SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x | Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 [Fee Required] |
| For the fiscal year ended December 31, 2002 |
| ¨ | Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 [No Fee Required] |
| 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 or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number) | |
| 6200 The Corners Parkway Norcross, Georgia |
30092 | |
| (Address of principal executive offices)
|
(Zip Code) | |
| Registrants telephone number, including area code
|
(770) 449-7800 | |
| Securities registered pursuant to Section 12 (b) of the Act:
|
||
| Title of each class |
Name of exchange on which registered | |
| NONE
|
NONE | |
| Securities registered pursuant to Section 12 (g) of the Act: |
CLASS A UNITS
(Title of Class)
CLASS B UNITS
(Title of Class)
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 ¨
Aggregate market value of the voting stock held by non-affiliates: Not Applicable
PART I
ITEM 1. BUSINESS
General
Wells Real Estate Fund IX, L.P. (the Partnership) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (Wells Partners), a Georgia nonpublic limited partnership, serving as the General Partners. The Partnership was formed on August 15, 1994 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing, and otherwise managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elect to have their unites treat their units as Class A units or Class B units. Limited partners shall have the right to change their prior elections to have some or all of their units treated as Class A or Class B units one time during each quarterly accounting period. Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations, (b) change the business purpose or investment objectives of the Partnership, and (c) add or remove a general partner. A majority vote on any of the above described matters will bind the Partnership without the concurrence of the General Partners. Each limited partnership unit has equal voting rights regardless of class.
On January 5, 1996, the Partnership commenced a public offering of up to $35,000,000 of limited partnership units pursuant to a Registration Statement filed on Form S-11 filed under the Securities Act of 1933. The Partnership commenced active operations on February 12, 1996 upon receiving and accepting subscriptions for 125,000 units and collecting aggregate gross offering proceeds of $2,500,000, thus allowing for the admission of New York and Pennsylvania investors in the Partnership. The offer terminated on December 30, 1996 at which time approximately 2,935,931 Class A units and 564,069 Class B units had been sold to 1,841 and 257 Class A and Class B Limited Partners, respectively, for total limited partner capital contributions of $35,000,000. As of December 31, 2002, the Partnership had paid a total of $1,400,000 in acquisition and advisory fees and acquisition expenses, and $5,254,700 in selling commissions and organization and offering expenses, and invested $13,289,359 in Fund VIII-IX Associates and invested $15,030,434 in Fund IX-X-XI-REIT Associates. The Partnership held net offering proceeds of $25,507 as of December 31, 2002, which is available for investment in properties.
Employees
The Partnership has no direct employees. The employees of Wells Capital, Inc, the general partner of Wells Partners and Wells Management Company, Inc., an affiliate of the General Partners, perform a full range of real estate services including leasing and property management, accounting, asset management and investor relations for the Partnership. See item 11Compensation of General Partners and Affiliates for a summary of the compensation and fees paid to the General Partners and their affiliates during the year ended December 31, 2002.
Insurance
Wells Management Company, Inc. carries comprehensive liability and extended coverage with respect to all the properties owned by the Partnership through investments in the joint ventures described in Item 2. In the opinion of management, all such properties are adequately insured.
Competition
The Partnership will experience competition for tenants from owners and managers of competing projects which may include the General Partners and their affiliates. As a result, the Partnership may be required to provide free rent, reduced charges for tenant improvements, and other inducements, all of which may have an adverse impact on results of operations. At the time the Partnership elects to dispose of its properties,
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the Partnership will also be in competition with sellers of similar properties to locate suitable purchasers for its properties.
ITEM 2. PROPERTIES
The Partnership owns interests in all of its real estate assets through joint ventures with other Wells Real Estate Funds. As of December 31, 2002, the Partnership owned interests in the following 9 properties through the affiliated joint ventures listed below:
| Occupancy % | ||||||||||||||
| Joint Venture |
Joint Venture Partners |
Properties |
12/31/02 |
12/31/01 |
12/31/00 |
12/31/99 |
12/31/98 | |||||||
| Fund VIII-Fund IX Associates |
Wells Real Estate Fund VIII, L.P. Wells Real Estate Fund IX, L.P. |
1. US Cellular Building A four-story office building located in Madison, Wisconsin
|
100% |
100% |
100% |
100% |
100% | |||||||
| 2. AT&T-Texas Building A one-story office building in Farmers Branch, Texas
|
100% |
100% |
100% |
100% |
100% | |||||||||
| 3. Cirrus Logic Building A two-story office building in Boulder County, Colorado
|
100% |
100% |
100% |
100% |
100% | |||||||||
| Fund VIII-IX-REIT Associates |
Fund VIII Fund IX Associates Wells Operating Partnership, L.P* |
4. Quest Building A two-story office building located in Irvine, California
|
100% |
100% |
100% |
100% |
100% | |||||||
| Fund IX-X-XI-REIT Associates |
Wells Real Estate Fund IX, L.P Wells Real Estate Fund X, L.P. Wells Real Estate Fund XI, L.P. Wells Operating Partnership, L.P*
|
5. Alstom Power-Knoxville Building A three-story office building in Knoxville, Tennessee
|
100% |
100% |
100% |
98% |
95% | |||||||
| 6. 360 Interlocken Building A three-story office building located in Boulder County, Colorado
|
75% |
100% |
100% |
100% |
100% | |||||||||
| 7. Avaya Building A one-story office building located in Oklahoma City, Oklahoma
|
100% |
100% |
100% |
100% |
100% | |||||||||
| 8. Iomega Building A single-story warehouse and office building located in Ogden, Weber County, Utah
|
100% |
100% |
100% |
100% |
100% | |||||||||
| 9. Ohmeda Building A two-story office building located in Louisville, Boulder County, Colorado
|
100% |
100% |
100% |
100% |
100% | |||||||||
* Wells Operating Partnership, L.P. (Wells OP) is a Delaware limited partnership with Wells Real Estate Investment Trust, Inc. serving as its general partner; Wells REIT is a Maryland corporation that qualifies as a real estate investment trust.
Each of the aforementioned properties was acquired on an all cash basis. The partnership does not control the operations of the foregoing joint ventures; however, it does exercise significant influence. Accordingly, investments in joint ventures are recorded using the equity method of accounting.
3
As of December 31, 2002, the lease expirations schedule during each of the following ten years for all properties owned by the joint ventures described above, assuming no exercise of renewal options or termination rights, are summarized below:
| Year of Lease Expiration |
Number of Leases Expiring |
Square Feet Expiring |
Annualized Gross Base Rent |
Partnership Share of Annualized Gross Base Rent |
Percentage of Total Square Feet Expiring |
Percentage of Total Annualized Gross Base Rent |
||||||||||
| 2003(1) |
1 |
12,223 |
|
210,027 |
|
81,975 |
1.9 |
|
2.5 |
| ||||||
| 2004(2) |
1 |
65,006 |
|
1,287,119 |
|
490,392 |
10.0 |
|
15.7 |
| ||||||
| 2005(3) |
3 |
133,596 |
|
1,777,331 |
|
693,703 |
20.5 |
|
21.7 |
| ||||||
| 2007(4) |
2 |
186,130 |
|
2,477,560 |
|
1,050,714 |
28.5 |
|
30.2 |
| ||||||
| 2008(5) |
1 |
57,186 |
|
622,750 |
|
243,063 |
8.8 |
|
7.6 |
| ||||||
| 2009(6) |
1 |
108,250 |
|
539,958 |
|
210,749 |
16.6 |
|
6.6 |
| ||||||
| 2011(7) |
1 |
40,000 |
|
482,001 |
|
217,880 |
6.1 |
|
5.9 |
| ||||||
| 2012(8) |
1 |
49,460 |
|
807,984 |
|
365,235 |
7.6 |
|
9.8 |
| ||||||
| 11 |
651,851 |
$ |
8,204,730 |
$ |
3,353,711 |
100.0 |
% |
100.0 |
% | |||||||
| (1) | ODS Technologies lease (12,223 square feet) at the 360 Interlocken Building. |
| (2) | Quest lease (65,006 square feet). |
| (3) | Ohmeda lease (106,750 square feet.), GAIAM lease (23,936 square feet), and InfoCenter lease (2,910 square feet) at the 360 Interlocken Building. |
| (4) | US Cellular lease (101,726 square feet), and Alstom Power-Knoxville lease (84,404 square feet). |
| (5) | Avaya lease (57,186 square feet). |
| (6) | Iomega lease (108,250 square feet). |
| (7) | AT&T-TX lease (40,000 square feet). |
| (8) | Cirrus Logic lease (49,460 square feet). |
The properties and joint ventures in which the Partnership owns an interest as of December 31, 2002 are further described below:
Fund VIII-IX Associates
On June 10, 1996, the Partnership and Wells Real Estate Fund VIII, L.P. (Wells Fund VIII), a Georgia public limited partnership, affiliated with the Partnership through common general partners, entered into a joint venture agreement known as Fund VIII-IX Associates. The investment objectives of Wells Fund VIII are substantially identical to those of the Partnership. As of December 31, 2002, the Partnership had contributed $13,289,358 for an approximately 45% equity interest in Fund VIII-IX Associates and Fund VIII had contributed $15,987,323 for an approximately 55% equity interest.
US Cellular Building
On June 17, 1996, Fund VIII-IX Associates purchased a 7.09 acres tract of real property in Madison, Dane County, Wisconsin for a total cost of $859,255, including closing costs. Construction was completed on a four-story office building containing approximately 101,727 rentable square feet. The land purchase and construction costs have been funded by capital contributions of $3,912,444 from the Partnership and $6,573,342 from Wells Fund VIII for a total cost of approximately $10,500,000.
In June 1997, US Cellular, a subsidiary of BellSouth Corporation, took occupancy of 76,276 rentable square feet, comprising approximately 75% of the building. The initial term of this 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 $902,418 during the first five
4
years and $1,016,822 during the last four years and 11 months of the initial term. The annual base rent for each extended term will be at the currently prevailing market rental rates. US Cellular is required to pay additional rent equal to its share of operating expenses during the lease term.
Commencing November 1, 2001, US Cellular exercised its right of first refusal to lease an additional 25,451 square feet of space vacated by American Family in October 2001. This addition increased their rentable floor area from 76,276 square feet to 101,727 square feet. As a result, US Cellular now occupies 100% of the building, and pays rent on the same terms and conditions of their original lease.
The average effective annual rental per square foot at the US Cellular Building was $12.76 for 2002, $12.47 for 2001, and $12.60 for 2000, 1999 and 1998.
AT&T-TX Building
On October 10, 1996, Fund VIII-IX Associates purchased a one-story office building containing approximately 40,000 rentable square feet, located on 4.864 acres of land in Farmers Branch, Dallas County, Texas for a purchase price of $4,450,000, excluding acquisition costs.
The funds used by Fund VIII-IX Associates to acquire the AT&T-TX Building were derived from capital contributions made by the Partnership and Wells Fund VIII totaling $2,236,530 and $2,238,170, respectively, for total contributions to Fund VIII-IX Associates with respect to this building of $4,474,700, including acquisition costs.
The AT&T-TX Building is leased to AT&T Wireless Texas 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 AT&T lease commenced on July 19, 1996 and was assigned by the seller to Fund VIII-IX Associates on October 10, 1996. Under this lease, AT&T Wireless Texas is responsible for the operating expenses and real estate taxes.
The average effective annual rental per square foot at the AT&T-TX Building is $11.39 for 2002, $11.48 for 2001, $11.38 for 2000 and 1999, and $11.49 for 1998.
Cirrus Logic Building
On February 20, 1997, Fund VIII-IX Associates acquired a 4.26-acre tract of real property in Broomfield, Colorado, located in Broomfield County in the Denver/Boulder metropolitan area on which a two-story office building containing approximately 49,460 rentable square feet was constructed, as part of the Interlocken Business Park, a 963-acre business development for advanced technology and research/development oriented companies. The purchase price paid for the Cirrus Logic Building was $7,072,000, including acquisition and closing costs of approximately $43,000. Construction of the Cirrus Logic building was substantially completed in March 1997 with Cirrus Logic, Inc. taking occupancy of the entire building. The funds used by Fund VIII-IX Associates to acquire the land and construct the Cirrus Logic Building were derived entirely from capital contributions made by the Partnership and Wells Fund VIII of approximately $3,532,275 and $3,555,495, respectively, for total capital contributions to Fund VIII-IX Associates of approximately $7,087,770.
The lease, as well as Cirrus Logics obligation to pay rent, commenced on March 17, 1997 when Cirrus Logic took occupancy of the building. The lease with Cirrus Logic provides for a term of 15 years and annual initial base rent payable of $677,755. The base annual rent will be increased by 10% beginning the sixth year of the lease and will be increased another 10% beginning the eleventh year of the lease. Cirrus
5
Logic has the option to renew the lease for two consecutive five-year periods. The base rent payable during any such extended term would be 95% of the then currently prevailing market rental rate for comparable office buildings in the Boulder County area.
Under its lease, Cirrus Logic is responsible for all utilities, cleaning, taxes, other operating expenses, and for maintaining property and liability insurance on the Cirrus Logic Building. Fund VIII-IX Associates shall maintain, for its own benefit, liability insurance for the Cirrus Logic Building as well as insurance for fire and vandalism.
The average effective annual rental per square foot at the Cirrus Logic Building was $14.67 for 2002 and $14.92 for 2001, 2000, 1999 and 1998.
Fund VIII-IX-REIT Associates
Quest Building
On January 10, 1997, Fund VIII-IX Associates acquired a two story office building containing approximately 65,006 rentable square feet on a 4.4 acre tract of land located at 15253 Bake Parkway, in the Irvine Spectrum planned business community in metropolitan Orange County, California. The total consideration paid for the building was $7,465,170, including acquisition and closing costs of approximately $272,000. The funds used by Fund VIII-IX Associates to acquire the Quest Building were derived entirely from capital contributions made by the Partnership and Wells Fund VIII of approximately $3,620,316 and $3,608,109, respectively, for total capital contributions to Fund VIII-IX Associates of approximately $7,228,425.
On February 18, 1999, Wells OP entered into a Rental Income Guaranty Agreement with Fund VIII-IX Associates, whereby Wells OP guaranteed Fund VIII-IX Associates with rental income on the Quest Building, previously leased to Matsushita Avionics, equal to at least the rental revenues and building expenses reimbursements that Fund VIII-IX Associates would have received over the remaining term of the original lease with Matsushita Avionics. Wells OP paid approximately $543,000 in rental income guaranty payments to Fund VIII-IX Associates through December 31, 2000, however, ceased making such payments upon Quest Software, Inc. taking occupancy on August 1, 2000.
On June 15, 2000, Fund VIII-IX-REIT Associates was formed between Wells OP and Fund VIII- IX Associates. On July 1, 2000, Fund VIII-IX Associates contributed its interest in the Quest Building to Fund VIII-IX-REIT Associates. As of December 31, 2002, the Partnership held an equity interest in Fund VIII-IX-REIT Associates of 38%.
Quest Software, Inc. (Quest) entered into a 42-month lease for the entire Quest Building and took occupancy occurred on August 1, 2000. Quest is a publicly traded corporation that provides software database management and disaster recovery services for its clients. Construction of tenant improvements required under the Quest lease cost approximately $1,231,000 and was funded through capital contributions made by Wells OP.
The average effective annual rental per square foot at the Quest building is $18.58 for 2002, $18.58 for 2001, $13.72 for 2000, $10.11 for 1999, and $10.32 for 1998.
Fund IX-X-XI-REIT Associates
On June 11, 1998, Wells Real Estate Fund IX L.P. (Wells Fund IX), and Wells Real Estate Fund X, L.P. (Wells Fund X), Georgia public limited partnerships affiliated with the Partnership through common
6
general partners, entered into a joint venture agreement known as Fund IX-X Associates, which was subsequently amended, restated and renamed as Fund IX-X-XI-REIT Associates in order to admit the Partnership and Wells OP as joint venture partners.
Prior to amending and restating the joint venture agreement, Fund IX-X Associates acquired and owned the following three properties: (i) the Alstom Power-Knoxville Building, (ii) the Ohmeda Building, and (iii) the 360 Interlocken Building. On June 24, 1998, Fund IX-X-XI-REIT Associates purchased the Avaya Building, a one-story office building. On July 1, 1998, the Partnership contributed the Iomega Building, a single-story warehouse and office building with 108,250 rentable square feet, to Fund IX-X-XI-REIT Associates, which was recorded as a capital contribution. All of these properties are further described below.
As of December 31, 2002, the Partnership, Wells Fund X, Wells Fund XI, and Wells OP held equity interests in Fund IX-X-XI-REIT Associates of approximately 39%, 49%, 9%, and 3%, respectively.
Alstom Power-Knoxville Building
On March 20, 1997, Fund IX-X Associates began construction of the Alstom Power-Knoxville Building, a three-story office building containing approximately 84,404 rentable square feet located on a 5.62 acre tract of real property in Knoxville, Knox County, Tennessee. Land purchase and construction costs totaling $8,137,994 were funded by capital contributions of $4,221,973 from the Partnership and $3,916,021 from Wells Fund X.
Alstom Power, Inc. (Alstom Power), took occupancy of 57,831 rentable square feet in December 1997. The initial term of the lease term of 9 years and 11 months commenced as Alstom Power took occupancy. Alstom Power has the option to extend the initial term of its lease for two consecutive five-year periods. The annual base rent payable during the initial term is $646,250 during the first five years and $728,750 during the last four years and 11 months of the initial term. The annual base rent for each extended term will be assessed at the then currently prevailing market rental rates. In addition to the base rent, Alstom Power is required to pay additional rent equal to its share of operating expenses during the lease term.
Commencing December 1, 1999, Alstom Power Environmental exercised its right of first refusal to lease an additional 23,992 square feet of space, and executed the third amendment to its lease on May 19, 2000 to lease the remaining 2,581 rentable square feet on the second floor of the building. Thus, Alstom Power currently occupies 100% of the building and pays rent thereon according to the terms and conditions of their original lease.
The average effective annual rental per square foot at the Alstom Power-Knoxville Building was $13.67 for 2002, $13.83 for 2001, $14.05 for 2000, $11.77 for 1999, and $9.97 for 1998.
Ohmeda Building
On February 13, 1998, Fund IX-X Associates acquired the Ohmeda Building, a two story office building with approximately 106,750 rentable square feet located on a 15-acre tract of land located in Louisville, Boulder County, Colorado, for a gross purchase price of $10,325,000, plus acquisition and closing costs of approximately $36,000. Wells Fund IX and Wells Fund X contributed $3,460,192 and $6,900,878 towards the purchase of the Ohmeda Building, respectively.
The entire 106,750 rentable square feet of the Ohmeda Building is currently under a net lease with
7
Ohmeda, Inc., which was assigned to the Fund IX-X Associates upon acquisition. The Ohmeda Lease currently expires in January 2005, subject to (i) Ohmedas right to effect an early termination of the lease under the terms and conditions described below, and (ii) Ohmedas right to extend the lease for two additional five year periods of time at the then current market rental rates.
The monthly base rental payable under the lease is $83,710 through January 31, 2003; $87,891 from February 1, 2003 through January 31, 2004; and $92,250 from February 1, 2004 through January 31, 2005. Under the lease, Ohmeda is responsible for all utilities, taxes, insurance, and other operating costs with respect to the Ohmeda Building during the term of the lease. In addition, Ohmeda shall pay a $21,000 per year management fee to Fund IX-X-XI-REIT Associates, as landlord, for maintenance and administrative services of the Ohmeda Building. Fund IX-X-XI-REIT Associates is responsible for maintenance of the roof, exterior and structural walls, foundation, other structural members and floor slab, provided that the landlords obligation to make repairs specifically excludes items of cosmetic and routine maintenance such as the painting of walls.
The average effective annual rental per square foot at the Ohmeda Building was $9.64 for 2002 and $9.62 for 2001, 2000 and 1999, the first year of ownership.
360 Interlocken Building
On March 20, 1998 Fund IX-X Associates acquired the 360 Interlocken Building, a three-story multi-tenant office building containing approximately 51,974 rentable square feet located on a 5.1 acre tract of land in Broomfield, Broomfield County, Colorado for a gross purchase price of $8,275,000, plus acquisition and closing costs of approximately $42,000. This acquisition was funded by capital contributions from Wells Fund IX and Wells Fund X of $6,642,466 and $1,674,271, respectively.
The second and third floors of the 360 Interlocken Building are currently occupied by two major tenants. On the first floor, 2910 square feet are occupied by one tenant with several suites available for releasing on that floor.
The initial term of the GAIAM lease expired on March 31, 2002 and was renewed and extended through May 31, 2005. In connection therewith, GAIAMs space was increased to include 19,013 square feet on the third floor and 4,923 square feet on the second floor. The annual rent for the remaining term of the lease is $574,464 per year with a 2% increase each lease year beginning June 1, 2003. The lease for ODS Technologies, L.P. for 12,223 square feet on the second floor, expiring on September 30, 2003, is subject to a renewal option for three years. All tenants in the 360 Interlocken Building are responsible for paying a pro-rata share of the increases in taxes, utilities, insurance, and other operating costs over the respective base year as defined in their leases.
Currently, Wells Management Company is actively pursuing prospective tenants to lease the vacant space at the 360 Interlocken Building on the first floor, which encompasses approximately 25% of the premises. Rental revenue reductions associated with the vacant space approximately $400,000 annually.
The average effective annual rental rate per square foot at the 360 Interlocken Building was $18.49 for 2002, $16.12 for 2001, $16.23 for 2000 and, $15.97 for 1999 and 1998.
8
Avaya Building
On May 30, 1997, Fund IX-X Associates entered into a purchase and sale agreement with Wells Development Corporation (Wells Development), an affiliate of the General Partners, for the acquisition and development of the Avaya Building, a one-story office building containing 57,186 net rentable square feet on 5.3 acres of land. On June 24, 1998, Fund IX-X-XI-REIT Associates purchased this property for $5,504,276, plus acquisition and closing costs of approximately $8,000. The purchase price was funded by capital contributions of $2,482,810 from the Partnership, $657,804 from Wells Fund IX, $950,392 from Wells Fund X, and $1,421,466 from Wells OP.
Avaya, a worldwide leader in telecommunications technology producing a variety of communication products, occupies the entire Avaya Building. The initial term of the lease is ten years commencing January 5, 1998. Avaya 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 during the first five years and $594,152 during the second five years of the lease term. The annual base rent payable for each extended term will be assessed at the then currently prevailing market rental rates. In addition to base rent, Avaya will be required to reimburse the landlord for its pro rata share of operating expenses during the lease term.
The average effective annual rental per square foot at the Avaya Building was $10.31 for 2002 and $10.19 for 2001, 2000, 1999, and 1998.
Iomega Building
On July 1, 1998, Wells Fund X contributed the Iomega Building, a single story warehouse and office building with 108,250 rentable square feet and located in Ogden, Utah to Fund IX-X-XI-REIT Associates, a capital contribution of $5,050,425, which represents the purchase price of $5,025,000, plus acquisition and closing costs of approximately $25,000, was originally paid by Wells Fund X on April 1, 1998.
The building is 100% occupied by Iomega Corporation with a ten year lease term that expires on July 31, 2006. The monthly base rent payable under the lease is $40,000 through November 12, 1999. Beginning on the 40th and 80th months of the lease term, the monthly base rent payable under the lease will be increased to reflect an amount equal to 100% of the increase in the Consumer Price Index (as defined in the lease) during the preceding 40 months, provided, however, that in no event shall the base rent be increased with respect to any one year by more than 6% or by less than 3% per annum, compounded annually, on a cumulative basis from the beginning of the lease term. The lease is an economic triple net lease, whereby the terms require the tenant to reimburse Fund IX-X-XI-REIT Associates for certain operating expenses, as defined in the lease, related to the building.
On March 22, 1999, Fund IX-X-XI-REIT Associates purchased a four-acre tract of vacant land adjacent to the Iomega Building for a gross purchase price of $212,000. The Partnership funded this acquisition and related land improvement costs and, accordingly, was credited with a capital contribution to Fund IX-X-XI-REIT Associates of $874,625. This site was developed as additional parking and a loading-dock area, including 400 new parking stalls and new site work for truck maneuver, and was completed on July 31, 1999. Iomega Corporation has extended its lease term through April 30, 2009 and, in connection therewith, will pay additional base rent of $113,700.
9
The average effective annual rental per square foot at the Iomega Building was $6.36 for 2002, $6.22 for 2001 and 2000 and $5.18 for 1999, the first year of ownership.
ITEM 3. LEGAL PROCEEDINGS
There were no material pending legal proceedings or proceedings known to be contemplated by governmental authorities involving the Partnership during the fourth quarter of 2002.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted to a vote of the Limited Partners during the fourth quarter of 2002.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
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PART II
ITEM 5. MARKET FOR PARTNERSHIPS UNITS AND RELATED SECURITY HOLDER MATTERS.
The offering for sale of Units in the Partnership terminated on December 30, 1996, at which time the Partnership had 2,935,931 outstanding Class A Units held by a total of 1,841 Limited Partners and 564,069 outstanding Class B Units held by a total of 257 Limited Partners. As of February 28, 2003, the Partnership had 3,165,583 outstanding Class A Units held by a total of 1,920 Limited Partners and 334,417 outstanding Class B Units held by a total of 199 Limited Partners. The capital contribution per unit is $10.00. There is no established public trading market for the Partnerships limited partnership units, and it is not anticipated that a public trading market for the units will develop. Under the Partnership Agreement, the General Partners have the right to prohibit transfers of units.
Because fiduciaries of retirement plans subject to ERISA are required to determine the value of the assets of such retirement plans on an annual basis, the General Partners are required under the Partnership Agreement to report estimated Unit values to the Limited Partners each year in the Partnerships annual Form 10-K. The methodology to be utilized for determining such estimated Unit values under the Partnership Agreement requires the General Partners to estimate the amount a Unit holder would receive if the Partnerships properties were sold at their estimated fair market values as of the end of the Partnerships fiscal year and the proceeds therefrom (without reduction for selling expenses) were distributed to the Limited Partners in liquidation of the Partnership. Utilizing this methodology, the General Partners have estimated Unit valuations, based upon their estimates of property values as of December 31, 2002, to be approximately $8.90 per Class A Unit and $13.74 per Class B Unit, based upon market conditions existing in early December 2002. In connection with these estimated valuations, the General Partners obtained an opinion from David L. Beal Company, an independent MAI appraiser, to the effect that such estimates of value were reasonable; however, due to the inordinate expense involved in obtaining appraisals for all of the Partnerships properties, no actual appraisals were obtained. Accordingly, these estimates should not be viewed as an accurate reflection of the values of the Limited Partners Units, what a Limited Partner might be able to sell his Units for, or the fair market value of the Partnerships properties, nor do they represent the amount of net proceeds Limited Partners would receive if the Partnerships properties were sold and the proceeds distributed in a liquidation of the Partnership. The valuations performed by the General Partners are estimates only, and are based a number of assumptions which may not be accurate or complete. In addition, property values are subject to change and could decline in the future. Further, as set forth above, no appraisals have or will be obtained. For these reasons, the estimated Unit valuations set forth above should not be used by or relied upon by investors, other than fiduciaries of retirement plans for limited ERISA reporting purposes, as any indication of the fair market value of their Units.
Class A Limited Partners are entitled to a distribution from Net Cash From Operations, as defined in the Partnership Agreement to mean cash flow, less adequate cash reserves for other obligations of the Partnership for which there is no provision, on a per Unit basis until they have received distributions in each fiscal year of the Partnership equal to 10% of their adjusted capital contributions. After this preference is satisfied, the General Partners will receive an amount of Net Cash From Operations equal to 10% of the total amount of Net Cash From Operations distributed. Thereafter, the Limited Partners holding Class A Units will receive 90% of Net Cash From Operations and the General Partners will receive 10%. No Net Cash From Operations will be distributed to Limited Partners holding Class B Units. Holders of Class A Units will, except in limited circumstances, be allocated none of the Partnerships net loss, depreciation, and amortization deductions. These deductions will be allocated to the Class B Units,
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until their capital account balances have been reduced to zero. No distributions have been made to the General Partners as of December 31, 2002.
Cash available for distribution to the Limited Partners is distributed on a quarterly basis unless Limited Partners select to have their cash distributed monthly. Cash distributions made to Class A Limited Partners during 2002 and 2003 were as follows:
| Distribution for Quarter Ended |
Total Cash Distributed |
Per Class A Unit Investment Income |
Per Class A Unit Return of Capital | |||
| March 31, 2001 |
$700,078 |
$0.22 |
$0.00 | |||
| June 30, 2001 |
$739,232 |
$0.21 |
$0.04 | |||
| September 30, 2001 |
$738,896 |
$0.14 |
$0.09 | |||
| December 31, 2001 |
$744,902 |
$0.15 |
$0.09 | |||
| March 31, 2002 |
$706,487 |
$0.12 |
$0.11 | |||
| June 30, 2002 |
$688,709 |
$0.12 |
$0.10 | |||
| September 30, 2002 |
$710,523 |
$0.12 |
$0.10 | |||
| December 31, 2002 |
$712,256 |
$0.12 |
$0.10 |
The partnerships distributions to holders of Class A Units for the year ended December 31, 2002 were paid in February 2003 from investment income and a return of capital. No cash distributions were paid to holders of Class B Units in 2002.
ITEM 6. SELECTED FINANCIAL DATA.
The following sets forth a summary of the selected financial data as of and for the fiscal year ended December 31, 2002, 2001, 2000, 1999 and 199