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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 20, 1998
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Wells Real Estate Fund IX, L.P.
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(Exact name of registrant as specified in its charter)
Georgia
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(State or other jurisdiction of incorporation)
0-22039 58-2126622
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(Commission File Number) (IRS Employer Identification No.)
3885 Holcomb Bridge Road, Norcross, Georgia 30092
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Wells Real Estate Fund IX, L.P. (the "Registrant") hereby amends its
Current Report on Form 8-K, dated April 2, 1998 to provide the required
financial statements of the Registrant relating to the acquisition by the
Registrant of an interest in the Interlocken Building located in Broomfield,
Boulder County, Colorado, as described in such Current Report.
Item 7. Financial Statements and Exhibits.
(a) Audited Financial Statements. The following audited financial
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statements of the Registrant relating to the real property acquired are
submitted at the end of this Amendment to Current Report and are filed herewith
and incorporated herein by reference:
Page
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Report of Independent Public Accountants F-1
Statement of Revenues Over Certain Operating
Expenses for the Year Ended December 31, 1997 F-2
Notes to Statement of Revenues Over Certain
Operating Expenses for the Year Ended December 31, 1997 F-3
(b) Pro Forma Financial Information. The following unaudited pro forma
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financial statements of the Registrant relating to the real property acquired
are submitted at the end of this Amendment to Current Report and are filed
herewith and incorporated herein by reference:
Page
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Summary of Unaudited Pro Forma Combined Financial
Statements F-4
Pro Forma Combined Balance Sheet as of December 31,
1997 (Unaudited) F-5
Pro Forma Combined Statement of Income for the Year
Ended December 31, 1997 (Unaudited) F-6
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
WELLS REAL ESTATE FUND IX, L.P.
Registrant
By: /s/ Leo F. Wells, III
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Leo F. Wells, III, as General Partner and
as President and sole Director of Wells
Capital, Inc., the General Partner of
Wells Partners, L.P., General Partner
Date: May 12, 1998
3
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wells Real Estate Fund IX, L.P.:
We have audited the accompanying statement of revenues over certain operating
expenses for the INTERLOCKEN BUILDING for the year ended December 31, 1997.
This financial statement is the responsibility of management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the statement of revenues over certain operating
expenses is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the statement of
revenues over certain operating expenses. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the
Interlocken Building after acquisition by an investee of Wells Real Estate Fund
IX, L.P. The accompanying statement of revenues over certain operating expenses
was prepared for the purpose of complying with the rules and regulations of the
Securities and Exchange Commission and is not intended to be a complete
presentation of the Interlocken Building's revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the Interlocken Building for the year ended December 31, 1997 in
conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Atlanta, Georgia
April 21, 1998
F-1
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INTERLOCKEN BUILDING
STATEMENT OF REVENUES OVER
CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1997
REVENUES:
Rental $685,928
Common area maintenance 226,887
Miscellaneous 3,088
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915,903
OPERATING EXPENSES 322,913
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REVENUES OVER CERTAIN OPERATING EXPENSES $592,990
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The accompanying notes are an integral part of this statement.
F-2
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INTERLOCKEN BUILDING
NOTES TO STATEMENT OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1997
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Real Estate Property Acquired
On March 20, 1998, Fund IX and X Associates, a Georgia joint venture,
(comprised of Wells Real Estate Fund IX, L.P. and Wells Real Estate Fund X,
L.P.) acquired the Interlocken Building, a 51,974 square foot three-story
multi-tenant office building located in Broomfield, Colorado, for a cash
purchase price of $8,275,000 plus acquisition expenses of $18,000. Wells
Real Estate Fund IX, L.P. and Wells Real Estate Fund X, L.P. hold a 53% and
47%, respectively, ownership interest in Fund IX and X Associates after
giving effect to the acquisition of the Interlocken Building.
Rental Revenues
Rental income from the lease is recognized on a straight-line basis over the
life of the lease.
2. BASIS OF ACCOUNTING
The accompanying statement of revenues over certain operating expenses is
presented on the accrual basis. This statement has been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, the
statement excludes certain historical expenses, such as depreciation and
management fees, not comparable to the operations of the Interlocken Building
after acquisition by Fund IX and X Associates.
F-3
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WELLS REAL ESTATE FUND IX, L.P.
(Unaudited Pro Forma Combined Financial Statements)
The following unaudited pro forma combined balance sheet as of December 31, 1997
and pro forma combined statement of income for the year ended December 31, 1997
have been prepared as if the acquisition of the Interlocken Building had
occurred on December 31, 1997 with respect to the balance sheet and on January
1, 1997 with respect to the statement of income.
These unaudited pro forma combined financial statements are prepared for
informational purposes only and are not necessarily indicative of future results
or of actual results that would have been achieved had the acquisition been
consummated at the beginning of the period presented.
The pro forma combined financial statements are based on available information
and certain assumptions that management believes are reasonable. Final
adjustments may differ from the pro forma adjustments herein.
F-4
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WELLS REAL ESTATE FUND IX, L.P.
PRO FORMA COMBINED BALANCE SHEET
DECEMBER 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
Wells Combined
Real Estate Pro Forma Balance
Fund IX, L.P. Adjustments Sheet
=============== ============== ============
<S> <C> <C> <C>
ASSETS:
Investment in joint ventures $18,551,918 $6,951,876 (a) $25,503,794
Cash and cash equivalents 9,764,129 (6,624,729)(b) 3,139,400
Due from affiliates 335,512 0 335,512
Deferred project costs 523,278 (327,147)(c) 196,131
Organizational costs 18,750 0 18,750
Prepaid expenses and other assets 752,311 0 752,311
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Total assets $29,945,898 $0 $29,945,898
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LIABILITIES:
Partnership distributions payable $ 437,180 $0 $ 437,180
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Partners' capital:
General partners 0 0 0
Limited partners:
Class A 25,322,591 0 25,322,591
Class B 4,186,127 0 4,186,127
Original limited partner 0 0 0
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Total partners' capital 29,508,718 0 29,508,718
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Total liabilities and partners' capital $29,945,898 $0 $29,945,898
============= ============= =============
</TABLE>
(a) Reflects Wells Real Estate Fund IX's investment in the Fund IX--
Fund X Joint Venture.
(b) Reflects Wells Real Estate Fund IX's portion of the $8,293,000
purchase price and acquisition expenses related to the Interlocken
Building.
(c) Reflects the deferred project costs allocated to the Fund IX-Fund
X Joint Venture.
F-5
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WELLS REAL ESTATE FUND IX, L.P.
PRO FORMA COMBINED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
Pro Forma
Wells Combined
Real Estate Pro Forma Income
Fund IX, L.P. Adjustments Sheet
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<S> <C> <C> <C>
REVENUES:
Equity in income of joint ventures $ 593,914 $ 163,186 (a) $ 757,100
Interest income 605,386 0 605,386
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1,199,300 163,186 1,362,486
EXPENSES:
Partnership administration 61,885 0 61,885
Legal and accounting 31,125 0 31,125
Amortization of organization costs 6,250 0 6,250
Other 8,274 0 8,274
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107,534 0 107,534
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NET INCOME $1,091,766 $ 163,186 $1,254,952
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NET LOSS ALLOCATED TO GENERAL PARTNERS $ (206) $ 0 $ (206)
NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS 1,564,778 287,845 1,852,623
NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS (472,806) (124,659) (597,465)
NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT $0.53 $0.10 $0.63
NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT (0.77) (0.02) (0.97)
CASH DISTRIBUTION PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT 0.46 0.08 0.54
</TABLE>
(a) Reflects Wells Real Estate Fund IX's 52.88% equity in earnings of the
Interlocken Building.
F-6
