WELLS REAL ESTATE FUND X L P
10-Q, 1998-05-15
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-Q

   (Mark One)

   [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

   For the quarterly period ended              March 31, 1998       or
                                 ----------------------------------   

   [ ] Transition report pursuant to Section 13 or 15(d) of the Securities
       Exchange Act of 1934

   For the transition period from__________________to__________________

   Commission file number                       0-23719
                         ------------------------------

                        Wells Real Estate Fund X, L.P.
   -------------------------------------------------------------------------
    (Exact name of registrant as specified in its charter)

               Georgia                                   58-2250093
   --------------------------------------           -------------------
   (State of other jurisdiction of                   (I.R.S. Employer
   incorporation or organization)                   Identification no.)

    3885 Holcomb Bridge Road, Norcross, Georgia              30092
   ---------------------------------------------------------------------------
   (Address of principal executive offices)                (Zip Code)

   Registrant's telephone number, including area code (770) 449-7800
                                                      --------------

- ------------------------------------------------------------------------------
   (Former name, former address and former fiscal year,
   if changed since last report)

     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
       ------       -----

<PAGE>
 
                                    Form 10-Q
                                    ---------

                          Wells Real Estate Fund X,L.P.
                          -----------------------------

                                      INDEX
                                      -----


                                                                        Page No.
                                                                        --------
                                                                                

PART I.  FINANCIAL INFORMATION
 
  Item 1. Financial Statements
 
            Balance Sheets - March 31, 1998
             and December 31, 1997..........................................  3
 
            Statement of Income for the Three
             Months ended March 31, 1998 and 1997...........................  4
 
            Statement of Partners' Capital for the Year
             Ended December 31, 1997 and
             for the Three Months Ended March 31, 1998......................  5
 
            Statement of Cash Flows for the Three Months
             Ended March 31, 1998 and 1997..................................  6
 
            Condensed Notes to Financial Statements.........................  7
 
  Item 2. Management's Discussion and Analysis of
            Financial Condition and Results of Operations................... 10 
 
PART II.  OTHER INFORMATION................................................. 16

                                       2
<PAGE>
 
                         WELLS REAL ESTATE FUND X, L.P.
                     (A GEORGIA PUBLIC LIMITED PARTNERSHIP)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                           Assets                                         March 31, 1998           December 31, 1997
                           ------                                         --------------           -----------------
<S>                                                                       <C>                         <C>
Cash and cash equivalents                                                    $ 8,965,946                 $18,404,232
Investment in joint venture                                                   12,984,740                   3,662,803
Deferred project costs                                                           458,052                     912,317
Organization cost, less accumulated
 amortization of $6,250 in 1997 & $7,813 in 1998                                  23,438                      25,000
Prepaid expenses and other assets                                                753,892                     712,392
Due from affiliates                                                              101,419                           0
                                                                             -----------                 -----------
 
   Total assets                                                              $23,287,487                 $23,716,744
                                                                             ===========                 ===========
 
             Liabilities and Partners' Capital
             ---------------------------------
 
Liabilities:
 Sales commissions payable                                                             0                     242,387
 Due to affiliates                                                                 1,468                     105,008
 Partnership distribution payable                                                252,019                     294,309
                                                                             -----------                 -----------
 
   Total liabilities                                                             253,487                     641,704
                                                                             -----------                 -----------
 
Partners' capital:
 General partners                                                                    338                         338
 Original limited partner                                                              0                           0
 Limited Partners:
  Class A--2,115,077 units outstanding
     at March 31, 1998                                                        18,064,845                  18,019,767
  Class B--597,814 units outstanding
     at March 31, 1998                                                         4,968,817                   5,054,935
                                                                             -----------                 -----------
 
   Total partners' capital                                                    23,034,000                  23,075,040
                                                                             -----------                 -----------
 
   Total liabilities and partners' capital                                   $23,287,487                 $23,716,744
                                                                             ===========                 ===========
</TABLE>
           See accompanying condensed notes to financial statements

                                       3
<PAGE>
 
                         WELLS REAL ESTATE FUND X, L.P.
                     (A GEORGIA PUBLIC LIMITED PARTNERSHIP)

                              STATEMENT OF INCOME
                                        
<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                               ------------------------------------
                                                               March 31, 1998        March 31, 1997
                                                               --------------        --------------
<S>                                                            <C>                   <C>
Revenues:
  Interest income                                                    $168,665               $10,000
  Equity in income of joint venture                                    61,940                     0
                                                                     --------               -------
                                                                      230,605                10,000

Expenses:
  Computer costs                                                        1,986                 1,292
  Printing and notebooks                                                  802                 6,371
  Administrative salaries                                               7,013                 5,326
  Office expense                                                        1,054                   853
  Postage                                                               2,439                   346
  Other                                                                 4,771                   209
  Amortization of organization costs                                    1,562                     0
                                                                     --------               -------
                                                                       19,627                14,397
                                                                     --------               -------
 
  Net income (loss)                                                  $210,978               $(4,397)
                                                                     ========               =======
 
Net loss allocated to General Partners                               $      0               $   (44)
 
Net income allocated to Class A Limited Partners                     $305,844               $     0
 
Net loss allocated to Class B Limited Partners                       $(94,866)              $(4,353)
 
Net income per weighted average         
  Class A Limited Partner Unit                                       $    .15               $     0
 
Net (loss) income per weighted average
  Class B Limited Partner Unit                                       $   (.16)              $  (.05)
 
Cash distribution per Class A Limited Partner Unit                   $    .12               $     0
</TABLE>

           See accompanying condensed notes to financial statements.

                                       4
<PAGE>
 
                         WELLS REAL ESTATE FUND X, L.P.
                     (A GEORGIA PUBLIC LIMITED PARTNERSHIP)

                         STATEMENT OF PARTNERS' CAPITAL
                   FOR THE THREE MONTHS ENDED MARCH 31, 1998
                        AND YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
                                                                LIMITED PARTNERS                                 
                                                ------------------------------------------------
                                                         CLASS A                  CLASS B                        TOTAL
                                                -------------------------  ---------------------   GENERAL     PARTNERS'
                                      ORIGINAL     UNITS        AMOUNTS      UNITS     AMOUNTS     PARTNERS      CAPITAL
                                     ---------  ----------  -------------  -------  ------------  ---------  -------------
 
<S>                                 <C>        <C>         <C>            <C>      <C>           <C>        <C>
BALANCE,
  DECEMBER 31, 1996                      $ 100           0    $         0         0   $        0      $ 500    $       600
 
  Limited partner contributions              0   2,116,099     21,160,987   596,792    5,967,925          0     27,128,912
  Net income (loss)                          0           0        302,862         0      (24,675)      (162)       278,025
  Partnership distributions                  0           0       (294,309)        0            0          0       (294,309)
  Return of capital                       (100)          0              0         0            0          0           (100)
  Sales commissions                          0           0     (2,116,099)        0     (596,792)         0     (2,712,891)
  Other offering expenses                    0           0     (1,033,674)        0     (291,523)         0     (1,325,197)
                                         -----   ---------    -----------   -------   ----------      -----    -----------
  
BALANCE,
  DECEMBER 31, 1997                          0   2,116,099     18,019,767   596,792    5,054,935        338     23,075,040
   
  Net income (loss)                          0           0        305,844         0      (94,866)         0        210,978
  Partnership distributions                  0           0       (252,018)        0            0          0       (252,018)
  Class A conversion elections               0      (1,022)        (8,748)    1,022        8,748          0              0
                                         -----   ---------    -----------   -------   ----------      -----    -----------
 
BALANCE,
  MARCH 31, 1998                             0   2,115,077    $18,064,845   597,814   $4,968,817        338    $23,034,000
                                         =====   =========    ===========   =======   ==========      =====    ===========
</TABLE>
           See accompanying condensed notes to financial statements.

                                       5
<PAGE>
 
                         WELLS REAL ESTATE FUND X, L.P.
                     (A GEORGIA PUBLIC LIMITED PARTNERSHIP)

                            STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           Three Months Ended
                                                                   -----------------------------------
                                                                   March 31, 1998       March 31, 1997
                                                                   --------------       --------------
<S>                                                                <C>                    <C>
Cash flows from operating activities:
 Net income (loss)                                                    $   210,978           $   (4,397)
 Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
   Equity in income of joint ventures                                     (61,940)                   0
   Amortization of organization costs                                       1,562                    0
 Changes in assets and liabilities:
  Increase in prepaid expenses and other assets                           (41,501)             (10,000)
  Decrease in due to affiliates                                          (103,539)              33,734
                                                                      -----------           ----------
   Net cash provided by operating activities                                5,560               19,337
                                                                      -----------           ----------
 
Cash flows from investing activities:
  Investment in joint ventures                                         (8,907,149)                   0
  Deferred project costs paid                                                   0             (246,042)
                                                                      -----------           ----------
   Net cash used in investing activities                               (8,907,149)            (246,042)
                                                                      -----------           ----------
 
Cash flows from financing activities:
  Limited partners' contributions                                               0            6,151,038
  Sales commissions paid                                                 (242,388)            (535,397)
  Offering costs paid                                                           0             (307,552)
  Distribution to Partners from accumulated earnings                     (294,309)                   0
                                                                      -----------           ----------
 
   Net cash (used in) provided by  financing activities                  (536,697)           5,308,089
                                                                      -----------           ----------
 
Net (decrease) increase in cash and cash equivalents                   (9,438,286)           5,081,384
 
Cash and cash equivalents, beginning of year                           18,404,232                  600
                                                                      -----------           ----------
 
Cash and cash equivalents, end of period                              $ 8,965,946           $5,081,984
                                                                      ===========           ==========
 
Supplemental disclosure of noncash investing   activities:
  Deferred project costs applied to joint venture
   property                                                           $   454,266           $        0
                                                                      ===========           ==========
</TABLE>

           See accompanying condensed notes to financial statements.

                                       6
<PAGE>
 
                         WELLS REAL ESTATE FUND X, L.P.
                     (A Georgia Public Limited Partnership)

                    Condensed Notes to Financial Statements
                                        
                                 March 31, 1998

  (1) Summary of Significant Accounting Policies
      ------------------------------------------

     (a) General
     -----------

     Wells Real Estate Fund X, L.P. (the "Partnership") is a Georgia public
     limited partnership having Leo F. Wells, III and Wells Partners, L.P., as
     General Partners.  The Partnership was formed on June 20, 1996, for the
     purpose of acquiring, developing, owning, operating, improving, leasing,
     and otherwise managing for investment purposes, income producing commercial
     properties.

     On December 31, 1996, the Partnership commenced a public offering of up to
     $35,000,000 of limited partnership units ($10.00 per unit) pursuant to a
     Registration Statement on Form S-11 filed under the Securities Act of 1933.
     The Partnership commenced active operations on February 4, 1997, when it
     received and accepted subscriptions for 125,000 units.  An aggregate
     requirement of $2,500,000 of offering proceeds was reached on February 25,
     1997, thus allowing for the admission of New York and Pennsylvania
     investors in the Partnership.  The offering was terminated on December 30,
     1997, at which time the Partnership had sold 2,116,099 Class A Status
     Units, and 596,792 Class B Status Units, held by a total of 1,588 and 218
     Limited Partners, respectively, for total Limited Partner capital
     contributions of $27,128,912.  After payment of $1,085,157 in Acquisition
     and Advisory Fees and expenses, payment of $4,069,338 in selling
     commissions and organization and offering expenses, and $650,000 escrow
     contribution on behalf of the Fund IX-Fund X Joint Venture and an
     investment of $12,460,038 in the Fund IX-Fund X Joint Venture as of March
     31, 1998, the Partnership was holding net offering proceeds of $8,864,379
     available for investment in properties.

     The Partnership owns interests in properties through equity ownership in
     the following joint venture:  Fund IX and Fund X Associates, a joint
     venture between the Partnership and Wells Real Estate Fund IX, L.P. (the
     "Fund IX-Fund X Joint Venture").

     As of March 31, 1998, the Partnership owned interests in the following
     properties through its ownership of the foregoing joint venture:  (i) a
     three story office building in Knoxville, Tennessee (the "ABB Building"),
     which is owned by the Fund IX-Fund X Joint Venture; (ii) a two story office
     building located in Louisville, Boulder County, Colorado (the "Ohmeda
     Building"), which is owned by the Fund IX-Fund X Joint Venture; and (iii) a
     three story office building located in Broomfield, Boulder County, Colorado
     (the "360 Interlocken Building"), which is owned by the Fund IX-Fund X
     Joint Venture.

                                       7
<PAGE>
 
     (b) Basis of Presentation
     -------------------------

     The financial statements of Wells Real Estate Fund X, L.P. (the
     "Partnership") have been prepared in accordance with instructions to Form
     10-Q and do not include all of the information and footnotes required by
     generally accepted accounting principles for complete financial statements.
     These quarterly statements have not been examined by independent
     accountants, but in the opinion of the General Partners, the statements for
     the unaudited interim periods presented include all adjustments, which are
     of a normal and recurring nature, necessary to present a fair presentation
     of the results for such periods. For further information, refer to the
     financial statements and footnotes included in the Partnership's Form 10-K
     for the year ended December 31, 1997.

(2)  Investment in Joint Venture
     ---------------------------

     The Partnership owns interests in three office buildings as of March 31,
     1998, through its ownership in the Fund IX-Fund X Joint Venture.  The
     Partnership does not have control over the operations of this Joint
     Venture; however, it does exercise significant influence.  Accordingly,
     investment in joint venture is recorded on the equity method.  For further
     information on investments in joint ventures, see Form 10-K for the
     Partnership for the year ended December 31, 1997.

     The following describes the properties in which the Partnership owned an
     interest as of March 31, 1998

     FUND IX - FUND X JOINT VENTURE
     -------------------------------

     On March 20, 1997, the Partnership and Wells Real Estate Fund IX, L.P.
     ("Wells Fund IX"), a Georgia public limited partnership, affiliated with
     the Partnership through common general partners, entered into a Joint
     Venture Agreement known as Fund IX and Fund X Associates (the "Fund IX -
     Fund X Joint Venture").  The investment objectives of Wells Fund IX are
     substantially identical to those of the Partnership. The total costs to
     complete the properties is anticipated to be approximately $31,618,000.  As
     of December 31, 1997, the Partnership had contributed $12,407,149 and Wells
     Fund IX had contributed $13,921,686, for total contributions of $26,328,834
     to the Fund IX-Fund X Joint Venture.  At this time, the Partnership's
     equity interest in the Fund IX-Fund X Joint Venture is approximately 47.1%,
     and Wells Fund IX's equity interest in the Fund IX-Fund X Joint Venture is
     approximately 52.9%.  The Partnership has reserved sufficient funds to
     complete these projects.

     OHMEDA BUILDING
     ---------------

     On February 13, 1998, the Fund IX-Fund X Joint Venture acquired a two story
     office building that was completed in 1988 with approximately 106,750
     rentable square feet on a 15-acre tract of land located in Louisville,
     Boulder County, Colorado from Lincor Centennial Ltd., a Colorado limited
     partnership. The purchase price for the Ohmeda

                                       8
<PAGE>
 
     Building was $10,325,000.00.  The Fund IX-Fund X Joint Venture also
     incurred additional acquisition expenses in connection with the purchase of
     the Ohmeda Building, including attorneys' fees, recording fees and other
     closing costs.  Wells Fund IX contributed $3,460,192.32 to the Fund IX-Fund
     X Joint Venture for its share of the purchase of the Ohmeda Building, and
     the Partnership contributed $6,887,762.83 to the Fund IX-Fund X Joint
     Venture for its share of the purchase of the Ohmeda Building.

     The entire 106,750 rentable square feet of the Ohmeda Building is currently
     under a net lease date February 26, 1987, as amended by First Amendment to
     Lease dated December 3, 1987, and as amended by Second Amendment to Lease
     dated October 20, 1997 (the "Lease") with Ohmeda, Inc., a Delaware
     corporation.  The lease was assigned to the Fund IX-Fund X Joint Venture at
     the closing.  The lease currently expires in January 2005, subject to (i)
     Ohmeda's right to effectuate an early termination of the lease under the
     terms and conditions described below, and (ii) Ohmeda's right to extend the
     lease for two additional five year periods of time at the then current
     market rental rates.

     Ohmeda is a medical supply firm based in Boulder, Colorado and is a
     worldwide leader in vascular access and haemodynamic monitoring for
     hospital patients.  Ohmeda also has a special products division, which
     produces neonatal and other oxygen care products.  Ohmeda recently extended
     an agreement with Hewlett-Packard to include co-marketing and promotion of
     combined Ohmeda/H-P neonatal products.

     The monthly base rental payable under the lease will be $83,709.79 through
     January 31, 2003; $87,890.83 from February 1, 2003 through January 31,
     2004; and $92,249.79 from February 1, 2004 through January 31, 2005.  Under
     the lease, Ohmeda is responsible for all utilities, taxes, insurance and
     other operating costs with respect to the Ohmeda Building during the term
     of the lease.  In addition, Ohmeda shall pay a $21,000 per year management
     fee for maintenance and administrative services of the Ohmeda Building.
     The Fund IX-Fund X Joint Venture, as landlord, is responsible for
     maintenance of the roof, exterior and structural walls, foundations, other
     structural members and floor slab, provided that the landlord's obligation
     to make repairs specifically excludes items of cosmetic and routine
     maintenance such as the painting of walls.

     The lease contains an early termination cause that allows Ohmeda the right
     to terminate the lease, subject to certain conditions, on either January
     31, 2001 or January 31, 2002.  In order to exercise this early termination
     clause, Ohmeda must give the Fund IX-Fund X Joint Venture notice on or
     before 5:00 p.m.. MST, January 31, 2000, and said notice must identify
     which early termination date Ohmeda is exercising.  If Ohmeda exercises its
     right to terminate on January 31, 2001, then Ohmeda must tender $753,388.13
     plus an amount equal to the amount of real property taxes estimated to be
     payable to the landlord in 2002 for the tax year 2001 based on the most
     recent assessment information available on the early termination date.  If
     Ohmeda exercises its right to terminate on January 31, 2002, then Ohmeda
     must tender $502,258.75 plus an amount equal to the amount of real property
     taxes estimated to be payable to the landlord in 2003 for the tax year 2002
     based on the most recent assessment information available on the early
     termination date.  At the

                                       9
<PAGE>
 
     present time, real property taxes relating to this property are
     approximately $135,500 per year.  The payment of these amounts by Ohmeda
     for early termination must be made on or before the 180th day prior to the
     appropriate early termination date.  If the amount of the real property
     taxes actually assessed is greater than the amount paid by Ohmeda on the
     early termination date, then Ohmeda shall pay the landlord the difference
     within thirty (30) days of the receipt of landlord's demand for said
     difference.  If the amount of the real property taxes actually assessed is
     less than the amount paid by Ohmeda on the early termination date, then
     Ohmeda shall be entitled to a refund from the landlord of the difference
     within thirty (30) days of the landlord's receipt of the real property tax
     invoice for the appropriate tax year.

     For additional information regarding the Ohmeda Building, refer to Form 8-K
     of Wells Real Estate Fund X, L.P. dated February 13, 1998 (Commission File
     No. 0-23719).

     360 INTERLOCKEN BUILDING
     ------------------------

     On March 20, 1998, Fund IX-Fund X Joint Venture acquired a three-story
     multi-tenant office building containing approximately 51,974 rentable
     square feet on a 5.1 acre tract of land in Broomfield, Boulder County,
     Colorado for a purchase price of $8,275,000, excluding acquisition costs.

     The 360 Interlocken Building was completed in December 1996.  The first
     floor has multiple tenants and contain 15,599 rentable square feet; the
     second floor is leased to ODS Technologies, L.P. and contains 17,146
     rentable square feet; and the third floor is leased to Transecon, Inc. and
     contains 19,229 rentable square feet.

     The funds used by the Fund IX-Fund X Joint Venture to acquire the 360
     Interlocken Building were derived entirely from capital contributions made
     by the Partnership and Wells Fund IX made to the Fund IX-Fund X Joint
     Venture of $1,668,271 and $6,624,729 respectively.

     For additional information regarding the 360 Interlocken Building, refer to
     the Form 8-K of Wells Real Estate Fund IX, L.P. dated March 20, 1998
     (Commission File No. 0-22039).

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
- -------------------------------------------------------------------------
RESULTS OF OPERATION.
- ---------------------

The following discussion and analysis should be read in conjunction with 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

                                       10
<PAGE>
 
cause actual results to differ materially form 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 expiration of existing leases, and the potential need to fund tenant
improvements or other capital expenditures out of operating cash flow.

Recent Accounting Pronouncements
- --------------------------------

Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income", requires certain transactions (e.g., unrealized
gains/losses on available for sale securities) that are not reflected in net
income to be displayed as other comprehensive income.  The Statement also
requires an entity to report total comprehensive income (i.e., net income plus
other comprehensive income) for every period in which an income statement is
presented.  SFAS No. 130 is effective for annual and interim periods beginning
after December 15, 1997.  None of the transactions required to be reported in
other comprehensive income pertain to the Partnership; consequently, adoption of
this Statement had no impact on the partnership's disclosures.

Effective April 3, 1998, the American Institute of Certified Public Accountants
issued Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up
Activities".  SOP 98-5 is effective for fiscal years beginning after December
15, 1998, and initial application is required to be reported as a cumulative
effect of change in accounting principle.  This SOP provides guidance on the
financial reporting of start-up costs and organization costs.  It requires costs
of start-up activities and organization costs to be expensed as incurred.
Adoption of this Statement by the Partnership in the first quarter of 1999 may
result in the write-off of certain capitalized organization costs.  Adoption of
this Statement is not expected to have a material impact on the Partnership's
results of operations and financial condition.

Results of Operations and Changes in Financial Conditions
- ---------------------------------------------------------

General
- -------

The Partnership commenced active operations on February 4, 1997, when it
received and accepted subscriptions for 125,000 units.  An aggregate requirement
of $2,500,000 of offering proceeds was reached on February 25, 1997, thus
allowing for the admission of New York and Pennsylvania investors into the
Partnership.  The offering was terminated on December 30, 1997.  As of March 31,
1998, the Partnership had sold 2,115,077 Class A Status Units and 597,815 Class
B Status Units, held by a total of 1,588 and 220 Limited Partners respectively,
for total Limited Partner contributions of $27,128,912. After payment of
$1,085,157 in Acquisition and Advisory Fees, payment of $4,069,338 in selling
commissions and organization and offering expenses, and $650,000 escrow
contribution on behalf of the Fund IX-Fund X Joint Venture and an investment of
$12,460,038 in the Fund IX-Fund X Joint Venture, as of March 31, 1998, the
Partnership was holding net offering proceeds of $8,864,379 available for
investment in properties.

                                       11
<PAGE>
 
Gross revenues of the Partnership of $230,606 for the three months ended March
31, 1998, consisted of primarily interest income earned on funds held by the
Partnership prior to the investment in properties.  Expenses of the Partnership
were $19,627 and consisted primarily of printing, computer, administrative
salaries, office and partnership administrative costs.

Net earnings per weighted average unit for Class A Limited Partners was $0.15
for the three months ended March 31, 1998.

Net loss per weighted average unit for Class B Limited Partners was $0.16 for
the three months ended March 31, 1998.

Net increase in cash and cash equivalent from $5,081,984 as of March 31, 1997 to
$8,965,946 as of March 31, 1998 was the result of raising limited partnership 
contributions during 1997 offset primarily by investing $8,907,149 in joint 
ventures.

Cash distributions in the amount of $294,309 were made to Class A Limited
Partners during the first quarter of 1998.

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.

                                       12
<PAGE>
 
Property Operations
- -------------------

As of March 31, 1998, the Partnership owned interest in the following
operational properties:

The ABB Building/Fund IX-Fund X Joint Venture
- ---------------------------------------------
<TABLE>
<CAPTION>
                                                                                                Three Months Ended
                                                                                                ------------------
                                                                                                   March 31, 1998
                                                                                                ------------------
<S>                                                                                             <C> 
Revenues:
 Rental income                                                                                           $190,986
 
Expenses:
 Depreciation                                                                                              91,094
 Management & leasing expenses                                                                             25,282
 Operating costs, net of reimbursements                                                                    37,768
                                                                                                         --------
                                                                                                          154,144
                                                                                                         --------
 
Net income                                                                                               $ 36,842
                                                                                                         ========
 
Occupied %                                                                                                     67%
 
Partnership's ownership % in the
 Fund IX-Fund X Joint Venture                                                                                47.1%
 
Cash distribution to Partnership                                                                         $ 26,285
 
Net income allocated to the Partnership                                                                  $ 18,941
</TABLE>

On March 20, 1997, Wells Fund IX contributed a 5.62 acre tract of real property
in Knoxville, Knox County, Tennessee and improvements thereon (the "ABB
Property"), valued at $1,306,393.  As of March 31, 1998, the Partnership had
contributed $3,835,000 and Wells Fund IX had contributed $3,836,765 toward the
development of a three story office building for total contributions of
$7,671,765.

ABB Environmental Systems, a subsidiary of ABB, Inc., occupied its leased space
of 55,000 rentable square feet comprising approximately 66% of the building in
December 1996.  The initial term of the lease is 9 years and 11 months.  ABB has
the option to extend the initial term of the lease for two consecutive five year
periods.  The annual base rent payable during the initial term is $646,250
payable in equal monthly installments of $53,854 during the first five years and
$728,750 payable in equal monthly installments of $60,729 during the last four
years and 11 months of the initial term.  The annual base rent for each extended
term will be at market rental rates.  In addition to the base rent, ABB is
required to pay additional rent equal to its share of operating expenses during
the lease term.

                                       13
<PAGE>
 
It is currently anticipated that the total cost to complete the project will be
approximately $7,800,000.  It is currently anticipated that Wells Fund IX will
contribute $63,235 and that the Partnership will contribute $65,000 to the
remaining cost of approximately $128,235.

Since the ABB Project opened in December 1997, comparative income and expense
figures for prior years are not available.

The Ohmeda Building/Fund IX-Fund X Joint Venture
- ------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                  Two Months Ended
                                                                                                  ----------------
                                                                                                   March 31, 1998
                                                                                                  ----------------
<S>                                                                                               <C> 
Revenues:
 Rental income                                                                                           $134,084
 
Expenses:
 Depreciation                                                                                              54,384
 Management & leasing expenses                                                                                  0
 Operating costs, net of reimbursements                                                                      (699)
                                                                                                         --------
                                                                                                           53,685
                                                                                                         --------
 
Net income                                                                                               $ 80,399
                                                                                                         ========
 
Occupied %                                                                                                    100%
 
Partnership's ownership % in the
 Fund IX-Fund X Joint Venture                                                                                47.1%
 
Cash distribution to Partnership                                                                         $ 62,818
 
Net income allocated to the Partnership                                                                  $ 41,795
</TABLE>
On February 13, 1998, Fund IX-Fund X Joint Venture acquired a two story office
building containing approximately 106,750 rentable square feet on a 15-acre
tract of land located in Louisville, Boulder County, Colorado for a purchase
price of $10,325,000 excluding acquisition costs.

The entire Ohmeda building is currently under a net lease with Ohmeda, Inc. and
was assigned to the Fund IX-Fund X Joint Venture at closing.  The lease
currently expires in January 2005.  The monthly base rental payable under the
lease will be $83,709.79 through January 31, 2003; $87,890.83 from February 1,
2003 through January 31, 2004; and $92,249.79 from February 1, 2004 through
January 31, 2005.  Under the lease, Ohmeda is responsible for all utilities,
taxes, insurance and other operating costs with respect to the Ohmeda Building
under the term of the lease.  In addition, Ohmeda shall pay a $21,000 per year
management fee for maintenance and administrative services of the Ohmeda
Building.  The Fund IX-Fund X Joint Venture, as

                                       14
<PAGE>
 
landlord, is responsible for maintenance of the roof, exterior and structural
walls, foundations, other structural members and floor slab, provided that the
landlord's obligation to make repairs specifically excludes items of cosmetic
and routine maintenance such as the painting of walls.

Since the Ohmeda Building was purchased in February 1998, comparative income and
expense figures are not available for the prior year.

The 360 Interlocken Building/Fund IX-Fund X Joint Venture
- ---------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                   One Month Ended
                                                                                                   ---------------
                                                                                                   March 31, 1998
                                                                                                   ---------------
<S>                                                                                                <C> 
Revenues:
 Rental income                                                                                            $26,133
 
Expenses:
 Depreciation                                                                                              23,574
 Management & leasing expenses                                                                                  0
 Operating costs, net of reimbursements                                                                         0
                                                                                                          -------
                                                                                                           23,574
                                                                                                          -------
 
Net income                                                                                                $ 2,559
                                                                                                          =======
 
Occupied %                                                                                                    100%
 
Partnership's ownership % in the
 Fund IX-Fund X Joint Venture                                                                                47.1%
 
Cash distributed to Partnership                                                                           $12,315
 
Net income allocated to the Partnership                                                                   $ 1,206
</TABLE>
On March 20, 1998, Fund IX-Fund X Joint Venture acquired a three-story multi-
tenant office building containing approximately 51,974 rentable square feet on a
5.1 acre tract of land in Broomfield, Boulder County, Colorado for a purchase
price of $8,275,000, excluding acquisition costs.

The 360 Interlocken Building was completed in December 1996.  The first floor
has multiple tenants and contain 15,599 rentable square feet; the second floor
is leased to ODS Technologies, L.P. and contains 17,146 rentable square feet;
and the third floor is leased to Transecon, Inc. and contains 19,229 rentable
square feet.

Since the 360 Interlocken Building was purchased in March 1998, comparable
income and expense figures for the prior year are not available.

                                       15
<PAGE>
 
PART II - OTHER INFORMATION
- ---------------------------

     ITEM 6 (b). The Partnership filed a Current Report on Form 8-K dated
     February 13, 1998, reporting the acquisition of the Ohmeda Building.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
     Registrant duly caused this report to be signed on its behalf by the
     undersigned thereunto duly authorized.

                                    WELLS REAL ESTATE FUND X, L.P.
                                    (Registrant)


     Dated: May 11, 1998             By: /s/ Leo F. Wells, III
                                        ----------------------------------
                                     Leo F. Wells, III, as Individual
                                     General Partner and as President
                                     and Chief Financial
                                     Officer of Wells Capital, Inc., the
                                     General Partner of Wells Partners, L.P.

                                       16

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                       8,965,946
<SECURITIES>                                12,984,740
<RECEIVABLES>                                  101,419
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,235,382 
<PP&E>                                      23,287,487
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              23,287,487
<CURRENT-LIABILITIES>                          253,487
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  23,034,000
<TOTAL-LIABILITY-AND-EQUITY>                23,287,487
<SALES>                                              0
<TOTAL-REVENUES>                               230,605
<CGS>                                                0
<TOTAL-COSTS>                                   19,627
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                210,978
<INCOME-TAX>                                   210,978
<INCOME-CONTINUING>                            210,978
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   210,978
<EPS-PRIMARY>                                      .15
<EPS-DILUTED>                                        0
        

</TABLE>


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