<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 1997 or
------------------
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
---------------- -----------------
Commission file number 0-22039
----------------
Wells Real Estate Fund IX, L.P.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2126622
------------------------------- -------------------
(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 IX, L.P.
-------------------------------
INDEX
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Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - June 30, 1997
and December 31, 1996................................ 3
Statements of Income for the Three Months and
Six Months Ended June 30, 1997 and 1996.............. 4
Statements of Partners' Capital for the Year Ended
December 31, 1996 and the Six Months
Ended June 30, 1997.................................. 5
Statements of Cash Flows for the Six Months
Ended June 30, 1997 and 1996......................... 6
Condensed Notes to Financial Statements.............. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................................... 11
PART II. OTHER INFORMATION............................................ 18
2
<PAGE>
WELLS REAL ESTATE FUND IX, L.P.
(a Georgia Public Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
Assets June 30, 1997 December 31, 1996
------ ------------- -----------------
<S> <C> <C>
Nonoperating real estate assets, at cost:
Land $ 0 $ 607,930
Construction in progress 0 482,959
----------- -----------
Total nonoperating real estate assets 0 1,090,889
Investment in joint venture (Note 2) $18,354,574 $ 4,929,728
Cash and cash equivalents 10,806,223 23,557,985
Due from affiliates 151,757 46,197
Deferred project costs 572,800 1,161,078
Organization costs, less accumulated
amortization of $6,250 in December
1996 and $9,375 in June 1997 21,875 25,000
Prepaid expenses and other assets 53,000 103,000
----------- -----------
Total assets $29,960,229 $30,913,877
=========== ===========
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Accounts payable and accrued expenses $ 0 $ 393,001
Partnership distribution payable 275,086 178,771
Due to affiliates 0 422,996
Sales commissions payable (4,603) 166,701
----------- -----------
Total liabilities 270,483 1,161,469
----------- -----------
Partners' capital:
General partners:
Limited partners: 0 206
Class A - 2,930,805 units outstanding 24,978,420 24,911,231
Class B - 569,195 units outstanding 4,711,226 4,840,871
Original limited partner 100 100
----------- -----------
Total partners' capital 29,689,746 29,752,408
----------- -----------
Total liabilities and partners' capital $29,960,229 $30,913,877
=========== ===========
</TABLE>
See accompanying condensed notes to financial statements.
3
<PAGE>
WELLS REAL ESTATE FUND IX, L.P.
(a Georgia Public Limited Partnership)
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
---------------------------------- -------------------------------
June 30, 1997 June 30, 1996 June 30, 1997 June 30, 1996
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Revenues:
Equity in income of joint venture $123,403 $ 0 $ 163,566 $ 0
Interest income 154,051 69,153 352,502 80,326
-------- ------- --------- -------
$277,454 $69,153 $ 516,068 $80,326
Expenses:
Computer costs $ 1,441 $ 1,006 $ 4,162 $ 2,216
Printing and notebooks 4,097 9,370 15,176 13,154
Administrative salaries 6,733 8,515 12,019 12,694
Office expense 878 1,014 2,525 3,806
Postage 2,231 450 9,001 479
Taxes and licenses 4 0 19 30
Other 3,830 2,409 3,832 2,528
Accounting fees 4,109 2,650 16,609 2,650
Legal fees 6,723 910 9,002 910
Investment analysis expense 0 4,578 3,687 4,579
Professional fees 471 29 1,236 29
Registration filing fees 0 0 250 0
Amortization of organization costs 1,562 0 3,125 0
-------- ------- --------- -------
32,079 30,931 80,643 43,085
-------- ------- --------- -------
Net income $245,375 $38,222 $ 435,425 $37,241
======== ======= ========= =======
Net income (loss) allocated to
General Partners $ 0.00 $ 10 $ (206) $ 0.00
Net income allocated to Class
A Limited Partners $287,969 $37,241 $ 537,906 $37,241
Net income (loss) allocated to
Class B Limited Partners $(42,594) $ 971 $(102,275) $ 0.00
Net income per Class A Limited
Partner Unit $ 0.09 $ 0.07 $ 0.18 $ 0.07
Net income (loss) per Class B
Limited Partner Unit $ (0.08) $ 0.01 $ (0.18) $ 0.00
Cash distribution per Class A
Limited Partner Unit $ 0.09 $ 0.00 $ 0.17 $ 0.00
</TABLE>
See accompanying condensed notes to financial statements
4
<PAGE>
WELLS REAL ESTATE FUND IX, L.P.
(a Georgia Public Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1996 AND SIX MONTHS ENDED
JUNE 30, 1997
<TABLE>
<CAPTION>
Limited Partners
------------------------------------------------------------------
Class A Class B Total
-------------------------- ---------------------- General Partners'
Original Units Amounts Units Amounts Partners Capital
-------- ---------- ------------- -------- ----------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE,
December 31, 1995 $100 0 $ 0 0 $ 0 $ 500 $ 600
Net income (loss) 0 0 330,270 0 (31,220) (294) 298,756
Limited partner contributions 0 2,935,931 29,359,306 564,069 5,640,694 0 35,000,000
Partnership distributions 0 0 (328,196) 0 0 0 (328,196)
Sales commissions and
discounts 0 0 (2,935,927) 0 (564,073) 0 (3,500,00)
Other offering expenses 0 (1,441,752) 0 (277,000) 0 (1,718,752)
Class A conversion elections 0 (8,488) (72,470) 8,488 72,470 0 (0)
---- --------- ----------- ------- ---------- ----- -----------
BALANCE,
December 31, 1996 $100 2,927,443 $24,911,231 572,557 $4,840,871 $ 206 $29,752,408
Net income (loss) 0 0 537,906 0 (102,274) (206) 435,426
Partnership distributions 0 0 (498,088) 0 0 0 (498,088)
Class A conversion elections 0 3,362 27,371 (3,362) (27,371) 0 0
---- --------- ----------- ------- ---------- ----- -----------
BALANCE,
June 30, 1997 $100 2,930,805 $24,978,420 569,195 $4,711,226 $ 0 $29,689,746
==== ========= =========== ======= ========== ===== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE>
WELLS REAL ESTATE FUND IX, L.P.
(a Georgia Public Limited Partnership)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the Six Months Ended
--------------------------------
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Cash flow from operating activities:
Net income $ 435,425 $ 37,241
Adjustments to reconcile net income to
net cash (used in) provided by operating
activities:
Equity in income of joint ventures (163,565) 0
Amortization of organization costs 3,125 0
Changes in assets and liabilities:
Prepaid and other assets 50,000 (25,000)
Accounts payable (3,401) (1,885)
Due to affiliates (422,996) 10,437
Accounts receivable (8) 0
------------ -----------
Net cash (used in) provided by
operating activities (101,420) 20,793
------------ -----------
Cash flows from investing activities:
Investment in joint ventures (13,250,728) (512,444)
Deferred project costs paid 0 (450,884)
Distributions received from joint ventures 107,607 0
Investment in real estate 1,065,857 0
------------ -----------
Net cash used in investing activities (12,077,264) (963,328)
------------ -----------
Cash flows from financing activities:
Limited partners' contributions 0 12,882,400
Sales commissions paid (171,305) (1,218,184)
Offering costs paid 0 (644,120)
Distributions to partners from accumulated earnings (401,773) 0
------------ -----------
Net cash (used in) provided by
financing activities (573,078) 11,020,096
------------ -----------
Net (decrease) increase cash and cash equivalents (12,751,762) 10,077,561
Cash and cash equivalents, beginning of year 23,557,985 600
Cash and cash equivalents, end of period $ 10,806,223 $10,078,161
============ ===========
Supplemental disclosure of noncash investing activities:
Deferred project costs applied to
joint venture activities $ 588,278 $ 20,993
============ ===========
</TABLE>
See accompanying condensed notes to financial statements.
6
<PAGE>
WELLS REAL ESTATE FUND IX, L.P.
(A Georgia Public Limited Partnership)
Condensed Notes to Financial Statement
June 30, 1997
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) General
- -----------
Wells Real Estate Fund IX, 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, constructing, owning, operating, improving, leasing, and
otherwise managing for investment purposes income- producing commercial
properties or industrial properties.
On January 5, 1996, 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 12, 1996, when it received
and accepted subscriptions for 125,000 units. An aggregate requirement of
$2,500,000 of offering proceeds was reached on February 26, 1996, thus allowing
for the admission of New York and Pennsylvania investors in the Partnership.
The offering was terminated on December 30, 1996, at which time the Partnership
had sold 2,935,931 Class A Status Units, and 564,069 Class B Status Units, held
by a total of 1,841 and 257 Limited Partners respectively, for total Limited
Partner capital contributions of $35,000,000.
The Partnership owns interests in properties through equity ownership in the
following joint ventures: (i) Fund VIII and Fund IX Associates, a joint venture
between the Partnership and Wells Real Estate Fund VIII, L.P. (the "Fund VIII -
Fund IX Joint Venture") and (ii) Fund IX and Fund X Associates, a joint venture
between the Partnership and Wells Real Estate Fund X, L.P. (the "Fund IX -
Fund X Joint Venture").
As of June 30, 1997, the Partnership owned interests in the following properties
through its ownership of the foregoing joint ventures: (i) a four-story office
building in Madison, Wisconsin (the "Cellular One Office Building"), which is
owned by the Fund VIII-Fund IX Joint Venture; (ii) a one-story office building
in Farmer's Branch, Texas (the "TCI Building"), which is owned by the Fund VIII-
Fund IX Joint Venture; (iii) a three-story office building under construction in
Knoxville, Tennessee (the "ABB Building"), which is owned by the Fund IX-Fund X
Joint Venture; (iv) a two-story office building in Irvine, California (the
"Matsushita Building"), which is owned by the Fund VIII-Fund IX Joint Venture;
and (v) a two-story office building in Boulder County, Colorado (the "Cirrus
Logic Building"), which is owned by the Fund VIII-Fund IX Joint Venture.
7
<PAGE>
(b) Basis of Presentation
- -------------------------
The financial statements of Wells Real Estate Fund IX, 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 five properties as of June 30, 1997. 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 on
investments in joint ventures, see Form 10-K for the Partnership for the year
ended December 31, 1996.
The following describes additional information about the properties in which the
Partnership owned an interest as of June 30, 1997:
FUND IX - FUND X JOINT VENTURE
- ------------------------------
On March 20, 1997, the Partnership and Well Real Estate Fund X, L.P. ("Wells
Fund X"), a Georgia public limited partnership, affiliated with the Partnership
through common general partners, entered into a Joint Venture Agreement known as
Fund IX and Fund X Associates (the "Fund IX-X Joint Venture"). Although the
ultimate percentages of ownership in the Fund IX-X Joint Venture have not yet
been finally determined, it is anticipated that the Partnership will hold a 50%
equity interest in the two properties described below. The total cost to
complete both properties is anticipated to be approximately $13,000,000. As of
June 30, 1997, the Partnership had contributed $3,220,744 and Wells Fund X had
contributed $650,000 for total contributions of $3,870,744 to the Fund IX -
Fund X Joint Venture for the acquisition and development of the two properties.
At this time, the Partnership's equity interest in the Fund IX - Fund X Joint
Venture is approximately 83.2% and Well's Fund X equity interest in the Fund IX-
Fund X Joint Venture is 16.8%. The Partnership has reserved sufficient funds for
this purpose.
The ABB Property
- ----------------
On March 20, 1997, Wells Fund IX contributed a 5.62 acre tract of real property
in Knoxville, Knox County, Tennessee and improvements thereon (the "ABB
Property"), valued at $1,306,393. As of June 30, 1997, Wells Fund IX had
contributed an additional $1,264,351 toward the development of this project for
total contributions of $2,570,744.
8
<PAGE>
A three-story office building containing approximately 83,885 rentable square
feet is under construction on the site. An agreement was signed with ADEVCO
Corporation to supervise, manage and coordinate the planning, design,
construction and completion of the property. Integra Construction, Inc. is
acting as the general contractor and Smallwood, Reynolds, Stewart, Stewart
Associates, Inc. as the architect.
ABB Environmental Systems, a subsidiary of ABB, Inc., has executed a lease for
55,000 rentable square feet comprising approximately 66% of the building. The
initial term of the lease will be 9 years and 11 months commencing on
substantial completion of the project which is currently anticipated to be
January 1, 1998. ABB has 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 $646,250 payable in equal monthly installments of $53,854 during
the first five years and $728,750 payable in equal monthly installments of
$60,729 during the last four years and 11 months of the initial term. The
annual base rent for each extended term will be at market rental rate. In
addition to the base rent, ABB is required to pay additional rent equal to its
share of operating expenses during the lease term.
It is currently anticipated that the total cost to complete this project will be
approximately $7,800,000. Although the ultimate percentage of ownership in the
Fund IX - Fund X Joint Venture has not yet been finally determined, it is
anticipated that the Partnership will contribute $1,329,256 and Wells Fund X
will contribute $3,900,000 to the remaining cost of approximately $5,229,256 for
an approximate 50% equity interest each.
The Partnership has reserved sufficient funds for this purpose. For further
information regarding the formation of the Fund IX - Fund X Joint Venture and
the development of the ABB Property, refer to the Form 8-K of Wells Real Estate
Fund X, L.P. dated March 26, 1997, which was filed with the Commission on
April 1, 1997 (Commission File No. 333-7979).
Oklahoma City Project
- ---------------------
On May 30, 1997, the Fund IX - Fund X Joint Venture entered into an agreement
for the purchase and sale of real property with Wells Development Corporation
("Wells Development"), an affiliate of the General Partners, for the acquisition
of a one-story building to be developed on property located in Oklahoma City,
Oklahoma (the "Oklahoma City Project"). The Fund IX - Fund X Joint Venture will
purchase the Oklahoma City Project for a purchase price which is currently
anticipated to be $5,200,000. Under the terms of its contract with Wells
Development, the Fund IX - Fund X Joint Venture was required to make an earnest
money deposit to Wells Development in the amount of $1,300,000. The earnest
money deposit was used to fund the purchase of the Oklahoma City property and
will also be used to fund the initial costs of construction and development of
the project. The Partnership and Wells Fund X made capital contributions of
$650,000 each to the Fund IX - Fund X Joint Venture to provide the Joint Venture
with sufficient funds with which to make the required earnest money deposit to
Wells Development.
9
<PAGE>
The site of the Oklahoma City Project consists of approximately 5.3 acres and,
when completed, the Oklahoma City Project will be a one-story office building
containing 57,186 net rentable square feet. An agreement was signed with ADEVCO
Corporation to supervise, manage and coordinate the planning, design,
construction and completion of the property.
Lucent Technologies, Inc., a world-wide leader in the telecommunications
technology, producing a variety of communication products, has executed a lease
agreement with Wells Development to lease all of the Oklahoma City Project upon
completion. The initial item of the lease will be ten years commencing on
substantial completion of the project which is currently anticipated to be
January 1, 1998. Lucent Technologies has the option to extend the initial term
of the lease for two additional five year periods. The annual base rent payable
during the initial term is $508,383 payable in equal monthly installment of
$42,365 during the first five years and $594,152 payable in equal monthly
installments of $49,513 during the second five years of the lease term. The
annual base rent for each extended term will be at market rental rate. In
addition to the base rent, Lucent Technologies is required to pay additional
rent equal to its share of operating expenses during the lease term.
It is currently anticipated that the total cost to complete the property which
is estimated to be approximated $5,200,000, will be contributed equally by the
Partnership and Wells Fund X for an ultimate percentage ownership of
approximately 50% for each Partnership. The Partnership has reserved sufficient
funds for this purpose. For further information regarding the contract entered
into between the Fund IX - Fund X Joint Venture and Wells Development and the
development of the Oklahoma City Project, refer to Supplement No. 2 dated
June 17, 1997, to the Prospectus of Wells Real Estate Fund X, L.P. and Wells
Real Estate Fund XI, L.P. dated December 31, 1996, contained in Post-Effective
Amendment No. 2 to the Registration Statement of Wells Real Estate Fund X, L.P.
and Wells Real Estate Fund XI, L.P. which was filed with the Commission on
June 17, 1997 (Commission File No. 333-7979).
FUND VIII - FUND IX JOINT VENTURE
- ---------------------------------
Cellular One Property
- ---------------------
On June 17, 1996, the Fund VIII - Fund IX Joint Venture purchased a 7.09 acre
tract of real property in Madison, Dane County, Wisconsin for a total cost of
$859,255 including closing costs. The majority of construction has been
completed on a four-story office building containing approximately 101,727
rentable square feet.
In June 1997, Cellular One, a subsidiary of BellSouth Corporation, occupied its
leased space of 76,276 square feet comprising approximately 75% of the building.
The initial term of the lease is 9 years and 11 months beginning in June 1997,
with the option to extend the initial term of the lease for two consecutive five
year periods. The annual base rent payable during the initial term is $862,500
payable in equal monthly installments of $71,875 during the first five years and
$975,000 payable in equal monthly installments of $81,250 during the last four
years and 11 months of the initial term. The annual base rent for each extended
term will be at market rental rate.
10
<PAGE>
The land purchase and construction costs, to date, have been funded by capital
contributions of $5,012,444 by the Partnership and $4,987,444 by Wells Fund
VIII.
It is anticipated that the total cost to complete the property, which is
estimated to be approximately $10,500,000, will be contributed equally by the
Partnership and Wells Fund VIII. The Partnership has reserved sufficient funds
for this purpose. For further information regarding the Cellular One Property,
refer to Supplement No. 2 dated June 28, 1996, to the Prospectus of Wells Real
Estate Fund IX, L.P. dated January 5, 1996, contained in Post-Effective
Amendment No. 11 to Form S-11 Registration Statement of Wells Real Estate Fund
VIII, L.P. and Wells Real Estate Fund IX, L.P. which was filed with the
Commission on July 3, 1996 (Commission File No. 33-83852).
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
- -------------------------------------------------------------------------
RESULTS OF OPERATION.
- ---------------------
The following discussion and analysis should be read in conjunction with the
accompanying financial statements of the Partnership and notes thereto. This
Report contains forward-looking statements, within the meaning of Section 27A of
the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934,
including discussion and analysis of the financial condition of the Partnership,
anticipated capital expenditures required to complete certain projects, amounts
of cash distributions anticipated to be distributed to Limited Partners in the
future and certain other matters. Readers of this Report should be aware that
there are various factors that could cause actual results to differ materially
form any forward-looking statement made in this Report, which include
construction costs which may exceed estimates, construction delays, lease-up
risks, inability to obtain new tenants upon expiration of existing leases, and
the potential need to fund tenant improvements or other capital expenditures out
of operating cash flow.
RESULTS OF OPERATIONS AND CHANGES IN FINANCIAL CONDITIONS
- ---------------------------------------------------------
(a) General
- -----------
On January 5, 1996, 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 12, 1996, when it received
and accepted subscriptions for 125,000 units. An aggregate requirement of
$2,500,000 of offering proceeds was reached on February 26, 1996, thus allowing
for the admission of New York and Pennsylvania investors in the Partnership.
The offering was terminated on December 30, 1996, at which time the Partnership
had sold 2,935,931 Class A Status Units, and 564,069 Class B Status Units, held
by a total of 1,841 and 257 Limited Partners respectively, for total Limited
Partner capital contributions of $35,000,000. After payment of $1,400,000 in
Acquisition and Advisory Fees and expenses, payment of $5,250,000 in selling
commissions and organization and offering expenses, the investment by the
Partnership of $14,389,357 in the Fund VIII - Fund IX Joint Venture and
$3,220,744 in the Fund IX - Fund X
11
<PAGE>
Joint Venture, as of June 30, 1997, the Partnership was holding net offering
proceeds of $10,739,898 available for investment in properties.
Gross revenues of the Partnership of $277,454 for the three months and $516,068
for the six months ended June 30, 1997, and $69,153 for the three months and
$80,326 for the six months ended June 30, 1996, were attributable primarily to
interest income earned on funds held by the Partnership prior to the investment
in properties, as well as income earned from the investment in joint ventures
for both period in 1997. Total expenses of the Partnership increased from
$43,085 for the six months ended June 30, 1996, to $80,643 for the six months
ended June 30, 1997, as a result of increased postage expenses and accounting
and legal fees. Total expenses of the Partnership increased from $30,931 for
the three months ended June 30, 1996, to $32,079 for the three months ended
June 30, 1997, primarily as a result of the amortization of organization costs.
Net income of the Partnership was $435,425 for the six months ended
June 30, 1997, as compared to $37,241 for the same period in 1996, and
$245,375 for three months ended June 30, 1997, as compared to $38,222 for the
same period in 1996, due primarily to increased revenues.
For the six months ended June 30, 1997, net income allocated to Class A Limited
Partners was $.18 per Unit, net loss allocated to Class B Limited Partners was
$.18 per Unit and net loss allocated to General Partners was $206 for 1997.
The Partnership's net cash used by operating activities decreased to $101,420
for 1997 as compared to $20,793 provided by operating activities for 1996 which
is due primarily to a decrease in due to affiliates. Net cash used in investing
activities decreased to $12,077,264 from $963,328 which was the result of
$13,250,728 investments in joint venture. Net cash used in financing activities
decreased from $11,020,096 to $573,078 due to the termination of the offering in
December 1996. Cash and cash equivalents increased from $10,078,161 as of
June 30, 1996, to $10,806,223 as of June 30, 1997.
The Partnership's distribution to holders of Class A Status Units for the second
quarter ended June 30, 1997, will be paid in August, 1997, from Investment
Income. Although there is no assurance, the Partnership anticipates that
distributions will continue to be paid on a quarterly basis. No cash
distributions were paid to holders of Class B Status Units in 1997.
12
<PAGE>
Property Operations
- -------------------
As of June 30, 1997, the Partnership owned interests in the following
operational property:
The TCI Building/Fund VIII-Fund IX Joint Venture
- -------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1997 June 30, 1997
------------------ ----------------
<S> <C> <C>
Revenues:
Rental income $113,795 $227,589
Expenses:
Depreciation 41,649 83,297
Management & leasing expense 4,240 8,807
Other operating expenses 2,340 6,389
-------- --------
48,229 98,493
-------- --------
Net income $ 65,566 $129,096
======== ========
Occupied % 100.0% 100.0%
Partnership's Ownership % in the
Fund VIII - Fund IX Joint Venture 49.9% 49.9%
Cash distribution to the Partnership $ 50,410 $ 99,897
Net income allocated to the Partnership $ 32,750 $ 64,544
</TABLE>
On October 10, 1996, Fund VIII-Fund IX Joint Venture purchased a one-story
office building containing approximately 40,000 rentable square feet, located on
approximately 4,864 acres of land in Farmer's Branch, Dallas, Texas (the "TCI
Building") for a purchase price of $4,450,000 excluding acquisition costs.
The TCI Building is leased to TCI Valwood Limited Partnership I for a period of
fifteen years, with options to extend the lease for six consecutive five-year
periods. The annual base rent is $430,001 during the first five years, $454,001
during the next five years and $482,001 during the last five years. The TCI
lease commenced on July 19, 1996 and was assigned by the seller to the Fund
VIII-Fund IX Joint Venture on October 10, 1996.
Since the TCI Building was purchased in October 1996, comparative income and
expense figures for the prior year are not available.
13
<PAGE>
The Matsushita Building/Fund VIII-Fund IX Joint Venture
- --------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, 1997 June 30, 1997
------------------ -----------------
<S> <C> <C>
Revenues:
Rental income $151,304 $222,665
Interest income 1,008 1,511
-------- --------
152,312 224,176
-------- --------
Expenses:
Depreciation 53,833 107,233
Management & leasing expense 7,599 11,880
Other operating expenses 458 993
-------- --------
61,890 120,106
-------- --------
Net income $ 90,422 $104,070
======== ========
Occupied % 100.0% 100.0%
Partnership's Ownership % in the
Fund VIIII - Fund IX Joint Venture 49.9% 49.9%
Cash distribution to the Partnership $ 35,630 $ 35,630
Net income allocated to the Partnership $ 45,148 $ 51,978
</TABLE>
On January 10, 1997, Fund VIII-Fund IX Joint Venture acquired a two-story office
building containing approximately 63,417 rentable square feet on a 4.4 acre
tract of land located in the Irvine Spectrum planned business community in
metropolitan Orange County, California (the "Matsushita Building") for a
purchase price of $7,193,000 excluding acquisition costs.
The entire Matsushita Building is currently under a net lease to Matsushita
Avionics Systems Corporation. Matsushita Avionics' rental payment obligations
do not begin until the ninth month of the lease term which commenced when
Matsushita Avionics took possession in September 1996. Commencing in May 1997,
the ninth month of the lease term, the monthly base rental payable by Matsushita
Avionics under the lease will be $45,879.47 through the 12th month of the lease
term. The monthly base rental payable under the lease for the 13th month of the
lease term through the 30th month of the lease term is $57,709.47; the monthly
base rental payable for the 31st month of the lease term through the 60th month
of the lease term is $59,611.98; the monthly base rental payable for the 61st
month of the lease term through the 84th month of the lease term is $61,831.58.
The base rental payable during the option periods, if Matsushita Avionics
exercises its option to extend the lease, is 95% of the then-market rental rate
for office space in other comparable buildings located in the Irvine area of
southern California.
Since the Matsushita Building was purchased in January 1997, comparative income
and expense figures for the prior year are not available.
14
<PAGE>
The Cirrus Logic Building/Fund VIII-Fund IX Joint Venture
- ----------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended Four Months Ended
June 30, 1997 June 30, 1997
------------------ -----------------
<S> <C> <C>
Revenues:
Rental income $175,565 $202,491
Interest income 0 57
-------- --------
175,565 202,548
-------- --------
Expenses:
Depreciation 64,526 86,026
Management & leasing expense 6,601 6,601
Other operating expenses 6,523 6,968
-------- --------
77,650 99,595
-------- --------
Net income $ 97,915 $102,953
======== ========
Occupied % 100.0% 100.0%
Partnership's Ownership % in the
Fund VIII - Fund IX Joint Venture 49.9% 49.9%
Cash distribution to the Partnership $ 49,769 $ 63,046
Net income allocated to the Partnership $ 48,907 $ 51,428
</TABLE>
On February 20, 1997, the Fund VIII-Fund IX Joint Venture purchased a two-story
partially completed office building in Boulder County, Colorado (the "Cirrus
Logic Building") for $7,029,000 excluding acquisition costs. Construction of
the 49,460 square foot building was substantially completed in March, 1997.
Cirrus Logic, Inc. has leased the entire building for a fifteen year term
beginning March 17, 1997. The annual base rental under the term of the Cirrus
Logic lease is $617,656 for the first five years, will be increased by 10% in
the sixth through tenth years and will be increased an additional 10% in years
eleven through fifteen.
Since the Cirrus Logic Building was purchased in February 1997 and was not
completed until March 1997, comparative income and expense figures for the prior
year are not available.
15
<PAGE>
The Cellular One Building/Fund VIII-Fund IX Joint Venture
- ---------------------------------------------------------
One Month Ended
---------------
June 30, 1997
---------------
Revenues:
Rental income $40,108
Expenses:
Depreciation 38,000
Other operating expenses 10,875
-------
48,875
-------
Net loss $(8,767)
=======
Occupied % 75%
Partnership's Ownership % in the
Fund VIII - Fund IX Joint Venture 49.9%
Cash distributed to the Partnership $14,591
Net loss allocated to the Partnership $(4,381)
On June 17, 1996, the Fund VIII - Fund IX Joint Venture purchased a 7.09 acre
tract of real property in Madison, Dane County, Wisconsin. Total cost and
expenses to be incurred by the Fund VIII - Fund IX Joint Venture for the
acquisition, development, construction and completion of the 101,727 rentable
square foot building is estimated to be approximately $10,500,000. It is
anticipated that the Partnership and Wells Fund VIII will fund equally the
approximately $500,000 needed to complete construction on this project.
In June 1997, Cellular One, a subsidiary of BellSouth Corporation, occupied its
leased space of 76,276 square feet comprising approximately 75% of the building.
The initial term of the lease is 9 years and 11 months beginning in June 1997,
with the option to extend the initial term of the lease for two consecutive five
year periods. The annual base rent payable during the initial term is $862,500
payable in equal monthly installments of $71,875 during the first five years and
$975,000 payable in equal monthly installments of $81,250 during the last four
years and 11 months of the initial term. The annual base rent for each extended
term will be at market rental rate.
Since the building opened June 15, 1997, comparative income and expenses figures
are not available for prior periods.
16
<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.
As of June 30, 1997, the Partnership has reserved $10,739,898 for this purpose
including approximately $250,000 for an office building in Madison, Wisconsin
owned by the Fund VIII-Fund IX Joint Venture and approximately $1,329,256 for
the purchase of the office building in Knoxville, Tennessee owned by Fund IX -
Fund X Joint Venture.
17
<PAGE>
PART II - OTHER INFORMATION
- ---------------------------
ITEM 6 (b). No reports on Form 8-K were filed during the second quarter
of 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WELLS REAL ESTATE FUND IX, L.P.
(Registrant)
Dated: August 8, 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.
18
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 10,806,223
<SECURITIES> 18,354,574
<RECEIVABLES> 151,757
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 53,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 29,960,229
<CURRENT-LIABILITIES> 270,483
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 29,689,746
<TOTAL-LIABILITY-AND-EQUITY> 29,960,229
<SALES> 0
<TOTAL-REVENUES> 277,454
<CGS> 0
<TOTAL-COSTS> 32,079
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 245,375
<INCOME-TAX> 245,375
<INCOME-CONTINUING> 245,375
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 245,375
<EPS-PRIMARY> .09
<EPS-DILUTED> 0
</TABLE>
