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, 2003
or
| ¨ | 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 0-23656
WELLS REAL ESTATE FUND VI, L. P
(Exact name of registrant as specified in its charter)
| Georgia | 58-2022628 | |
| (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 UNIT
(Title of Class)
CLASS B UNIT
(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
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Form 10-K of Wells Real Estate Fund VI, L.P. (the Partnership) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in particular, statements about our plans, strategies and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as may, will, expect, intend, anticipate, estimate, believe, continue, or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. Neither the Partnership nor the general partners make any representations or warranties (expressed or implied) about the accuracy of any such forward-looking statements. Actual results could differ materially from any forward-looking statements contained in this Form 10-K, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Any such forward-looking statements are subject to known and unknown risks, uncertainties and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations; provide distributions to limited partners; and maintain the value of our real estate properties, may be significantly hindered. Following are some of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to differ materially from those presented in certain forward-looking statements:
General economic risks
| | Adverse changes in general economic conditions or local conditions; |
| | Adverse economic conditions affecting the particular industry of one or more of our tenants; |
Real estate risks
| | Our ability to achieve appropriate occupancy levels resulting in sufficient rental amounts; |
| | Supply of or demand for similar or competing rentable space, which may adversely impact our ability to retain or obtain new tenants at lease expiration at acceptable rental amounts; |
| | Tenant ability or willingness to satisfy obligations relating to our existing lease agreements; |
| | Our potential need to fund tenant improvements, lease-up costs, or other capital expenditures out of operating cash flow; |
| | Increases in property operating expenses, including property taxes, insurance, and other costs at our properties; |
| | Our ability to secure adequate insurance at reasonable and appropriate rates to avoid uninsured losses or losses in excess of insured amounts; |
| | Discovery of previously undetected environmentally hazardous or other undetected adverse conditions at our properties; |
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| | Unexpected costs of capital expenditures related to tenant build-out projects or other unforeseen capital expenditures; |
| | Our ability to sell a property when desirable at an acceptable return, including the ability of the purchaser to satisfy any continuing obligations to us; |
Other operational risks
| | Our dependency on Wells Capital, Inc., its key personnel, and its affiliates for various administrative services; |
| | Wells Capital, Inc.s ability to attract and retain high-quality personnel who can provide acceptable service levels to us and generate economies of scale for us over time; |
| | Increases in our administrative operating expenses, including increased expenses associated with operating as a public company; |
| | Changes in governmental, tax, real estate, environmental, and zoning laws and regulations and the related costs of compliance; |
| | Our ability to prove compliance with any governmental, tax, real estate, environmental, and zoning in the event that any such position is questioned by the respective authority; and |
| | Actions of our joint venture partners including potential bankruptcy, business interests differing from ours, or other actions that may adversely impact the operations of joint ventures. |
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PART I
| ITEM 1. | BUSINESS. |
General
Wells Real Estate Fund VI, 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 its general partners (the General Partners). The Partnership was formed on December 1, 1992 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing, and managing income producing properties for investment purposes. Upon subscription, limited partners elect to have their units treated as Class A Units or Class B Units. The 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 every five years and 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 April 5, 1993, the Partnership commenced a public offering of its limited partnership units pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership commenced active operations upon receiving and accepting subscriptions for 125,000 units on May 17, 1993. The offering was terminated on April 4, 1994 at which time the Partnership had sold approximately 1,933,218 Class A Units and 566,782 Class B Units representing capital contributions of $25,000,000 from investors who were admitted to the Partnership as limited partners.
Management believes that the Partnership would ideally operate through the course of the following five key life cycle phases. The time spent in each phase is dependent upon various economic, industry, market, and other internal/external factors. Some overlap naturally exists in the transition from one phase to the next.
| | Fund-raising phase |
The period during which the Partnership is raising capital through the sale and issuance of limited partner units to the public
| | Investing phase |
The period during which the Partnership invests the capital raised during the fund-raising phase, less upfront fees, into the acquisition of real estate assets
| | Holding phase |
The period during which real estate assets are owned and operated by the Partnership during the initial lease terms of the tenants
| | Positioning-for-sale phase |
The period during which the leases in place at the time of acquisition expire and, thus, the Partnership expends time, effort, and funds to re-lease such space to existing and/or new tenants. Following the holding phase, the Partnership continues to own and operate the real estate assets, evaluate various options for disposition, and market the real estate assets for sale
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| | Disposition and Liquidation phase |
The period during which the Partnership sells its real estate investments and distributes net sales proceeds to the partners
Management believes that the Partnership is currently straddling the positioning-for-sale phase and the initial stages of the disposition and liquidation phase and, accordingly, is focusing significant resources on locating suitable replacement tenants and negotiating with prospective acquirers of properties owned through affiliated joint ventures.
Cash management is a chief area of focus for the Partnership. Historically, the Partnership has not taken out borrowings from third-party lenders and, while operating cash flows and net property sales proceeds are withheld to provide for known events from time to time, the Partnership does not maintain as a general rule cash reserves for unknown events. Instead, management prefers to maximize operating cash flows distributed to investors commensurate with the period earned; however, it is likely that during the positioning for sale phase, the Partnership will be required to use cash flow from operations and/or net sale proceeds from the sale of the Partnerships properties, which would otherwise be available for distribution to limited partners, to fund tenant improvements, leasing commissions and other leasing expenses in connection with the re-leasing of the Partnerships properties. The Partnerships cash needs evolve during the course of its life cycle and, accordingly, volatility in operating returns is a natural and expected part of the process.
Employees
The Partnership has no direct employees. The employees of Wells Capital, Inc. (Wells Capital), the general partner of Wells Partners, and Wells Management Company, Inc. (Wells Management), 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 11, Compensation 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, 2003.
Insurance
Wells Management carries comprehensive liability and extended coverage with respect to all of the properties owned by the Partnership through its interests in joint ventures. 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 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, the Partnership will also be in competition with sellers of similar properties to locate suitable purchasers for its properties.
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| ITEM 2. | PROPERTIES. |
The Partnership owns interests in all of its real estate assets through joint ventures with other Wells Real Estate Funds. During the periods presented, the Partnership owned interests in the following nine properties through the affiliated joint ventures listed below (the Joint Ventures):
| Joint Venture |
Joint Venture Partners |
Properties |
Occupancy % as of December 31, |
||||||||||||||||
| 2003 |
2002 |
2001 |
2000 |
1999 |
|||||||||||||||
| Fund I, II, II-OW, VI, and VII Associates (Fund I-II-IIOW-VI-VII Associates) |
Wells Real Estate Fund I Fund II and Fund II-OW** Wells Real Estate Fund VI, L.P. Wells Real Estate Fund VII, L.P.
|
1. Cherokee Commons* A retail shopping center located in Cherokee County, Georgia |
| | | 98 | % | 97 | % | ||||||||||
| Fund II, III, VI and VII Associates (Fund II-III-VI-VII Associates) |
Fund II and Fund III Associates Wells Real Estate Fund VI, L.P. Wells Real Estate Fund VII, L.P.
|
2. Holcomb Bridge Property An office/retail center located in Roswell, Georgia |
83 | % | 60 | % | 90 | % | 92 | % | 100 | % | |||||||
| Fund V and Fund VI Associates (Fund V-VI Associates) |
Wells Real Estate Fund V, L.P. Wells Real Estate Fund VI, L.P. |
3. Stockbridge Village II Two retail buildings located in Stockbridge, Georgia |
100 | % | 93 | % | 100 | % | 100 | % | 100 | % | |||||||
| 4. Hartford Building**** A four-story office building located in Hartford, Connecticut
|
| 100 | % | 100 | % | 100 | % | 100 | % | ||||||||||
| Fund V, Fund VI and Fund VII Associates (Fund V-VI-VII Associates)
|
Wells Real Estate Fund V, L.P. Wells Real Estate Fund VI, L.P. Wells Real Estate Fund VII, L.P.
|
5. Marathon Building A three-story office building located in Appleton, Wisconsin |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||||
| Fund VI and Fund VII Associates (Fund VI-VII Associates) |
Wells Real Estate Fund VI, L.P. Wells Real Estate Fund VII, L.P. |
6. Stockbridge Village I Expansion A retail shopping center expansion located in Stockbridge, Georgia |
100 | % | 81 | % | 100 | % | 100 | % | 86 | % | |||||||
| 7. Stockbridge Village III Two retail buildings located in Stockbridge, Georgia
|
94 | % | 84 | % | 91 | % | 100 | % | 100 | % | |||||||||
| Fund VI, Fund VII and Fund 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. |
8. BellSouth Building A four-story office building located in Jacksonville, Florida |
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | |||||||
| 9. Tanglewood Commons***** A retail center located in Clemmons, North Carolina
|
99 | % | 99 | % | 100 | % | 100 | % | 91 | % | |||||||||
| * | This property was sold in October 2001. |
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| ** | Fund II and Fund II-OW (Fund II-IIOW Associates) is a joint venture between Wells Real Estate Fund II and Wells Real Estate Fund II-OW. |
| *** | Fund II-III Associates is a joint venture between Fund II-IIOW Associates and Wells Real Estate Fund III, L.P. |
| **** | This property was sold in August 2003. |
| ***** | An outparcel of this property was sold in October 2002. |
Each of the aforementioned properties was acquired on an all-cash basis. The investment objectives of each of the joint venture partners listed in the above table are substantially identical to those of the Partnership. The Partnership does not have control over the operations of the Joint Ventures; however, it does exercise significant influence. Accordingly, investments in Joint Ventures are recorded using the equity method of accounting.
As of December 31, 2003, the lease expirations scheduled during the following ten years for all properties in which the Partnership owned an interest through the Joint Ventures, 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 |
Partnerships Share of Annualized Gross Base Rent |
Percentage of Total Square Feet Expiring |
Percentage of Total Annualized Gross Base Rent |
||||||||||
| 2004 |
7 | 21,084 | $ | 408,271 | $ | 164,271 | 7.5 | % | 8.7 | % | ||||||
| 2005 |
10 | 18,139 | 314,368 | 111,431 | 6.4 | 6.7 | ||||||||||
| 2006(1) |
12 | 120,796 | 2,201,350 | 772,391 | 42.7 | 46.9 | ||||||||||
| 2007 |
6 | 8,668 | 152,608 | 56,988 | 3.1 | 3.3 | ||||||||||
| 2008 |
5 | 14,779 | 260,037 | 125,448 | 5.2 | 5.5 | ||||||||||
| 2009 |
2 | 5,866 | 91,402 | 25,454 | 2.1 | 1.9 | ||||||||||
| 2010(2) |
1 | 43,932 | 549,150 | 229,709 | 15.5 | 11.7 | ||||||||||
| 2011 |
1 | 6,732 | 144,065 | 64,541 | 2.4 | 3.1 | ||||||||||
| 2013(3) |
3 | 42,684 | 570,429 | 210,006 | 15.1 | 12.2 | ||||||||||
| 47 | 282,680 | $ | 4,691,680 | $ | 1,760,239 | 100 | % | 100 | % | |||||||
| (1) | BellSouth lease (approximately 69,400 square feet) and American Express lease at the BellSouth Building (approximately 22,600 square feet). |
| (2) | Marathon lease (approximately 44,000 square feet), executed January 2004. |
| (3) | Vichrow Krause lease at the Marathon Building (approximately 27,000 square feet). |
The Joint Ventures and properties in which the Partnership owns an interest during the periods presented are further described below:
Fund I-II-IIOW-VI-VII Associates
Fund I-II-IIOW-VI-VII Associates was formed for the purpose of developing, owning and operating Cherokee Commons, a retail shopping center comprised of approximately 104,000 net rentable square feet located in metropolitan Atlanta, Cherokee County, Georgia. Cherokee Commons was initially acquired and developed through a joint venture between Fund II-IIOW Associates and Wells Real Estate Fund I. On August 1, 1995, the joint venture between Fund II-IIOW Associates and Wells Real Estate Fund I contributed Cherokee Commons, and Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P. contributed approximately $1 million each in order to fund the additional build-out of Cherokee Commons upon the creation of Fund I-II-IIOW-VI-VII Associates.
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On October 1, 2001, Fund I-II-IIOW-VI-VII Associates sold Cherokee Commons for net sale proceeds of approximately $8,414,089 and recognized a gain of approximately $1,725,015 on the sale, of which approximately $886,000 and $182,000, respectively, were allocated to the Partnership.
The average effective rental rate per square foot at Cherokee Commons was $7.31 through September 30, 2001, $9.31 for 2000, and $9.11 for 1999.
Fund II-III-VI-VII Associates
On January 10, 1995, Fund II-III-VI-VII Associates was formed for the purpose of developing, owning, and operating the Holcomb Bridge Property. As of December 31, 2003, the Partnership, Fund II-III Associates, and Wells Real Estate Fund VII, L.P. owned approximately 26%, 24%, and 50%, respectively, of the following property based on their respective cumulative capital contributions to Fund II-III-VI-VII Associates:
Holcomb Bridge Property
In January 1995, Fund II-III Associates contributed approximately 4.3 acres of land at the intersection of Warsaw Road and Holcomb Bridge Road in Roswell, Fulton County, Georgia (the Brookwood Property), including land improvements, to Fund II-III-VI-VII Associates for the development and construction of two buildings containing a total of approximately 49,500 square feet. Upon construction, this property became known as the Holcomb Bridge Property.
As of December 31, 2003, four tenants occupied approximately 57% of the Holcomb Bridge Property, with two tenants, Bertuccis Restaurant and American Trust Bancorp, occupying approximately 12% and 26% under leases for approximately 5,935 square feet and 12,786 square feet, respectively. The Bertuccis Restaurant lease requires annual base rental payments of $127,850 and expires in February 2006. The American Trust Bancorp lease requires annual base rental payments of $140,646 and expires in July 2013. During 2003, occupancy of the Holcomb Bridge Property increased by approximately 23% to 83%. Management is actively seeking replacement tenants for the vacant space at this property.
The average effective annual rental rate per square foot at the Holcomb Bridge Property was $12.92 for 2003, $12.97 for 2002, $17.07 for 2001, $17.55 for 2000, and $19.36 for 1999.
Fund V-VI Associates
On December 27, 1993, Fund V-VI Associates was formed for the purpose of developing, owning, and operating commercial properties. As of December 31, 2003, the Partnership and Wells Real Estate Fund V, L.P. owned interests of approximately 54% and 46%, respectively, in the following properties based on their respective cumulative capital contributions to Fund V-VI Associates:
Stockbridge Village II
On November 12, 1993, Wells Real Estate Fund V, L.P. purchased approximately 2.46 acres of real property located in Clayton County, Stockbridge, Georgia. On July 1, 1994, Wells Real Estate Fund V, L.P. contributed the property as a capital contribution to Fund V-VI Associates. Construction of an approximately 5,400 square feet retail building was completed in November 1994. A second retail building containing approximately 10,400 square feet was completed in June 1995.
100% of the first building (approximately 34% of the premises) is leased to Apple Restaurants, Inc. (Applebees) for a term of nine years and eleven months, which commenced in September 1994 and will expire in August 2004. The annual base rent under the Applebees lease was $125,982 through December 15,
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1999, at which time annual base rent increased to $137,700. Management will actively pursue prospective replacement tenants during 2004. The second building is occupied by multiple tenants, none of whom occupy more than 10% of the premises.
Lillys LLC/Taco Mac (Taco Mac), a restaurant tenant, leases approximately 52% of the second building (approximately 34% of the premises) for a term of five years and three months, which commenced in February 2003 and will expire in April 2008. Under the Taco Mac lease, annual base rent is payable at $92,118 through January 31, 2004; $93,972 from February 1, 2004 through January 31, 2005; $95,827 from February 1, 2005 through January 31, 2006; $97,736 from February 1, 2006 through January 31, 2007; $99,699 from February 1, 2007 through January 31, 2008; and $101,717 thereafter. Tokyo Japanese Steakhouse (Tokyo), a restaurant tenant, leases the remainder of the second building (approximately 32% of the premises) for a term of nine years and eleven months, which commenced in February 1997 and will expire in December 2006. Under the Tokyo lease, annual base rent is payable at $91,926 through January 31, 2004; $94,411 from February 1, 2004 through January 31, 2005; $96,896 from February 1, 2005 through January 31, 2006; and $99,380 thereafter.
The average effective annual rental rate per square foot at Stockbridge Village II was $19.56 for 2003, $18.91 for 2002, $17.23 for 2001, $19.70 for 2000, and $19.66 for 1999.
Hartford Building
On December 29, 1993, Fund V-VI Associates purchased the Hartford Building, a four-story office building containing approximately 71,000 rentable square feet, from Hartford Accident and Indemnity Company. The Hartford Building is located on approximately 5.56 acres of land located in Southington, Hartford County, Connecticut.
On August 12, 2003, Fund V-VI Associates sold the Hartford Building to an unrelated third party for a gross sales price of $8,925,000, less agreed-upon credits of $457,500. As a result of this sale, net proceeds of approximately $4,400,000 and gain of approximately $1,400,000 were allocated to the Partnership.
The average effective annual rental rate per square foot at the Hartford Building was $7.32 through August 12, 2003, $10.16 for the year ended December 31, 2002, and $10.11 for the years ended December 31, 2001, 2000, and 1999.
Fund V-VI-VII Associates
On September 8, 1994, Fund V-VI-VII Associates was formed for the purpose of owning and operating the Marathon Building. As of December 31, 2003, the Partnership, Wells Real Estate Fund V, L.P., and Wells Real Estate Fund VII, L.P. owned approximately 42%, 16%, and 42%, respectively, of the following property based on their respective cumulative capital contributions to Fund V-VI-VII Associates:
Marathon Building
On September 16, 1994, Fund V-VI-VII Associates purchased the Marathon Building, a three-story office building comprised of approximately 76,000 rentable square feet located on approximately 6.2 acres of land in Appleton, Wisconsin.
100% of the Marathon Building was under a lease with Jaakko Pyry Flour Daniel (Jaakko) through December 31, 2003. Effective January 2004, Jaakko entered into a seven-year lease for approximately 44,000 square feet (or 58% of the building), and Virchow Krause entered into a ten-year lease for approximately 27,000 square feet (or 35% of the building). In connection with negotiating these leases, Fund V-VI-VII Associates will absorb free rent under the Jaakko lease and Virchow Krause lease through August 2004 and January 2005, respectively. After the respective free rent periods, Jaacko and Virchow Krause will be obligated to pay base monthly rent of approximately $45,700 and $24,000, respectively.
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The average effective annual rental rate per square foot at the Marathon Building was $12.77 for 2003, $12.79 for 2002 and $12.78 for 2001, 2000, and 1999.
Fund VI-VII Associates
On December 9, 1994, Fund VI-VII Associates was formed for the purpose of developing, owning, and operating commercial properties. As of December 31, 2003, the Partnership and Wells Real Estate Fund VII, L.P. owned interests of approximately 45% and 55%, respectively, in the following properties based on their respective cumulative capital contributions to Fund VI-VII Associates:
Stockbridge Village III
In April 1994, the Partnership purchased 3.27 acres of real property located in Clayton County and Henry County, Georgia for a cost of $1,015,673. On December 9, 1994, the Partnership contributed this property to Fund VI-VII Associates.
Fund VI-VII Associates developed this property into two multi-use buildings. The first building includes a 3,200-square -foot restaurant, the development of which was completed in March 1995 and is currently leased to RMS/Fazolis for a period of thirteen years, commencing on December 10, 1998. The second building includes an approximately 15,000-square-foot outparcel building, the development of which was completed in October 1995. In October 2001, Stockbridge Ribs, Inc. took occupancy of 6,732 square feet with a lease for ten years. Four other tenants occupy the approximate remaining 6,500 square feet of this building.
The average effective annual rental rate per square foot at Stockbridge Village III was $18.35 for 2003, $18.35 for 2002, $14.99 for 2001, $17.05 for 2000, and $17.08 for 1999.
Stockbridge Village I Expansion
On June 7, 1995, Fund VI-VII Associates purchased 3.38 acres of real property located in Clayton County and Henry County, Stockbridge, Georgia for $718,000. Stockbridge Village I Expansion consists of a multi-tenant shopping center comprised of approximately 29,200 square feet. Construction was substantially complete in April 1996, as Cicis Pizza took occupancy of approximately 4,000 square feet. The term of the Cicis Pizza lease is nine years and eleven months and commenced upon occupancy.
The average effective annual rental rate per square foot at Stockbridge Village I Expansion was $14.05 for 2003, $13.65 for 2002, $13.87 for 2001, $11.97 for 2000, and $10.74 for 1999.
Fund VI-VII-VIII Associates
On April 17, 1995, Fund VI-VII-VIII Associates was formed for the purpose of developing, owning, and operating commercial properties. As of December 31, 2003, the Partnership, Wells Real Estate Fund VII, L.P., and Wells Real Estate Fund VIII, L.P. owned approximately 34%, 33%, and 32%, respectively, of the following two properties based on their respective cumulative capital contributions to Fund VI-VII-VIII Associates:
BellSouth Building
On April 25, 1995, Fund VI-VII-VIII Associates purchased a 5.55-acre parcel of land in Jacksonville, Florida for the purpose of developing an office building. Upon completing the construction of an approximately 92,000-square-foot office building in May 1996, BellSouth Advertising and Publishing Corporation (BellSouth), a subsidiary of BellSouth Company, took occupancy of approximately 66,000 square feet and American Express Travel Related Services Company, Inc. (American Express) took occupancy of approximately 23,000 square feet. BellSouth took occupancy of an additional approximate 3,000 square feet in December 1996.
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The BellSouth lease is for a term of nine years and eleven months with an option to extend for an additional five-year period at the currently prevailing market rate. The annual base rent payable during the initial term is $1,094,426 for the first five years and $1,202,034 for the balance of the initial lease term. The original American Express lease was for a term of five years with an annual base rent of $369,851 and expired in June 2001. American Express renewed its lease for five years at an annual base rent of $405,117 for the first year, with a cumulative three percent escalation each year thereafter. BellSouth and American Express are required to pay additional rent equal to their share of operating expenses during their respective lease terms.
The average effective annual rental rate per square foot at the BellSouth Building was $17.14 for 2003, $16.99 for 2002, $16.65 for 2001, and $16.36 for 2000 and 1999.
Tanglewood Commons
On May 31, 1995, Fund VI-VII-VIII Associates purchased a 14.683-acre tract of real property located in Clemmons, Forsyth County, North Carolina. Fund VI-VII-VIII Associates constructed a strip-mall shopping center building containing approximately 67,320 gross square feet on a 12.48-acre tract of land. The remaining 2.2-acre portion of the property consists of four outparcels which have been graded and held for future development or resale.
In February 1997, Harris Teeter, Inc. (Harris Teeter), a regional supermarket chain, executed a lease for a minimum of approximately 45,000 square feet with an initial term of twenty years with extension options of four successive five-year periods with the same terms as the initial lease. The annual base rent during the initial term is $488,250. In addition, Harris Teeter has agreed to pay percentage rents equal to one percent of the amount by which Harris Teeters gross sales exceed $35,000,000 for any lease year.
On October 7, 2002, Fund VI-VII-VIII Associates sold an outparcel of land at Tanglewood Commons to an unrelated third party for a gross sales price of $558,570. As a result of this sale, a gain of approximately $4,500 and net proceeds of $180,000 were attributable to the Partnership.
The average effective annual rental rate per square foot at Tanglewood Commons was $12.90 for 2003, $12.85 for 2002, $13.02 for 2001, $12.53 for 2000, and $11.48 for 1999.
PROXY TO LIQUIDATE
Under Section 20.2 of the partnership agreement, limited partners holding 10% or more of the outstanding units have the right, at any time commencing eight years after the termination of the Partnerships offering of units (or commencing April 4, 2002), to provide a written request to the General Partners directing the General Partners to formally proxy the limited partners to determine whether the assets of the Partnership should be liquidated.
| 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 2003.
| 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 2003.
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PART II
| ITEM 5. | MARKET FOR PARTNERSHIPS UNITS AND RELATED SECURITY HOLDER MATTERS. |
As of February 15, 2004, the Partnership had 2,293,127 outstanding Class A Units held by a total of 1,649 limited partners and 206,873 outstanding Class B Units held by a total of 186 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 during the period presented, to be approximately $8.93 per Class A Unit and $8.93 per Class B Unit, based upon market conditions existing in early December 2003. In connection with the estimated property 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 deemed reasonable and were prepared in accordance with appropriate methods for valuing real estate; 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 on a number of assumptions which may not be accurate or complete. For example, these estimated valuations assumed, and are applicable only to, limited partners who purchased their units in the Partnerships original offering and have made no conversion elections under the partnership agreement. 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.
Net proceeds available for distribution upon the sale of the Partnerships properties are initially distributed equally to limited partners holding Class A Units and Class B Units on a per-unit basis until they receive a return of their initial capital contributions. See Note 1 to the financial statements included in this report for a more detailed description of the methodology for distributing net sale proceeds from the sale of the Partnerships properties to the limited partners.
Cash available for distribution to the limited partners is distributed on a quarterly basis. Under the partnership agreement, distributions from net cash from operations are allocated first to the limited partners holding Class A Units (and limited partners holding Class B Units that have elected a conversion right that allows them to share in the distribution rights of limited partners holding Class A Units) until they have received 10% of their adjusted capital contributions. Net Cash From Operations, as defined in the partnership agreement to mean cash flow, less
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adequate cash reserves for other obligations of the Partnership for which there is no provision, but are initially allocated none of the depreciation, amortization, cost recovery and interest expense. These items are allocated to Class B Unit holders until their capital account balances have been reduced to zero. Cash available for distribution is then distributed to the General Partners until they have received an amount equal to 10% of cash distributions previously distributed to the limited partners. Any remaining cash available for distribution is split between the limited partners holding Class A Units and the General Partners on a basis of 90% and 10%, respectively. No distributions will be made to the limited partners holding Class B Units. No distributions have been made to the General Partner or holders of Class B Units as of December 31, 2003.
Cash distributions made to limited partners holding Class A Units (and limited partners holding Class B Units that have elected a conversion right) during 2002 and 2003 were as follows:
| Distributions for Quarter Ended |
Total Cash Distributed |
Per Class A Unit | |||||||
| Investment Income |
Return of Capital | ||||||||
| March 31, 2002 |
$ | 448,286 | $ | 0.11 | $ | 0.09 | |||
| June 30, 2002 |
$ | 448,743 | $ | 0.12 | $ | 0.08 | |||
| September 30, 2002 |
$ | 449,743 | $ | 0.11 | $ | 0.09 | |||
| December 31, 2002 |
$ | 255,275 | $ | 0.06 | $ | 0.05 | |||
| March 31, 2003 |
$ | 284,772 | $ | 0.12 | $ | ||||