-----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, WSgTd7pJ0EqfuH2vYt1kJcMIsP7+4bN8gYb8xdVOKyQuuqYQNEBQIDzsCny+YP98 C8pQHPtYEY1N+A35tMTfjA== 0000931763-98-000712.txt : 19980326 0000931763-98-000712.hdr.sgml : 19980326 ACCESSION NUMBER: 0000931763-98-000712 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980325 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WELLS REAL ESTATE FUND VII L P CENTRAL INDEX KEY: 0000895347 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] IRS NUMBER: 582022629 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 000-25606 FILM NUMBER: 98573112 BUSINESS ADDRESS: STREET 1: 3385 HOLCOMB BRIDGE ROAD 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 1 FORM 10-K 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, 1997 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 0-25606 -------------------------------------------------------- Wells Real Estate Fund VII, L.P. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Georgia 58-2022629 - ------------------------------- --------------------------------------- (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 ------------------- PART I ITEM 1. BUSINESS - --------- -------- General - ------- Wells Real Estate Fund VII, L.P. (the "Partnership"), is a Georgia public limited partnership organized on December 1, 1992, under the laws of the state of Georgia, having Leo F. Wells, III and Wells Partners, L.P., a Georgia non- public partnership as general partners. The Partnership was formed on December 1, 1992, for the purpose of acquiring, developing, owning, operating, improving, leasing, and otherwise managing for investment purposes income-producing commercial properties. On April 5, 1994, the Partnership commenced an offering of up to $25,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement on Form S-11 filed under the Securities Act of 1933. The Partnership did not commence active operations until it received and accepted subscriptions for a minimum of 125,000 units on April 26, 1994. The Partnership terminated its offering on January 5, 1995, and received gross proceeds of $24,180,174 representing subscriptions from 1910 Limited Partners, composed of two classes of limited partnership interests, Class A and Class B limited partnership units. The Partnership owns interests in properties through ownership in the following joint ventures: (i) Fund V, Fund VI, Fund VII Associates, a joint venture among the Partnership, Wells Real Estate Fund V, L.P., and Wells Real Estate Fund VI, L.P. ("Fund V-VI-VII Joint Venture"); (ii) Fund VI and Fund VII Associates, a joint venture between the Partnership and Wells Real Estate Fund VI, L.P. ("Fund VI-Fund VII Joint Venture"); (iii) Fund II, III, VI and VII Associates, a joint venture among the Partnership, Wells Fund II-III Joint Venture and Wells Real Estate Fund VI, L.P (the "Fund II-III-VI-VII Joint Venture"); (iv) Fund VII and Fund VIII Associates, a joint venture between the Partnership and Wells Real Estate Fund VIII, L.P. ("Fund VII-Fund VIII Joint Venture"); (v) Fund VI, Fund VII and Fund VIII Associates, a joint venture among the Partnership, Wells Real Estate Fund VI, L.P., and Wells Real Estate Fund VIII, L.P. (the "Fund VI-VII- VIII Joint Venture"); and (vi) Fund I, II, II-OW, VI, VII Associates, a joint venture among the Partnership, Wells Real Estate Fund I, the Fund II and Fund II-OW Joint Venture and Wells Real Estate Fund VI, L.P. (the "Fund I, II, II-OW, VI, VII Joint Venture"). As of December 31, 1997, the Partnership owned interests in the following properties through its ownership of the foregoing joint ventures: (i) a three- story office building located in Appleton, Wisconsin (the "Marathon Building"); (ii) two retail buildings located in Stockbridge, Georgia ("Stockbridge Village III") and a retail shopping center expansion in Stockbridge, Georgia ("Stockbridge Village I Expansion"); (iii) an office/retail center located in Roswell, Georgia ("Holcomb Bridge Road"); (iv) a retail center located in Stockbridge, Georgia ("the Hannover Center"); (v) a four-story office building located in Jacksonville, Florida ("BellSouth"); (vi) an office building located in Gainesville, Florida ("CH2M Hill"); (vii) a retail center in Winston-Salem, North Carolina ("Tanglewood Commons"); and (viii) a retail center located in Cherokee County, Georgia ("Cherokee Commons"). 2 EMPLOYEES - --------- The Partnership has no direct employees. The employees of Wells Capital, Inc., the sole general partner of Wells Partners, L.P., a General Partner, perform a full range of real estate services including leasing and property management, accounting, asset management and investor relations for the Partnership. See Item 11 - "Compensation of General Partners and Affiliates," for a summary of the fees paid to the General Partners and their affiliates during the fiscal year ended December 31, 1997. INSURANCE - --------- Wells Management Company, Inc., an affiliate of the General Partner, carries comprehensive liability and extended coverage with respect to all the properties owned directly or indirectly by the Partnership. In the opinion of management of the registrant, the properties are adequately insured. COMPETITION - ----------- The Partnership will experience competition for tenants from owners and managers of competing projects which may include the general partners and their affiliates. As a result, the Partnership may be required to provide free rent, reduced charges for tenant improvements and other inducements, all of which may have an adverse impact on results of operations. At the time the Partnership elects to dispose of its properties, the Partnership will also be in competition with sellers of similar properties to locate suitable purchasers for its properties. ITEM 2. PROPERTIES. - ------------------- The Partnership owns interests in nine properties through its ownership in joint ventures of which three are office buildings and six are retail centers. The Partnership does not have control over the operations of the joint ventures, however, it does exercise significant influence. Accordingly, investment in joint ventures is recorded on the equity method. As of December 31, 1997, the properties had an occupancy rate of 87.96%. As of December 31, 1996, the seven properties that were in operation had an occupancy rate of 89.2%. As of December 31, 1995, the four properties that were in operation had an occupancy rate of 89.6%. 3 The following table shows lease expirations during each of the next ten years for all leases as of December 31, 1997, assuming no exercise of renewal options or termination rights:
Partnership's Percentage Share of Percentage of Total Year of Number of Annualized Annualized of Total Annualized Lease Leases Square Feet Gross Base Gross Base Square Feet Gross Base Expiration Expiring Expiring Rent (1) Rent Expiring Rent - ------------------------------------------------------------------------------------------------------ 1998 3 4,200 45,997 4,926 1.17% 0.91% 1999 10 15,847 201,651 82,182 4.42% 3.98% 2000 7 17,473 263,231 111,756 4.88% 5.20% 2001 11 43,177 685,492 273,275 12.05% 13.53% 2002 19 37,003 577,451 254,238 10.33% 11.40% 2003 2 2,450 38,820 12,966 0.68% 0.77% 2004 1 5,600 87,120 29,098 1.56% 1.72% 2005 (2) 3 67,479 718,989 309,667 18.84% 14.20% 2006 (3) 5 161,379 2,399,130 917,207 45.05% 47.37% 2007 1 3,600 46,793 5,012 1.01% 0.92% - ------------------------------------------------------------------------------------------------------ 62 358,208 $5,064,674 $2,000,327 100.00% 100.00%
(1) Average monthly gross rent over the life of the lease, annualized. (2) Primarily expiration of CH2M Hill lease, Gainesville, Florida. (3) Reflects expirations of Marathon Building, BellSouth, and Bertucci's. The following describes the properties in which the Partnership owned an interest as of December 31, 1997: FUND V-VI-VII JOINT VENTURE - --------------------------- On September 8, 1994, the Partnership, Wells Real Estate Fund V, L.P. ("Wells Fund V") and Wells Real Estate Fund VI, L.P. ("Wells Fund VI"), both of which are Georgia public limited partnerships affiliated with the Partnership through common general partners, entered into a Joint Venture Agreement known as Fund V, Fund VI and Fund VII Associates (the "Fund V-VI-VII Joint Venture"). The investment objectives of Wells Fund V and Wells Fund VI are substantially identical to those of the Partnership. The Partnership owns a 42% interest in the following property through the Fund V-VI-VII Joint Venture: The Marathon Building - --------------------- On September 16, 1994, the Fund V-VI-VII Joint Venture purchased a three-story office building for a purchase price of $8,250,000, excluding acquisition costs, containing approximately 76,000 rentable square feet, located on approximately 6.2 acres of land in Appleton, Wisconsin (the "Marathon Building"). The funds used by the Fund V-VI-VII Joint Venture to acquire the Marathon Building were derived from capital contributions made by the Partnership, Wells Fund V and Wells Fund VI totaling $3,470,958, $1,337,505, and $3,470,958, respectively, for total contributions to the Fund V-VI-VII Joint Venture of $8,279,421 including 4 acquisition costs. The Partnership owns an approximately 42% equity interest in the Fund V-VI-VII Joint Venture. The entire Marathon Building is leased to Jaakko Poyry Fluor Daniel for a period of twelve years, three and one-half months, with options to renew the lease for two additional five-year periods. The annual base rent is $910,000. The current lease expires on December 31, 2006. The lease agreement is a net lease in that the tenant is responsible for the operational expenses including real estate taxes. The occupancy rate at the Marathon Building was 100% for 1997, 1996, 1995, and the last three and one-half months of 1994. The average annual rental per square foot in the Marathon Building was $12.74 for 1997, and $12.78 for 1996 and 1995. FUND VI - FUND VII JOINT VENTURE - -------------------------------- On December 9, 1994, the Partnership and Wells Fund VI entered into a Joint Venture Agreement known as Fund VI and Fund VII Associates ("Fund VI-Fund VII Joint Venture"). As of December 31, 1997, the Partnership contributed $3,367,483 and Wells Fund VI had contributed $2,483,285, including its cost to acquire land, to the Fund VI-Fund VII Joint Venture for the acquisition and development of the Stockbridge Village III and the Stockbridge Village I Expansion. As of December 31, 1997, the Partnership's equity interest in the Fund VI-VII Joint Venture was approximately 57.5%, and Wells Fund VI's equity interest in the Fund VI-VII Joint Venture was approximately 42.5%. The Partnership owns interests in the following two properties through the Fund VI-Fund VII Joint Venture: Stockbridge Village III - ----------------------- In April 1994, Wells Fund VI purchased 3.27 acres of real property located on the north side of Georgia State Route 138 at Mt. Zion Road, Clayton County, Georgia for a cost of $1,015,673. This tract of land is located directly across Route 138 from the Stockbridge Village Shopping Center which was developed and is owned by an affiliate of the Partnership. On December 9, 1994, Wells Fund VI contributed the property as a capital contribution to the Fund VI - Fund VII Joint Venture. As of December 31, 1997, the Partnership had contributed $1,917,483, and Wells Fund VI had contributed $1,033,285 to the Fund VI-Fund VII Joint Venture for the acquisition and development of the Stockbridge Village III Property. As of December 31, 1997, the Partnership's equity interest in the Fund VI-Fund VII Joint Venture was approximately 57.5%, and Wells Fund VI's equity interest in the Fund VI-Fund VII Joint Venture was approximately 42.5%. Kenny Rogers Roasters is a 3,200 square foot restaurant which was completed in March 1995, at a cost of approximately $400,000 excluding land. The term of the lease is for nine years and eleven months commencing March 1, 1995. The initial annual base rent payable is $82,320. In the fifth year, the annual base rent payable increases to $87,600. 5 Construction began in January, 1995, on a second out-parcel building containing approximately 15,000 square feet for approximately $1,500,000 excluding land. Construction was substantially completed in October, 1995. In October, 1995, Damon's Clubhouse occupied 6,500 square feet. The term of the lease is for nine years and eleven months commencing October, 1995. The initial annual base rent is $102,375 through March, 2001 and $115,375 thereafter. The occupancy rate at year end at the Stockbridge Village III Project was 100% in 1997, 87% in 1996 and 71% in 1995, the first year of occupancy. The average effective annual rental per square foot at the Stockbridge Village III Project was $15.67 for 1997, $14.15 for 1996 and $4.85 for the partial year of occupancy in 1995. Stockbridge Village I Expansion - ------------------------------- On June 7, 1995, the Fund VI-Fund VII Joint Venture purchased 3.38 acres of real property located in Clayton County, Georgia for a total price of approximately $718,000. The Stockbridge Village I Expansion consists of a multi-tenant shopping center containing approximately 29,000 square feet. Construction was substantially complete in April, 1996, with Cici's Pizza occupying a 4,000 square foot restaurant. The term of the lease is for 9 years and 11 months commencing in April, 1996. The initial annual base rent is $48,000. In the third year, the annual base rent increases to $50,000, in the sixth year to $52,000, and in the ninth year to $56,000. Ten additional tenants have occupied 17,600 square feet at the property in 1996 and 1997. Negotiations are being conducted to lease the remaining space. As of December 31, 1997, the Partnership contributed a total of $1,450,000, and Wells Fund VI had contributed a total of $1,450,000, for a total contribution of approximately $2,900,000 toward the development and construction of the Stockbridge Village I Expansion. The occupancy rate at the Stockbridge Village 1 Expansion was 74% for 1997, and 36% for 1996, the first year of occupancy. The average effective annual rental per square foot was $6.82 for 1997 and $2.69 for 1996. FUND II-III-VI-VII JOINT VENTURE/HOLCOMB BRIDGE ROAD PROPERTY - ------------------------------------------------------------- On January 10, 1995, the Partnership, Fund II-Fund III Joint Venture, and Wells Fund VI entered into a Joint Venture Agreement known as Fund II, III, VI and VII Associates ("Fund II-III-VI-VII Joint Venture"). The Fund II-Fund III Joint Venture is a joint venture between Wells Real Estate Fund III, L.P., a Georgia public limited partnership having Leo F. Wells, III and Wells Capital, Inc. as general partners, and an existing joint venture (the "Fund II-Fund II-OW Joint Venture") formed by Wells Real Estate Fund II ("Wells Fund II"), a Georgia public limited partnership having Leo F. Wells, III and Wells Capital, Inc. as general partners, and Wells Real Estate Fund II-OW ("Wells Fund II-OW"), a Georgia public limited partnership having Leo F. Wells, III and Wells Capital, Inc. as general partners. The investment objectives of Wells Fund II, Wells Fund II-OW, Wells Fund III and Wells Fund VI are substantially identical to those of the Partnership. 6 In January 1995, the Fund II-Fund III Joint Venture contributed to the Fund II- III-VI-VII Joint Venture approximately 4.3 acres of land at the intersection of Warsaw Road and Holcomb Bridge Road in Roswell, Fulton County, Georgia (the "Holcomb Bridge Road Property") including land improvements. Development is substantially complete on two buildings containing a total of approximately 49,500 square feet. Fourteen tenants occupied the Holcomb Bridge Road Property as of December 31, 1997, for an occupancy rate of 94%. The average effective annual rental was $13.71 for 1997, and $9.87 per square foot for 1996. As of December 31, 1997, Fund II - Fund III Joint Venture had contributed $1,729,116 in land and improvements for an equity interest of approximately 24.2%, Wells Fund VI had contributed $1,812,579 for an equity interest of approximately 26.9%, and the Partnership had contributed $3,335,121 for an equity interest of approximately 48.9%. The total cost to develop the Holcomb Bridge Road Property is currently estimated to be approximately $5,214,000, excluding land. It is anticipated that the remaining cost of approximately $66,000 will be funded from reserves of Wells Fund VI and the Partnership, which have reserved sufficient funds for this purpose. FUND VII - FUND VIII JOINT VENTURE - ---------------------------------- On February 10, 1995, the Partnership and Wells Real Estate Fund VIII, L.P. ("Wells Fund VIII"), a Georgia public limited partnership affiliated with the Partnership through common general partners, entered into a Joint Venture Agreement known as Fund VII and Fund VIII Associates (the "Fund VII- Fund VIII Joint Venture"). The investment objectives of Wells Fund VIII are substantially identical to those of the Partnership. The Partnership holds an approximate 38% equity interest and Wells Fund VIII holds an approximate 62% equity interest in the Fund VII-Fund VIII Joint Venture which owns and operates an office building and a retail/office building as described below. As of December 31, 1997, the Partnership had contributed $2,448,924 and Wells Fund VIII had contributed $4,002,732 for a total cost of $6,451,656 to the Fund VII - Fund VIII Joint Venture for the acquisition and development of the property. Although the ultimate percentages of ownership have not yet been finalized, it is currently anticipated that the remaining costs of approximately $130,000 in the Gainesville Property and $76,000 in the Hannover Property will be contributed by Wells Fund VIII, in which event, upon completion, the Partnership will own an approximately 37% equity interest in the Fund VII - Fund VIII Joint Venture. Wells Fund VIII has reserved sufficient funds from Limited Partners' contributions for this purpose. The Hannover Property - --------------------- On April 1, 1996, the Partnership contributed 1.01 acres of land located in Clayton County, Georgia, and improvements thereon, valued at $512,000, to the Fund VII-Fund VIII Joint Venture for the development of a 12,040 square foot, single story combination retail/office building. As of December 31, 1997, the Partnership had funded approximately $1,412,001 for the development of the Hannover property, in addition to the cost of the land, and Wells Fund VIII had contributed $150,000 to the joint venture for the development of the property. The total cost to develop this property, including land, is estimated to be 7 approximately $1,638,000, and Wells Fund VIII has reserved the remaining approximately $76,000 to complete the development. A nine year, eleven month lease has been signed with Moovies, Inc., a video sale and rental store, to occupy 6,020 square feet. The annual base rent for the initial term of 36 months is $93,310, for the second term of 36 months, $102,340, for the third term of 36 months, $111,370, and the final term of eleven months, $110,367. The lease provides for two five year extensions at market rate. The tenant, which provided its own build-out from the existing shell, moved into the building and opened for business September 22, 1996. The lease will expire in 2006. The average effective annual rental per square foot at the Hannover Property was $8.92 for 1997 and $8.14 for 1996, the first year of occupancy. The occupancy rate for the years ended December 31, 1997 and 1996 was 50%. CH2M Hill at Gainesville - ------------------------ The Partnership made an initial contribution to the Fund VII - Fund VIII Joint Venture of $677,534, which constituted the total purchase price and all other acquisition and development costs expended by the Fund VII - Fund VIII Joint Venture for the purchase of a 5.0 acre parcel of land in Gainesville, Alachua County, Florida. Construction of a 62,975 square foot office building, containing 61,468 rentable square feet was completed in December, 1995. It is anticipated that the total cost of the building will be approximately $5,019,000, and Wells Fund VIII has reserved $130,000 to complete the remaining unoccupied tenant space. The average effective annual rental per square foot at the Gainesville Property was $8.63 for 1997, $8.69 for 1996 and $8.63 for 1995. The variance in the effective annual rate in 1996 is due to an adjustment to rent for 1995. The occupancy rate for 1997, 1996 and 1995 was 93.5% A 9 year, 11 month lease, to occupy 57,457 square feet has been signed with CH2M Hill, Engineers, Planners, Economists, Scientists, with an option to extend for an additional five year period. The annual base rent during the initial term is $530,313 payable in equal monthly installments of $44,193. The annual rent for the extended term will be at market rate. Assuming no options or termination rights, the lease with CH2M Hill will expire in the year 2005. As of December 31, 1997, the Partnership had contributed $1,036,923, and Wells Fund VIII had contributed $3,852,732 to the Fund VII - Fund VIII Joint Venture toward the completion of this project. FUND VI-VII-VIII JOINT VENTURE - ------------------------------ On April 17, 1995, the Partnership, Wells Fund VI and Wells Real Estate Fund VIII, L.P. ("Wells Fund VIII"), a Georgia public limited partnership affiliated with the Partnership through common general partners, formed a joint venture known as the Fund VI, Fund VII, and Fund VIII Associates (the "Fund VI-VII-VIII Joint Venture"). The investment objectives of Wells Fund VI and Wells Fund VIII are substantially identical to those of the Partnership. As of December 31, 1997, the Partnership contributed approximately $5,932,312 for an approximately 33.4% equity interest in the Fund VI-VII-VIII Joint Venture, which owns an 8 office building in Jacksonville, Florida and a multi-tenant retail center under development in Forsyth County, North Carolina. As of December 31, 1997, Wells Fund VIII contributed $5,700,000 for an equity interest in the Fund VI-VII-VIII Joint Venture of approximately 32.3%, and Wells Fund VI contributed approximately $6,067,688 for an equity interest in the Fund VI-VII-VIII Joint Venture of approximately 34.3%. The total cost to complete both properties is approximately $17,700,000 BellSouth Property - ------------------ On April 25, 1995, the Fund VI-VII-VIII Joint Venture purchased a 5.55 acre parcel of land in Jacksonville, Florida for a total of $1,245,059 including closing costs. In May 1996, the 92,964 square foot office building was completed with BellSouth Advertising and Publishing Corporation, a subsidiary of BellSouth Company, occupying approximately 66,333 square feet and American Express Travel Related Services Company, Inc. occupying approximately 22,607 square feet. BellSouth occupied an additional 3,091 square feet in December, 1996. The land purchase and construction costs totaling approximately $9,000,000 were funded by capital contributions of $3,500,000 by the Partnership, $3,500,000 by Wells Fund VI, and $2,000,000 by Wells Fund VIII. The BellSouth lease is for a term of nine years and eleven months with an option to extend for an additional five-year period at market rate. The annual base rent during the initial term is $1,094,426 during the first five years and $1,202,034 for the balance of the initial lease term. The American Express lease is for a term of five years at an annual base rent of $369,851. BellSouth and American Express are required to pay additional rent equal to their share of operating expenses during their respective lease terms. The average effective annual rental per square foot at the BellSouth Property was $16.40 for the year ended December 31, 1997 and $14.15 for the year ended December 31, 1996, the first year of occupancy. The occupancy rate was 100% for 1997 and 1996. Tanglewood Commons Shopping Center - ---------------------------------- On May 31, 1995, the Fund VI-VII-VIII Joint Venture purchased a 14.683 acre tract of real property located in Clemmons, Forsyth County, North Carolina. The Fund VI-VII-VIII Joint Venture is constructing one large strip shopping center building containing approximately 81,000 gross square feet on a 12.48 acre tract. The remaining 2.2 acre portion of the property consists of four out- parcels which have been graded and will be held for future development or resale. As of December 31, 1997, the Partnership had contributed $2,432,312, Wells Fund VI had contributed $2,567,688 and Wells Fund VIII had contributed $3,700,000 for the development of this project. Total cost and expenses to be incurred by the Fund VI-VII-VIII Joint Venture for the acquisition, development, construction and completion of the shopping center are anticipated to be approximately $8,700,000. Construction of the project began in March, 1996 and was substantially completed in the first quarter of 1997. 9 Harris Teeter, Inc., a regional supermarket chain, executed a lease for a minimum of 45,000 square feet with an initial term of 20 years with extension options of four successive five year periods with the same terms as the initial lease. The annual base rent during the initial term is $488,250. In addition, Harris Teeter has agreed to pay percentage rents equal to one percent of the amount by which Harris Teeter's gross sales exceed $35,000,000 for any lease year. The average effective annual rental per square foot at Tanglewood Commons was $8.36 as of December 31, 1997, the first year of occupancy. The occupancy rate was 86% as of December 31, 1997. FUND I-II-II-OW-VI-VII ASSOCIATES - --------------------------------- On August 1, 1995, the Partnership, Wells Real Estate Fund I, a Georgia public limited partnership ("Wells Fund I"), the Fund II-Fund II-OW Joint Venture and Wells Fund VI formed a joint venture known as Fund I, II, II-OW, VI, and VII Associates (the "Fund I-II-II-OW-VI-VII Joint Venture"), which was formed to own and operate the Cherokee Project described below. Wells Fund I is a Georgia limited partnership having Leo F. Wells, III and Wells Capital, Inc., as general partners. The investment objectives of Wells Fund I, the Fund II-Fund II-OW Joint Venture and Wells Fund VI are substantially identical to those of the Partnership. CHEROKEE PROPERTY/FUND I-II-II-OW-VI-VII JOINT VENTURE - ------------------------------------------------------ The Cherokee Property consists of a retail shopping center known as "Cherokee Commons Shopping Center" located in metropolitan Atlanta, Cherokee County, Georgia (the "Cherokee Project"). The Cherokee Project has been expanded to consist of approximately 103,755 net leasable square feet. The Cherokee Project was initially developed through a joint venture between Wells Fund I and the Fund II-Fund II-OW Joint Venture, which contributed the Cherokee Project to the Fund I-II-II-OW-VI-VII Joint Venture on August 1, 1995 to complete the required funding for the expansion. As of December 31, 1997, Wells Fund I had contributed property with a book value of $2,139,900, the Fund II-Fund II-OW Joint Venture had contributed property with a book value of $4,860,100, Wells Fund VI had contributed cash in the amount of $953,798 and the Partnership had contributed cash in the amount of $953,798 to the Fund I-II -II-OW-VI-VII Joint Venture. As of December 31, 1997, the equity interests in the Fund I-II-II-OW-VI-VII Joint Venture were approximately as follows: Wells Fund I - 24%, Fund II-Fund II-OW Joint Venture - - 54%, Wells Fund VI - 11% and the Partnership - 11%. The Cherokee Property is anchored by a 67,115 square foot lease with Kroger Food/Drug which expires in 2011. Kroger's original lease was for 45,528 square feet. In 1994, Kroger expanded to the current 67,115 square feet which is approximately 65% of the total rentable square feet in the property. As of December 31, 1997, the Cherokee Property was approximately 94% occupied by 20 tenants, including Kroger. Kroger, a retail grocery chain, is the only tenant occupying ten percent or more of the rentable square footage. The other tenants in the shopping center provide typical retail shopping services. 10 The Kroger lease provides for an annual rent of $392,915 which increased to $589,102 on August 16, 1995 due to the expansion from 45,528 square feet to 67,115 square feet. The lease expires March 31, 2011 with Kroger entitled to five successive renewals each for a term of five years at the same rental rate as the original lease. The occupancy rate at the Cherokee Property at year end was 94% in 1997, 93% in 1996, 94% in 1995, 91% in 1994, and 89% in 1993. The average effective annual rental per square foot at the Cherokee Property was $8.49 for 1997, $8.59 for 1996, $7.50 for 1995, $5.33 for 1994, and $6.47 for 1993. ITEM 3. LEGAL PROCEEDINGS - -------- ----------------- There were no material pending legal proceedings or proceedings known to be contemplated by governmental authorities involving the Partnership during 1997. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - --------- --------------------------------------------------- No matters were submitted to a vote of the Limited Partners during the fourth quarter of 1997. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 11 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 January 5, 1995, at which time the Partnership had 1,678,810 outstanding Class A Units held by a total of 1,590 Limited Partners and 739,208 outstanding Class B Units held by a total of 320 Limited Partners. The capital contribution per unit is $10.00. There is no established public trading market for the Partnership's limited partnership units, and it is not anticipated that a public trading market for the units will develop. Under the Partnership Agreement, the General Partners have the right to prohibit transfers of units. As of February 28, 1998, the Partnership had 1,972,498 outstanding Class A Status Units held by a total of 1,648 Limited Partners and 445,520 outstanding Class B Status Units held by a total of 269 Limited Partners. There is no established public trading for the Partnership's limited partnership units, and it is not anticipated that a public trading market for the units will develop. Under the Partnership Agreement, the General Partners have the right to prohibit transfers of units. The General Partners have estimated the investment value of properties held by the Partnership as of December 31, 1997 to be $11.11 per unit based on market conditions existing in early December, 1997. This value was confirmed as reasonable by an independent MAI appraiser, David L. Beal Company, although no actual MAI appraisal was performed due to the inordinate expense involved with such an undertaking. The valuation does not include any fractional interest valuation or any distinction between different Classes of Partnership Units. Cash distribution from Net Cash from Operations are distributed to the Limited Partners on a quarterly basis unless Limited Partners elect to have their cash distributions paid monthly. Net Cash from Operations is defined in the Partnership Agreement as Cash Flow less adequate cash reserves for other obligations of the Partnership for which there is no provision. Under the Partnership Agreement, distributions are allocated first to the Limited Partners holding Class A Units (and limited partners holding Class B Units that have elected a conversion right that allows them to share in the distribution rights of limited partners holding Class A Units) until they have received 10% of their adjusted capital contributions, as defined. Cash available for distribution is then distributed to the General Partners until they have received an amount equal to 10% of cash distributions. Any remaining cash available for distribution is split between the Limited Partners holding Class A Units and the General Partners in a ratio of 90% and 10% respectively. No distributions will be made to the 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, amortization and cost recovery deductions. These deductions will be allocated to Class B Units until their Capital account balances have been reduced to zero. 12 No distributions have been made to the General Partner as of December 31, 1997. Cash distributions made to Limited Partners holding Class A Units (and Limited Partners holding Class B Units that have elected a conversion right) during 1996 and 1997 were as follows:
Per Class A Per Class A Per Class B Unit Unit Unit Distributions for Total Cash Investment Return of Return of Quarter Ended Distributed Income Capital Capital - ------------------------------------------------------------------------------------- March 31, 1996 $181,535 $0.11 $0.00 $0.00 June 30, 1996 $193,460 $0.10 $0.00 $0.00 September 30, 1996 $224,935 $0.12 $0.00 $0.00 December 31, 1996 $297,534 $0.17 $0.00 $0.00 March 31, 1997 $345,613 $0.19 $0.00 $0.00 June 30, 1997 $363,187 $0.19 $0.00 $0.00 September 30, 1997 $374,078 $0.20 $0.00 $0.00 December 31, 1997 $404,130 $0.21 $0.00 $0.00
The fourth quarter distribution was accrued for accounting purposes in 1997, and was not actually paid to Limited Partners holding Class A Units until February 1998. The General Partners anticipate that cash distributions to Limited Partners holding Class A units will continue in 1998 at a level at least comparable with 1997 cash distributions on an annual basis. ITEM 6. SELECTED FINANCIAL DATA - --------- ----------------------- The following sets forth a summary of the selected financial data for the twelve months ended December 31, 1995, 1996, and 1997.
1997 1996 1995 ------------------------------------------- Total Assets $19,666,294 $20,312,730 $20,830,683 Total Revenues 816,237 543,291 925,246 Net Income 733,149 452,776 804,043 Net Loss Allocated to General Partners 0 0 (280) Net Income Allocated to Class A Limited Partners 1,615,965 1,062,605 950,826 Net Loss Allocated to Class B Limited Partners (882,816) (609,829) (146,503) Net Income per Weighted Average (1) Class A Limited Partner Unit .86 .62 .57 Net Loss per Weighted Average (1) Class B Limited Partner Unit (1.68) (.98) (.20) Cash Distributions per Weighted Average (1) Class A Limited Partner Unit: Investment Income .79 .50 .55 Return of Capital .00 .00 .00
(1) The weighted average unit is calculated by averaging units over the period they are outstanding during the time units are still being purchased by Limited Partners in the Partnership. 13 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL - --------- ------------------------------------------------- CONDITIONS AND RESULTS OF OPERATION ----------------------------------- The following discussion and analysis should be read in conjunction with the Selected Financial Data and the accompanying financial statements of the Partnership and notes thereto. This Report contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including discussion and analysis of the financial condition of the Partnership, anticipated capital expenditures required to complete certain projects, amounts of cash distributions anticipated to be distributed to Limited Partners in the future and certain other matters. Readers of this Report should be aware that there are various factors that could cause actual results to differ materially from any forward-looking statement made in this Report, which include construction costs which may exceed estimates, construction delays, lease-up risks, inability to obtain new tenants upon the expiration of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flow. RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL CONDITIONS - --------------------------------------------------------- General - ------- As of December 31, 1997, the developed properties owned by the Partnership were 92% occupied. Depreciation expenses increased from 1995 to 1996 and 1997 due to a change in the estimated useful lives of buildings and improvements from 40 years to 25 years which became effective in the fourth quarter of 1995. For further discussion of depreciation expense, please refer to the notes to the accompanying financial statements. Gross revenue of the Partnership increased to $816,237 in 1997 from $543,291 in 1996 due primarily to increased income from the joint ventures, primarily due to increased occupancy at the Holcomb Bridge Road Property, Stockbridge Village III and Stockbridge Expansion, and Tanglewood Commons. Gross revenue of the Partnership decreased to $543,291 in 1996 from $925,246 in 1995 due primarily to the decreased interest income on uninvested funds. Expenses of the Partnership decreased in 1997 as compared to 1996 due to decreases in legal and accounting fees paid by the Partnership. The decrease of approximately $30,000 in 1996, compared to 1995 was due to a decrease in administrative expenses. 14 Net income of the Partnership was $733,149 for the fiscal year ended December 31, 1997, compared to $452,776 in 1996 due primarily to the increase in revenues discussed above. The decrease in net income to $452,776 from $804,043 in 1995 was mainly the result of decreased interest earned in 1996. The Partnership made cash distributions to the Limited Partners holding Class A Units of $0.79 per unit for the fiscal year ended December 31, 1997, $0.50 per unit for fiscal year ended December 31, 1996, and $0.55 per Unit for the fiscal year ended December 31, 1995. No cash distributions were made to the Limited Partners holding Class B Units for the fiscal years ended December 31, 1997, December 31, 1996 and December 31, 1995. Distributions were accrued for the fourth quarter of 1997 and paid in February, 1998. In March 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standard ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed of", which is effective for fiscal years beginning after December 15, 1995. SFAS No. 121 established standards for determining when impairment losses on long-lived assets have occurred and how impairment losses should be measured. The joint ventures adopted SFAS No. 121, effective January 1, 1995. The impact of adopting SFAS No. 121 was not material to the financial statements of the joint ventures. PROPERTY OPERATIONS - ------------------- As of December 31, 1997, the Partnership's percentage ownership in properties was as follows: 10.7% in the Fund I-II-II-OW-VI-VII Joint Venture, 41.7% in the Fund V-VI-VII Joint Venture, 57.5% in the Fund VI-Fund VII Joint Venture, 37.9% in the Fund VII-Fund VIII Joint Venture, 48.9% in the Fund II-III-VI-VII Joint Venture, and 33.4% in the Fund VI-VII-VIII Joint Venture. As of December 31, 1997, the Partnership owned interests in the following operational properties through its ownership of the foregoing joint ventures: 15 The Marathon Building/Fund V-VI-VII Joint Venture - -------------------------------------------------
For the Year Ended December 31 ------------------------------- 1997 1996 1995 ----------- -------- -------- Revenues: Rental Income $968,219 $971,017 $971,017 Expenses: Depreciation 350,585 350,585 243,428 Management and leasing expenses 39,671 38,841 38,841 Other operating expenses 11,905 14,636 25,557 -------- -------- -------- 402,161 404,062 307,826 -------- -------- -------- Net income $566,058 $566,955 $663,191 ======== ======== ======== Occupied % 100.00% 100.00% 100.00% Partnership Ownership % in the Fund V-VI-VII Joint Venture 41.70% 41.70% 41.70% Cash distributed to the Partnership $387,442 $358,274 $353,719 Net income allocated the Partnership $236,103 $236,477 $276,617
Rental income remained relatively stable in 1997, 1996 and 1995. Net income was lower in 1997 and 1996 than in 1995 due primarily to increases in depreciation expenses as a result of the change in estimated useful lives of buildings and improvements which became effective in the fourth quarter of 1995, as previously discussed under "General" section of "Results of Operations and Changes in Financial Conditions". Real estate taxes and all operational expenses for the building are the responsibility of the tenant. The Partnership has an equity interest of 41.70% in the Marathon Property through is ownership in the Fund V-VI-VII Joint Venture. For comments on the general competitive conditions to which the property may be subject, See Item 1, Business, page 2. For additional information on tenants, etc., refer to Item 2, Properties, Page 3. 16 Stockbridge Village III/Fund VI - Fund VII Joint Venture - --------------------------------------------------------
For the Year Ended 8 Months Ended --------------------------------------- ----------------- December 31, 1997 December 31, 1996 December 31, 1995 ------------------- ------------------ ----------------- Revenues: Rental Income $285,256 $257,571 $88,239 Expenses: Depreciation 86,626 84,642 28,273 Management and leasing expenses 30,722 51,107 8,999 Other operating expenses 22,501 59,168 43,082 -------- -------- ------- 139,849 194,917 80,354 -------- -------- ------- Net income $145,407 $ 62,654 $ 7,885 ======== ======== ======= Occupied % 100.0% 87.0% 71.0% Partnership Ownership % in the Fund VI - Fund VII Joint Venture 57.5% 42.8% 43.9% Cash distributed to the Partnership $133,729 $62,756 $0 Net income allocated the Partnership $83,256 $26,845 $4,107
In April 1994, Wells Fund VI purchased 3.27 acres of land located in Clayton County, Georgia. On December 9, 1994, Fund VI contributed the Stockbridge Village III property ("Stockbridge Village III") as a capital contribution to the Fund VI - Fund VII Joint Venture. Construction was completed on a 3,200 square foot restaurant in March, 1995. This retail building is leased to Kenny Rogers Roasters, a restaurant, for a term of nine years and eleven months. The initial base rent is $82,320 with an increase in the fifth year to $87,600 annually. The second multi-tenant retail building containing approximately 15,000 square feet was completed in October, 1995. Damon's Clubhouse, a restaurant, occupied approximately 6,732 square feet beginning in October. The Damon's lease is for a term of nine years and eleven months with initial base rent of $102,375 for five years and increases to $115,375 for the remainder of the lease. The remaining 8,268 square feet were fully occupied as of December 31, 1997. The Stockbridge Village III Project incurred $25,009 for 1997, $23,026 for 1996 and $13,368 for 1995 property taxes. 17 The Partnership has an equity interest of 57.5% in the Stockbridge Village III Property through its ownership in the Fund VI--Fund VII Joint Venture. For comments on the general competitive conditions to which the property may be subject, see Item 1, Business, page 2. For additional information on tenants, etc. refer to Item 2, Properties, page 3. Stockbridge Village I Expansion/Fund VI - Fund VII Joint Venture - ----------------------------------------------------------------
For the Year Ended Nine Months Ended December 31, 1997 December 31, 1996 ------------------------- ------------------------- Revenues: Rental income $199,090 $59,006 Expenses: Depreciation 111,990 52,780 Management & leasing expenses 25,268 3,238 Other operating expenses 38,757 28,810 -------- -------- 176,015 84,828 -------- -------- Net income (loss) $23,075 $(25,822) ======== ======== Occupied % 74.0% 36.0% Partnership's Ownership % in the Fund VI - VII Joint Venture 57.5% 57.2% Cash distribution to Partnership $65,574 $0 Net income (loss) allocated to the Partnership $13,243 $(11,070)
On June 7, 1995, the Fund VI - Fund VII Joint Venture purchased 3.38 acres of real property located in Clayton County, Georgia. The Stockbridge Village I Expansion consists of a multi-tenant shopping center containing approximately 29,000 square feet. The majority of construction was completed in April, 1996 with Cici's Pizza tenants occupying a 4,000 square foot restaurant. The term of the lease is for nine years and eleven months commencing April, 1996. The initial base rent is $48,000. In the third year, annual base rent increases to $50,000, in the sixth year to $52,000, and in the ninth year to $56,000. Ten additional tenants have occupied 17,600 square feet at the property as of December 31, 1997. Negotiations are being conducted to lease the remaining space. Since this property opened in 1996, comparable financial information for prior years is not available. The Stockbridge Village I Expansion incurred $25,608 for 1997 and $9,182 for 1996 property taxes. 18 It is projected that no additional funding will be required to complete tenant build-out by the Partnership or Wells Fund VI. For comments on the general competitive condition to which the property may be subject, see Item 1, Business, page 2. For additional information on tenants, etc., refer to Item 2, Properties, page 3. Holcomb Bridge Road Property/Fund II-III-VI-VII Joint Venture - -------------------------------------------------------------
For the Year Ended Nine Months Ended December 31, 1997 December 31, 1996 ------------------------- ------------------------- Revenues: Rental income $679,268 $255,062 Expenses: Depreciation 325,974 181,798 Management & leasing expenses 48,962 28,832 Other operating expenses 195,567 101,600 -------- -------- 570,503 312,230 -------- -------- Net income (loss) $108,765 $(57,168) ======== ======== Occupied % 94.12% 62.90% Partnership's Ownership % in the Fund II, III, VI, VII Joint Venture 48.90% 48.80% Cash distribution to the Partnership $214,414 $37,237 Net income (loss) allocated to the Partnership $53,143 $(27,597)
Since the Holcomb Bridge Road Property was under construction and not occupied until first quarter 1996, comparative income and expense figures for the years ending December 31, 1997 and 1996 are not available. In January, 1995, the Fund II - Fund III Joint Venture contributed 4.3 acres of land and land improvements at 880 Holcomb Bridge Road to the Fund II-III-VI-VII Joint Venture. Development has been substantially completed on two buildings with a total of approximately 49,500 square feet. As of December 31, 1997, fourteen tenants occupied approximately 46,600 square feet of space in the retail/office building under leases of varying lengths. 19 As of December 31, 1997, the Fund II-Fund III Joint Venture contributed $1,729,116 in land and land improvements for an equity interest of approximately 24.2%, Wells Fund VI had contributed $1,812,579 for an equity interest of approximately 26.9%, and the Partnership had contributed $3,335,121 for an equity interest of approximately 48.9% in the Fund II-III-VI-VII Joint Venture. The total cost to develop the Holcomb Bridge Road Property is currently estimated to be approximately $5,214,000, excluding land. It is currently anticipated that approximately $66,000 will be required to complete the development of the Holcomb Bridge Road Project, which amounts are anticipated to be funded by additional capital contributions from the Partnership and Wells Fund VI, which have reserved sufficient funds for this purpose. Real estate taxes were $85,230 for 1997 and $37,191 for 1996. The Partnership's ownership percentage was 48.9% in 1997 and 48.8% in 1996. For comments on the general competitive conditions to which the property may be subject, see Item 1, Business, page 2. For additional information on the property, tenants, etc., see Item 2, Properties, page 3. The Hannover Center/Fund VII - Fund VIII Joint Venture - ------------------------------------------------------
For the Year Ended Six Months Ended December 31, 1997 December 31, 1996 ------------------------- ------------------------- Revenues: Rental income $107,379 $48,988 Expenses: Depreciation 43,925 31,391 Management & leasing expenses 11,237 4,424 Other operating expenses 25,813 28,812 ------ ------ 80,975 64,627 ------ -------- Net income (loss) $26,404 $(15,639) ======= ======== Occupied % 50.00% 50.00% Partnership's Ownership % in the Fund VII - VIII Joint Venture 37.95% 37.95% Cash distribution to Partnership $23,178 $3,520 Net income (loss) allocated to the Partnership $10,022 $(5,936)
On April 1, 1996, Fund VII - Fund VIII Joint Venture acquired a 1.01 acre tract of land and a 12,000 square foot combination retail/office building known as the Hannover Retail Center. 20 Moovies, Inc., a video sales and rental store, signed a nine year, eleven month lease for 6,020 square feet and occupied the space and opened for business on June 22, 1996. Accordingly, no comparative financial data is available for prior years. Real estate taxes were $12,219 for 1997 and $9,650 for 1996. For comments on the general competitive condition to which the property may be subject, see Item 1, Business, page 2. For additional information on tenants, etc., refer to Item 2, Properties, page 3. CH2M Hill at Gainesville/Fund VII - Fund VIII Joint Venture - -----------------------------------------------------------
For the Year Ended December 31, 1997 December 31, 1996 ------------------------ ----------------------- Revenues: Rental Income $530,493 $534,276 Expenses: Depreciation 218,181 222,328 Management & leasing expenses 78,850 80,258 Other operating expenses (66,963) (1,380) -------- -------- 230,068 301,206 -------- -------- Net income $300,425 $233,070 ======== ======== Occupied % 94.0% 94.0% Partnership's Ownership % in the Fund VII - VIII Joint Venture 37.95% 37.95% Cash Distribution to Partnership $198,523 $142,394 Net Income Allocated to the Partnership $114,023 $76,702
In February, 1995, the Fund VII - Fund VIII Joint Venture acquired a 5.0 acre tract of land located in Gainesville, Alachua County, Florida for the purpose of constructing a 62,975 square foot (61,468 rentable square feet) office building. A 9 year, 11 month lease to occupy 57,457 square feet was signed by CH2M Hill. The annual base rent is $530,313 payable in equal monthly installments of $44,193. CH2M Hill occupied their portion of the building in mid-December, 1995. Accordingly, no comparative financial data is available for 1995. Net income and cash distributions have increased in 1997 over 1996 due primarily to decreased operating expenses and increased common area billings to the tenant. Real estate taxes were $75 for 1995, based on undeveloped land, $79,235 for 1996 and $79,428 for 1997. 21 For comments on the general competitive condition to which the property may be subject, see Item 1, Business, page 2. For additional information on tenants, etc., refer to Item 2, Properties, page 3. BellSouth Property/Fund VI-VII-VIII Joint Venture - -------------------------------------------------
For the Year Ended Eight Months Ended December 31, 1997 December 31, 1996 ------------------------- ------------------------- Revenues: Rental income $1,524,708 $876,711 Interest income 8,188 60,092 ---------- -------- 1,532,896 936,803 ---------- -------- Expenses: Depreciation 443,544 290,407 Management & leasing expenses 191,176 99,330 Other operating expenses 414,754 288,665 ---------- -------- 1,049,474 678,402 ---------- -------- Net income $ 483,422 $258,401 ========== ======== Occupied % 100% 100% Partnership's Ownership % in the Fund VI- VII - VIII Joint Venture 33.4% 35.5% Cash distribution to Partnership $327,460 $170,963 Net income allocated to the Partnership $166,136 $98,142
On April 25, 1995, the Fund VI-VII-VIII Joint Venture purchased 5.55 acres of land located in Jacksonville, Florida. In May, 1996, the 92,964 square foot office building was completed, with BellSouth Advertising and Publishing Corporation occupying approximately 66,333 square feet and American Express occupying approximately 22,607 square feet. Approximately 2,900 square feet of additional space was occupied by BellSouth commencing in December, 1996, bringing occupancy to 100%. The initial term of the BellSouth lease is nine years and eleven months. The annual base rent during the initial term is $1,048,061 for the first five years and $1,150,878 for the balance of the initial lease term. The American Express lease is for a term of five years at an annual base rent of $369,851. BellSouth and American Express are required to pay additional rent equal to their share of operating expenses during their respective lease terms. 22 Interest income was generated from construction dollars, not as yet funded on construction, being invested in interest bearing accounts. Since the building opened in May 1996, comparative income and expense figures for prior years are not available. The BellSouth Property incurred property taxes of $164,400 for 1997 and $23,234 for 1996, the first year of occupancy. For comments on the general competitive condition to which the property may be subject, see Item 1, Business, page 2. For additional information on tenants, etc., refer to Item 2, Properties, page 3. Tanglewood Commons/Fund VI - VII - VIII Joint Venture - ---------------------------------------------------
Eleven Months Ended December 31, 1997 -------------------------------- Revenues: Rental income $562,880 Interest income 11,276 -------- 574,156 -------- Expenses: Depreciation 191,155 Management & leasing expense 41,589 Other operating expenses 88,873 -------- 321,617 -------- Net income $252,539 ======== Occupied % 86.0% Partnership's Ownership % in the Fund VI - Fund VII - Fund VIII Joint Venture 33.4% Cash distribution to Partnership $129,340 Net income allocated to Partnership $85,540
On May 31, 1995, the Fund VI-VII-VIII Joint Venture purchased a 14.683 acre tract of real property located in Clemmons, Forsyth County, North Carolina. The land purchase costs were funded by a capital contribution made by Wells Fund VI. Total cost and expenses to be incurred by the Fund VI-VII-VIII Joint Venture for the acquisition, development, construction and completion of the shopping center were approximately $8,700,000. A strip shopping center containing approximately 67,320 gross square feet opened on the site on February 26, 1997. 23 In February 1997, Harris Teeter, Inc., a regional supermarket chain, occupied its leased space of 46,120 square feet with an initial term of 20 years. The annual base rent during the initial term is $488,250. In addition, Harris Teeter has agreed to pay percentage rents equal to one percent of the amount by which Harris Teeter's gross sales exceed $35,000,000 for any lease year. Tanglewood Commons incurred property taxes of $58,466 for 1997, the first year of occupancy. Since this property commenced operations in February 1997, comparable income and expense figures for prior year are not available. Cherokee Commons Shopping Center/Fund I-II-II-OW-VI and VII Joint Venture - -------------------------------------------------------------------------
For the Year Ended December 31 ------------------------------------ 1997 1996 1995 ------- ------- ------- Revenues: Rental Income $880,652 $890,951 $778,204 Interest Income 67 73 180 -------- -------- ------- 880,719 891,024 778,384 -------- -------- ------- Expenses: Depreciation $440,882 429,419 277,099 Management and Leasing Expenses 78,046 48,882 36,303 Other Operating Expenses 138,294 180,841 115,885 -------- -------- -------- 657,222 659,142 429,287 -------- -------- -------- Net Income $223,497 $231,882 $349,097 ======== ======== ======== Occupied % 94.41% 93.00% 94.00% Partnership Ownership % 10.70% 10.70% 10.70% Cash distributed to the Partnership $65,047 $72,510 $36,070 Net income allocated to the Partnership $23,932 $24,830 $18,381
Rental income decreased in 1997 compared to 1996 due to decreased occupancy at the property for the first three quarters of 1997. Rental income increased in 1996 over 1995 due to the Kroger expansion which was completed in November 1994. The increase in occupancy in 1997 is due to a new 1,200 square foot lease executed in 1997. Operating expenses of the property decreased to $138,294 in 1997 from $180,841 in 1996, and increased from $115,885 in 1995. The decrease in operating expenses in 1997 as compared to 1996 is due to timing differences in billing of common and maintenance charges and property taxes which was partially offset by increases in plumbing repairs and contract labor expenses. The increase from 1995 to 1996 is due primarily to repairs and maintenance (roof repairs, painting and tenant finish) and general and administrative expenses. The increase in depreciation expenses for 1997 and 1996 as compared to 1995 is a 24 result of the change in the estimated useful lives of buildings and improvements which became effective in the fourth quarter of 1995, as previously discussed. Net income of the property decreased to $223,497 in 1997 and decreased to $231,882 in 1996 from $349,097 in 1995, due to the reasons discussed above. Real estate taxes were $67,259 for 1997, $63,696 for 1996, and $63,694 for 1995. For comments on the general conditions to which the property may be subject, see Item 1, Business, page 2. For additional information on the property, tenants, etc., see Item 2, Properties, page 3. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- On April 5, 1994, the Partnership commenced an offering of up to $25,000,000 of Class A or Class B Limited Partnership Units ($10.00 per unit) pursuant to a Registration Statement on Form S-11 filed under the Securities Act of 1933. The offering was terminated on January 5, 1995, at which time the Partnership had sold 1,678,810 Class A Units and 739,208 Class B Units, held by a total of 1,591 and 319 Limited Partners respectively, for total Limited Partner capital contributions of $24,180,174. After payment of $846,306 in acquisition and expense fees, payment of $3,627,026 in selling commissions and organization and offering expenses and the investment of the Partnership of $3,356,278 in the Fund VI-Fund VII Joint Venture, $3,470,958 in the Fund V-VI-VII Joint Venture, $2,448,923 in the Fund VII-Fund VIII Joint Venture, 5,932,312 in the Fund VI- VII-VIII Joint Venture, $953,798 in the Fund I-II-II-OW-VI-VII Joint Venture, $3,300,225 in the Fund II-III-VI-VII Joint Venture, $2,547 in other acquisition expenses, and $55,772 of amounts previously being held as working capital reserves, the Partnership is holding a balance of $186,030 as working reserves. Of the original working capital reserves of $241,802, the Partnership has contributed $11,205 to the Fund VI - Fund VII Joint Venture and $44,567 to the Fund II-III-VI-VII Joint Venture leaving the $186,030 balance shown above. It is anticipated that the remaining cost to complete the Holcomb Bridge Road Project of approximately $66,000 will be funded from reserves of the Partnership and Wells Fund VI. Pursuant to the terms of the Partnership Agreement, the Partnership is required to maintain working capital reserves in an amount equal to the cash operating expenses required to operate the Partnership for a six-month period not to be reduced below 1% of Limited Partners' capital contributions. As set forth above, in order to fund a portion of Holcomb Bridge Road Property and Stockbridge Village III Project, the General Partners have used a portion of the Partnership's working capital reserves to reduce the balance below this minimum amount, rather than funding the tenant improvements out of operating cash flow, which would have the effect of reducing cash flow distributions to Limited Partners. It is currently anticipated that future rental revenues associated with the Holcomb Bridge Road Property and Stockbridge Village III Project will be allocated to restore the Partnership's minimum working capital reserve levels over time in the future. Net cash provided by operating activities in the amount of approximately $21,000 in 1996 decreased in 1997 to approximately $43,000 used in operating activities 25 due primarily to the decrease in interest income which resulted from expending remaining funds on joint ventures as discussed above. Net cash used in operating activities decreased in 1996 as compared to 1995 due primarily to the decrease in income from the joint ventures which resulted from the change in depreciation discussed previously. Net cash provided by investing activities increased in 1997 compared to 1996 due primarily to the increase in the distributions from joint ventures coupled with the decrease in investments in joint ventures. The increase in net cash used in financing activities in 1997 compared to 1996 is the result of the increase in distributions to partners. The increase in net cash used in financing activities in 1996 compared to 1995 is due primarily to the decrease in contributions which resulted when the fund closed and paid the final expenses for the fund at the end of 1995. Cash and cash equivalents have decreased from $366,301 in 1996 to $194,420 in 1997, and from $1,114,066 in 1995 to $366,301 in 1996 due primarily to investments made in joint ventures in 1996 and 1997. 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. At this time, given the nature of the joint ventures in which the Partnership has invested, there are no known improvements and 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. Cash distributions of $0.79 per weighted average Unit were made to Class A Limited Partners for the year ended December 31, 1997. The Partnership's distributions for the fourth quarter of 1997 will be paid in February 1998 from Net Cash from Operations. The Partnership anticipates that distributions will continue to be paid on a quarterly basis from such sources on a level at least consistent with 1997. The Partnership is unaware of any known demands, commitments, events or capital expenditures other than that which is required for the normal operations of its properties that will result in the Partnership's liquidity increasing or decreasing in any material way. The Partnership intends to fund any cash requirements through operating cash flow. INFLATION - --------- Real estate has not been affected significantly by inflation in the past three years due to the relatively low inflation rate. It is common practice for the Partnership to execute provisions in the majority of tenant leases to protect the Partnership from the impact of inflation. These leases contain common area maintenance charges (CAM charges), real estate tax and insurance reimbursements on a per square foot basis, or in some cases, annual reimbursement of operating expenses above a certain per square foot allowance. These provisions should reduce the Partnership's exposure to increases in costs and operating expenses resulting from inflation. In addition, a number of the Partnership's leases are 26 for terms of less than five years which may permit the Partnership to replace existing leases with new leases at higher base rental rates if the existing leases are below market rate. There is no assurance, however, that the Partnership would be able to replace existing leases with new leases at higher base rentals. The General Partners have verified that all operational computer systems are year 2000 compliant. This includes systems supporting accounting, property management and investor services. Also, as part of this review, all building control systems have been verified as compliant. The current line of business applications are based on compliant operating systems and database servers. All of these products are scheduled for additional upgrades before the year 2000. Therefore, it is not anticipated that the year 2000 will have significant impact on operations. 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 ----------------------------------- The Partnership's change in accountants during 1995 was previously reported in the Partnership's Form 8-K dated September 11, 1995. There were no disagreements with the Partnership's accountants or other reportable events during 1997. 27 PART III ITEM 10. GENERAL PARTNERS OF THE PARTNERSHIP - ---------- ----------------------------------- WELLS PARTNERS, L.P. Wells Partners, L.P. is a private Georgia limited - -------------------- partnership formed on October 25, 1990. The sole General Partner of Wells Partners, L.P. is Wells Capital, Inc., ("Capital") a Georgia corporation. The executive offices of Wells Capital, Inc. are located at 3885 Holcomb Bridge Road, Norcross, Georgia 30092. LEO F. WELLS, III. Mr. Wells is a resident of Atlanta, Georgia, is 54 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 Capital. Mr. Wells is the President of Wells & Associates, Inc., a real estate brokerage and investment company formed in 1976 and incorporated in 1978, for which he serves as principal broker. Mr. Wells is also currently the sole Director and President of Wells Management Company, Inc., a property management company he founded in 1983. In addition, Mr. Wells is the President and Chairman of the Board of Wells Investment Securities, Inc., Wells & Associates, Inc., Wells Management Company, Inc. and Wells Investment Securities, Inc. which are affiliates of the General Partners. From 1980 to February 1985, Mr. Wells served as Vice-President of Hill-Johnson, Inc., a Georgia corporation engaged in the construction business. From 1973 to 1976, he was associated with Sax Gaskin Real Estate Company and from 1970 to 1973, he was a real estate salesman and property manager for Roy D. Warren & Company, an Atlanta real estate company. 28 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, 1997:
( A ) ( B ) ( C ) Name of Individual or Number in Capacities in which served Form of Group Compensation Cash Compensation - ------------------------------------------------------------------------------------------------------ Leo F. Wells, III General Partner $0.00 Wells Management Company, Inc. Property Manager - Management & Leasing Fees $211,201(1)
(1) The majority of these fees are not paid directly by the Partnership but are paid by the joint venture entities which own properties for which the property management and leasing services relate and include management and leasing fees which were accrued for accounting purposes in 1997 but not actually paid until January, 1998. 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, 1997. (1) (2) (3) (4) Name and Address of Amount and Nature of Title of Class Beneficial Owner Beneficial Ownership Percent of Class - --------------------------- ---------------------------- --------------------------- ------------------- Class A Units Leo F. Wells, III 69.322 Units Less than 1% (IRA, 401 (k) Plan)
No arrangements exist which would, upon operation, result in a change in control of the Partnership. 29 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ---------- ---------------------------------------------- The compensation and fees paid or to be paid by the Partnership to the General Partners and their affiliates in connection with the operation of the Partnership are as follows: INTEREST IN PARTNERSHIP CASH FLOW AND NET SALE PROCEEDS - ------------------------------------------------------- The General Partners will receive a subordinated participation in net cash flow from operations equal to 10% of net cash flow from operations after the Limited Partners holding Class A Units have received preferential distributions equal to 10% of their adjusted capital contribution. The General Partners will also receive a subordinated participation in net sale proceeds and net financing proceeds equal to 20% of residual proceeds available for distribution after the Limited Partners holding Class B Units have received a return of their adjusted capital contribution plus a 15% cumulative return on their adjusted capital contribution; however, that in no event shall the General Partners receive in the aggregate in excess of 15% of net sale proceeds and net financing proceeds remaining after payments to Limited Partners from such proceeds of amounts equal to the sum of their adjusted capital contributions plus a 6% cumulative return on their adjusted capital contributions. The General Partners did not receive any distributions from net cash flow from operations or net sale proceeds for the year ended December 31, 1997. Property Management and Leasing Fees - ------------------------------------ Wells Management Company, Inc., an affiliate of the General Partners, will receive compensation for supervising the management of the Partnership properties equal to the lesser of: (A)(i) 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate one-time fee for 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; and (ii) in the cash of industrial and commercial properties which are leased on a long-term basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term; or (B) the amounts charged by unaffiliated persons rendering comparable services in the same geographic area. Wells Management Company, Inc. received $211,201 in property management and leasing fees relating to the Partnership in 1997. 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, 1997. 30 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS - --------- ----------------------------------------------------- ON FORM 8-K ----------- (a)1. The Financial Statements are contained on Pages F-2 through F-41 of this Annual Report on Form 10-K, and the list of the Financial Statements contained herein is set forth on page F-1, which is hereby incorporated by reference. (a)2. Financial Statement Schedule III Information with respect to this Item begins on Page S-1 of this Annual Report on Form 10-K. (a)3. The Exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto. (b) No reports on Form 8-K were filed with the Commission during the fourth quarter of 1997. (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. 31 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 17th day of March, 1998. WELLS REAL ESTATE FUND VII, 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 General Partner of Wells Partners, L.P. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the registrant and in the capacity as and on the date indicated.
Signature Title - --------- ----- /s/ Leo F. Wells, III Individual General Partner, President March 17, 1998 - ------------------------------------ and Sole Director of Wells Capital, Leo F. Wells, III Inc., the General Partner of Wells Partners, L.P.
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRARS WHICH HAVE NOT BEEN REGISTERED PURSUANT TO SECTION 12 OF THE ACT. No annual report or proxy material relating to an annual or other meeting of security holders has been sent to security holders. 32 INDEX TO FINANCIAL STATEMENTS -----------------------------
FINANCIAL STATEMENTS PAGE - -------------------- ---- Independent Auditors' Reports F2 Balance Sheets as of December 31, 1997 and 1996 F3 Statements of Income for the Years Ended December 31, 1997, 1996, and 1995 F4 Statements of Partners' Capital for the Years Ended December 31, 1997, 1996, and 1995 F5 Statements of Cash Flows for the Years Ended December 31, 1997, 1996, and 1995 F6 Notes to Financial Statements for December 31, 1997, 1996 and 1995 F7-F41
F-1 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Wells Real Estate Fund VII, L.P.: We have audited the accompanying balance sheets of WELLS REAL ESTATE FUND VII, L.P. (a Georgia public limited partnership) as of December 31, 1997 and 1996 and the related statements of income, partners' capital, and cash flows for each of the three years in the period ended December 31, 1997. These financial statements and the schedule referred to below are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and schedule are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wells Real Estate Fund VII, L.P. as of December 31, 1997 and 1996 and the results of its operations and its cash flows each of the three years in the period ended December 31, 1997 in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedule III--Real Estate Investments and Accumulated Depreciation as of December 31, 1997 is presented for purposes of complying with the Securities and Exchange Commission's rules and is not part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, fairly states in all material respects the financial data required to be set forth therein in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Atlanta, Georgia January 9, 1998 F-2 WELLS REAL ESTATE FUND VII, L.P. (A GEORGIA PUBLIC LIMITED PARTNERSHIP) BALANCE SHEETS DECEMBER 31, 1997 AND 1996
ASSETS 1997 1996 ----------- ----------- INVESTMENT IN JOINT VENTURES $19,039,835 $19,625,041 CASH AND CASH EQUIVALENTS 194,420 366,301 DUE FROM AFFILIATES 416,360 291,778 DEFERRED PROJECT COSTS 4,070 9,002 ORGANIZATIONAL COSTS, less accumulated amortization of $23,438 in 1997 and $17,188 in 1996 7,812 14,062 PREPAID EXPENSES AND OTHER ASSETS 3,797 6,546 ----------- ----------- Total assets $19,666,294 $20,312,730 =========== =========== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES: Partnership distributions payable $ 404,129 $ 296,706 ----------- ----------- COMMITMENTS AND CONTINGENCIES PARTNERS' CAPITAL: Limited partners: Class A 16,701,193 15,698,900 Class B 2,560,972 4,317,124 ----------- ----------- Total partners' capital 19,262,165 20,016,024 ----------- ----------- Total liabilities and partners' capital $19,666,294 $20,312,730 =========== ===========
The accompanying notes are an integral part of these balance sheets. F-3 WELLS REAL ESTATE FUND VII, L.P. (A GEORGIA PUBLIC LIMITED PARTNERSHIP) STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 ---------- ---------- --------- REVENUES: Equity in income of joint ventures $ 785,398 $ 457,144 $ 403,325 Interest income 30,839 86,147 521,921 ---------- ---------- --------- 816,237 543,291 925,246 ---------- ---------- --------- EXPENSES: Partnership administration 54,435 55,688 97,733 Legal and accounting 22,403 28,577 17,220 Amortization of organization costs 6,250 6,250 6,250 ---------- ---------- --------- 83,088 90,515 121,203 ---------- ---------- --------- NET INCOME $ 733,149 $ 452,776 $ 804,043 ========== ========== ========= NET LOSS ALLOCATED TO GENERAL PARTNERS $ 0 $ 0 $ (280) ========== ========== ========= NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS $1,615,965 $1,062,605 $ 950,826 ========== ========== ========= NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS $ (882,816) $ (609,829) $(146,503) ========== ========== ========= NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT $ 0.86 $ 0.62 $ 0.57 ========== ========== ========= NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT $ (1.68) $ (0.98) $ (0.20) ========== ========== ========= CASH DISTRIBUTION PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT $ 0.79 $ 0.50 $ 0.55 ========== ========== =========
The accompanying notes are an integral part of these statements. F-4 WELLS REAL ESTATE FUND VII, L.P. (A GEORGIA PUBLIC LIMITED PARTNERSHIP) STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
LIMITED PARTNERS --------------------------------------------------------- CLASS A CLASS B TOTAL ---------------------- --------------------- GENERAL PARTNERS' ORIGINAL UNITS AMOUNT UNITS AMOUNT PARTNERS CAPITAL -------- --------- ----------- -------- ----------- -------- ----------- BALANCE, DECEMBER 31, 1994 $ 100 1,631,009 $13,893,443 706,487 $ 5,984,727 $ 280 $19,878,550 Net income (loss) 0 0 950,826 0 (146,503) (280) 804,043 Limited partner contributions 0 47,800 478,000 32,721 327,212 0 805,212 Partnership distributions 0 0 (906,211) 0 0 0 (906,211) Sales commissions 0 0 (47,800) 0 (32,721) 0 (80,521) Other offering expenses 0 0 (23,900) 0 (16,361) 0 (40,261) Class B conversion elections 0 13,518 112,847 (13,518) (112,847) 0 0 Return of capital (100) 0 0 0 0 0 (100) ----- --------- ----------- -------- ----------- ----- ----------- BALANCE, DECEMBER 31, 1995 0 1,692,327 14,457,205 725,690 6,003,507 0 20,460,712 Net income (loss) 0 0 1,062,605 0 (609,829) 0 452,776 Partnership distributions 0 0 (897,464) 0 0 0 (897,464) Class B conversion elections 0 134,503 1,076,554 (134,503) (1,076,554) 0 0 ----- --------- ----------- -------- ----------- ----- ----------- BALANCE, DECEMBER 31, 1996 0 1,826,830 15,698,900 591,187 4,317,124 0 20,016,024 Net income (loss) 0 0 1,615,965 0 (882,816) 0 733,149 Partnership distributions 0 0 (1,487,008) 0 0 0 (1,487,008) Class B conversion elections 0 144,569 873,336 (144,569) (873,336) 0 0 ----- --------- ----------- -------- ----------- ----- ----------- BALANCE, DECEMBER 31, 1997 $ 0 1,971,399 $16,701,193 446,618 $ 2,560,972 $ 0 $19,262,165 ===== ========= =========== ======== =========== ===== ===========
The accompanying notes are an integral part of these statements. F-5 WELLS REAL ESTATE FUND VII, L.P. (A GEORGIA PUBLIC LIMITED PARTNERSHIP) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 ----------- ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 733,149 $ 452,776 $ 804,043 ----------- ----------- ------------ Adjustments to reconcile net income to net cash (used in) provided by operating activities: Equity in income of joint ventures (785,398) (457,144) (403,325) Amortization of organization costs 6,250 6,250 6,250 Changes in assets and liabilities: Prepaid expenses and other assets 2,749 23,001 24,760 Accounts payable 0 (4,000) 0 ----------- ----------- ------------ Total adjustments (776,399) (431,893) (372,315) ----------- ----------- ------------ Net cash (used in) provided by operating activities (43,250) 20,883 431,728 ----------- ----------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Distributions received from joint ventures 1,420,126 760,628 424,304 Investment in joint ventures (169,172) (1,062,547) (13,890,625) Return of contributions in joint venture 0 500,000 0 Deferred project costs paid 0 0 (28,182) (Decrease) increase in construction payables 0 (174,413) 174,413 Investment in real estate 0 0 (1,226,608) ----------- ----------- ------------ Net cash provided by (used in) investing activities 1,250,954 23,668 (14,546,698) ----------- ----------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Distributions to partners from accumulated earnings (1,379,585) (792,316) (887,739) Limited partners' contributions 0 0 805,212 Sales commissions paid 0 0 (203,946) Offering costs paid 0 0 (40,261) Return of partner capital 0 0 (100) ----------- ----------- ------------ Net cash used in financing activities (1,379,585) (792,316) (326,834) ----------- ----------- ------------ NET DECREASE IN CASH AND CASH EQUIVALENTS (171,881) (747,765) (14,441,804) CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 366,301 1,114,066 15,555,870 ----------- ----------- ------------ CASH AND CASH EQUIVALENTS, END OF YEAR $ 194,420 $ 366,301 $ 1,114,066 =========== =========== ============ SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES: Deferred project costs applied to real estate and joint venture properties, net of deferred project costs transferred between joint venture properties $ 4,932 $ 117,611 $ 614,527 =========== =========== ============ Transfer of real estate assets to joint venture for partnership interest $ 0 $ 1,371,913 $ 0 =========== =========== ============
The accompanying notes are an integral part of these statements. F-6 WELLS REAL ESTATE FUND VII, L.P. (A GEORGIA PUBLIC LIMITED PARTNERSHIP) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997, 1996 AND 1995 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND BUSINESS Wells Real Estate Fund VII, L.P. (the "Partnership") is a public limited partnership organized on April 5, 1994 under the laws of the state of Georgia. The general partners are Leo F. Wells, III and Wells Partners, L.P. ("Wells Partners"), a Georgia nonpublic limited partnership. The Partnership has two classes of limited partnership interests, Class A and Class B units. Limited partners shall 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) remove a general partner. A majority vote on any of the above described matters will bind the Partnership, without the concurrence of the general partners. Each limited partnership unit has equal voting rights, regardless of class. The Partnership was formed to acquire and operate commercial real properties, including properties which are either to be developed, currently under development or construction, newly constructed, or have operating histories. The Partnership owns an interest in the following properties through joint ventures between the Partnership and other Wells Real Estate Funds: (i) a shopping center located in Cherokee County, Georgia, the Cherokee Commons Shopping Center ("Cherokee Commons"); (ii) an office/retail center in Roswell, Georgia; (iii) the Marathon Building, a three-story office building located in Appleton, Wisconsin; (iv) the Stockbridge Village III Retail Center, two retail buildings located in Stockbridge, Georgia; (v) a retail center expansion in Stockbridge, Georgia; (vi) a four-story office building located in Jacksonville, Florida ("the BellSouth property"); (vii) a retail shopping center in Clemmon, Forsyth County, North Carolina; (viii) an office building located in Gainesville, Florida; and (ix) a retail office building in Stockbridge, Georgia. USE OF ESTIMATES AND FACTORS AFFECTING THE PARTNERSHIP The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-7 The carrying values of the real estate assets are based on management's current intent to hold the real estate assets as long-term investments. The success of the Partnership's future operations and the ability to realize the investment in its assets will be dependent on the Partnership's ability to maintain rental rates, occupancy, and an appropriate level of operating expenses in future years. Management believes that the steps it is taking will enable the Partnership to realize its investment in its assets. INCOME TAXES The Partnership is not subject to federal or state income taxes, and therefore, none have been provided for in the accompanying financial statements. The partners are required to include their respective shares of profits and losses in their individual income tax returns. DISTRIBUTION OF NET CASH FROM OPERATIONS Cash available for distribution, as defined by the partnership agreement, is 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 adjusted capital contributions, as defined. Cash available for distribution is then paid to the general partners until they have received an amount equal to 10% of distributions. Any remaining cash available for distribution is split between the limited partners holding Class A units and the general partners on a basis of 90% and 10%, respectively. No distributions will be made to the limited partners holding Class B units. DISTRIBUTION OF SALES PROCEEDS Upon sales of properties, the net sales proceeds are distributed in the following order: . To limited partners, on a per unit basis, until all limited partners have received 100% of their adjusted capital contributions, as defined . To limited partners holding Class B units until they receive an amount equal to the net cash available for distribution received by the limited partners holding Class A units . To all limited partners until they receive a cumulative 10% per annum return on their adjusted capital contributions, as defined . To all limited partners until they receive an amount equal to their respective cumulative distributions, as defined . To the general partners until they have received 100% of their capital contributions, as defined . Thereafter, 80% to the limited partners and 20% to the general partners F-8 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, amortization, and cost recovery. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the partners. To the extent the Partnership's net income in any year exceeds net cash from operations, it will be allocated 99% to the limited partners holding Class A units and 1% to the general partners. Net loss, depreciation, amortization, and cost recovery deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Class B units and 1% to the general partners until their capital accounts are reduced to zero, (b) then to any partner having a positive balance in his capital account in an amount not to exceed such positive balance, and (c) thereafter to the general partners. Gain on the sale or exchange of the Partnership's properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are made, if applicable: (a) allocations made pursuant to a qualified income offset provision in the partnership agreement, (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero, (c) allocations to Class B limited partners in amounts equal to deductions for depreciation, amortization, and cost recovery 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, and (d) allocations to Class A limited partners and general partners in amounts equal to the deductions for depreciation, amortization, and cost recovery 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, 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 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 is 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. The joint ventures adopted SFAS No. 121 effective January 1, 1995. The impact of adopting SFAS No. 121 was not material to the financial statements of the Partnership or its affiliated joint ventures. F-9 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 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 real estate assets held by the Partnership or its affiliated joint ventures as of December 31, 1997. Depreciation for buildings, building improvements, and land improvements is calculated using the straight-line method over their useful lives. Effective October 1, 1995, the Partnership and its affiliated joint ventures revised their estimate of the useful lives of these assets 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 on the Partnership, through its ownership interest in joint ventures, of increasing depreciation expense approximately $26,135 in the fourth quarter of 1995 and $228,415 and $338,997 in the years ended December 31, 1996 and 1997, respectively. Tenant improvements are amortized over the life of the related lease or the life of the asset, whichever is shorter. REVENUE RECOGNITION. All leases on real estate assets held by the joint ventures are classified as operating leases, and the related rental income is recognized on a straight-line basis over the terms of the respective leases. PARTNERS' DISTRIBUTIONS AND ALLOCATIONS OF PROFIT AND LOSS. Cash available for distribution and allocations of profit and loss to the Partnership by the joint ventures are made in accordance with the terms of the individual joint venture agreements. Generally, these items are allocated in proportion to the partners' respective ownership interests. Cash is paid from the joint ventures to the Partnership quarterly. DEFERRED LEASE ACQUISITION COSTS. Costs incurred to procure operating leases are capitalized and amortized on a straight-line basis over the terms of the related leases. CASH AND CASH EQUIVALENTS For the purposes of the statements of cash flows, the Partnership considers all highly liquid 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, 1997, 1996, and 1995 is computed based on the weighted average number of units outstanding during the period. F-10 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 6% of the limited partner contributions, subject to certain overall limitations contained in the partnership agreement. Aggregate fees paid through December 31, 1997 were $1,358,722 and amounted to 3.5% 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 ventures. Deferred project costs at December 31, 1997 and 1996 represent fees not yet applied to properties. 3. RELATED-PARTY TRANSACTIONS Due from affiliates at December 31, 1997 and 1996 represents the Partnership's share of cash to be distributed for the fourth quarters of 1997 and 1996, respectively, as follows:
1997 1996 -------- -------- Fund I, II, II-OW, VI, and VII Associates--Cherokee $ 20,408 $ 18,925 Fund II, III, VI, VII Associates 64,466 24,215 Fund V, VI, and VII Associates 96,447 89,320 Fund VI and VII Associates 52,503 23,735 Fund VI, VII, and VIII Associates 129,035 95,300 Fund VII and VIII Associates 53,501 40,283 -------- -------- $416,360 $291,778 ======== ========
The Partnership entered into a property management agreement with Wells Management Company, Inc. ("Wells Management"), an affiliate of the general partners. In consideration for supervising the management of the Partnership's properties, the Partnership will generally pay Wells Management management and leasing fees equal to (a) 3% of the gross revenues for management and 3% of the gross revenues for leasing (aggregate maximum of 6%) plus a separate fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm's-length transactions by others rendering similar services in the same geographic area for similar properties or (b) in the case of commercial properties, which are leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term. F-11 The Partnership incurred management and leasing fees and lease acquisition costs, at the joint venture level, of $211,201, $103,785, and $22,735 for the years ended December 31, 1997, 1996, and 1995, respectively, which were paid to Wells Management. The Company performs certain administrative services for the Partnership, such as accounting and other partnership administration, and incurs the related expenses. Such expenses are allocated among the various Wells Real Estate Funds based on time spent on each fund by individual administrative personnel. In the opinion of management, such allocation is a reasonable estimation of such expenses. The general partners are also general partners in other Wells Real Estate Funds. As such, there may exist conflicts of interest where the general partners, while serving in the capacity as general partners for 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, 1997 and 1996 are summarized as follows:
1997 1996 ----------------------- ------------------------- AMOUNT PERCENT Amount Percent ----------- ------- ----------- ------- Fund I, II, II-OW, VI, and VII Associates--Cherokee $ 888,782 11% $ 929,897 11% Fund II, III, VI, and VII Associates 3,252,856 49 3,292,551 49 Fund V, VI, and VII Associates 3,254,304 42 3,405,643 42 Fund VI and VII Associates 3,360,265 57 3,410,542 57 Fund VI, VII, and VIII Associates 5,906,810 34 6,111,934 36 Fund VII and VIII Associates 2,376,818 38 2,474,474 38 ----------- ----------- $19,039,835 $19,625,041 =========== ===========
The following is a rollforward of the Partnership's investment in joint ventures for the years ended December 31, 1997 and 1996:
1997 1996 ----------- ----------- Investment in joint ventures, beginning of year $19,625,041 $18,110,964 Equity in income of joint ventures 785,398 457,144 Contributions to joint ventures 174,104 2,474,253 Distributions from joint ventures (1,544,708) (895,581) Return of capital 0 (521,739) ----------- ----------- Investment in joint ventures, end of year $19,039,835 $19,625,041 =========== ===========
F-12 FUND I, II, II-OW, VI, AND VII ASSOCIATES--CHEROKEE On August 1, 1995, the Partnership entered into a joint venture agreement with Wells Real Estate Fund I, Fund II and II-OW (a joint venture between Wells Real Estate Fund II and Wells Real Estate Fund II-OW), and Wells Real Estate Fund VI, L.P. ("Fund VI"). The joint venture, Fund I, II, II-OW, VI, and VII Associates--Cherokee, was formed for the purpose of owning and operating Cherokee Commons, a retail shopping center containing approximately 103,755 square feet located in Cherokee County, Georgia. Until the formation of this joint venture, Cherokee Commons was part of the Fund I and II Tucker- -Cherokee joint venture. Concurrent with the formation of the Fund I, II, II-OW, VI, and VII Associates--Cherokee joint venture, Cherokee Commons was transferred from the Fund I and II Tucker--Cherokee joint venture. Percentage ownership interests in Fund I, II, II-OW, VI, and VII Associates-- Cherokee were determined at the time of formation based on contributions. Under the terms of the joint venture agreement, Fund VI and Fund VII each contributed approximately $1 million to the new joint venture in return for a 10.7% ownership interest. Fund I's ownership interest in the Cherokee joint venture changed from 30.6% to 24%, and Fund II and II-OW joint venture's ownership interest changed from 69.4% to 54.6%. The $2 million in cash contributed to Cherokee was used to fund an expansion of the property for an existing tenant. F-13 Following are the financial statements for Fund I, II, II-OW, VI, and VII Associates--Cherokee: FUND I, II, II-OW, VI, AND VII ASSOCIATES--CHEROKEE (A GEORGIA JOINT VENTURE) BALANCE SHEETS DECEMBER 31, 1997 AND 1996 Assets
1997 1996 ---------- ---------- Real estate assets, at cost: Land $1,219,704 $1,219,704 Building and improvements, less accumulated depreciation of $2,273,149 in 1997 and $1,847,476 in 1996 6,939,884 7,329,974 ---------- ---------- Total real estate assets 8,159,588 8,549,678 Cash and cash equivalents 153,159 71,346 Accounts receivable 92,516 93,902 Prepaid expenses and other assets 99,869 78,527 ---------- ---------- Total assets $8,505,132 $8,793,453 ========== ========== Liabilities and Partners' Capital Liabilities: Accounts payable and accrued expenses $ 36,851 $ 23,130 Partnership distributions payable 194,123 112,817 Due to affiliates 93,940 78,375 ---------- ---------- Total liabilities 324,914 214,322 ---------- ---------- Partners' capital: Wells Real Estate Fund I 1,863,173 1,970,363 Fund II and II-OW 4,536,781 4,746,274 Wells Real Estate Fund VI 891,482 932,597 Wells Real Estate Fund VII 888,782 929,897 ---------- ---------- Total partners' capital 8,180,218 8,579,131 ---------- ---------- Total liabilities and partners' capital $8,505,132 $8,793,453 ========== ==========
F-14 FUND I, II, II-OW, VI AND VII ASSOCIATES--CHEROKEE (A GEORGIA JOINT VENTURE) STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 -------- -------- -------- Revenues: Rental income $880,652 $890,951 $778,204 Interest income 67 73 180 -------- -------- -------- 880,719 891,024 778,384 -------- -------- -------- Expenses: Depreciation 440,882 429,419 277,099 Operating costs, net of reimbursements 70,017 126,367 51,663 Property administration 26,260 42,868 39,316 Management and leasing fees 64,807 35,598 29,015 Lease acquisition costs 13,239 13,284 7,288 Legal and accounting 9,385 8,362 20,273 Computer costs 0 3,244 4,633 Loss on real estate assets 32,632 0 0 -------- -------- -------- 657,222 659,142 429,287 -------- -------- -------- Net income $223,497 $231,882 $349,097 ======== ======== ======== Net income allocated to Wells Real Estate Fund I $ 53,691 $ 55,705 $ 95,490 ======== ======== ======== Net income allocated to Fund II and II-OW $121,942 $126,517 $216,845 ======== ======== ======== Net income allocated to Wells Real Estate Fund VI $ 23,932 $ 24,830 $ 18,381 ======== ======== ======== Net income allocated to Wells Real Estate Fund VII $ 23,932 $ 24,830 $ 18,381 ======== ======== ========
F-15 FUND I, II, II-OW, VI AND VII ASSOCIATES--CHEROKEE (A GEORGIA JOINT VENTURE) STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
WELLS REAL FUND II WELLS REAL WELLS REAL TOTAL ESTATE AND ESTATE ESTATE PARTNERS' FUND I II-OW FUND VI FUND VII CAPITAL ---------- ---------- -------- -------- ---------- Balance, December 31, 1994 $2,140,194 $5,081,851 $ 0 $ 0 $7,222,045 Net income 95,490 216,845 18,381 18,381 349,097 Partnership contributions 0 0 997,965 995,266 1,993,231 Partnership distributions (126,697) (269,900) (36,069) (36,070) (468,736) Other (5,321) 0 0 0 (5,321) ---------- ---------- -------- -------- ---------- Balance, December 31, 1995 2,103,666 5,028,796 980,277 977,577 9,090,316 Net income 55,705 126,517 24,830 24,830 231,882 Partnership distributions (189,008) (409,039) (72,510) (72,510) (743,067) ---------- ---------- -------- -------- ---------- Balance, December 31, 1996 1,970,363 4,746,274 932,597 929,897 8,579,131 Net income 53,691 121,942 23,932 23,932 223,497 Partnership distributions (160,881) (331,435) (65,047) (65,047) (622,410) ---------- ---------- -------- -------- ---------- Balance, December 31, 1997 $1,863,173 $4,536,781 $891,482 $888,782 $8,180,218 ========== ========== ======== ======== ==========
F-16 FUND I, II, II-OW, VI, AND VII ASSOCIATES--CHEROKEE (A GEORGIA JOINT VENTURE) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 --------- --------- ----------- Cash flows from operating activities: Net income $ 223,497 $ 231,882 $ 349,097 --------- --------- ----------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 440,882 429,419 277,099 Loss on real estate assets 32,632 0 0 Changes in assets and liabilities: Accounts receivable 1,386 43,062 7,111 Prepaid expenses and other assets (21,342) 14,106 (42,937) Accounts payable and accrued expenses 13,721 (4,624) (279,529) Due to affiliates 15,565 9,613 9,909 --------- --------- ----------- Total adjustments 482,844 491,576 (28,347) --------- --------- ----------- Net cash provided by operating activities 706,341 723,458 320,750 --------- --------- ----------- Cash flows from investing activities: Investment in real estate (83,424) (28,231) (1,869,138) --------- --------- ----------- Cash flows from financing activities: Contributions from joint venture partners 0 0 2,100,403 Distributions to joint venture partners (541,104) (834,237) (376,011) --------- --------- ----------- Net cash (used in) provided by financing activities (541,104) (834,237) 1,724,392 --------- --------- ----------- Net increase (decrease) in cash and cash equivalents 81,813 (139,010) 176,004 Cash and cash equivalents, beginning of year 71,346 210,356 34,352 --------- --------- ----------- Cash and cash equivalents, end of year $ 153,159 $ 71,346 $ 210,356 ========= ========= =========== Supplemental disclosure of noncash investing activities: Deferred project costs applied by partners $ 0 $ 0 $ 85,637 ========= ========= ===========
FUND II, III, VI, AND VII ASSOCIATES On January 1, 1995, the Partnership entered into a joint venture agreement with Fund II and III Associates and Fund VI. The joint venture, Fund II, III, VI, and VII Associates, was formed for the purpose of acquiring, developing, operating, and selling real properties. During 1995, Fund II and III Associates contributed, at cost, a 4.3-acre tract of land from its 880 Property--Brookwood Grill to the Fund II, III, VI, and VII Associates joint venture. During 1996 and 1997, the Partnership and Fund VI made contributions to the joint venture. Ownership percentage interests were F-17 recomputed accordingly. Development was substantially completed in 1996 on two buildings containing a total of approximately 49,500 square feet. The following are the financial statements for Fund II, III, VI, and VII Associates: FUND II, III, VI, AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) BALANCE SHEETS DECEMBER 31, 1997 AND 1996 Assets
1997 1996 ---------- ---------- Real estate assets, at cost: Land $1,325,242 $1,325,242 Building and improvements, less accumulated depreciation of $507,772 in 1997 and $181,798 in 1996 5,025,276 4,568,805 Construction in progress 59,564 214,398 ---------- ---------- Total real estate assets 6,410,082 6,108,445 Cash and cash equivalents 219,391 675,703 Accounts receivable 54,524 67,334 Prepaid expenses and other assets 269,568 145,820 ---------- ---------- Total assets $6,953,565 $6,997,302 ========== ========== Liabilities and Partners' Capital Liabilities: Accounts payable and accrued expenses $ 170,776 $ 204,970 Partnership distributions payable 131,907 49,590 ---------- ---------- 302,683 254,560 ---------- ---------- Partners' capital: Fund II and III Associates 1,608,215 1,690,244 Wells Real Estate Fund VI 1,789,811 1,759,947 Wells Real Estate Fund VII 3,252,856 3,292,551 ---------- ---------- Total partners' capital 6,650,882 6,742,742 ---------- ---------- Total liabilities and partners' capital $6,953,565 $6,997,302 ========== ==========
F-18 FUND II, III, VI, AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
1997 1996 -------- -------- Revenues: Rental income $679,268 $255,062 -------- -------- Expenses: Depreciation 325,974 181,798 Operating costs, net of reimbursements 122,261 75,018 Management and leasing fees 48,962 16,376 Legal and accounting 4,885 14,928 Lease acquisition costs 50,872 12,456 Property administration 17,321 10,286 Computer costs 228 1,368 -------- -------- 570,503 312,230 -------- -------- Net income (loss) $108,765 $(57,168) ======== ======== Net income (loss) allocated to Fund II and III Associates $ 27,213 $(19,378) ======== ======== Net income (loss) allocated to Wells Real Estate Fund VI $ 28,409 $(10,193) ======== ======== Net income (loss) allocated to Wells Real Estate Fund VII $ 53,143 $(27,597) ======== ========
F-19 FUND II, III, VI, AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
FUND II WELLS WELLS REAL TOTAL AND III REAL ESTATE ESTATE PARTNERS' ASSOCIATES FUND VI FUND VII CAPITAL ---------- ---------- ---------- ---------- Balance, January 1, 1995 $ 0 $ 0 $ 0 $ 0 Partnership contributions 1,729,116 1,028,210 2,521,739 5,279,065 ---------- ---------- ---------- ---------- Balance, December 31, 1995 1,729,116 1,028,210 2,521,739 5,279,065 Partnership contributions 0 761,259 835,646 1,596,905 Partnership distributions (19,494) (19,329) (37,237) (76,060) Net loss (19,378) (10,193) (27,597) (57,168) ---------- ---------- ---------- ---------- Balance, December 31, 1996 1,690,244 1,759,947 3,292,551 6,742,742 Partnership contributions 0 116,675 121,576 238,251 Partnership distributions (109,242) (115,220) (214,414) (438,876) Net income 27,213 28,409 53,143 108,765 ---------- ---------- ---------- ---------- Balance, December 31, 1997 $1,608,215 $1,789,811 $3,252,856 $6,650,882 ========== ========== ========== ==========
F-20 FUND II, III, VI, AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 --------- ----------- ----------- Cash flows from operating activities: Net income (loss) $ 108,765 $ (57,168) $ 0 --------- ----------- ----------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 325,974 181,798 0 Changes in assets and liabilities: Accounts receivable 12,810 (67,334) 0 Prepaid expenses and other assets (123,748) (104,792) (41,028) Accounts payable and accrued expenses (34,194) 88,532 22,256 --------- ----------- ----------- Total adjustments 180,842 98,204 (18,772) --------- ----------- ----------- Net cash provided by (used in) operating activities 289,607 41,036 (18,772) --------- ----------- ----------- Cash flows from investing activities: (Decrease) increase in construction payables 0 (358,467) 452,649 Investment in real estate (620,059) (1,736,082) (2,595,190) --------- ----------- ----------- Net cash used in investing activities (620,059) (2,094,549) (2,142,541) --------- ----------- ----------- Cash flows from financing activities: Contributions from joint venture partners 230,699 1,434,308 3,482,691 Distributions to joint venture partners (356,559) (26,470) 0 --------- ----------- ----------- Net cash (used in) provided by financing activities (125,860) 1,407,838 3,482,691 --------- ----------- ----------- Net (decrease) increase in cash and cash equivalents (456,312) (645,675) 1,321,378 Cash and cash equivalents, beginning of year 675,703 1,321,378 0 --------- ----------- ----------- Cash and cash equivalents, end of year $ 219,391 $ 675,703 $ 1,321,378 ========= =========== =========== Supplemental disclosure of noncash activities: Contribution of real estate assets $ 0 $ 0 $ 1,729,116 ========= =========== =========== Deferred project costs applied by partners $ 7,552 $ 162,597 $ 67,257 ========= =========== ===========
FUND V, VI, AND VII ASSOCIATES On September 8, 1994, the Partnership entered into a joint venture agreement with Wells Real Estate Fund V, L.P. ("Fund V") and Fund VI. The joint venture, Fund V, VI, and VII Associates, was formed for the purpose of investing in commercial real properties. In September 1994, Fund V, VI, and VII Associates purchased a 75,000-square-foot, three-story office building known as the Marathon Building in Appleton, Wisconsin. F-21 Following are the financial statements for Fund V, VI, and VII Associates: FUND V, VI, AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) BALANCE SHEETS DECEMBER 31, 1997 AND 1996
Assets 1997 1996 ----------- ---------- Real estate assets, AT COST: Land $ 314,591 $ 314,591 Building and improvements, less accumulated depreciation of $1,005,614 in 1997 and $655,029 in 1996 7,362,290 7,712,875 ---------- ---------- Total real estate assets 7,676,881 8,027,466 Cash and cash equivalents 231,232 214,145 Accounts receivable 130,577 142,358 ---------- ---------- Total assets $8,038,690 $8,383,969 ========== ========== Liabilities and Partners' Capital Liabilities: Partnership distributions payable $ 231,232 $ 214,145 Due to affiliates 6,166 5,695 ---------- ---------- Total liabilities 237,398 219,840 ---------- ---------- Partners' capital: Wells Real Estate Fund V 1,283,867 1,343,590 Wells Real Estate Fund VI 3,263,121 3,414,896 Wells Real Estate Fund VII 3,254,304 3,405,643 ---------- ---------- Total partners' capital 7,801,292 8,164,129 ---------- ---------- Total liabilities and partners' capital $8,038,690 $8,383,969 ========== ==========
F-22 FUND V, VI, AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
1997 1996 1995 -------- -------- -------- Revenues: Rental income $968,219 $971,017 $971,017 -------- -------- -------- Expenses: Depreciation 350,585 350,585 243,428 Management and leasing fees 39,671 38,841 38,841 Legal and accounting 5,690 7,331 13,715 Property administration 3,878 4,641 8,150 Computer costs 107 1,410 1,749 Operating costs 2,230 1,254 1,943 -------- -------- -------- 402,161 404,062 307,826 -------- -------- -------- Net income $566,058 $566,955 $663,191 ======== ======== ======== Net income allocated to Wells Real Estate Fund V $ 93,173 $ 93,321 $109,161 ======== ======== ======== Net income allocated to Wells Real Estate Fund VI $236,782 $237,157 $277,413 ======== ======== ======== Net income allocated to Wells Real Estate Fund VII $236,103 $236,477 $276,617 ======== ======== ========
FUND V, VI, AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
WELLS REAL WELLS REAL WELLS REAL TOTAL ESTATE ESTATE ESTATE PARTNERS' FUND V FUND VI FUND VII CAPITAL ---------- ---------- ---------- ---------- Balance, December 31, 1994 $1,422,081 $3,614,367 $3,604,542 $8,640,990 Net income 109,161 277,413 276,617 663,191 Partnership distributions (139,588) (354,736) (353,719) (848,043) ---------- ---------- ---------- ---------- Balance, December 31, 1995 1,391,654 3,537,044 3,527,440 8,456,138 Net income 93,321 237,157 236,477 566,955 Partnership distributions (141,385) (359,305) (358,274) (858,964) ---------- ---------- ---------- ---------- Balance, December 31, 1996 1,343,590 3,414,896 3,405,643 8,164,129 Net income 93,173 236,782 236,103 566,058 Partnership distributions (152,896) (388,557) (387,442) (928,895) ---------- ---------- ---------- ---------- Balance, December 31, 1997 $1,283,867 $3,263,121 $3,254,304 $7,801,292 ========== ========== ========== ==========
F-23 FUND V, VI, AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 --------- --------- --------- Cash flows from operating activities: Net income $ 566,058 $ 566,955 $ 663,191 --------- --------- --------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 350,585 350,585 243,428 Changes in assets and liabilities: Accounts receivable 11,781 (61,017) (61,017) Accounts payable 0 0 (3,000) Due to affiliates 471 2,441 2,441 --------- --------- --------- Total adjustments 362,837 292,009 181,852 --------- --------- --------- Net cash provided by operating activities 928,895 858,964 845,043 Cash flows from financing activities: Distributions to joint venture partners (911,808) (853,946) (835,231) --------- --------- --------- Net increase in cash and cash equivalents 17,087 5,018 9,812 Cash and cash equivalents, beginning of year 214,145 209,127 199,315 --------- --------- --------- Cash and cash equivalents, end of year $ 231,232 $ 214,145 $ 209,127 ========= ========= =========
FUND VI AND VII ASSOCIATES On December 9, 1994, the Partnership entered into a joint venture agreement with Fund VI. The joint venture, Fund VI and VII Associates, was formed for the purpose of investing in commercial properties. In December 1994, the Partnership contributed its interest in a parcel of land, the Stockbridge Village III Retail Center property, located in Stockbridge, Georgia, to the joint venture. The Stockbridge Village III Retail Center property is comprised of two separate outparcel buildings totaling approximately 18,500 square feet. One of the outparcel buildings began operations during 1995. The other outparcel began operations during 1996. On June 7, 1995, Fund VI and VII Associates purchased 3.38 acres of real property located in Stockbridge, Georgia. The retail center expansion consists of a multi-tenant shopping center containing approximately 29,000 square feet. During 1995 and 1997, both the Partnership and Fund VI made contributions to Fund VI and VII Associates, and during 1996, the Partnership made additional contributions to the joint venture. Ownership percentage interests were recomputed accordingly. F-24 Following are the financial statements for Fund VI and VII Associates: FUND VI AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) BALANCE SHEETS DECEMBER 31, 1997 AND 1996 Assets
1997 1996 ---------- ---------- Real estate assets, AT COST: Land $1,812,447 $1,812,447 Building and improvements, less accumulated depreciation of $364,311 in 1997 and $165,695 in 1996 3,834,375 3,497,180 Construction in progress 34,669 115,438 ---------- ---------- Total real estate assets 5,681,491 5,425,065 Cash and cash equivalents 33,921 505,724 Accounts receivable 191,854 93,166 Prepaid expenses and other assets 131,527 82,706 ---------- ---------- Total assets $6,038,793 $6,106,661 ========== ========== Liabilities and Partners' Capital Liabilities: Accounts payable $ 95,044 $ 103,535 Partnership distributions payable 91,435 41,473 Due to affiliates 4,606 2,412 ---------- ---------- Total liabilities 191,085 147,420 ---------- ---------- Partners' capital: Wells Real Estate Fund VI 2,487,443 2,548,699 Wells Real Estate Fund VII 3,360,265 3,410,542 ---------- ---------- Total partners' capital 5,847,708 5,959,241 ---------- ---------- Total liabilities and partners' capital $6,038,793 $6,106,661 ========== ==========
F-25 FUND VI AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 -------- -------- ------- Revenues: Rental income $485,346 $316,487 $88,239 -------- -------- ------- Expenses: Depreciation 198,616 137,422 28,273 Operating costs, net of reimbursements 19,833 50,299 31,835 Lease acquisition costs 25,619 34,153 2,546 Management and leasing fees 30,371 20,192 6,453 Property administration 20,803 19,123 6,871 Legal and accounting 21,622 14,277 3,240 Computer costs 0 4,188 1,136 -------- -------- ------- 316,864 279,654 80,354 -------- -------- ------- Net income $168,482 $ 36,833 $ 7,885 ======== ======== ======= Net income allocated to Wells Real Estate Fund VI $ 71,983 $ 15,775 $ 4,107 ======== ======== ======= Net income allocated to Wells Real Estate Fund VII $ 96,499 $ 21,058 $ 3,778 ======== ======== =======
F-26 FUND VI AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
WELLS REAL WELLS REAL TOTAL ESTATE ESTATE PARTNERS' FUND VI FUND VII CAPITAL ---------- ---------- ---------- Balance, December 31, 1994 $1,053,648 $ 188,684 $1,242,332 Net income 4,107 3,778 7,885 Partnership contributions 1,529,340 3,118,321 4,647,661 Other 3,725 4,612 8,337 ---------- ---------- ---------- Balance, December 31, 1995 2,590,820 3,315,395 5,906,215 Net income 15,775 21,058 36,833 Partnership contributions 0 151,306 151,306 Partnership distributions (57,896) (77,217) (135,113) ---------- ---------- ---------- Balance, December 31, 1996 2,548,699 3,410,542 5,959,241 Net income 71,983 96,499 168,482 Partnership contributions 15,378 52,528 67,906 Partnership distributions (148,617) (199,304) (347,921) ---------- ---------- ---------- Balance, December 31, 1997 $2,487,443 $3,360,265 $5,847,708 ========== ========== ==========
F-27 FUNDS VI AND VII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
1997 1996 1995 --------- ----------- ----------- Cash flows from operating activities: Net income $ 168,482 $ 36,833 $ 7,885 --------- ----------- ----------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 198,616 137,422 28,273 Changes in assets and liabilities: Accounts receivable (98,688) (59,241) (33,925) Prepaid expenses and other assets (48,821) (13,757) (68,949) Accounts payable 26,509 21,049 17,486 Due to affiliates 2,194 (4,485) 6,897 --------- ----------- ----------- Total adjustments 79,810 80,988 (50,218) --------- ----------- ----------- Net cash provided by (used in) operating activities 248,292 117,821 (42,333) --------- ----------- ----------- Cash flows from investing activities: (Decrease) increase in construction payables (35,000) (14,116) 49,116 Investment in real estate (455,042) (1,060,466) (3,000,848) --------- ----------- ----------- Net cash used in investing activities (490,042) (1,074,582) (2,951,732) --------- ----------- ----------- Cash flows from financing activities: Contributions from joint venture partners 67,906 145,002 4,396,851 Distributions to joint venture partners (297,959) (79,332) (5,971) --------- ----------- ----------- Net cash (used in) provided by financing activities (230,053) 65,670 4,390,880 --------- ----------- ----------- Net (decrease) increase in cash and cash equivalents (471,803) (891,091) 1,396,815 Cash and cash equivalents, beginning of year 505,724 1,396,815 0 --------- ----------- ----------- Cash and cash equivalents, end of year $ 33,921 $ 505,724 $ 1,396,815 ========= =========== =========== Supplemental disclosure of noncash items: Deferred project costs applied by partners $ 0 $ 6,304 $ 250,810 ========= =========== ===========
Fund VI, VII, and VIII Associates On April 17, 1995, the Partnership entered into a joint venture with Fund VI and Wells Real Estate Fund VIII, L.P. ("Fund VIII"). The joint venture, Fund VI, VII, and VIII Associates, was formed to acquire, develop, operate, and sell real properties. On April 25, 1995, the joint venture purchased a 5.55- acre parcel of land in Jacksonville, Florida. A 92,964-square-foot office building, known as the BellSouth property, was completed and commenced operations in 1996. On May 31, 1995, the joint venture purchased a 14.683- F-28 acre parcel of land located in Clemmons, Forsyth County, North Carolina. A retail shopping center was developed and was substantially complete at December 31, 1997. During 1996, Fund VI and the Partnership each withdrew $500,000 from the joint venture in order to contribute needed funds to Fund II, III, VI, and VII Associates. In addition, deferred project costs related to Fund VI and the Partnership of $23,160 and $21,739, respectively, were unapplied when the contributions were withdrawn. During 1996, Fund VIII made an additional contribution of $2,815,965, which included $115,965 of deferred project costs that were applied. Ownership percentage interests were recomputed accordingly. Following are the financial statements for Fund VI, VII, and VIII Associates: FUND VI, VII, AND VIII ASSOCIATES (A GEORGIA JOINT VENTURE) BALANCE SHEETS DECEMBER 31, 1997 AND 1996
Assets 1997 1996 ----------- ----------- Nonoperating real estate assets, at cost: Land $ 0 $ 3,159,929 Construction in progress 0 4,587,178 ----------- ----------- Total nonoperating real estate assets 0 7,747,107 ----------- ----------- Operating real estate assets, at cost: Land 4,461,819 1,301,890 Building and improvements, less accumulated depreciation of $925,106 in 1997 and $290,407 in 1996 11,747,642 7,004,986 Construction in progress 94,715 0 ----------- ----------- Total operating real estate assets 16,304,176 8,306,876 ----------- ----------- Total real estate assets 16,304,176 16,053,983 ----------- ----------- Cash and cash equivalents 1,059,001 929,683 Accounts receivable 104,021 27,851 Prepaid expenses and other assets 712,814 691,741 ----------- ----------- Total assets $18,180,012 $17,703,258 =========== ===========
F-29
Liabilities and Partners' Capital Liabilities: Accounts payable $ 100,792 $ 203,275 Partnership distributions payable 386,390 268,656 Due to affiliates 5,177 1,555 ----------- ----------- Total liabilities 492,359 473,486 ----------- ----------- Partners' capital: Wells Real Estate Fund VI 6,058,082 6,268,458 Wells Real Estate Fund VII 5,906,810 6,111,934 Wells Real Estate Fund VIII 5,722,761 4,849,380 ----------- ----------- Total partners' capital 17,687,653 17,229,772 ----------- ----------- Total liabilities and partners' capital $18,180,012 $17,703,258 =========== ===========
FUND VI, VII, AND VIII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 AND FOR THE PERIOD FROM INCEPTION (APRIL 17, 1995) TO DECEMBER 31, 1995
1997 1996 1995 -------- -------- -------- Revenues: Rental income $2,087,588 $ 876,711 $ 0 Interest income 19,464 147,581 270,723 Other income 360 150 0 ---------- --------- -------- 2,107,412 1,024,442 270,723 Expenses: Depreciation 634,699 290,407 0 Operating costs 460,873 262,090 12,792 Lease acquisition costs 97,457 50,388 0 Management and leasing fees 135,308 48,942 0 Legal and accounting 15,934 17,251 0 Property administration 27,180 15,975 10,980 Computer costrs 0 642 0 ---------- -------- -------- 1,371,451 685,695 23,772 ---------- -------- -------- Net income $ 735,961 $338,747 $246,951 ========== ======== ======== Net income allocated to Wells Real Estate Fund VI $ 258,122 $134,875 $108,199 ========== ======== ======== Net income allocated to Wells Real Estate Fund VII $ 251,676 $131,609 $105,848 ========== ======== ======== Net income allocated to Wells Real Estate Fund VIII $ 226,163 $ 72,263 $ 32,904 ========== ======== ========
F-30 FUND VI, VII, AND VIII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 AND FOR THE PERIOD FROM INCEPTION (APRIL 17, 1995) TO DECEMBER 31, 1995
WELLS REAL Wells Real Wells Real Total ESTATE ESTATE ESTATE PARTNERS' Fund VI Fund VII Fund VIII Capital ---------- ---------- ---------- ----------- Balance, April 17, 1995 $ 0 $ 0 $ 0 $ 0 Net income 108,199 105,848 32,904 246,951 Partnership contributions 6,871,903 6,711,976 2,085,890 15,669,769 Partnership distributions (113,803) (111,331) (34,609) (259,743) ---------- ---------- ---------- ----------- Balance, December 31, 1995 6,866,299 6,706,493 2,084,185 15,656,977 Net income 134,875 131,609 72,263 338,747 Partnership contributions 0 0 2,815,965 2,815,965 Partnership distributions (209,556) (204,429) (123,033) (537,018) Return of contributions (523,160) (521,739) 0 (1,044,899) ---------- ---------- ---------- ----------- Balance, December 31, 1996 6,268,458 6,111,934 4,849,380 17,229,772 Net income 258,122 251,676 226,163 735,961 Partnership contributions 0 0 1,055,900 1,055,900 Partnership distributions (468,498) (456,800) (408,682) (1,333,980) ---------- ---------- ---------- ----------- Balance, DECEMBER 31, 1997 $6,058,082 $5,906,810 $5,722,761 $17,687,653 ========== ========== ========== ===========
F-31 FUND VI, VII, AND VIII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 AND FOR THE PERIOD FROM INCEPTION (APRIL 17, 1995) TO DECEMBER 31, 1995
1997 1996 1995 ----------- ----------- ----------- Cash flows from operating activities: Net income $ 735,961 $ 338,747 $ 246,951 ----------- ----------- ----------- Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 634,699 290,407 0 Changes in assets and liabilities: Accounts receivable (76,170) 5,149 (33,000) Prepaid expenses and other assets (21,073) (427,363) (264,378) Accounts payable 8,312 37,480 0 Due to affiliates 3,622 1,555 0 ----------- ----------- ----------- Total adjustments 549,390 (92,772) (297,378) ----------- ----------- ----------- Net cash provided by (used in) operating activities 1,285,351 245,975 (50,427) ----------- ----------- ----------- Cash flows from investing activities: (Decrease) increase in construction payables (110,795) (607,204) 772,999 Investment in real estate (828,992) (7,381,063) (8,892,261) ----------- ----------- ----------- Net cash used in investing activities (939,787) (7,988,267) (8,119,262) ----------- ----------- ----------- Cash flows from financing activities: Contributions received from joint venture partners 1,000,000 2,700,000 15,669,769 Return of contributions from joint venture partners 0 (1,000,000) 0 Distributions to joint venture partners (1,216,246) (375,952) (152,153) ----------- ----------- ----------- Net cash (used in) provided by financing activities (216,246) 1,324,048 15,517,616 ----------- ----------- ----------- Net increase (decrease) in cash and cash equivalents 129,318 (6,418,244) 7,347,927 Cash and cash equivalents, beginning of period 929,683 7,347,927 0 ----------- ----------- ----------- Cash and cash equivalents, end of period $ 1,059,001 $ 929,683 $ 7,347,927 =========== =========== =========== Supplemental disclosure of noncash items: Deferred project costs contributed by partners, net $ 55,900 $ 71,066 $ 669,769 =========== =========== ===========
FUND VII AND VIII ASSOCIATES On February 10, 1995, the Partnership entered into a joint venture agreement with Fund VIII. The joint venture, Fund VII and VIII Associates, was formed to acquire, develop, operate, and sell real properties. During 1995, the joint venture purchased a five-acre parcel of land in Gainesville, Alachua County, Florida. A 62,975-square-foot office building was constructed and began operations during 1995. In April 1996, the Partnership contributed 1.01 acres of land located in Stockbridge, Georgia, and improvements thereon to the joint venture for the development of a 12,000-square-foot, single- story combination retail/office building. The building was completed and commenced operations in 1996. F-32 The following are the financial statements for Fund VII and VIII Associates: FUND VII AND VIII ASSOCIATES (A GEORGIA JOINT VENTURE) BALANCE SHEETS DECEMBER 31, 1997 AND 1996
Assets 1997 1996 ---------- ---------- Real estate assets, at cost: Land $ 822,320 $ 822,320 Building and improvements, less accumulated depreciation of $467,401 in 1997 and $235,083 in 1996 5,020,941 5,250,058 Personal property, less accumulated depreciation of $62,059 in 1997 and $32,270 in 1996 235,824 265,613 Construction in progress 9,002 6,186 ---------- ---------- Total real estate assets 6,088,087 6,344,177 Cash and cash equivalents 238,222 248,432 Accounts receivable 14,398 0 Prepaid expenses and other assets 77,894 71,963 ---------- ---------- Total assets $6,418,601 $6,664,572 ========== ========== Liabilities and Partners' Capital Liabilities: Accounts payable $ 26,953 $ 51,293 Due to affiliates 844 0 Partnership distributions payable 140,964 106,136 ---------- ---------- Total liabilities 168,761 157,429 ---------- ---------- Partners' capital: Wells Real Estate Fund VII 2,376,818 2,474,474 Wells Real Estate Fund VIII 3,873,022 4,032,669 ---------- ---------- Total partners' capital 6,249,840 6,507,143 ---------- ---------- Total liabilities and partners' capital $6,418,601 $6,664,572 ========== ==========
F-33 FUND VII AND VIII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF INCOME (LOSS) FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 AND FOR THE PERIOD FROM INCEPTION (FEBRUARY 10, 1995) TO DECEMBER 31, 1995
1997 1996 1995 -------- -------- ------- Revenues: Rental income $637,692 $583,264 $15,995 Other income 180 320 0 -------- -------- ------- 637,872 583,584 15,995 -------- -------- ------- Expenses: Depreciation 262,106 249,262 18,091 Management and leasing fees 57,360 57,590 960 Lease acquisition costs 32,727 31,060 0 Legal and accounting 9,973 23,554 0 Property administration 24,830 17,202 0 Computer costs 107 2,073 0 Operating costs, net of reimbursements (76,060) (14,588) 2,770 -------- -------- ------- 311,043 366,153 21,821 -------- -------- ------- Net income (loss) $326,829 $217,431 $(5,826) ======== ======== ======= Net income (loss) allocated to Wells Real Estate Fund VII $124,045 $ 70,767 $(1,299) ======== ======== ======= Net income (loss) allocated to Wells Real Estate Fund VIII $202,784 $146,664 $(4,527) ======== ======== =======
F-34 FUND VII AND VIII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF PARTNERS' CAPITAL FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 AND FOR THE PERIOD FROM INCEPTION (FEBRUARY 10, 1995) TO DECEMBER 31, 1995
WELLS REAL Wells Real Total ESTATE ESTATE PARTNERS' Fund VII Fund VIII Capital ---------- ---------- ---------- Balance, February 10, 1995 $ 0 $ 0 $ 0 Net loss (1,299) (4,527) (5,826) Partnership contributions 1,066,354 3,716,236 4,782,590 Partnership distributions (2,735) (9,530) (12,265) ---------- ---------- ---------- Balance, December 31, 1995 1,062,320 3,702,179 4,764,499 Net income 70,767 146,664 217,431 Partnership contributions 1,487,301 458,393 1,945,694 Partnership distributions (145,914) (274,567) (420,481) ---------- ---------- ---------- Balance, December 31, 1996 2,474,474 4,032,669 6,507,143 Net income 124,045 202,784 326,829 Partnership distributions (221,701) (362,431) (584,132) ---------- ---------- ---------- Balance, DECEMBER 31, 1997 $2,376,818 $3,873,022 $6,249,840 ========== ========== ==========
F-35 FUND VII AND VIII ASSOCIATES (A GEORGIA JOINT VENTURE) STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 AND FOR THE PERIOD FROM INCEPTION (FEBRUARY 10, 1995) TO DECEMBER 31, 1995
1997 1996 1995 --------- ---------- ----------- Cash flows from operating activities: Net income (loss) $ 326,829 $ 217,431 $ (5,826) --------- ---------- ----------- Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation 262,106 249,262 18,091 Changes in assets and liabilities: Accounts receivable (14,398) 15,995 (15,995) Prepaid expenses and other assets (5,931) (71,963) 0 Accounts payable (24,340) 51,293 0 Due to affiliates 844 (960) 960 --------- ---------- ----------- Total adjustments 218,281 243,627 3,056 --------- ---------- ----------- Net cash provided by (used in) operating activities 545,110 461,058 (2,770) --------- ---------- ----------- Cash flows from investing activities: (Decrease) increase in construction payables 0 (285,787) 285,787 Investment in real estate (6,016) (136,623) (4,868,154) Contributions from partners 0 536,394 4,585,137 --------- ---------- ----------- Net cash (used in) provided by investing activities (6,016) 113,984 2,770 --------- ---------- ----------- Cash flows from financing activities: Distributions to joint venture partners (549,304) (326,610) 0 --------- ---------- ----------- Net (decrease) increase in cash and cash equivalents (10,210) 248,432 0 Cash and cash equivalents, beginning of year 248,432 0 0 --------- ---------- ----------- Cash and cash equivalents, end of year $ 238,222 $ 248,432 $ 0 ========= ========== =========== Supplemental disclosure of noncash activities: Deferred project costs applied by partners, net of deferred project costs transferred $ 0 $ 37,387 $ 197,453 ========= ========== =========== Contribution of real estate assets $ 0 $1,371,913 $ 0 ========= ========== ===========
F-36 5. INCOME TAX BASIS NET INCOME AND PARTNERS' CAPITAL The Partnership's income tax basis net income for the years ended December 31, 1997, 1996, and period from inception (April 5, 1994) to December 31, 1995 is calculated as follows:
1997 1996 1995 ---------- -------- -------- Financial statement net income $ 733,149 $452,776 $804,043 Increase (decrease) in net income resulting from: Depreciation expense for financial reporting purposes in excess of amounts for income tax purposes 338,997 228,415 26,135 Joint venture change in ownership 0 0 7,814 Expenses deductible when paid for income tax purposes, accrued for financial reporting purposes 4,018 5,143 12,240 Rental income accrued for financial reporting purposes in excess of amounts for income tax purposes (67,796) (28,891) (37,830) ---------- -------- -------- Income tax basis net income $1,008,368 $657,443 $812,402 ========== ======== ========
The Partnership's income tax basis partners' capital at December 31, 1997, 1996, and 1995 is computed as follows:
1997 1996 1995 ----------- ----------- ------------ Financial statement partners' capital $19,262,165 $20,016,024 $20,460,712 Increase (decrease) in partners' capital resulting from: Depreciation expense for financial reporting purposes in excess of amounts for income tax purposes 593,547 254,550 26,135 Joint venture change in ownership 7,814 7,814 7,814 Capitalization of syndication cost for income tax purposes, which are accounted for as cost of capital for financial reporting purposes 3,595,776 3,595,776 3,595,776 Accumulated rental income accrued for financial reporting purposes in excess of amounts for income tax purposes (141,515) (73,719) (46,368) Accumulated expenses deductible when paid for income tax purposes, accrued for financial reporting purposes 20,204 16,186 12,582 Partnership's distributions payable 404,129 296,706 189,753 ----------- ----------- ----------- Income tax basis partners' capital $23,742,120 $24,113,337 $24,246,404 =========== =========== ===========
F-37 6. RENTAL INCOME The future minimum rental income due from the Partnership's respective ownership interests in joint ventures under noncancelable operating leases at December 31, 1997 is as follows:
Year ending December 31: 1998 $ 2,102,376 1999 2,087,529 2000 1,990,890 2001 1,868,729 2002 1,513,280 Thereafter 7,302,300 ----------- $16,865,104 ===========
Three significant tenants contributed approximately 30%, 18%, and 13% of rental income, which is included in equity of income of joint ventures, for the year ended December 31, 1997. In addition, three significant tenants will contribute approximately 22%, 20%, and 19% of future minimum rental income. The future minimum rental income due Fund I, II, II-OW, VI, and VII Associates--Cherokee under noncancelable operating leases at December 31, 1997 is as follows:
Year ending December 31: 1998 $ 833,808 1999 788,101 2000 725,527 2001 675,986 2002 653,869 Thereafter 5,061,423 ---------- $8,738,714 ==========
One significant tenant contributed approximately 67% of rental income for the year ended December 31, 1997. In addition, one significant tenant will contribute approximately 89% of future minimum rental income. F-38 The future minimum rental income due Fund II, III, VI, and VII Associates under noncancelable operating leases at December 31, 1997 is as follows:
Year ending December 31: 1998 $ 811,017 1999 800,552 2000 655,056 2001 589,985 2002 335,261 Thereafter 385,280 ---------- $3,577,151 ==========
Two significant tenants contributed approximately 18% and 15% of rental income for the year ended December 31, 1997. In addition, two significant tenants will contribute approximately 28% and 14% of future minimum rental income. The future minimum rental income due Fund V, VI, and VII Associates under noncancelable operating leases at December 31, 1997 is as follows:
Year ending December 31: 1998 $ 980,000 1999 980,000 2000 980,000 2001 980,000 2002 990,000 Thereafter 3,960,000 ---------- $8,870,000 ==========
One significant tenant contributed 100% of rental income for the year ended December 31, 1997 and will contribute 100% of future minimum rental income. The future minimum rental income due Fund VI and VII Associates under noncancelable operating leases at December 31, 1997 is as follows:
Year ending December 31: 1998 $ 517,319 1999 505,102 2000 462,620 2001 383,707 2002 286,043 Thereafter 555,183 ---------- $2,709,974 ==========
Two significant tenants contributed approximately 10% and 22% of rental income for the year ended December 31, 1997. In addition, two significant tenants will contribute approximately 17% and 33% of future minimum rental income. F-39 The future minimum rental income due Fund VI, VII, and VIII Associates under noncancelable operating leases at December 31, 1997 is as follows:
Year ending December 31: 1998 $ 2,179,779 1999 2,183,002 2000 2,195,447 2001 2,082,905 2002 1,927,031 Thereafter 11,759,263 ----------- $22,327,427 ===========
Two significant tenants contributed 55% and 26% of rental income for the year ended December 31, 1997. In addition, two significant tenants will contribute approximately 43% and 46% of future minimum rental income. The future minimum rental income due Fund VII and VIII Associates under noncancelable operating leases at December 31, 1997 is as follows:
Year ending December 31: 1998 $ 623,623 1999 628,138 2000 632,652 2001 632,653 2002 637,168 Thereafter 1,935,567 ---------- $5,089,801 ==========
Two significant tenants contributed approximately 83% and 17% of rental income for the year ended December 31, 1997. In addition, two significant tenants will contribute approximately 82% and 18% of future minimum rental income. F-40 7. QUARTERLY RESULTS (UNAUDITED) Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 1997 and 1996:
1997 Quarters Ended -------------------------------------------------- March 31 June 30 September 30 December 31 --------- --------- ------------ ----------- Revenues $ 191,776 $ 210,706 $ 213,191 $ 200,564 Net income 165,215 185,256 199,810 182,868 Net income allocated to Class A limited partners 363,044 393,903 437,946 421,072 Net loss allocated to Class B limited partners (197,829) (208,647) (238,136) (238,204) Net income per weighted average Class A limited partner unit outstanding (a) $ 0.20 $ 0.21 $ 0.23 $ 0.22 Net loss per weighted average Class B limited partner unit outstanding (0.34) (0.38) (0.43) (0.53) Cash distribution per weighted average Class A limited partner unit outstanding 0.19 0.19 0.20 0.21
(a) The totals of the four quarterly amounts for net income per weighted average Class A limited partner unit outstanding for the year ended December 31, 1997 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.
1996 Quarters Ended ------------------------------------------------- March 31 June 30 September 30 December 31 --------- --------- ------------ ----------- Revenues $157,876 $ 64,932 $ 132,231 $ 188,252 Net income 133,370 29,133 116,876 173,397 Net income allocated to Class A limited partners 220,170 227,333 261,135 353,967 Net loss allocated to Class B limited partners (86,800) (198,200) (144,259) (180,570) Net income per weighted average Class A limited partner unit outstanding $ 0.13 $ 0.15 $ 0.14 $ 0.20 Net loss per weighted average Class B limited partner unit outstanding (0.12) (0.32) (0.27) (0.27) Cash distribution per weighted average Class A limited partner unit outstanding 0.11 0.10 0.12 0.17
8. COMMITMENTS AND CONTINGENCIES Management, after consultation with legal counsel, is not aware of any significant litigation or claims against the Partnership or the Company. In the normal course of business, the Partnership or the Company may become subject to such litigation or claims. F-41 WELLS REAL ESTATE FUND VII, L.P. (A GEORGIA PUBLIC LIMITED PARTNERSHIP) SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION DECEMBER 31, 1997
INITIAL COST GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1997 ------------------------ COSTS OF -------------------------------------------------- BUILDINGS AND CAPITALIZED BUILDINGS AND CONSTRUCTION DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS LAND IMPROVEMENTS IN PROGRESS TOTAL - ---------------------------------------- --------- -------------- ------------ ------ ------------- ------------ ------------ MARATHON BUILDING (a) None $ 314,591 $8,367,904 $0 $ 314,591 $ 8,367,904 $ 0 $ 8,682,495 STOCKBRIDGE VILLAGE III (b) None 1,015,674 0 1,977,793 1,062,720 1,927,980 2,767 2,993,467 STOCKBRIDGE VILLAGE I EXPANSION (c) None 712,234 0 2,340,101 749,727 2,270,706 31,902 3,052,335 880 PROPERTY (d) None 1,325,242 0 5,592,612 1,325,242 5,533,048 59,564 6,917,854 BELLSOUTH PROPERTY (e) None 1,244,256 0 7,353,027 1,301,890 7,295,393 0 8,597,283 TANGLEWOOD COMMONS (f) None 3,020,040 0 5,611,959 3,159,928 5,377,356 94,715 8,631,999 CHEROKEE COMMONS (g) None 1,142,663 6,462,837 2,827,237 1,219,704 9,210,142 2,891 10,432,737 HANNOVER PROPERTY (h) None 512,001 869,037 137,466 534,262 981,238 3,004 1,518,504 GAINESVILLE PROPERTY (i) None 222,627 0 4,876,416 288,058 4,804,987 5,998 5,099,043 ---------- ----------- ----------- ---------- ---------- ---------- ----------- Total $9,509,328 $15,699,778 $30,716,611 $9,956,122 $45,768,754 $ 200,841 $55,925,717 ========== =========== =========== ========== =========== ========== ===========
LIFE OF WHICH ACCUMULATED DATE OF DATE DEPRECIATION DESCRIPTION DEPRECIATION CONSTRUCTION ACQUIRED IS COMPUTED (j) - ---------------------------- ------------ ------------ ---------- ---------------- MARATHON BUILDING (a) $1,005,614 1991 09/16/94 20 to 25 years STOCKBRIDGE VILLAGE III (b) 199,541 1995 04/07/94 20 to 25 years STOCKBRIDGE VILLAGE I EXPANSION (c) 164,770 1996 06/07/95 20 to 25 years 880 PROPERTY (d) 507,772 1996 01/31/90 20 to 25 years BELLSOUTH PROPERTY (e) 733,951 1996 04/25/95 20 to 25 years TANGLEWOOD COMMONS (f) 191,155 1997 05/31/95 20 to 25 years CHEROKEE COMMONS (g) 2,273,149 1986 06/09/87 20 to 25 years HANNOVER PROPERTY (h) 75,316 1996 01/16/95 20 to 25 years GAINESVILLE PROPERTY (i) 451,144 1995 01/20/95 20 to 25 years ---------- $5,605,412 ==========
- ------------- (a) The Marathon Building is a three-story, 75,000-square-foot building located in Appleton, Wisconsin. It is owned by Fund V, VI, and VII Associates. The Partnership owned a 42% interest in Fund V, VI, and VII Associates as of December 31, 1997. (b) Stockbridge Village III consists of two retail buildings located in Stockbridge, Georgia. It is owned by Fund VI and VII Associates. The Partnership owned a 57% interest in Fund VI and VII Associates as of December 31, 1997. (c) Stockbridge Village I Expansion is a 3.38-acre tract of real property under development located in Clayton County, Georgia. It is owned by Fund VI and VII Associates. The Partnership owned a 57% interest in Fund VI and VII Associates as of December 31, 1997. (d) The 880 Property is a 4.3-acre tract of real property under development in Roswell, Georgia. It is owned by Fund II, III, VI, and VII Associates. The Partnership owned a 49% interest in Fund II, III, VI, and VII Associates as of December 31, 1997. (e) The BellSouth Property is a four story, 92,964 square foot building located in Jacksonville, Florida. It is owned by Fund VI, VII, and VIII Associates. The Partnership owned a 34% interest in Fund VI, VII, and VIII Associates as of December 31, 1997. (f) Tanglewood Commons is a 14.68-acre tract of real property under construction in Clemmons, Forsyth County, North Carolina. It is owned by Fund VI, VII, and VIII Associates. The Partnership owned a 34% interest in Fund VI, VII, and VIII Associates as of December 31, 1997. (g) Cherokee Commons is a retail shopping center located in Cherokee County, Georgia. It is owned by Fund I, II, II-OW, VI, and VII Associates--Cherokee. The Partnership owned an 11% interest in Fund I, II, II-OW, VI, and VII Associates--Cherokee at December 31, 1997. (h) The Hannover Property consists of a one-story building located in Stockbridge, Georgia. It is owned by Fund VII and VIII Associates. The Partnership owned a 38% interest in Fund VII and VIII Associates as of December 31, 1997. (i) The Gainesville Property consists of a two-story building located in Gainesville, Florida. It is owned by Fund VII and VIII Associates. The Partnership owned a 38% interest in Fund VII and VIII Associates as of December 31, 1997. (j) Depreciation lives used for buildings were 40 years through September 30, 1995, changed to 25 years thereafter. Depreciation lives used for land improvements are 20 years. S-1 WELLS REAL ESTATE FUND VII, L.P. (A GEORGIA PUBLIC LIMITED PARTNERSHIP) SCHEDULE III--REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION DECEMBER 31, 1997
ACCUMULATED COST DEPRECIATION ----------- ------------ BALANCE AT DECEMBER 31, 1995 $43,197,196 $ 1,768,865 1996 additions 10,719,375 1,638,893 1996 deductions 0 0 ----------- ---------- BALANCE AT DECEMBER 31, 1996 53,916,571 3,407,758 1997 additions 2,056,986 2,212,812 1997 deductions (47,840) (15,208) ----------- ---------- BALANCE AT DECEMBER 31, 1997 $55,925,717 $5,605,412 =========== ==========
S-2 EXHIBIT INDEX ------------- (Wells Real Estate Fund VII, L.P.) The following documents are filed as exhibits to this report. Those exhibits previously filed and incorporated herein by reference are identified below by an asterisk. For each such asterisked exhibit, there is shown below the description of the previous filing. Exhibits which are not required for this report are omitted.
EXHIBIT SEQUENTIAL NUMBER Description of Document PAGE NUMBER - ------- ----------------------- ----------- *3(a) Certificate of Limited Partnership of Wells Real Estate N/A Fund VII, L.P. (Exhibit 3(d) to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908) *4(a) Agreement of Limited Partnership of Wells Real Estate N/A Fund VII, L.P. dated April 5, 1994 (Exhibit to Form 10-K of Wells Real Estate Fund VII, L.P. for the fiscal year ended December 31, 1994, File No. 0-25606) *4(b) First Amendment to Agreement of Limited Partnership of N/A Wells Real Estate Fund VII, L.P. dated April 5, 1994 (Exhibit to Form 10-K of Wells Real Estate Fund VII, L.P. for the fiscal year ended December 31, 1994, File No. 0-25606) *10(a) Management Agreement dated April 5, 1994, between Wells N/A Real Estate Fund VII, L.P. and Wells Management Company, Inc. (Exhibit to Form 10-K of Wells Real Estate Fund VII, L.P. for the fiscal year ended December 31, 1994, File No. 0-25606) *10(b) Leasing and Tenant Coordinating Agreement dated April 5, N/A 1994, between Wells Real Estate Fund VII, L.P. and Wells Management Company, Inc. (Exhibit to Form 10-K of Wells Real Estate Fund VII, L.P. for the fiscal year ended December 31, 1994, File No. 0-25606) *10(c) Custodial Agency Agreement dated April 1, 1994, between N/A Wells Real Estate Fund VII, L.P. and NationsBank of Georgia, N.A. (Exhibit 10(f) to Post-Effective Amendment No. 5 to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908)
EXHIBIT SEQUENTIAL NUMBER Description of Document PAGE NUMBER - ------- ----------------------- ----------- *10(d) Joint Venture Agreement of Fund V, Fund VI and Fund VII N/A Associates dated September 8, 1994, among Wells Real Estate Fund V, L.P., Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P. (Exhibit 10(j) to Post-Effective Amendment No. 6 to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908) *10(e) Agreement for the Purchase and Sale of Property dated N/A August 24, 1994, between Interglobia Inc. - Appleton and NationsBank of Georgia, N.A., as Agent for Fund V and Fund VI Associates (Exhibit 10(k) to Post-Effective Amendment No. 6 to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908) *10(f) Assignment and Assumption of Agreement for the Purchase N/A and Sale of Real Property dated September 9, 1994, between NationsBank of Georgia, N.A., as Agent for Fund V and Fund VI Associates, and NationsBank of Georgia, N.A., as Agent for Fund V, Fund VI and Fund VII Associates (Exhibit 10(l) to Post-Effective Amendment No. 6 to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908) *10(g) Building Lease dated February 14, 1991, between N/A Interglobia Inc. - Appleton and Marathon Engineers/Architects/Planners, Inc. (included as part of Exhibit D to Exhibit 10(k) to Post-Effective Amendment No. 6 to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908)
EXHIBIT SEQUENTIAL NUMBER Description of Document PAGE NUMBER - ------- ----------------------- ----------- *10(h) Limited Guaranty of Lease dated January 1, 1993, by J. N/A P. Finance OY and Fluor Daniel, Inc. for the benefit of Interglobia Inc. - Appleton (included as Exhibit B to Assignment, Assumption and Amendment of Lease referred to as Exhibit 10(i) below, which is included as part of Exhibit D to Exhibit 10(k) to Post-Effective Amendment No. 6 to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908) *10(i) Assignment, Assumption and Amendment of Lease dated N/A January 1, 1993, among Interglobia Inc. - Appleton, Marathon Engineers/Architects/Planners, Inc. and Jaakko Poyry Fluor Daniel (included as part of Exhibit D to Exhibit 10(k) to Post-Effective Amendment No. 6 to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908) *10(j) Second Amendment to Building lease dated August 15, N/A 1994, between Interglobia Inc. - Appleton and Jaakko Poyry Fluor Daniel (successor-in-interest to Marathon Engineers/Architects/Planners, Inc.) (included as Exhibit D-1 to Exhibit 10(k) to Post-Effective Amendment No. 6 to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908) *10(k) Assignment and Assumption of Lease dated September 6, N/A 1994, between Interglobia Inc. - Appleton and NationsBank of Georgia, N.A., as Agent for Fund V, Fund VI and Fund VII Associates (Exhibit 10(q) to Post-Effective Amendment No. 6 to Form S-11 Registration Statement of Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P., File No. 33-55908)
EXHIBIT SEQUENTIAL NUMBER Description of Document PAGE NUMBER - ------- ----------------------- ----------- *10(l) Agreement for the Purchase and Sale of Real Property N/A dated April 7, 1994, between 138 Industrial Ltd. and NationsBank of Georgia, N.A., as Agent for Wells Real Estate Fund VI, L.P. (Exhibit 10(s) to Form 10-K of Wells Real Estate Fund VI, L.P. for the fiscal year ended December 31, 1994, File No. 0-23656) *10(m) Land and Building Lease Agreement dated August 22, 1994, N/A between KRR Stockbridge, Inc. d/b/a Kenny Rogers Roasters and NationsBank of Georgia, N.A., as Agent for Wells Real Estate Fund VI, L.P. (Exhibit 10(t) to Form 10-K of Wells Real Estate Fund VI, L.P. for the fiscal year ended December 31, 1994, File No. 0-23656) *10(n) Joint Venture Agreement of Fund VI and Fund VII N/A Associates dated December 9, 1994 (Exhibit 10(u) to Form 10-K of Wells Real Estate Fund VI, L.P. for the fiscal year ended December 31, 1994, File No. 0-23656) *10(o) Building Lease Agreement dated December 19, 1994, N/A between Damon's of Stockbridge, LLC d/b/a Damon's Clubhouse and NationsBank of Georgia, N.A., as Agent for Fund VI and Fund VII Associates, (Exhibit 10(v) to Form 10-K of Wells Real Estate Fund VI, L.P. for the fiscal year ended December 31, 1994, File No. 0-23656) *10(p) Joint Venture Agreement of Fund II, III, VI and VII N/A Associates dated January 10, 1995 (Exhibit 10(w) to Form 10-K of Wells Real Estate Fund VI, L.P. for the fiscal year ended December 31, 1995, File No. 0-23606)
EXHIBIT SEQUENTIAL NUMBER Description of Document PAGE NUMBER - ------- ----------------------- ----------- *10(q) Fund VII and Fund VIII Associates Joint Venture N/A Agreement dated February 10, 1995 (Exhibit 10(g) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(r) Agreement for the Purchase and Sale of Real Property N/A dated March 31, 1994 (Exhibit 10(h) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(s) Letter Agreement amending Agreement for the Purchase and N/A Sale of Real Property dated July 27, 1994 (Exhibit 10(i) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(t) Letter Agreement amending Agreement for the Purchase and N/A Sale of Real Property dated October 27, 1994 (Exhibit 10(j) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(u) Letter Agreement between NationsBank of Georgia, N.A., N/A as Agent for Wells Real Estate Fund VII, L.P., as Landlord, and CH2M Hill, Inc., as Tenant (Exhibit 10(k) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(v) First Amendment to Lease Agreement between NationsBank N/A of Georgia, N.A., as Agent for Wells Real Estate Fund VII, L.P., as Landlord, and CH2M Hill, Inc., as Tenant (Exhibit 10(l) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(w) Second Amendment to Lease Agreement between NationsBank N/A of Georgia, N.A., as Agent for Wells Real Estate Fund VII, L.P., as Landlord, and CH2M Hill, Inc, as Tenant (Exhibit 10(m) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852)
EXHIBIT SEQUENTIAL NUMBER Description of Document PAGE NUMBER - ------- ----------------------- ----------- *10(x) Development Agreement between Wells Real Estate Fund N/A VII, L.P. and ADEVCO Corporation (Exhibit 10(n) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(y) Owner-Contractor Agreement between Wells Real Estate N/A Fund VII, L.P., as Owner, and Integra Construction, Inc., as Contractor (Exhibit 10(o) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(z) Architect's Agreement between Wells Real Estate Fund N/A VII, L.P., as Owner, and Smallwood, Reynolds, Stewart, Stewart & Associates, Inc., as Architect (Exhibit 10(p) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(aa) Joint Venture Agreement of Fund VI, Fund VII and Fund N/A VIII Associates dated April 17, 1995 (Exhibit 10(q) to Post-Effective Amendment No. 3 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(bb) Agreement for the Purchase and Sale of Real Property N/A dated February 13, 1995, between G.L. National, Inc. and Wells Capital, Inc. (Exhibit 10(r) to Post-Effective Amendment No. 3 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(cc) Agreement to Lease dated February 15, 1995, between N/A NationsBank of Georgia, N.A., as Agent for Wells Real Estate Fund VII, L.P., and BellSouth Advertising & Publishing Corporation (Exhibit 10(s) to Post-Effective Amendment No. 3 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852)
EXHIBIT SEQUENTIAL NUMBER Description of Document PAGE NUMBER - ------- ----------------------- ----------- *10(dd) Development Agreement dated April 25, 1995, between Fund N/A VI, Fund VII and Fund VIII Associates and ADEVCO Corporation (Exhibit 10(t) to Post-Effective Amendment No. 3 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(ee) Owner-Contractor Agreement dated April 24, 1995, between N/A Fund VI, Fund VII and Fund VIII Associates, as Owner, and McDevitt Street Bovis, Inc., as Contractor (Exhibit 10(u) to Post-Effective Amendment No. 3 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(ff) Architect's Agreement dated February 15, 1995, between N/A Wells Real Estate Fund VII, L.P., as Owner, and Mayes, Suddereth & Etheredge, Inc., as Architect (Exhibit 10(v) to Post-Effective Amendment No. 3 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(gg) First Amendment to Joint Venture Agreement of Fund VI N/A and Fund VII Associates (Exhibit 10(dd) to Form 10-K of Wells Real Estate Fund VI, L.P. for the fiscal year ended December 31, 1995, File No. 0-23656) *10(hh) First Amendment to Joint Venture Agreement of Fund VI, N/A Fund VII and Fund VIII Associates dated May 30, 1995 (Exhibit 10(w) to Post-Effective Amendment No. 4 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(ii) Real Estate Purchase Agreement dated April 13, 1995 N/A (Exhibit 10(x) to Post-Effective Amendment No. 4 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852)
EXHIBIT SEQUENTIAL NUMBER Description of Document PAGE NUMBER - ------- ----------------------- ----------- *10(jj) Lease Agreement dated February 27, 1995, between N/A NationsBank of Georgia, N.A., as Agent for Wells Real Estate Fund VII, L.P., and Harris Teeter, Inc. (Exhibit 10(y) to Post-Effective Amendment No. 4 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(kk) Development Agreement dated May 31, 1995, between Fund N/A VI, Fund VII and Fund VIII Associates and Norcom Development, Inc. (Exhibit 10(z) to Post- Effective Amendment No. 4 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., File No. 33-83852) *10(ll) Joint Venture Agreement of Fund I, II, II-OW, VI and VII Associates dated August 1, 1995 (Exhibit 10(ii) to Form N/A 10-K of Wells Real Estate Fund VI, L.P. for the fiscal year ended December 31, 1995, File No. 0-23656) *10(mm) Lease Modification Agreement No. 3 with The Kroger Co. dated December 31, 1993 (Exhibit 10(k) to Form 10-K of N/A Wells Real Estate Fund I for the fiscal year ended December 31, 1993, File No. 0-14463) *10(nn) First Amendment to Joint Venture Agreement of Fund VII N/A and Fund VIII Associates dated April 1, 1996, filed herewith *10(oo) Lease Agreement with Moovies, Inc. dated May 20, 1996, N/A filed herewith
EX-27 2 FINANCIAL DATA SCHEDULE
5 12-MOS DEC-31-1997 JAN-01-1997 DEC-31-1997 194,420 19,039,835 416,360 0 0 15,679 0 0 19,666,294 404,129 0 0 0 0 19,262,165 19,666,294 0 816,237 0 0 83,088 0 0 0 0 0 0 0 0 733,149 0 0
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