WELLS REAL ESTATE FUND XI L P - 10-Q Quarterly Report

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

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 0-25731

WELLS REAL ESTATE FUND XI, L.P.

(Exact name of registrant as specified in its charter)

Georgia		58-2250094
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

6200 The Corners Pkwy., Norcross, Georgia		30092
(Address of principal executive offices)		(Zip Code)

Registrant’s 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 ¨

FORM 10-Q

WELLS REAL ESTATE FUND XI, L.P.

(A Georgia Public Limited Partnership)

INDEX

		Page No.
PART I. FINANCIAL INFORMATION
		3
Item 1.	Financial Statements

	Balance Sheets—June 30, 2002 (unaudited) and December 31, 2001	4

	Statements of Income for the Three Months and Six Months ended June 30, 2002 (unaudited) and 2001 (unaudited)	5

	Statements of Partners’ Capital for the Year Ended December 31, 2001 and the Six Months Ended June 30, 2002 (unaudited)	6

	Statements of Cash Flows for the Six Months Ended June 30, 2002 (unaudited) and 2001 (unaudited)	7

	Condensed Notes to Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

PART II. OTHER INFORMATION		15

Exhibit Index		16

Exhibit 99.1—Certification of Chief Executive Officer

Exhibit 99.2—Certification of Chief Financial Officer

PART I. FINANCIAL INFORMATION

Effective July 3, 2002, Wells Real Estate Fund XI (the “Partnership”) engaged Ernst & Young LLP (“Ernst & Young”) as its principal accountants to audit the Partnership’s financial statements. In accordance with the relief granted to former auditing clients of Arthur Andersen LLP in SEC Release No. 34-45589, Ernst & Young completed its review of the unaudited financial statements of the Partnership for the quarter ended March 31, 2002 pursuant to Rule 10-01(d) of Regulation S-X within the 60-day period allowed pursuant to the SEC Release, and no material modifications to the previously reported financial information were required.

WELLS REAL ESTATE FUND XI, L.P.

(A Georgia Public Limited Partnership)

BALANCE SHEETS

	(unaudited) June 30, 2002		December 31, 2001
ASSETS:
Investments in joint ventures (Note 2)	$	13,068,529	$	13,276,778
Cash and cash equivalents		12,983		17,542
Due from affiliates		345,157		348,632
Accounts receivable		9,326		1,278

Total assets	$	13,435,995	$	13,664,230

LIABILITIES AND PARTNERS’ CAPITAL:
Liabilities:
Due to affiliates	$	35,000	$	15,000
Partnership distributions payable		322,705		328,151

Total liabilities		357,705		343,151

Partners’ capital:
Limited partners:
Class A—1,358,756 units and 1,346,256 units outstanding as of June 30, 2002 and December 31, 2001, respectively		12,106,369		12,070,817
Class B—294,524 units and 307,024 units outstanding as of June 30, 2002 and December 31, 2001, respectively		971,921		1,230,262

Total partners’ capital		13,078,290		13,301,079

Total liabilities and partners’ capital	$	13,435,995	$	13,644,230

The accompanying notes are an integral part of these balance sheets.

WELLS REAL ESTATE FUND XI, L.P.

(A Georgia Public Limited Partnership)

STATEMENTS OF INCOME

	(unaudited) Three Months Ended						(unaudited) Six Months Ended
	June 30, 2002			June 30, 2001			June 30, 2002			June 30, 2001

REVENUES:
Equity in income of joint ventures (Note 2)	$	243,725		$	239,787		$	466,253		$	476,007
Interest income		0			0			628			1,635

		243,725			239,787			466,881			477,642

EXPENSES:
Partnership administration		19,850			19,833			33,338			29,728
Legal and accounting		3,335			4,080			11,621			13,860
Computer costs		1,634			4,307			3,457			5,508

		24,819			28,220			48,416			49,096

NET INCOME	$	218,906		$	211,567		$	418,465		$	428,546

NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS	$	351,250		$	334,218		$	673,528		$	673,851

NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS	$	(132,344	)	$	(122,651	)	$	(255,063	)	$	(245,305	)

NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT	$	0.26		$	0.25		$	0.50		$	0.50

NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT	$	(0.45	)	$	(0.39	)	$	(0.84	)	$	(0.79	)

CASH DISTRIBUTION PER CLASS A LIMITED PARTNER UNIT	$	0.24		$	0.24		$	0.48		$	0.49

The accompanying notes are an integral part of these statements.

WELLS REAL ESTATE FUND XI, L.P.

(A Georgia Public Limited Partnership)

STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2001

AND THE SIX MONTHS ENDED JUNE 30, 2002 (UNAUDITED)

	Limited Partners									Total Partners’ Capital
	Class A				Class B
	Units	Amounts			Units		Amounts
BALANCE, December 31, 2000	1,341,356	$	11,993,987		311,924		$	1,745,547		$	13,739,534
Net income (loss)	0		1,361,828		0			(491,478	)		870,350
Partnership distributions	0		(1,308,805	)	0			0			(1,308,805	)
Class B conversions	4,900		23,807		(4,900	)		(23,807	)		0

BALANCE, December 31, 2001	1,346,256		12,070,817		307,024			1,230,262			13,301,079
Net income (loss)	0		673,528		0			(255,063	)		418,465
Partnership distributions	0		(641,254	)	0			0			(641,254	)
Class B conversions	12,500		3,278		(12,500	)		(3,278	)		0

BALANCE, June 30, 2002 (unaudited)	1,358,756	$	12,106,369		294,524		$	971,921		$	13,078,290

The accompanying notes are an integral part of these statements.

WELLS REAL ESTATE FUND XI, L.P.

(A Georgia Public Limited Partnership)

STATEMENTS OF CASH FLOWS

	(unaudited) Six Months Ended
	June 30, 2002			June 30, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	418,465		$	428,546
Adjustments to reconcile net income to net cash used in operating activities:
Equity in earnings of joint venture		(466,253	)		(476,007	)
Changes in assets and liabilities:
Prepaid expenses and other assets		0			(12,621	)
Accounts receivable		(8,048	)		(486	)
Due to affiliates		20,000			0

Net cash used in operating activities		(35,836	)		(60,568	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Distributions received from joint ventures		677,977			679,799

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to partners		(646,700	)		(653,918	)

NET DECREASE IN CASH AND CASH EQUIVALENTS		(4,559	)		(34,687	)
CASH AND CASH EQUIVALENTS, beginning of year		17,542			77,460

CASH AND CASH EQUIVALENTS, end of period	$	12,983		$	42,773

The accompanying notes are an integral part of these statements.

WELLS REAL ESTATE FUND XI, L.P.

(A Georgia Public Limited Partnership)

CONDENSED NOTES TO FINANCIAL STATEMENTS

June 30, 2002

(Unaudited)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Organization and Business

Wells Real Estate Fund XI, 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 June 20, 1996 for the purpose of acquiring, developing, owning, operating, improving, leasing, and otherwise managing income producing commercial properties for investment purposes. 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) 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 December 31, 1997, 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 under the Securities Act of 1933. The Partnership commenced active operations on March 3, 1998 upon receiving and accepting subscriptions for 125,000 units. The offer terminated on December 30, 1998 at which time approximately 1,302,942 and 350,338 units had been sold to 1,250 and 95 Class A and Class B Limited Partners, respectively, for total limited partner capital contributions of $16,532,802. As of June 30, 2002, the Partnership had paid a total of $578,648 in acquisition and advisory fees and acquisition expenses and $2,066,600 in selling commissions and organization and offering expenses and invested $3,357,436 in Fund IX-X-XI-REIT Associates, $2,398,767 in Fund X-XI Associates, and $8,131,351 in Fund XI-XII-REIT Associates.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

The Partnership owns interests in all of its real estate assets through joint ventures with other Wells Real Estate Funds. As of June 30, 2002, the Partnership owned interests in the following 11 properties through the affiliated joint ventures listed below:

Joint Venture	Joint Venture Partners	Properties

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.*	1. Alstom Power-Knoxville Building A three-story office building located in Knoxville, Tennessee 2. 360 Interlocken Building A three-story office building located in Boulder County, Colorado 3. Avaya Building A one-story office building located in Oklahoma City, Oklahoma 4. Iomega Building A single-story warehouse and office building located in Ogden, Weber County, Utah 5. Ohmeda Building A two-story office building located in Louisville, Boulder County, Colorado

Fund X-XI Associates-Orange County	—Wells Real Estate Fund X, L.P. —Wells Real Estate Fund XI, L.P.	6. Cort Building A one-story office and warehouse building located in Fountain Valley, California

Fund X-XI Associates-Freemont	—Wells Real Estate Fund X, L.P. —Wells Real Estate Fund XI, L.P.	7. Fairchild Building A two-story warehouse and office building located in Fremont, California

Fund XI-XII-REIT Associates	—Wells Real Estate Fund XI, L.P. —Wells Real Estate Fund XII, L.P. —Wells Operating Partnership, L.P.*	8. Eybl Cartex Building A two-story manufacturing and office building located in Fountain Inn, South Carolina 9. Sprint Building A three-story office building located in Leadwood, Johnson County, Kansas 10. Johnson Matthey Building A one-story office building and warehouse located in Tredyffin Township, Chester County, Pennsylvania 11. Gartner Building A two-story office building located in Ft. Myers, Lee County, Florida

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. For further information regarding the foregoing joint ventures and properties, refer to the report filed for the Partnership Form 10-K for the year ended December 31, 2001.

(b) Basis of Presentation

The financial statements of the Partnership have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) for complete financial statements. The quarterly statements included herein have not been examined by independent accountants. However, in the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly present the results for such periods. Interim results for 2002 are not necessarily indicative of results for the year. For further information, refer to the financial statements and footnotes included in the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.

(c) Distributions of Net Cash From Operations

As defined by the partnership agreement, cash available for distributions is distributed quarterly on a cumulative non-compounded basis to the limited partners as follows:

•

First, to all Class A limited partners until such limited partners have received distributions equal to a 10% per annum return on their respective adjusted capital contributions, as defined.

•

Second, to the General Partners until each general partner has received distributions equal to 10% of total distributions declared by the Partnership per annum.

•

Third, to the Class A limited partners and the General Partners allocated on a basis of 90% and 10%, respectively.

No distributions will be made to the limited partners holding Class B units.

(d) Impairment of Real Estate Assets

On January 1, 2002, the Partnership adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under the new guidance, management reviews each of the properties in which it holds an interest for impairment when there is an event or change in circumstances that indicates the carrying amount of the asset may not be recoverable and the future undiscounted cash flows expected to be generated by the asset are less than its carrying amount. If such assets are considered to be impaired, the Partnership records impairment losses and reduces the carrying amount of impaired assets to an amount that reflects the fair value of the assets at the time impairment is evident. Management also reviews estimated selling prices of assets held for sale and records impairment losses to reduce the carrying amount of assets held for sale when the carrying amounts exceed the estimated selling prices less costs to sell. Also, material long-lived assets held for sale are separately identified in the balance sheets and their related net operating income is segregated as income from discontinued operations in the statements of income. In addition, depreciation of long-lived assets held for sale is not recorded. If an asset held for sale reverts to an asset used in operations, the asset will be measured at the lower of the original carrying cost, adjusted for the forgone depreciation, or the fair value at the date of the decision to hold the asset.

2. INVESTMENTS IN JOINT VENTURES

(a) Basis of Presentation

The Partnership owned interests in 11 properties as of June 30, 2002 through its ownership in the joint ventures described in Note 1. The Partnership does not have control over the operations of these joint ventures; however, it does exercise significant influence. Accordingly, investments in joint ventures are recorded using the equity method of accounting. For further information regarding investments in joint ventures, see the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.

(b) Summary of Operations

The following information summarizes the operations of the unconsolidated joint ventures in which the Partnership held ownership interests for the three and six months ended June 30, 2002 and 2001:

	Total Revenues				Net Income				Partnership’s Share of Net Income
	Three Months Ended				Three Months Ended				Three Months Ended
	June 30, 2002		June 30, 2001		June 30, 2002		June 30, 2001		June 30, 2002		June 30, 2001
Fund IX-X-XI-REIT Associates	$	1,158,847	$	1,087,746	$	619,173	$	734,418	$	54,741	$	64,930
Fund X-XI Associates-Orange County		200,022		198,881		140,206		131,374		33,163		30,912
Fund X-XI Associates-Fremont		227,782		225,178		140,944		135,990		13,312		13,216
Fund XI-XII-REIT Associates		877,713		847,857		545,009		499,960		142,509		130,729

	$	2,464,364	$	2,359,662	$	1,445,332	$	1,501,742	$	243,725	$	239,787

	Total Revenues				Net Income				Partnership’s Share of Net Income
	Six Months Ended				Six Months Ended				Six Months Ended
	June 30, 2002		June 30, 2001		June 30, 2002		June 30, 2001		June 30, 2002		June 30, 2001
Fund IX-X-XI-REIT Associates	$	2,235,149	$	2,181,096	$	1,173,441	$	1,372,853	$	103,744	$	121,374
Fund X-XI Associates-Orange County		399,283		398,468		269,956		265,127		63,852		62,384
Fund X-XI Associates-Fremont		453,224		450,356		276,892		278,602		26,153		27,048
Fund XI-XII-REIT Associates		1,717,083		1,689,371		1,042,158		1,014,237		272,504		265,201

	$	4,804,739	$	4,719,291	$	2,762,447	$	2,930,819	$	446,253	$	476,007

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operation

The following discussion and analysis should be read in conjunction with the accompanying financial statements and notes thereto.

(a) Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including discussion and analysis of the financial condition of the Partnership, anticipated capital expenditures required to complete certain projects, amounts of cash distributions anticipated to be distributed to limited partners in the future and certain other matters. Readers of this Report should be aware that there are various factors that may cause actual results to differ materially from any forward-looking statements made in this report, including construction costs which may exceed estimates, construction delays, lease-up risks, inability to obtain new tenants upon the expiration of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flows.

(b) Results of Operations

Gross Revenues

Gross revenues decreased to $466,881 for the six months ended June 30, 2002 from $477,642 for the six months ended June 30, 2001 primarily due to (i) a decrease in common area maintenance adjustments recorded in the second quarter of 2002 related to 2001 reimbursements billing to tenants at the 360 Interlocken Building and the Alstom Power-Knoxville Building (tenants are billed for common area maintenance reimbursements at estimated amounts, which are reconciled as tenants are billed (credited) for the net annual under (over) billings in the following year), (ii) reduced interest income for all joint ventures due to the general decline in interest rates, (iii) increased tax expenses for the Gartner Building resulting from the Florida state sales tax audit conducted in 2001, partially offset by increased rental renewal rates at the 360 Interlocken Building.

Expenses

Expenses remained relatively stable at $48,416 for the six months ended June 30, 2002 compared to $49,096 for the six months ended June 30, 2001.

As a result, net income decreased to $418,465 for the six months ended June 30, 2002 from $428,546 for the same period in 2001.

Distributions

The Partnership declared cash distributions of investment income to limited partners holding Class A units of $0.48 and $0.49 per unit for each of the six months ended June 30, 2002 and 2001, respectively. The General Partners anticipate that distributions per unit to limited partners holding Class A units will continue in 2002 at a level at least comparable with 2001 cash distributions on an annual basis. No cash distributions were declared to limited partners holding Class B units.

(c) Liquidity and Capital Resources

Net cash used in operating activities decreased to $35,836 for the six months ended June 30, 2002 from $60,568 for the six months ended June 30, 2001 primarily as a result of borrowing $20,000 from Fund XI-XII-REIT Associates, an affiliated Wells entity, during the second quarter of 2002 in order to fund expenses at partnership level. The Partnership anticipates repaying these funds in full during the third and fourth quarters of 2002. Net cash provided by investing activities decreased slightly to $677,977 for the six months ended June 30, 2002 from $679,799 for the six months ended June 30, 2001. Net cash used in financing activities decreased to $646,700 for the six months ended June 30, 2002 from $653,918 for the six months ended June 30, 2001 primarily due to the decrease in cash generated from joint ventures during the first quarter of 2002 as compared to the same period in 2001; the Partnership receives distributions based on the cash flows generated from joint ventures during the respective immediately preceding quarterly accounting periods.

The Partnership expects to continue to meet its short-term liquidity requirements and budget demands generally through net cash provided by operations which the Partnership believes will continue to be adequate to meet both operating requirements and distributions to limited partners. Although there is no assurance, the General Partners anticipate that cash distributions to limited partners holding Class A Units will continue in 2002 at a level at least comparable with 2001 cash distributions on an annual basis. At this time, given the nature of the joint ventures and properties in which the Partnership has invested, there are no known material improvements or renovations to the properties expected to be funded from cash flows from operations.

(d) Inflation

The real estate market has not been affected significantly by inflation in the past three years due to the relatively low inflation rate. There are provisions in the majority of the tenant leases executed by the Partnership to protect the Partnership from the impact of inflation. Most leases contain provisions for common area maintenance, real estate tax and insurance reimbursements from tenants either on a per square foot basis, or above a certain allowance per square foot annually. These provisions should reduce the Partnership’s exposure to increases in costs and operating expenses resulting from inflation. There is no assurance, however, that the Partnership would be able to replace existing leases with new leases at higher base rental rates.

(e) Critical Accounting Policies

The Partnership’s accounting policies have been established and conformed to in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to use judgments in the application of accounting policies, including making estimates and assumptions. These judgments may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial statements presented and the reported amounts of revenues and expenses during the respective reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied; thus, resulting in a different presentation of our financial statements.

The accounting policies that we consider to be critical, in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain, are discussed below.

For further information related to the Partnership’s accounting policies, including the critical accounting policies described below, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.

Straight-Lined Rental Revenues

The Partnership recognizes rental income generated from all leases on real estate assets in which the Partnership has an ownership interest through its investments in joint ventures on a straight-line basis over the terms of the respective leases. Should tenants encounter financial difficulties in future periods, the amounts recorded as receivables may not be fully realized.

Operating Cost Reimbursements

The Partnership generally bills tenants for operating cost reimbursements through its investments in joint ventures on a monthly basis at amounts estimated largely based on actual prior period activity and the respective tenant lease terms. Such billings are generally adjusted on an annual basis to reflect reimbursements owed to the landlord based on the actual costs incurred during the period and the respective tenant lease terms. Should tenants encounter financial difficulties in future periods, the amounts recorded as receivables may not be fully realized.

Real Estate

Management continually monitors events and changes in circumstances indicating that the carrying amounts of the real estate assets in which the Partnership has ownership interests through its investments in joint ventures may not be recoverable. When such events or changes in circumstances are present, management assesses the potential impairment by comparing the fair market value of the underlying assets, estimated at amounts equal to the future undiscounted operating cash flows expected to be generated from tenants over the life of the assets and from their eventual disposition, to the carrying value of the assets. In the event that the carrying amount exceeds the estimated fair market value, the Partnership would recognize an impairment loss in the amount required to adjust the carrying amount of the asset to its estimated fair market value. Neither the Partnership nor its joint ventures have recognized impairment losses on real estate assets in 2002, 2001 or 2000.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

PART II. OTHER INFORMATION

Item 6 (B.)

During the second quarter of 2002, the Registrant filed a current report on form 8-K dated May 16, 2002 disclosing the dismissal of Arthur Andersen LLP as its independent public accountants.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WELLS REAL ESTATE FUND XI, L.P. (Registrant)

Dated: August 12, 2002	By:	/s/ LEO F. WELLS, III
		Leo F. Wells, III, as Individual General Partner, and as President of Wells Capital, Inc., the General Partner of Wells Partners, L.P


Dated: August 12, 2002	By:	/s/ DOUGLAS P. WILLIAMS
		Douglas P. Williams As Chief Financial Officer

EXHIBIT INDEX

SECOND QUARTER FORM 10-Q

WELLS REAL ESTATE FUND XI, L.P.

Exhibit No.		Description

99.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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