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, 2003
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 or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 6200 The Corners Pkwy., |
30092 | |
| (Address of principal executive offices) |
(Zip Code) | |
| Registrants 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 ¨
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
INDEX
| Page No. | ||||||
| PART I. |
FINANCIAL INFORMATION |
|||||
| Item 1. |
Financial Statements: |
|||||
| Balance SheetsMarch 31, 2003 (unaudited) and December 31, 2002 |
3 | |||||
| Statements of Income for the Three Months Ended March 31, 2003 and 2002 (unaudited) |
4 | |||||
| 5 | ||||||
| Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (unaudited) |
6 | |||||
| 7 | ||||||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
13 | ||||
| Item 3. |
17 | |||||
| Item 4. |
17 | |||||
| PART II. |
18 | |||||
2
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
BALANCE SHEETS
| (unaudited) March 31, 2003 |
December 31, 2002 | |||||
| ASSETS: |
||||||
| Investments in Joint Ventures |
$ |
19,900,695 |
$ |
20,317,188 | ||
| Cash and cash equivalents |
|
256,464 |
|
53,894 | ||
| Due from Joint Ventures |
|
779,756 |
|
899,332 | ||
| Total assets |
$ |
20,936,915 |
$ |
21,270,414 | ||
| LIABILITIES AND PARTNERS CAPITAL: |
||||||
| Liabilities: |
||||||
| Partnership distributions payable |
$ |
681,130 |
$ |
679,812 | ||
| Accounts payable |
|
21,794 |
|
14,735 | ||
| Total liabilities |
|
702,924 |
|
694,547 | ||
| Partners capital: |
||||||
| Limited partners: |
||||||
| Class A2,867,915 units and 2,862,365 units as of |
|
20,233,991 |
|
20,575,867 | ||
| Class B335,354 units and 340,904 units as of |
|
0 |
|
0 | ||
| Total partners capital |
|
20,233,991 |
|
20,575,867 | ||
| Total liabilities and partners capital |
$ |
20,936,915 |
$ |
21,270,414 | ||
See accompanying notes.
3
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF INCOME
| (unaudited) Three Months Ended | ||||||
| March 31, 2003 |
March 31, 2002 | |||||
| REVENUES: |
||||||
| Equity in income of Joint Ventures |
$ |
363,262 |
$ |
313,233 | ||
| Interest income |
|
441 |
|
1,076 | ||
|
|
363,703 |
|
314,309 | |||
| EXPENSES: |
||||||
| Partnership administration |
|
19,554 |
|
12,905 | ||
| Legal and accounting |
|
3,442 |
|
10,714 | ||
| Other general and administrative |
|
1,453 |
|
2,264 | ||
|
|
24,449 |
|
25,883 | |||
| NET INCOME |
$ |
339,254 |
$ |
288,426 | ||
| NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS |
$ |
339,254 |
$ |
288,426 | ||
| NET INCOME ALLOCATED TO CLASS B LIMITED PARTNERS |
$ |
0 |
$ |
0 | ||
| NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT |
$ |
0.12 |
$ |
0.10 | ||
| NET INCOME PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT |
$ |
0.00 |
$ |
0.00 | ||
| CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT |
$ |
0.24 |
$ |
0.24 | ||
| WEIGHTED AVERAGE LIMITED PARTNER UNITS OUTSTANDING: |
||||||
| CLASS A |
|
2,867,915 |
|
2,811,549 | ||
| CLASS B |
|
335,354 |
|
391,720 | ||
See accompanying notes.
4
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF PARTNERS CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2002
AND THE THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)
| Limited Partners |
Total Partners Capital |
|||||||||||||||
| Class A |
Class B |
|||||||||||||||
| Units |
Amounts |
Units |
Amounts |
|||||||||||||
| BALANCE, December 31, 2001 |
2,806,519 |
$ |
22,003,302 |
|
396,750 |
|
$ |
0 |
$ |
22,003,302 |
| |||||
| Net income |
0 |
|
1,265,197 |
|
0 |
|
|
0 |
|
1,265,197 |
| |||||
| Partnership distributions |
0 |
|
(2,692,632 |
) |
0 |
|
|
0 |
|
(2,692,632 |
) | |||||
| Class B conversion elections |
55,846 |
|
0 |
|
(55,846 |
) |
|
0 |
|
0 |
| |||||
| BALANCE, December 31, 2002 |
2,862,365 |
|
20,575,867 |
|
340,904 |
|
|
0 |
|
20,575,867 |
| |||||
| Net income |
0 |
|
339,254 |
|
0 |
|
|
0 |
|
339,254 |
| |||||
| Partnership distributions |
0 |
|
(681,130 |
) |
0 |
|
|
0 |
|
(681,130 |
) | |||||
| Class B conversion elections |
5,550 |
|
0 |
|
(5,550 |
) |
|
0 |
|
0 |
| |||||
| BALANCE, March 31, 2003 (unaudited) |
2,867,915 |
$ |
20,233,991 |
|
335,354 |
|
$ |
0 |
$ |
20,233,991 |
| |||||
See accompanying notes.
5
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF CASH FLOWS
| (unaudited) Three Months Ended |
||||||||
| March 31, 2003 |
March 31, 2002 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ |
339,254 |
|
$ |
288,426 |
| ||
| Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
| Equity in income of Joint Ventures |
|
(363,262 |
) |
|
(313,233 |
) | ||
| Change in assets and liabilities: |
||||||||
| Accounts payable |
|
7,059 |
|
|
427 |
| ||
| Net cash used in operating activities |
|
(16,949 |
) |
|
(24,380 |
) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Distributions received from Joint Ventures |
|
899,331 |
|
|
804,064 |
| ||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Distributions to partners from accumulated earnings |
|
(679,812 |
) |
|
(684,091 |
) | ||
| NET INCREASE IN CASH AND CASH EQUIVALENTS |
|
202,570 |
|
|
95,593 |
| ||
| CASH AND CASH EQUIVALENTS, beginning of period |
|
53,894 |
|
|
28,901 |
| ||
| CASH AND CASH EQUIVALENTS, end of period |
$ |
256,464 |
|
$ |
124,494 |
| ||
| SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES: |
||||||||
| Joint venture distributions receivable |
$ |
779,756 |
|
$ |
641,372 |
| ||
| Partnership distributions payable |
$ |
681,130 |
|
$ |
667,794 |
| ||
See accompanying notes.
6
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
CONDENSED NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2003 (UNAUDITED)
| 1. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(a) Organization and Business
Wells Real Estate Fund VIII, L.P. (the Partnership) is a public limited partnership organized on August 15, 1994 under the laws of the state of Georgia. The general partners are Leo F. Wells, III and Wells Partners L.P. (Wells Partners), a Georgia nonpublic limited partnership. Upon subscription, limited partners elect to have their units treated as either Class A units or Class B units. Limited partners have the right to change their prior elections to have some or all of their units treated as Class A units 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) 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 6, 1995, the Partnership commenced a public offering of up to $35,000,000 of Class A or Class B limited partnership units pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership commenced active operations on February 24, 1995 upon receiving and accepting subscriptions for 125,000 units. The Partnership terminated this offering on January 4, 1996 upon receiving gross proceeds of $32,042,689, representing subscriptions for approximately 2,613,534 Class A units and 590,735 Class B units held by 1,939 and 302 limited partners, respectively. In March 1997, the Partnership repurchased 1,000 limited partners units.
(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
7
The Partnership owns interests in all of its real estate assets through joint ventures with other Wells Real Estate Funds. As of March 31, 2003, the Partnership owned interests in the following 8 properties through the affiliated joint ventures listed below:
| Joint Venture |
Joint Venture Partners |
Properties | ||
| Fund VI, Fund VII, and VIII Associates (Fund VI-VII-VIII Associates) |
Wells Real Estate Fund VI, L.P. Wells Real Estate Fund VII, L.P. Wells Real Estate Fund VIII, L.P. |
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