-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Int3ND6n/5u5A7XOVyoxEMaQd+zzejOAbLtySr3GYnhVgUt8msjjzUFhFYXdbK7B LDUD2a9Zrq8iyzkUYl7x0w== 0000931763-97-001530.txt : 19970918 0000931763-97-001530.hdr.sgml : 19970918 ACCESSION NUMBER: 0000931763-97-001530 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970915 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS REAL ESTATE FUND VI L P CENTRAL INDEX KEY: 0000895334 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 582022628 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-23656 FILM NUMBER: 97680276 BUSINESS ADDRESS: STREET 1: 3885 HOLCOMB BRIDGE RD CITY: NORCROSS STATE: GA ZIP: 30092 BUSINESS PHONE: 4044497800 MAIL ADDRESS: STREET 1: 3885 HOLCOMB BRIDGE ROAD CITY: NORCROSS STATE: GA ZIP: 30092 10-K/A 1 FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark One) [X] Amendment No. 1 to Form 10-K [_] 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, 1996 or ------------------------------------------- [_] Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 [No Fee Required] For the transition period from to -------------------------------------------------- Commission file number 0-23656 ---------------------------------------------------------- Wells Real Estate Fund VI, L.P. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-2022628 - --------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 3885 Holcomb Bridge Road Norcross, Georgia 30092 - -------------------------------------------- ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (770) 449-7800 ------------------------------ Securities registered pursuant to Section 12 (b) of the Act: Title of each class Name of exchange on which registered - ------------------------------- --------------------------------------------- NONE NONE - ------------------------------- --------------------------------------------- Securities registered pursuant to Section 12 (g) of the Act: CLASS A UNITS - -------------------------------------------------------------------------------- (Title of Class) CLASS B UNITS - -------------------------------------------------------------------------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Aggregate market value of the voting stock held by non-affiliates: Not Applicable -------------- The information contained in the Form 10-K of Wells Real Estate Fund VI dated December 31, 1996 (File No. 0-23656) is hereby amended to (i) include the financial statements for the Hartford Property which are contained on pages F-1 through F-9 of this Form 10-K/A and (ii) amend Item 14 of Part IV of the Form 10-K to list the additional financial statements filed in this Amendment. PART IV ITEM 14. Exhibits, Financial Statement Schedules, and Report on Form 8-K - -------------------------------------------------------------------------- Paragraph (a)1. of Item 14 of Part IV of the Form 10-K of Wells Real Estate Fund VI dated December 31, 1996, is hereby amended and restated as follows: "(a)1 Financial Statements Information with respect to this item is contained on Pages F-2 to F-42 of the Annual Report on Form 10-K dated December 31, 1996. See Index to Financial Statements on page F-1 of said Annual Report on Form 10-K. Additional financial statements for the Hartford Property are submitted at the end of this Amendment on Pages F-1 through F-9 of this Amendment to Form 10-K and are hereby incorporated herein by reference. The following Financial Statements are filed as a part of this Amendment: Page ---- Independent Auditors' Report F-2 Balance Sheets for the Hartford F-3 Property dated December 31, 1996 and 1995 Statements of Income for the Hartford F-4 Property for the years ended December 31, 1996, 1995 and 1994 Statements of Partners' Capital for F-5 the Hartford Property for the years ended December 31, 1996, 1995 and 1994 Statements of Cash Flow for the F-6 Hartford Property for the years ended December 31, 1996, 1995 and 1994 Notes to Financial Statements F-7"
2 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 12th day of September, 1997 Wells Real Estate Fund VI, L.P. (Registrant) By: /s/ Leo F. Wells, III ------------------------------ Leo F. Wells, III Individual General Partner and as President 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 - --------- ----- /s/ Leo F. Wells, III Individual General Partner, September 12, 1997 - --------------------- President and Sole Leo F. Wells, III 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. 3 [LOGO OF ARTHUR ANDERSEN LLP APPEARS HERE] The Hartford Building Financial Statements as of December 31, 1996, 1995, and 1994 Together With Auditors' Report REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Wells Real Estate Fund V, L.P. and Wells Real Estate Fund VI, L.P.: We have audited the accompanying balance sheets of THE HARTFORD BUILDING as of December 31, 1996 and 1995 and the related statements of income, partners' capital, and cash flows for each of the three years in the period ended December 31, 1996. These financial statements are the responsibility of the building's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Hartford Building as of December 31, 1996 and 1995 and the results of its operations and its cash flows for each of the three years in the period ended December 31, 1996, in conformity with generally accepted accounting principles. Atlanta, Georgia /s/Arthur Andersen LLP June 26, 1997 F-2 THE HARTFORD BUILDING BALANCE SHEETS DECEMBER 31, 1996 AND 1995 ASSETS 1996 1995 ---------- ---------- REAL ESTATE ASSETS: Land $ 528,042 $ 528,042 Building and improvements, less accumulated depreciation of $668,698 in 1996 and $376,667 in 1995 6,133,743 6,425,774 ---------- ---------- Total real estate assets 6,661,785 6,953,816 CASH 157,443 183,695 DUE FROM AFFILIATES 11,767 0 ACCOUNTS RECEIVABLE 46,348 53,048 ---------- ---------- Total assets $6,877,343 $7,190,559 ========== ========== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES: Payable to joint venture partners $ 171,064 $ 167,566 Due to affiliates 0 18,251 ---------- ---------- Total liabilities 171,064 185,817 ---------- ---------- COMMITMENTS AND CONTINGENCIES (NOTE 4) PARTNERS' CAPITAL: Wells Real Estate Fund V, L.P. 3,466,241 3,608,074 Wells Real Estate Fund VI, L.P. 3,240,038 3,396,668 ---------- ---------- Total partners' capital 6,706,279 7,004,742 ---------- ---------- Total liabilities and partners' capital $6,877,343 $7,190,559 ========== ========== The accompanying notes are an integral part of these balance sheets. THE HARTFORD BUILDING STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
1996 1995 1994 -------- -------- -------- REVENUES: Rental income $717,499 $717,499 $717,499 -------- -------- -------- EXPENSES: Depreciation 292,031 199,551 170,058 Operating costs, net of reimbursements 10,494 14,612 42,598 Management and leasing fees 28,700 28,700 27,554 Legal and accounting 2,044 4,821 15,262 Computer costs 1,410 1,749 2,676 -------- -------- -------- 334,679 249,433 258,148 -------- -------- -------- NET INCOME $382,820 $468,066 $459,351 ======== ======== ======== NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND V, L.P. $181,919 $227,788 $243,653 ======== ======== ======== NET INCOME ALLOCATED TO WELLS REAL ESTATE FUND VI, L.P. $200,901 $240,278 $215,698 ======== ======== ========
The accompanying notes are an integral part of these statements The Hartford Building STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
Wells Real Wells Real Total Estate Estate Partners' Fund V, L.P. Fund VI, L.P. Capital ------------ ------------- ---------- BALANCE, DECEMBER 31, 1993 $3,744,906 $3,551,652 $7,296,558 Net income 243,653 215,698 459,351 Contributions 0 26,867 26,867 Distributions (280,678) (291,372) (572,050) ---------- ---------- ---------- BALANCE, DECEMBER 31, 1994 3,707,881 3,502,845 7,210,726 Net income 227,788 240,278 468,066 Distributions (327,595) (346,455) (674,050) ---------- ---------- ---------- BALANCE, DECEMBER 31, 1995 3,608,074 3,396,668 7,004,742 Net income 181,919 200,901 382,820 Distributions (323,752) (357,531) (681,283) ---------- ---------- ---------- BALANCE, DECEMBER 31, 1996 $3,466,241 $3,240,038 $6,706,279 ========== ========== ==========
The accompanying notes are an integral part of these statements. THE HARTFORD BUILDING STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
1996 1995 1994 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $382,820 $468,066 $459,351 -------- -------- -------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 292,031 199,551 170,058 Changes in assets and liabilities: Accounts receivable 6,700 6,700 (59,749) Due to/from affiliates (30,018) 46,069 (27,818) -------- -------- -------- Total adjustments 268,713 252,320 82,491 -------- -------- -------- Net cash provided by operating activities 651,533 720,386 541,842 -------- -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Investment in real estate 0 0 (25,748) -------- -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Contributions from joint venture partners 0 0 25,748 Distributions to joint venture partners (677,785) (668,436) (410,097) -------- -------- -------- Net cash used in financing activities (677,785) (668,436) (384,349) -------- -------- -------- NET (DECREASE) INCREASE IN CASH (26,252) 51,950 131,745 -------- -------- -------- CASH, BEGINNING OF YEAR 183,695 131,745 0 -------- -------- -------- CASH, END OF YEAR $157,443 $183,695 $131,745 ======== ======== ========
The accompanying notes are an integral part of these statements THE HARTFORD BUILDING NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1996, 1995, AND 1994 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Business The Hartford Building ("Hartford") is a four-story office building located in Southington, Connecticut. The building is owned by Fund V and VI Associates, a joint venture between Wells Real Estate Fund V, L.P. ("Fund V") and Wells Real Estate Fund VI, L.P. ("Fund VI"). Fund V owns 47%, 48%, and 52% of Hartford and Fund VI owns 53%, 52% and 48% of Hartford at December 31, 1996, 1995, and 1994, respectively. Allocation of net income (loss) and distributions are made in accordance with ownership percentages. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes Hartford is not deemed to be a taxable entity for federal income tax purposes. Real Estate Assets Real estate assets are stated at cost, less accumulated depreciation. Major improvements and betterments are capitalized when they extend the useful life of the related asset. All repairs and maintenance are expensed as incurred. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of," which was effective for fiscal years beginning after December 15, 1995. SFAS No. 121 establishes standards for determining when impairment losses on long-lived assets have occurred and how impairment losses should be measured. Hartford adopted SFAS No. 121 effective January 1, 1995. The impact of adopting SFAS No. 121 was not material to the financial statements of Hartford. Management continually monitors events and changes in circumstances which could indicate that carrying amounts of real estate assets may not be recoverable. When events - 2 - or changes in circumstances are present which indicate that the carrying amount of real estate assets may not be recoverable, management assesses the recoverability of real estate assets under SFAS No. 121 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 the Hartford real estate assets as of December 31, 1996. Depreciation is calculated using the straight-line method over the estimated useful lives of the real estate assets. Effective October 1, 1995, Hartford revised its estimate of the useful lives of buildings and improvements from 40 to 25 years. This change was made to better reflect the estimated periods during which such assets will remain in service. The change had the effect of increasing depreciation expense approximately $29,487 in the fourth quarter of 1995 and $121,970 in the year ended December 31, 1996. Revenue Recognition The lease on the Hartford real estate assets is classified as an operating lease, and the related rental income is recognized on a straight-line basis over the terms of the lease. 2. RENTAL INCOME The future minimum rental income due Hartford under noncancelable operating leases at December 31, 1996 is as follows:
Year ending December 31: 1997 $ 724,200 1998 724,200 1999 724,200 2000 724,200 2001 724,200 Thereafter 1,388,050 ---------- $5,009,050 ==========
One tenant contributed 100% of rental income for the year ended December 31, 1996 and represents 100% of the future minimum rental income above. 3. RELATED-PARTY TRANSACTIONS Hartford entered into a property management agreement with Wells Management Company, Inc. ("Wells Management"), an affiliate of Hartford. In consideration for supervising the management of Hartford, Hartford 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 -----END PRIVACY-ENHANCED MESSAGE-----