<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 March 31, 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 0-27888
--------------------
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, 1998
and December 31, 1997.................................... 3
Statements of Income for the Three
Months Ended March 31, 1998
and 1997................................................. 4
Statement of Partners' Capital
for the Year Ended December 31, 1997,
and the Three Months Ended March 31, 1998................ 5
Statements of Cash Flows for the Three Months
Ended March 31, 1998 and 1997............................ 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 March 31, 1998 December 31, 1997
------ -------------- -----------------
<S> <C> <C>
Investment in joint ventures (Note 2) $25,653,459 $24,501,876
Cash and cash equivalents 569,969 1,848,493
Due from affiliates 550,569 548,507
Deferred project costs 30,558 103,318
Organization costs, less accumulated
amortization of $18,750 in December 1997
and $20,312 in March 1998 10,938 12,500
Prepaid expenses and other assets 5,000 7,000
---------- ----------
Total assets $26,820,493 $27,021,694
=========== ===========
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Partnership distribution payable $ 553,870 $ 530,714
----------- -----------
Partners' capital:
Limited partners:
Class A - 2,638,461 units outstanding 22,810,326 22,828,363
Class B 564,808 units outstanding 3,456,297 3,662,617
----------- -----------
Total partners' capital 26,266,623 26,490,980
----------- -----------
Total liabilities and partners' capital $26,820,493 $27,021,694
=========== ===========
</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, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Revenues:
Equity in income of joint ventures (Note 2) $ 327,770 $ 132,452
Interest income 16,519 84,314
--------- ---------
344,289 216,766
Expenses:
Legal and accounting $ 4,771 8,190
Computer costs 2,017 2,693
Partnership administration 8,243 22,541
Amortization of organization costs 1,562 1,562
--------- ---------
16,593 34,986
--------- ---------
Net income $ 327,696 $ 181,780
========= =========
Net loss allocated to General Partners $ 0 $ 0
Net income allocated to
Class A Limited Partners $ 591,940 $ 327,726
Net loss allocated to
Class B Limited Partners $(264,244) $(145,946)
Net income per weighted average
Class A Limited Partner Unit $ .22 $ .12
Net loss per weighted average
Class B Limited Partner Unit $ (.47) $ (.25)
Cash distribution per
Class A Limited Partner Unit $ .21 $ .10
</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, 1997 AND THREE MONTHS ENDED
MARCH 31, 1998
<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, 1996 $ 100 2,622,636 $22,367,784 581,633 $4,662,896 $0 $27,030,780
Net income (loss) 0 0 1,947,536 0 (844,969) 0 1,102,567
Partnership distributions 0 0 (1,633,767) 0 0 0 (1,633,767)
Class B conversion elections 0 22,044 155,310 (22,044) (155,310) 0 0
Return of capital (100) (1,000) (8,500) 0 0 0 (8,600)
----- --------- ----------- ------- ---------- -- -----------
BALANCE,
DECEMBER 31, 1997 0 2,643,680 22,828,363 559,589 3,662,617 0 26,490,980
Net income (loss) 0 0 591,940 0 (264,244) 0 327,696
Partnership distributions 0 0 (552,053) 0 0 0 (552,053)
Class B conversion elections 0 (5,219) (57,924) 5,219 57,924 0 0
----- --------- ----------- ------- ---------- -- -----------
BALANCE,
MARCH 31, 1998 $ 0 2,638,461 $22,810,326 564,808 $3,456,297 $0 $26,266,623
===== ========= =========== ======= ========== == ===========
</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>
Three Months Ended
-------------------------------------------
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 327,696 $ 181,780
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Equity in income of joint ventures (327,770) (132,452)
Amortization of organization costs 1,562 1,562
Changes in assets and liabilities:
Prepaids and other assets 2,000 29,000
Accounts payable 0 (5,500)
Due to affiliates 0 (152,501)
----------- -----------
Net cash provided by (used in) operating
activities 3,488 (78,111)
----------- -----------
Cash flows from investing activities:
Distributions received from joint ventures 548,507 187,433
Investment in joint ventures (1,301,622) (8,596,158)
----------- -----------
Net cash used in investing activities (753,115) (8,408,725)
----------- -----------
Cash flows from financing activities:
Distributions to partners from accumulated
earnings 528,897 (317,265)
Return of original limited partner investment 0 (8,500)
----------- -----------
Net cash used in financing activities (528,897) (325,765)
----------- -----------
Net decrease in cash and cash equivalents (1,278,524) (8,812,601)
Cash and cash equivalents, beginning of year 1,848,493 12,716,220
----------- -----------
Cash and cash equivalents, end of period $ 569,969 $ 3,903,619
=========== ===========
Supplemental disclosure of noncash investing activities:
Deferred project costs applied to joint venture
property $ 72,760 $ 371,310
=========== ===========
</TABLE>
See accompanying condensed notes to financial statements.
6
<PAGE>
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
Condensed Notes to Financial Statement
March 31, 1998
(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 purposes 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, 1997, when it
received and accepted subscriptions for 125,000 units. The offering was
terminated on January 4, 1997, 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 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 among 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, 1998, the Partnership owned interests in the following
properties through its ownership in 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 at Gainesville Property") 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 located in Madison, Wisconsin
(the "US Cellular Building"), (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, 1997.
(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, 1997.
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, 1997.
The following describes additional information about the properties in
which the Partnership owned an interest as of March 31, 1998:
FUND VII-FUND VIII JOINT VENTURE
--------------------------------
Gainesville Property
--------------------
As of March 31, 1998, a lease has been signed with Affiliated Engineers
S.E. Inc. for a term of five years for 4,882 square feet, the remaining
space at the CH2M Hill at Gainesville Property. The tenant moved into the
space as of March 27, 1998, and, after paying a pro-rated amount for the
five days in March, the lease provides for a rental rate of $3,763.21 per
month for thirty-six months and $3,877.12 for the remaining twenty-four
months of the lease term. The lease provides an option to renew the lease
through November 30, 2005, at a rate of $12.50 per square foot. The option
to renew must be exercised twenty-two months prior to the expiration of the
original lease term, March 31, 2003.
8
<PAGE>
FUND VIII-FUND IX JOINT VENTURE
-------------------------------
US Cellular Building
--------------------
On January 1, 1998, American Family Insurance Company occupied the
remaining 25,451 rental square feet at the US Cellular Building. The lease
provides for a monthly rental rate of $25,599 for 1998, with annual
increases of approximately 2.5% thereafter. American Family Insurance
Company has the right to terminate its lease at the end of the third year
with six to ten months prior notice and payment of an early termination fee
of $250,680.63.
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 $344,289 for the three months ended
March 31, 1998, as compared to $216,766 for the three months ended March
31, 1997. The increase was attributable primarily to increased income from
joint ventures offset partially by decreased interest income earned on
funds held by the Partnership prior to the investment in joint venture.
Expenses of the Partnership decreased to $16,593 for the three months ended
March 31, 1998, compared to $34,986 for the same period in 1997, as the
result of decreased expenses primarily in accounting, printing and postage.
Net income of the Partnership was $327,696 for the three months ended March
31, 1998, as compared to $181,780 for the three months ended March 31,
1997.
The Partnership's net cash provided by operating activities increased to
$3,488 for 1998 as compared to $(78,111) for 1997. The increase is due
primarily to a decrease in payments to affiliates offset by decreased
interest earned on funds held by the Partnership prior to investment in
properties. Net cash used in investing activities decreased to $753,115 for
1998 from $8,408,725 in 1997, due primarily to decreased investments in
joint ventures, offset by increased distributions from joint ventures. Net
cash used in financing activities increased from 1997 due
9
<PAGE>
to increased distributions to partners. Cash and cash equivalents decreased
from $3,903,619 at March 31, 1997 to $569,969 for the same period in 1998.
The Partnership's distributions from Net Cash From Operations accrued to
Class A Unit holders for the first quarter of 1998 was $0.21 per weighted
average unit as compared to distributions of $.10 per Class A Unit for the
first quarter of 1997.
The General Partners have verified that all operational computer systems
are year 2000 compliant. This includes 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.
Recent Accounting Pronouncements
--------------------------------
Statement of Financial Accounting Standards (SFAS) 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 15, 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.
Effective April 3, 1998, the American Institute of Certified Public
Accountants issued Statement of Position (SOP) 98-5, "Reporting on the
Costs of Start-Up Activities". SOP 98-5 is effective for fiscal years
beginning after December 15, 1998, and initial application is required to
be reported as a cumulative effect of change in accounting principle. This
SOP provides guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred. Adoption of this Statement
by the Partnership in the first quarter of 1999 may result in the write-off
of certain capitalized organization costs. Adoption of this Statement is
not expected to have a material impact on the Partnership's results of
operations and financial condition.
10
<PAGE>
PROPERTY OPERATIONS
- -------------------
As of March 31, 1998, the Partnership owned interests in the following
operational properties:
CH2M Hill at Gainesville/Fund VII - Fund VIII Joint Venture
- -----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $132,578 $132,578
Expenses:
Depreciation 54,545 51,584
Management & leasing expenses 28,121 21,309
Other operating expenses 15,481 (19,624)
-------- --------
98,147 53,269
-------- --------
Net income $ 34,431 $ 79,309
======== ========
Occupied % 100% 94.0%
Partnership's Ownership % in the
Fund VII - VIII Joint Venture 62.6% 62.0%
Cash distribution to Partnership $ 52,547 $ 81,909
Net income allocated to the Partnership $ 21,424 $ 49,212
</TABLE>
Rental income remained the same for the three months ended March 31, 1997 and
1998 even though occupancy level increased from ninety-four per cent to one
hundred per cent, due to the fact that the new tenant did not occupy the
property until the last three days of March 1998. For details regarding the new
tenant, see Item (2) Investments in Joint Ventures in the section entitled,
"Condensed Notes to Financial Statements." Depreciation expenses for the first
quarter of 1998 increased, compared to the same quarter of 1997, due primarily
to an understatement in the first quarter depreciation expense in 1997, which
was adjusted in subsequent quarters. Management and leasing fees increased for
the three months ended March 31, 1998, as compared to the same period of 1997,
due to the accrual of fees for December 1997, in the first quarter of 1998.
Other operating expenses increased for the three months ended March 31, 1998, as
compared to the same period of 1997, due primarily to a decrease in CAM
reimbursements, which is the result of a refund to the tenant of property taxes
overpaid in 1997 which was identified during a CAM reconciliation process
performed after year end. Income and distribution to the Partnership have
decreased primarily due to refund of taxes to the tenant noted above.
11
<PAGE>
BellSouth Property/Fund VI-VII-VIII Joint Venture
- -------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $380,277 $379,050
Interest income 2,074 1,976
-------- --------
382,351 381,026
-------- --------
Expenses:
Depreciation 110,889 110,889
Management & leasing expenses 47,815 45,173
Other operating expenses 87,410 83,967
-------- --------
246,114 240,029
-------- --------
Net income $136,237 $140,997
======== ========
Occupied % 100% 100%
Partnership's Ownership % in the
Fund VI-VII-VIII Joint Venture 32.3% 28.1%
Cash distribution to Partnership $ 82,656 $ 72,478
Net income allocated to the Partnership $ 44,079 $ 39,684
</TABLE>
Net income has decreased slightly due primarily to differences in the annual
adjustment for prior year common area maintenance billings to tenants. Cash
distributions and net income allocated to the Partnership increased in 1998, as
compared to 1997, due primarily to additional funding by the Partnership which
increased the Partnership's ownership interest in the Fund VI-VII-VIII Joint
Venture.
12
<PAGE>
Tanglewood Commons/Fund VI-VII-VIII Joint Venture
- -------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Two Months Ended
March 31, 1998 March 31, 1997
------------------ ----------------
<S> <C> <C>
Revenues:
Rental income $182,613 $49,534
Interest income 5,138 3,600
-------- -------
187,751 53,134
-------- -------
Expenses:
Depreciation 60,427 31,106
Management & leasing expense 14,819 3,164
Other operating expenses 25,102 21,906
-------- -------
100,348 56,176
-------- -------
Net income (loss) $ 87,403 $(3,042)
======== =======
Occupied % 87% 70%
Partnership's Ownership % in the
Fund VI-VII-VIII Joint Venture 32.3% 28.1%
Cash distribution to Partnership $ 47,358 $ 7,899
Net income (loss) allocated to Partnership $ 28,279 $ (856)
</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.
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 when all tenant improvements are
completed.
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 the complete prior year's period 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 Hannover Center/Fund VII-Fund VIII Joint Venture
- -----------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $26,061 $29,196
Expenses:
Depreciation 10,981 10,981
Management & leasing expenses 2,661 2,570
Other operating expenses 8,116 8,681
------- -------
21,758 22,232
------- -------
Net income $ 4,303 $ 6,964
======= =======
Occupied % 50% 50%
Partnership's Ownership % in the
Fund VII-Fund VIII Joint Venture 62.6% 62.0%
Cash distribution to Partnership $ 8,471 $ 8,115
Net income allocated to the Partnership $ 2,686 $ 4,321
</TABLE>
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 (the "Hannover 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 at the
Hannover Center.
Rental income decreased for the three months ended March 31, 1998, compared to
the same period of 1997, due to a correction in straight line rent made in the
first quarter of 1997. Expenses remained relatively stable and the decrease in
net income was primarily the result of the aforementioned straight line
adjustment.
14
<PAGE>
The TCI Building/Fund VIII-Fund IX Joint Venture
- -------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $113,794 $113,794
Interest income 7,450 0
-------- --------
121,244 113,794
-------- --------
Expenses:
Depreciation 41,648 41,648
Management & leasing expenses 4,300 4,567
Other operating expenses 3,158 4,049
-------- --------
49,106 50,264
-------- --------
Net income $ 72,138 $ 63,530
======== ========
Occupied % 100% 100%
Partnership's Ownership % in the
Fund VIII-Fund IX Joint Venture 54.2% 50.0%
Cash distribution to Partnership $ 55,401 $ 49,397
Net income allocated to the Partnership $ 37,188 $ 31,736
</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 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, 1997 and was assigned by the seller to the Fund
VIII-Fund IX Joint Venture on October 10, 1997. The lease agreement is a net
lease in that the tenant is responsible for the operating expenses including
real estate taxes.
Net income and cash distributions are greater in 1998, as compared to 1997, due
primarily to increased interest income.
The Partnership's ownership in the Fund VIII-Fund IX Joint Venture increased in
1998, as compared to 1997, due to additional fundings by the Partnership which
increased the Partnership's ownership interest in the Fund VIII-Fund IX Joint
Venture.
15
<PAGE>
The Matsushita Building/Fund VIII-Fund IX Joint Venture
- --------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------------------------------------
March 31, 1998 March 31, 1997
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $167,698 $71,361
Expenses:
Depreciation 53,918 53,400
Management & leasing expenses 6,513 0
Other operating expenses 5,582 4,313
-------- -------
66,013 57,713
-------- -------
Net income $101,685 $13,648
======== =======
Occupied % 100% 100%
Partnership's Ownership % in the
Fund VIII-Fund IX Joint Venture 54.2% 50.0%
Cash distribution to Partnership $ 84,931 $ 0
Net income allocated to the Partnership $ 52,426 $ 6,818
</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 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 1997. Commencing in May 1997,
the ninth month of the lease term, the monthly base rental payable by Matsushita
Avionics under the Lease was $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.
16
<PAGE>
Since the Matsushita Building was purchased in January 1997, comparative income
and expense figures for the prior year are not available.
The Partnership's ownership in the Fund VIII-Fund IX Joint Venture increased in
1998, as compared to 1997, due to additional fundings by the Partnership which
increased the Partnership's ownership interest in the Fund VIII-Fund IX Joint
Venture.
The Cirrus Logic Building/Fund VIII-Fund IX Joint Venture
- ----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended One Month Ended
March 31, 1998 March 31, 1997
------------------ ----------------
<S> <C> <C>
Revenues:
Rental income $184,539 $26,926
Expenses:
Depreciation 72,765 21,500
Management & leasing expenses 9,350 0
Other operating expenses 1,901 388
-------- -------
84,016 21,888
-------- -------
Net income $100,523 $ 5,038
======== =======
Occupied % 100% 100%
Partnership's Ownership % in the
Fund VIII-Fund IX Joint Venture 54.2% 50.0%
Cash distribution to Partnership $ 81,179 $13,260
Net income allocated to Partnership $ 51,743 $ 2,517
</TABLE>
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 complete prior year's period are not
available.
The Partnership's ownership in the Fund VIII - Fund IX Joint Venture increased
in 1998, as compared to 1997, due to additional fundings by the Partnership
which increased the Partnership's ownership in the Fund VIII - Fund IX Joint
Venture.
17
<PAGE>
The US Cellular Building/Fund VIII-Fund IX Joint Venture
- --------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 1998
------------------
<S> <C>
Revenues:
Rental income $320,519
Expenses:
Depreciation 128,049
Management & leasing expenses 34,398
Other operating expenses (16,543)
--------
145,904
--------
Net income $174,615
========
Occupied % 100%
Partnership's ownership % in the
Fund VIII-Fund IX Joint Venture 54.2%
Cash distributed to Partnership $138,025
Net income allocated to the Partnership $ 89,945
</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 will fund the approximately $450,000 needed to
complete tenant improvement 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 rates. Cellular One changed its
name to US Cellular as of October 31, 1997.
Since the building opened June 15, 1997, comparative income and expenses figures
are not available for prior periods.
18
<PAGE>
The Partnership's ownership in the Fund VIII - Fund IX Joint Venture increased
in 1998, as compared to 1997, due to additional fundings by the Partnership
which increased the Partnership's ownership interest in the Fund VIII - Fund IX
Joint Venture.
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 March 31, 1998, has reserved approximately $100,000 for
final tenant buildout of the CH2M Hill at Gainesville Property and the Hannover
Center owned by the Fund VII-Fund VIII Joint Venture and approximately $450,000
for tenant improvement construction of the US Cellular Building owned by the
Fund VIII-Fund IX Joint Venture.
PART II - OTHER INFORMATION
- ---------------------------
ITEM 6 (b.) No reports on Form 8-K were filed during the first 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 VIII, L.P.
(Registrant)
Dated: May 11, 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 569,969
<SECURITIES> 25,653,459
<RECEIVABLES> 550,569
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 26,820,493
<CURRENT-LIABILITIES> 553,870
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 26,266,623
<TOTAL-LIABILITY-AND-EQUITY> 26,820,493
<SALES> 0
<TOTAL-REVENUES> 344,289
<CGS> 0
<TOTAL-COSTS> 16,593
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 327,696
<INCOME-TAX> 327,696
<INCOME-CONTINUING> 327,696
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 327,696
<EPS-PRIMARY> .22
<EPS-DILUTED> 0
</TABLE>
