months of the lease term, the monthly base rent payable under the lease
will be increased to reflect an amount equal to 100% of the increase in
the Consumer Price Index (as defined in the lease) during the preceding 40
months; provided however, that in no event shall the base rent be
increased with respect to any one year by more than 6% or by less than 3%
per annum, compounded annually, on a cumulative basis from the beginning
of the lease term. The lease is a triple net lease, whereby the terms
require the tenant to reimburse the IX-X-XI-REIT Joint Venture for certain
operating expenses, as defined in the lease, related to the building.
On March 22, 1999, the Fund IX-X-XI-REIT Joint Venture purchased a four-
acre tract of vacant land adjacent to the Iomega Corporation Building
located in Ogden, Utah. This site is being used for additional parking and
a loading-dock area, which includes at least 400 new parking stalls and
new site work for truck maneuver space, in accordance with the
requirements of the tenants and the city of Ogden. The project was
completed on July 31, 1999. The tenant, Iomega Corporation, has agreed to
extend the term of its lease to April 30, 2009 and will pay an additional
base rent, an amount equal to 13% per annum payable in monthly
installments of the direct and indirect cost of acquiring the property and
construction of improvements. This additional base rent commenced on May
1, 1999.
The land was purchased at a cost of $212,000 excluding acquisition costs.
The funds used to acquire the land and for the improvements are funded
entirely out of capital contributions made by Wells Fund XI to the Fund
IX-X-XI-REIT Joint Venture in the amount of $874,625. The project was
completed at a total cost of $874,625.
The average effective annual rental per square foot at the Iomega Building
was $5.18 for 1999 and $4.60 for 1998, the first year of occupancy. The
occupancy rate at year end was 100% for 1999 and 1998.
Fund X-XI Joint Venture
On July 17, 1998 the Partnership and Wells Real Estate Fund XI, L.P.
("Wells Fund XI"), a Georgia public limited partnership, affiliated with
the Partnership through common general
-7-
partners, formed a joint venture known as Fund X and Fund XI Associates
(the "Fund X-Fund XI Joint Venture"). The investment objectives of Wells
Fund XI are substantially identical to those of the Partnership. As of
December 31, 1999 the Partnership had contributed $3,296,233 and Wells
Fund XI had contributed $2,398,767 for total contributions of $5,695,000
to the Fund X-Fund XI Joint Venture. At this time, the Partnership's
equity interest in the Fund X-Fund-XI Joint Venture is approximately 58%
and the Wells Fund XI's equity interest in the Fund X-Fund-XI Joint
Venture is approximately 42%.
Wells/Fremont Joint Venture-Fairchild Building
On July 15, 1998, Wells OP entered into a joint venture agreement known as
Wells/Fremont Associates ("Fremont Joint Venture") with Wells Development
Corporation, a Georgia Corporation ("Wells Development"). Wells
Development is an affiliate of the Partnership and its General Partners.
On July 21, 1998, the Fremont Joint Venture acquired the Fairchild
Building, a 58,424 square-foot warehouse and office building located in
Fremont, California, for a purchase price of $8,900,000 plus acquisition
expenses of approximately $60,000. The Partnership contributed $1,000,000
and Wells Fund XI contributed $1,000,000 towards the purchase of this
building.
The Fairchild Building is 100% occupied by one tenant with a seven-year
lease term that commenced on December 1, 1997 (with an early possession
date of October 1, 1997) and expires on November 30, 2004. The monthly
base rent payable under the lease is $68,128 with a 3% increase on each
anniversary of the commencement date. The lease is a triple net lease,
whereby the terms require the tenant to reimburse the landlord for certain
operating expenses, as defined in the lease, related to the building.
On July 17,1998, a joint venture between Wells Fund X and Fund XI (the
"Fund X-XI Joint Venture") entered into an agreement for the purchase and
sale of Wells Development's interest in the Fremont Joint Venture.
On October 8, 1998, the Fund X-XI Joint Venture exercised its rights under
the Fremont Joint Venture contract and purchased Wells Development's
interest in the Fremont Joint Venture and became partner with Wells OP in
the ownership of the Fairchild Building. As of December 31, 1999, Wells OP
had contributed $6,983,110 and held an approximate 78% equity percentage
interest in the Fremont Joint Venture, and Fund X-XI had contributed
$2,000,00 and held an approximate 22% equity percentage interest in the
Fremont Joint Venture.
The average effective annual rental per square foot at the Fairchild
Building was $15.46 for 1999 and 1998 the first year of occupancy. The
occupancy rate at year end was 100% for 1999 and 1998.
Wells/Orange County Joint Venture-Cort Building
In July of 1998, Wells OP entered into a joint venture agreement known as
Wells/Orange County Associates ("Cort Joint Venture") with Wells
Development Corporation. On July 31, 1998, the Cort Joint Venture acquired
the Cort Building for a purchase price of $6,400,000 plus acquisition
expenses of approximately $150,000. The Partnership contributed
$2,296,233, Wells Fund XI contributed $1,398,767 and Wells OP contributed
$2,871,430.
The Cort Building is a 52,000-square-foot warehouse and office building
located in Fountain Valley California. The building is 100% occupied by
one tenant with a 15-year lease term that commenced on November 1, 1988
and expires on October 31, 2003. The monthly base rent payable under the
lease is $63,247 through April 30, 2001, at which time the monthly base
rent will be increased 10% to $69,574 for the remainder of the lease term.
The lease is a triple net lease, whereby the terms require the tenant to
reimburse the Cort Joint Venture for certain operating expenses, as
defined in the lease, related to the building.
-8-
On July 30, 1998, the Fund X-XI Joint Venture entered into an agreement
for the purchase and sale of Wells Development's interest in the Cort
Joint Venture. On September 1, 1998, the Fund X-XI Joint Venture exercised
its rights under the Cort JV Contract and purchased Wells Development's
interest in the Cort Joint Venture and became a joint venture partner with
Wells OP in the ownership of the Cort Building.
As of December 31, 1999, Wells OP had made total capital contributions of
$2,871,430 and held an approximate 44% equity percentage interest in the
Cort Joint Venture and, Fund X-XI Joint Venture, had contributed
$3,695,000 and held an approximate 56% equity percentage interest in the
Cort Joint Venture.
The average effective annual rental per square foot at the Cort Building
was $15.30 for 1999 and 1998, the first year of occupancy. The occupancy
rate at year end was 100% for 1999 and 1998.
ITEM 3. LEGAL PROCEEDINGS
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.
No matters were submitted to a vote of the Limited Partners for the year 1999.
-9-
PART II
ITEM 5. MARKET FOR PARTNERSHIP'S UNITS AND RELATED SECURITY HOLDER MATTERS.
The offering for sale of Units in the Partnership terminated on December 30,
1997, at which time the Partnership had 2,116,099 outstanding Class A Status
Units held by a total of 1,588 Limited Partners and 596,792 outstanding Class B
Status Units held by a total of 218 Limited Partners. The capital contribution
per unit is $10.00. There is no established public trading 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.
Class A status Limited Partners are entitled to a distribution from net Cash
from operations, as defined in the partnership agreement to mean cash flow, less
adequate cash reserves for other obligations of the Partnership for which there
is no provision, on a per Unit basis until they have received distributions in
each fiscal year of the Partnership equal to 10% of their adjusted capital
contributions. After this preference is satisfied, the General Partners will
receive an amount of Net Cash From Operations equal to 10% of the total amount
of net cash from Operations distributed. Thereafter, the Limited Partners
holding Class A status 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 Status Units. Holders of Class A
Status Units will, except in limited circumstances, be allocated none of the
Partnership's net loss, depreciation, and amortization deductions. These
deductions will be allocated to the Class B status units, until their capital
account balances have been reduced to zero. No distributions have been made to
the General Partners as of December 31, 1999.
Cash available for distribution to the Limited Partners is distributed on a
quarterly basis unless Limited Partners select to have their cash distributed
monthly. Cash distributions made to Class A Status Limited Partners during 1998
and 1999 were as follows:
Per Class A Status Unit
---------------------------------------------------------
Distribution for Total Cash Investment Return of General
Quarter Ended Distributed Income Capital Partner
----------- ---------- --------- ----------
March 31, 1998 $252,018 $0.12 $0.00 $0.00
June 30, 1998 424,087 0.20 0.00 0.00
September 30, 1998 436,659 0.21 0.00 0.00
December 31, 1998 531,999 0.25 0.00 0.00
March 31, 1999 535,660 0.25 0.00 0.00
June 30, 1999 496,960 0.23 0.00 0.00
September 30, 1999 512,766 0.24 0.00 0.00
December 31, 1999 508,704 0.23 0.00 0.00
The fourth quarter distribution was accrued for accounting purposes in 1999, and
was not actually paid to Limited Partners until February, 2000. Although there
is no assurance, the General Partners anticipate that cash distributions to
Limited Partners holding Class A Status Units will continue in 2000 at a level
at least comparable with 1999 cash distributions on an annual basis.
-10-
ITEM 6. SELECTED FINANCIAL DATA
The Partnership did not commence active operations until it received and
accepted subscriptions for a minimum of 125,000 units on February 4, 1997, and
accordingly, there is no comparative financial data available from prior fiscal
years.
The following sets forth a summary of the selected financial data for the fiscal
year ended December 31, 1999 and 1998 and the eleven months ended December 31,
1997:
1999 1998 1997
----------- ----------- -----------
Total assets $22,137,122 $23,016,105 $23,716,744
Total revenues 1,309,281 1,204,597 372,507
Net income 1,192,318 1,050,329 278,025
Net loss allocated to General Partners 0 (338) (162)
Net income allocated to Class A Limited Partners 2,084,229 1,779,191 302,862
Net loss allocated to Class B Limited Partners (891,911) (728,524) (24,675)
Net income per weighted average (1) Class A Limited Partner unit $ 0.97 $ 0.85 $ 0.28
Net loss per weighted average (1) Class B Limited Partner unit (1.60) (1.23) (0.09)
Cash distribution per weighted average (1) Class A Limited
Partner unit investment income 0.95 0.78 0.27
Return of Capital 0.00 0.00 0.00
(1) The weighted average unit is calculated by averaging units over
the period they are outstanding during the time units are still
being purchased by Limited Partners in the Partnership.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION.
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 the 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.
Results of Operations and Changes in Financial Conditions
General
The Partnership commenced active operations on February 4, 1997, when it
received and accepted subscriptions for 125,000 units. The offering was
terminated on December 30, 1997 at which time the Partnership had sold 2,116,099
Class A Status Units and 596,792 Class B Status Units, held by a total of 1,588
and 218 Class A and Class B Limited Partners, respectively, for total Limited
Partner contributions of $27,128,912. After payment of $1,085,157 in acquisition
and advisory fees, payment of $4,069,338 in selling commissions and organization
and offering expenses, investment of $18,420,164 in the Fund IX-X-XI-REIT Joint
Venture, and investment of $3,296,233 in the Fund X-XI Joint Venture as of
-11-
December 31, 1999, the Partnership was holding net offering proceeds of $258,020
available for investment in properties.
Gross revenues of the Partnership were $1,309,281, $1,204,597, and $372,507 for
the twelve months ended December 31, 1999, 1998, and the eleven months ended
December 31, 1997, respectively, and were attributable primarily to increased
income from joint ventures as a result of increased investments in joint
ventures as a result of increased investments in joint ventures. Negative equity
in income of joint ventures of $10,035 for 1997 was due primarily to
depreciation and other operating expenses combined with the fact that ABB moved
into the building in late December 1997.
Expenses of the Partnership were $116,963, $154,268, and $94,482 for the twelve
months ended December 31, 1999, 1998, and the eleven months ended December 31,
1997, respectively, and consisted primarily of legal, accounting, deprecation
and partnership administrative costs. Net income of the Partnership was
$1,192,318 for the twelve months ended December 31, 1999, $1,050,329 for the
twelve months ended December 31, 1998, and $278,025 for the twelve months ended
December 31, 1997. The Partnership made cash distributions of investment income
to Limited Partners holding Class A Status Units of $0.95 per Class A Status
Unit for the years ended December 31, 1999, $0.78 per Class A Status Unit for
the year ended December 31, 1998 and $0.27 per Class A Status Unit for the year
ended December 31, 1997. The General Partners anticipate distributions per unit
to Limited Partners holding Class A Status Units will continue in 2000 at a
level at least comparable with 1999 cash distributions on an annual basis.
Distributions accrued for the fourth quarter of 1999 to the Limited Partners
holding Class A Status Units were paid in February 2000. No cash distributions
were made to Limited Partners holding Class B Status Units.
-12-
Property Operations
As of December 31, 1999, the Partnership owned an interest in the following
operational properties:
The ABB Building/Fund IX-X-XI-REIT Joint Venture
For the One Month
Year Ended Ended
December 31 December 31
------------------------------- -----------------
1999 1998 1997
----------- ------------ ----------------
Revenues:
Rental income $ 987,327 $836,746 $ 28,512
Interest income 58,768 20,192 0
----------- ----------- -----------
1,046,095 856,938 28,512
----------- ----------- -----------
Expenses:
Depreciation 537,799 475,020 36,863
Management and leasing expenses 120,325 107,338 1,711
Operating costs, net of reimbursements (2,532) (40,641) 10,118
----------- ----------- -----------
655,592 541,717 48,692
----------- ----------- -----------
Net income (loss) $ 390,503 $315,221 $(20,180)
=========== =========== ===========
Occupied percentage 98% 95% 67%
=========== =========== ===========
Partnership ownership percentage in the Fund IX-X-XI-REIT
Joint Venture 48.3% 49.7% 49.7%
=========== =========== ===========
Cash distribution to the Partnership $ 453,176 $348,585 $ 0
=========== =========== ===========
Net income (loss) allocated to Partnership $ 190,167 $154,394 $ (10,035)
=========== =========== ============
Rental income increased in 1999 over 1998 due primarily to the increased
occupancy level of the property. Other operating expenses were negative for 1999
and 1998 due to an offset of tenant reimbursements in operating costs, as well
as management and leasing reimbursements. Tenants are billed an estimated amount
for current year common area maintenance which is then reconciled the second
quarter of the following year and the difference billed to the tenant. Total
expenses increased for 1999 over 1998 due to increased depreciation and
management and leasing fees as the building was leased up.
Cash distributions and net income allocated to the Partnership increased in 1999
over prior year levels due to the lease up of the project. The Partnership's
ownership in the Fund IX-X-XI-REIT Joint Venture decreased in 1999 as compared
to 1998 due to additional funding by Wells Fund XI to the Fund IX-X-XI-REIT
Joint Venture in 1999. The ABB Building incurred property taxes of $47,616 for
1999 and $36,771 for 1998. It is currently anticipated that Wells Fund IX will
contribute approximately $89,000 to complete the building.
For comments on the general competitive conditions to which the property may be
subject, see Item 1, Business, page 3. For additional information on tenants,
etc. refer to Item 2, Properties, page 3
-13-
The Lucent Technologies Building/Fund IX-X-XI-REIT Joint Venture
For the Seven Months
Year Ended Ended
December 31, December 31,
1999 1998
------------ -------------
Revenues:
Rental income $583,009 $ 291,508
------------ -------------
Expenses:
Depreciation 183,204 106,871
Management and leasing expenses 21,479 11,281
Other operating expenses, net of reimbursements 15,809 9,883
------------ -------------
220,492 128,035
------------ -------------
Net income $362,517 $ 163,473
============ =============
Occupied percentage 100% 100%
============ =============
Partnership's ownership percentage in the Fund IX-X-XI-REIT Joint Venture 48.3% 49.7%
============ =============
Cash distribution to the Partnership $242,955 $ 177,682
============ =============
Net income allocated to the Partnership $176,267 $ 80,936
============ =============
The Lucent Technologies Building was completed in January 1998 with Lucent
Technologies occupying the entire building. Under the terms of the lease, the
tenant is responsible for all utilities, property taxes, and other operating
expenses.
Since the Lucent Technologies Building was purchased by the IX-X-XI REIT Joint
Venture in June 1998, comparable income and expense figures for the prior year
are available for only seven months.
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.
-14-
The Ohmeda Building/Fund IX-X-XI-REIT Joint Venture
For the Eleven Months
Year Ended Ended
December 31, December 31,
1999 1998
------------- ------------
Revenues:
Rental income $1,027,314 $898,901
------------- ------------
Expenses:
Depreciation 326,304 299,122
Management and leasing expenses 46,911 41,688
Other operating expenses, net of reimbursements (15,183) 2,863
------------- ------------
358,032 343,663
------------- ------------
Net income $ 669,282 $555,238
============= ============
Occupied percentage 100% 100%
============= ============
Partnership's ownership percentage in the Fund IX-X-XI-REIT Joint Venture 48.3% 49.7%
============= ============
Cash distribution to the Partnership $ 472,912 $405,054
============= ============
Net income allocated to the Partnership $ 325,357 $271,294
============= ============
The entire Ohmeda Building is currently under a net lease with Ohmeda, Inc. and
was assigned to the Fund IX-X-XI-REIT Joint Venture at closing. The lease
currently expires in January 2005. The monthly base rental payable under the
lease is $83,709.79 through January 31, 2003; $87,890,83 from February 1, 2003
through January 31, 2004; and $92,249.79 from February 1, 2004 through January
31, 2005. Under the lease, Ohmeda is responsible for all utilities, taxes,
insurance, and other operating costs with respect to the Ohmeda Building In
addition, Ohmeda is required to pay a $21,000 per year management fee for
maintenance and administrative services of the Ohmeda Building.
Since the Ohmeda Building was purchased in February, 1998, comparative income
and expense figures are available for only 11 months of the prior year. Other
operating expenses are negative due to tenant reimbursements reflected in this
category which includes management and leasing expense reimbursement. Tenants
are billed an estimated amount for current year common area maintenance which is
then reconciled the second quarter of the following year and the difference
billed to the tenant. The Ohmeda Building incurred property taxes of $249,707
for 1999 and $143,962 for 1998.
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.
-15-
The 360 Interlocken Building/Fund IX-X-XI-REIT Joint Venture
For the Ten Months
Year Ended Ended
December 31, December 31,
1999 1998
------------- ------------
Revenues:
Rental income $829,827 $665,405
Interest income 0 246
-------- --------
829,827 665,651
-------- --------
Expenses:
Depreciation 286,680 238,299
Management and leasing expenses 73,129 55,130
Other operating expenses, net of reimbursements 42,431 (55,654)
-------- --------
402,240 237,775
-------- --------
Net income $427,587 $427,876
======== ========
Occupied percentage 100% 100%
======== ========
Partnership's ownership percentage in the Fund IX-X-XI-REIT Joint Venture 48.3% 49.7%
======== ========
Cash distribution to the Partnership $344,368 $308,024
======== ========
Net income allocated to the Partnership $207,897 $205,189
======== ========
The 360 Interlocken Building was completed in December 1996. The first floor has
multiple tenants and contains 15,599 rentable square feet; the second floor is
leased to ODS Technologies, L.P. and contains 17,146 rentable square feet; and
the third floor is leased to Transecon, Inc. and contains 19,229 rentable square
feet.
Since the 360 Interlocken Building was purchased in March 1998, comparable
income and expense figures for the prior year are available for only ten months.
Other operating expenses for 1998 are negative due to an offset of tenant
reimbursements in operating costs as well as management and leasing
reimbursements. Tenants are billed an estimated amount for current year common
area maintenance which is then reconciled the second quarter of the following
year and the difference billed to the tenant. The 360 Interlocken Building
incurred property taxes of $244,025 for 1999 and 96,747 for 1998.
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.
-16-
The Iomega Building/Fund IX-X-XI-REIT Joint Venture
For the Nine Months
Year Ended Ended
December 31, December 31,
1999 1998
------------- -------------
Revenues:
Rental income $560,906 $373,420
------------ ------------
Expenses:
Depreciation 204,925 145,975
Management and leasing expenses 24,295 23,058
Other operating expenses, net of reimbursements 9,368 (4,579)
------------ ------------
238,588 164,454
------------ ------------
Net income $322,318 $208,966
============ ============
Occupied percentage 100% 100%
============ ============
Partnership's ownership percentage in the Fund IX-X-XI-REIT Joint Venture 48.3% 49.7%
============ ============
Cash distribution to the Partnership $248,695 $229,459
============ ============
Net income allocated to the Partnership $156,627 $138,871
============ ============
Since the Iomega Building was purchased in April 1998, comparable income and
expense figures for the prior year are available for only nine months. Other
operating expenses for 1998 are negative due to tenant reimbursements reflected
in this category which includes management and leasing expense reimbursement.
Tenants are billed an estimated amount for current year common area maintenance
which is then reconciled the second quarter of the following year and the
difference billed to the tenant. The Iomega Building incurred property taxes of
$73,020 for 1999 and 44,559 for 1998.
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.
-17-
Wells/Fremont Joint Venture (Fairchild)
For the Six Months
Year Ended Ended
December 31, December 31,
1999 1998
------------- -------------
Revenues:
Rental income $902,946 $401,058
Interest income 0 3,896
------------- ------------
902,946 404,954
------------- ------------
Expenses:
Depreciation 285,526 142,720
Management and leasing expenses 37,355 16,726
Interest expense 0 73,919
Other operating expenses, net of reimbursements 20,891 9,670
------------- ------------
343,772 243,035
------------- ------------
Net income $559,174 $161,919
============= ============
Occupied percentage 100% 100%
============= ============
Partnership's ownership percentage 12.8% 12.8%
============= ============
Cash distribution to the Partnership $ 85,984 $ 21,314
============= ============
Net income allocated to the Partnership $ 59,581 $ 19,724
============= ============
The Partnership owns 58% in the Fund X-XI Joint Venture but owns 12.18% in the
Fairchild Building.
On July 21, 1998, the Wells/Fremont Joint Venture acquired a two-story warehouse
and office building containing approximately 58,424 rentable square feet on a
3.05 acre tract of land in Fremont, California (the "Fremont Building") for a
purchase price of $8,900,000 excluding acquisition costs.
The building is 100% occupied by Fairchild Technologies, U.S.A., Inc. with a
lease expiration of November 30, 2004. The monthly base rent payable under the
lease is $68,128 with a 3% increase on each anniversary of the commencement
date. The lease is a triple net lease, whereby the terms require the tenant to
reimburse the landlord for certain operating expenses, as defined in the lease,
related to the building. The tenant is responsible for property taxes.
Since the Fremont Building was purchased in July of 1998, comparable income and
expense figures for the prior year are not available. For further information,
refer to Item 2. Properties.
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.
-18-
Wells/Orange County Joint Venture
For the Five Months
Year Ended Ended
December 31, December 31,
1999 1998
------------- --------------
Revenues:
Rental income $795,545 $331,477
Interest income 0 448
------------ -------------
795,545 331,925
------------ -------------
Expenses:
Depreciation 186,565 92,087
Management and leasing expenses 30,360 12,734
Interest expense 0 29,472
Other operating expenses, net of reimbursements 27,667 6,218
------------ -------------
244,592 140,511
------------ -------------
Net income $550,953 $191,414
============ =============
Occupied percentage 100% 100%
============ =============
Partnership's ownership percentage 32.5% 32.5%
============ =============
Cash distribution to the Partnership $246,038 $ 94,903
============ =============
Net income allocated to the Partnership $193,385 $ 40,656
============ =============
The Partnership owns 58% of the Fund X-XI Joint Venture but owns 32.5% of the
Cort Building.
On July 31, 1998, the Cort Joint Venture acquired a one-story office and
warehouse building containing approximately 52,000 rentable square feel on a
3.65 acre tract of land in Fountain Valley, California (the "Cort Building") for
a purchase price of $6,400,000, excluding acquisition costs.
The Cort building is 100% occupied by one tenant with a 15-year lease term that
commenced on November 1, 1988 and expires on October 31, 2003. The monthly base
rent payable under the lease is $63,247 through April 30, 2001, at which time
the monthly base rent will be increased 10% to $69,574 for the remainder of the
lease term. The lease is a triple net lease, whereby the terms require the
tenant to reimburse the Cort Joint Venture for certain operating expenses, as
defined in the lease, related to the building.
Since the Cort Building was purchased in July 1988, comparable income and
expense figures for the prior year are available for only five months. The
tenant is responsible for property taxes.
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.
Liquidity and Capital Resources
The Partnership commenced active operations on February 4, 1997, when it
received and accepted subscriptions for 125,000 units. The Partnership
terminated its offering on December 30, 1997, the
-19-
Partnership raised $27,128,912 in capital through the sale of 2,712,892 units.
After payment of $1,085,157 in Acquisition and Advisory fees and expenses,
payment of $4,069,338 in selling commissions and organizational and offering
expenses and the investment by the Partnership of $21,716,397 in the Fund IX-
Fund X Joint Venture, as of December 31, 1999, the Partnership was holding net
offering proceeds of approximately $258,020 available for investment in
properties.
The Partnership's net cash (used in) provided by operating activities decreased
to ($99,862) in 1999 as compared to $300,019 for 1998 and $200,668 for 1997. Net
cash provided by investing activities of $2,175, 915 in 1999 is primarily the
result of distributions received from the joint ventures. Net cash used in
investing activities for 1998 and 1997 of $16,726,221 and $5,188,485
respectively is primarily the result of the payment of acquisition and advisory
fees and the investment in joint ventures. Net cash used in financing activities
was $2,067,801 for 1999 and $1,707,768 for 1998 compared to $23,391,449 provided
by financing activities in 1997, which was the result of the issuance of limited
partner units.
The Partnership's distributions to holders of Class A Status Units for the 4th
quarter ended December 31, 1999 have been paid in February 2000 from investment
income. Although there is no assurance, the Partnership anticipates that
distributions will continue to be paid on a quarterly basis from such sources on
a level at least consistent with 1999. No cash distributions were paid to
holders of Class B Status Units in 1999.
The Partnership expects to continue to meet its short-term liquidity
requirements generally through net cash provided by operations which the
Partnership believes will continue to be adequate to meet both operating
requirements and distributions to limited partners. At this time, given the
nature of the joint venture and property in which the Partnership has invested,
there are no known improvements or renovations to the properties expected to be
funded from cash flow from operations.
Since properties are acquired on an all-cash basis, the Partnership has no
permanent long-term liquidity requirements.
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 to protect the Partnership from the impact of
inflation. These leases contain common area maintenance charges (CAM charges),
real estate tax and insurance reimbursements on a per square foot bases, 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.
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.
-20-
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.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
-21-
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, Inc. 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 (including
reimbursement of expenses) paid to the General Partners and their affiliates
during the year ended December 31, 1999.
Cash Compensation Table
(A) (B) (C)
Name of Individual Capacities in Which Served Cash
or Number in Group Form of Compensation Compensation
- -------------------------------------- -------------------------------------- --------------------------------------
Property Manager-Management and
Wells Management Company, Inc. Leasing Fees $132,731(1)
(1) These fees are not paid directly by the Partnership but are paid by
the joint venture entities which owns the ABB Property for which the
property management and leasing services relate and include management
and leasing fees which were accrued for accounting purposes in 1999,
but not actually paid until January, 2000.
-22-
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)
Name of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
- ------------------------ ------------------------ ------------------------------- ------------------------
Class A status units Leo F. Wells, III 110.036 Units (IRA 491(k) Plan Less than 1%
No arrangements exist which would, upon operation, 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 Sales 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 Status Units have received preferential distributions equal to 10% of
their adjusted capital accounts in each fiscal year. The General Partners will
also receive a subordinated participation in net sales proceeds and net
financing proceeds equal to 20% of residual proceeds available for distribution
after Limited Partners holding Class A Status Units have received a return of
their adjusted capital contributions 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 contributions plus a 15% cumulative
return on their adjusted capital contributions; provided, however, that in no
event shall the General Partners receive in the aggregate in excess of 15% of
net sales 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 did not receive any distributions
from net cash flow from operations or net sales proceeds for the year ended
December 31, 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 lessor of (A)(i) 3% of the gross revenues for management
and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a
separate one-time fee for 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.
-23-
Wells Management Company, Inc. accrued $132,731 in cash compensations for the
year ended December 31, 1999.
Real Estate Commissions.
In connections with the sale of Partnership properties, the General Partners or
their affiliates may receive commissions not exceeding the lesser of (A) 50% of
the 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 captial contributions. No real estate commissions were
paid to the General Partners or affiliates for the year ended December 31, 1999.
-24-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) 1. Financial Statements
The Financial Statements are contained on pages F-2 through F-50 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 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 above.
-25-
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 X, L.P.
(Registrant)
By: /s/Leo F. Wells, III
--------------------------------------
Leo F. Wells, III
Individual General Partner and as President
and Chief Financial Officer of Wells Capital,
Inc., the Corporate General Partner
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 Date
- -------------------------- ------------------------ ----------------------
/s/Leo F. Wells, III
- --------------------------
Leo F. Wells, III Individual General Partner, March 27, 2000
President and Sole Director
of Wells Capital, Inc., the
Corporate General Partner
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.
-26-
INDEX TO FINANCIAL STATEMENTS
Financial Statements Page
- --------------------------------------------------------------------------------------------- -------
Independent Auditors' Report F2
Balance Sheets as of December 31, 1999 and 1998 F3
Statements of Income for the Years ended December 31, 1999, 1998, and 1997 F4
Statements of Partners' Capital for the Years Ended December 31, 1999, 1998, and 1997 F5
Statements of Cash Flows for the Years Ended December 31, 1999, 1998, and 1997 F6
Notes to Financial Statements for December 31, 1999, 1998, and 1997 F7
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wells Real Estate Fund X, L.P.:
We have audited the accompanying balance sheets of WELLS REAL ESTATE FUND X,
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 those
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 X, 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 X, L.P.
(A Georgia Public Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
ASSETS
1999 1998
------------- -------------
INVESTMENT IN JOINT VENTURES $21,341,949 $22,127,276
CASH AND CASH EQUIVALENTS 278,514 270,262
DUE FROM AFFILIATES 498,296 579,603
DEFERRED PROJECT COSTS 18,363 18,363
ORGANIZATIONAL COSTS, less accumulated
amortization of $31,250 in 1999 and $12,500 in 1998 0 18,750
PREPAID EXPENSES AND OTHER ASSETS 0 1,851
----------- -----------
Total assets $22,137,122 $23,016,105
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable $ 0 $ 3,500
Partnership distributions payable 518,288 532,000
----------- -----------
Total liabilities 518,288 535,500
----------- -----------
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Limited partners:
Class A--2,166,966 units and 2,125,804 units as of
December 31, 1999 and 1998, respectively 18,553,200 18,227,829
Class B--545,925 units and 587,087 units as of
December 31, 1999 and 1998, respectively 3,065,634 4,252,776
----------- -----------
Total partners' capital 21,618,834 22,480,605
----------- -----------
Total liabilities and partners' capital $22,137,122 $23,016,105
=========== ===========
The accompanying notes are an integral part of these balance sheets.
F-3
WELLS REAL ESTATE FUND X, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
1999 1998 1997
------------ ------------ -----------
REVENUES:
Rental income $ 0 $ 120,000 $ 0
Equity in income of joint ventures 1,309,281 869,555 (10,035)
Interest income 0 215,042 382,542
---------- ---------- --------
1,309,281 1,204,597 372,507
---------- ---------- --------
EXPENSES:
Partnership administration 49,108 56,471 71,554
Depreciation 0 48,984 0
Management and leasing fees 0 5,603 0
Operating costs, net of reimbursements 10,360 2,205 0
Legal and accounting 28,374 26,820 9,135
Amortization of organizational costs 18,750 6,250 6,250
Computer costs 10,371 7,935 7,543
---------- ---------- --------
116,963 154,268 94,482
---------- ---------- --------
NET INCOME $1,192,318 $1,050,329 $278,025
========== ========== ========
NET LOSS ALLOCATED TO GENERAL PARTNERS $ 0 $ (338) $ (162)
========== ========== ========
NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS $2,084,229 $1,779,191 $302,862
========== ========== ========
NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS $ (891,911) $ (728,524) $(24,675)
========== ========== ========
NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER
UNIT $ 0.97 $ 0.85 $ 0.28
========== ========== ========
NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT $ (1.60) $ (1.23) $ (0.09)
========== ========== ========
CASH DISTRIBUTION PER WEIGHTED AVERAGE CLASS A LIMITED
PARTNER UNIT $ 0.95 $ 0.78 $ 0.27
========== ========== ========
The accompanying notes are an integral part of these statements.
F-4
WELLS REAL ESTATE FUND X, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
Limited Partners Total
-------------------------------------------------------------
Class A Class B General Partners'
-------------------------------------- ---------------------
Original Units Amount Units Amount Partners Capital
------------ ---------- ------------ ---------- ---------- ----------- ----------
BALANCE, December 31, 1996 $ 100 0 0 0 $ 0 $ 500 $ 600
Net income (loss) 0 0 302,862 0 (24,675) (162) 278,025
Partnership distributions 0 0 (294,309) 0 0 0 (294,309)
Return of capital (100) 0 0 0 0 0 (100)
Limited partner contributions 0 2,116,099 21,160,987 596,792 5,967,925 0 27,128,912
Sales commissions and discounts 0 0 (2,116,099) 0 (596,792) 0 (2,712,891)
Other offering expenses 0 0 (1,033,674) 0 (291,523) 0 (1,325,197)
----- ---------- ----------- -------- ---------- ----- -----------
BALANCE, December 31, 1997 0 2,116,099 18,019,767 596,792 5,054,935 338 23,075,040
Net income (loss) 0 0 1,779,191 0 (728,524) (338) 1,050,329
Partnership distributions 0 0 (1,644,764) 0 0 0 (1,644,764)
Class B conversions 0 9,705 73,635 (9,705) (73,635) 0 0
----- ---------- ----------- -------- ---------- ----- -----------
BALANCE, December 31, 1998 0 2,125,804 18,227,829 587,087 4,252,776 0 22,480,605
Net income (loss) 0 0 2,084,229 0 (891,911) 0 1,192,318
Partnership distributions 0 0 (2,054,089) 0 0 0 (2,054,089)
Class B conversions 0 41,162 295,231 (41,162) (295,231) 0 0
----- ---------- ----------- -------- ---------- ----- -----------
BALANCE, December 31, 1999 $ 0 2,166,966 $18,553,200 545,925 $3,065,634 $ 0 $21,618,834
===== ========== =========== ======== ========== ===== ===========
The accompanying notes are an integral part of these statements.
F-5
WELLS REAL ESTATE FUND X, 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 $1,192,318 $ 1,050,329 $ 278,025
---------- ------------ --------------
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Equity in income of joint ventures (1,309,281) (869,555) 10,035
Depreciation 0 48,984 0
Amortization of organizational costs 18,750 6,250 6,250
Changes in assets and liabilities:
Organizational costs 0 0 (31,250)
Prepaid expenses and other assets 1,851 60,511 (62,392)
Accounts payable (3,500) 3,500 0
---------- ------------ --------------
Total adjustments (1,292,180) (750,310) (77,357)
---------- ------------ --------------
Net cash (used in) provided by operating activities (99,862) 300,019 200,668
---------- ------------ --------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint ventures 0 (12,506,774) (3,499,999)
Distributions received from joint ventures 2,175,915 886,846 0
Investment in real estate 0 (5,059,623) 0
Deferred project costs paid 0 (46,670) (1,038,486)
Earnest money deposit 0 0 (650,000)
---------- ------------ --------------
Net cash provided by (used in) investing activities 2,175,915 (16,726,221) (5,188,485)
---------- ------------ --------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners from accumulated earnings (2,067,801) (1,407,043) 0
Limited partners' contributions 0 0 27,128,912
Sales commissions and discounts paid 0 (242,387) (2,470,504)
Offering costs paid 0 (58,338) (1,266,859)
Return of capital 0 0 (100)
---------- ------------ --------------
Net cash used in financing activities (2,067,801) (1,707,768) 23,391,449
---------- ------------ --------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 8,252 (18,133,970) 18,403,632
CASH AND CASH EQUIVALENTS, beginning of year 270,262 18,404,232 600
---------- ------------ --------------
CASH AND CASH EQUIVALENTS, end of year $ 278,514 $ 270,262 $ 18,404,232
========== ============ ==============
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Deferred project costs contributed to joint ventures $ 0 $ 893,954 $ 172,839
========== ============ ==============
Contribution of real estate assets to joint venture $ 0 $ 5,010,639 $ 0
========== ============ ==============
Earnest money deposit applied to investment in joint venture $ 0 $ 650,000 $ 0
========== ============ ==============
The accompanying notes are an integral part of these statements.
F-6
WELLS REAL ESTATE FUND X, 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 X, L.P. (the "Partnership") is a public limited
partnership organized on June 20, 1996 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 units. Upon subscription
for units, each limited partner must elect whether to have its units
treated as Class A units or Class B units. Thereafter, limited partners
shall have the right to change their prior election to have some or all of
their units treated as Class A units or Class B units one time during each
quarterly accounting period. 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, (c) remove a general partner, (d) elect a new general
partner, (e) dissolve the Partnership, and (f) approve a sale of assets,
subject to certain limitations. A majority vote on any of the 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 which
have operating histories. The Partnership commenced operations as of
February 4, 1997.
The Partnership owns and interest in several properties through a joint
venture between the Partnership, Wells Real Estate Fund IX, L.P. ("Wells
Fund IX"), Wells Real Estate Fund XI, L.P. ("Wells Fund XI"), and Wells
Operating Partnership, L.P. (the "Operating Partnership"), a Delaware
limited partnership having Wells Real Estate Investment Trust, Inc. ("Wells
REIT"), a Maryland corporation, as its general partner. This joint venture
is referred to as "Fund IX, X, XI, and REIT Joint Venture." In addition,
the Partnership owns two properties through a joint venture between the
Partnership and Wells Fund XI, referred to as "Fund X and XI Associates."
Through its investment in Fund IX, X, XI, and REIT Joint Venture, the
Partnership owns interests in the following properties: (i) a three-story
office building in Knoxville, Tennessee (the "ABB Building"), (ii) a two-
story office building in Louisville, Colorado (the "Ohmeda Building"),
(iii) a three-story office building in Broomfield, Colorado (the "360
Interlocken Building"), (iv) a one-story warehouse facility in Ogden, Utah
(the "Iomega Corporation Building"), and (v) a one-story office building in
Oklahoma City, Oklahoma (the "Lucent Technologies Building").
The following properties are owned by Fund X and XI Associates through
investments in joint ventures with the Operating Partnership: (i) a one-
story office and warehouse building in Fountain Valley,
F-7
California (the "Cort Building") and (ii) a warehouse and office building
in Fremont, California (the "Fairchild Building").
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.
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,
will be distributed 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 net capital contributions, as defined. Then distributions are paid to
the general partners until they have received 10% of the total amount thus
far distributed. Any remaining cash available for distribution is split 90%
to the limited partners holding Class A units and 10% to the general
partners. No such distributions will be made to the limited partners
holding Class B units.
Distribution of Sales Proceeds
Upon sales of properties, the net sales proceeds will be distributed in the
following order:
. To limited partners holding units which at any time have been
treated as Class B units until they receive an amount necessary to
equal the net cash available for distribution received by the
limited partners holding Class A units
. To limited partners on a per unit basis until each limited partner
has received 100% of their net capital contributions, as defined
. To all limited partners on a per unit basis until they receive a
cumulative 10% per annum return on their net capital
contributions, as defined
. To limited partners on a per unit basis until they receive an
amount equal to their preferential limited partner return (defined
as the sum of a 10% per annum cumulative return on net capital
contributions for all periods during which the units were treated
as Class A units and
F-8
a 15% per annum cumulative return on net capital contributions for
all periods during which the units were treated as Class B units)
. To the general partners until they have received 100% of their
capital contributions, as defined
. Then, if limited partners have received any excess limited partner
distributions (defined as distributions to limited partners over
the life of their investment in the Partnership in excess of their
net capital contributions, as defined, plus their preferential
limited partner return), to the general partners until they have
received distributions equal to 20% of the sum of any such excess
limited partner distributions plus distributions made to the
general partners pursuant to this provision
. Thereafter, 80% to the limited partners on a per unit basis 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
proportion 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 holding Class
A units and 1% to the general partners.
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 the qualified income offset
provisions of 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 limited partners holding Class B
units in amounts equal to the 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, the Partnership's investment in the 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 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
F-9
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. Tenant improvements are amortized over
the life of the related lease or the life of the asset, whichever is
shorter.
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 on a quarterly basis.
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 investments purchased with an original maturity of three
months or less to be cash equivalents. Cash equivalents 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 (loss) per unit with respect to the Partnership for the years
ended December 31, 1999 and 1998 is computed based on the weighted average
number of units outstanding during the period.
2. DEFERRED PROJECT COSTS
The Partnership paid a percentage of limited partner contributions to Wells
Capital, Inc. (the "Company"), the general partner of Wells Partners, for
acquisition and advisory services. These payments, as stipulated by the
partnership agreement, can be up to 5% of the limited partner
contributions, subject to certain overall limitations contained in the
partnership agreement. Aggregate fees paid through December 31, 1999 were
$1,085,157 and amounted to 4% of the limited partners' contributions
received. These fees are allocated to specific properties as they are
purchased or developed and are included in capitalized assets of the joint
venture. Deferred project costs at December 31, 1999 and 1998 represent
fees not yet applied to properties.
3. DEFERRED OFFERING COSTS
Organization and offering expenses, to the extent they exceed 5% of the
gross proceeds, were paid by the Company and not by the Partnership.
Organization and offering expenses do not include sales or
F-10
underwriting commissions, but do include such costs as legal and accounting
fees, printing costs, and other offering expenses.
As of December 31, 1998, the Company paid organization and offering
expenses on behalf of the Partnership in the aggregate amount of
$1,614,470, of which the Company was reimbursed $1,356,447, which did not
exceed the 5% limitation. The Company absorbed the remaining $258,023 of
offering and organization expenses which exceeded the 5% limitation.
4. 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 quarter of 1999 and 1998:
1999 1998
-------- --------
Fund IX, X, XI, and REIT Joint Venture $415,764 $497,175
Fund X and XI Associates 82,532 82,428
-------- --------
$498,296 $579,603
======== ========
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 $132,731 and $97,730 for the years
ended December 31, 1999 and 1998, respectively, which were paid to Wells
Management.
The Company 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-11
5. INVESTMENT IN JOINT VENTURES
The Partnership's investment and percentage ownership in joint ventures at
December 31, 1999 and 1998 is summarized as follows:
1999 1998
----------------------- ----------------------
Amount Percent Amount Percent
----------- ------- ----------- -------
Fund IX, X, XI, and REIT Joint Venture $18,000,869 48% $18,707,139 50%
Fund X and XI Associates 3,341,080 58 3,420,137 58
----------- -----------
$21,341,949 $22,127,276
=========== ===========
The following is a rollforward of the Partnership's investment in joint
ventures for the years ended December 31, 1999 and 1998:
1999 1998
----------- ------------
Investment in joint ventures, beginning of year $22,127,276 $ 3,662,803
Equity in income of joint ventures 1,309,281 869,555
Contributions to joint ventures 0 19,061,367
Distributions from joint ventures (2,094,608) (1,466,449)
----------- ------------
Investment in joint ventures, end of year $21,341,949 $ 22,127,276
=========== ============
Fund IX, X, XI, and REIT Joint Venture
On March 20, 1997, the Partnership entered into a joint venture agreement
with Wells Fund IX. The joint venture, Fund IX and X Associates, was formed
to acquire, develop, operate, and sell real properties. On March 20, 1997,
Wells Fund IX contributed a 5.62-acre tract of real property in Knoxville,
Tennessee, and improvements thereon, known as the ABB Building, to the Fund
IX and X Associates joint venture. A 83,885-square-foot, three-story office
building was constructed and commenced operations at the end of 1997.
On February 13, 1998, the joint venture purchased a two-story office
building, known as the Ohmeda Building, in Louisville, Colorado. On March
20, 1998, the joint venture purchased a three-story office building, known
as the 360 Interlocken Building, in Broomfield, Colorado. On April 1, 1998,
the Partnership purchased a one-story warehouse facility, known as the
Iomega Corporation Building, in Ogden, Utah. On June 11, 1998, Fund IX and
X Associates was amended and restated to admit Wells Fund XI and the
Operating Partnership. The joint venture was renamed Fund IX, X, XI, and
REIT Joint Venture. On June 24, 1998, the new joint venture purchased a
one-story office building, know as the Lucent Technologies Building, in
Oklahoma City, Oklahoma. On July 1, 1998, the Partnership contributed the
Iomega Corporation Building to Fund IX, X, XI, and REIT Joint Venture.
F-12
Following are the financial statements for the Fund IX, X, XI, and REIT
Joint Venture:
The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998
Assets
1999 1998
------------ ------------
Real estate assets, at cost:
Land $ 6,698,020 $ 6,454,213
Building and improvements, less accumulated depreciation of
$2,792,068 in 1999 and $1,253,156 in 1998 29,878,541 30,686,845
Construction in progress 0 990
------------ ------------
Total real estate assets 36,576,561 37,142,048
Cash and cash equivalents 1,146,874 1,329,457
Accounts receivable 554,965 133,257
Prepaid expenses and other assets 526,409 441,128
------------ ------------
Total assets $ 38,804,809 $ 39,045,890
============ ============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 704,914 $ 409,737
Due to affiliates 6,379 4,406
Partnership distributions payable 804,734 1,000,127
------------ ------------
Total liabilities 1,516,027 1,414,270
------------ ------------
Partners' capital:
Wells Real Estate Fund IX 14,590,626 14,960,100
Wells Real Estate Fund X 18,000,869 18,707,139
Wells Real Estate Fund XI 3,308,403 2,521,003
Wells Operating Partnership, L.P. 1,388,884 1,443,378
------------ ------------
Total partners' capital 37,288,782 37,631,620
------------ ------------
Total liabilities and partners' capital $ 38,804,809 $ 39,045,890
============ ============
F-13
The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income (Loss)
for the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ---------
Revenues:
Rental income $3,932,962 $2,945,980 $ 28,512
Interest income 120,080 20,438 0
---------- ---------- ---------
4,053,042 2,966,418 28,512
---------- ---------- ---------
Expenses:
Depreciation 1,538,912 1,216,293 36,863
Management and leasing fees 286,139 226,643 1,711
Operating costs, net of reimbursements (43,501) (140,506) 10,118
Property administration expense 63,311 34,821 0
Legal and accounting 35,937 15,351 0
---------- ---------- ---------
1,880,798 1,352,602 48,692
---------- ---------- ---------
Net income (loss) $2,172,244 $1,613,816 $(20,180)
========== ========== =========
Net income (loss) allocated to Wells Real Estate Fund IX $ 850,072 $ 692,116 $(10,145)
========== ========== =========
Net income (loss) allocated to Wells Real Estate Fund X $1,056,316 $ 787,481 $(10,035)
========== ========== =========
Net income allocated to Wells Real Estate Fund XI $ 184,355 $ 85,352 $ 0
========== ========== =========
Net income allocated to Wells Operating Partnership, L.P. $ 81,501 $ 48,867 $ 0
========== ========== =========
The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999, 1998, and 1997
Wells Real Wells Real Wells Real Wells Total
Estate Estate Estate Operating Partners'
Fund IX Fund X Fund XI Partnership, L.P. Capital
----------- ----------- ---------- ---------------- -----------
Balance, December 31, 1996 $ 0 $ 0 $ 0 $ 0 $ 0
Net loss (10,145) (10,035) 0 0 (20,180)
Partnership contributions 3,712,938 3,672,838 0 0 7,385,776
----------- ----------- ---------- ---------------- -----------
Balance, December 31, 1997 3,702,793 3,662,803 0 0 7,365,596
Net income 692,116 787,481 85,352 48,867 1,613,816
Partnership contributions 11,771,312 15,613,477 2,586,262 1,480,741 31,451,792
Partnership distributions (1,206,121) (1,356,622) (150,611) (86,230) (2,799,584)
----------- ----------- ---------- ---------------- -----------
Balance, December 31, 1998 14,960,100 18,707,139 2,521,003 1,443,378 37,631,620
Net income 850,072 1,056,316 184,355 81,501 2,172,244
Partnership contributions 198,989 0 911,027 0 1,110,016
Partnership distributions (1,418,535) (1,762,586) (307,982) (135,995) (3,625,098)
----------- ----------- ---------- ---------------- -----------
Balance, December 31, 1999 $14,590,626 $18,000,869 $3,308,403 $ 1,388,884 $37,288,782
=========== =========== ========== ================ ===========
F-14
The Fund IX, X, XI, and REIT Joint Venture
(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 (loss) $2,172,244 $ 1,613,816 $ (20,180)
---------- ------------ ------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,538,912 1,216,293 36,863
Changes in assets and liabilities:
Accounts receivable (421,708) (92,745) (40,512)
Prepaid expenses and other assets (85,281) (111,818) (329,310)
Accounts payable 295,177 29,967 379,770
Due to affiliates 1,973 1,927 2,479
---------- ------------ ------------
Total adjustments 1,329,073 1,043,624 49,290
---------- ------------ ------------
Net cash provided by operating
activities 3,501,317 2,657,440 29,110
---------- ------------ ------------
Cash flows from investing activities:
Investment in real estate (930,401) (24,788,070) (5,715,847)
---------- ------------ ------------
Cash flows from financing activities:
Distributions to joint venture partners (3,820,491) (1,799,457) 0
Contributions received from partners 1,066,992 24,970,373 5,975,908
---------- ------------ ------------
Net cash (used in) provided by
financing activities (2,753,499) 23,170,916 5,975,908
---------- ------------ ------------
Net (decrease) increase in cash and cash equivalents (182,583) 1,040,286 289,171
Cash and cash equivalents, beginning of year 1,329,457 289,171 0
---------- ------------ ------------
Cash and cash equivalents, end of year $1,146,874 $ 1,329,457 $ 289,171
---------- ------------ ------------
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 43,024 $ 1,470,780 $ 318,981
========== ============ ============
Contribution of real estate assets to joint venture $ 0 $ 5,010,639 $ 1,090,887
========== ============ ============
Fund X and XI Associates
On July 17, 1998, the Partnership and Wells Fund XI entered into a joint venture
agreement. The joint venture, Fund X and XI Associates, was formed to acquire,
develop, operate, and sell real properties. On July 15, 1998, the Operating
Partnership entered into a joint venture agreement with Wells Development
Corporation, referred to as Wells/Fremont Associates. On July 21, 1998,
Wells/Fremont Associates acquired a 58,424-square-foot warehouse and office
building located in Fremont, California, known as the Fairchild Building.
F-15
On October 8, 1998, Fund X and XI Associates acquired Wells Development
Corporation's interest in Wells/Fremont Associates which resulted in Fund X and
XI Associates becoming a joint venture partner with the Operating Partnership in
the ownership of the Fairchild Building.
On July 27, 1998, the Operating Partnership entered into a joint venture
agreement with Wells Development Corporation, referred to as Wells/Orange County
Associates. On July 31, 1998, Wells/Orange County Associates acquired a 52,000-
square-foot warehouse and office building located in Fountain Valley,
California, known as the Cort Building.
Fund X and XI Associates acquired Wells Development Corporation's interest in
Wells/Orange County Associates which resulted in Fund X and XI Associates
becoming a joint venture partner with the Operating Partnership in the ownership
of the Cort Building.
Following are the financial statements for Fund X and XI Associates:
Fund X and XI Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998
Assets
1999 1998
---------- ----------
Investment in joint ventures $5,760,615 $5,896,921
Due from affiliates 142,299 142,120
---------- ----------
Total assets $5,902,914 $6,039,041
========== ==========
Liabilities and Partners' Capital
Liabilities:
Partnership distributions payable $ 142,299 $ 142,120
----------- -----------
Partners' capital:
Wells Real Estate Fund X 3,341,081 3,420,137
Wells Real Estate Fund XI 2,419,534 2,476,784
----------- -----------
Total partners' capital 5,760,615 5,896,921
----------- -----------
Total liabilities and partners' capital $ 5,902,914 $ 6,039,041
=========== ===========
F-16
Fund X and XI Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999 and 1998
1999 1998
-------- --------
Equity in income of joint ventures $436,158 $138,885
Expenses 0 0
-------- --------
Net income $436,158 $138,885
-------- --------
Net income allocated to Wells Real Estate Fund X $252,966 $ 82,074
-------- --------
Net income allocated to Wells Real Estate Fund XI $183,192 $ 56,811
======== ========
Fund X and XI Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999 and 1998
Wells Real Wells Real Total
Estate Estate Partners'
Fund X Fund XI Capital
---------------- -------------- -------------
Balance, December 31, 1997 $ 0 $ 0 $ 0
Net income 82,074 56,811 138,885
Partnership contributions 3,447,890 2,498,716 5,946,606
Partnership distributions (109,827) (78,743) (188,570)
---------- ---------- ----------
Balance, December 31, 1998 3,420,137 2,476,784 5,896,921
Net income 252,966 183,192 436,158
Partnership distributions (332,022) (240,442) (572,464)
---------- ---------- ----------
Balance, December 31, 1999 $3,341,081 $2,419,534 $5,760,615
========== ========== ==========
F-17
Fund X and XI Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999 and 1998
1999 1998
--------- -----------
Cash flows from operating activities:
Net income $ 436,158 $ 138,885
Adjustments to reconcile net income to net cash provided by operating
activities:
Equity in income of joint ventures (436,158) (138,885)
----------- ------------
Net cash provided by operating activities 0 0
----------- ------------
Cash flows from investing activities:
Distributions received from joint ventures 572,285 46,450
Investment in joint ventures 0 (5,695,000)
----------- ------------
Net cash provided by (used in) investing activities 572,285 (5,648,550)
----------- ------------
Cash flows from financing activities:
Contributions received from partners 0 5,695,000
Distributions to joint venture partners (572,285) (46,450)
----------- ------------
Net cash (used in) provided by financing activities (572,285) 5,648,550
----------- ------------
Net increase in cash and cash equivalents 0 0
Cash and cash equivalents, beginning of year 0 0
----------- ------------
Cash and cash equivalents, end of year $ 0 $ 0
=========== ============
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 251,606
=========== ============
Fund X and XI Associates' investment and percentage ownership in joint ventures
at December 31, 1999 and 1998 are summarized as follows:
1999 1998
---------------------------------- -------------------------------
Amount Percent Amount Percent
------------ ----------- ------------ -----------
Wells/Orange County Associates $3,732,262 56% $3,816,766 56%
Wells/Fremont Associates 2,028,353 22 2,080,155 22
----------- ----------
$5,760,615 $5,896,921
=========== ==========
F-18
The following is a rollforward of Fund X and XI Associates' investment in joint
ventures for the years ended December 31, 1999 and 1998:
1999 1998
---------- ----------
Investment in joint venture, beginning of year $5,896,921 $ 0
Equity in income of joint venture 436,158 138,885
Contributions to joint venture 0 5,946,606
Distributions from joint venture (572,464) (188,570)
----------- -----------
Investment in joint venture, end of year $5,760,615 $ 5,896,921
=========== ===========
Following are the financial statements for Wells/Orange County Associates:
Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998
Assets
1999 1998
------ ------
Real estate assets, at cost:
Land $2,187,501 $2,187,501
Building, less accumulated depreciation of $278,652 in 1999 and
$92,087 in 1998 4,385,463 4,572,028
---------- ----------
Total real estate assets 6,572,964 6,759,529
Cash and cash equivalents 176,666 180,895
Accounts receivable 49,679 13,123
---------- ----------
Total assets $6,799,309 $6,953,547
========== ==========
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 0 $ 1,550
Partnership distributions payable 173,935 176,614
---------- ----------
Total liabilities 173,935 178,164
---------- ----------
Partners' capital:
Wells Operating Partnership, L.P. 2,893,112 2,958,617
Fund X and XI Associates 3,732,262 3,816,766
---------- ----------
Total partners' capital 6,625,374 6,775,383
---------- ----------
Total liabilities and partners' capital $6,799,309 $6,953,547
========== ==========
F-19
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999 and 1998
1999 1998
---------- -----------
Revenues:
Rental income $795,545 $331,477
Interest income 0 448
-------- -------
795,545 331,925
-------- -------
Expenses:
Depreciation 186,565 92,087
Management and leasing fees 30,360 12,734
Operating costs, net of reimbursements 22,229 2,288
Interest 0 29,472
Legal and accounting 5,439 3,930
-------- --------
244,593 140,511
-------- --------
Net income $550,952 $191,414
======== ========
Net income allocated to Wells Operating Partnership, l.p. $240,585 $ 91,978
======== ========
Net income allocated to Fund X and XI Associates $310,367 $ 99,436
======== ========
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999 and 1998
Wells
Operating Fund X Total
Partnership, and XI Partners'
L.P. Associates Capital
------------ ---------- ----------
Balance, December 31, 1997 $ 0 $ 0 $ 0
Net income 91,978 99,436 191,414
Partnership contributions 2,991,074 3,863,272 6,854,346
Partnership distributions (124,435) (145,942) (270,377)
------------ ---------- ----------
Balance, December 31, 1998 2,958,617 3,816,766 6,775,383
Net income 240,585 310,367 550,952
Partnership distributions (306,090) (394,871) (700,961)
------------ ---------- ----------
Balance, December 31, 1999 $2,893,112 $3,732,262 $6,625,374
============ ========== ==========
F-20
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999 and 1998
1999 1998
---------- -----------
Cash flows from operating activities:
Net income $ 550,952 $ 191,414
---------- -----------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 186,565 92,087
Changes in assets and liabilities:
Accounts receivable (36,556) (13,123)
Accounts payable (1,550) 1,550
---------- -----------
Total adjustments 148,459 80,514
---------- -----------
Net cash provided by operating activities 699,411 271,928
---------- -----------
Cash flows from investing activities:
Investment in real estate 0 (6,563,700)
---------- -----------
Cash flows from financing activities:
Issuance of note payable 0 4,875,000
Payment of note payable 0 (4,875,000)
Distributions to partners (703,640) (93,763)
Contributions received from partners 0 6,566,430
---------- -----------
Net cash (used in) provided by financing activities (703,640) 6,472,667
---------- -----------
Net (decrease) increase in cash and cash equivalents (4,229) 180,895
Cash and cash equivalents, beginning of year 180,895 0
---------- -----------
Cash and cash equivalents, end of year $ 176,666 $ 180,895
========== ===========
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 287,916
========== ===========
F-21
Following are the financial statements for Wells/Fremont Associates:
Wells/Fremont Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 1999 and 1998
Assets
1999 1998
----------- ----------
Real estate assets, at cost:
Land $2,219,251 $2,219,251
Building, less accumulated depreciation of $428,246 in 1999 and
$142,720 in 1998 6,709,912 6,995,439
----------- ----------
Total real estate assets 8,929,163 9,214,690
Cash and cash equivalents 189,012 192,512
Accounts receivable 92,979 34,742
---------- ----------
Total assets $9,211,154 $9,441,944
========== ==========
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 2,015 $ 3,565
Due to affiliate 5,579 2,052
Partnership distributions payable 186,997 189,490
---------- ----------
Total liabilities 194,591 195,107
---------- ----------
Partners' capital:
Wells Operating Partnership, L.P. 6,988,210 7,166,682
Fund X and XI Associates 2,028,353 2,080,155
---------- ----------
Total partners' capital 9,016,563 9,246,837
---------- ----------
Total liabilities and partners' capital $9,211,154 $9,441,944
========== ==========
F-22
Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 1999 and 1998
1999 1998
--------- --------
Revenues:
Rental income $902,946 $401,058
Interest income 0 3,896
-------- --------
902,946 404,954
-------- --------
Expenses:
Depreciation 285,526 142,720
Management and leasing fees 37,355 16,726
Operating costs, net of reimbursements 16,006 3,364
Interest 0 73,919
Legal and accounting 4,885 6,306
-------- --------
343,772 243,035
-------- --------
Net income $559,174 $161,919
======== ========
Net income allocated to Wells Operating Partnership, L.P. $433,383 $122,470
======== ========
Net income allocated to Fund X and XI Associates $125,791 $ 39,449
======== ========
Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 1999 and 1998
Wells
Operating Fund X Total
Partnership, and XI Partners'
L.P. Associates Capital
------------- ---------- -----------
Balance, December 31, 1997 $ 0 $ 0 $ 0
Net income 122,470 39,449 161,919
Partner contributions 7,274,075 2,083,334 9,357,409
Partnership distributions (229,863) (42,628) (272,491)
---------- ---------- ----------
Balance, December 31, 1998 7,166,682 2,080,155 9,246,837
Net income 433,383 125,791 559,174
Partnership distributions (611,855) (177,593) (789,448)
---------- ---------- ----------
Balance, December 31, 1999 $6,988,210 $2,028,353 $9,016,563
========== ========== ==========
F-23
Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 1999 and 1998
1999 1998
------------ ------------
Cash flows from operating activities:
Net income $ 559,174 $ 161,919
------------- ------------
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation 285,526 142,720
Changes in assets and liabilities:
Accounts receivable (58,237) (34,742)
Accounts payable (1,550) 3,565
Due to affiliate 3,527 2,052
------------- ------------
Total adjustments 229,266 113,595
------------- ------------
Net cash provided by operating activities 788,440 275,514
------------- ------------
Cash flows from investing activities:
Investment in real estate 0 (8,983,111)
------------- ------------
Cash flows from financing activities:
Issuance of note payable 0 5,960,000
Payment of note payable 0 (5,960,000)
Distributions to partners (791,940) (83,001)
Contributions received from partners 0 8,983,110
------------- ------------
Net cash (used in) provided by financing activities (791,940) 8,900,109
------------- ------------
Net (decrease) increase in cash and cash equivalents (3,500) 192,512
Cash and cash equivalents, beginning of year 192,512 0
------------- ------------
Cash and cash equivalents, end of year $ 189,012 $ 192,512
============= ============
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 374,299
============= ============
F-24
6. INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL
The Partnership's income tax basis net income for the year ended December
31, 1999, 1998, and 1997 is calculated as follows:
1999 1998 1997
----------- ---------- --------
Financial statement net income $1,192,318 $1,050,329 $278,025
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes
in excess of amounts for income tax purposes 355,165 303,699 0
Amortization expense for income tax purposes in
excess of amounts for financial reporting purposes (18,897) (18,898) 0
Rental income accrued for financial reporting
purposes in excess of amounts for income tax
purposes (80,234) (59,667) 0
Expenses capitalized for income tax purposes,
deducted for financial reporting purposes 1,419 1,553 104,518
----------- ---------- --------
Income tax basis net income $1,449,771 $1,277,016 $382,543
=========== ========== ========
The Partnership's income tax basis partners' capital at December 31, 1999
and 1998 is computed as follows:
1999 1998 1997
----------- ----------- -----------
Financial statement partners' capital $21,618,834 $22,480,605 $23,075,040
Increase (decrease) in partners' capital resulting
from:
Depreciation expense for financial reporting
purposes in excess of amounts for income
tax purposes 658,864 303,699 0
Accumulated rental income accrued for
financial reporting purposes in excess of
amounts for income tax purposes (139,901) (59,667) 0
Syndication costs 4,038,088 4,038,088 4,038,088
Amortization expense for income tax purposes
in excess of amounts for financial
reporting purposes (37,795) (18,898) 0
Accumulated expenses deducted for financial
reporting purposes, capitalized for income
tax purposes 107,490 106,071 104,518
Partnership's distributions payable 518,288 532,000 294,309
----------- ----------- -----------
Income tax basis partners' capital $26,763,868 $27,381,898 $27,511,955
=========== =========== ===========
F-25
7. RENTAL INCOME
The future minimum rental income due from the Partnership's respective
ownership interest in the joint ventures under noncancelable operating
leases at December 31, 1999 is as follows:
Year ended December 31:
2000 $ 2,133,109
2001 2,118,798
2002 1,929,629
2003 1,916,412
2004 1,589,643
Thereafter 2,503,461
-----------
$12,191,052
===========
Five tenants contributed 20%, 15%, 14%, 11%, and 10% of rental income. In
additional, three tenants will contribute 24%, 19%, and 13% of future
minimum rental income.
The future minimum rental income due Fund IX, X, XI, and REIT Joint Venture
under noncancelable operating leases at December 31, 1999 is as follows:
Year ended December 31:
2000 $ 3,666,570
2001 3,595,686
2002 3,179,827
2003 3,239,080
2004 3,048,152
Thereafter 5,181,003
-----------
$21,910,318
===========
Four tenants contributed 25%, 18%, 13%, and 12% of rental income for the
year ended December 31, 1999. In addition, four tenants will contribute
28%, 22%, 15%, and 10% of future minimum rental income.
The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 1999 is as follows:
Year ended December 31:
2000 $ 758,964
2001 809,580
2002 834,888
2003 695,740
----------
$3,099,172
==========
One tenant contributed 100% of rental income for the year ended December
31, 1999 and will contribute 100% of future minimum rental income.
F-26
The future minimum rental income due Wells/Fremont Associates under
noncancelable operating leases at December 31, 1999 is as follows:
Year ended December 31:
2000 $ 869,492
2001 895,577
2002 922,444
2003 950,118
2004 894,833
----------
$4,532,464
==========
One tenant contributed 100% of rental income for the year ended December 31,
1999 and will contribute 100% of future minimum rental income.
8. 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 $ 347,197 $ 313,173 $ 350,686 $ 298,225
Net income 315,741 275,298 331,061 270,218
Net income allocated to Class A limited
partners 573,656 452,672 557,270 500,631
Net loss allocated to Class B limited partners (257,915) (177,374) (226,209) (230,413)
Net income per weighted average Class A
limited partner unit $ 0.27 $ 0.21 $ 0.26 $ 0.23
Net loss per weighted average Class B limited
partner unit (0.45) (0.32) (0.41) (0.42)
Cash distribution per weighted average
Class A limited partner unit 0.25 0.23 0.24 0.23
1998 Quarters Ended
-----------------------------------------------------------
March 31 June 30 September 30 December 31
----------- ---------- ----------------- -------------
Revenues $ 230,605 $ 343,577 $ 289,113 $ 341,302
Net income 210,978 232,912 275,348 331,091
Net income (loss) allocated to general
partners 0 (338) 0 0
Net income allocated to Class A limited
partners 305,844 401,436 482,729 589,182
Net loss allocated to Class B limited partners (94,866) (168,186) (207,381) (258,091)
Net income per weighted average Class A
limited partner unit $ 0.15 $ 0.19 $ 0.23 $ 0.28
Net loss per weighted average Class B limited
partner unit (0.16) (0.28) (0.35) (0.44)
Cash distribution per weighted average
Class A limited partner unit 0.12 0.20 0.21 0.25
F-27
9. 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-28
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wells Real Estate Fund IX, L.P.,
Wells Real Estate Fund X, L.P.,
Wells Real Estate Fund XI, L.P., and
Wells Real Estate Investment
Trust, Inc.:
We have audited the accompanying balance sheets of the ohmeda building as of
December 31, 1999 and 1998 and the related statements of income, partners'
capital, and cash flows for the year ended December 31, 1999 and for the period
from inception (February 13, 1998) to December 31, 1998. These financial
statements are the responsibility of the building's management. Our
responsibility is to express an opinion on these financial statements 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 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 the Ohmeda Building as of
December 31, 1999 and 1998 and the results of its operations and its cash flows
for the year ended December 31, 1999 and for the period from inception (February
13, 1998) to December 31, 1998 in conformity with accounting principles
generally accepted in the United States.
Atlanta, Georgia
January 20, 2000
F-29
THE OHMEDA BUILDING
BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
Assets
1999 1998
------------ ------------
REAL ESTATE ASSETS:
Land $ 2,746,894 $ 2,746,894
Building and improvements, less accumulated depreciation of
$625,416 in 1999 and $299,112 in 1998 7,532,186 7,858,490
------------ ------------
Total real estate assets 10,279,080 10,605,384
CASH AND CASH EQUIVALENTS 902,987 983,061
Accounts receivable 198,583 13,969
------------ ------------
Total assets $ 11,380,650 $ 11,602,414
============ ============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and accrued expenses $ 249,707 $ 157,691
Distributions payable to partners 815,107 825,380
------------ ------------
Total liabilities 1,064,814 983,071
------------ ------------
COMMITMENTS AND CONTINGENCIES (Note 4)
PARTNERS' CAPITAL:
Wells Real Estate Fund IX, L.P. 3,401,108 3,519,869
Wells Real Estate Fund X, L.P. 6,971,508 7,119,063
Wells Real Estate Fund XI, L.P. (38,262) (12,456)
Wells Real Estate Investment Trust, Inc. (18,518) (7,133)
------------ ------------
Total partners' capital 10,315,836 10,619,343
------------ ------------
Total liabilities and partners' capital $ 11,380,650 $ 11,602,414
============ ============
The accompanying notes are an integral part of these balance sheets.
F-30
THE OHMEDA BUILDING
STATEMENTS OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM INCEPTION
(FEBRUARY 13, 1998) TO DECEMBER 31, 1998
1999 1998
----------- -----------
REVENUES:
Rental income $ 1,027,314 $898,901
----------- -----------
EXPENSES:
Depreciation 326,304 299,112
Operating costs, net of reimbursements (18,633) 663
Management and leasing fees 46,911 41,688
Legal and accounting 3,450 2,200
----------- -----------
358,032 343,663
----------- -----------
NET INCOME $ 669,282 $555,238
=========== ===========
NET INCOME ALLOCATED TO WELLS REAL ESTATE
FUND IX, L.P. $ 261,867 $243,597
=========== ===========
NET INCOME ALLOCATED TO WELLS REAL ESTATE
FUND X, L.P. $ 325,357 $271,294
=========== ===========
NET INCOME ALLOCATED TO WELLS REAL ESTATE
FUND XI, L.P. $ 56,955 $ 25,656
=========== ===========
NET INCOME ALLOCATED TO WELLS REAL ESTATE
INVESTMENT TRUST, INC. $ 25,103 $ 14,691
=========== ===========
The accompanying notes are an integral part of these statements.
F-31
THE OHMEDA BUILDING
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM INCEPTION
(FEBRUARY 13, 1998) TO DECEMBER 31, 1998
Wells Real Wells Real Wells Real Wells Real Wells Real
Estate Estate Estate Estate Estate
Fund IX, L.P. Fund IX, L.P. Fund IX, L.P. Fund IX, L.P. Fund IX, L.P.
--------------- --------------- --------------- --------------- ---------------
BALANCE, DECEMBER 31, 1997 $ 0 $ 0 $ 0 $ 0 $ 0
Contributions 3,636,662 7,252,823 0 0 10,889,485
Net income 243,597 271,294 25,656 14,691 555,238
Distributions (360,390) (405,054) (38,112) (21,824) (825,380)
--------------- --------------- --------------- --------------- ---------------
BALANCE, DECEMBER 31, 1998 3,519,869 7,119,063 (12,456) (7,133) 10,619,343
Net income 261,867 325,357 56,955 25,103 669,282
Distributions (380,628) (472,912) (82,761) (36,488) (972,789)
--------------- --------------- --------------- --------------- ---------------
BALANCE, DECEMBER 31, 1999 $3,401,108 $6,971,508 $ (38,262) $ (18,518) $10,315,836
=============== =============== =============== =============== ===============
The accompanying notes are an integral part of these statements.
F-32
THE OHMEDA BUILDING
STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE PERIOD FROM INCEPTION
(FEBRUARY 13, 1998) TO DECEMBER 31, 1998
1999 1998
----------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $669,282 $ 555,238
----------- -------------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 326,304 299,112
Changes in assets and liabilities:
Accounts receivable (184,614) (13,969)
Accounts payable and accrued expenses 92,016 157,691
----------- -------------
Total adjustments 233,706 442,834
----------- -------------
Net cash provided by operating activities 902,988 998,072
----------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate 0 (10,904,496)
----------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions received from partners 0 10,889,485
Distributions paid to partners (983,062) 0
----------- -------------
Net cash (used in) provided by financing activities (983,062) 10,889,485
----------- -------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (80,074) 983,061
CASH AND CASH EQUIVALENTS, beginning of period 983,061 0
----------- -------------
CASH AND CASH EQUIVALENTS, end of period $902,987 $ 983,061
----------- -------------
The accompanying notes are an integral part of this statement.
F-33
THE OHMEDA BUILDING
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business
The Ohmeda Building ("Ohmeda") is a two-story office building located in
Louisville, Colorado. The building is owned by Fund IX, X, XI, and REIT
Associates, a joint venture between Wells Real Estate Fund IX, L.P. ("Fund
IX"), Wells Real Estate Fund X, L.P. ("Fund X"), Wells Real Estate Fund XI,
L.P. ("Fund XI"), and Wells Real Estate Investment Trust, Inc. ("REIT"). As
of December 31, 1999, Fund IX, Fund X, Fund XI, and REIT owned 39%, 48%, 9%,
and 4% of Ohmeda, respectively. Allocation of net income and distributions
are made in accordance with ownership percentages.
Use of Estimates
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.
Income Taxes
Ohmeda is not deemed to be a taxable entity for federal income tax purposes.
Real Estate Assets
Real estate assets are stated at cost, less accumulated depreciation. Major
improvements and betterments are capitalized when they extend the useful
life of the related asset. All 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 Ohmeda as of December 31, 1999.
Depreciation is calculated using the straight-line method over 25 years.
F-34
Revenue Recognition
The lease on Ohmeda is classified as an operating lease, and the related
rental income is recognized on a straight-line basis over the term of the
lease.
Cash and Cash Equivalents
For the purpose of the statements of cash flow, Ohmeda considers all highly
liquid investments purchased with an original maturity of three months or
less to be cash equivalents. Cash equivalents include cash and short-term
investments. Short-term investments are stated at cost, which approximates
fair value, and consist of investments in money market.
2. RENTAL INCOME
The future minimum rental income due Ohmeda under noncancelable operating
leases at December 31, 1999 is as follows:
Year ending December 31:
2000 $1,004,517
2001 1,004,517
2002 1,004,517
2003 1,050,509
2004 1,102,639
Thereafter 92,250
----------
$5,258,949
==========
One tenant contributed 100% of rental income for the year ended December
31, 1999 and represents 100% of the future minimum rental income above.
3. RELATED-PARTY TRANSACTIONS
Fund IX, Fund X, Fund XI, and REIT Associates entered into a property
management agreement with Wells Management Company, Inc. ("Wells
Management"), an affiliate of Fund IX, Fund X, Fund XI, and REIT
Associates. In consideration for supervising management of the property,
Fund IX, Fund X, Fund XI, and REIT Associates 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.
Ohmeda incurred management and leasing fees of $46,911 and $41,688 for the
years ended December 31, 1999 and 1998, respectively, which were paid to
Wells Management.
F-35
4. COMMITMENTS AND CONTINGENCIES
Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against Ohmeda or its partners. In the
normal course of business, Ohmeda or its partners may become subject to
such litigation or claims.
F-36
WELLS REAL ESTATE FUND X, L.P.
(A Georgia Public Limited Partnership)
SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
Initial Cost Gross Amount at Which
-------------------------- Costs of ----------------------------
Buildings and Capitalized Buildings and
Description OWNERSHIP Encumbrances Land Improvements Improvements Land Improvements
- ------------------------ --------- ------------ --------- -------------- -------------- --------- ---------------
ABB PROPERTY (a) 48% None $ 582,897 $ 744,164 $6,616,885 $ 607,930 $ 7,336,016
LUCENT TECHNOLOGIES (b) 48 None 1,002,723 4,386,374 242,241 1,051,138 4,580,200
360 INTERLOCK (c) 48 None 1,570,000 6,733,500 437,266 1,650,070 7,090,696
IOMEGA PROPERTY (d) 48 None 597,000 4,674,624 876,459 641,988 5,506,095
OHMEDA PROPERTY (e) 48 None 2,613,600 7,762,481 528,415 2,746,894 8,157,602
FAIRCHILD PROPERTY (f) 11 None 2,130,480 6,852,630 374,300 2,219,251 7,138,159
ORANGE COUNTY PROPERTY (g) 35 None 2,100,000 4,463,700 287,916 2,187,501 4,664,115
----------- ----------- ---------- ----------- -----------
Total $10,596,700 $35,617,473 $9,363,482 $11,104,772 $44,472,883
=========== =========== ========== =========== ===========
Carried at December 31, 1999
---------------------------- Life on Which
Construction Accumulated Date of Date Depreciation
Description in Progress Total Depreciation Construction Acquired Is Computed (h)
- --------------------- ------------ ------------ ------------ ------------ --------- ----------------
ABB PROPERTY (a) $0 $ 7,943,946 $1,049,682 1997 12/10/96 20 to 25 years
LUCENT TECHNOLOGIES (b) 0 5,631,338 290,075 1998 06/24/98 20 to 25 years
360 INTERLOCK (c) 0 8,740,766 524,979 1996 03/20/98 20 to 25 years
IOMEGA PROPERTY (d) 0 6,148,083 301,916 1998 07/01/98 20 to 25 years
OHMEDA PROPERTY (e) 0 10,904,496 625,416 1998 02/13/98 20 to 25 years
FAIRCHILD PROPERTY (f) 0 9,357,410 428,246 1998 07/21/98 20 to 25 years
ORANGE COUNTY PROPERTY (g) 0 6,851,616 278,652 1998 07/31/98 20 to 25 years
------------ ------------ ------------
Total $0 $ 55,577,655 $3,498,966
============ ============ ============
(a) The ABB Property consists of a three-story office building
located in Knoxville, Tennessee. It is owned by Fund
IX-X-XI-REIT Joint Venture.
(b) The Lucent Technologies property consists of a one-story
office building located in Oklahoma City, Oklahoma. It is
owned by Fund IX-X-XI-REIT Joint Venture.
(c) The 360 Interlocken property consists of a three-story
multi- tenant office building located in Broomfield,
Colorado. It is owned by Fund IX-X-XI-REIT Joint Venture.
(d) The Iomega Property consists of a one-story warehouse and
office building located in Ogden, Utah. It is owned by Fund
IX-X-XI-REIT Joint Venture.
(e) Ohmeda Property consists of a two-story office building
located in Louisville, Colorado. It is owned by Fund
IX-X-XI- REIT Joint Venture.
(f) Fairchild Property consists of a two-story warehouse and
office building located in Fremont, California. It is owned
by Wells/Freemont Associates.
(g) The Orange County Property consists of a one-story warehouse
and office building located in Fountain Valley, California.
It is owned by Wells/Orange County Associates.
(h) Depreciation lives used for buildings are 25 years.
Depreciation lives used for land improvements are 20 years.
S-1
WELLS REAL ESTATE FUND X, L.P.
(A Georgia Public Limited Partnership)
SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1999
Cost Accumulated
Depreciation
------------- -------------
BALANCE AT DECEMBER 31, 1996 $ 0 $ 0
1997 additions 7,125,715 36,863
------------ -----------
BALANCE AT DECEMBER 31, 1997 7,125,715 36,863
1998 additions 47,478,516 1,451,050
------------ -----------
BALANCE AT DECEMBER 31, 1998 54,604,231 1,487,913
1999 additions 973,434 2,011,053
------------ -----------
BALANCE AT DECEMBER 31, 1999 $55,577,655 $3,498,966
============ ===========
S-2
EXHIBIT INDEX
-------------
(Wells Real Estate Fund X, 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
Number Description of Document
*3(a) Amended and Restated Agreement of Limited Partnership of Wells Real
Estate Fund X, L.P. (Exhibit 3(a) to Form S-11 Registration Statement
of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P.,
as amended to date, Commission File No. 333-7979)
*3(b) Certificate of Limited Partnership of Wells Real Estate Fund X, L.P.
(Exhibit 3(b) to Form S-11 Registration Statement of Wells Real Estate
Fund X, L.P. and Wells Real Estate Fund XI, L.P., as amended to date,
Commission File No. 333-7979)
*10(a) Leasing and Tenant Coordinating Agreement between Wells Real Estate
Fund X, L.P. and Wells Management Company, Inc. (Exhibit 10(d) to Form
S-11 Registration Statement of Wells Real Estate Fund X, L.P. and
Wells Real Estate Fund XI, L.P., as amended to date, Commission File
No. 333-7979)
*10(b) Management Agreement between Wells Real Estate Fund X, L.P. and Wells
Management Company, Inc. (Exhibit 10(e) to Form S-11 Registration
Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund
XI, L.P., as amended to date, Commission File No. 333-7979)
*10(c) Custodial Agency Agreement between Wells Real Estate Fund X, L.P. and
The Bank of New York (Exhibit 10(f) to Form S-11 Registration
Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund
XI, L.P., as amended to date, Commission File No. 333-7979)
*10(d) Joint Venture Agreement of Fund IX and Fund X Associates dated March
20, 1997 (Exhibit 10(g) to Post-Effective Amendment No. 1 to Form S-11
Registration Statement of Wells Real Estate Fund X,
L.P. and Wells Real Estate Fund XI, L.P., as amended to date,
Commission File No. 333-7979)
*10(e) Lease Agreement for the ABB Building dated December 10, 1996, between
Wells Real Estate Fund IX, L.P. and ABB Flakt, Inc. (Exhibit 10(kk) to
Post-Effective Amendment No. 13 to Form S-11 Registration Statement of
Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P.,
as amended to date, Commission File No. 33-83852)
*10(f) Development Agreement relating to the ABB Building dated December 10,
1996, between Wells Real Estate Fund IX, L.P. and ADEVCO Corporation
(Exhibit 10(ll) to Post-Effective Amendment No. 13 to Form S-11
Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells
Real Estate Fund IX, L.P., as amended to date, Commission File No. 33-
83852)
*10(g) Owner-Contractor Agreement relating to the ABB Building dated November
1, 1996, between Wells Real Estate Fund IX, L.P. and Integra
Construction, Inc. (Exhibit 10(mm) to Post-Effective Amendment No. 13
to Form S-11 Registration Statement of Wells Real Estate Fund VIII,
L.P. and Wells Real Estate Fund IX, L.P., as amended to date,
Commission File No. 33-83852)
*10(h) Agreement for the Purchase and Sale of Real Property relating to the
Lucent Technologies Building dated May 30, 1997, between Fund IX and
Fund X Associates and Wells Development Corporation (Exhibit 10(k) to
Post-Effective Amendment No. 2 to Form S-11 Registration Statement of
Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., as
amended to date, Commission File No. 333-7979)
*10(i) Net Lease Agreement for the Lucent Technologies Building dated May 30,
1997 (Exhibit 10(l) to Post-Effective Amendment No. 2 to Form S-11
Registration Statement of Wells Real Estate Fund X, L.P. and Wells
Real Estate Fund XI, L.P., as amended to date, Commission File
No. 333-7979)
*10(j) Development Agreement relating to the Lucent Technologies Building
dated May 30, 1997, between Wells Development Corporation and ADEVCO
Corporation (Exhibit 10(m) to Post-Effective Amendment No. 2 to
Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and
Wells Real Estate Fund XI, L.P., as amended to date, Commission File
No. 333-7979)
*10(k) First Amendment to Net Lease Agreement for the Lucent Technologies
Building dated March 30, 1998 (Exhibit 10.10(a) to
Form S-11 Registration Statement of Wells Real Estate Investment
Trust, Inc., as amended to date, Commission File No. 333-32099)
*10(l) Amended and Restated Joint Venture Agreement of The Fund IX, Fund X,
Fund XI and REIT Joint Venture (the "IX-X-XI-REIT Joint Venture")
dated July 11, 1998 (Exhibit 10.4 to Form S-11 Registration Statement
of Wells Real Estate Investment Trust, Inc., as amended to date,
Commission File No. 333-32099)
*10(m) Agreement for the Purchase and Sale of Real Property relating to the
Ohmeda Building dated November 14, 1997 between Lincor Centennial,
Ltd. and Wells Real Estate Fund X, L.P. (Exhibit 10.6 to Form S-11
Registration Statement of Wells Real Estate Investment Trust, Inc., as
amended to date, Commission File No. 333-32099)
*10(n) Agreement for the Purchase and Sale of Property relating to the 360
Interlocken Building dated February 11, 1998 between Orix Prime West
Broomfield Venture and Wells Development Corporation (Exhibit 10.7 to
Form S-11 Registration Statement of Wells Real Estate Investment
Trust, Inc., as amended to date, Commission File No. 333-32099)
*10(o) Purchase and Sale Agreement relating to the Iomega Building dated
February 4, 1998 with SCI Development Services Incorporated (Exhibit
10.11 to Form S-11 Registration Statement of Wells Real Estate
Investment Trust, Inc., as amended to date, Commission File No. 333-
32099)
*10(p) Lease Agreement for the Iomega Building dated April 9, 1996 (Exhibit
10.12 to Form S-11 Registration Statement of Wells Real Estate
Investment Trust, Inc., as amended to date, Commission File No. 333-
32099)
*10(q) Agreement for the Purchase and Sale of Property relating to the
Fairchild Building dated June 8, 1998 (Exhibit 10.13 to Form S-11
Registration Statement of Wells Real Estate Investment Trust, Inc., as
amended to date, Commission File No. 333-32099)
*10(r) Restatement of and First Amendment to Agreement for the Purchase and
Sale of Property relating to the Fairchild Building dated July 1, 1998
(Exhibit 10.14 to Form S-11 Registration Statement of Wells Real
Estate Investment Trust, Inc., as amended to date, Commission File No.
333-32099)
*10(s) Joint Venture Agreement of Wells/Fremont Associates (the "Fremont
Joint Venture") dated July 15, 1998 between Wells
Development Corporation and Wells Operating Partnership, L.P. (Exhibit
10.17 to Form S-11 Registration Statement of Wells Real Estate
Investment Trust, Inc., as amended to date, Commission File No. 333-
32099)
*10(t) Joint Venture Agreement of Fund X and Fund XI Associates dated July
15, 1998 (Exhibit 10.18 to Form S-11 Registration Statement of Wells
Real Estate Investment Trust, Inc., as amended to date, Commission
File No. 333-32099)
*10(u) Agreement for the Purchase and Sale of Joint Venture Interest relating
to the Fremont Joint Venture dated July 17, 1998 between Wells
Development Corporation and Fund X and Fund XI Associates (Exhibit
10.19 to Form S-11 Registration Statement of Wells Real Estate
Investment Trust, Inc., as amended to date, Commission File No. 333-
32099)
*10(v) Lease Agreement for the Fairchild Building dated September 19, 1997
between the Fremont Joint Venture (as successor in interest by
assignment) and Fairchild Technologies USA, Inc. (Exhibit 10.20 to
Form S-11 Registration Statement of Wells Real Estate Investment
Trust, Inc., as amended to date, Commission File No. 333-32099)
*10(w) First Amendment to Joint Venture Agreement of Wells/Fremont Associates
dated October 8, 1998 (Exhibit 10(w) to Form 10-K of Wells Real Estate
Fund X, L.P. for the fiscal year ended December 31, 1998, Commission
File No. 0-23719)
*10(x) Purchase and Sale Agreement and Joint Escrow Instructions relating to
the Cort Furniture Building dated June 12, 1998 between the Cort Joint
Venture (as successor in interest by assignment) and Spencer Fountain
Valley Holdings, Inc. (Exhibit 10.21 to Form S-11 Registration
Statement of Wells Real Estate Investment Trust, Inc., as amended to
date, Commission File No. 333-32099)
*10(y) First Amendment to Purchase and Sale Agreement and Joint Escrow
Instructions relating to the Cort Furniture Building dated July 16,
1998 between the Cort Joint Venture (as successor in interest by
assignment) and Spencer Fountain Valley Holdings, Inc. (Exhibit 10.22
to Form S-11 Registration Statement of Wells Real Estate Investment
Trust, Inc., as amended to date, Commission File No. 333-32099)
*10(z) Joint Venture Agreement of Wells/Orange County Associates (the "Cort
Joint Venture") dated July 27, 1998 between Wells
Development Corporation and Wells Operating Partnership, L.P. (Exhibit
10.25 to Form S-11 Registration Statement of Wells Real Estate
Investment Trust, Inc., as amended to date, Commission File No. 333-
32099)
*10(aa) Agreement for the Purchase and Sale of Joint Venture Interest relating
to the Cort Joint Venture dated July 30, 1998 between Wells
Development Corporation and Fund X and Fund XI Associates (Exhibit
10.26 to Form S-11 Registration Statement of Wells Real Estate
Investment Trust, Inc., as amended to date, Commission File No. 333-
32099)
*10(bb) First Amendment to Joint Venture Agreement of Wells/Orange County
Associates dated September 1, 1998 (Exhibit 10(dd) to Form 10-K of
Wells Real Estate Fund X, L.P. for the fiscal year ended December 31,
1998, Commission File No. 0-23719)
*10(cc) Temporary Lease Agreement for remainder of the ABB Building dated
September 10, 1998 between the IX-X-XI-REIT Joint Venture and
Associates Housing Finance, LLC (Exhibit 10.35 to Form S-11
Registration Statement of Wells Real Estate Investment Trust, Inc., as
amended to date, Commission File No. 333-32099)