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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [Fee Required]
For the fiscal year ended December 31, 2000 or
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[_] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 [No Fee Required]
For the transition period from to ____________________ to ____________________
Commission file number 0-23719
WELLS REAL ESTATE FUND X, L.P.
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(Exact name of registrant as specified in its charter)
Georgia 58-2250093
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
6200 The Corners Parkway, Norcross, Georgia 30092
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
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Securities registered pursuant to Section 12 (b)
of the Act:
Title of each class Name of exchange on which registered
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NONE NONE
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Securities registered pursuant to Section 12 (g) of the Act:
CLASS A UNITS
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(Title of Class)
CLASS B UNITS
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No __
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Aggregate market value of the voting stock held by nonaffiliates: Not Applicable
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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 acquisition expenses, payment of $4,069,338 in selling
commissions and organization and offering expenses, and an aggregate investment
of $21,797,417 in the Fund X-XI Joint Venture and the Fund IX-X-XI-REIT Joint
Venture as of December 31, 2000, the Partnership was holding net offering
proceeds of $177,000 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, 2000, 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, 2000, 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 "Alstom Power-Knoxville
Building"), formerly 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 "Avaya Building"), formerly 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, 2000, 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
- -------------- ------------ ------------ ----------------- ------------------ --------------- ---------------
2001 0 0 $ 0 $ 0 0.0% 0.0%
2002 5 33,610 174,909 84,539 6.5 6.6
2003(2) 2 69,146 1,003,330 361,372 13.4 28.1
2004(3) 1 58,424 902,946 316,934 11.3 24.7
2005(4) 1 106,750 83,710 40,460 20.6 3.2
2007(5) 1 84,404 1,060,026 372,069 16.3 28.9
2008(6) 1 57,186 44,748 21,128 11.1 1.7
2009(7) 1 108,250 179,986 86,993 20.8 6.8
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12 517,770 $3,449,655 $1,283,995 100.0% 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 Alstom Power-Knoxville lease, Knoxville,
Tennessee.
(6) Expiration of Avaya 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 Alstom Power Building, formerly 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 Avaya Building, formerly 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, 2000, the Partnership had contributed $18,501,185
and held an approximate 48.3% equity interest in the Fund IX-X-XI-REIT
Joint Venture. As of December 31, 2000, Wells Fund IX had an
approximate 39.1% equity interest, Wells Fund XI had an approximate
8.8% equity interest, and Wells OP held an approximate 3.7% equity
interest in the Fund IX-X-XI-REIT Joint Venture.
-4-
The Alstom Power-Knoxville Building
On March 20, 1997, the Fund IX-X Joint Venture began construction on a
three-story office building containing approximately 84,404 rentable
square feet (the "Alstom Power Building") on a 5.62 acre tract of real
property in Knoxville, Knox County, Tennessee. The land purchase and
construction costs, totaling approximately $8,137,994 were funded by
capital contributions of $3,916,021 by the Partnership, and $4,221,973
by Wells Fund IX.
Alstom Power, Inc., successor in interest to ABB Environmental Systems,
a subsidiary of ABB, Inc., occupied 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. Alstom Power 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, Alstom Power 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 increased
their rentable floor area from 57,831 square feet to 81,823 square
feet. On May 19, 2000, Alstom Power, Inc. executed the third amendment
to the lease agreement for the remaining 2,581 square feet of rentable
floor area on the second floor of the building. Accordingly, Alstom
Power now occupies 100% of the building, and will pay lease rent at the
same terms and conditions of their original lease.
The average effective annual rental per square foot at the Alstom Power
Building was $14.05 for 2000, $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 100% for 2000, 98% for 1999, and 95% for 1998.
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, 2000, the Partnership had contributed
$6,900,878 and 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.
-5-
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 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 2000, 1999, and 1998, the first year of
occupancy. The occupancy rate at year end was 100% for 2000, 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 $1,674,271 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 $16.23 for 2000, $15.97 for 1999 and 1998, the
first year of occupancy. The occupancy rate at year end was 100% for
2000, 1999, and 1998.
-6-
Avaya Building (formerly 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 "Avaya 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.
Avaya has occupied the entire Avaya Building. The initial term of the
lease is ten years commencing January 5, 1998. Avaya 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, Avaya 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 Avaya
Building was $10.19 for 2000, 1999, and 1998, the first year of
occupancy. The occupancy rate at year end was 100% for 2000, 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.
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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 2000 and 1999, and $4.60 for 1998, the first
year of occupancy. The occupancy rate at year end was 100% for 2000,
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 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,
2000 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, Wells Fund XI contributed $1,000,000, and Wells
OP contributed $6,900,000 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, 2000, 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.
-8-
The average effective annual rental per square foot at the Fairchild
Building was $15.46 for 2000, 1999, and 1998 the first year of
occupancy. The occupancy rate at year end was 100% for 2000, 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.
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, 2000, 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 2000, 1999, and 1998, the first year of
occupancy. The occupancy rate at year end was 100% for 2000, 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 2000.
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 2000.
-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. As of February 28, 2001,
the Partnership had 2,255,001 outstanding Class A Units held by a total of 1,623
Limited Partners and 457,890 outstanding Class B Units held by a total of 187
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.
The General Partners have estimated the investment value of properties held by
the Partnership as of December 31, 2000 to be $9.79 per A unit and $12.57 per B
unit based on market conditions existing in early December 2000. The methodology
used for this valuation was to estimate the amount a holder of Partnership Units
would receive if the Partnership's properties were all sold in the ordinary
course of business as of December 31, 2000, and the proceeds from such sales
(without reduction for selling expenses), together with Partnership funds held
as of such date, were distributed in a liquidation of the Partnership. This
value was confirmed as reasonable by an independent MAI appraiser, David L. Beal
Company, although no actual MAI appraisal was performed due to the inordinate
expense involved with such an undertaking. The valuation does not include any
fractional interest valuation.
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, 2000.
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 1999
and 2000 were as follows:
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Per Class A Status Unit
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Distribution for Total Cash Investment Return of General
Quarter Ended Distributed Income Capital Partner
--------------------- ----------------- ---------------- --------------- -------------
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
March 31, 2000 516,153 0.24 0.00 0.00
June 30, 2000 533,009 0.24 0.00 0.00
September 30, 2000 535,810 0.24 0.00 0.00
December 31, 2000 559,875 0.26 0.00 0.00
The fourth quarter distribution was accrued for accounting purposes in 2000, and
was not actually paid to Limited Partners until February 2001. Although there is
no assurance, the General Partners anticipate that cash distributions to Limited
Partners holding Class A Status Units will continue in 2001 at a level at least
comparable with 2000 cash distributions on an annual basis.
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, 2000, 1999, 1998, and 1997:
2000 1999 1998 1987
--------------- --------------- --------------- ---------------
Total assets $21,523,616 $22,137,122 $23,016,105 $23,716,744
Total revenues 1,557,518 1,309,281 1,204,597 372,507
Net income 0 1,192,318 1,050,329 278,025
Net loss allocated to General Partners 1,476,180 0 (338) (162)
Net income allocated to Class A Limited
Partners 2,292,724 2,084,229 1,779,191 302,862
Net loss allocated to Class B Limited
Partners (816,544) (891,911) (728,524) (24,675)
Net income per weighted average (1) Class A
Limited Partner unit $ 1.04 $ 0.97 $ 0.85 $ 0.28
Net loss per weighted average (1) Class B
Limited Partner unit (1.59) (1.60) (1.23) (0.09)
Cash distribution per weighted average (1)
Class A Limited Partner unit investment
income 0.98 0.95 0.78 0.27
Return of capital 0.00 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 were being
purchased or converted by Limited Partners in the Partnership.
-11-
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 $18,501,184 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, 2000, the Partnership was holding net offering proceeds of $177,000
available for investment in properties.
Gross revenues of the Partnership were $1,557,518, $1,309,281, and $1,204,597
for the twelve months ended December 31, 2000, 1999, and 1998, respectively, and
were attributable primarily to increased income from joint ventures as a result
of increased revenues at Alstom Power due to increased occupancy and decreased
expenses.
Expenses of the Partnership were $81,338, $116,963, and $154,268 for the twelve
months ended December 31, 2000, 1999, and 1998, respectively, and consisted
primarily of legal, accounting, deprecation and partnership administrative
costs. Expenses decreased in 2000, as compared to 1999, because of the total
write off of amortization and organizational costs which were previously
capitalized in 1999 in accordance with accounting pronouncements ("SOP") 98-5,
"Reporting on the Costs of Start-Up Activities." Net income of the Partnership
was $1,476,180 for the twelve months ended December 31, 2000, $1,192,318 for the
twelve months ended December 31, 1999, and $1,050,329 for the twelve months
ended December 31, 1998. The Partnership made cash distributions of investment
income to Limited Partners holding Class A Status Units of $0.98 for Class A
Status Unit for the year ended December 31, 2000, $0.95 per Class A Status Unit
for the year ended December 31, 1999, and $0.78 per Class A Status Unit for the
year ended December 31, 1998. The General Partners anticipate distributions per
unit to Limited Partners holding Class A Status Units will continue in 2001 at a
level at least comparable with 2000 cash distributions on an annual basis.
Distributions accrued for the fourth quarter of 2000 to the Limited Partners
holding Class A Status Units were paid in February 2001. No cash distributions
were made to Limited Partners holding Class B Status Units.
-12-
Property Operations
As of December 31, 2000, the Partnership owned an interest in the following
operational properties:
The Alstom Power-Knoxville Building (Formerly the ABB Building)/
Fund IX-X-XI-REIT Joint Venture
For the Year Ended December 31
-------------------------------------------------
2000 1999 1998
-------------- --------------- ------------
Revenues:
Rental income $1,185,573 $ 987,327 $836,746
Interest income 73,676 58,768 20,192
-------------- --------------- ------------
1,259,249 1,046,095 856,938
-------------- --------------- ------------
Expenses:
Depreciation 394,998 537,799 475,020
Management and leasing expenses 149,378 120,325 107,338
Operating costs, net of reimbursements (77,526) (2,532) (40,641)
-------------- --------------- ------------
466,850 655,592 541,717
-------------- --------------- ------------
Net income $ 792,399 $ 390,503 $315,221
============== =============== ============
Occupied percentage 100% 98% 95%
============== =============== ============
Partnership ownership percentage 48.33% 48.30% 49.70%
============== =============== ============
Cash distribution to the Partnership $ 571,595 $ 453,176 $348,585
============== =============== ============
Net income allocated to the Partnership $ 382,545 $ 190,167 $154,394
============== =============== ============
Rental income increased in 2000, over 1999 and 1998, due primarily to the
increased occupancy level of the property. Other operating expenses were
negative for 2000, 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 following year and the difference billed to the tenant.
Total expenses decreased in 2000 due to a decrease in depreciation expense but
increased for 1999 over 1998 due to increased depreciation and management and
leasing fees as the building was leased up. The decrease in depreciation
resulted from an accelerated depreciation on tenant improvement for a short-term
lease in 1999 for 23,092 square feet.
Cash distributions and net income allocated to the Partnership increased in 2000
over prior year levels due to a combination of increased rental income and
decreased operating expenses. The Alstom Power-Knoxville Building incurred
property taxes of $63,198 for 2000, $47,616 for 1999, and $36,771 for 1998.
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 Avaya Building (Formerly Lucent Technologies)/
Fund IX-X-XI-REIT Joint Venture
For the Year Ended
------------------------------- Seven Months
December 31 Ended
------------------------------- December 31,
2000 1999 1998
--------------- -------------- -----------------
Revenues:
Rental income $583,009 $583,009 $291,508
--------------- -------------- -----------------
Expenses:
Depreciation 183,204 183,204 106,871
Management and leasing expenses 21,479 21,479 11,281
Other operating expenses, net of reimbursements 12,753 15,809 9,883
--------------- -------------- -----------------
217,436 220,492 128,035
--------------- -------------- -----------------
Net income $365,573 $362,517 $163,473
=============== ============== =================
Occupied percentage 100% 100% 100%
=============== ============== =================
Partnership's ownership percentage 48.33% 48.30% 49.70%
=============== ============== =================
Cash distribution to the Partnership $243,199 $242,955 $177,682
=============== ============== =================
Net income allocated to the Partnership $176,496 $176,267 $ 80,936
=============== ============== =================
Rental income, depreciation, and management and leasing fees remained stable in
2000, as compared to 1999, while other operating expenses are slightly lower,
due primarily to a one-time charge for consulting fees in 1999, which did not
occur in 2000. The tenant is responsible for property taxes. Since the Avaya
Building was purchased in June 1998, comparative income and expense figures are
available for only seven months of 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.
-14-
The Ohmeda Building/Fund IX-X-XI-REIT Joint Venture
For the Year Ended Eleven Months
December 31 Ended
--------------------------------- December 31,
2000 1999 1998
--------------- --------------- ------------------
Revenues:
Rental income $1,027,314 $1,027,314 $898,901
--------------- --------------- ------------------
Expenses:
Depreciation 326,305 326,304 299,112
Management and leasing expenses 54,482 46,911 41,688
Other operating expenses, net of reimbursements 65,152 (15,183) 2,863
--------------- --------------- ------------------
445,939 358,032 343,663
--------------- --------------- ------------------
Net income $ 581,375 $ 669,282 $555,238
=============== =============== ==================
Occupied percentage 100% 100% 100%
=============== =============== ==================
Partnership's ownership percentage 48.33% 48.30% 49.70%
=============== =============== ==================
Cash distribution to the Partnership $ 427,232 $ 472,912 $405,054
=============== =============== ==================
Net income allocated to the Partnership $ 280,702 $ 325,357 $271,294
=============== =============== ==================
Rental income remained stable in 2000, as compared to 1999. Operating expenses
increased significantly due in part to a significant rise in real estate taxes,
which stemmed from the revaluation of the property by the Boulder County
authorities in 1999. A later reduction in taxes, resulting from an appeal in
2000, was offset by a common area maintenance reimbursement credit to the
tenant. The Ohmeda Building incurred property taxes of $227,495 for 2000,
$249,707 for 1999, and $143,962 for 1998.
Cash distributions and net income allocated to the Partnership decreased in
2000, as compared to 1999, due to decreased net income resulting from the
increase in expenses discussed above.
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 Year Ended Ten Months
December 31 Ended
--------------------------------- December 31,
2000 1999 1998
--------------- --------------- --------------
Revenues:
Rental income $843,675 $829,827 $665,405
Interest income 0 0 246
--------------- --------------- --------------
843,675 829,827 665,651
--------------- --------------- --------------
Expenses:
Depreciation 286,680 286,680 238,299
Management and leasing expenses 108,275 73,129 55,130
Other operating expenses, net of reimbursements (75,208) 42,431 (55,654)
--------------- --------------- --------------
319,747 402,240 237,775
--------------- --------------- --------------
Net income $523,928 $427,587 $427,876
=============== =============== ==============
Occupied percentage 100% 100% 100%
=============== =============== ==============
Partnership's ownership percentage 48.33% 48.30% 49.70%
=============== =============== ==============
Cash distribution to the Partnership $393,556 $344,368 $308,024
=============== =============== ==============
Net income allocated to the Partnership $252,936 $207,897 $205,189
=============== =============== ==============
Rental income increased due to a tenant occupying additional space previously
leased to another tenant at a lower rate. Other operating expenses are negative,
due to an offset of tenant reimbursements, in operating costs as well as
management and leasing fee reimbursement. Tenants are billed an estimated amount
for current year common area maintenance which is then reconciled the following
year and the difference billed to the tenants. Management and leasing expenses
increased in 2000, as compared to 1999, due to differences in adjustments for
prior year billings to tenants. The 360 Interlocken Building incurred property
taxes of $268,744 for 2000, $244,025 for 1999, and $96,747 for 1998.
Net income and cash distributions allocated to the Partnership increased in
2000, as compared to 1999, due primarily to the increase in net income.
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 Year Ended
--------------------------------- Nine Months
December 31 Ended
--------------------------------- December 31,
2000 1999 1998
--------------- --------------- --------------
Revenues:
Rental income $673,000 $560,906 $373,420
--------------- --------------- --------------
Expenses:
Depreciation 220,248 204,925 145,975
Management and leasing expenses 29,159 24,295 23,058
Other operating expenses, net of reimbursements 17,725 9,368 (4,579)
--------------- --------------- --------------
267,132 238,588 164,454
--------------- --------------- --------------
Net income $405,868 $322,318 $208,966
=============== =============== ==============
Occupied percentage 100% 100% 100%
=============== =============== ==============
Partnership's ownership percentage 48.33% 48.30% 49.70%
=============== =============== ==============
Cash distribution to the Partnership $292,946 $248,695 $229,459
=============== =============== ==============
Net income allocated to the Partnership $195,951 $156,627 $138,871
=============== =============== ==============
Rental income increased in 2000, as compared to 1999, due to completion of the
parking lot complex in the second quarter of 1999. Total expenses increased in
2000, over 1999, due to an increase in depreciation and real estate tax expenses
relating to the new parking lot. Other operating expenses for 1998 are negative
due to tenant reimbursement reflected in this category which includes management
and leasing expense reimbursement. The Iomega Building incurred property taxes
of $76,754 for 2000, $73,020 for 1999, and 44,559 for 1998, the first year of
occupancy.
Net income and cash distribution allocated to the Partnership increased in 2000,
as compared to 1999, due primarily to the increase in net income.
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 Year Ended Six Months
December 31 Ended
--------------------------------- December 31,
2000 1999 1998
--------------- --------------- ---------------
Revenues:
Rental income $902,946 $902,946 $401,058
Interest income 0 0 3,896
--------------- --------------- ---------------
902,946 902,946 404,954
--------------- --------------- ---------------
Expenses:
Depreciation 285,527 285,526 142,720
Management and leasing expenses 36,787 37,355 16,726
Interest expense 0 0 73,919
Other operating expenses, net of reimbursements 17,499 20,891 9,670
--------------- --------------- ---------------
339,813 343,772 243,035
--------------- --------------- ---------------
Net income $563,133 $559,174 $161,919
=============== =============== ===============
Occupied percentage 100% 100% 100%
=============== =============== ===============
Partnership's ownership percentage 12.8% 12.8% 12.8%
=============== =============== ===============
Cash distribution to the Partnership $104,603 $101,049 $ 21,314
=============== =============== ===============
Net income allocated to the Partnership $ 72,081 $ 71,574 $ 19,724
=============== =============== ===============
The Partnership owns 58% in the Fund X-XI Joint Venture but owns 12.8% in the
Fairchild Building.
Rental income, net income, and cash distributions to the Partnership are
relatively stable for the year ended December 31, 2000, as compared to 1999.
Since the Fremont Building was purchased in July of 1998, comparable income and
expense figures are available for only six months of 1998. For further
information, refer to Item 2. Properties.
Real estate taxes and all operational expenses for the building are the
responsibility of the tenant.
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 Year Ended
--------------------------------- Five Months
December 31 Ended
--------------------------------- December 31,
2000 1999 1998
--------------- --------------- ---------------
Revenues:
Rental income $795,545 $795,545 $331,477
Interest income 0 0 448
--------------- --------------- ---------------
795,545 795,545 331,925
--------------- --------------- ---------------
Expenses:
Depreciation 186,564 186,565 92,087
Management and leasing expenses 30,915 30,360 12,734
Interest expense 0 0 29,472
Other operating expenses, net of reimbursements 9,104 27,667 6,218
--------------- --------------- ---------------
226,583 244,592 140,511
=============== =============== ===============
Net income $568,962 $550,953 $191,414
Occupied percentage 100% 100% 100%
=============== =============== ===============
Partnership's ownership percentage 32.8% 32.8% 32.8%
=============== =============== ===============
Cash distribution to the Partnership $235,822 $229,916 $ 88,684
=============== =============== ===============
Net income allocated to the Partnership $186,953 $180,713 $ 62,784
=============== =============== ===============
The Partnership owns 58% of the Fund X-XI Joint Venture but owns 32.8% of the
Cort Building.
Rental income remained stable in 2000, as compared to 1999. Other operating
expense decreased for the year ended December 31, 2000, as compared to 1999, due
to tenant billing of 2000 and 1999 insurance.
Since the Cort Building was purchased in July 1999, 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.
-19-
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 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 acquisition expenses, payment of $4,069,338 in
selling commissions and organizational and offering expenses and the aggregate
investment by the Partnership of $21,797,417 in the Fund IX-X-XI REIT Joint
Venture and the Fund X-XI Joint Venture, as of December 31, 2000, the
Partnership was holding net offering proceeds of approximately $177,000
available for investment in properties.
The Partnership's net cash (used in) provided by operating activities decreased
to $(59,595) in 2000 from $(99,862) in 1999 as compared to $300,019 for 1998.
Net cash provided by investing activities of $2,111,375 in 2000 and $2,175, 915
in 1999 is primarily the result of distributions received from the joint
ventures. Net cash used in investing activities for 1998 of $16,726,221 is
primarily the result of the investment in joint ventures. Net cash used in
financing activities was $2,103,260 for 2000, $2,067,801 for 1999, and
$1,707,768 for 1998, and consists primarily of distributions to limited
partners.
The Partnership's distributions to holders of Class A Status Units for the 4th
quarter ended December 31, 2000 have been paid in February 2001 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 2000. No cash distributions were paid to
holders of Class B Status Units in 2000.
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.
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 2000.
(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 57 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 all 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, 2000.
Cash Compensation Table
(C)
(A) (B) --------------------
Cash
Name of Individual Capacities in Which Served --------------------
or Number in Group Form of Compensation Compensation
- ---------------------------------------------- ------------------------------------------ --------------------
Property Manager-Management and Leasing
Wells Management Company, Inc. Fees $163,690(1)
(1) These fees are not paid directly by the Partnership but are paid
by the joint venture entities which owns properties for which the
property management and leasing services relate and include
management and leasing fees.
-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, 2001.
(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, 2000.
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) net lease
basis, 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. received $163,690 in cash compensations for the
year ended December 31, 2000.
Real Estate Commissions
In connection with the sale of Partnership properties, the General Partners or
their affiliates may receive commissions not exceeding the lesser of (A) 50% of
the commissions customarily charged by other brokers in arm's-length
transactions involving comparable properties in the same geographic area or (B)
3% of the gross sales price of the property, and provided that payments of such
commissions will be made only after Limited Partners have received prior
distributions totaling 100% of their capital contributions plus a 6% cumulative
return on their adjusted capital contributions. No real estate commissions were
paid to the General Partners or affiliates for the year ended December 31, 2000.
-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-33 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. The Exhibits filed in response to Item 601 of Regulation S-K are listed
on the Exhibit Index attached hereto.
(b) No reports on Form 8-K were filed with the Commission during the fourth
quarter of 2000.
(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
2001.
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, 2001
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, 2000 and 1999 F3
Statements of Income for the Years ended December 31, 2000, 1999, and 1998 F4
Statements of Partners' Capital for the Years Ended December 31, 2000, 1999, and 1998 F5
Statements of Cash Flows for the Years Ended December 31, 2000, 1999, and 1998 F6
Notes to Financial Statements for December 31, 2000, 1999, and 1998 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, 2000 and 1999 and
the related statements of income, partners' capital, and cash flows for each of
the three years in the period ended December 31, 2000. These financial
statements are the responsibility of the Partnership'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 Wells Real Estate Fund X, L.P.
as of December 31, 2000 and 1999 and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 2000 in
conformity with accounting principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
January 30, 2001
F-2
WELLS REAL ESTATE FUND X, L.P.
(A Georgia Public Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
ASSETS
2000 1999
--------------- ---------------
INVESTMENT IN JOINT VENTURES $20,704,957 $21,341,949
CASH AND CASH EQUIVALENTS 227,034 278,514
ACCOUNTS RECEIVABLE 1,685 0
DUE FROM AFFILIATES 574,852 498,296
DEFERRED PROJECT COSTS 15,088 18,363
--------------- ---------------
Total assets $21,523,616 $22,137,122
=============== ===============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
$
Accounts payable $ 13,574 0
Partnership distributions payable 559,875 518,288
--------------- ---------------
Total liabilities 573,449 518,288
--------------- ---------------
COMMITMENTS AND CONTINGENCIES
PARTNERS' CAPITAL:
Limited partners:
Class A--2,239,501 units and 2,166,966 units as of December 31, 2000
and 1999, respectively 19,104,274 18,553,200
Class B--473,390 units and 545,925 units as of December 31, 2000 and
1999, respectively 1,845,893 3,065,634
--------------- ---------------
Total partners' capital 20,950,167 21,618,834
--------------- ---------------
Total liabilities and partners' capital $21,523,616 $22,137,122
=============== ===============
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, 2000, 1999, AND 1998
2000 1999 1998
--------------- --------------- ---------------
REVENUES:
Rental income $ 0 $ 0 $ 120,000
Equity in income of joint ventures 1,547,664 1,309,281 869,555
Interest income 9,854 0 215,042
--------------- --------------- ---------------
1,557,518 1,309,281 1,204,597
--------------- --------------- ---------------
EXPENSES:
Partnership administration 45,748 49,108 56,471
Depreciation 0 0 48,984
Management and leasing fees 0 0 5,603
Operating costs, net of reimbursements 800 10,360 2,205
Legal and accounting 22,917 28,374 26,820
Amortization of organizational costs 0 18,750 6,250
Computer costs 11,873 10,371 7,935
--------------- --------------- ---------------
81,338 116,963 154,268
--------------- --------------- ---------------
NET INCOME $ 1,476,180 $ 1,192,318 $ 1,050,329
=============== =============== ===============
NET LOSS ALLOCATED TO GENERAL PARTNERS $ 0 $ 0 $ (338)
=============== =============== ===============
NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS $ 2,292,724 $ 2,084,229 $ 1,779,191
=============== =============== ===============
NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS $ (816,544) $ (891,911) $ (728,524)
=============== =============== ===============
NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT $ 1.04 $ 0.97 $ 0.85
=============== =============== ===============
NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT $ (1.59) $ (1.60) $ (1.23)
=============== =============== ===============
CASH DISTRIBUTION PER WEIGHTED AVERAGE CLASS A LIMITED
PARTNER UNIT $ 0.97 $ 0.95 $ 0.78
=============== =============== ===============
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, 2000, 1999, AND 1998
Limited Partners
------------------------------------------------------------
Class A Class B Total
----------------------------- --------------------------- Partners'
Units Amount Units Amount Capital
------------ ---------------- ----------- --------------- ---------------
BALANCE, DECEMBER 31, 1997 2,116,099 $ 18,019,767 596,792 $ 5,054,935 $ 23,075,040
Net income (loss) 0 1,779,191 0 (728,524) 1,050,329
Partnership distributions 0 (1,644,764) 0 0 (1,644,764)
Class B conversions 9,705 73,635 (9,705) (73,635) 0
------------ ---------------- ----------- --------------- ---------------
BALANCE, DECEMBER 31, 1998 2,125,804 18,227,829 587,087 4,252,776 22,480,605
Net income (loss) 0 2,084,229 0 (891,911) 1,192,318
Partnership distributions 0 (2,054,089) 0 0 (2,054,089)
Class B conversions 41,162 295,231 (41,162) (295,231) 0
------------ ---------------- ----------- --------------- ---------------
BALANCE, DECEMBER 31, 1999 2,166,966 18,553,200 545,925 3,065,634 21,618,834
Net income (loss) 0 2,292,724 0 (816,544) 1,476,180
Partnership distributions 0 (2,144,847) 0 0 (2,144,847)
Class B conversions 72,535 403,197 (72,535) (403,197) 0
------------ ---------------- ----------- --------------- ---------------
BALANCE, DECEMBER 31, 2000 2,239,501 $ 19,104,274 473,390 $ 1,845,893 $ 20,950,167
============ ================ =========== =============== ===============
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, 2000, 1999, AND 1998
2000 1999 1998
--------------- --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,476,180 $ 1,192,318 $ 1,050,329
--------------- --------------- ---------------
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
Equity in income of joint ventures (1,547,664) (1,309,281) (869,555)
Depreciation 0 0 48,984
Amortization of organizational costs 0 18,750 6,250
Changes in assets and liabilities:
Accounts receivable (1,685) 0 0
Prepaid expenses and other assets 0 1,851 60,511
Accounts payable 13,574 (3,500) 3,500
--------------- --------------- ---------------
Total adjustments (1,535,775) (1,292,180) (750,310)
--------------- --------------- ---------------
Net cash (used in) provided by operating activities (59,595) (99,862) 300,019
--------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint ventures (81,022) 0 (12,506,774)
Distributions received from joint ventures 2,192,397 2,175,915 886,846
Investment in real estate 0 0 (5,059,623)
Deferred project costs paid 0 0 (46,670)
--------------- --------------- ---------------
Net cash provided by (used in) investing activities 2,111,375 2,175,915 (16,726,221)
--------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners from accumulated earnings (2,103,260) (2,067,801) (1,407,043)
Sales commissions and discounts paid 0 0 (242,387)
Offering costs paid 0 0 (58,338)
--------------- --------------- ---------------
Net cash used in financing activities (2,103,260) (2,067,801) (1,707,768)
--------------- --------------- ---------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (51,480) 8,252 (18,133,970)
CASH AND CASH EQUIVALENTS, beginning of year 278,514 270,262 18,404,232
--------------- --------------- ---------------
CASH AND CASH EQUIVALENTS, end of year $ 227,034 $ 278,514 $ 270,262
=============== =============== ===============
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
DEFERRED PROJECT COSTS CONTRIBUTED TO JOINT VENTURES $ 3,275 0 $ 893,954
=============== =============== ===============
CONTRIBUTION OF REAL ESTATE ASSETS TO JOINT VENTURE $ 0 $ 0 $ 5,010,639
=============== =============== ===============
EARNEST MONEY DEPOSIT APPLIED TO INVESTMENT IN JOINT VENTURE $ 0 $ 0 $ 650,000
=============== =============== ===============
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, 2000, 1999, AND 1998
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 an interest in 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 "Alstom Power Building,"
formerly 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 "Avaya
Building," formerly 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, 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
F-7
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 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
F-8
. 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 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, 2000.
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.
F-9
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, 2000 and 1999 is computed based on the weighted average number of
units outstanding during the period.
Reclassifications
Certain prior year amounts have been reclassified to conform with the current
year financial statement presentation.
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, 2000 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, 2000 and 1999 represent
fees not yet applied to properties.
3. DEFERRED OFFERING COSTS
Offering expenses, to the extent they exceed 5% of the gross proceeds, were
paid by the Company and not by the Partnership. Offering expenses do not
include sales or 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 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 expenses which exceeded
the 5% limitation.
F-10
4. RELATED-PARTY TRANSACTIONS
Due from affiliates at December 31, 2000 and 1999 represents the
Partnership's share of cash to be distributed from its joint venture
investments for the fourth quarter of 2000 and 1999:
2000 1999
------------ ------------
Fund IX, X, XI, and REIT Joint Venture $488,573 $415,764
Fund X and XI Associates 86,279 82,532
------------ ------------
$574,852 $498,296
============ ============
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 $163,690, $132,731, and $97,730 for
the years ended December 31, 2000, 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.
5. INVESTMENT IN JOINT VENTURES
The Partnership's investment and percentage ownership in joint ventures at
December 31, 2000 and 1999 is summarized as follows:
2000 1999
--------------- --------- --------------- ---------
Amount Percent Amount Percent
--------------- --------- --------------- ---------
Fund IX, X, XI, and REIT Joint Venture $17,445,277 48% $18,000,869 48%
Fund X and XI Associates 3,259,680 58 3,341,080 58
--------------- ---------------
$20,704,957 $21,341,949
=============== ===============
F-11
The following is a rollforward of the Partnership's investment in joint
ventures for the years ended December 31, 2000 and 1999:
2000 1999
--------------- ---------------
Investment in joint ventures, beginning of year $21,341,949 $22,127,276
Equity in income of joint ventures 1,547,664 1,309,281
Contributions to joint ventures 84,297 0
Distributions from joint ventures (2,268,953) (2,094,608)
--------------- ---------------
Investment in joint ventures, end of year $20,704,957 $21,341,949
=============== ===============
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 Alstom Power Building, to
the Fund IX and X Associates joint venture. An 84,404 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 Avaya 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, 2000 and 1999
Assets
2000 1999
-------------- --------------
Real estate assets, at cost:
Land $ 6,698,020 $ 6,698,020
Building and improvements, less accumulated depreciation of
$4,203,502 in 2000 and $2,792,068 in 1999 28,594,768 29,878,541
-------------- --------------
Total real estate assets 35,292,788 36,576,561
Cash and cash equivalents 1,500,044 1,146,874
Accounts receivable 422,243 554,965
Prepaid expenses and other assets 487,276 526,409
-------------- --------------
Total assets $37,702,351 $38,804,809
============== ==============
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued liabilities $ 568,517 $ 613,574
Refundable security deposits 99,279 91,340
Due to affiliates 9,595 6,379
Partnership distributions payable 931,151 804,734
-------------- --------------
Total liabilities 1,608,542 1,516,027
-------------- --------------
Partners' capital:
Wells Real Estate Fund IX 14,117,803 14,590,626
Wells Real Estate Fund X 17,445,277 18,000,869
Wells Real Estate Fund XI 3,191,093 3,308,403
Wells Operating Partnership, L.P. 1,339,636 1,388,884
-------------- --------------
Total partners' capital 36,093,809 37,288,782
-------------- --------------
Total liabilities and partners' capital $37,702,351 $38,804,809
============== ==============
F-13
The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998
--------------- -------------- --------------
Revenues:
Rental income $ 4,198,388 $ 3,932,962 $ 2,945,980
Other income 116,129 61,312 0
Interest income 73,676 58,768 20,438
--------------- -------------- --------------
4,388,193 4,053,042 2,966,418
--------------- -------------- --------------
Expenses:
Depreciation 1,411,434 1,538,912 1,216,293
Management and leasing fees 362,774 286,139 226,643
Operating costs, net of reimbursements (154,001) (43,501) (140,506)
Property administration expense 78,420 63,311 34,821
Legal and accounting 20,423 35,937 15,351
--------------- -------------- --------------
1,719,050 1,880,798 1,352,602
--------------- -------------- --------------
Net income $ 2,669,143 $ 2,172,244 $ 1,613,816
=============== ============== ==============
Net income allocated to Wells Real Estate Fund IX $ 1,045,094 $ 850,072 $ 692,116
=============== ============== ==============
Net income allocated to Wells Real Estate Fund X $ 1,288,629 $ 1,056,316 $ 787,481
=============== ============== ==============
Net income allocated to Wells Real Estate Fund XI $ 236,243 $ 184,355 $ 85,352
=============== ============== ==============
Net income allocated to Wells Operating Partnership, L.P. $ 99,177 $ 81,501 $ 48,867
=============== ============== ==============
The Fund IX, X, XI, and REIT Joint Venture
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 1999, and 1998
Wells
Wells Real Wells Real Wells Real Operating Total
Estate Estate Estate Partnership, Partners'
Fund IX Fund X Fund XI L.P. Capital
-------------- -------------- -------------- -------------- --------------
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
Net income 1,045,094 1,288,629 236,243 99,177 2,669,143
Partnership contributions 46,122 84,317 0 0 130,439
Partnership distributions (1,564,039) (1,928,538) (353,553) (148,425) (3,994,555)
-------------- -------------- -------------- -------------- --------------
Balance, December 31, 2000 $ 14,117,803 $ 17,445,277 $ 3,191,093 $ 1,339,636 $ 36,093,809
============== ============== ============== ============== ==============
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, 2000, and 1999, and 1998
2000 1999 1998
--------------- --------------- ---------------
Cash flows from operating activities:
Net income $ 2,669,143 $ 2,172,244 $ 1,613,816
--------------- --------------- ---------------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 1,411,434 1,538,912 1,216,293
Changes in assets and liabilities:
Accounts receivable 132,722 (421,708) (92,745)
Prepaid expenses and other assets 39,133 (85,281) (111,818)
Accounts payable, accrued liabilities and
refundable security deposits (37,118) 295,177 29,967
Due to affiliates 3,216 1,973 1,927
--------------- --------------- ---------------
Total adjustments 1,549,387 1,329,073 1,043,624
--------------- --------------- ---------------
Net cash provided by operating activities 4,218,530 3,501,317 2,657,440
--------------- --------------- ---------------
Cash flows from investing activities:
Investment in real estate (127,661) (930,401) (24,788,070)
--------------- --------------- ---------------
Cash flows from financing activities:
Distributions to joint venture partners (3,868,138) (3,820,491) (1,799,457)
Contributions received from partners 130,439 1,066,992 24,970,373
--------------- --------------- ---------------
Net cash (used in) provided by financing
activities (3,737,699) (2,753,499) 23,170,916
--------------- --------------- ---------------
Net increase (decrease) in cash and cash equivalents 353,170 (182,583) 1,040,286
Cash and cash equivalents, beginning of year 1,146,874 1,329,457 289,171
--------------- --------------- ---------------
Cash and cash equivalents, end of year $ 1,500,044 $ 1,146,874 $ 1,329,457
=============== =============== ===============
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 43,024 $ 1,470,780
=============== =============== ===============
Contribution of real estate assets to joint venture $ 0 $ 0 $ 5,010,639
=============== =============== ===============
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.
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.
F-15
During 1998, 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, 2000 and 1999
Assets
2000 1999
------------- -------------
Investment in joint ventures $5,618,953 $5,760,615
Due from affiliates 149,218 142,299
------------- -------------
Total assets $5,768,171 $5,902,914
============= =============
Liabilities and Partners' Capital
Liabilities:
Partnership distributions payable $ 149,218 $ 142,299
------------- -------------
Partners' capital:
Wells Real Estate Fund X 3,259,680 3,341,081
Wells Real Estate Fund XI 2,359,273 2,419,534
------------- -------------
Total partners' capital 5,618,953 5,760,615
------------- -------------
Total liabilities and partners' capital $5,768,171 $5,902,914
============= =============
Fund X and XI Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998
------------ ------------ -------------
Equity in income of joint ventures $447,193 $436,158 $ 138,885
Expenses 0 0 0
------------ ------------ -------------
Net income $447,193 $436,158 $ 138,885
============ ============ =============
Net income allocated to Wells Real Estate Fund X $259,034 $252,966 $ 82,074
============ ============ =============
Net income allocated to Wells Real Estate Fund XI $188,159 $183,192 $ 56,811
============ ============ =============
F-16
Fund X and XI Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 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
Net income 259,034 188,159 447,193
Partnership distributions (340,435) (248,420) (588,855)
---------------- -------------- ---------------
Balance, December 31, 2000 $ 3,259,680 $ 2,359,273 $ 5,618,953
================ ============== ===============
Fund X and XI Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998
--------------- -------------- ---------------
Cash flows from operating activities:
Net income $ 477,193 $ 436,158 $ 138,885
Adjustments to reconcile net income to net cash provided by
operating activities:
Equity in income of joint ventures (477,193) (436,158) (138,885)
--------------- -------------- ---------------
Net cash provided by operating activities 0 0 0
--------------- -------------- ---------------
Cash flows from investing activities:
Distributions received from joint ventures 581,936 572,285 46,450
Investment in joint ventures 0 0 (5,695,000)
--------------- -------------- ---------------
Net cash provided by (used in) investing activities 581,936 572,285 (5,648,550)
--------------- -------------- ---------------
Cash flows from financing activities:
Contributions received from partners 0 0 5,695,000
Distributions to joint venture partners (581,936) (572,285) (46,450)
--------------- -------------- ---------------
Net cash (used in) provided by financing activities (581,936) (572,285) 5,648,550
--------------- -------------- ---------------
Net increase in cash and cash equivalents 0 0 0
Cash and cash equivalents, beginning of year 0 0 0
--------------- -------------- ---------------
Cash and cash equivalents, end of year $ 0 $ 0 $ 0
=============== ============== ===============
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 0 $ 251,606
=============== ============== ===============
F-17
Fund X and XI Associates' investment and percentage ownership in joint ventures
at December 31, 2000 and 1999 are summarized as follows:
2000 1999
-------------------------- --------------------------
Amount Percent Amount Percent
-------------- ----------- -------------- -----------
Wells/Orange County Associates $3,647,758 56% $3,732,262 56%
Wells/Fremont Associates 1,971,195 22 2,028,353 22
-------------- --------------
$5,618,953 $5,760,615
============== ==============
The following is a rollforward of Fund X and XI Associates' investment in joint
ventures for the years ended December 31, 2000 and 1999:
2000 1999
-------------- --------------
Investment in joint venture, beginning of year $5,760,615 $5,896,921
Equity in income of joint venture 447,193 436,158
Distributions from joint venture (588,855) (572,464)
-------------- --------------
Investment in joint venture, end of year $5,618,953 $5,760,615
============== ==============
Following are the financial statements for Wells/Orange County Associates:
Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2000 and 1999
Assets
2000 1999
-------------- --------------
Real estate assets, at cost:
Land $2,187,501 $2,187,501
Building, less accumulated depreciation of $465,216 in 2000 and
$278,652 in 1999 4,198,899 4,385,463
-------------- --------------
Total real estate assets 6,386,400 6,572,964
Cash and cash equivalents 119,038 176,666
Accounts receivable 99,154 49,679
-------------- --------------
Total assets $6,604,592 $6,799,309
============== ==============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 1,000 $ 0
Partnership distributions payable 128,227 173,935
-------------- --------------
Total liabilities 129,227 173,935
-------------- --------------
Partners' capital:
Wells Operating Partnership, L.P. 2,827,607 2,893,112
Fund X and XI Associates 3,647,758 3,732,262
-------------- --------------
Total partners' capital 6,475,365 6,625,374
-------------- --------------
Total liabilities and partners' capital $6,604,592 $6,799,309
============== ==============
F-18
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998
------------ ------------ ------------
Revenues:
Rental income $795,545 $795,545 $331,477
Interest income 0 0 448
------------ ------------ ------------
795,545 795,545 331,925
------------ ------------ ------------
Expenses:
Depreciation 186,564 186,565 92,087
Management and leasing fees 30,915 30,360 12,734
Operating costs, net of reimbursements 5,005 22,229 2,288
Interest 0 0 29,472
Legal and accounting 4,100 5,439 3,930
------------ ------------ ------------
226,584 244,593 140,511
------------ ------------ ------------
Net income $568,961 $550,952 $191,414
============ ============ ============
Net income allocated to Wells Operating Partnership, L.P. $248,449 $240,585 $ 91,978
============ ============ ============
Net income allocated to Fund X and XI Associates $320,512 $310,367 $ 99,436
============ ============ ============
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 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
Net income 248,449 320,512 568,961
Partnership distributions (313,954) (405,016) (718,970)
---------------- --------------- --------------
Balance, December 31, 2000 $ 2,827,607 $ 3,647,758 $ 6,475,365
================ =============== ==============
F-19
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998
--------------- --------------- ----------------
Cash flows from operating activities:
Net income $ 568,961 $ 550,952 $ 191,414
--------------- --------------- ----------------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 186,564 186,565 92,087
Changes in assets and liabilities:
Accounts receivable (49,475) (36,556) (13,123)
Accounts payable 1,000 (1,550) 1,550
--------------- --------------- ----------------
Total adjustments 138,089 148,459 80,514
--------------- --------------- ----------------
Net cash provided by operating activities 707,050 699,411 271,928
--------------- --------------- ----------------
Cash flows from investing activities:
Investment in real estate 0 0 (6,563,700)
--------------- --------------- ----------------
Cash flows from financing activities:
Issuance of note payable 0 0 4,875,000
Payment of note payable 0 0 (4,875,000)
Distributions to partners (764,678) (703,640) (93,763)
Contributions received from partners 0 0 6,566,430
--------------- --------------- ----------------
Net cash (used in) provided by financing activities (764,678) (703,640) 6,472,667
--------------- --------------- ----------------
Net (decrease) increase in cash and cash equivalents (57,628) (4,229) 180,895
Cash and cash equivalents, beginning of year 176,666 180,895 0
--------------- --------------- ----------------
Cash and cash equivalents, end of year $ 119,038 $ 176,666 $ 180,895
=============== =============== ================
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 0 $ 287,916
=============== =============== ================
F-20
Following are the financial statements for Wells/Fremont Associates:
Wells/Fremont Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2000 and 1999
Assets
2000 1999
-------------- --------------
Real estate assets, at cost:
Land $2,219,251 $2,219,251
Building, less accumulated depreciation of $713,773 in 2000 and
$428,246 in 1999 6,424,385 6,709,912
-------------- --------------
Total real estate assets 8,643,636 8,929,163
Cash and cash equivalents 92,564 189,012
Accounts receivable 126,433 92,979
-------------- --------------
Total assets $8,862,633 $9,211,154
============== ==============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 3,016 $ 2,015
Due to affiliate 7,586 5,579
Partnership distributions payable 89,549 186,997
-------------- --------------
Total liabilities 100,151 194,591
-------------- --------------
Partners' capital:
Wells Operating Partnership, L.P. 6,791,287 6,988,210
Fund X and XI Associates 1,971,195 2,028,353
-------------- --------------
Total partners' capital 8,762,482 9,016,563
-------------- --------------
Total liabilities and partners' capital $8,862,633 $9,211,154
============== ==============
F-21
Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998
------------ ------------ ------------
Revenues:
Rental income $902,946 $902,946 $401,058
Interest income 0 0 3,896
------------ ------------ ------------
902,946 902,946 404,954
------------ ------------ ------------
Expenses:
Depreciation 285,527 285,526 142,720
Management and leasing fees 36,787 37,355 16,726
Operating costs, net of reimbursements 13,199 16,006 3,364
Interest 0 0 73,919
Legal and accounting 4,300 4,885 6,306
------------ ------------ ------------
339,813 343,772 243,035
------------ ------------ ------------
Net income $563,133 $559,174 $161,919
------------ ------------ ------------
Net income allocated to Wells Operating Partnership, L.P. $436,452 $433,383 $122,470
============ ============ ============
Net income allocated to Fund X and XI Associates $126,681 $125,791 $ 39,449
============ ============ ============
Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2000, 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
Net income 436,452 126,681 563,133
Partnership distributions (633,375) (183,839) (817,214)
---------------- ---------------- ---------------
Balance, December 31, 2000 $ 6,791,287 $ 1,971,195 $ 8,762,482
================ ================ ===============
F-22
Wells/Fremont Associates
(A Georgia Joint Venture)
Statements of Cash Flows
for the Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998
------------ ------------ ---------------
Cash flows from operating activities:
Net income $ 563,133 $ 559,174 $ 161,919
------------ ------------ ---------------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation 285,527 285,526 142,720
Changes in assets and liabilities:
Accounts receivable (33,454) (58,237) (34,742)
Accounts payable 1,001 (1,550) 3,565
Due to affiliate 2,007 3,527 2,052
------------ ------------ ---------------
Total adjustments 255,081 229,266 113,595
------------ ------------ ---------------
Net cash provided by operating activities 818,214 788,440 275,514
------------ ------------ ---------------
Cash flows from investing activities:
Investment in real estate 0 0 (8,983,111)
------------ ------------ ---------------
Cash flows from financing activities:
Issuance of note payable 0 0 5,960,000
Payment of note payable 0 0 (5,960,000)
Distributions to partners (914,662) (791,940) (83,001)
Contributions received from partners 0 0 8,983,110
------------ ------------ ---------------
Net cash (used in) provided by financing activities (914,662) (791,940) 8,900,109
------------ ------------ ---------------
Net (decrease) increase in cash and cash equivalents (96,448) (3,500) 192,512
Cash and cash equivalents, beginning of year 189,012 192,512 0
------------ ------------ ---------------
Cash and cash equivalents, end of year $ 92,564 $ 189,012 $ 192,512
============ ============ ===============
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 0 $ 374,299
============ ============ ===============
F-23
6. INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL
The Partnership's income tax basis net income for the year ended December
31, 2000, 1999, and 1998 is calculated as follows:
2000 1999 1998
-------------- -------------- --------------
Financial statement net income $1,476,180 $1,192,318 $1,050,329
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting purposes in
excess of amounts for income tax purposes 316,285 355,165 303,699
Amortization expense for income tax purposes in excess of
amounts for financial reporting purposes (18,897) (18,897) (18,898)
Rental income accrued for financial reporting purposes in
excess of amounts for income tax purposes (82,590) (80,234) (59,667)
Expenses capitalized for income tax purposes, deducted
for financial reporting purposes 1,814 1,419 1,553
-------------- -------------- --------------
Income tax basis net income $1,692,792 $1,449,771 $1,277,016
============== ============== ==============
The Partnership's income tax basis partners' capital at December 31, 2000
and 1999 is computed as follows:
2000 1999 1998
---------------- ---------------- ----------------
Financial statement partners' capital $20,950,167 $21,618,834 $22,480,605
Increase (decrease) in partners' capital resulting from:
Depreciation expense for financial reporting purposes
in excess of amounts for income tax purposes 975,149 658,864 303,699
Accumulated rental income accrued for financial
reporting purposes in excess of amounts for income
tax purposes (222,491) (139,901) (59,667)
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 (56,692) (37,795) (18,898)
Accumulated expenses deducted for financial reporting
purposes, capitalized for income tax purposes 109,304 107,490 106,071
Partnership's distributions payable 559,875 518,288 532,000
---------------- ---------------- ----------------
Income tax basis partners' capital $26,353,400 $26,763,868 $27,381,898
================ ================ ================
F-24
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, 2000 is as follows:
Year ended December 31:
2001 $ 2,508,693
2002 2,190,713
2003 2,097,040
2004 1,804,303
2005 1,199,203
Thereafter $ 2,625,841
---------------
$12,425,793
===============
Five tenants contributed 21%, 20%, 12%, 11%, and 11% of rental income. In
additional, four tenants will contribute 32%, 17%, 17%, and 16% 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, 2000 is as follows:
Year ended December 31:
2001 $ 4,413,780
2002 3,724,218
2003 3,617,437
2004 3,498,478
2005 2,482,821
Thereafter 5,436,524
---------------
$23,173,258
===============
Four tenants contributed 25%, 24%, 13%, and 13% of rental income for the
year ended December 31, 2000. In addition, four tenants will contribute
38%, 21%, 20%, and 19% of future minimum rental income.
The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 2000 is as follows:
Year ended December 31:
2001 $ 809,580
2002 834,888
2003 695,740
---------------
$2,340,208
===============
One tenant contributed 100% of rental income for the year ended December
31, 2000 and will contribute 100% of future minimum rental income.
The future minimum rental income due Wells/Fremont Associates under
noncancelable operating leases at December 31, 2000 is as follows:
Year ended December 31:
2001 $ 869,492
2002 922,444
2003 950,118
2004 894,832
---------------
$ 3,636,886
===============
F-25
One tenant contributed 100% of rental income for the year ended December
31, 2000 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, 2000 and 1999:
2000 Quarters Ended
---------------------------------------------------------------
March 31 June 30 September 30 December 31
------------- ------------- ---------------- ---------------
Revenues $ 388,254 $ 379,779 $ 397,198 $ 392,287
Net income 358,512 355,670 382,812 379,186
Net income allocated to Class A limited
partners 559,658 561,090 590,666 581,310
Net loss allocated to Class B limited partners (201,146) (205,420) (207,854) (202,124)
Net income per weighted average Class A
limited partner unit $ 0.25 $ 0.26 $ 0.27 $ 0.26
Net loss per weighted average Class B limited
partner unit (a) (0.39) (0.40) (0.40) (0.39)
Cash distribution per weighted average
Class A limited partner unit 0.24 0.24 0.24 0.2
(a) The totals of the four quarterly amounts for the year ended
December 31, 2000 do not equal the totals for the year. This
difference results from the use of a weighted average to compute
the number of units outstanding for each quarter and the year.
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
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-26
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, 2000 and 1999 and the related statements of income, partners'
capital, and cash flows for the years ended December 31, 2000 and 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, 2000 and 1999 and the results of its operations and its cash flows
for the years ended December 31, 2000 and 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.
ARTHUR ANDERSEN LLP
Atlanta, Georgia
January 30, 2001
THE OHMEDA BUILDING
BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
ASSETS
2000 1999
---------------- ----------------
REAL ESTATE ASSETS:
Land $ 2,746,894 $ 2,746,894
Building and improvements, less accumulated depreciation of $951,721 in
2000 and $625,416 in 1999 7,205,881 7,532,186
---------------- ----------------
Total real estate assets 9,952,775 10,279,080
CASH AND CASH EQUIVALENTS 199,960 902,987
ACCOUNTS RECEIVABLE 59,562 198,583
---------------- ----------------
Total assets $ 10,212,297 $ 11,380,650
================ ================
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable and accrued expenses $ 257,696 $ 249,707
Distributions payable to partners 250,351 815,107
---------------- ----------------
Total liabilities 508,047 1,064,814
---------------- ----------------
COMMITMENTS AND CONTINGENCIES (Note 4)
PARTNERS' CAPITAL:
Wells Real Estate Fund IX, L.P. 3,161,917 3,401,108
Wells Real Estate Fund X, L.P. 6,675,867 6,971,508
Wells Real Estate Fund XI, L.P. (92,326) (38,262)
Wells Real Estate Investment Trust, Inc. (41,208) (18,518)
---------------- ----------------
Total partners' capital 9,704,250 10,315,836
---------------- ----------------
Total liabilities and partners' capital $ 10,212,297 $ 11,380,650
================ ================
The accompanying notes are an integral part of these balance sheets.
THE OHMEDA BUILDING
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
AND FOR THE PERIOD FROM INCEPTION
(FEBRUARY 13, 1998) TO DECEMBER 31, 1998
2000 1999 1998
-------------- --------------- -------------
REVENUES:
Rental income $ 1,027,314 $ 1,027,314 $ 898,901
-------------- --------------- -------------
EXPENSES:
Depreciation 326,305 326,304 299,112
Operating costs, net of reimbursements 61,652 (18,633) 663
Management and leasing fees 54,482 46,911 41,688
Legal and accounting 3,500 3,450 2,200
-------------- --------------- -------------
445,939 358,032 343,663
-------------- --------------- -------------
NET INCOME $ 581,375 $ 669,282 $ 555,238
============== =============== =============
NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND IX, L.P. $ 227,376 $ 261,867 $ 243,597
============== =============== =============
NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND X, L.P. $ 281,036 $ 325,357 $ 271,294
============== =============== =============
NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND XI, L.P. $ 51,394 $ 56,955 $ 25,656
============== =============== =============
NET INCOME ALLOCATED TO WELLS REAL ESTATE INVESTMENT TRUST, INC. $ 21,569 $ 25,103 $ 14,691
============== =============== =============
The accompanying notes are an integral part of these statements.
THE OHMEDA BUILDING
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
AND FOR THE PERIOD FROM INCEPTION
(FEBRUARY 13, 1998) TO DECEMBER 31, 1998
Wells Real
Wells Real Wells Real Wells Real Estate Total
Estate Estate Estate Investment Partners'
Fund IX, L.P. Fund X, L.P. Fund XI, L.P. Trust, Inc. Capital
---------------- --------------- ---------------- ------------- ---------------
BALANCE, at inception (February 13, 1998) $ 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
Net income 227,376 281,036 51,394 21,569 581,375
Distributions (466,567) (576,677) (105,458) (44,259) (1,192,961)
---------------- --------------- ---------------- ------------- ---------------
BALANCE, December 31, 2000 $ 3,161,917 $6,675,867 $ (92,326) $ (41,208) $ 9,704,250
================ =============== ================ ============= ===============
The accompanying notes are an integral part of these statements.
THE OHMEDA BUILDING
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
AND FOR THE PERIOD FROM INCEPTION
(FEBRUARY 13, 1998) TO DECEMBER 31, 1998
2000 1999 1998
--------------- ------------ ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 581,375 $ 669,282 $ 555,238
--------------- ------------ ------------------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 326,305 326,304 299,112
Changes in assets and liabilities:
Accounts receivable 139,021 (184,614) (13,969)
Accounts payable and accrued expenses 7,989 92,016 157,691
--------------- ------------ ------------------
Total adjustments 473,315 233,706 442,834
--------------- ------------ ------------------
Net cash provided by operating activities 1,054,690 902,988 998,072
--------------- ------------ ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in real estate 0 0 (10,904,496)
--------------- ------------ ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Contributions received from partners 0 0 10,889,485
Distributions paid to partners (1,757,717) (983,062) 0
--------------- ------------ ------------------
Net cash (used in) provided by financing
activities (1,757,717) (983,062) 10,889,485
--------------- ------------ ------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (703,027) (80,074) 983,061
CASH AND CASH EQUIVALENTS, beginning of period 902,987 983,061 0
--------------- ------------ ------------------
CASH AND CASH EQUIVALENTS, end of period $ 199,960 $ 902,987 $ 983,061
=============== ============ ==================
The accompanying notes are an integral part of these statements.
THE OHMEDA BUILDING
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2000, 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, 2000, 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,
2000.
Depreciation is calculated using the straight-line method over 25 years.
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, 2000 is as follows:
Year ending December 31:
2001 $1,004,517
2002 1,004,517
2003 1,050,509
2004 1,102,639
2005 92,250
--------------
$4,254,432
==============
One tenant contributed 100% of rental income for the year ended December
31, 2000 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 $54,482 and $46,911 for the
years ended December 31, 2000 and 1999, respectively, which were paid to
Wells Management.
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.
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)