<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, 1999 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, 1999
and December 31, 1998........................ 3
Statements of Income for the Three
Months Ended March 31, 1999
and 1998..................................... 4
Statement of Partners' Capital
for the Year Ended December 31, 1998,
and the Three Months Ended March 31, 1999.... 5
Statements of Cash Flows for the Three Months
Ended March 31, 1999 and 1998................ 6
Condensed Notes to Financial Statements...... 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 8
PART II. OTHER INFORMATION............................19
2
<PAGE>
WELLS REAL ESTATE FUND VIII, L.P.
(a Georgia Public Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
Assets March 31, 1999 December 31, 1998
------ --------------- -----------------
<S> <C> <C>
Investment in joint ventures (Note 2) $ 25,181,360 $ 25,451,768
Cash and cash equivalents 8,861 8,792
Due from affiliates 585,124 605,655
Organization costs, less accumulated
amortization of $25,000 in December 1998
and $26,562 in March 1999 4,688 6,250
---------- ----------
Total assets $ 25,780,033 $ 26,072,465
========== ==========
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Partnership distribution payable $ 581,986 $ 591,948
---------- ----------
Partners' capital:
Limited partners:
Class A 2,700,967 units outstanding 23,246,801 23,113,046
Class B 502,302 units outstanding 1,951,246 2,367,471
---------- ----------
Total partners' capital 25,198,047 25,480,517
---------- ----------
Total liabilities and
partners' capital $ 25,780,033 $ 26,072,465
========== ==========
</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, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Equity in income of joint ventures
(Note 2) $ 331,087 $ 327,770
Interest income 0 16,519
--------- ---------
331,087 344,289
--------- ---------
Expenses:
Legal and accounting 9,532 4,771
Computer costs 2,435 2,017
Partnership administration 19,318 8,243
Amortization of organization costs 1,562 1,562
--------- ---------
32,847 16,593
--------- ---------
Net income $ 298,240 $ 327,696
========= =========
Net income allocated to
Class A Limited Partners $ 597,680 $ 591,940
Net loss allocated to
Class B Limited Partners $(299,440) $(264,244)
Net income per weighted average
Class A Limited Partner Unit $ .22 $ .22
Net loss per weighted average
Class B Limited Partner Unit $ (.60) $ (.47)
Cash distribution per
Class A Limited Partner Unit $ .21 $ .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, 1998 AND THREE MONTHS ENDED
MARCH 31, 1999
<TABLE>
<CAPTION>
Limited Partners
---------------------------------------------------
Class A Class B Total
------------------------- ----------------------- General Partners'
Units Amounts Units Amounts Partners Capital
--------- ------------- -------- ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE,
December 31, 1997 2,643,680 $22,828,363 559,589 $ 3,662,617 $ 0 $26,490,980
Net income (loss) 0 2,431,246 0 (1,162,075) 0 1,269,171
Partnership distributions 0 (2,279,634) 0 0 0 (2,279,634)
Class B conversion elections 30,904 133,071 (30,904) (133,071) 0 0
--------- ----------- ------- ----------- -------- -----------
BALANCE,
December 31, 1998 2,674,584 23,113,046 528,685 2,367,471 0 25,480,517
Net income (loss) 0 597,680 0 (299,440) 0 298,240
Partnership distributions 0 (580,710) 0 0 0 (580,710)
Class B conversion elections 26,383 116,785 (26,383) (116,785) 0 0
--------- ----------- ------- ----------- -------- -----------
BALANCE,
March 31, 1999 2,700,967 $23,246,801 502,302 $ 1,951,246 $ 0 $25,198,047
========= =========== ======= =========== ======== ===========
</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, 1999 March 31, 1998
--------------- ---------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 298,240 $ 327,696
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
Equity in income of joint ventures (331,087) (327,770)
Amortization of organization costs 1,562 1,562
Changes in assets and liabilities:
Prepaids and other assets 0 2,000
--------- -----------
Net cash (used in) provided by operating
activities (31,285) 3,488
--------- -----------
Cash flows from investing activities:
Distributions received from joint ventures 622,026 548,507
Investment in joint ventures 0 (1,301,622)
--------- -----------
Net cash provided by (used in) investing 622,026 (753,115)
activities --------- -----------
Cash flows from financing activities:
Distributions to partners from accumulated
earnings (590,672) (528,897)
--------- -----------
Net increase (decrease) in cash and cash equivalents 69 (1,278,524)
Cash and cash equivalents, beginning of year 8,792 1,848,493
--------- -----------
Cash and cash equivalents, end of period $ 8,861 $ 569,969
========= ===========
Supplemental disclosure of noncash investing activities:
Deferred project costs applied to joint venture property $ 0 $ 72,760
========= ===========
</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, 1999
(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, Class A and Class B 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, 1999, 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, 1998.
(b) Basis of Presentation
-------------------------
The financial statements of 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, 1998.
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, 1998.
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.
8
<PAGE>
Results of Operations and Changes in Financial Conditions
- ---------------------------------------------------------
(a) General
- -----------
As of March 31, 1999, the developed properties owned by the Partnership were 99%
occupied and 97% occupied at March 31, 1998. Gross revenues of the Partnership
were $331,087 for the three months ended March 31, 1999, as compared to $344,289
for the three months ended March 31, 1998. The increase was attributable
primarily to decreased interest income earned on funds held by the Partnership
prior to the investment in joint venture. Expenses of the Partnership increased
to $32,847 for the three months ended March 31, 1999, compared to $16,593 for
the same period in 1998, as the result of increased expenses primarily in
accounting and partnership administration. Net income of the Partnership was
$298,240 for the three months ended March 31, 1999, as compared to $327,696 for
the three months ended March 31, 1998.
The Partnership's net cash used in operating activities decreased to $(31,285)
for 1999 as compared to $3,488 for 1998. The decrease is due primarily to
decreased interest earned on funds held by the Partnership prior to investment
in properties and increased expenditures in accounting and partnership
administration. Net cash provided by (used in) investing activities increased
to $622,026 for 1999 from $(753,115) in 1998, due primarily to decreased
investments in joint ventures and increased distributions from joint ventures.
Net cash used in financing activities increased from 1998 due to increased
distributions to partners. Cash and cash equivalents decreased from $569,969 at
March 31, 1998 to $8,861 for the same period in 1999.
The Partnership's distributions from Net Cash From Operations accrued to Class A
Unit holders for the first quarter of 1999 and 1998 was $0.21 per weighted
average unit.
Year 2000
- ---------
The Partnership is presently reviewing the potential impact of Year 2000
compliance issues on its information systems and business operations. A full
assessment of Year 2000 compliance issues was begun in late 1997 and was
completed by March 31, 1999. Renovations and replacements of equipment have
been and are being made as warranted. The costs incurred by the Partnership and
its affiliates thus far for renovations and replacements have been immaterial.
Some testing of systems has begun and all testing is expected to be complete by
June 30, 1999.
As to the status of the Partnership's information technology systems, it is
presently believed that all major systems and software packages with the
exception of the accounting and property management package are Year 2000
compliant. The Partnership's affiliated entities are purchasing the upgrade for
the accounting and property management package system; however, it is not slated
to be available until the end of the second quarter of 1999. At the present
time, it is believed that all non-major information technology systems are Year
2000 compliant. The cost to upgrade any non-compliant systems is believed to be
immaterial.
The Partnership is in the process of confirming with the Partnership's vendors,
including third-party service providers such as banks, that their systems will
be Year 2000 compliant. Based on the
9
<PAGE>
information received thus far, the primary third-party service providers with
which the Partnership has relationships have confirmed their Year 2000
readiness.
The Partnership relies on computers and operating systems provided by equipment
manufacturers, and also on application software designed for use with its
accounting, property management and investment portfolio tracking. The
Partnership has preliminarily determined that any costs, problems or
uncertainties associated with the potential consequences of Year 2000 issues are
not expected to have a material impact on the future operations or financial
condition of the Partnership. The Partnership will perform due diligence as to
the Year 2000 readiness of each property owned by the Partnership and each
property contemplated for purchase by the Partnership.
The Partnership's reliance on embedded computer systems (i.e., microcontrollers)
is limited to facilities related matters, such as office security systems and
environmental control systems.
The Partnership is currently formulating contingency plans to cover any areas of
concern. Alternate means of operating the business are being developed in the
unlikely circumstance that the computer and phone systems are rendered
inoperable. An off-site facility from which the Partnership could operate is
being sought as well as alternate means of communication with key third-party
vendors. A written plan is being developed for testing and dispensation to each
staff member of the General Partner of the Partnership.
Management believes that the Partnership's risk of Year 2000 problems is
minimal. In the unlikely event there is a problem, the worst case scenarios
would include the risks that the elevator or security systems within the
Partnership's properties would fail or the key third-party vendors upon which
the Partnership relies would be unable to provide accurate investor information.
In the event that the elevator shuts down, the Partnership has devised a plan
for each building whereby the tenants will use the stairs until the elevators
are fixed. In the event that the security system shuts down, the Partnership
has devised a plan for each building to hire temporary on-site security guards.
In the event that a third-party vendor has Year 2000 problems relating to
investor information, the Partnership intends to perform a full system back-up
of all investor information as of December 31, 1999 so that the Partnership will
have accurate hard-copy investor information.
10
<PAGE>
Property Operations
- -------------------
As of March 31, 1999, the Partnership owned interests in the following
operational properties:
CH2M Hill at Gainesville/Fund VII - Fund VIII Joint Venture
- -----------------------------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
--------------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $143,856 $132,578
-------- --------
Expenses:
Depreciation 68,946 54,545
Management & leasing expenses 26,881 28,121
Other operating expenses 17,352 15,481
-------- --------
113,179 98,147
-------- --------
Net income $ 30,677 $ 34,431
======== ========
Occupied % 100% 100%
Partnership's Ownership % in the
Fund VII - VIII Joint Venture 63.4% 62.6%
Cash distribution to Partnership $ 61,512 $ 52,547
Net income allocated to the Partnership $ 19,434 $ 21,424
</TABLE>
Rental income increased due to increased occupancy from 93% to 100% due
primarily to Affiliated Engineers signing a five-year lease beginning March 27,
1998, which occupied the remaining space. Depreciation, management and leasing
expenses increased for the first quarter of 1999 compared to the same quarter of
1998, due primarily to increased occupancy and tenant improvements. The
Partnership ownership in the Fund VII-Fund VIII Joint Venture increased due to
construction funding by the Partnership.
11
<PAGE>
BellSouth Property/Fund VI-VII-VIII Joint Venture
- -------------------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
--------------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $380,277 $380,277
Interest income 1,142 2,074
-------- --------
381,419 382,351
-------- --------
Expenses:
Depreciation 111,606 110,889
Management & leasing expenses 47,892 47,815
Other operating expenses 103,784 87,410
-------- --------
263,282 246,114
-------- --------
Net income $118,137 $136,237
======== ========
Occupied % 100% 100%
Partnership's Ownership % in the
Fund VI-VII-VIII Joint Venture 32.3% 32.3%
Cash distribution to Partnership $ 77,032 $ 82,656
Net income allocated to the Partnership $ 38,223 $ 44,079
</TABLE>
Net income has decreased slightly due primarily to increased expenditures in
electricity, HVAC repairs, lighting replacement and various other operating
expenses.
12
<PAGE>
Tanglewood Commons/Fund VI-VII-VIII Joint Venture
- -------------------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
--------------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $193,031 $182,613
Interest income 2,936 5,138
-------- --------
195,967 187,751
-------- --------
Expenses:
Depreciation 61,425 60,427
Management & leasing expense 15,105 14,819
Other operating expenses 19,081 25,102
-------- --------
95,611 100,348
-------- --------
Net income $100,356 $ 87,403
======== ========
Occupied % 91% 87%
Partnership's Ownership % in the
Fund VI-VII-VIII Joint Venture 32.3% 32.3%
Cash distribution to Partnership $ 52,631 $ 47,358
Net income allocated to Partnership $ 32,470 $ 28,279
</TABLE>
Rental income, net income and cash distributions to the Partnership are greater
in 1999 as compared to 1998 due primarily to the increased occupancy at the
property.
13
<PAGE>
The Hannover Center/Fund VII-Fund VIII Joint Venture
- -----------------------------------------------------
<TABLE>
<CAPTION>
For the Three Months Ended
--------------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $56,147 $26,061
------- -------
Expenses:
Depreciation 10,981 10,981
Management & leasing expenses 7,459 2,661
Other operating expenses 3,417 8,116
------- -------
21,857 21,758
------- -------
Net income $34,290 $ 4,303
======= =======
Occupied % 100% 50%
Partnership's Ownership % in the
Fund VII-Fund VIII Joint Venture 63.4% 62.6%
Cash distribution to Partnership $25,714 $ 8,471
Net income allocated to the Partnership $21,723 $ 2,686
</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. Prudential and Norwest Financial occupied the remaining space in
November 1998 and signed five year leases.
Rental income, net income and cash distributions increased for the three months
ended March 31, 1999, compared to the same period of 1998, due to increased
occupancy at the property. Expenses remained relatively stable.
The Partnership ownership in the Fund VII-Fund VIII Joint Venture increased due
to construction funding by the Partnership.
14
<PAGE>
The TCI Building/Fund VIII-Fund IX Joint Venture
- ------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $113,794 $113,794
Interest income 8,921 7,450
-------- --------
122,715 121,244
-------- --------
Expenses:
Depreciation 41,648 41,648
Management & leasing expenses 4,300 4,300
Other operating expenses 4,132 3,158
-------- --------
50,080 49,106
-------- --------
Net income $ 72,635 $ 72,138
======== ========
Occupied % 100% 100%
Partnership's Ownership % in the
Fund VIII-Fund IX Joint Venture 54.8% 54.2%
Cash distribution to Partnership $ 59,175 $ 55,401
Net income allocated to the Partnership $ 39,802 $ 37,188
</TABLE>
Net income allocated to the Partnership and cash distributions are slightly
greater in 1999, as compared to 1998, due primarily to increased ownership in
the Fund VIII-Fund IX Joint Venture in 1999, due to additional fundings by the
Partnership.
15
<PAGE>
The Matsushita Building/Fund VIII-Fund IX Joint Venture
- --------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $164,379 $167,698
-------- --------
Expenses:
Depreciation 53,918 53,918
Management & leasing expenses 6,313 6,513
Other operating expenses 4,043 5,582
-------- --------
64,274 66,013
-------- --------
Net income $100,105 $101,685
======== ========
Occupied % 100% 100%
Partnership's Ownership % in the
Fund VIII-Fund IX Joint Venture 54.8% 54.2%
Cash distribution to Partnership $ 91,140 $ 84,931
Net income allocated to the Partnership $ 54,854 $ 52,426
</TABLE>
Net income remains relatively stable as compared to 1998 while distributions
have increased due to additional fundings by the Partnership.
16
<PAGE>
The Cirrus Logic Building/Fund VIII-Fund IX Joint Venture
- ----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $184,539 $184,539
-------- --------
Expenses:
Depreciation 72,765 72,765
Management & leasing expenses 8,839 9,350
Other operating expenses 5,610 1,901
-------- --------
87,214 84,016
-------- --------
Net income $ 97,325 $100,523
======== ========
Occupied % 100% 100%
Partnership's Ownership % in the
Fund VIII-Fund IX Joint Venture 54.8% 54.2%
Cash distribution to Partnership $ 84,643 $ 81,179
Net income allocated to Partnership $ 53,331 $ 51,743
</TABLE>
Net income remains relatively stable while distributions have increased 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, 1999 March 31, 1998
-------------- --------------
<S> <C> <C>
Revenues:
Rental income $320,519 $320,519
-------- --------
Expenses:
Depreciation 150,378 128,049
Management & leasing expenses 35,187 34,398
Other operating expenses 4,925 (16,543)
-------- --------
190,490 145,904
-------- --------
Net income $130,029 $174,615
======== ========
Occupied % 100% 100%
Partnership's ownership % in the
Fund VIII-Fund IX Joint Venture 54.8% 54.2%
Cash distributed to Partnership $149,649 $138,025
Net income allocated to the Partnership $ 71,252 $ 89,945
</TABLE>
Net income decreased in 1999 as compared to 1998 due to an increase in
depreciation because of the occupancy of a tenant in early 1998 and a decrease
in CAM reimbursements billed in 1999 to the tenants. 1998 CAM charges were over
billed and were adjusted in 1999. Cash distributions have increase in the Fund
VIII- Fund IX Joint Venture in 1999, as compared to 1998, due primarily to
additional fundings by the Partnership which increased the Partnership's
ownership interest in the Fund VIII-Fund IX Joint Venture offset partially by
the decreased in CAM billings.
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.
PART II - OTHER INFORMATION
- ---------------------------
ITEM 6 (b.) No reports on Form 8-K were filed during the first quarter of
1999.
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, 1999 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-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 8,861
<SECURITIES> 25,181,360
<RECEIVABLES> 585,124
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,688
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 25,780,033
<CURRENT-LIABILITIES> 581,986
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 25,198,047
<TOTAL-LIABILITY-AND-EQUITY> 25,780,033
<SALES> 0
<TOTAL-REVENUES> 331,087
<CGS> 0
<TOTAL-COSTS> 32,847
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 298,240
<INCOME-TAX> 298,240
<INCOME-CONTINUING> 298,240
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 298,240
<EPS-PRIMARY> .22
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</TABLE>
