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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 1, 1998
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Wells Real Estate Fund X, L.P.
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(Exact name of registrant as specified in its charter)
Georgia
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(State or other jurisdiction of incorporation)
0-23719 58-2250093
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(Commission File Number) (IRS Employer Identification No.)
3885 Holcomb Bridge Road, Norcross, Georgia 30092
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Wells Real Estate Fund X, L.P. (the "Registrant") hereby amends its Current
Report on Form 8-K, dated April 15, 1998 to provide the required financial
statements of the Registrant relating to the acquisition by the Registrant of
the Iomega Building located in Ogden, Weber County, Utah, as described in such
Current Report.
Item 7. Financial Statements and Exhibits.
(a) Audited Financial Statements. The following audited financial
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statements of the Registrant relating to the real property acquired are
submitted at the end of this Amendment to Current Report and are filed herewith
and incorporated herein by reference:
Page
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Report of Independent Public Accountants F-1
Statement of Revenues Over Certain Operating
Expenses for the Year Ended December 31, 1997 F-2
Notes to Statement of Revenues Over Certain
Operating Expenses for the Year Ended December 31, 1997 F-3
(b) Pro Forma Financial Information. The following unaudited pro forma
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financial statements of the Registrant relating to the real property acquired
are submitted at the end of this Amendment to Current Report and are filed
herewith and incorporated herein by reference:
Page
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Summary of Unaudited Pro Forma Combined Financial Statements F-4
Pro Forma Combined Balance Sheet as of December 31, 1997
(Unaudited) F-5
Pro Forma Combined Statement of Income for the Year Ended
December 31, 1997 (Unaudited) F-6
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
WELLS REAL ESTATE FUND X, L.P.
Registrant
By: /s/ Leo F. Wells, III
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Leo F. Wells, III, as General Partner and
as President and sole Director of Wells
Capital, Inc., the General Partner of
Wells Partners, L.P., General Partner
Date: May 12, 1998
3
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wells Real Estate Fund X, L.P.:
We have audited the accompanying statement of revenues over certain operating
expenses for the IOMEGA BUILDING for the year ended December 31, 1997. this
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues over certain operating
expenses is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the statement of
revenues over certain operating expenses. 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
audit provides a reasonable basis for our opinion.
As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the Iomega
Building after acquisition by Wells Real Estate Fund X, L.P. The accompanying
statement of revenues over certain operating expenses was prepared for the
purpose of complying with the rules and regulations of the Securities and
Exchange Commission and is not intended to be a complete presentation of the
Iomega Building's revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Iomega Building for the year ended December 31, 1997 in
conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP /s/ Arthur Andersen LLP
Atlanta, Georgia
April 27, 1998
F-1
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IOMEGA BUILDING
STATEMENT OF REVENUES OVER CERTAIN
OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1997
REVENUES:
Rental $552,828
Common area maintenance 71,826
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624,654
OPERATING EXPENSES 70,400
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REVENUES OVER CERTAIN OPERATING EXPENSES $554,254
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The accompanying notes are an integral part of this statement.
F-2
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IOMEGA BUILDING
NOTES TO STATEMENT OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1997
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Real Estate Property Acquired
On April 1, 1998, Wells Real Estate Fund X, L.P. acquired the Iomega
Building, a 100,000-square-foot single-story warehouse and office building
located in Ogden, Utah, for a cash purchase price of $5,025,000 plus
acquisition expenses of $25,425. The building is 100% occupied by one tenant
with a ten year lease term that expires on July 31, 2006. The monthly base
rent payable under the lease is $40,000 through November 12, 1999. Beginning
on the 40/th/ and 80/th/ months of the lease term, the monthly base rent
payable under the lease will be increased to reflect an amount equal to 100%
of the increase in the Consumer Price Index (as defined in the lease) during
the preceding 40 months; provided however, that in no event shall the base
rent be increased with respect to any one year by more than 6% or by less
than 3% per annum, compounded annually, on a cumulative basis from the
beginning of the lease term. The lease is a triple net lease, whereby the
terms require the tenant to reimburse Wells Real Estate Fund X, L.P. for
certain operating expenses, as defined in the lease, related to the building.
Rental Revenues
Rental income from the lease is recognized on a straight-line basis over the
life of the lease.
2. BASIS OF ACCOUNTING
The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, the
statement excludes certain historical expenses, such as depreciation and
management fees, not comparable to the operations of the Iomega Building
after acquisition by Wells Real Estate Fund X, L.P.
F-3
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WELLS REAL ESTATE FUND X, L.P.
(UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS)
The following unaudited pro forma combined balance sheet as of December 31, 1997
and the pro forma combined statement of income for the year ended December 31,
1997 have been prepared as if the acquisition of the Iomega Building had
occurred on December 31, 1997 with respect to the balance sheet and on January
1, 1997 with respect to the statement of income.
These unaudited pro forma combined financial statements are prepared for
informational purposes only and are not necessarily indicative of future results
or of actual results that would have been achieved had the acquisition been
consummated at the beginning of the period presented.
The pro forma combined financial statements are based on available information
and certain assumptions that management believes are reasonable. Final
adjustments may differ from the pro forma adjustments herein.
F-4
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WELLS REAL ESTATE FUND X, L.P.
PRO FORMA COMBINED BALANCE SHEET
DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
WELLS Combined
Real Estate Pro Forma Balance
Fund X, L.P. Adjustments Sheet
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<S> <C> <C> <C>
ASSETS:
Real estate assets, at cost:
Land $ 0 $ 403,442 $ 403,442
Building 0 4,888,898 4,888,898
Investment in joint ventures 3,662,803 0 3,662,803
Cash and cash equivalents 18,404,232 (5,050,425)(a) 13,353,807
Deferred project costs 912,317 (241,915) 670,402
Organizational costs 25,000 0 25,000
Prepaid expenses and other assets 712,392 0 712,392
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Total assets $23,716,744 $ 0 $23,716,744
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LIABILITIES:
Due to affiliate $ 105,008 $ 0 $ 105,008
Partnership distributions payable 294,309 0 294,309
Sales commissions payable 242,387 0 242,387
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Total liabilities 641,704 0 641,704
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PARTNERS' CAPITAL:
General partners 338 0 338
Limited partners:
Class A 18,019,767 0 18,019,767
Class B 5,054,935 0 5,054,935
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Total partner's capital 23,075,040 0 23,075,040
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Total liabilities and partners' capital $23,716,744 $ 0 $23,716,744
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</TABLE>
(a) Reflects the purchase price and acquisition expenses related to the Iomega
Building.
F-5
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WELLS REAL ESTATE FUND X, L.P.
PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
(UNAUDITED)
<TABLE>
<CAPTION>
Pro Forma
Wells Combined
Real Estate Pro Forma Income
Fund X, L.P. Adjustments Statement
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<S> <C> <C> <C>
REVENUES:
Rental $ 0 $ 552,828 $ 552,828
Common area maintenance 0 71,826 71,826
Equity in loss of joint ventures (10,035) 0 (10,035)
Interest income 382,542 0 382,542
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372,507 624,654 997,161
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EXPENSES:
Depreciation 0 195,556 195,556
Operating costs 0 70,400 70,400
Management and leasing fees 0 22,073 22,073
Partnership administration 71,554 0 71,554
Legal and accounting 9,135 0 9,135
Amortization of organization expenses 6,250 0 6,250
Computer costs 7,543 0 7,543
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94,482 288,029 382,511
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Net income $278,025 $ 336,625 $ 614,650
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NET LOSS ALLOCATED TO GENERAL PARTNERS $ (162) $ (338) $ (500)
NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS 302,682 532,181 834,863
NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS (24,675) (195,218) (219,893)
NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT $ 0.28 $ 0.49 $ 0.77
NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT (0.09) (0.71) (0.80)
CASH DISTRIBUTION PER WEIGHTED AVERAGE CLASS A LIMITED
PARTNER UNIT 0.27 0.42 0.69
</TABLE>
F-6
