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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) February 13, 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 February 24, 1998 to provide the required financial
statements of the Registrant relating to the real property acquired by the
Registrant, 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:
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Report of Independent Public Accountants F-1
Statement of Excess Revenues Over Operating
Expenses for the Year Ended December 31, 1997 F-2
Notes to Statement of Excess Revenues Over
Operating Expenses For the Year Ended December 31, 1997 F-3
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(b) Pro Forma Financial Information. The following unaudited pro
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forma 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:
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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
</TABLE>
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: April 20, 1998
3
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wells Real Estate Fund IX, L.P. and Wells
Real Estate Fund X, L.P.:
We have audited the accompanying statement of excess revenues over operating
expenses for the OHMEDA, INC. 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 excess revenues over 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 excess
revenues over 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 Ohmeda,
Inc. Building after acquisition by Wells Real Estate Fund IX, L.P. and Wells
Real Estate Fund X, L.P. The accompanying statement of excess revenues over
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 Ohmeda, Inc. Building's revenues and expenses.
In our opinion, the statement of excess revenues over operating expenses
presents fairly, in all material respects, the excess of revenues over operating
expenses (exclusive of expenses described in Note 2) of the Ohmeda, Inc.
Building for the year ended December 31, 1997 in conformity with generally
accepted accounting principles.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Atlanta, Georgia
March 30, 1998
F-1
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OHMEDA, INC. BUILDING
STATEMENT OF EXCESS REVENUES OVER
OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1997
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REVENUES:
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Rental revenue $ 872,682
Common area maintenance revenue 157,263
Miscellaneous revenue 6,246
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1,036,191
OPERATING EXPENSES 155,130
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EXCESS OF REVENUES OVER OPERATING EXPENSES $ 881,061
==========
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The accompanying notes are an integral part of this statement.
F-2
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OHMEDA, INC. BUILDING
NOTES TO STATEMENT OF EXCESS REVENUES OVER
OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1997
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
DESCRIPTION OF REAL ESTATE PROPERTY ACQUIRED
On February 13, 1998, Wells Real Estate Fund IX, L.P. and Wells Real Estate
Fund X, L.P., through Fund IX and Fund X Associates, a Georgia joint
venture, acquired the Ohmeda, Inc. Building, a 106,750 square foot office
building located in Louisville, Colorado, for a cash purchase price of
$10,325,000 plus acquisition expenses of $6,644. The building is 100%
occupied by one tenant with an original lease term of 10 years that
commenced February 1, 1988. The lease term was extended for an additional
seven years commencing February 1, 1998. The lease is a triple net lease,
whereby the terms require the tenant to pay all operating expenses relating
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 excess revenues over operating expenses are
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 Ohmeda, Inc.
Building after acquisition by Wells Real Estate Fund IX, L.P. and 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 Ohmeda, Inc. 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)
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PRO FORMA
WELLS COMBINED
REAL ESTATE PRO FORMA BALANCE
FUND X, L.P. ADJUSTMENTS SHEET
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ASSETS:
Investment in joint venture $ 3,662,803 $ 7,227,899 (a) $10,890,702
Cash and cash equivalents 18,404,232 (6,887,763)(b) 11,516,469
Deferred project costs 912,317 (340,136)(c) 572,181
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
Original limited partner 0 0 0
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Total partners' 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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(a) Reflects Wells Real Estate Fund X's contribution to the Fund IX--Fund X
joint venture.
(b) Reflects Wells Real Estate Fund X's portion of the $10,331,644 purchase
price related to the Ohmeda, Inc. Building.
(c) Reflects the deferred project costs allocated to the Fund IX--Fund X joint
venture.
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)
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PRO FORMA
WELLS COMBINED
REAL ESTATE PRO FORMA INCOME
FUND X, L.P. ADJUSTMENTS STATEMENT
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REVENUES:
Equity in income (loss) of joint venture $(10,035) $ 322,085 (a) $ 312,050
Interest income 382,542 0 382,542
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372,507 322,085 694,592
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EXPENSES:
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 0 94,482
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NET INCOME $278,025 $ 322,085 $ 600,110
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NET LOSS ALLOCATED TO GENERAL PARTNERS $ (162) $ (338) $ (500)
NET INCOME ALLOCATED TO CLASS A LIMITED
PARTNERS 302,682 500,774 803,456
NET LOSS ALLOCATED TO CLASS B LIMITED
PARTNERS (24,675) (178,351) (203,026)
NET INCOME PER WEIGHTED AVERAGE CLASS A
LIMITED PARTNER UNIT $ 0.28 $ 0.46 $ 0.74
NET LOSS PER CLASS B WEIGHTED AVERAGE
LIMITED PARTNER UNIT (0.09) (0.65) (0.74)
CASH DISTRIBUTION PER WEIGHTED AVERAGE
CLASS A LIMITED PARTNER UNIT
0.27 0.48 0.75
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(a) Reflects Wells Real Estate Fund X's 59.74% equity in earnings of the
Ohmeda, Inc. Building.
F-6
