UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
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 22, 2013 |
Wells Real Estate Fund VIII, L.P.
(Exact Name of Registrant as Specified in Charter)
Georgia | 000-27888 | 58-2126618 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
6200 The Corners Parkway, Norcross, Georgia | 30092-3365 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (770) 449-7800
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.01. Completion of Acquisition or Disposition of Assets
Disposition of the US Cellular Building
On March 22, 2013, Fund VIII and Fund IX Associates (“Fund VIII-IX Associates”), a joint venture partnership between Wells Real Estate Fund VIII, L.P. (the “Registrant”) and Wells Real Estate Fund IX, L.P., sold a four-story, multi-tenant office building containing approximately 102,000 rentable square feet and located in Madison, Wisconsin (the “US Cellular Building”) to West Terrace Drive Madison, LLC, an unaffiliated third party, for a gross sales price of $8,175,000, exclusive of adjustments and closing costs. The Registrant holds an equity interest of approximately 54.8% in Fund VIII-IX Associates, which owned 100% of the US Cellular Building.
As a result of the sale, Fund VIII-IX Associates received net sale proceeds of approximately $7,882,000, of which approximately $4,319,000 is allocable to the Registrant, and recognized a gain on sale of approximately $2,016,000, of which approximately $1,104,000 is allocable to the Registrant. The gain on sale may be adjusted should additional information become available in subsequent periods. The general partners are reviewing the Registrant's current needs, including anticipated re-leasing costs at it's remaining property, to evaluate the possibility and related timing of a potential distribution of net sale proceeds.
Item 9.01. Financial Statements and Exhibits
(b) | Pro Forma Financial Information. The following pro forma financial statements of the Registrant are submitted at the end of this Current Report on Form 8-K and are filed herewith and incorporated herein by reference: |
Unaudited Pro Forma Financial Statements
Summary of Unaudited Pro Forma Financial Statements | F-1 |
Pro Forma Balance Sheet as of December 31, 2012 | F-2 |
Pro Forma Statement of Operations for the year ended December 31, 2012 | F-3 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
WELLS REAL ESTATE FUND VIII, L.P. (Registrant) | |
By: | WELLS PARTNERS, L.P. General Partner |
By: | WELLS CAPITAL, INC. General Partner |
By: | /s/ Brian M. Davis Brian M. Davis Senior Vice President |
Date: March 27, 2013
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WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
SUMMARY OF UNAUDITED
PRO FORMA FINANCIAL STATEMENTS
This unaudited pro forma information should be read in conjunction with the financial statements and notes of Wells Real Estate Fund VIII, L.P. (the “Registrant”) included in its annual report filed on Form 10-K for the year ended December 31, 2012.
The following unaudited pro forma balance sheet as of December 31, 2012 has been prepared to give effect to the March 22, 2013 sale of the US Cellular Building by Fund VIII and Fund IX Associates (“Fund VIII-IX Associates”), a joint venture partnership between the Registrant and Wells Real Estate Fund IX, L.P., as if the disposition and distribution of net sale proceeds therefrom had occurred on December 31, 2012. The Registrant holds an equity interest of approximately 54.8% in Fund VIII-IX Associates, which owned 100% of the US Cellular Building.
The following unaudited pro forma statement of operations for the year ended December 31, 2012 has been prepared to give effect to the sale of the US Cellular Building as if the disposition had occurred on January 1, 2012.
These unaudited pro forma financial statements are prepared for informational purposes only. This unaudited pro forma statement of operations is not necessarily indicative of future results or of actual results that would have been achieved if the disposition of the US Cellular Building had been consummated as of January 1, 2012. Specifically, the accompanying pro forma statement of operations do not include the Registrant's portion of the nonrecurring gain or loss on sale that would have been recognized if the aforementioned property sale had occurred on January 1, 2012.
F-1
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
PRO FORMA BALANCE SHEET
DECEMBER 31, 2012
(Unaudited)
Historical(a) | Pro Forma Adjustments | Pro Forma Total | |||||||||
Assets: | |||||||||||
Investment in joint ventures | $ | 4,982,117 | $ | (2,842,405 | ) | (b) | $ | 2,139,712 | |||
Cash and cash equivalents | 1,721,154 | 4,318,951 | (c) | 6,040,105 | |||||||
Due from joint ventures | 32,804 | — | 32,804 | ||||||||
Other assets | 5,060 | — | 5,060 | ||||||||
Total assets | $ | 6,741,135 | $ | 1,476,546 | $ | 8,217,681 | |||||
Liabilities: | |||||||||||
Accounts payable and accrued expenses | $ | 8,103 | $ | — | $ | 8,103 | |||||
Due to affiliates | 8,287 | — | 8,287 | ||||||||
Total liabilities | 16,390 | — | 16,390 | ||||||||
Partners' Capital: | |||||||||||
Limited partners: | |||||||||||
Class A - 2,949,979 units outstanding | 6,723,725 | 281,672 | (d) | 7,005,397 | |||||||
Class B - 253,287 units outstanding | — | 1,194,874 | (d) | 1,194,874 | |||||||
General partners | 1,020 | — | 1,020 | ||||||||
Total partners' capital | 6,724,745 | 1,476,546 | 8,201,291 | ||||||||
Total liabilities and partners' capital | $ | 6,741,135 | $ | 1,476,546 | $ | 8,217,681 | |||||
(a) | Historical financial information is presented in accordance with U.S. generally accepted accounting principles (“GAAP”) and has been obtained from the Registrant's annual report on Form 10-K for the year ended December 31, 2012. |
(b) | Reflects the GAAP-basis of the Registrant's investment in the US Cellular Building as of December 31, 2012. |
(c) | Reflects the Registrant's proportionate share of the assumed distribution of net proceeds from Fund VIII-IX Associates as a result of the sale of the US Cellular Building. |
(d) | Reflects the Registrant's proportionate share of the pro forma gain allocated from the sale of the US Cellular Building. The allocation of gain between classes of limited partners is made in accordance with the terms of the Registrant's partnership agreement. |
F-2
WELLS REAL ESTATE FUND VIII, L.P.
(A Georgia Public Limited Partnership)
PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2012
Pro Forma Adjustments | |||||||||||
Historical(a) | US Cellular Building | Pro Forma Total | |||||||||
Equity in Income of Joint Venture | $ | 187,079 | $ | (159,666 | ) | (b) | $ | 27,413 | |||
Interest and Other Income | 1,050 | — | 1,050 | ||||||||
General and Administrative Expenses | 190,277 | — | 190,277 | ||||||||
Net Loss | $ | (2,148 | ) | $ | (159,666 | ) | $ | (161,814 | ) | ||
Net Loss Allocated To: | |||||||||||
Class A Limited Partners | $ | (2,127 | ) | $ | (159,666 | ) | $ | (161,793 | ) | ||
Class B Limited Partners | $ | — | $ | — | $ | — | |||||
General Partners | $ | (21 | ) | $ | — | $ | (21 | ) | |||
Net Loss Per Weighted-Average Limited Partner Unit: | |||||||||||
Class A | $ | 0.00 | $ | (0.05 | ) | $ | (0.05 | ) | |||
Class B | $ | — | $ | — | $ | — | |||||
Weighted-Average Limited Partner Units Outstanding: | |||||||||||
Class A | 2,949,979 | 2,949,979 | |||||||||
Class B | 253,287 | 253,287 | |||||||||
(a) | Historical financial information has been obtained from the Registrant's annual report on Form 10-K for the year ended December 31, 2012. |
(b) | Reflects an adjustment to equity in loss of Fund VIII-IX Associates earned by the Registrant related to the US Cellular Building for the year ended December 31, 2012. The pro forma adjustment represents the Registrant's pro rata share of rental revenues, less operating expenses, management and leasing fees, depreciation, amortization, and administrative costs. This pro forma adjustment does not include the Registrant's pro rata share of the nonrecurring gain or loss on sale that would have been recognized on the sale of the US Cellular Building if the transaction had occurred on January 1, 2012. |
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