<PAGE>
SECURITIES AND EXCHANGE COMMISSIONSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 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 - March 31, 1997
and December 31, 1996........................ 3
Statements of Income for the Three
Months Ended March 31, 1997
and 1996..................................... 4
Statement of Partners' Capital
for the Year Ended December 31, 1996,
and the Three Months Ended March 31, 1997.... 5
Statements of Cash Flows for the Three Months
Ended March 31, 1997 and 1996................ 6
Condensed Notes to Financial Statements...... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 11
PART II. OTHER INFORMATION.......................................... 20
2
<PAGE>
WELLS REAL ESTATE FUND VIII, L.P.
(A GEORGIA PUBLIC LIMITED PARTNERSHIP)
BALANCE SHEETS
<TABLE>
<CAPTION>
Assets March 31, 1997 December 31, 1996
------ -------------- -----------------
<S> <C> <C>
Investment in joint ventures (Note 2) $ 22,705,744 $ 13,787,531
Cash and cash equivalents 3,903,619 12,716,219
Due from affiliates 231,707 187,433
Deferred project costs 325,991 697,301
Organization costs, less accumulated
amortization of $12,500 in December 1996
and $14,062 in March 1997 17,188 18,750
Prepaid expenses and other assets 20,000 99,000
----------- -----------
Total assets $ 27,204,249 $ 27,506,234
=========== ===========
Liabilities and Partners' Capital
- ---------------------------------
Liabilities:
Accounts payable and accrued expenses $ 0 $ 5,500
Partnership distribution payable 274,285 317,453
Due to affiliates 0 152,501
----------- -----------
Total liabilities 274,285 475,454
----------- -----------
Partners' capital:
Limited partners:
Class A - 2,624,848 units
outstanding 22,438,084 22,367,784
Class B - 578,421 units
outstanding 4,491,780 4,662,896
Original limited partner 100 100
----------- -----------
Total partners' capital 26,929,964 27,030,780
----------- -----------
Total liabilities and
partners' capital $ 27,204,249 $ 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
------------------
March 31, 1997 March 31, 1996
-------------- --------------
<S> <C> <C>
Revenues:
Equity in income of joint ventures (Note 2) $ 132,452 $ 63,591
Interest income 84,314 230,817
--------- --------
216,766 294,408
Expenses:
Legal and accounting 8,190 4,519
Computer costs 2,693 1,006
Partnership administration 22,541 19,723
Amortization of organization costs 1,562 1,562
--------- --------
34,986 26,810
--------- --------
Net income $ 181,780 $267,598
========= ========
Net loss allocated to General Partners $ 0 $ (297)
Net income allocated to
Class A Limited Partners $ 327,726 $317,233
Net loss allocated to
Class B Limited Partners $(145,946) $(49,338)
Net income per weighted average
Class A Limited Partner Unit $ .12 $ .12
Net loss per weighted average
Class B Limited Partner Unit $ (.25) $ (.09)
Cash distribution per
Class A Limited Partner Unit $ .10 $ .11
</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 THREE MONTHS ENDED
MARCH 31, 1997
<TABLE>
<CAPTION>
LIMITED PARTNERS
-------------------------------------------
CLASS A CLASS B TOTAL
GENERAL PARTNERS'
ORIGINAL UNITS AMOUNTS UNITS AMOUNTS PARTNERS CAPITAL
---------------- ---------- ------------ ---------- ----------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE,
DECEMBER 31, 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 0 327,726 0 (145,946) 0 181,780
Partnership distributions 0 0 (274,096) 0 0 0 (274,096)
Class B conversion elections 3,212 25,170 (3,212) (25,170) 0 0
Repurchase of limited
partners units 0 (1,000) (8,500) 0 0 0 (8,500)
------ --------- ----------- ------- ---------- ----- -----------
BALANCE,
MARCH 31, 1997 $ 100 2,624,848 $22,438,084 578,421 $4,491,780 $ 0 $26,929,964
====== ========= =========== ======= ========== ===== ===========
</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 Three Months Ended
----------------------------------
March 31, 1997 March 31, 1996
---------------- ----------------
Cash flow from operating activities:
<S> <C> <C>
Net income $ 181,780 $ 267,598
Adjustments to reconcile net income
to net
cash used in operating activities:
Equity in income of joint
ventures (132,452) (63,591)
Distributions received from
joint ventures 187,433 14,322
Distributions to partners from
accumulated earnings (317,265) (295,925)
Amortization of organization
costs 1,562 1,562
Changes in assets and liabilities:
Prepaid expenses and other
assets 29,000 (10,000)
Accounts payable (5,500) (3,000)
Due to affiliates (152,501) (42,527)
----------- -----------
Net cash used in operating
activities (207,943) (131,561)
----------- -----------
Cash flow from investing activities:
Investment in joint ventures (8,596,158) (289,518)
Deferred project costs paid 0 (66,435)
----------- -----------
Net cash used in investing
activities (8,596,158) (355,953)
----------- -----------
Cash flows from financing activities:
Limited partners'
contributions 0 1,898,147
Sales commissions paid 0 (369,852)
Offering costs paid 0 (94,907)
Return of limited partners'
investment (8,500) 0
----------- -----------
Net cash (used in) provided
by financing
activities (8,500) 1,433,388
----------- -----------
Net (decrease)increase cash and cash
equivalents (8,812,601) 945,874
Cash and cash equivalents, beginning
of year 12,716,220 19,441,918
----------- -----------
Cash and cash equivalents, end of
period $ 3,903,619 $20,387,792
=========== ===========
Supplemental disclosure of noncash
investing activities:
Deferred project costs
applied to
joint venture property $ 371,310 $ 12,433
=========== ===========
</TABLE>
6
<PAGE>
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
Condensed Notes to Financial Statement
March 31, 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 an interest in the following properties through its equity
ownership in 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 between the Partnership and 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 March 31, 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 under construction 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-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 the properties in which the
Partnership owned an interest as of March 31, 1997:
Tanglewood Commons Shopping Center
- ----------------------------------
On May 31, 1996, 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.
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.
8
<PAGE>
The Matsushita Building
- -----------------------
On January 10, 1997, Fund VIII and Fund IX Associates (the "Fund VIII-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 at 15253 Bake Parkway,
in the Irvine Spectrum planned business community in metropolitan Orange County,
California (the "Matsushita Building").
The Fund VIII-IX Joint Venture purchased the Matsushita Building from Magellan
Bake Parkway Limited Partnership (the "Seller"). The total consideration paid
to the Seller for the Matsushita Building was $7,193,000 excluding acquisition
expenses.
The Matsushita Building was originally constructed in 1984 and was completely
refurbished in 1996. The entire Matsushita Building is currently under a net
lease dated April 29, 1996 (the "Lease") to Matsushita Avionics Systems
Corporation, a Delaware corporation ("Matsushita Avionics"), which Lease was
assigned to the Fund VIII-IX Joint Venture at the closing. The Lease currently
expires in September 2003, and Matsushita Avionics has the option to extend the
Lease for two additional five-year periods.
The Lease provides that Matsushita Avionics' rental payment obligations do not
commence 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. Under the Lease, Matsushita Avionics is
responsible for all utilities, taxes, insurance and other operating expenses
during the term of the Lease.
The funds used by the Fund VIII-IX Joint Venture to acquire the Matsushita
Building were derived entirely from capital contributions made to the Fund VIII-
IX Joint Venture by the Partnership and Wells Fund IX. The Partnership and
Wells Fund IX made capital contributions of approximately $3,613,883 and
$3,628,109 respectively, to fund the purchase of the building, for total capital
contributions to the Fund VIII-IX Joint Venture with respect to the Matsushita
Building of approximately $7,241,992.
For additional information regarding the Matsushita Building, refer to the Form
8-K of Wells Real Estate Fund VIII, L.P. dated January 10, 1997 (Commission File
No. 0-27888).
9
<PAGE>
The Cirrus Logic Building
- -------------------------
On February 20, 1997, the Fund VIII-IX Joint Venture acquired an approximately
4.26 acre tract of real property in Broomfield, Colorado, located in Boulder
County in the Denver/Boulder metropolitan area (the "Denver Property"). A two-
story office building containing approximately 49,460 rentable square feet is
currently being developed and constructed on the Denver Property (the
"Project"). The Denver Property is part of the Interlocken Business Park, a
963-acre business development for advanced technology and research/development
oriented companies.
The Fund VIII-IX Joint Venture purchased the Denver Property from ORIX Prime
West Broomfield II Venture (the "Seller"). The purchase price paid to the
Seller for the Denver Property was $7,029,000 excluding acquisition costs.
Construction of the Cirrus Logic building was substantially completed in March
1997 with Cirrus Logic, Inc. occupying the entire building.
Cirrus Logic is a Nasdaq-listed corporation and will use the leased premises as
office space for employees who design computer chips for the company's mass
storage division. The Lease, as well as Cirrus Logic's obligation to pay rent,
commenced on the date upon which Cirrus Logic took occupancy of the building.
The Lease provides for a term of 15 years from the commencement date. Cirrus
Logic has the option to renew the Lease for two additional terms of five years
each. The base rental payable during any such extended term would be 95% of the
then current market rental rate for comparable office buildings in the Boulder
County area.
The initial base annual rent payable by Cirrus Logic under the Lease is equal to
10.29% of the costs related to acquiring the Denver Property and constructing
the Project; however, in no event shall the initial base annual rent exceed
$13.81 per square foot of leasable space. The base annual rent derived from
this formula will be increased by 10% beginning with the sixth year of the Lease
and will be increased another 10% beginning with the eleventh year of the Lease.
It is estimated that the initial base annual rent will equate to approximately
$13.50 per square foot of leasable space. Under this estimate, Cirrus Logic
will pay approximately $667,755 per year in base rent pursuant to the Lease.
Under the Lease, Cirrus Logic is responsible for all utilities, cleaning taxes
and other operating expenses and for maintaining property and liability
insurance on the Denver Property. The Fund VIII-IX Joint Venture shall
maintain for its own benefit liability insurance for the Denver Property as well
as insurance for fire, vandalism and malicious mischief.
The funds used by the Fund VIII-IX Joint Venture to acquire the Denver Property
were derived entirely from capital contributions made to the Fund VIII-IX Joint
Venture by the Partnership and Wells Fund IX. The Partnership and Wells Fund IX
each made capital contributions of approximately $3,532,275 to fund the purchase
of the property, for total capital contributions to the Fund VIII-IX Joint
Venture with respect to the property of approximately $7,064,550.
10
<PAGE>
For additional information regarding the Cirrus Logic Building, refer to the
Form 8-K of Wells Real Estate Fund VIII, L.P. dated February 20, 1997
(Commission File No. 0-27888).
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 $216,766 for the three months ended March
31, 1997, as compared to $294,408 for the three months ended March 31, 1996.
The decrease was attributable primarily to decreased interest income earned on
funds held by the Partnership prior to the investment in joint venture offset
partially by increased income from joint ventures. Expenses of the Partnership
increased to $34,986 for the three months ended March 31, 1997 as compared to
$26,810 for the same period in 1996, as the result of increased activity
primarily in accounting and partnership administrative costs. Net income of
the Partnership was $181,780 for the three months ended March 31, 1997, as
compared to $267,598 for the three months ended March 31, 1996.
The Partnership's net cash used by operating activities increased to $207,943
for 1997 as compared to $131,561 for 1996. The increase is due primarily to
decreased interest earned on funds held by the Partnership prior to investment
in properties and payments to affiliates offset partially by distributions
received from joint ventures. Net cash used in investing activities increased
to $8,596,158 for 1997 from $355,953 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 $20,387,792 for the three months ended
March 31, 1996 to $3,903,619 for the same period in 1997.
The Partnership's distributions from Net Cash From Operations accrued to Class A
Unit holders for the first quarter of 1997 was $0.10 per weighted average unit
as compared to $.11 for the first quarter of 1996.
11
<PAGE>
PROPERTY OPERATIONS
- -------------------
As of March 31, 1997, the Partnership owned interests in the following
operational properties:
CH2M Hill at Gainesville/Fund VII - Fund VIII Joint Venture
-----------------------------------------------------------
Three Months Ended
--------------------------------
March 31, 1997 March 31, 1996
--------------- ---------------
Revenues:
Rental Income $ 132,578 $136,542
Expenses:
Depreciation 51,584 54,337
Management & leasing expenses 21,309 13,398
Other operating expenses ( 19,624) ( 651)
--------- --------
53,269 67,084
--------- --------
Net income $ 79,309 $ 69,458
========= ========
Occupied % 93.6% 93.5%
Partnership's Ownership % in the
Fund VII - VIII Joint Venture 62.0% 79.0%
Cash Distribution to Partnership $ 81,909 $ 63,756
Net Income Allocated to the Partnership $ 49,212 $ 54,853
Net income increased for the three months ended March 31, 1997, as compared to
the same period in 1996, due primarily to decreased expenditures in accounting
fees. Cash distributions increased in 1997, as compared to 1996, due primarily
to a one time lease acquisition fee paid in 1996 offset partially by a decrease
in the Partnership's percentage ownership interest. The Partnership's ownership
decreased due to additional fundings by Wells Fund VII in the Fund VII-Fund VIII
Joint Venture.
12
<PAGE>
BellSouth Property/Fund VI - Fund VII-Fund VIII Joint Venture
- -------------------------------------------------------------
Three Months Ended
-------------------
March 31, 1997
-------------------
Revenues:
Rental income $379,050
Interest income 1,976
--------
381,026
--------
Expenses:
Depreciation 110,889
Management & leasing expenses 45,173
Other operating expenses 83,967
--------
240,029
--------
Net income $140,997
========
Occupied % 100%
Partnership's Ownership % in the
Fund VI-VII-VIII Joint Venture 28.1%
Cash distributed to Partnership $ 72,478
Net income allocated to the Partnership $ 39,684
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 for the first quarter of 1997.
13
<PAGE>
Tanglewood Commons/Fund VI-Fund VII-Fund VIII Joint Venture
- -----------------------------------------------------------
Two Months Ended
-----------------
March 31, 1997
-----------------
Revenues:
Rental income $49,534
Interest income 3,600
-------
53,134
-------
Expenses:
Depreciation 31,106
Management & leasing expenses 3,164
Other operating expenses 21,906
-------
56,176
-------
Net loss $(3,042)
=======
Occupied % 70%
Partnership's Ownership % in the
Fund VI-VII-VIII Joint Venture 28.1%
Cash distributed to Partnership $ 7,899
Net loss allocated to the Partnership $ (856)
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.
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 years are not available.
Interest income was generated from construction dollars, not as yet funded on
construction, being invested in interest bearing accounts.
14
<PAGE>
The Hannover Center/Fund VII-Fund VIII Joint Venture
- -----------------------------------------------------
Three Months Ended
-------------------
March 31, 1997
-------------------
Revenues:
Rental Income $29,196
Expenses:
Depreciation 10,981
Management and leasing expenses 2,570
Other operating expenses 8,681
-------
22,232
-------
Net income $ 6,964
=======
Occupied % 50%
Partnership's Ownership % in the
Fund VII-Fund VIII Joint Venture 62.05%
Cash distributed to the Partnership $ 8,115
Net income allocated to the Partnership $ 4,321
On April 1, 1996, Fund VII-Fund VIII Joint Venture acquired a 1.01 acre tract of
land and 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 and opened for business on
June 22, 1996. Efforts are being made to lease the remaining space.
Accordingly, no comparative financial data is available for the first quarter of
1996.
15
<PAGE>
The TCI Building/Fund VIII-Fund IX Joint Venture
- -------------------------------------------------
Three Months Ended
-------------------
March 31, 1997
-------------------
Revenues:
Rental Income $113,794
Expenses:
Depreciation 41,648
Management and leasing expenses 4,567
Other operating expenses 4,049
--------
50,264
--------
Net income $ 63,530
========
Occupied % 100%
Partnership's Ownership % in the
Fund VIII-Fund IX Joint Venture 50.0%
Cash distributed to the Partnership $ 49,397
Net income allocated to the Partnership $ 31,736
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 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 three 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. The lease agreement is a net
lease in that the tenant is responsible for the operating expenses including
real estate taxes.
Since the TCI Building was purchased in October 1996, comparative income and
expense figures for the prior year are not available.
16
<PAGE>
The Matsushita Building/Fund VIII-Fund IX Joint Venture
- --------------------------------------------------------
Three Months Ended
-------------------
March 31, 1997
-------------------
Revenues:
Rental Income $71,361
Expenses:
Depreciation 53,400
Other operating expenses 4,313
-------
57,713
-------
Net income $13,648
=======
Occupied % 100%
Partnership's Ownership % in the
Fund VIII and Fund IX Joint Venture 50.0%
Cash distributed to the Partnership $ 0
Net income allocated to the Partnership $ 6,818
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 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. Under the Lease, Matsushita
Avionics is responsible for all utilities, taxes, insurance and other operating
expenses during the term of the Lease.
Since the Matsushita Building was purchased in January 1997, comparative income
and expense figures for the prior year are not available.
17
<PAGE>
The Cirrus Logic Building/Fund VIII-Fund IX Joint Venture
- ----------------------------------------------------------
Three Months Ended
-------------------
March 31, 1997
-------------------
Revenues:
Rental Income $26,926
Expenses:
Depreciation 21,500
Other operating expenses 388
-------
21,888
-------
Net income $ 5,038
=======
Occupied % 100%
Partnership's Ownership % in the
Fund VIII and Fund IX Joint Venture 50.0%
Cash distributed to the Partnership $13,260
Net income allocated to the Partnership $ 2,517
On February 20, 1997, the Fund VIII-Fund IX Joint Venture purchased a two-story
partially completed office building in Boulder County, Colorado 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. Under the lease, Cirrus Logic is responsible for all
utilities, cleaning, taxes, property insurance and other operating expenses.
Since the Cirrus Logic Building was purchased in February 1997, comparative
income and expense figures for the prior year are not available.
18
<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 partnership contributions
and, as of March 31, 1997, has reserved approximately $204,000 for final tenant
buildout of the Gainesville Property and the Hannover Property owned by the Fund
VII-Fund VIII Joint Venture, approximately $1,000,000 needed to complete both
the BellSouth and Tanglewood Commons Properties owned by the Fund VI-VII-VIII
Joint Venture and $1,250,000 for construction of the Cellular One Property owned
by the Fund VIII-Fund IX Joint Venture. Wells Fund IX will fund the
approximately $1,250,000 needed to complete the Cellular One Property.
19
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
ITEM 6 (b). During the first quarter of 1997, the Partnership filed the
following Current Reports on Form 8-K:
(i) Form 8-K dated January 10, 1997, reporting the acquisition of the
Matsushita Building; and
(ii) Form 8-K dated February 20, 1997, reporting the acquisition of
the Cirrus Logic Building.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WELLS REAL ESTATE FUND VIII, L.P.
(Registrant)
Dated: May 13, 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.
20
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