WELLS REAL ESTATE FUND IV L P
10-Q, 1996-11-14
REAL ESTATE
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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            September 30, 1996         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                         0-20103
                      ----------------------------------------------------

                        Wells Real Estate Fund IV, L.P.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
 
           Georgia                                        58-1915128
- -------------------------------------------------------------------------------
(State or 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 IV, L.P.
                        -------------------------------
                                        
                                     INDEX
                                     -----
                                        
                                                                Page No.
                                                                --------
PART 1.  FINANCIAL INFORMATION
- ------   ----------------------

Item 1.  Financial Statements
         Balance Sheets - September 30, 1996
         and December 31, 1995.....................................  3

         Statements of Income for the Three Months and Nine Months
         Ended September 30, 1996 and 1995.........................  4

         Statement of Partners' Capital for the Year Ended
         December 31, 1995 the Nine Months Ended
         September 30, 1996.......................................   5

         Statements of Cash Flows for the Nine
         Months Ended September 30, 1996 and 1995.................   6

         Condensed Notes to Financial Statements..................   7

 Item 2. Management's Discussion and Analysis of
         Financial Condition and Results of
          Operations..............................................  11

PART II. OTHER INFORMATION........................................  16
<PAGE>
 
                        WELLS REAL ESTATE FUND IV, L.P.
                     (A GEORGIA PUBLIC LIMITED PARTNERSHIP)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
 
                 Assets                   September 30, 1996  December 31, 1995
                 ------                   ------------------  -----------------
<S>                                       <C>                  <C> 
 
     Investment in joint venture (Note 2)        $10,741,560        $11,047,207 
     Cash and cash equivalents                       154,632            148,494
     Due from affiliates                             219,576            211,281
     Other assets                                          0              1,042
                                                 -----------        -----------
 
 
          Total assets                           ===========        ===========
                                                 $11,115,768        $11,408,024
                                                 ===========        ===========
  
 
 
       Liabilities and Partners' Capital
       ---------------------------------
 
     Liabilities:
        Accounts payable                         $       219        $         0
     Partnership distribution payable                237,345            223,131
                                                 -----------        -----------
 
           Total liabilities                         237,564            223,131
                                                 -----------        -----------
 
     Partners' capital:
        Limited  partners                                  0                  0
     Class A - 1,322,909 units                    10,878,204         11,184,893
       outstanding
     Class B - 38,551 units outstanding                    0                  0
                                                 -----------        -----------

          Total partners' capital                 10,878,204         11,184,893
                                                 -----------        -----------
 
          Total liabilities and                  $11,115,768        $11,408,024
           partners' capital                     ===========        ===========
</TABLE>

           See accompanying condensed notes to financial statements.

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

                              STATEMENTS OF INCOME



<TABLE>
<CAPTION>
 
 
                                                    Three Months Ended             Nine Months Ended
                                              -----------------------------   ----------------------------
                                              Sept 30, 1996   Sept 30, 1995   Sept 30, 1996  Sept 30, 1995
                                              -------------   -------------   -------------  -------------
<S>                                            <C>            <C>             <C>             <C>       
 
Revenues:
 Equity in income of joint ventures (Note 2)    $134,486          180,899        $416,143       $574,491
 Interest income                                   2,022            2,606           6,833          8,193
                                                --------         --------        --------       --------
                                                 136,508          183,505         422,976        582,684
                                                --------         --------        --------       -------- 
 
Expenses:
 Legal and accounting                                621             3534          21,513         10,414
 Computer costs                                    1,404              431           3,236          5,270
 Partnership administration                        7,355           10,897          35,422         34,046
 Amortization                                          0            1,563           1,042          4,688 
                                                --------         --------        --------       -------- 
                                                   9,380           16,425          61,213         54,418 
                                                --------         --------        --------       -------- 
  Net income                                    $127,128         $167,080        $361,763       $528,266
                                                ========         ========        ========       ======== 
 
Net income allocated to Class A
 Limited Partners                               $127,128         $167,080        $361,763       $528,266
                                                                                                        
Net loss allocated to Class B                                                                           
 Limited Partners                               $      0         $      0        $      0       $      0
                                                                                                        
Net income per Class A                                                                                  
 Limited Partner unit                           $   0.10         $   0.13        $   0.27       $   0.40
                                                                                                        
Net loss per Class B                                                                                    
 Limited Partner unit                           $      0         $      0        $      0       $      0
                                                                                                        
Cash distribution per Class A                                                                           
 Limited Partner unit                           $   0.18         $   0.19        $   0.51       $   0.54 
 
</TABLE>




           See accompanying condensed notes to financial statements.

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

                        STATEMENTS OF PARTNERS' CAPITAL
                      FOR THE YEAR ENDED DECEMBER 31, 1995
                    AND NINE MONTHS ENDED SEPTEMBER 30, 1996

 
<TABLE>
<CAPTION>
 
 
                                                     Limited Partners      
                                                     ----------------
                                              Class A                      Class B            Total
                                    -----------------------------    ------------------      Partners' 
                                      Units             Amounts        Units    Amounts      Capital
                                    ----------        -----------    ---------  -------    ------------
<S>                                 <C>               <C>              <C>        <C>         <C>
 
BALANCE, December 31, 1994          1,322,909         $11,497,678      38,551       $0      $11,497,678 
                                                                                                        
     Net Income                             0             623,867           0        0          623,867 
     Partnership distributions              0            (936,652)          0        0         (936,652)
                                    ---------         -----------      ------       --      ----------- 
BALANCE, December 31, 1995          1,332,909          11,184,893      38,551        0       11,184,893 
                                                                                                        
     Net Income                             0             361,763           0        0          361,763 
     Partnership distributions              0            (668,452)          0        0         (668,452)
                                    ---------         -----------      ------       --      ----------- 
                                                                                                        
BALANCE, September 30, 1996         1,322,909         $10,878,204      38,551        0      $10,878,204 
                                    =========         ===========      ======       ==      ===========  
 
</TABLE>
           See accompanying condensed notes to financial statements.

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


                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 Nine Months Ended
                                                        ----------------------------------
                                                          Sept 30, 1996     Sept 30, 1995
                                                        ------------------  --------------
<S>                                                      <C>                 <C>
 
Cash flows from operating activities:
 Net income                                                   $ 361,763       $ 528,266
                                                              ---------       ---------
   Adjustments to reconcile net income to net cash
   provided by operating activities:
     Equity in income of joint ventures                        (416,143)       (574,491)
     Distributions received from joint ventures                 713,495         742,952
     Distributions to partners from accumulated
         earnings                                              (654,238)       (672,006)
     Amortization                                                 1,042           4,688
     Changes in assets and liabilities:
       Accounts payable                                             219          (3,000)
                                                              ---------       ---------
          Total Adjustments                                    (355,625)       (501,857)
                                                              ---------       ---------
          Net cash provided by (used by)
            operating activities                                 (6,138)         26,409
                                                              ---------       ---------
Cash flows from investing activities:
   Investment in joint ventures                                       0         (13,541)
                                                              ---------       ---------
 
Net increase in cash and cash equivalents                         6,138          12,868
                                                              ---------       ---------
 
Cash and cash equivalents, beginning of year                    148,494         165,648
                                                              ---------       ---------
 
Cash and cash equivalents, end of period                      $ 154,632       $ 178,516
                                                              =========       =========
 
Supplemental disclosure of noncash
   investing activities:                                      $       0       $   1,068
                                                              =========       =========
 
</TABLE>
           See accompanying condensed notes to financial statements.

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

                    Condensed Notes to Financial Statements
                               September 30, 1996


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

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

Wells Real Estate Fund IV, 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 October 25, 1990, for the purpose of
acquiring, developing, constructing, owning, operating, improving, leasing and
otherwise managing for investment purposes income-producing commercial
properties.

On March 4, 1991, 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 under the Securities Act of 1933.  The
Partnership did not commence active operations until it received and accepted
subscriptions for 125,000 units which occurred on May 13, 1991.  The offering
was terminated on February 29, 1992, at which time the Partnership had obtained
total contributions of $13,614,652 representing subscriptions from 1,285 Limited
Partners.

As of September 30, 1996, the Partnership owned interests in the following
properties:  (i) the Stockbridge Village Shopping Center, a retail shopping
center located in Stockbridge, Georgia, southeast of Atlanta; (ii) the G.E.
Office Building, a two-story office building located in Richmond, Virginia;
(iii) The Medical Center Project, two substantially identical two-story office
buildings located in Clayton County, Georgia; and (iv) The Jacksonville Project,
a four-story office building located in Jacksonville, Florida.  All of the
foregoing properties were acquired on an all cash basis.

(b)  Basis of Presentation
     ---------------------
The financial statements of Wells Real Estate Fund IV, 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, 1995.

(c)  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 of the
Partnership, perform a full range of real estate services including leasing and
property management, accounting, asset management and investor relations for the
Partnership.

                                       7
<PAGE>
 
(d)    Insurance
       ---------
Wells Management Company, Inc., an affiliate of the General Partners, carries
comprehensive liability and extended coverage with respect to all the properties
owned directly or indirectly by the Partnership. In the opinion of management,
the properties are adequately insured.

(e)  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.

(2)       Investment in Joint Ventures
          ----------------------------

The following describes the properties in which the Partnership owns an interest
as of September 30, 1996.  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.

Fund III - Fund IV Joint Ventures
- ---------------------------------

On March 27, 1991, the Partnership and Wells Real Estate Fund III, L.P. ("Wells
Fund III"), a Georgia public limited partnership having Leo F. Wells, III and
Wells Capital, Inc., a Georgia corporation, as General Partners, formed a joint
venture known as Fund III and Fund IV Associates (the "Fund III-Fund  IV Joint
Venture").  The investment objectives of Wells Fund III are substantially
identical to those of the Partnership.  The Partnership holds an approximate 43%
of equity interest in the Fund III-Fund IV Joint Venture which owns and operates
a multi-tenant retail center and an office building.  As of September 30, 1996,
the Partnership had contributed $6,131,677 and Wells Fund III had contributed
$8,119,603 for total contributions of $14,251,280 to the Fund III-Fund IV Joint
Venture.  The Partnership owns interests in the following two properties through
the Fund III-Fund IV Joint Venture:


The Stockbridge Property / Fund III - Fund IV Joint Venture
- -----------------------------------------------------------

On April 4, 1991, the Fund III-Fund IV Joint Venture purchased 13.62 acres of
real property located in Clayton County, Georgia for the purchase price of
$3,057,729, including acquisition costs, for the purpose of developing,
constructing and operating a shopping center known as the Stockbridge Village
Shopping Center (the "Stockbridge Property").  The Stockbridge Property consists
of a multi-tenant shopping center containing approximately 113,011 square feet
of which approximately 64,097 square feet is occupied by the Kroger Company, a
retail grocery chain.  This is the only tenant which occupies more than ten
percent of the rentable square feet.  The lease with Kroger Company is for an
initial term of 20 years commencing November 14, 1991, with an option to extend
for four consecutive five year periods at the same rental rate as the original
lease.  The annual base rent payable under the Kroger lease during the initial
term is $492,692.  The remaining 48,914 square feet is comprised of 12 separate

                                       8
<PAGE>
 
retail spaces and a 3 free standing retail  buildings.  As of September 30,
1996, the Partnership had contributed a total of $5,047,132 and Wells Fund III
had contributed a total of $4,515,042 to fund the total costs of approximately
$9,562,000 to fund the acquisition and development of the Stockbridge Property.

The occupancy rates at the Stockbridge Property for the quarters ended September
30 were 93% in 1996, 100% in 1995, 99% in 1994 and 1993, and 94% in 1992.  The
average effective annual rental per square foot at the Stockbridge Property was
$9.56 for 1996, $10.16 for 1995, $10.26 for 1994, $9.13 for 1993, and $7.34 for
1992.

The G.E. Building/Richmond / Fund III - fund IV Joint Venture
- -------------------------------------------------------------

The G.E. Building is a two-story office building containing approximately 43,000
square feet located in Richmond, Virginia which was acquired by the Fund III-
Fund IV Joint Venture on July 1, 1992, for a purchase price of $4,687,600.  As
of September 30, 1996, a total of $4,689,106 had been incurred for the
acquisition of the G.E. Building.  Of this amount, the Partnership contributed
$1,084,545 and Wells Fund III contributed $3,604,561 to the Fund III-Fund IV
Joint Venture.

The entire G.E. Building is currently under a net lease to General Electric
("G.E."), a corporate office for the lighting division.  The annual base rent
payable is currently $530,742 with annual base increases of 2%.  The G.E. lease
expires March 31, 2000, with an option to extend the lease for one additional
five-year period at the same rental rate as the original lease.

The occupancy rate at the G.E. Building for the quarters ended September 30 was
100% for 1996, 1995, 1994, 1993 and 1992.  The average effective annual rental
per square foot at the G.E. Building is $12.27 for 1996, 1995,  1994, 1993, and
1992.

Fund IV-Fund V Joint Venture
- ----------------------------

On April 14, 1992, the Partnership and Wells Real Estate Fund V,  L.P. ("Wells
Fund V"), a Georgia public limited partnership affiliated with the Partnership
through common general partners, formed a joint venture known as Fund IV and
Fund V Associates (the "Fund IV-Fund  V Joint Venture").  The investment
objectives of Wells Fund V are substantially identical to those of the
Partnership.  The Partnership holds an approximate 38% equity interest in the
Fund IV-Fund V Joint Venture which owns and operates the two office buildings
described below.  As of September 30, 1996, the Partnership had contributed
$4,736,173 and Wells Fund V had contributed $7,719,249 for total contributions
of $12,455,422 to the Fund IV-Fund V Joint Venture.  The Partnership owns
interests in the following two properties through the Fund IV-Fund V Joint
Venture:

The Jacksonville Property / Fund IV and Fund V Joint Venture
- ------------------------------------------------------------

On June 8, 1992, the Fund IV-Fund V Joint Venture acquired 5.676 acres of  real
property located in Jacksonville,  Florida for a purchase price of $1,360,000
for development of the Jacksonville Property.  The Jacksonville Property
consists of a four-story office building containing approximately 88,600
rentable square feet leased primarily by International Business Machines
Corporation ("IBM"), a computer sales and service corporation, and Customized

                                       9
<PAGE>
 
Transportation, Inc. ("CTI"), a division of CSX Railroad, a transportation
corporation.

The initial term of the IBM lease for 68,100 square feet is 9 years and 11
months and commenced upon completion of the building in June 1993. IBM has the
option to extend the initial lease for two consecutive five-year periods at 90%
of the prevailing market values and rates for those periods.  The annual base
rent payable under the IBM lease during the initial term is $1,122,478  payable
in equal monthly installments of $93,540.  IBM is also required to pay
additional rent equal to its share of operating expenses  during the lease term.

The term of the CTI lease for 11,780 square feet is five years and commenced in
March, 1994.  The annual base rent payable under the CTI lease is $325,965.

The occupancy rates at the Jacksonville Property were 100% in 1996, 1995 and
1994, and 85% in 1993, the first year of occupancy.  The average effective
annual rental per square foot at the Jacksonville Property was $16.71 for 1996,
$16.53 for 1995, $16.22 for 1994 and $16.38 for 1993.

The Medical Center Property / Fund IV - Fund V Joint Venture
- ------------------------------------------------------------

On September 14, 1992, the Fund IV-Fund V Joint Venture acquired 2.655 acres of
real property in Stockbridge, Georgia for $440,000 for the purpose of
constructing two substantially identical two-story office buildings containing
approximately 17,847 rentable square feet each (the "Medical Center Property").
As of September 30, 1996, the Partnership had contributed $1,296,226 and Wells
Fund V had contributed $2,757,540 to the Fund IV-Fund V Joint Venture for the
acquisition and development of the Medical Center Property.  It is currently
anticipated that approximately $146,000 of additional fundings will be required
for the completion of the Medical Center Property.  Wells Fund V has reserved
funds for this purpose, with any excess costs which may be required to be funded
out of operating cash flow.

Construction on the first building was completed in March, 1993, and the
building shell of the second building was completed in April, 1994.  Georgia
Baptist, a medical health care and urgent care facility, has leased
approximately 14,669 square feet in the first building for a term of six years
and has the option to extend the initial term of the lease for one five-year
period beginning at $18.50 per square foot with $.50 per square foot annual
increases.  The base rent payable per square foot ranges from $16.00 per month
during the first year to $18.50 during the sixth year.  In addition, Georgia
Baptist has leased approximately 3,376 square feet in the second building for a
term of five years commencing in December, 1994 at an annual rental rate of
$55,704, increasing to $57,392 in the fourth year and $59,080 in the fifth year.

The occupancy rate at the Medical Center Property for the quarters ended
September 30 was 69% in 1996 and 1995, 58% in 1994 the year the second building
opened and 69% in 1993, the first year of occupancy of the first building.  The
average effective annual rental per square foot at the Medical Center Property
was $11.89 for 1996, $10.43 for 1995, $7.59 for 1994 and $11.25 for 1993.

                                       10
<PAGE>
 
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        ---------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------

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 1993 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 the 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
- ---------------------------------------------------------

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

Gross revenues of the Partnership were $136,508 for the three months ended
September 30, 1996, as compared to $183,505 for the three months ended September
30, 1995, and $422,976 for the nine months ended September 30, 1996, as compared
to $582,684 for the nine months ended September 30, 1995. This decrease in gross
revenues was due to decreased equity in income of joint ventures, which was
primarily due to the increased depreciation expenses described below.
Depreciation expenses for the joint ventures increased from 1995 to 1996 due to
a change in the estimated useful lives of all buildings and improvements in
which the Partnership owns interest, effective December 31, 1995, from 40 years
to 25 years.

Expenses of the Partnership increased for the nine months ended September 30,
1996 over the same period in 1995 due primarily to an increase in accounting
expenses.

The Partnership's net cash provided by (used by) operating activities decreased
due to lowered net income and decreased distributions from the joint ventures.
Net cash used in investing activities decreased to zero in 1996 due to the fact
that all funds available for investment in properties have now been invested.
Cash and cash equivalents remained relatively stable for the periods ending
September 30, 1996 and 1995.  The Partnership distributes cash available less
reserves, and as a result, the level of cash remains stable.

The Partnership made cash distributions to the Limited Partners holding Class A
Units of $.51 per Unit for the nine months ended September 30, 1996 of which
$.28 was from investment income and $.23 was a return of capital, and $.54 for
the nine months ended September 30, 1995 of which $.40 was from investment
income and $.14 was a return of capital.  No cash distributions were made to the
Limited Partners holding Class B Units or to the General Partners.

                                       11
<PAGE>
 
Property Operations
- -------------------

As of September 30, 1996, the Partnership owned interests in the following
properties through joint ventures:

The Stockbridge Property / Fund III - Fund IV Joint Venture
- -----------------------------------------------------------
<TABLE>
<CAPTION>
 
 
                                                   Three Months Ended                   Nine Months Ended
                                           ----------------------------------   ----------------------------------
                                           Sept 30, 1996      Sept 30, 1995     Sept 30, 1996     Sept 30, 1995
                                           --------------  -------------------  --------------  ------------------
<S>                                        <C>             <C>                  <C>             <C>
 Revenues:
   Rental income                                $271,532              300,453        $809,874            $896,724
   Interest Income                                 3,526                3,760          10,218              12,302
                                                --------             --------        --------            --------
                                                 275,058              304,213         820,092             909,026
                                                --------             --------        --------            --------
 
Expenses:
   Depreciation                                   84,747               55,355         254,243             165,947
   Management and leasing expenses                24,114               29,567          75,434              88,833
   Other expenses                                 26,243               18,715          74,605              49,282
                                                --------             --------        --------            --------
                                                 135,104              103,637         404,282             304,062
                                                --------             --------        --------            --------
 
Net income                                      $139,954             $200,576        $415,810            $604,964
                                                ========             ========        ========            ========
 
Occupied %                                            93%                 100%             93%                100%
Partnership's Ownership %                           42.7%                42.7%           42.7%               42.7%
 
Cash Distributed to the Partnership             $100,912             $113,789        $301,020            $341,727
 
Net Income Allocated to the Partnership         $ 59,737             $ 85,613        $177,482            $258,219
</TABLE>

Rental income decreased for the three and the nine months ended September 30,
1996, as compared to the same period in 1995, due to the a decrease in occupancy
resulting from the early termination of a lease for 8,025 square feet. Although
no leases have been signed, as yet, every effort is being made to re-lease this
space.  Expenses of the property increased from $304,062 in 1995 to $404,282 in
1996 due primarily to the increase in depreciation expenses as a result of the
change in the estimated useful lives of buildings and improvements as previously
discussed under the "General" section of "Results of Operations and Changes in
Financial Condition," timing differences in billing tenant expense reimbursement
and an extraordinary painting expenditures.

                                       12
<PAGE>
 
The G.E. Building/Richmond / Fund III - Fund IV Joint Venture
- --------------------------------------------------------------

<TABLE>
<CAPTION>
                                                 Three Months Ended              Nine Months Ended
                                           ------------------------------  ------------------------------
                                           Sept 30, 1996   Sept 30, 1995   Sept 30, 1996   Sept 30, 1995
                                           --------------  --------------  --------------  --------------
<S>                                        <C>             <C>             <C>             <C>
Revenues:
   Rental income                                $131,857         131,857        $395,569        $395,569
 
Expenses:
   Depreciation                                   49,056          28,159         147,162          84,479
   Management and leasing expenses                 9,965           9,965          29,895          29,856
   Other expenses                                    708           1,440           7,890           6,345
                                                --------        --------        --------        --------
                                                  59,729          39,564         184,947         120,680
                                                --------        --------        --------        --------
 
Net income                                      $ 72,128        $ 92,293        $210,622        $274,889
                                                ========        ========        ========        ========
 
Occupied %                                           100%            100%            100%            100%
Partnership's Ownership %                           42.7%           42.7%           42.7%           42.7%
 
Cash Distributed to the Partnership             $ 51,544        $ 50,999        $152,693        $151,135
 
Net Income Allocated to the Partnership         $ 30,787        $ 39,394        $ 89,901        $117,332
 
</TABLE>
Rental income remained constant for 1996 and 1995.  Total expenses increased  in
1996 over 1995, and accordingly, net income decreased in 1996, as compared to
1995, due primarily to the increase in depreciation expenses as a result of the
change in the estimate useful lives of buildings and improvements as previously
discussed under the "General" section of "Results of Operations and Changes in
Financial Condition".

                                       13
<PAGE>
 
The Jacksonville Property / Fund IV - Fund V Joint Venture
- ----------------------------------------------------------
<TABLE>
<CAPTION>
 
                                                 Three Months Ended              Nine Months Ended
                                           ------------------------------  ------------------------------
                                           Sept 30, 1996   Sept 30, 1995   Sept 30, 1996   Sept 30, 1995
                                           --------------  --------------  --------------  --------------
<S>                                        <C>             <C>             <C>             <C>
 
 Revenues:
   Rental income                                $365,992        $358,214      $1,097,977      $1,097,062
 
Expenses:
   Depreciation                                   79,296          47,484         237,888         142,452
   Management and leasing expenses                43,977          45,385         137,731         136,157
   Other expenses                                138,511         140,937         324,912         357,680
                                                --------        --------      ----------      ----------
                                                 261,784         233,806         700,531         636,289
                                                --------        --------      ----------      ----------
 
Net income                                      $104,208        $124,408      $  397,446      $  460,773
                                                ========        ========      ==========      ==========
 
Occupied %                                           100%            100%            100%            100%
Partnership's Ownership %                           38.1%           38.1%           38.1%           38.1%
 
Cash Distributed to the Partnership             $ 70,962        $ 64,722      $  221,586      $  228,316
 
Net Income Allocated to the Partnership         $ 39,730        $ 47,508      $  151,526      $  176,517
 
</TABLE>

Rental income remained relatively stable in 1996 as compared to 1995.  Expenses
increased in 1996 as compared to 1995 due primarily to increased depreciation
caused by the change in the estimated useful lives of buildings  and
improvements as previously discussed under the "General" section of "Results of
Operations and Changes in Financial Condition".  The increase in depreciation
was partially offset by reductions in operating expenses resulting primarily
from timing differences in billing tenant expense reimbursements.

                                       14
<PAGE>
 
The Medical Center Property / Fund IV - Fund V Joint Venture
- ------------------------------------------------------------

<TABLE>
<CAPTION>
 
 
                                                        Three Months Ended              Nine Months Ended
                                                  ------------------------------  ------------------------------
                                                  Sept 30, 1996   Sept 30, 1995   Sept 30, 1996   Sept 30, 1995
                                                  --------------  --------------  --------------  --------------
<S>                                               <C>             <C>             <C>             <C>
 
Revenues:
   Rental income                                       $105,470        $103,424        $316,050        $289,868
   Interest income                                        3,727           3,440           9,468           9,850
                                                       --------        --------        --------        --------
                                                        109,197         106,864         325,518         299,718
                                                       --------        --------        --------        --------
 
Expenses:
   Depreciation                                          39,882          25,238         119,646          74,829
   Management and leasing expenses                       13,227          13,846          38,108          37,091
   Other expenses                                        44,985          45,810         175,017         129,182
                                                       --------        --------        --------        --------
                                                         98,094          84,894         332,771         241,102
                                                       --------        --------        --------        --------
 
Net income loss                                        $ 11,103        $ 21,970        $ (7,253)       $ 58,616
                                                       ========        ========        ========        ========
 
Occupied %                                                   69%           67.8%             69%           67.8%
Partnership's Ownership %                                  38.1%           38.1%           38.1%           38.1%
 
Cash Distributed to the Partnership                    $ 21,159        $ 13,449        $ 46,492        $ 43,011
 
Net Income (loss) Allocated to the Partnership         $  4,233        $  8,385        $ (2,765)       $ 22,424
 
</TABLE>

Rental income increased for the nine month period ending September 30, 1996, as
compared to the same period in 1995, due to increased lease up at the Medical
Center Property during  1995.  Leases are being actively pursued on the
remaining 11,000 rentable square feet of vacant space.  Expenses have increased
in 1996 over 1995 levels due primarily to increased operating expenses of the
buildings,  the increase in depreciation expenses caused by the change in the
estimated useful lives of buildings and improvements as previously discussed
under the "General" section of "Results of Operations and Changes in Financial
Condition" and timing differences in operating expense billings to tenants.

                                       15
<PAGE>
 
                          PART  II - OTHER INFORMATION

Item 6(b).  No reports on Form 8-K were filed during the third quarter of 1996.



                                   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 IV, L.P.
                             (Registrant)


Dated: November  11, 1996    By:  /s/Leo F. Wells, III
                                  ---------------------------------------------
                                  Leo F. Wells, III, as Individual General
                                  Partner and as President, Sole Director 
                                  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>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         154,632
<SECURITIES>                                10,741,560
<RECEIVABLES>                                  219,576
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              11,115,768
<CURRENT-LIABILITIES>                          237,564
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  10,878,204
<TOTAL-LIABILITY-AND-EQUITY>                11,115,768
<SALES>                                              0
<TOTAL-REVENUES>                               422,976
<CGS>                                                0
<TOTAL-COSTS>                                   61,213
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                361,763
<INCOME-TAX>                                   361,763
<INCOME-CONTINUING>                            361,763
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   361,763
<EPS-PRIMARY>                                      .27
<EPS-DILUTED>                                        0
        

</TABLE>


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