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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, 2001 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
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Commission file number 0-23719
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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
incorporation or organization) (I.R.S. Employer Identification
Number)
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
- ------------------------------------- --------------------------------
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 with Leo F. Wells, III and Wells Partners, L.P. ("Wells Partners"),
a Georgia nonpublic limited partnership, serving as General Partners. The
Partnership was formed on June 20, 1996 for the purpose of acquiring,
developing, owning, operating, improving, leasing, and otherwise managing
income-producing commercial properties for investment purposes. The Partnership
has two classes of limited partnership interests, Class A and Class B Units.
Limited partners have the right to change their prior elections 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, and (c)
add or remove a general partner. A majority vote on any of the above described
matters will bind the Partnership, without the concurrence of the general
partners. Each limited partnership unit has equal voting rights, regardless of
class.
On December 31, 1996, the Partnership commenced a public offering of up to
$35,000,000 of limited partnership units ($10 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. The offering was terminated on
December 30, 1997, at which time the Partnership had sold 2,116,099 Class A
Units, and 596,792 Class B Units, held by a total of 1,593 and 219 Class A and
Class B Limited Partners, respectively, for total Limited Partner capital
contributions of $27,128,912. After payment of $1,085,157 in acquisition and
advisory fees and expenses, payment of $4,069,338 in selling commissions and
organization and offering expenses, and an aggregate investment of $21,797,417
in the Fund X-XI Joint Venture and the Fund IX-X-XI-REIT Joint Venture, the
Partnership held net offering proceeds of $177,000 as reserves or as available
for investment in properties as of December 30, 2001.
EMPLOYEES
The Company has no direct employees. The employees of Wells Capital, Inc. and
Wells Management Company, Inc. perform a full range of real estate services
including leasing and property management, accounting, asset management and
investor relations for the Company.
INSURANCE
Wells Management Company, Inc., an affiliate of the General Partners, carries
comprehensive liability and extended coverage with respect to all the properties
owned by the Partnership through its investments in joint ventures. In the
opinion of management, all such properties are adequately insured.
COMPETITION
The Partnership will experience competition for tenants from owners and managers
of competing projects which may include the General Partners and their
affiliates. As a result, the Partnership may be required to provide free rent,
reduced charges for tenant improvements and other inducements, all of which may
have an adverse impact on results of operations. At the time the Partnership
elects to dispose
2
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, 2001, the Partnership owned interests in properties through
its ownership in the following joint ventures with affiliated limited
partnerships: (i) 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. ("Wells OP")(the "Fund IX-X-XI-REIT Joint
Venture"), and (ii) Fund X-XI Associates, a joint venture between the
Partnership and Wells Real Estate Fund XI, L.P. (the "Fund X-XI Joint Venture").
Wells OP is a Delaware limited partnership having Wells Real Estate Investment
Trust, Inc., ("Wells REIT"), a Maryland corporation, as its general partner.
Wells REIT is a Maryland corporation that qualifies as a real estate investment
trust. The Partnership does not have control over the operations of the joint
ventures; however, it does exercise significant influence. Accordingly,
investments in joint ventures are recorded using the equity method of
accounting.
As of December 31, 2001, the Partnership owned interests in the following
properties through its ownership in the foregoing joint ventures: (i) a
three-story office building in Knoxville, Tennessee (the "Alstom Power-Knoxville
Building"), (ii) a two-story office building located in Louisville, Boulder
County, Colorado (the "Ohmeda Building"), (iii) a three-story office building
located in Broomfield, Boulder County, Colorado (the "360 Interlocken
Building"), (iv) a one-story warehouse facility located in Ogden, Utah (the
"Iomega Building"), (v) a one-story office building located in Oklahoma City,
Oklahoma (the "Avaya Building"), all of which are 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
Wells/Orange County Associates (the "Cort Joint Venture"), a joint venture
between the Fund X-XI Joint Venture and Wells OP, and (vii) a two-story
warehouse and office building located in Fremont, California (the "Fairchild
Building"), which is owned by Wells/Fremont Joint Venture (the "Fremont Joint
Venture"), a joint venture between the Fund X-XI Joint Venture and Wells OP.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
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The following table shows lease expirations during each of the next ten years
for all leases at properties in which the Partnership owned an interest through
the joint ventures described in Item 1 as of December 31, 2001, 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
- ---------- -------- -------- ---------- ------------ --------- -----------
2002 5 33,610 $ 558,407 $ 269,896 6.5% 9.3%
2003/(2)/ 2 69,146 1,075,987 396,568 13.4 18.0
2004/(3)/ 1 58,424 902,946 115,216 11.3 15.1
2005/(4)/ 1 106,750 1,027,315 496,533 20.6 17.2
2006 0 0 0 0 0.0 0.0
2007/(5)/ 1 84,404 1,161,963 561,613 16.3 19.4
2008/(6)/ 1 57,186 583,016 281,790 11.0 9.8
2009/(7)/ 1 108,250 673,000 325,282 20.9 11.2
2010 0 0 0 0 0.0 0.0
2011 0 0 0 0 0.0 0.0
----------- ----------- -------------- --------------- ------------- --------------
12 517,770 $ 5,982,634 $ 2,446,898 100.0% 100.0%
=========== =========== ============== =============== ============= ==============
/(1)/ Average monthly gross rent over the life of the lease,
annualized.
/(2)/ Expiration of 52,000 square feet (Cort Furniture lease) and
17,146 square feet (ODS lease at 360 Interlocken Building).
/(3)/ Expiration of Fairchild lease.
/(4)/ Expiration of Ohmeda lease.
/(5)/ Expiration of Alstom Power-Knoxville lease.
/(6)/ Expiration of Avaya lease.
/(7)/ Expiration of Iomega lease.
FUND IX-X-XI-REIT JOINT VENTURE
On June 11, 1998, 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 OP. 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-Knoxville Building,
(ii) the Ohmeda Building, and (iii) the 360 Interlocken Building. On
June 24, 1998, the Fund IX-X-XI-REIT Joint Venture purchased the
Avaya Building. On July 1, 1998, the Partnership contributed a
single-story warehouse and office building with 108,250 rentable
square feet, Iomega Building, to the Fund IX-X-XI-REIT Joint
Venture, which was recorded as a capital contribution.
As of December 31, 2001, 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, 2001, Wells Fund
IX had an approximate 39.1% equity interest, Wells Fund XI had an
approximate 8.9% equity interest, and Wells OP held an approximate
3.7% equity interest in the Fund IX-X-XI-REIT Joint Venture.
4
ALSTOM POWER-KNOXVILLE BUILDING
On March 20, 1997, the Fund IX-X Joint Venture began construction
of the Alstom Power-Knoxville Building, a three-story office
building containing approximately 84,404 rentable square feet
located on a 5.62 acre tract of real property in Knoxville, Knox
County, Tennessee. The land purchase and construction costs,
totaling $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., ("Alstom Power") successor in interest to ABB
Environmental Systems, a subsidiary of ABB, Inc., occupied its lease
space of 56,012 rentable square feet comprising approximately 66% of
the building in December 1997. The initial term of the lease is 9
years and 11 months commencing upon occupancy. 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 during the first five years and
$728,750 during the last four years and 11 months of the initial
term. The annual base rent for each extended term will be at then
currently prevailing 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, Alstom Power Environmental exercised
its right of first refusal to lease an additional 23,992 square feet
of space vacated by the Associates in September 1999, which
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 of the lease agreement in order to lease 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-Knoxville Building was $13.83 for 2001, $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 2001 and
2000, 98% for 1999, 95% for 1998, and 67% for 1997.
OHMEDA BUILDING
On February 13, 1998, Fund IX-X Joint Venture acquired the Ohmeda
Building, a two-story office building with approximately 106,750
rentable square feet. The Ohmeda Building is on a 15-acre tract of
land located in Louisville, Boulder County, Colorado. 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, 2001, 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 the
Second Amendment to Lease dated October 20, 1997 (the "Ohmeda
Lease") with Ohmeda, Inc., a Delaware corporation. The Ohmeda 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 $83,710 through
January 31, 2003; $87,891 from February 1, 2003 through January 31,
2004; and $92,250 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 2001, 2000, 1999, and 1998, the year of
acquisition. The occupancy rate at year-end was 100% for 2001, 2000,
1999 and 1998.
360 INTERLOCKEN BUILDING
On March 20, 1998 the IX-X Joint Venture acquired the 360
Interlocken Building, a three-story multi-tenant office building
containing approximately 51,974 rentable square feet located on a
5.1 acre tract of land in Broomfield, Boulder County, Colorado. The
purchase price was $8,275,000 excluding acquisition costs. The
project was funded by capital contributions of $1,674,271 from the
Partnership and $6,642,466 from Wells Fund IX.
The 360 Interlocken Building was completed in December 1996. The
first floor is leased to multiple tenants and contains 15,599
rentable square feet; the second floor is leased to ODS
Technologies, L.P. and contains 17,146 rentable square feet; and the
third floor is leased to Transecon, Inc. and contains 19,229
rentable square feet.
The entire third floor lease expires in March 2002, subject to
Transecon's right to extend for one additional term of five years
upon 180 days' notice. The monthly rent payable under Transecon's
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 second floor lease
expires in September 2003, subject to ODS's right to extend for one
additional term of three years. The monthly rent payable 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 2003 and $24,550 through September
2003. The rental payments under the ODS lease are 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 360
Interlocken building.
The average effective annual rental per square foot at the 360
Interlocken Building was $16.12 for 2001, $16.23 for 2000, and
$15.97 for 1999 and 1998, the first year of occupancy. The occupancy
rate at year end was 100% for 2001, 2000, 1999 and 1998.
6
AVAYA BUILDING
On May 30, 1997, the Fund IX-X Joint Venture entered into a
purchase and sale agreement with Wells Development Corporation
("Wells Development"), an affiliate of the General Partners, for the
acquisition and development of the Avaya Building, a one-story
office building containing 57,186 net rentable square feet on 5.3
acres of land. On June 24, 1998, the Fund IX-X-XI-REIT Joint Venture
purchased this property for $5,504,276. The purchase price was
funded by capital contributions of $950,392 from the Partnership,
$657,804 from Fund IX, $2,482,810 from Fund XI and $1,421,466 by
Wells OP.
Avaya, a worldwide leader in telecommunications technology
producing a variety of communication products, occupies 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 during
the first five years and $594,152 during the second five years of
the lease term. The annual base rent for each extended term will be
at then currently prevailing 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 2001, 2000, 1999, and 1998, the first year
of occupancy. The occupancy rate at year-end was 100% for 2001,
2000, 1999 and 1998.
IOMEGA BUILDING
On July 1, 1998, the Partnership contributed the Iomega Building, a
single story warehouse and office building with 108,250 rentable
square feet, 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 on April 1,
1998.
The building is 100% occupied by Iomega Corporation 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. The land was purchased at a cost of
$212,000 excluding acquisition costs. The funds used to acquire the
land and make improvements were funded out of capital contributions
made by Wells Fund XI to the Fund IX-X-XI-REIT Joint Venture in the
amount of $874,625, which was the total project cost. The site was
developed as additional parking and a loading-dock area, including
400 new parking stalls and new site work for truck maneuver space in
accordance with the requirements of the tenant and the city of
Ogden. The project was completed on July 31, 1999. Iomega Corporation
7
has extended its lease term through April 30, 2009 and will pay as
additional annual base rent of $113,700 475 commencing May 1, 1999.
The average effective annual rental per square foot at the Iomega
Building was $6.22 for 2001 and 2000, $5.18 for 1999, and $4.60 for
1998, the first year of occupancy. The occupancy rate at year-end
was 100% for 2001, 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-XI Joint Venture"). The investment objectives of Wells Fund
XI are substantially identical to those of the Partnership. As of
December 31, 2001 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-XI Joint Venture. At December 31, 2001, the
Partnership's equity interest in the Fund X-XI Joint Venture was
approximately 58% and Wells Fund XI's equity interest was
approximately 42%.
WELLS/FREMONT JOINT VENTURE-FAIRCHILD BUILDING
On July 15, 1998, Wells OP entered into Fremont Joint Venture with
Wells Development Corporation ("Wells Development"), a Georgia
Corporation. 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.
On July 17,1998, the Fund X-XI Joint Venture entered into an
agreement for the purchase 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, 2001, Wells OP had
contributed $6,983,110 and held an approximate 78% equity percentage
interest in the Fremont Joint Venture, and the Fund X-XI Joint
Venture had contributed $2,000,000 and held an approximate 22%
equity percentage interest in the Fremont Joint Venture.
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.
The average effective annual rental per square foot at the
Fairchild Building was $15.46 for 2001, 2000, 1999, and 1998, the
first year of occupancy. The occupancy rate at year end was 100% for
2001, 2000, 1999 and 1998.
8
WELLS/ORANGE COUNTY JOINT VENTURE-CORT BUILDING
In July of 1998, Wells OP entered into the 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.
On July 30, 1998, the Fund X-XI Joint Venture entered into an
agreement for the purchase 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 Joint Venture 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. The Partnership contributed $2,296,233, the Fund
X-XI Joint Venture contributed $1,398,767 and Wells OP contributed
$2,871,430 towards the purchase of this building.
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.
As of December 31, 2001, Wells OP had made total capital
contributions of $2,871,430 and held an approximate 44% equity
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 2001, 2000, 1999, and 1998, the first year
of occupancy. The occupancy rate at year end was 100% for 2001,
2000, 1999, and 1998.
Because of the requirement for fiduciaries of retirement plans subject to ERISA
to determine the value of the assets of such retirement plans on an annual
basis, the General Partners are required under the Partnership Agreement to
report estimated Unit values to the Limited Partners each year in the
Partnership's annual Form 10-K. The methodology to be utilized for determining
such estimated Unit values under the Partnership Agreement is for the General
Partners to estimate the amount a Unit holder would receive if the Partnership's
properties were sold at their estimated fair market values as of the end of the
Partnership's fiscal year and the proceeds therefrom (without reduction for
selling expenses) were distributed to the Limited Partners in liquidation of the
Partnership. Utilizing this methodology, the General Partners have estimated
Unit valuations, based upon their estimates of property values as of December
31, 2001, to be approximately $8.43 per Class A Unit and $12.04 per Class B
Unit, based upon market conditions existing in early December 2001. In
connection with these estimated valuations, the General Partners obtained an
opinion from David L. Beal Company, an independent MAI appraiser, to the effect
that such estimates of value were reasonable; however, due to the inordinate
expense involved in obtaining appraisals for all of the Partnership's
properties, no actual appraisals were obtained. Accordingly, these estimates
should not be viewed as an accurate reflection of the fair market value of the
Partnership's properties, nor do they represent the amount of net proceeds which
would result from an immediate sale of the Partnership's properties. The
valuations performed by the General Partners are estimates only, and are based a
number of assumptions which may not be accurate or complete. In addition,
property values are subject to change and could decline in the future. Further,
as
9
set forth above, no appraisals have or will be obtained. For these reasons,
the estimated Unit valuations set forth above should not be relied upon for any
purpose other than required ERISA disclosures.
ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings or proceedings known to be
contemplated by governmental authorities involving the Partnership during 2001.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Limited Partners for 2001.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
10
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 Units held
by a total of 1,588 Limited Partners and 596,792 outstanding Class B Units held
by a total of 218 Limited Partners. As of February 28, 2002, the Partnership had
2,316,619 outstanding Class A Units held by a total of 1,641 Limited Partners
and 396,273 outstanding Class B Units held by a total of 173 Limited Partners.
The capital contribution per unit is $10.00. There is no established public
trading for the Partnership's limited partnership units, and it is not
anticipated that a public trading market for the units will develop. Under the
Partnership Agreement, the General Partners have the right to prohibit transfers
of units.
Class A 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 Units will receive 90% of Net Cash From Operations and the
General Partners will receive 10%. No Net Cash From Operations will be
distributed to Limited Partners holding Class B Units. Holders of Class A 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 Units, until their capital account balances have been
reduced to zero. No distributions have been made to the General Partners as of
December 31, 2001.
Cash available for distribution to the Limited Partners is distributed on a
quarterly basis unless Limited Partners elect to have their cash distributed
monthly. Cash distributions made to Class A Limited Partners during 2000 and
2001 were as follows:
Per Class A Per Class A Per Class A
Total Unit Unit Unit
Distribution for Cash Investment Return of General
Quarter Ended Distributed Income Capital Partner
==================== ============= ============== =============== ==============
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 0.25 0.00 0.00
March 31, 2001 549,658 0.24 0.00 0.00
June 30, 2001 566,659 0.25 0.00 0.00
September 30, 2001 555,611 0.24 0.00 0.00
December 31, 2001 $564,676 $0.25 $0.00 $0.00
The fourth quarter distribution was accrued for accounting purposes in 2001 and
paid to Limited Partners in February 2002. No cash distributions were paid to
holders of Class B Units in 2001.
11
ITEM 6. SELECTED FINANCIAL DATA
The following sets forth a summary of the selected financial data for the fiscal
year ended December 31, 2001, 2000, 1999, 1998, and 1997, the first year of
operation:
2001 2000 1999 1998 1997
--------------- -------------- ------------- ------------- ------------
Total assets $20,738,735 $21,523,616 $22,137,122 $23,016,105 $23,716,744
Total revenues 1,559,026 1,557,518 1,309,281 1,204,597 372,507
Net income 1,449,849 1,476,180 1,192,318 1,050,329 278,025
Net loss allocated to General 0 0 0 (338) (162)
Partners
Net income allocated to Class A 2,264,351 2,292,724 2,084,229 1,779,191 302,862
Limited Partners
Net loss allocated to Class B
Limited Partners $ (814,502) $ (816,544) $ (891,911) $ (728,524) $ (24,675)
Net income per weighted average $ 0.99 $ 1.04 $ 0.97 $ 0.85 $ 0.28
Class A Limited Partner Unit/(1)/
Net loss per weighted average (1.88) (1.59) (1.60) (1.23) (0.09)
Class B Limited Partner Unit/(1)/
Cash distributions per weighted
average Class A Limited Partner
Unit:/(1)/
Investment income 0.98 0.97 0.95 0.78 0.27
Return of capital $ 0.00 $ 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 are still being
purchased or converted by Limited Partners in the Partnership.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION.
FORWARD-LOOKING STATEMENTS
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
Gross revenues of the Partnership were $1,559,026, $1,557,518, and $1,309,281
for the years ended December 31, 2001, 2000, and 1999, respectively. The
increase in revenues from 1999 to 2000 was
12
attributed primarily to increased earnings from the Fund IX-X-XI-REIT Joint
Venture, primarily due to increased revenues at the Alstom Power-Knoxville
Building as it became fully occupied in 2000, and increased revenues at the
Iomega Building due to completion of the parking area in July of 1999
generating partial year parking lot income in 1999. Expenses of the
Partnership were $109,177, $81,338, and $116,963 for the years ended December
31, 2001, 2000, and 1999, respectively. Expenses decreased in 2000, as compared
to 1999, due to the total write-off of capitalized net organizational costs in
accordance with accounting pronouncement ("SOP") 98-5, "Reporting on the Costs
of Start-Up Activities" in 1999 and a decrease in administrative expenses in
2000. Expenses increased in 2001 as compared to 2000, due to increased
partnership administration expenses related to taxes and administrative
salaries. As a result, net income of the Partnership was $1,449,849 for the
year ended December 31, 2001, $1,476,180 for the year ended December 31, 2000,
and $1,192,318 for the year ended December 31, 1999.
Refer to footnotes of audited Financial Statements where a complete summary of
operations is disclosed.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's net cash used in operating activities was $100,983 in 2001,
$59,595 in 2000, and $99,862 in 1999. The use of cash remains relatively stable
for 2001 as compared to 1999. The decrease in use of cash in 2000 was primarily
due to a decrease in partnership administration expenses. Net cash provided by
investing activities was $2,307,137 in 2001, $2,111,375 in 2000, and $2,175,915
in 1999. The increase from 2000 to 2001 was due to the increased distributions
received from the Fund IX-X-XI-REIT Joint Venture as property taxes decreased in
Ohmeda Building and the decrease from 1999 to 2000 was primarily the result of
investments in joint ventures made in 2000. Net cash used in financing
activities was $2,231,801 for 2001, $2,103,260 for 2000, and $2,067,801 for
1999. The increase every year is attributable to increases in cash flows
generated by properties owned through joint ventures, resulting in increased
distributions to the Partnership.
The Partnership expects to continue to meet its short-term liquidity
requirements and budget demands 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. Although
there is no assurance, the General Partners anticipate that cash distributions
to Limited Partners holding Class A Units will continue in 2002 at a level at
least comparable with 2001 cash distributions on an annual basis. At this time,
given the nature of the joint ventures and properties 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, real estate tax
and insurance reimbursements on a per square foot basis, or in some cases,
annual reimbursement of operating expenses above a certain per square foot
allowance. The Partnership would have the ability to negotiation at higher
rental rates upon the expiration of 5 leases in 2002. These provisions should
reduce the Partnership's exposure to increases in costs and operating expenses
resulting from inflation.
13
CRITICAL ACCOUNTING POLICIES
The Partnership's accounting policies have been established and conformed to in
accordance with accounting principles generally accepted in the United States
("GAAP"). The preparation of financial statements in conformity with GAAP
requires management to use judgment in the application of accounting policies,
including making estimates and assumptions. These judgments affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the reported amounts of
revenue and expenses during the reporting periods. If our judgment or
interpretation of the facts and circumstances relating to various transactions
had been different, it is possible that different accounting policies would have
been applied; thus, resulting in a different presentation of our financial
statements. Below is a discussion of the accounting policies that we consider to
be critical in that they may require complex judgment in their application or
require estimates about matters, which are inherently uncertain. Additional
discussion of accounting policies that we consider to be significant, including
further discussion of the critical accounting policies described below, is
presented in the notes to the Partnership's financial statements in Item 14(a).
STRAIGHT-LINED RENTAL REVENUES
The Partnership recognizes rental income generated from all leases on real
estate assets in which the Partnership has an ownership interest, either
directly or through investments in joint ventures, on a straight-line basis over
the terms of the respective leases. If a tenant was to encounter financial
difficulties in future periods, the amount recorded as receivable may not be
realized.
OPERATING COST REIMBURSEMENTS
The Partnership generally bills tenants for operating cost reimbursements,
either directly or through investments in joint ventures, on a monthly basis at
amounts estimated largely based on actual prior period activity and the
respective lease terms. Such billings are generally adjusted on an annual basis
to reflect reimbursements owed to the landlord based on the actual costs
incurred during the period and the respective lease terms. Financial
difficulties encountered by tenants may result in receivables not being
realized.
REAL ESTATE
Management continually monitors events and changes in circumstances indicating
that the carrying amounts of the real estate assets in which the Partnership has
an ownership interest, either directly or through investments in joint ventures,
may not be recoverable. When such events or changes in circumstances are
present, management assesses the potential impairment by comparing the fair
market value of the asset, estimated at an amount equal to the future
undiscounted operating cash flows expected to be generated from tenants over the
life of asset and from its eventual disposition, to the carrying value of the
asset. In the event that the carrying amount exceeds the estimated fair market
value, the Partnership would recognize an impairment loss in the amount required
to adjust the carrying amount of the asset to its estimated fair market value.
Neither the Partnership nor its joint ventures have recognized impairment losses
on real estate assets in 2001, 2000 or 1999.
14
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The Financial Statements of the Registrant and supplementary data are detailed
under Item 14 (a) and filed as part of the report on the pages indicated.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
There were no disagreements with the Partnership's accountants or other
reportable events during 2001.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
15
PART III
ITEM 10. GENERAL PARTNERS OF THE PARTNERSHIP
Wells Partners, L.P. The sole General Partner of Wells Partners, L.P. is Wells
Capital, Inc. 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 58 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 the 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., all of 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 paid to the General
Partners and their affiliates during the year ended December 31, 2001.
Cash Compensation Table
Name of Individual Capacities in Which Served Cash
or Number in Group Form of Compensation Compensation
==================================== ================================== ==================
Wells Management Company, Inc. Property Manager-Management and $156,710/(1)/
Leasing Fees
/(1)/ These fees are not paid directly by the Partnership, but are paid
by the joint venture entities which own properties for which the
property management and leasing services relate and include
management and leasing fees. The Partnership does not own any
properties directly. Accordingly, these fees are payable to Wells
Management, Inc. by the joint ventures described in Item 1 and
represent the Partnership's ownership interest in amounts
attributable to the properties owned directly by these joint
ventures for services rendered during 2001. Some of these fees
were accrued for accounting purposes in 2001, however, were not
paid until January 2002.
16
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.
Name of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership Percent of Class
====================== ============================ ================================ ==========================
Class A Units Leo F. Wells, III 110.036 Units (IRA, 401(k) and Less than 1%
Profit Sharing)
No arrangements exist which would, upon execution thereof, 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 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 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,
2001.
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
17
lease term; or (B) the amounts charged by unaffiliated persons rendering
comparable services in the same geographic area.
Wells Management Company, Inc. has received a total of $156,710 in cash
compensations for services rendered during the year ended December 31, 2001.
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, 2001.
(THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK)
18
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-27 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 2001.
(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.
19
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 21st day of March
2002.
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 21, 2002
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.
20
INDEX TO FINANCIAL STATEMENTS
Financial Statements Page
===================================================================================== ======
Independent Auditors' Report F-2
Balance Sheets as of December 31, 2001 and 2000 F-3
Statements of Income for the Years Ended December 31, 2001, 2000, and 1999 F-4
Statements of Partners' Capital for the Years Ended December 31, 2001, 2000, and 1999 F-5
Statements of Cash Flows for the Years Ended December 31, 2001, 2000, and 1999 F-6
Notes to Financial Statements for December 31, 2001, 2000, and 1999 F-7
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, 2001 and 2000 and
the related statements of income, partners' capital, and cash flows for each of
the three years in the period ended December 31, 2001. 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, 2001 and 2000 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 25, 2002
F-2
WELLS REAL ESTATE FUND X, L.P.
(A Georgia Public Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
ASSETS
2001 2000
----------------- --------------
INVESTMENT IN JOINT VENTURES $ 19,961,284 $ 20,704,957
CASH AND CASH EQUIVALENTS 201,387 227,034
ACCOUNTS RECEIVABLE 0 1,685
DUE FROM AFFILIATES 560,976 574,852
DEFERRED PROJECT COSTS 15,088 15,088
----------------- --------------
Total assets $ 20,738,735 $ 21,523,616
================= ==============
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES:
Accounts payable $ 10,645 $ 13,574
Partnership distributions payable 564,678 559,875
----------------- --------------
Total liabilities 575,323 573,449
----------------- --------------
COMMITMENTS AND CONTINGENCIES (Note 8)
PARTNERS' CAPITAL:
Limited partners:
Class A--2,316,618 units and 2,239,501 units as of December 31, 2001
and 2000, respectively 19,132,021 19,104,274
Class B--396,273 units and 473,390 units of December 31, 2001 and
2000, respectively 1,031,391 1,845,893
----------------- --------------
Total partners' capital 20,163,412 20,950,167
----------------- --------------
Total liabilities and partners' capital $ 20,738,735 $ 21,523,616
================= ==============
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, 2001, 2000, AND 1999
2001 2000 1999
--------------- -------------- --------------
REVENUES:
Equity in income of joint ventures $ 1,549,588 $ 1,547,664 $ 1,309,281
Interest income 9,438 9,854 0
--------------- -------------- --------------
1,559,026 1,557,518 1,309,281
--------------- -------------- --------------
EXPENSES:
Partnership administration 78,949 50,042 63,403
Legal and accounting 16,288 19,423 24,439
Amortization of organizational costs 0 0 18,750
Computer costs 13,940 11,873 10,371
--------------- -------------- --------------
109,177 81,338 116,963
--------------- -------------- --------------
NET INCOME $ 1,449,849 $ 1,476,180 $ 1,192,318
=============== ============== ==============
NET INCOME ALLOCATED TO CLASS A LIMITED $ 2,264,351 $ 2,292,724 $ 2,084,229
PARTNERS =============== ============== ==============
NET LOSS ALLOCATED TO CLASS B LIMITED $ (814,502) $ (816,544) $ (891,911)
PARTNERS =============== ============== ==============
NET INCOME PER WEIGHTED AVERAGE CLASS A $ 0.99 $ 1.04 $ 0.97
LIMITED PARTNER UNIT =============== ============== ==============
NET LOSS PER WEIGHTED AVERAGE CLASS B $ (1.88) $ (1.59) $ (1.60)
LIMITED PARTNER UNIT =============== ============== ==============
DISTRIBUTION PER WEIGHTED AVERAGE $ 0.98 $ 0.97 $ 0.95
CLASS A LIMITED PARTNER UNIT =============== ============== ==============
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, 2001, 2000, AND 1999
Limited Partners Total
-----------------------------------------------
Class A Class B Partners'
----------------------- ----------------------
Units Amount Units Amount Capital
---------- ------------ ---------- ------------ ------------
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
Net income (loss) 0 2,264,351 0 (814,502) 1,449,849
Partnership distributions 0 (2,236,604) 0 0 (2,236,604)
Class B conversions 77,117 0 (77,117) 0 0
---------- ------------ ---------- ------------ ------------
BALANCE, December 31, 2001 2,316,618 $19,132,021 396,273 $1,031,391 $20,163,412
========== ============ ========== ============ ============
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, 2001, 2000, AND 1999
2001 2000 1999
------------- ------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,449,849 $ 1,476,180 $ 1,192,318
------------- ------------- -------------
Adjustments to reconcile net income to net cash used in
operating activities:
Equity in income of joint ventures (1,549,588) (1,547,664) (1,309,281)
Amortization of organizational costs 0 0 18,750
Changes in assets and liabilities:
Accounts receivable 1,685 (1,685) 0
Prepaid expenses and other assets 0 0 1,851
Accounts payable (2,929) 13,574 (3,500)
------------- ------------- -------------
Total adjustments (1,550,832) (1,535,775) (1,292,180)
------------- ------------- -------------
Net cash used in operating activities (100,983) (59,595) (99,862)
------------- ------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in joint ventures 0 (81,022) 0
Distributions received from joint ventures 2,307,137 2,192,397 2,175,915
------------- ------------- -------------
Net cash provided by investing activities 2,307,137 2,111,375 2,175,915
------------- ------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners from accumulated earnings (2,231,801) (2,103,260) (2,067,801)
------------- ------------- -------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (25,647) (51,480) 8,252
CASH AND CASH EQUIVALENTS, beginning of year 227,034 278,514 270,262
------------- ------------- -------------
CASH AND CASH EQUIVALENTS, end of year $ 201,387 $ 227,034 $ 278,514
============= ============= =============
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Deferred project costs contributed to joint ventures $ 0 $ 3,275 0
============= ============= =============
The accompanying notes are an integral part of these statements.
F-6
WELLS REAL ESTATE FUND X, L.P.
(A Georgia Public Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001, 2000, AND 1999
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 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) add or remove a general
partner, (d) dissolve the Partnership, and (e) approve a sale of all or
substantially all of the Partnership's 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, are
currently under development or construction, are newly constructed, or
which have operating histories. The Partnership commenced operations as
of February 4, 1997.
The Partnership owns an 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 office and warehouse building
in Ogden, Utah (the "Iomega Building"), and (v) a one-story office
building in Oklahoma City, Oklahoma (the "Avaya Building," formerly the
"Lucent Technologies Building").
The Partnership also owns interests in the following two properties
through its investment in Fund X and XI Associates: (i) a one-story
office and warehouse building in Fountain Valley, California (the "Cort
Building"), and (ii) a two-story manufacturing and office building in
Fremont, California (the "Fairchild Building").
F-7
USE OF ESTIMATES AND FACTORS AFFECTING THE PARTNERSHIP
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
The carrying values of real estate are based on management's current
intent to hold the real estate assets as long-term investments. The
success of the Partnership's future operations and the ability to
realize the investment in its assets will be dependent on the
Partnership's ability to maintain rental rates, occupancy, and an
appropriate level of operating expenses in future years. Management
believes that the steps it is taking will enable the Partnership to
realize its investment in its assets.
INCOME TAXES
The Partnership is not subject to federal or state income taxes;
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 his/her 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
F-8
general partners until they have received distributions equal to
20% of the sum of any such excess limited partner distributions
plus distributions made to the general partners pursuant to this
provision
. Thereafter, 80% to the limited partners on a per unit basis and
20% to the general partners
ALLOCATION OF NET INCOME, NET LOSS, AND GAIN ON SALE
Net income is defined as net income recognized by the Partnership,
excluding deductions for depreciation and amortization. Net income, as
defined, of the Partnership will be allocated each year in the same
proportion that net cash from operations is distributed to the
partners. To the extent the Partnership's net income in any year
exceeds net cash from operations, it will be allocated 99% to the
limited partners holding Class A units and 1% to the general partners.
Net loss, depreciation, and amortization deductions for each fiscal
year will be allocated as follows: (a) 99% to the limited partners
holding Class B units and 1% to the general partners until their
capital accounts are reduced to zero, (b) then to any partner having a
positive balance in his/her 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 investments in joint
ventures are 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 expenditures 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, 2001 or 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.
F-9
REVENUE RECOGNITION
All leases on real estate assets held by the joint ventures are
classified as operating leases, and the related rental income is
recognized on a straight-line basis over the terms of the
respective leases.
PARTNERS' DISTRIBUTIONS AND ALLOCATIONS OF PROFIT AND LOSS
Cash available for distribution and allocations of profit and
loss to the Partnership by the joint ventures are made in
accordance with the terms of the individual joint venture
agreements. Generally, these items are allocated in proportion
to the partners' respective ownership interests. Cash is paid
from the joint ventures to the Partnership on a quarterly basis.
DEFERRED LEASE ACQUISITION COSTS
Costs incurred to procure operating leases are capitalized and
amortized on a straight-line basis over the terms of the related
leases. Deferred lease acquisition costs are included in prepaid
expenses and other assets, net, in the balance sheets presented
in Note 4.
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, 2001 and 2000 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,
2001 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,
2001 and 2000 represent fees not yet applied to properties.
F-10
3. RELATED-PARTY TRANSACTIONS
Due from affiliates at December 31, 2001 and 2000 represents the
Partnership's share of cash to be distributed from its joint venture
investments for the fourth quarter of 2001 and 2000 as follows:
2001 2000
----------- -----------
Fund IX, X, XI, and REIT Joint Venture $469,757 $488,573
Fund X and XI Associates 91,219 86,279
----------- -----------
$560,976 $574,852
=========== ===========
The Partnership entered into a property management and leasing
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 $156,710, $163,690,
and $132,731 for the years ended December 31, 2001, 2000, and 1999,
respectively.
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.
4. INVESTMENT IN JOINT VENTURES
The Partnership's investment and percentage ownership in joint ventures
at December 31, 2001 and 2000 is summarized as follows:
2001 2000
--------------------- ---------------------
Amount Percent Amount Percent
---------- ---------- ---------- ---------
Fund IX, X, XI, and REIT Joint Venture $16,803,586 48% $17,445,277 48%
Fund X and XI Associates 3,157,698 58 3,259,680 58
------------ -------------
$19,961,284 $20,704,957
============ =============
F-11
The following is a roll forward of the Partnership's investment in
joint ventures for the years ended December 31, 2001 and 2000:
2001 2000
------------- ------------
Investment in joint ventures, beginning of year $20,704,957 $21,341,949
Equity in income of joint ventures 1,549,588 1,547,664
Contributions to joint ventures 0 84,297
Distributions from joint ventures (2,293,261) (2,268,953)
------------- ------------
Investment in joint ventures, end of year $19,961,284 $20,704,957
============= ============
FUND IX, X, XI, AND REIT JOINT VENTURE
On March 20, 1997, the Partnership entered into a joint venture
agreement with Wells Fund IX known as Fund IX and X Associates, which
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
office and warehouse building, known as the Iomega 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 Building to Fund
IX, X, XI, and REIT Joint Venture.
During 1999, Wells Fund IX and Wells Fund XI made additional capital
contributions to the Fund IX, X, XI, and REIT Joint Venture; during
2000, the Partnership and Wells Fund IX made additional capital
contributions to the Fund IX, X, XI, and REIT Joint Venture. Ownership
interests were recomputed accordingly.
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, 2001 and 2000
Assets
2001 2000
--------------- ---------------
Real estate assets, at cost:
Land $ 6,698,020 $ 6,698,020
Building and improvements, less accumulated depreciation of
$5,619,744 in 2001 and $4,203,502 in 2000 27,178,526 28,594,768
---------------- --------------
Total real estate assets, net 33,876,546 35,292,788
Cash and cash equivalents 1,555,917 1,500,044
Accounts receivable 596,050 422,243
Prepaid expenses and other assets, net 439,002 487,276
---------------- --------------
Total assets $36,467,515 $37,702,351
================ ==============
Liabilities and Partners' Capital
Liabilities:
Accounts payable and accrued liabilities $ 620,907 $ 568,517
Refundable security deposits 100,336 99,279
Due to affiliates 13,238 9,595
Partnership distributions payable 966,912 931,151
---------------- --------------
Total liabilities 1,701,393 1,608,542
---------------- --------------
Partners' capital:
Wells Real Estate Fund IX 13,598,505 14,117,803
Wells Real Estate Fund X 16,803,586 17,445,277
Wells Real Estate Fund XI 3,073,671 3,191,093
Wells Operating Partnership, L.P. 1,290,360 1,339,636
---------------- --------------
Total partners' capital 34,766,122 36,093,809
---------------- --------------
Total liabilities and partners' capital $36,467,515 $37,702,351
================ ==============
F-13
THE FUND IX, X, XI, AND REIT JOINT VENTURE
(A Georgia Joint Venture)
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
2001 2000 1999
--------------- -------------- -------------
Revenues:
Rental income $4,174,379 $4,198,388 $3,932,962
Other income 119,828 116,129 61,312
Interest income 50,002 73,676 58,768
--------------- -------------- -------------
4,344,209 4,388,193 4,053,042
--------------- -------------- -------------
Expenses:
Depreciation 1,416,242 1,411,434 1,538,912
Management and leasing fees 357,761 362,774 286,139
Operating costs, net of reimbursements (232,601) (133,505) (34,684)
Property administration expense 91,747 57,924 59,886
Legal and accounting 26,223 20,423 30,545
--------------- -------------- -------------
1,659,372 1,719,050 1,880,798
--------------- -------------- -------------
Net income $2,684,837 $2,669,143 $2,172,244
=============== ============== =============
Net income allocated to Wells Real Estate Fund IX $1,050,156 $1,045,094 $ 850,072
=============== ============== =============
Net income allocated to Wells Real Estate Fund X $1,297,665 $1,288,629 $1,056,316
=============== ============== =============
Net income allocated to Wells Real Estate Fund XI $ 237,367 $ 236,243 $ 184,355
=============== ============== =============
Net income allocated to Wells Operating Partnership, L.P. $ 99,649 $ 99,177 $ 81,501
=============== ============== =============
THE FUND IX, X, XI, AND REIT JOINT VENTURE
(A Georgia Joint Venture)
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
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, 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
Net income 1,050,156 1,297,665 237,367 99,649 2,684,837
Partnership distributions (1,569,454) (1,939,356) (354,789) (148,925) (4,012,524)
-------------- ------------- ------------- ------------- -------------
Balance, December 31, 2001 $13,598,505 $16,803,586 $3,073,671 $1,290,360 $34,766,122
============== ============= ============= ============= =============
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, 2001, 2000, and 1999
2001 2000 1999
--------------- -------------- -------------
Cash flows from operating activities:
Net income $2,684,837 $2,669,143 $2,172,244
--------------- -------------- -------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,416,242 1,411,434 1,538,912
Changes in assets and liabilities:
Accounts receivable (173,807) 132,722 (421,708)
Prepaid expenses and other assets, net 48,274 39,133 (85,281)
Accounts payable and accrued liabilities,
and refundable security deposits 53,447 (37,118) 295,177
Due to affiliates 3,643 3,216 1,973
--------------- -------------- -------------
Total adjustments 1,347,799 1,549,387 1,329,073
--------------- -------------- -------------
Net cash provided by operating activities 4,032,636 4,218,530 3,501,317
--------------- -------------- -------------
Cash flows from investing activities:
Investment in real estate 0 (127,661) (930,401)
--------------- -------------- -------------
Cash flows from financing activities:
Distributions to joint venture partners (3,976,763) (3,868,138) (3,820,491)
Contributions received from partners 0 130,439 1,066,992
--------------- -------------- -------------
Net cash used in financing activities (3,976,763) (3,737,699) (2,753,499)
--------------- -------------- -------------
Net increase (decrease) in cash and cash equivalents 55,873 353,170 (182,583)
Cash and cash equivalents, beginning of year 1,500,044 1,146,874 1,329,457
--------------- -------------- -------------
Cash and cash equivalents, end of year $1,555,917 $1,500,044 $1,146,874
=============== ============== =============
Supplemental disclosure of noncash activities:
Deferred project costs contributed to joint venture $ 0 $ 0 $ 43,024
=============== ============== =============
FUND X AND XI ASSOCIATES
The joint venture, Fund X and XI Associates, was formed on July 15, 1998 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 two-story
manufacturing 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.
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.
F-15
Following are the financial statements for Fund X and XI Associates:
FUND X AND XI ASSOCIATES
(A Georgia Joint Venture)
BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
Assets
2001 2000
-------------- ------------
Investment in joint ventures $5,443,159 $5,618,953
Due from affiliates 155,826 149,218
-------------- ------------
Total assets $5,598,985 $5,768,171
============== ============
Liabilities and Partners' Capital
Liabilities:
Partnership distributions payable $ 155,826 $ 149,218
-------------- ------------
Partners' capital:
Wells Real Estate Fund X 3,157,698 3,259,680
Wells Real Estate Fund XI 2,285,461 2,359,273
-------------- ------------
Total partners' capital 5,443,159 5,618,953
-------------- ------------
Total liabilities and partners' capital $ 5,598,985 $5,768,171
============== ============
FUND X AND XI ASSOCIATES
(A Georgia Joint Venture)
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
2001 2000 1999
----------- ------------ ------------
Equity in income of joint ventures $434,257 $447,193 $436,158
Expenses 0 0 0
----------- ------------ ------------
Net income $434,257 $447,193 $436,158
=========== ============ ============
Net income allocated to Wells Real Estate Fund X $251,923 $259,034 $252,966
=========== ============ ============
Net income allocated to Wells Real Estate Fund XI $182,334 $188,159 $183,192
=========== ============ ============
F-16
FUND X AND XI ASSOCIATES
(A Georgia Joint Venture)
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
Wells Real Wells Real Total
Estate Estate Partners'
Fund X Fund XI Capital
------------- --------------- -------------
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
Net income 251,923 182,334 434,257
Partnership distributions (353,905) (256,146) (610,051)
------------- --------------- -------------
Balance, December 31, 2001 $3,157,698 $2,285,461 $5,443,159
============= =============== =============
FUND X AND XI ASSOCIATES
(A Georgia Joint Venture)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
2001 2000 1999
------------- ------------- -----------
Cash flows from operating activities:
Net income $434,257 $477,193 $436,158
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in income of joint ventures (434,257) (477,193) (436,158)
------------- ------------- -----------
Net cash provided by operating activities 0 0 0
Cash flows from investing activities:
Distributions received from joint ventures 603,443 581,936 572,285
Cash flows from financing activities:
Distributions to joint venture partners (603,443) (581,936) (572,285)
------------- ------------- -----------
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
============= ============= ===========
Fund X and XI Associates' investment and percentage ownership in joint ventures
at December 31, 2001 and 2000 are summarized as follows:
2001 2000
---------------------- --------------------
Amount Percent Amount Percent
--------- ---------- ---------- --------
Wells/Orange County Associates $3,534,638 56% $3,647,758 56%
Wells/Fremont Associates 1,908,521 22 1,971,195 22
---------- ----------
$5,443,159 $5,618,953
========== ==========
F-17
The following is a roll forward of Fund X and XI Associates' investment in the
joint ventures for the years ended December 31, 2001 and 2000:
2001 2000
------------- -----------
Investment in joint venture, beginning of year $5,618,953 $5,760,615
Equity in income of joint venture 434,257 447,193
Distributions from joint venture (610,051) (588,855)
------------- -----------
Investment in joint venture, end of year $5,443,159 $5,618,953
============= ===========
WELLS/ORANGE COUNTY ASSOCIATES
Following are the financial statements for Wells/Orange County Associates:
Wells/Orange County Associates
(A Georgia Joint Venture)
Balance Sheets
December 31, 2001 and 2000
Assets
2001 2000
------------- -------------
Real estate assets, at cost:
Land $2,187,501 $2,187,501
Building, less accumulated depreciation of $651,780 in 2001 and
$465,216 in 2000 4,012,335 4,198,899
------------- -------------
Total real estate assets 6,199,836 6,386,400
Cash and cash equivalents 188,407 119,038
Accounts receivable 80,803 99,154
Prepaid expenses and other assets 9,426 0
------------- -------------
Total assets $6,478,472 $6,604,592
============= =============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 11,792 $ 1,000
Partnership distributions payable 192,042 128,227
------------- -------------
Total liabilities 203,834 129,227
------------- -------------
Partners' capital:
Wells Operating Partnership, L.P. 2,740,000 2,827,607
Fund X and XI Associates 3,534,638 3,647,758
------------- -------------
Total partners' capital 6,274,638 6,475,365
------------- -------------
Total liabilities and partners' capital $6,478,472 $6,604,592
============= =============
F-18
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Income
for the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
----------- ---------- ------------
Revenues:
Rental income $795,528 $795,545 $795,545
Interest income 2,409 0 0
----------- ---------- ------------
797,937 795,545 795,545
----------- ---------- ------------
Expenses:
Depreciation 186,564 186,564 186,565
Management and leasing fees 33,547 30,915 30,360
Operating costs, net of reimbursements 21,855 5,005 22,229
Legal and accounting 9,800 4,100 5,439
----------- ---------- ------------
251,766 226,584 244,593
----------- ---------- ------------
Net income $546,171 $568,961 $550,952
=========== ========== ============
Net income allocated to Wells Operating Partnership, L.P. $238,542 $248,449 $240,585
=========== ========== ============
Net income allocated to Fund X and XI Associates $307,629 $320,512 $310,367
=========== ========== ============
Wells/Orange County Associates
(A Georgia Joint Venture)
Statements of Partners' Capital
for the Years Ended December 31, 2001, 2000, and 1999
Wells
Operating Fund X Total
Partnership, and XI Partners'
L.P. Associates Capital
------------- --------------- ------------
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
Net income 238,542 307,629 546,171
Partnership distributions (326,149) (420,749) (746,898)
------------- --------------- ------------
Balance, December 31, 2001 $2,740,000 $3,534,638 $6,274,638
============= =============== ============
F-19
WELLS/ORANGE COUNTY ASSOCIATES
(A GEORGIA JOINT VENTURE)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
2001 2000 1999
---------- ---------- ----------
Cash flows from operating activities:
Net income $546,171 $568,961 $550,952
---------- ---------- ----------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 186,564 186,564 186,565
Changes in assets and liabilities:
Accounts receivable 18,351 (49,475) (36,556)
Accounts payable 10,792 1,000 (1,550)
Prepaid and other expenses (9,426) 0 0
---------- ---------- ----------
Total adjustments 206,281 138,089 148,459
---------- ---------- ----------
Net cash provided by operating activities 752,452 707,050 699,411
Cash flows from financing activities:
Distributions to partners (683,083) (764,678) (703,640)
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents 69,369 (57,628) (4,229)
Cash and cash equivalents, beginning of year 119,038 176,666 180,895
---------- ---------- ----------
Cash and cash equivalents, end of year $188,407 $119,038 $176,666
========== ========== ==========
F-20
WELLS/FREMONT ASSOCIATES
Following are the financial statements for Wells/Fremont Associates:
WELLS/FREMONT ASSOCIATES
(A GEORGIA JOINT VENTURE)
BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
Assets
2001 2000
------------ ------------
Real estate assets, at cost:
Land $2,219,251 $2,219,251
Building, less accumulated depreciation of $999,301 in 2001 and
$713,773 in 2000 6,138,857 6,424,385
------------ ------------
Total real estate assets 8,358,108 8,643,636
Cash and cash equivalents 203,750 92,564
Accounts receivable 133,801 126,433
------------ ------------
Total assets $8,695,659 $8,862,633
============ ============
Liabilities and Partners' Capital
Liabilities:
Accounts payable $ 1,896 $ 3,016
Due to affiliate 8,030 7,586
Partnership distributions payable 201,854 89,549
------------ ------------
Total liabilities 211,780 100,151
------------ ------------
Partners' capital:
Wells Operating Partnership, L.P. 6,575,358 6,791,287
Fund X and XI Associates 1,908,521 1,971,195
------------ ------------
Total partners' capital 8,483,879 8,762,482
------------ ------------
Total liabilities and partners' capital $8,695,659 $8,862,633
============ ============
F-21
WELLS/FREMONT ASSOCIATES
(A Georgia Joint Venture)
STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
2001 2000 1999
---------- ---------- ----------
Revenues:
Rental income $902,945 $902,946 $902,946
Interest income 2,713 0 0
Other income 2,015 0 0
---------- ---------- ----------
907,673 902,946 902,946
---------- ---------- ----------
Expenses:
Depreciation 285,528 285,527 285,526
Management and leasing fees 36,267 36,787 37,355
Operating costs, net of reimbursements 16,585 13,199 16,006
Legal and accounting 6,400 4,300 4,885
---------- ---------- ----------
344,780 339,813 343,772
---------- ---------- ----------
Net income $562,893 $563,133 $559,174
========== ========== ==========
Net income allocated to Wells Operating Partnership, L.P. $436,265 $436,452 $433,383
========== ========== ===========
Net income allocated to Fund X and XI Associates $126,628 $126,681 $125,791
========== ========== ===========
WELLS/FREMONT ASSOCIATES
(A Georgia Joint Venture)
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
Wells
Operating Fund X Total
Partnership, and XI Partners'
L.P. Associates Capital
-------------- --------------- -------------
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
Net income 436,265 126,628 562,893
Partnership distributions (652,194) (189,302) (841,496)
-------------- --------------- -------------
Balance, December 31, 2001 $6,575,358 $1,908,521 $8,483,879
============== =============== =============
F-22
WELLS/FREMONT ASSOCIATES
(A Georgia Joint Venture)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2001, 2000, AND 1999
2001 2000 1999
----------- ------------ ------------
Cash flows from operating activities:
Net income $562,893 $563,133 $559,174
----------- ------------ ------------
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation 285,528 285,527 285,526
Changes in assets and liabilities:
Accounts receivable (7,368) (33,454) (58,237)
Accounts payable (1,120) 1,001 (1,550)
Due to affiliate 444 2,007 3,527
----------- ------------ ------------
Total adjustments 277,484 255,081 229,266
----------- ------------ ------------
Net cash provided by operating activities 840,377 818,214 788,440
Cash flows from financing activities:
Distributions to partners (729,191) (914,662) (791,940)
----------- ------------ ------------
Net increase (decrease) in cash and cash equivalents 111,186 (96,448) (3,500)
Cash and cash equivalents, beginning of year 92,564 189,012 192,512
----------- ------------ ------------
Cash and cash equivalents, end of year $203,750 $ 92,564 $189,012
=========== ============ ============
F-23
5. INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL
The Partnership's income tax basis net income for the year ended December 31,
2001, 2000, and 1999 is calculated as follows:
2001 2000 1999
------------- -------------- --------------
Financial statement net income $ 1,449,849 $ 1,476,180 $ 1,192,318
Increase (decrease) in net income resulting from:
Depreciation expense for financial reporting
purposes in excess of amounts for income tax
purposes 317,600 316,285 355,165
Amortization expense for income tax purposes in
excess of amounts for financial reporting
purposes (18,897) (18,897) (18,897)
Rental income accrued for financial reporting
purposes in excess of amounts for income tax
purposes (61,675) (82,590) (80,234)
Expenses capitalized for income tax purposes,
deducted for financial reporting purposes 1,898 1,814 1,419
------------- -------------- --------------
Income tax basis net income $ 1,688,775 $ 1,692,792 $ 1,449,771
============= ============== ==============
The Partnership's income tax basis partners' capital at December 31, 2001, 2000,
and 1999 is computed as follows:
2001 2000 1999
-------------- -------------- ---------------
Financial statement partners' capital $ 20,163,412 $ 20,950,167 $ 21,618,834
Increase (decrease) in partners' capital resulting
from:
Depreciation expense for financial reporting
purposes in excess of amounts for income tax
purposes 1,292,749 975,149 658,864
Accumulated rental income accrued for financial
reporting purposes in excess of amounts for
income tax purposes (284,166) (222,491) (139,901)
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 (75,589) (56,692) (37,795)
Accumulated expenses deducted for financial
reporting purposes, capitalized for income tax
purposes 111,202 109,304 107,490
Partnership's distributions payable 564,678 559,875 518,288
-------------- -------------- ---------------
Income tax basis partners' capital $ 25,810,374 $ 26,353,400 $ 26,763,868
============== ============== ===============
F-24
6. 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, 2001 is as follows:
Year ended December 31:
2002 $ 2,154,272
2003 2,097,037
2004 1,804,300
2005 1,199,200
2006 1,151,081
Thereafter 1,474,754
---------------
$ 9,880,644
===============
Five tenants contributed 22%, 20%, 12%, 11%, and 10% of rental income. In
additional, four tenants will contribute 36%, 20%, 19%, 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, 2001 is as follows:
Year ended December 31:
2002 $ 3,648,769
2003 3,617,432
2004 3,498,472
2005 2,482,815
2006 2,383,190
Thereafter 3,053,321
-----------------
$ 18,683,999
=================
Four tenants contributed 26%, 23%, 13%, and 13% of rental income for the year
ended December 31, 2001. In addition, four tenants will contribute 38%, 21%,
20%, and 17% of future minimum rental income.
The future minimum rental income due Wells/Orange County Associates under
noncancelable operating leases at December 31, 2001 is as follows:
Year ended December 31:
2002 $ 834,888
2003 695,740
2004 0
2005 0
2006 0
Thereafter 0
----------------
$ 1,530,628
================
One tenant contributed 100% of rental income for the year ended December 31,
2001 and will contribute 100% of future minimum rental income.
F-25
The future minimum rental income due Wells/Fremont Associates under
noncancelable operating leases at December 31, 2001 is as follows:
Year ended December 31:
2002 $ 922,444
2003 950,118
2004 894,832
2005 0
2006 0
Thereafter 0
-----------
$2,767,394
===========
One tenant contributed 100% of rental income for the year ended December
31, 2001 and will contribute 100% of future minimum rental income.
7. QUARTERLY RESULTS (UNAUDITED)
Presented below is a summary of the unaudited quarterly financial
information for the years ended December 31, 2001 and 2000:
2001 Quarters Ended
-----------------------------------------------------------
March 31 June 30 September 30 December 31
----------- ----------- -------------- ---------------
Revenues $ 374,487 $ 417,944 $ 392,992 $ 373,603
Net income 354,104 387,220 358,398 350,127
Net income allocated to Class A limited
partners 556,587 589,720 567,282 550,762
Net loss allocated to Class B limited
partners (202,483) (202,500) (208,884) (200,635)
Net income per weighted average
Class A limited partner unit (a) $ 0.25 $ 0.26 $ 0.25 $ 0.24
Net loss per weighted average Class B
limited partner unit (0.44) (0.45) (0.48) (0.51)
Distribution per weighted average
Class A limited partner unit 0.24 0.25 0.24 0.25
(a) The totals of the four quarterly amounts for the year ended
December 31, 2001 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.
F-26
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)
Distribution per weighted average
Class A limited partner unit 0.24 0.24 0.24 0.26
(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.
8. COMMITMENTS AND CONTINGENCIES
Management, after consultation with legal counsel, is not aware of any
significant litigation or claims against the Partnership or Wells
Partners. In the normal course of business, the Partnership or Wells
Partners may become subject to such litigation or claims.
F-27
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)