WELLS REAL ESTATE FUND VI L P
10-Q, 1998-11-13
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, 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                           0-23656
                       ---------------------------------
                 Wells Real Estate Fund VI, L.P.
- --------------------------------------------------------------------------------
     (Exact name of registrant as specified in its charter)

         Georgia                      58-2022628
- -------------------------------    -----------------
(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 _______
    --------    

                                       1
<PAGE>
 
                                   Form 10-Q
                                   ---------

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

                                     INDEX
                                     -----


                                                                        Page No.
                                                                        --------
          PART I.     FINANCIAL INFORMATION

            Item 1.Financial Statements

                    Balance Sheets - September 30, 1998
                    and December 31, 1997......................................3

                    Statements of Income for the Three Months and
                    Nine Months Ended September 30, 1998
                    and 1997...................................................4

                    Statement of Partners' Capital
                    for the Year Ended December 31, 1997,
                    and the Nine Months Ended September 30, 1998...............5

                    Statements of Cash Flows for the Nine Months
                    Ended September 30, 1998 and 1997..........................6

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

            Item 2.Management's Discussion and Analysis of
                    Financial Condition and Results of
                    Operations.................................................8

PART II.  OTHER INFORMATION...................................................19

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

                                BALANCE SHEETS

<TABLE>
<CAPTION>
                   Assets                                      September 30, 1998            December 31, 1997
                   ------                                      ------------------            -----------------           
<S>                                                            <C>                           <C>  
  Investment in joint ventures (Note 2)                               $18,931,349                  $19,479,915
  Cash and cash equivalents                                               175,136                      268,337
  Due from affiliates                                                     442,633                      465,733
  Deferred project costs                                                    2,666                        2,666
  Organization costs, less accumulated
    amortization of $31,250 in 1998 and
       $29,687 in 1997                                                          0                        1,563
  Prepaid expenses and other assets                                           300                          300
                                                                      -----------                  -----------

             Total assets                                             $19,552,084                  $20,218,514
                                                                      ===========                  ===========

     Liabilities and Partners' Capital
     ---------------------------------        
 
Liabilities:
 Partnership distribution payable                                     $   440,163                  $   432,841
                                                                      -----------                  -----------
 
Partners' capital:
 Class A - 2,190,324 units outstanding                                 18,614,631                   18,525,190
 Class B - 309,676 units outstanding                                      497,290                    1,260,483
                                                                      -----------                  -----------
 
             Total partners' capital                                   19,111,921                   19,785,673
                                                                      -----------                  ----------- 
 
               Total liabilities and partners' capital                $19,552,084                  $20,218,514
                                                                      ===========                  ===========
</TABLE>

           See accompanying condensed notes to financial statements.

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

                             STATEMENTS OF INCOME


<TABLE> 
<CAPTION> 
                                                      Three Months Ended                        Nine Months Ended
                                                      ------------------                        -----------------
                                            Sept 30, 1998          Sept 30, 1997         Sept 30, 1998        Sept 30, 1997
                                         --------------------  --------------------  -------------------  -------------------
<S>                                      <C>                   <C>                   <C>                  <C>
Revenues:
     Interest income                               $   2,701             $   6,431           $    9,293           $   23,685
     Equity in income of joint ventures  
                      (Note 2)                       225,423               215,860              692,406              606,551
                                                   ---------             ---------           ----------           ----------
                                                     228,124               222,291              701,699              630,236
                                                   ---------             ---------           ----------           ----------
 
Expenses:
     Legal and accounting                                473                 1,483               14,974               16,587
     Computer costs                                    2,341                 3,069                6,195                7,213
     Partnership administration                       15,093                 7,437               38,099               41,799
     Amortization of organization costs                    0                 1,562                1,563                4,687
                                                   ---------             ---------           ----------           ----------
                                                      17,907                13,551               60,831               70,286
                                                   ---------             ---------           ----------           ----------
     Net income                                    $ 210,217             $ 208,740           $  640,868           $  559,950
                                                   =========             =========           ==========           ==========

Net loss allocated to General Partners             $       0             $       0           $        0           $        0
 
Net income allocated to Class A Limited
     Partners                                      $ 438,480             $ 432,467           $1,328,398           $1,196,452
 
Net loss allocated to Class B Limited
     Partners                                      $(228,263)            $(223,727)          $ (687,530)          $ (636,502)
 
Net income per Class A Limited Partner
     Unit                                          $    0.20             $    0.20           $     0.62           $     0.56
 
Net loss per Class B Limited Partner Unit          $   (0.74)            $   (0.65)          $    (2.10)          $    (1.75)
     
Cash distribution per Class A Limited
     Partner Unit                                  $    0.20             $    0.19           $     0.60           $     0.53
</TABLE>

           See accompanying condensed notes to financial statements.

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

                        STATEMENTS OF PARTNERS' CAPITAL
        FOR THE YEAR ENDED DECEMBER 31, 1997 AND THE NINE MONTHS ENDED
                              SEPTEMBER 30, 1998

<TABLE>
<CAPTION>
                                                                   LIMITED PARTNERS                             TOTAL
                                                                   ----------------
                                                         CLASS A                  CLASS B          GENERAL     PARTNERS'
                                               ------------------------         ------------
                                                    UNITS        AMOUNT      UNITS      AMOUNT     PARTNERS     CAPITAL
                                                    -----        ------      -----      ------     --------    ---------  
<S>                                            <C>            <C>           <C>       <C>          <C>        <C>
BALANCE, DECEMBER 31, 1996                      2,113,257      $18,162,497   386,743   $2,382,594      $0      $20,545,091
                                                                                                            
     Net income (loss)                                  0        1,677,826         0     (882,172)      0          795,654
     Partnership distributions                          0       (1,555,072)        0            0       0       (1,555,072)
     Class B conversion elections                  45,638          239,939   (45,638)    (239,939)      0                0
                                                ---------      -----------   -------   ----------      --      -----------
BALANCE, DECEMBER 31, 1997                      2,158,895       18,525,190   341,105    1,260,483       0       19,785,673
                                                ---------      -----------   -------   ----------      --      -----------
                                                                                                            
     Net income (loss)                                  0        1,328,398         0     (687,530)      0          640,868
     Partnership distributions                          0       (1,314,620)        0            0       0       (1,314,620)
     Class B conversion elections                  31,429           75,663   (31,429)    ( 75,663)      0                0
                                                ---------      -----------   -------   ----------      --      -----------
BALANCE,  SEPTEMBER 30, 1998                    2,190,324      $18,614,631   309,676   $  497,290      $0      $19,111,921
                                                =========      ===========   =======   ==========      ==      ===========
</TABLE>

           See accompanying condensed notes to financial statements.

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

                           STATEMENTS OF CASH FLOWS
                                        
<TABLE>
<CAPTION>
                                                                                   Nine Months Ended
                                                                                  --------------------
                                                                      Sept 30, 1998                  Sept 30, 1997
                                                                      --------------                 --------------
<S>                                                                   <C>                            <C>
Cash flow from operating activities:
Net income                                                              $   640,868                    $   559,950
 Adjustments to reconcile net earnings to net
  cash used in operating activities:                                       
    Equity in income of joint venture                                      (692,406)                      (606,551)
    Amortization of organization costs                                        1,563                          4,687
     Changes in assets and liabilities:
     Prepaids and  other assets                                                   0                          1,700
     Accounts payable                                                             0                         (4,482)
                                                                        -----------                    -----------
       Net cash used in
         operating activities                                               (49,975)                       (44,696)
                                                                        -----------                    -----------
Cash flow from investing activities:
    Distributions received from joint
        ventures                                                          1,357,495                      1,094,566
    Investment in joint ventures                                            (93,424)                      (181,719)        
                                                                        -----------                    -----------         
    Net cash provided by investing                                        1,264,071                        912,847        
        activities                                                      -----------                    -----------         
 
Cash flow from financing activities:
   Partnership distributions paid                                        (1,307,297)                    (1,052,929)
                                                                        -----------                    -----------
   Net decrease in cash and cash
    equivalents                                                             (93,201)                      (184,778)
 
Cash and cash equivalents, beginning of year                                268,337                        589,082
                                                                        -----------                    -----------
 
Cash and cash equivalents, end of period                                $   175,136                    $   404,304
                                                                        ===========                    ===========
 
Supplemental schedule of noncash investing
 activities-deferred project costs applied
 to investing activities                                                $         0                    $     7,530
                                                                        -----------                    -----------
</TABLE>
                                        
           See accompanying condensed notes to financial statements.

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

                    Condensed Notes to Financial Statement
                                        

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

     (a) General
     -----------
     Wells Real Estate Fund VI, 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 December 1, 1992, for the
     purpose of acquiring, developing, owning, operating, improving, leasing,
     and otherwise managing for investment purposes income producing commercial
     properties.
     
     On April 5, 1993, the Partnership commenced a public offering of its
     limited partnership units pursuant to a Registration Statement on Form S-11
     filed under the Securities Act of 1933. The Partnership terminated its
     offering on April 4, 1994, and received gross proceeds of $25,000,000
     representing subscriptions from 2,500,000 Limited Partners Units, composed
     of 1,933,218 Class A and 566,782 Class B Limited Partnership Units.

     The Partnership owns interests in properties through its equity ownership
     in the following joint ventures: Fund V and Fund VI Associates, a joint
     venture between the Partnership and Wells Real Estate Fund V, L.P. (the
     "Fund V - Fund VI Joint Venture"); (ii) Fund V, Fund VI, and Fund VII
     Associates, a joint venture between the Partnership, Wells Real Estate Fund
     V, L.P. and Wells Real Estate Fund VII, L.P. (the "Fund V-VI-VII Joint
     Venture"); (iii) Fund VI and Fund VII Associates, a joint venture between
     the Partnership and Wells Real Estate Fund VII, L.P. (the "Fund VI-VII
     Joint Venture"); (iv) Fund II, Fund III, Fund VI and Fund VII Associates, a
     joint venture between the Partnership, Fund II and Fund III Associates, and
     Wells Real Estate Fund VII, L.P., (the "Fund II,III,VI,VII Joint Venture");
     (v) Fund VI, Fund VII and Fund VIII Associates, a joint venture between the
     Partnership, Wells Real Estate Fund VII, L.P. and Wells Real Estate Fund
     VIII, L.P. (the "Fund VI,VII,VIII Joint Venture"); and (vi) Fund I, II, II-
     OW, VI, VII Associates, a joint venture between the Partnership, Wells Real
     Estate Fund I, Wells Real Estate Fund II, Wells Real Estate Fund II-OW, and
     Wells Real Estate Fund VII, L.P. (the "Fund I,II,II-OW,VI,VII Joint
     Venture").
     
     As of September 30, 1998, the Partnership owned interests in the following
     properties through its ownership of the foregoing joint ventures: (i) a
     four story office building located in Hartford, Connecticut (the "Hartford
     Building") and (ii) two retail buildings located in Clayton County, Georgia
     (the "Stockbridge Village II") which are owned by the Fund V - Fund VI
     Joint Venture; (iii) a three-story office building located in Appleton
     Wisconsin (the "Marathon Building") which is owned by the Fund V-VI-VII
     Joint Venture; (iv) two retail buildings located in Clayton County, Georgia
     (the "Stockbridge Village III") which are owned by the Fund VI - Fund VII
     Joint Venture; (v) a shopping center expansion located in Clayton County,
     Georgia (the Stockbridge Village I Expansion") which is owned by the Fund
     VI - Fund VII Joint Venture; (vi) an office/retail center located in
     Roswell, Georgia (the "880 Holcomb Bridge") which is owned by

                                       7
<PAGE>
 
the Fund II-III-VI-VII Joint Venture; and (vii) a four story office building
located in Jacksonville, Florida (the "BellSouth Property") and; (viii) a
shopping center located in Clemmons, North Carolina ( the "Tanglewood Commons")
which is owned by the Fund VI - VII - VIII Joint Venture; and (ix) a retail
shopping center located in Cherokee County, Georgia (the "Cherokee Commons")
which is owned by the Fund I-II-II-OW-VI-VII Joint Venture. All of the foregoing
properties were acquired on an all cash basis. For further information regarding
these joint ventures and properties, refer to the Partnership's Form 10-K for
the year ended December 31, 1997.

(b). Basis of Presentation
- --------------------------

The financial statements of Wells Real Estate Fund VI, 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 year ended December 31, 1997.


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

The Partnership owns interests in nine properties through its investment in
joint ventures of which three are office buildings and six are retail buildings.
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. For further information, refer
to Form 10-K of the Partnership for the year ended December 31, 1997.


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
selected financial data and the accompanying financial statements of the
Partnership and notes thereto. This Report contains forward-looking statements,
within the meaning of Section 27A of the Securities Act of 1933 and 21E of the
Securities Exchange Act of 1934, including discussion and analysis of the
financial condition of the Partnership, anticipated capital expenditures
required to complete certain projects, amounts of cash distributions anticipated
to be distributed to Limited Partners in the future and certain other matters.
Readers of this Report should be aware that there are various factors that could
cause actual results to differ materially from any forward-looking statement
made in this Report, which include construction costs which may exceed
estimates, construction delays, lease-up risks, inability to obtain new tenants
upon expiration of existing leases, and the potential need to fund tenant
improvements or other capital expenditures out of operating cash flow.

                                       8
<PAGE>
 
RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL CONDITIONS
- ---------------------------------------------------------

(a) General
- -----------
As of September 30, 1998, the properties owned by the Partnership were 95%
occupied. Gross revenues of the Partnership were $701,699 for the nine months
ended September 30, 1998, as compared to $630,236 for the nine months ended
September 30, 1997. The increase in revenues is attributed primarily to funds
invested in joint ventures, which increased the income generated from the joint
ventures, which offset the reduction in interest income due to decreased funds
available to earn interest.

Expenses of the Partnership were $60,831 for 1998, as compared to $70,286 for
1997. The decrease in expenses for 1998, as compared to 1997, was primarily due
to decreased partnership administration expenses, legal expenses and computer
expenses.

Net income of the Partnership was $640,868 for the nine months ended September
30, 1998, as compared to $559,950 for the same period in 1997.  The increase in
net income for 1998, from 1997, is due primarily to increased revenues and
decreased expenses as noted above.

Net cash used in operating activities increased from $44,696 in 1997 to $49,975
in 1998. This increase was due primarily to decreased interest income offset
partially by decreased expenses. Net cash provided by investing activities
increased for the nine months ended September 30, 1998, as compared to the same
period in 1997, due to a decrease in investments in joint ventures and an
increase in joint venture distributions. Partnership distributions also
increased in 1998, as compared to 1997. These changes produced cash and cash
equivalents of $404,304 and $175,136 at September 30, 1997, and 1998,
respectively.

The Partnership made cash distributions of investment income to Limited Partners
holding Class A Units of $.20 for the three months ended September 30, 1998, as
compared to $.19 per Class A Unit for the same period in 1997. No cash
distributions of investment income were made to Limited Partners holding Class B
Units or to the General Partners.

The Partnership expects to continue to meet its short-term liquidity
requirements and budget demands generally through net cash provided by
operations which the Partnership believes will continue to be adequate to meet
both operating requirements and distributions to Limited Partners. At this time,
given the nature of the joint ventures in which the Partnership has invested,
there are no known improvements and renovations to the properties expected to be
funded from cash flow from operations.

The General Partners have verified that all operational computer systems are
year 2000 compliant. This included 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.

                                       9
<PAGE>
 
Recent Accounting Pronouncements
- --------------------------------

Statement of Financial Accounting Standard (SFAF) 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 13, 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.


PROPERTY OPERATIONS
- -------------------

As of September 30, 1998, the Partnership owned interests in the following
operational properties

The Hartford Building/Fund V - Fund VI Joint Venture
- ----------------------------------------------------

<TABLE>
<CAPTION>
                                              Three Months Ended              Nine Months Ended
                                        ------------------------------  ------------------------------
                                        Sept 30, 1998   Sept 30, 1997   Sept 30, 1998   Sept 30, 1997
                                        --------------  --------------  --------------  --------------
<S>                                     <C>             <C>             <C>             <C>
Revenues:
Rental Income                                $179,374        $179,374        $538,124        $538,124
                                             --------        --------        --------        --------
 
Expenses:
  Depreciation                                 73,005          73,005         219,015         219,015
  Management & leasing expenses                 7,242           7,772          20,140          23,014
  Other operating expenses                      4,099          (3,393)         13,887         (15,821)
                                             --------        --------        --------        --------
                                               84,346          77,384         253,042         226,208
                                             --------        --------        --------        --------
 
Net income                                   $ 95,028        $101,990        $285,082        $311,916
                                             ========        ========        ========        ========
 
Occupied %                                        100%            100%            100%            100%
 
Partnership's Ownership % in the
  Fund V - Fund VI Joint Venture                 53.5%           53.5%           53.5%           53.5%
 
Cash Distribution to Partnership             $ 90,742        $ 94,382        $271,379        $284,409
 
Net Income Allocated to the
  Partnership                                $ 50,811        $ 54,505        $152,433        $165,539
</TABLE>

Net income decreased and expenses increased for the nine months ended September
30, 1998, as compared to 1997, due primarily to an insurance reimbursement from
the tenant in 1997, which was recorded in other operating expenses.

                                       10
<PAGE>
 
Stockbridge Village II/Fund V - Fund VI Joint Venture
- -----------------------------------------------------

<TABLE>
<CAPTION>
                                             Three Months Ended              Nine Months Ended
                                       ------------------------------  ------------------------------
                                       Sept 30, 1998   Sept 30, 1997   Sept 30, 1998   Sept 30, 1997
                                       --------------  --------------  --------------  --------------
<S>                                    <C>             <C>             <C>             <C>
Revenues:
Rental Income                                $59,070        $ 55,886        $176,958        $175,164
                                             -------        --------        --------        --------
 
Expenses:
  Depreciation                                25,425          24,580          76,553          68,272
  Management & leasing expenses                7,057          11,860          22,731          23,214
  Other operating expenses                    11,840          21,522          36,033         113,768
                                             -------        --------        --------        --------
                                              44,322          57,962         135,317         205,254
                                             -------        --------        --------        --------
 
Net income (loss)                            $14,748        $(2,076)        $ 41,641        $(30,090)
                                             =======        ========        ========        ========
 
Occupied %                                        72%             72%             72%             72%
 
Partnership's Ownership % in the
  Fund V - Fund VI Joint Venture                53.5%           53.5%           53.5%           53.5%
 
Cash Distribution to Partnership             $20,546        $ 11,603        $ 60,396        $ 17,551
 
Net  Income  (Loss) Allocated to the
  Partnership                                $ 7,885        $(1,108)        $ 22,265        $(15,980)
</TABLE>

Other operating expenses decreased and net income increased in 1998, as compared
to 1997, due primarily to a bad debt reserve recorded in 1997, for Glenn's Open
Pit Bar-B-Que, which had vacated 4,303 square feet of space as of April 1, 1997.
Efforts are being made to re-lease the space.

                                       11
<PAGE>
 
The Marathon Building/Fund V-VI-VII Joint Venture
- -------------------------------------------------

<TABLE>
<CAPTION>
                                              Three Months Ended              Nine Months Ended
                                        ------------------------------  ------------------------------
                                        Sept 30, 1998   Sept 30, 1997   Sept 30, 1998   Sept 30, 1997
                                        --------------  --------------  --------------  --------------
<S>                                     <C>             <C>             <C>             <C>
Revenues:
Rental Income                                $242,755        $242,754        $728,693        $725,465
                                             --------        --------        --------        --------
 
Expenses:
  Depreciation                                 87,647          87,647         262,939         262,939
  Management & leasing expenses                 9,890           9,889          29,670          29,781
  Other operating expenses                      3,044           3,174           9,785           7,937
                                             --------        --------        --------        --------
                                              100,581         100,710         302,394         300,657
                                             --------        --------        --------        --------
 
Net income                                   $142,174        $142,044        $426,299        $424,808
                                             ========        ========        ========        ========
 
Occupied %                                        100%            100%            100%            100%
 
Partnership's Ownership % in the
  Fund V-VI-VII Joint Venture                    41.8%           41.8%           41.8%           41.8%
 
Cash Distribution to Partnership             $ 97,111        $ 97,056        $291,239        $291,832
 
Net Income Allocated to the
  Partnership                                $ 59,421        $ 59,417        $178,321        $177,697
</TABLE>

Rental income increased slightly for the nine months ended September 30, 1998,
compared to the same period of 1997. Operating expenses increased slightly, due
primarily to accounting and administrative fees increasing, as compared to 1997.
Cash distributions to the Partnership and net income allocated to the
Partnership remained relatively stable for the nine months ended September 30,
1998 and 1997.

                                       12
<PAGE>
 
 Stockbridge Village III / Fund VI - Fund VII Joint Venture
 ----------------------------------------------------------

<TABLE>
<CAPTION>
                                                  Three Months Ended              Nine Months Ended
                                             ------------------------------  ------------------------------
                                             Sept 30, 1998   Sept 30, 1997   Sept 30, 1998   Sept 30, 1997
                                             --------------  --------------  --------------  --------------
<S>                                          <C>             <C>             <C>             <C>
Revenues:
Rental Income                                      $59,652         $71,127        $178,405        $211,088
                                                   -------         -------        --------        --------
 
Expenses:
  Depreciation                                      22,781          21,452          68,273          64,355
  Management & leasing expenses                     20,952           6,730          37,316          22,712
  Other operating expenses                          22,325           2,891          91,679          (2,467)
                                                   -------         -------        --------        --------
                                                    66,058          31,073         197,268          84,600
                                                   -------         -------        --------        --------
 
Net (loss) income                                  $(6,406)        $40,054        $(18,863)       $126,488
                                                   =======         =======        ========        ========
 
Occupied %                                              82%             87%             82%             87%
 
Partnership's Ownership % in the
  Fund VI - Fund VII Joint Venture                    43.4%           42.7%           43.4%           42.7%
 
Cash Distribution to Partnership                   $ 7,598         $26,538        $ 22,803        $ 81,640
 
Net (Loss) Income Allocated to the
  Partnership                                      $(2,758)        $17,127        $ (8,127)       $ 54,094
</TABLE>

A net loss is reflected for the nine months ended September 30, 1998, as
compared to net income of $126,488 for the same period in 1997.  The loss was
due to a decrease in rental income and an increase in other operating expenses
which were the result of Kenny Rogers Roasters, a restaurant, which vacated its
leased space in the first quarter of 1998.  A bad debt reserve is being recorded
in other operating expenses, and the receivable due from this tenant has been
turned over to lawyers for collection.  Efforts are being made to re-lease this
space.

The Partnership's ownership percentage in the Fund VI - Fund VII Joint Venture
increased to 43.4% for 1998, as compared to 42.7% in 1997, due to additional
funding by the Partnership, which increased the Partnership's ownership interest
in the Fund VI - Fund VII Joint Venture.

                                       13
<PAGE>
 
Holcomb Bridge Road Project / Fund II, III, VI, VII Joint Venture
- -----------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   Three Months Ended               Nine Months Ended
                                              ------------------------------  ------------------------------
                                              Sept 30, 1998   Sept 30, 1997   Sept 30, 1998   Sept 30, 1997
                                              --------------  --------------  --------------  --------------
<S>                                           <C>             <C>             <C>             <C>
Revenues:
Rental income                                      $226,233        $181,877        $648,113        $477,974
                                                   --------        --------        --------        --------
 
Expenses:
  Depreciation                                       94,128          84,509         282,161         220,621
  Management & leasing expenses                      20,198          26,156          79,450          69,219
  Other operating expenses                           27,664          48,870          64,494          92,810
                                                   --------        --------        --------        --------
                                                    141,990         159,535         426,105         382,650
                                                   --------        --------        --------        --------
 
Net income                                         $ 84,243        $ 22,342        $222,008        $ 95,324
                                                   ========        ========        ========        ========
 
Occupied %                                              100%             87%            100%             87%
 
Partnership's Ownership % in the Fund II,
   III, VI, VII Joint Venture                          26.9%           26.0%           26.9%           26.0%
 
Cash Distribution to Partnership                   $ 50,834        $ 24,703        $143,617        $ 79,871
 
Net Income Allocated to the
  Partnership                                      $ 22,659        $  5,813        $ 59,561        $ 24,803
</TABLE>

In January 1995, the Fund II - Fund III Joint Venture contributed 4.3 acres of
land and land improvements at 880 Holcomb Bridge Road to the Fund II, III, VI,
VII Joint Venture.  Development has been completed on two buildings with a total
of approximately 49,500 square feet of space.

As of September 30, 1998, fourteen tenants are occupying approximately 49,500
square feet of space in the retail and office building under leases of varying
lengths. Increases in revenues, expenses and net income for the quarter and nine
months ended September 30, 1998, compared to the same quarter of 1997, are due
to the property being 100% occupied as of September 30, 1998, as compared to the
same period of 1997.

The Partnership's ownership percentage in the Fund II, III, VI, VII Joint
Venture increased to 26.9% in 1998, as compared to 26.0% in 1997, due to
additional fundings by the Partnership.

                                       14
<PAGE>
 
Stockbridge Village I Expansion / Fund VI - Fund VII Joint Venture
- ------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   Three Months Ended               Nine Months Ended
                                              ------------------------------  ------------------------------
                                              Sept 30, 1998   Sept 30, 1997   Sept 30, 1998   Sept 30, 1997
                                              --------------  --------------  --------------  --------------
<S>                                           <C>             <C>             <C>             <C>
Revenues:
Rental income                                       $73,471         $53,719        $219,153        $125,603
                                                    -------         -------        --------        --------
 
Expenses:
  Depreciation                                       35,003          29,297         104,657          75,425
  Management & leasing expenses                      10,175           7,223          29,912          15,709
  Other operating expenses                             (529)          6,066          13,848          29,879
                                                    -------         -------        --------        --------
                                                     44,649          42,586         148,417         121,013
                                                    -------         -------        --------        --------
 
Net income                                          $28,822         $11,133        $ 70,736        $  4,590
                                                    =======         =======        ========        ========
 
Occupied %                                               79%             73%             79%             73%
 
Partnership's Ownership % in the Fund VI-
   Fund VII Joint Venture                              43.4%           42.7%           43.4%           42.7%
 
Cash Distribution to Partnership                    $27,263         $16,314        $ 72,218        $ 28,045
 
Net Income Allocated to the
  Partnership                                       $12,440         $ 4,759        $ 30,460        $  1,961
</TABLE>

Rental income, expenses and net income increased for the nine months ended
September 30, 1998, as compared to the same period in 1997, due primarily to
lease up efforts and increased occupancy at this property.  Negotiations are
being conducted to lease the remaining space.

The Partnership's ownership percentage in the Fund VI - Fund VII Joint Venture
increased to 43.4% for 1998, as compared to 42.7% in 1997, due to additional
funding by the Partnership which increased the Partnership's ownership interest
in the Fund VI - Fund VII Joint Venture.

                                       15
<PAGE>
 
BellSouth Building / Fund VI - Fund VII - Fund VIII Joint Venture
- -----------------------------------------------------------------

<TABLE>
<CAPTION>
                                                   Three Months Ended               Nine Months Ended
                                              ------------------------------  ------------------------------
                                              Sept 30, 1998   Sept 30, 1997   Sept 30, 1998   Sept 30, 1997
                                              --------------  --------------  --------------  --------------
<S>                                           <C>             <C>             <C>             <C>
Revenues:
  Rental income                                    $380,278        $350,461      $1,140,832      $1,137,024
  Interest income                                     2,096           2,097           6,268           6,114
                                                   --------        --------      ----------      ----------
                                                    382,374         352,558       1,147,100       1,143,138
                                                   --------        --------      ----------      ----------
 
Expenses:
  Depreciation                                      110,985         110,889         332,827         332,667
  Management & leasing expenses                      47,414          47,095         142,610         143,554
  Other operating expenses                          121,718          85,739         311,783         312,986
                                                   --------        --------      ----------      ----------
                                                    280,117         243,723         787,220         789,207
                                                   --------        --------      ----------      ----------
 
Net income                                         $102,257        $108,835      $  359,880      $  353,931
                                                   ========        ========      ==========      ==========
 
Occupied %                                              100%            100%            100%            100%
 
Partnership's Ownership % in the Fund VI-
   Fund VII - Fund VIII Joint Venture                  34.3%           34.3%           34.3%           34.3%
 
Cash Distribution to Partnership                   $ 75,893        $ 80,100      $  245,826      $  253,038
 
Net Income Allocated to the Partnership            $ 35,023        $ 38,005      $  123,260      $  126,039
</TABLE>

Net income has increased slightly in 1998, as compared to 1997.  Cash
distributions allocated to the Partnership decreased in 1998, as compared to
1997, due primarily to additional funding by Wells Fund VIII in early 1997,
which decreased the Partnership's ownership interest in the Fund VI - VII - VIII
Joint Venture.

                                       16
<PAGE>
 
Tanglewood Commons / Fund VI - VII - VIII Joint Venture
- -------------------------------------------------------

<TABLE>
<CAPTION>
 
                                                           Three Months Ended            Nine Months Ended     Eight Months Ended
                                                     ------------------------------  ----------------------  ----------------------
                                                     Sept 30, 1998   Sept 30, 1997       Sept 30, 1998           Sept 30, 1997
                                                     --------------  --------------  ----------------------  ----------------------
<S>                                                  <C>             <C>             <C>                     <C>
Revenues:
  Rental income                                         $183,587        $172,682             $548,339                $382,265
  Interest income                                          4,345           3,890               14,070                  10,275
                                                        --------        --------             --------                --------
                                                         187,932         176,572              562,409                 392,540
                                                        --------        --------             --------                --------
 
Expenses:
  Depreciation                                            61,235          53,435              182,721                 135,686
  Management & leasing expenses                           14,953          13,390               44,804                  26,727
  Other operating expenses                                19,150          20,740               24,380                  72,352
                                                        --------        --------             --------                --------
                                                          95,338          87,565              251,905                 234,765
                                                        --------        --------             --------                --------
 
Net income                                              $ 92,594        $ 89,007             $310,504                $157,775
                                                        ========        ========             ========                ========
 
Occupied %                                                    90%             78%                  90%                     78%
 
Partnership's Ownership % in the Fund VI - Fund
  VII - Fund VIII Joint Venture                             34.3%           34.3%                34.3%                   34.3%
 
Cash Distribution to Partnership                        $ 52,296        $ 46,261             $167,992                $ 83,120
 
Net Income Allocated to the
  Partnership                                           $ 31,714        $ 31,038             $106,349                $ 55,274
</TABLE>

On May 31, 1995, the Fund VI-VII-VIII Joint Venture purchased a 14.683 acre
tract of real property located in Clemmons, Forsyth County, North Carolina.  The
land purchase costs were funded by a capital contribution made by the
Partnership.  Total costs and expenses to be incurred by the Fund VI-VII-VIII
Joint Venture for the acquisition, development, construction and completion of
the shopping center are anticipated to be approximately $8,700,000.

The Fund VI-VII-VIII Joint Venture developed a large strip shopping center
building containing approximately 67,320 gross square feet which opened on
February 26, 1997, on a 12.48 acre tract.  The remaining 2.2 acre portion of the
property will remain in a vegetative or natural state.

In February 1997, Harris Teeter, Inc., a regional supermarket chain, occupied
its leased space of 46,120 square feet with an initial term of 20 years.  The
annual base rent during the initial term is $488,250.  In addition, Harris
Teeter has agreed to pay percentage rent equal to one percent of the amount by
which Harris Teeter gross sales exceed $35,000,000 for any lease year.

Since this property commenced operations in February, 1997, comparable income
and expense figures for the nine months ended September 30, 1998 and 1997 are
not available.  Income has increased for the three months ended September 30,
1998, as compared to the same period in 1997, due to increased occupancy at the
shopping center while expenses have increased due primarily to increased
depreciation.

                                       17
<PAGE>
 
Cherokee Commons/ Fund I, II, II-OW, VI, VII Joint Venture
- ----------------------------------------------------------

<TABLE>
<CAPTION>
                                               Three Months Ended                Nine Months Ended
                                      ------------------------------  ---------------------------------
                                      Sept 30, 1998   Sept 30, 1997   Sept 30, 1998     Sept 30, 1997
                                      --------------  --------------  --------------   ----------------
<S>                                   <C>             <C>             <C>             <C>
Revenues:
  Rental income                            $226,733        $215,367        $681,415            $648,779
  Interest income                                 2              10              43                  47
                                           --------        --------        --------            --------
                                            226,735         215,377         681,458             648,826
                                           --------        --------        --------            --------
Expenses:
  Depreciation                              111,285         110,037         332,412             327,259
  Management & leasing expenses              18,478           7,017          62,966              57,881
  Other operating expenses                   20,630          39,455          25,680             103,777
                                           --------        --------        --------            --------
                                            150,393         156,509         421,058             488,917
                                           --------        --------        --------            --------
 
Net income                                 $ 76,342        $ 58,868        $260,400            $159,909
                                           ========        ========        ========            ========
 
Occupied %                                       91%             93%             91%                 93%
 
Partnership's Ownership %                      10.7%           10.7%           10.7%               10.7%
 
Cash Distribution to Partnership           $ 20,348        $  8,475        $ 63,224            $ 44,638
 
Net Income Allocated to the
  Partnership                              $  8,175        $  6,304        $ 27,884            $ 17,123
</TABLE>


Rental income increased in 1998 over 1997, due primarily to the one time
adjustment made in 1997, to the straight line rent schedule.  The decrease in
operating expenses in 1998, as compared to 1997, are due to decreased
expenditures for tenant improvements, plumbing, common area expenses, and legal
fees.

                                       18
<PAGE>
 
PART II - OTHER INFORMATION
- ---------------------------

     ITEM 6 (b). No reports on Form 8-K were filed during the third quarter of
     1998.

                                  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 VI, L.P.
                                (Registrant)


     Dated: November 10, 1998  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.

                                       19

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                         175,136
<SECURITIES>                                18,931,349
<RECEIVABLES>                                  442,633
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                 2,966
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                              19,552,084
<CURRENT-LIABILITIES>                          440,163
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  19,111,921
<TOTAL-LIABILITY-AND-EQUITY>                19,552,084
<SALES>                                              0
<TOTAL-REVENUES>                               701,699
<CGS>                                                0
<TOTAL-COSTS>                                   60,831
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                640,868
<INCOME-TAX>                                   640,868
<INCOME-CONTINUING>                            640,868
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   640,868
<EPS-PRIMARY>                                      .62
<EPS-DILUTED>                                        0
        

</TABLE>


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