<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 June 30, 1997 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 0-27888
-----------------------
Wells Real Estate Fund VIII, L.P.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2126618
- ------------------------------------------------------------------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
3885 Holcomb Bridge Road, Norcross, Georgia 30092
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
--------------
- ------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------- -------
<PAGE>
Form 10-Q
---------
Wells Real Estate Fund VIII, L.P.
---------------------------------
INDEX
-----
Page No.
--------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - June 30, 1997
and December 31, 1996...................... 3
Statements of Income for the Three and Six
Months Ended June 30, 1997
and 1996................................... 4
Statement of Partners' Capital
for the Year Ended December 31, 1996,
and the Six Months Ended June 30, 1997..... 5
Statements of Cash Flows for the Six Months
Ended June 30, 1997 and 1996............... 6
Condensed Notes to Financial Statements.... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................. 9
PART II. OTHER INFORMATION..................................... 19
2
<PAGE>
WELLS REAL ESTATE FUND VIII, L.P.
(a Georgia Public Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
Assets June 30, 1997 December 31, 1996
------ ------------- -----------------
<S> <C> <C>
Investment in joint ventures (Note 2) $ 24,312,531 $ 13,787,531
Cash and cash equivalents 2,352,693 12,716,219
Due from affiliates 331,894 187,433
Deferred project costs 131,873 697,301
Organization costs, less accumulated
amortization of $15,625 in 1997
and $12,500 in 1996 15,625 18,750
Prepaid expenses and other assets 11,000 99,000
---------- ----------
Total assets $ 27,155,616 $ 27,506,234
========== ==========
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Accounts payable and accrued expenses $ 792 $ 5,500
Partnership distribution payable 332,592 317,453
Due to affiliates 0 152,501
---------- ----------
Total liabilities 333,384 475,454
---------- ----------
Partners' capital:
Limited partners:
22,611,745 22,367,784
Class A - 2,636,016 units outstanding 4,210,387 4,662,896
Class B - 567,253 units outstanding 100 100
Original limited partner ---------- ----------
Total partners' capital 26,822,232 27,030,780
---------- ----------
Total liabilities and
partners' capital $ 27,155,616 $ 27,506,234
========== ==========
</TABLE>
See accompanying condensed notes to financial statements.
3
<PAGE>
WELLS REAL ESTATE FUND VIII, L.P.
(a Georgia Public Limited Partnership)
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------- -------------------------------
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Equity in earnings of joint
ventures (Note 2) $ 225,725 $ 33,765 $ 358,177 $ 97,356
Interest income 35,984 223,711 120,298 454,528
--------- -------- --------- ---------
261,709 257,476 478,475 551,884
Expenses:
Legal and accounting 13,681 19,747 21,871 24,266
Computer costs 1,651 1,004 4,344 2,010
Partnership administration 20,328 13,884 42,869 33,607
Amortization of
organization costs 1,563 1,563 3,125 3,125
--------- -------- --------- ---------
37,223 36,198 72,209 63,008
--------- -------- --------- ---------
Net income $ 224,486 $221,278 $ 406,266 $ 488,876
========= ======== ========= =========
Net income (loss) allocated to
General Partners $ 0 $ 0 $ 0 $ (297)
Net income allocated to Class
A Limited Partners $ 422,125 $273,502 $ 749,851 $ 590,735
Net (loss) allocated to Class B
Limited Partners $(197,639) $(52,224) $(343,585) $(101,562)
Net income per Class A Limited
Partner Unit $ 0.16 $ 0.11 $ 0.28 $ 0.23
Net (loss) per Class B
Limited Partner Unit $ (0.36) $ (0.09) $ (0.61) $ (0.18)
Cash distribution per Class A
Limited Partner Unit $ 0.13 $ 0.10 $ 0.23 $ 0.21
</TABLE>
See accompanying condensed notes to financial statements.
4
<PAGE>
WELLS REAL ESTATE FUND VIII, L.P.
(a Georgia Public Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996 AND SIX MONTHS ENDED
JUNE 30, 1997
<TABLE>
<CAPTION>
Limited Partners
--------------------------------------------------------------
Class A Class B Total
-------------------- --------------------- General Partners'
Original Units Amounts Units Amounts Partners Capital
-------- ---------- ------------ -------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE,
December 31, 1995 $ 100 2,456,287 $20,902,202 558,167 $4,730,099 $ 297 $25,632,698
Net income (loss) 0 0 1,207,540 0 (270,653) (297) 936,590
Limited partner contributions 0 166,349 1,642,845 23,466 255,302 0 1,898,147
Partnership distributions 0 0 (1,152,299) 0 0 0 (1,152,299)
Sales commissions and
discounts 0 0 (154,881) 0 (34,568) 0 (189,449)
Other offering expenses 0 0 (77,623) 0 (17,284) 0 (94,907)
------- --------- ----------- -------- ---------- ----- -----------
BALANCE,
December 31, 1996 100 2,622,636 22,367,784 581,633 4,662,896 0 27,030,780
Net income (loss) 0 0 749,851 0 (343,585) 0 406,266
Partnership distributions 0 0 (606,314) 0 0 0 (606,314)
Class B conversion elections 14,380 107,361 (14,380) (107,361) 0 0
Repurchase of limited
partners units 0 (1,000) (8,500) 0 0 0 (8,500)
------- --------- ----------- -------- ---------- ----- -----------
BALANCE,
June 30, 1997 $ 100 2,636,016 $22,610,182 567,253 $4,211,950 $ 0 $26,822,232
======= ========= =========== ======== ========== ===== ===========
</TABLE>
See accompanying condensed notes to financial statements.
5
<PAGE>
WELLS REAL ESTATE FUND VIII, L.P.
(a Georgia Public Limited Partnership)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Six Months Ended
-----------------------------------
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 406,266 $ 488,876
Adjustments to reconcile net income to net
cash used in operating activities:
Equity in income of joint ventures (358,177) (97,356)
Amortization of organization costs 3,125 3,125
Changes in assets and liabilities:
Prepaid expenses and other assets 38,000 (10,000)
Accounts payable (4,708) (3,000)
Due to affiliates (152,501) (42,803)
------------ -----------
Net cash (used in) provided by
operating activities (67,995) 338,842
------------ -----------
Cash flow from investing activities:
Distributions received from joint ventures 419,140 96,347
Investment in joint ventures (10,114,996) (926,962)
Deferred project costs paid 0 (66,435)
------------ -----------
Net cash used in investing
activities (9,695,856) (897,050)
------------ -----------
Cash flows from financing activities:
Limited partners' contributions 0 1,898,147
Sales commissions paid 0 (369,852)
Offering costs paid 0 (94,907)
Distributions to partners from
accumulated earnings (591,176) (573,987)
Return of original limited partner
investment (8,500) 0
------------ -----------
Net cash (used in) provided
by financing activities (599,676) 859,401
------------ -----------
Net (decrease) increase cash and cash
equivalents (10,363,527) 301,193
Cash and cash equivalents, beginning
of year 12,716,220 19,441,918
------------ -----------
Cash and cash equivalents, end of
period $ 2,352,693 $19,743,111
============ ===========
Supplemental disclosure of noncash
investing activities:
Deferred project costs applied to
joint venture property $ 565,428 $ 39,808
============ ===========
</TABLE>
6
<PAGE>
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
Condensed Notes to Financial Statement
June 30, 1997
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) General
- -----------
Wells Real Estate Fund VIII, 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 August 15, 1994, for the
purpose of acquiring, developing, owning, operating, improving, leasing, and
otherwise managing for investment purposed income producing commercial
properties.
On January 6, 1995, the Partnership commenced a public offering of up to
$35,000,000 of limited partnership units ($10.00 per unit) pursuant to a
Registration Statement on Form S-11 filed under the Securities Act of 1933. The
Partnership commenced active operations on February 24, 1996, when it received
and accepted subscriptions for 125,000 units. The offering was terminated on
January 4, 1996, at which time the Partnership had sold 2,613,534 Class A Status
Units, and 590,735 Class B Status Units, held by a total of 1,939 and
302 Limited Partners respectively, for total Limited Partner capital
contributions of $32,042,689.
The Partnership owns interests in properties through the following joint
ventures: (i) Fund VII and Fund VIII Associates, a joint venture between the
Partnership and Wells Real Estate Fund VII, L.P. (the "Fund VII-Fund VIII Joint
Venture"); (ii) Fund VI, Fund VII and Fund VIII Associates, a joint venture
among the Partnership, Wells Real Estate Fund VI, L.P., and Wells Real Estate
Fund VII, L.P. (the "Fund VI-VII-VIII Joint Venture"); and (iii) Fund VIII and
Fund IX Associates, a joint venture between the Partnership and Wells Real
Estate Fund IX, L.P. (the "Fund VIII-Fund IX Joint Venture").
As of June 30, 1997, the Partnership owned interests in the following properties
through its ownership of the foregoing joint ventures: (i) a single-story
retail/office building located in Clayton County, Georgia (the "Hannover
Center") and (ii) a two-story office building located in Gainesville, Florida
(the "CH2M Hill") which are owned by the Fund VII-Fund VIII Joint Venture;
(iii) a four-story office building located in Jacksonville, Florida
(the "BellSouth Property") and (iv) a retail shopping center located in
Clemmons, North Carolina (the "Tanglewood Commons") which are owned by
the Fund VI-VII-VIII Joint Venture; and (v) a four-story office building in
Madison, Wisconsin (the "Cellular One"), (vi) a one-story office building
located in Farmers Branch, Texas (the "TCI Building"), (vii) a two-story
office building located in Orange County, California (the "Matsushita
Building"), and (viii) a two-story office building located in Boulder County,
Colorado (the "Cirrus Logic Building") which are owned by the Fund VIII-
Fund IX Joint Venture.
7
<PAGE>
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, 1996.
(b) Basis of Presentation
- -------------------------
The financial statements of Wells Real Estate Fund VIII, 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, 1996.
2) Investment in Joint Ventures
----------------------------
The Partnership owns interests in six office buildings and two retail centers
through its ownership in joint ventures. 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 the financial statements and
footnotes included in the Partnership's Form 10-K for the year ended
December 31, 1996.
The following describes additional information about events occurring during the
second quarter of 1997 concerning the properties in which the Partnership owned
an interest as of June 30, 1997:
Cellular One Property
- ---------------------
On June 17, 1996, the Fund VIII - Fund IX Joint Venture purchased a 7.09 acre
tract of real property in Madison, Dane County, Wisconsin for a total cost of
$859,255 including closing costs. The majority of construction has been
completed on a four-story office building containing approximately 101,727
rentable square feet.
In June 1997, Cellular One, a subsidiary of BellSouth Corporation, occupied its
leased space of 76,276 square feet comprising approximately 75% of the building.
The initial term of the lease is 9 years and 11 months beginning in June 1997,
with the option to extend the initial term of the lease for two consecutive five
year periods. The annual base rent payable during the initial term is $862,500
payable in equal monthly installments of $71,875 during the first five years and
$975,000 payable in equal monthly installments of $81,250 during the last four
years and 11 months of the initial term. The annual base rent for each extended
term will be at market rental rate.
8
<PAGE>
The land purchase and construction costs, to date, have been funded by capital
contributions of $4,987,444 by the Partnership and $5,012,444 by Wells Fund IX.
It is anticipated that the total cost to complete the property, which is
estimated to be approximately $10,500,000, will be contributed equally by the
Partnership and Wells Fund IX. The Partnership has reserved sufficient funds
for this purpose. For further information regarding the Cellular One Property,
refer to Supplement No. 2 dated June 28, 1996, to the Prospectus of Wells Real
Estate Fund IX, L.P. dated January 5, 1996, contained in Post-Effective
Amendment No. 11 to Form S-11 Registration Statement of Wells Real Estate Fund
VIII, L.P. and Wells Real Estate Fund IX, L.P. filed with the Commission on
July 3, 1996 (Commission File No. 33-83852).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
- -------------------------------------------------------------------------
RESULTS OF OPERATION.
- ---------------------
The following discussion and analysis should be read in conjunction with the
accompanying financial statements of the Partnership and notes thereto. This
Report contains forward-looking statements, within the meaning of Section 27A of
the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934,
including discussion and analysis of the financial condition of the Partnership,
anticipated capital expenditures required to complete certain projects, amounts
of cash distributions anticipated to be distributed to Limited Partners in the
future and certain other matters. Readers of this Report should be aware that
there are various factors that could cause actual results to differ materially
form any forward-looking statement made in this Report, which include
construction costs which may exceed estimates. Construction delays, lease-up
risks, inability to obtain new tenants upon expiration of existing leases, and
the potential need to fund tenant improvements or other capital expenditures out
of operating cash flow.
RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL CONDITIONS
- ---------------------------------------------------------
(a) General
- -----------
Gross revenues of the Partnership were $478,475 for the six months ended June
30, 1997, as compared to $551,884 for the six months ended June 30, 1996. The
decrease was attributable primarily to decreased interest income earned on funds
held by the Partnership prior to the investment in properties offset partially
by increased income from joint ventures. Expenses of the Partnership increased
to $72,209 for the six months ended June 30, 1997 as compared to $63,008 for the
same period in 1996, as the result of increased partnership administrative costs
offset partially by decreased legal and accounting fees. Net income of the
Partnership was $406,266 for the six months ended June 30, 1997, as compared to
$488,876 for the same period in 1996.
The Partnership's net cash provided by (used in) operating activities decreased
to $(67,995) for 1997 as compared to $338,842 for 1996. The decrease is due
primarily to decreased interest earned on funds held by the Partnership prior to
investment in properties and payments to
9
<PAGE>
affiliates. Net cash used in investing activities increased to $9,695,856 for
1997 from $897,050 in 1996 due primarily to additional investments in joint
ventures. Net cash provided by financing activities decreased from 1996 due to
the termination of the offering on January 4, 1996. Cash and cash equivalents
decreased from $19,441,918 at June 30, 1996 to $2,352,693 for the same period in
1997.
The Partnership's distributions from Net Cash From Operations accrued to Class A
Unit holders for the second quarter of 1997 was $0.13 per weighted average unit
as compared to $.10 for the second quarter of 1996.
PROPERTY OPERATIONS
- -------------------
As of June 30, 1997, the Partnership owned interests in the following
operational properties:
CH2M Hill at Gainesville/Fund VII - Fund VIII Joint Venture
- -----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ -----------------------------
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Revenues:
Rental income $132,579 $132,578 $265,157 $269,120
Expenses:
Depreciation 54,548 54,588 106,132 108,925
Management & leasing expenses 21,308 15,698 42,617 29,096
Other operating expenses (14,649) (2,055) (34,273) (2,706)
-------- -------- -------- --------
61,207 68,231 114,476 135,315
-------- -------- -------- --------
Net income $ 71,372 $ 64,347 $150,681 $133,805
======== ======== ======== ========
Occupied % 94% 94% 94% 94%
Partnership's Ownership % in the
Fund VII-VIII Joint Venture 62.05% 62.05% 62.05% 62.05%
Cash distribution to Partnership $ 78,816 $ 74,486 $160,725 $138,242
Net income allocated to the
Partnership $ 44,286 $ 39,925 $ 93,492 $ 94,778
</TABLE>
Rental income remained stable in 1997 as compared to 1996. Net income increased
in 1997 as compared to 1996, due to savings in various operating expenses,
accounting fees and timing differences in billing common area maintenance to the
tenant offset partially by increased management and leasing expenses.
10
<PAGE>
The Hannover Center/Fund VII - Fund VIII Joint Venture
- ------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Two Months Ended
June 30, 1997 June 30, 1997 June 30, 1996
----------------- ---------------- ----------------
<S> <C> <C> <C>
Revenues:
Rental income $26,061 $55,257 $ 2,325
Expenses:
Depreciation 10,982 21,963 11,355
Management & leasing expense 2,434 5,004 0
Other operating expenses 5,472 14,153 8,325
------- ------- --------
18,888 41,120 19,680
------- ------- --------
Net income $ 7,173 $14,137 $(17,355)
======= ======= ========
Occupied 50.0% 50.0% 50.0%
Partnership's Ownership % in the
Fund VII - Fund VIII Joint Venture 62.05% 62.05% 62.05%
Cash distribution to Partnership $10,073 $18,188 $ 0
Net income allocated to Partnership $ 4,451 $ 8,772 $(10,768)
</TABLE>
On April 1, 1996, Fund VII-Fund VIII Joint Venture acquired a 1.01 acre tract of
land located in Stockbridge, Georgia, upon which it has developed a 12,000
square foot combination retail/office building known as the Hannover Retail
Center.
Moovies, Inc., a video sales and rental store, signed a nine year, eleven month
lease for 6,020 square feet and occupied the space on June 22, 1996. Efforts are
being made to lease the remaining space. Accordingly, no comparative financial
data is available for the prior year.
11
<PAGE>
BellSouth Property/Fund VI - Fund VII-Fund VIII Joint Venture
- -------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended Two Months Ended
June 30, 1997 June 30, 1997 June 30, 1996
------------------- ----------------- -------------------
<S> <C> <C> <C>
Revenues:
Rental income $407,513 $786,563 $146,740
Interest income 2,041 4,017 56,634
-------- -------- --------
409,554 790,580 203,374
-------- -------- --------
Expenses:
Depreciation 110,889 221,778 76,976
Management & leasing expense 51,286 96,459 17,928
Other operating expenses 143,280 227,247 65,960
-------- -------- --------
305,455 545,484 160,864
-------- -------- --------
Net income $104,099 $245,096 $ 42,510
======== ======== ========
Occupied 100.0% 100.0% 96.0%
Partnership's Ownership % in the
Fund VI - Fund VII - Fund VIII Joint Venture 30.3% 30.3% 13.3%
Cash distribution to Partnership $ 68,042 $140,520 $ 16,437
Net income allocated to Partnership $ 31,542 $ 71,226 $ 5,658
</TABLE>
On April 25, 1996, the Fund VI-Fund VII-Fund VIII Joint Venture purchased 5.55
acres of land located in Jacksonville, Florida. In May, 1996, the 92,964 square
foot office building was completed, with BellSouth Advertising and Publishing
Corporation occupying approximately 66,333 square feet and American Express
occupying approximately 22,607 square feet. An additional approximate 2,900
square feet of additional space was occupied by BellSouth commencing in
December, 1996 bringing occupancy to 100%.
Interest income was generated from construction dollars, not as yet funded on
construction, being invested in interest bearing accounts.
Since the building opened in May 1996, comparative income and expense figures
are not available. The Partnership's ownership percentage in the Fund VI - Fund
VII - Fund VIII Joint Venture increased to 30.3% for 1997, as compared to 13.3%
in 1996, due to additional funding by the Partnership.
12
<PAGE>
Tanglewood Commons/Fund VI-VII-VIII Joint Venture
- -------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Five Months Ended
June 30, 1997 June 30, 1997
------------------- -------------------
<S> <C> <C>
Revenues:
Rental income $160,049 $209,583
Interest income 2,785 6,385
-------- --------
162,834 215,968
-------- --------
Expenses:
Depreciation 51,145 82,251
Management & leasing expense 10,173 13,337
Other operating expenses 29,706 51,612
-------- --------
91,024 147,200
-------- --------
Net income $ 71,810 $ 68,768
======== ========
Occupied 78.0% 78.0%
Partnership's Ownership % in the
Fund VI - Fund VII - Fund VIII Joint Venture 30.3% 30.3%
Cash distribution to Partnership $ 22,880 $ 30,779
Net income allocated to Partnership $ 21,758 $ 20,902
</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 Wells Fund VI.
Total cost 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. It is anticipated that the
Partnership will fund approximately $700,000 needed to complete construction of
Tanglewood Commons.
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 rents equal to one percent of the amount by
which Harris Teeter's gross sales exceed $35,000,000 for any lease year. Since
this property commenced operations in February 1997, comparable income and
expense figures for prior year are not available.
Interest income was generated from construction dollars, not as yet funded on
construction, being invested in interest bearing accounts.
13
<PAGE>
The TCI Building/Fund VIII-Fund IX Joint Venture
- -------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1997 June 30, 1997
------------------ ----------------
<S> <C> <C>
Revenues:
Rental income $113,795 $227,589
Expenses:
Depreciation 41,649 83,297
Management & leasing expense 4,240 8,807
Other operating expenses 2,340 6,389
-------- --------
48,229 98,493
-------- --------
Net income $ 65,566 $129,096
======== ========
Occupied 100.0% 100.0%
Partnership's Ownership % in the
Fund VIII - Fund IX Joint Venture 50.1% 50.1%
Cash distribution to Partnership $ 50,511 $ 99,908
Net income allocated to Partnership $ 32,816 $ 64,552
</TABLE>
On October 10, 1996, Fund VIII-Fund IX Joint Venture purchased a one-story
office building containing approximately 40,000 rentable square feet, located on
approximately 4,864 acres of land in Farmer's Branch, Dallas, Texas (the "TCI
Building") for a purchase price of $4,450,000 excluding acquisition costs.
The TCI Building is leased to TCI Valwood Limited Partnership I for a period of
fifteen years, with options to extend the lease for six consecutive five-year
periods. The annual base rent is $430,001 during the first five years, $454,001
during the next five years and $482,001 during the last five years. The TCI
lease commenced on July 19, 1996 and was assigned by the seller to the Fund
VIII-Fund IX Joint Venture on October 10, 1996.
Since the TCI Building was purchased in October 1996, comparative income and
expense figures for the prior year are not available.
14
<PAGE>
The Matsushita Building/Fund VIII-Fund IX Joint Venture
- --------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1997 June 30, 1997
------------------ ----------------
<S> <C> <C>
Revenues:
Rental income $151,304 $222,665
Interest income 1,008 1,511
-------- --------
152,312 224,176
-------- --------
Expenses:
Depreciation 53,833 107,233
Management & leasing expense 7,599 11,880
Other operating expenses 458 993
-------- --------
61,890 120,106
-------- --------
Net income $ 90,422 $104,070
======== ========
Occupied 100.0% 100.0%
Partnership's Ownership % in the
Fund VIIII - Fund IX Joint Venture 50.1% 50.1%
Cash distribution to Partnership $ 35,735 $ 35,735
Net income allocated to Partnership $ 45,274 $ 52,092
</TABLE>
On January 10, 1997, Fund VIII-Fund IX Joint Venture acquired a two-story office
building containing approximately 63,417 rentable square feet on a 4.4 acre
tract of land located in the Irvine Spectrum planned business community in
metropolitan Orange County, California (the "Matsushita Building") for a
purchase price of $7,193,000 excluding acquisition costs.
The entire Matsushita Building is currently under a net lease to Matsushita
Avionics Systems Corporation. Matsushita Avionics' rental payment obligations
do not begin until the ninth month of the lease term which commenced when
Matsushita Avionics took possession in September 1996. Commencing in May 1997,
the ninth month of the lease term, the monthly base rental payable by Matsushita
Avionics under the lease will be $45,879.47 through the 12th month of the lease
term. The monthly base rental payable under the lease for the 13th month of the
lease term through the 30th month of the lease term is $57,709.47; the monthly
base rental payable for the 31st month of the lease term through the 60th month
of the lease term is $59,611.98; the monthly base rental payable for the 61st
month of the lease term through the 84th month of the lease term is $61,831.58.
The base rental payable during the option periods, if Matsushita Avionics
exercises its option to extend the lease, is 95% of the then-market rental rate
for office space in other comparable buildings located in the Irvine area of
southern California.
Since the Matsushita Building was purchased in January 1997, comparative income
and expense figures for the prior year are not available.
15
<PAGE>
The Cirrus Logic Building/Fund VIII-Fund IX Joint Venture
- ----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Four Months Ended
June 30, 1997 June 30, 1997
------------------ ------------------
<S> <C> <C>
Revenues:
Rental income $175,565 $202,491
Interest income 0 57
-------- --------
175,565 202,548
-------- --------
Expenses:
Depreciation 64,526 86,026
Management & leasing expense 6,601 6,601
Other operating expenses 6,523 6,968
-------- --------
77,650 99,595
-------- --------
Net income $ 97,915 $102,953
======== ========
Occupied 100.0% 100.0%
Partnership's Ownership % in the
Fund VIII - Fund IX Joint Venture 50.1% 50.1%
Cash distribution to Partnership $ 49,840 $ 63,100
Net income allocated to Partnership $ 49,008 $ 51,525
</TABLE>
On February 20, 1997, the Fund VIII-Fund IX Joint Venture purchased a two-story
partially completed office building in Boulder County, Colorado (the "Cirrus
Logic Building") for $7,029,000 excluding acquisition costs. Construction of
the 49,460 square foot building was substantially completed in March, 1997.
Cirrus Logic, Inc. has leased the entire building for a fifteen year term
beginning March 17, 1997. The annual base rental under the term of the Cirrus
Logic lease is $617,656 for the first five years, will be increased by 10% in
the sixth through tenth years and will be increased an additional 10% in years
eleven through fifteen.
Since the Cirrus Logic Building was purchased in February 1997 and was not
completed until March 1997, comparative income and expense figures for the prior
year are not available.
16
<PAGE>
The Cellular One Building/Fund VIII-Fund IX Joint Venture
- ---------------------------------------------------------
<TABLE>
<CAPTION>
One Month Ended
----------------
June 30, 1997
----------------
<S> <C>
Revenues:
Rental income $40,108
Expenses:
Depreciation 38,000
Other operating expenses 10,875
-------
48,875
-------
Net loss $(8,767)
=======
Occupied % 75%
Partnership's Ownership % in the
Fund VIII - Fund IX Joint Venture 50.1%
Cash distributed to Partnership $14,642
Net loss allocated to the Partnership $(4,386)
</TABLE>
On June 17, 1996, the Fund VIII - Fund IX Joint Venture purchased a 7.09 acre
tract of real property in Madison, Dane County, Wisconsin. Total cost and
expenses to be incurred by the Fund VIII - Fund IX Joint Venture for the
acquisition, development, construction and completion of the 101,727 rentable
square foot building is estimated to be approximately $10,500,000. It is
anticipated that the Partnership and Wells Fund IX will fund equally the
approximately $500,000 needed to complete construction on this project.
In June 1997, Cellular One, a subsidiary of BellSouth Corporation, occupied its
leased space of 76,276 square feet comprising approximately 75% of the building.
The initial term of the lease is 9 years and 11 months beginning in June 1997,
with the option to extend the initial term of the lease for two consecutive five
year periods. The annual base rent payable during the initial term is $862,500
payable in equal monthly installments of $71,875 during the first five years and
$975,000 payable in equal monthly installments of $81,250 during the last four
years and 11 months of the initial term. The annual base rent for each extended
term will be at market rental rate.
Since the building opened June 15, 1997, comparative income and expenses figures
are not available for prior periods.
17
<PAGE>
Liquidity and Capital Resources
- -------------------------------
The Partnership expects to continue to meet its short-term liquidity
requirements 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 or renovations to the properties expected to be funded from
cash flow from operations.
The Partnership expects to make future real estate investments, directly or
through investments in joint ventures, from Limited Partners' capital
contributions and, as of June 30, 1997, has reserved approximately $204,000 for
final tenant buildout of CH2M Hill Property and the Hannover Property owned by
the Fund VII-Fund VIII Joint Venture, approximately $700,000 needed to complete
both the BellSouth and Tanglewood Commons Properties owned by the Fund VI-VII-
VIII Joint Venture, and approximately $250,000 for construction of the Cellular
One Property owned by the Fund VIII-Fund IX Joint Venture. Wells Fund IX will
fund the approximately $250,000 in additional costs needed to complete the
Cellular One Property.
18
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
ITEM 6 (b). No reports on Form 8-K were filed during the second quarter
of 1997.
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 VIII, L.P.
(Registrant)
Dated: August 11, 1997 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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 2,352,693
<SECURITIES> 24,312,531
<RECEIVABLES> 331,894
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 27,155,616
<CURRENT-LIABILITIES> 333,384
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 26,822,232
<TOTAL-LIABILITY-AND-EQUITY> 27,155,616
<SALES> 0
<TOTAL-REVENUES> 478,475
<CGS> 0
<TOTAL-COSTS> 72,209
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 406,266
<INCOME-TAX> 406,266
<INCOME-CONTINUING> 406,266
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 406,266
<EPS-PRIMARY> .28
<EPS-DILUTED> 0
</TABLE>
