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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 September 30, 2002

OR

  o 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 0-14463


WELLS REAL ESTATE FUND I
(Exact name of registrant as specified in its charter)


  Georgia
(State or other jurisdiction of incorporation or organization)
   58-1565512
(I.R.S. Employer Identification Number)		  

  6200 The Corners Parkway, Suite 250, Atlanta, Georgia
(Address of principal executive offices)
   30092
(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 o


Table of Contents

FORM 10-Q

WELLS REAL ESTATE FUND I

(A Georgia Public Limited Partnership)

INDEX

        Page No
           
PART I.   FINANCIAL INFORMATION  
           
    Item 1.   Consolidated Balance Sheets—September 30, 2002 (unaudited) and December 31, 2001 3
           
        Consolidated Statements of (Loss) Income for Three Months and Nine Months Ended September 30, 2002 (unaudited) and 2001 (unaudited) 4
           
        Consolidated Statements of Partners’ Capital for the Nine Months Ended September 30, 2002 (unaudited) and the Year Ended December 31, 2001 5
           
        Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2002 (unaudited) and 2001 (unaudited) 6
           
        Condensed Notes to Consolidated Financial Statements (unaudited) 7
           
    Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations 11
           
    Item 4.   Controls and Procedures 14
           
           
PART II.   OTHER INFORMATION 15
           
    Exhibit Index     20
           
    Exhibit 4.1   Amendment to Restated and Amended Certificate and Agreement of Limited Partnership of Wells Real Estate Fund I 20
           
    Exhibit 99.1   Certification of Chief Executive Officer 20
           
    Exhibit 99.2   Certification of Chief Financial Officer 20
           
    Exhibit 99.3   Consent Order 20

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WELLS REAL ESTATE FUND I

(A Georgia Public Limited Partnership)

CONSOLIDATED BALANCE SHEETS

(unaudited)
September 30,
2002		 December 31,
2001
             
ASSETS:              
   Real estate, at cost:              
     Land   $ 1,440,608   $ 1,440,608  
     Building and improvements, less accumulated depreciation of $6,324,087 as
         of September 30, 2002 and $5,874,649 as of December 31, 2001		     5,205,686     5,651,798  
         Total real estate assets     6,646,294     7,092,406  
             
   Cash and cash equivalents     8,144,245     8,587,586  
   Investments in joint ventures (Note 2)     3,665,528     6,010,879  
   Due from affiliates     2,207,902     123,772  
   Prepaid expenses and other assets     193,344     130,195  
   Deferred lease acquisition costs     171,806     197,558  
   Accounts receivable     43,457     145,114  
         Total assets   $ 21,072,576   $ 22,287,510  
             
LIABILITIES AND PARTNERS’ CAPITAL:              
   Liabilities:              
     Due to affiliates (Note 3)   $ 1,835,644   $ 1,795,903  
     Partnership distributions payable     239,634     251,701  
     Refundable security deposits     124,906     111,875  
     Accounts payable     51,184     52,876  
     Minority interest     39,750     44,341  
         Total liabilities     2,291,118     2,256,696  
   Partners’ capital:              
     Limited partners:              
       Class A—98,716 units     18,781,458     19,831,902  
       Class B—42,568 units     0     198,912  
         Total partners’ capital     18,781,458     20,030,814  
         Total liabilities and partners’ capital   $ 21,072,576   $ 22,287,510  

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

 

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WELLS REAL ESTATE FUND I

(A Georgia Public Limited Partnership)

CONSOLIDATED STATEMENTS OF (LOSS) INCOME

(unaudited)
Three Months Ended		 (unaudited)
Nine Months Ended
September 30,
2002		 September 30,
2001		 September 30,
2002		 September 30,
2001
                         
REVENUES:                          
   Rental income   $ 277,820   $ 197,704   $ 810,772   $ 607,750  
   Interest income     26,170     71,483     103,548     261,331  
   Equity in income of joint ventures (Note 2)     15,378     59,661     80,221     210,153  
   Gain on sale of real estate     0     0     0     1,161,788  
      319,368     328,848     994,541     2,241,022  
EXPENSES:                          
   Depreciation     152,674     148,069     449,438     457,148  
   Operating costs—rental properties, net of tenant
       reimbursements		     111,293     10,324     331,070     270,443  
   Legal and accounting     131,029     6,675     404,121     32,270  
   Management and leasing fees     20,921     14,774     53,626     51,463  
   Partnership administration     53,130     34,259     154,101     87,910  
   Amortization of lease acquisition costs     10,088     9,473     44,087     25,189  
   Computer expenses     2,918     2,997     8,803     14,427  
      482,053     226,571     1,445,246     938,850  
                         
(LOSS) INCOME BEFORE MINORITY
    INTEREST		     (162,685 )   102,277     (450,705 )   1,302,172  
MINORITY INTEREST     578     24     2,186     (4,673 )
NET (LOSS) INCOME   $ (162,107 ) $ 102,301   $ (448,519 ) $ 1,297,499  
                         
NET (LOSS) INCOME ALLOCATED TO
    CLASS A LIMITED PARTNERS		   $ (162,107 ) $ 102,301   $ (249,607 ) $ 860,613  
                         
NET (LOSS) INCOME ALLOCATED TO
    CLASS B LIMITED PARTNERS		   $ 0   $ 0   $ (198,912 ) $ 436,886  
                         
NET (LOSS) INCOME PER CLASS A LIMITED
    PARTNER UNIT		   $ (1.64 ) $ 1.04   $ (2.53 ) $ 8.72  
                         
NET (LOSS) INCOME PER CLASS B LIMITED
    PARTNER UNIT		   $ 0.00   $ 0.00   $ (4.67 ) $ 10.26  
                         
CASH DISTRIBUTION PER CLASS A LIMITED
    PARTNER UNIT		   $ 2.50   $ 2.50   $ 8.11   $ 7.66  

The accompanying notes are an integral part of these statements.

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WELLS REAL ESTATE FUND I

(A Georgia Public Limited Partnership)

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2001

AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 (UNAUDITED)

Limited Partners Total
Class A Class B Partners’
Units Amounts Units Amounts Capital
                               
BALANCE, December 31, 2000     98,716   $ 19,184,478     42,568   $ 114,132   $ 19,298,610  
   Net income     0     1,649,997     0     84,780     1,734,777  
   Partnership distributions     0     (1,002,573 )   0     0     (1,002,573 )
BALANCE, December 31, 2001     98,716     19,831,902     42,568     198,912     20,030,814  
   Net loss     0     (249,607 )   0     (198,912 )   (448,519 )
   Partnership distributions     0     (800,837 )   0     0     (800,837 )
BALANCE, September 30, 2002 (unaudited)     98,716   $ 18,781,458     42,568   $ 0   $ 18,781,458  

 

The accompanying notes are an integral part of these statements.

 

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WELLS REAL ESTATE FUND I

(A Georgia Public Limited Partnership)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)
Nine Months Ended
September 30,
2002		 September 30,
2001
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) income $ (448,549 ) $ 1,297,499
   Adjustments to reconcile net (loss) income to net cash provided by operating
       activities:
     Equity in income of joint ventures     (80,221 )   (210,153 )
     Depreciation     449,438     457,148  
     Amortization of lease acquisition costs     44,087     25,189  
     Minority interest     (2,186 )   4,673  
     Bad debt expense     0     72,873  
     Gain on sale of real estate assets     0     (1,161,788 )
     Changes in assets and liabilities:              
       Prepaid expenses and other assets     (63,149 )   (40,061 )
       Deferred lease acquisition costs     (18,335 )   (32,058 )
       Accounts receivable     101,657     13,885  
       Due to affiliates     39,741     19,154  
       Refundable security deposits     13,031     0  
       Accounts payable     (1,692 )   (114,733 )
         Total adjustments     482,371     (965,871 )
         Net cash provided by operating activities     33,852     331,628  
CASH FLOWS FROM INVESTING ACTIVITIES:              
   Distributions received from joint ventures     341,442     532,731  
   Net proceeds from the sale of real estate     0     6,592,202  
   Investment in real estate     (3,326 )   (150,842 )
         Net cash provided by investing activities     338,116     6,974,091  
CASH FLOWS FROM FINANCING ACTIVITIES:              
   Distributions paid to minority interests     (2,405 )   (8,950 )
   Distributions paid to limited partners from accumulated earnings     (323,022 )   (744,715 )
   Distributions paid to limited partners in excess of accumulated earnings     (489,882 )   (225,961 )
         Net cash used in financing activities     (815,309 )   (979,626 )
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS     (443,341 )   6,326,093  
             
CASH AND CASH EQUIVALENTS, beginning of year     8,587,586     2,268,774  
CASH AND CASH EQUIVALENTS, end of period   $ 8,144,245   $ 8,594,867  


The accompanying notes are an integral part of these statements.

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WELLS REAL ESTATE FUND I

(A Georgia Public Limited Partnership)

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMER 30, 2002 (UNAUDITED)

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (a) Organization and Business

  Wells Real Estate Fund I (the “Partnership”) is a Georgia public limited partnership with Leo F. Wells, III and Wells Capital, Inc. (“Wells Capital”), a Georgia corporation, serving as its General Partners. The Partnership was formed on April 26, 1984 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing, and otherwise managing income-producing commercial properties for investment purposes. The Partnership has two classes of limited partnership interests, Class A and Class B units. 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 September 6, 1984, 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 terminated its offering on September 5, 1986 upon receiving and accepting gross proceeds of $35,321,000 for a total of 141,284 Class A and Class B limited partner units from 4,895 limited partners at $250 per unit.

  As of September 30, 2002, the Partnership owned interests in the following two properties directly: (i) Paces Pavilion, a medical office building located in Atlanta, Georgia, in which the Partnership owns an approximately 27% condominium interest, and (ii) Black Oak Plaza, a shopping center located in Knoxville, Tennessee.

(THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

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  As of September 30, 2002, the Partnership owned interests in the following 2 properties through the affiliated joint ventures listed below:

Joint Venture Joint Venture Partners Properties
Wells Baker Associates - Wells Real Estate Fund I     1. Peachtree Place
- Wells & Associates, Inc.* A commercial office building
located in suburban Atlanta,
Georgia.
Fund I-Fund II Tucker Associates - Wells Real Estate Fund I 2. Heritage Place
- Fund II-IIOW
Associates**		 A retail shopping center and
commercial office complex
located in Tucker, Georgia


      *   Wells & Associates, Inc. is affiliated with the Partnership through common management

      **   Fund II- IIOW Associates is a joint venture between Wells Real Estate Fund II and Wells Real Estate Fund II- OW.

  Wells Baker Associates sold one of its commercial office buildings, 3875 Peachtree Place, on August 31, 2000, for a gross sales price of $772,915. The net proceeds of the sale were $704,495, of which the Partnership received approximately $630,000, resulting in a gain of approximately $268,00.

  On January 11, 2001, the Partnership sold its 100% interest in the Crowe’s Crossing property, a shopping center located in DeKalb County, Georgia, to an unrelated third-party.

  On October 1, 2001, Fund I-II-IIOW-VI-VII Associates, a joint venture among the Partnership, Fund II and IIOW Associates, Wells Real Estate Fund VI, L.P. and Wells Real Estate Fund VII, L.P. sold the Cherokee Commons property to an unrelated third-party. The Cherokee Commons property is a retail shopping center located in Cherokee County, Georgia.

  Each of the above properties was acquired on an all cash basis. For further information regarding the foregoing properties and joint ventures, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.

         (b) Basis of Presentation

  The consolidated financial statements include the accounts of the Partnership and Wells Baker Associates. The Partnership’s interest in Wells Baker Associates was approximately 90% for each of the periods presented. All significant intercompany balances have been eliminated in consolidation. Minority interest represents Wells & Associates, Inc.’s interest in Wells Baker Associates of approximately 10% for each of the periods presented.

  The Partnership does not have control over the operations of Fund I-Fund II Tucker Associates or Fund I-II-IIOW-VI-VII Associates; however it does exercise significant influence. Accordingly, investments in joint ventures are recorded using the equity method of accounting (Note 2). For further information, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.

  The consolidated financial statements of the Partnership have been prepared in accordance with 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

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  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 those 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) Allocation of Net Income, Net Loss, and Gain on Sale

  Net income is defined as net income recognized by the Partnership, excluding deductions for depreciation and amortization. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the partners. To the extent the Partnership’s net income in any year exceeds net cash from operations, it will be allocated 99% to the limited partners and 1% to the general partners.

  Net loss, depreciation, and amortization deductions for each fiscal year will be allocated as follows: (a) 99% to the Class B limited partners and 1% to the general partners until their capital accounts are reduced to zero, (b) then to any partner having a positive balance in his/her capital account in an amount not to exceed such positive balance, and (c) thereafter to the general partners.

  Under the partnership agreement, gain on the sale or exchange of the Partnership’s properties is allocated as follows: (a) first, to partners having negative capital accounts, if any, until all negative capital accounts have been restored to zero; (b) then to the limited partners in proportion to and to the extent of the excess of (i) each limited partner’s adjusted capital contribution, plus a cumulative 15% per annum return on his/her adjusted capital contribution (16% for investments made before December 31, 1984), less the sum of all prior distributions of cash flow from operations previously made to such limited partner, over (ii) such limited partner’s capital account balance as of the sale date; (c) then to the general partners in proportion to and to the extent of the excess of (i) each general partner’s adjusted capital contribution, over (ii) such general partner’s capital account balance as of the sale date; and (d) thereafter 85% to the limited partners and 15% to the general partners.

         (d) Distribution 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 the Class A limited partners until such limited partners have received distributions equal to a 9% per annum return on their respective adjusted capital contributions, as defined.

  •  
Second, to the Class B limited partners until such limited partners have received distributions equal to a 9% per annum return on their respective adjusted capital contributions, as defined.

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

         (e) 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 this accounting standard, management reviews each of the properties in which the partnership holds an interest for impairment as events or changes in circumstances arise, which indicate that the carrying amounts of such assets may not be recoverable and the future undiscounted cash flows expected to be generated by such assets are less than the

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  respective carrying amounts. If such assets are considered to be impaired, the Partnership records impairment losses and reduces the carrying amounts of the impaired assets to amounts that reflect 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. Material long-lived assets held for sale are separately identified in the balance sheets, and the related net operating income is segregated as income from discontinued operations in the statements of income. Depreciation is not recorded for long-lived assets held for sale. 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 assets for use in operations. Neither the Partnership nor its joint ventures have recognized impairment losses to date.

         (f) Reclassifications

  Certain prior year amounts have been reclassified to conform with the current period financial statement presentation.

2.      INVESTMENT IN JOINT VENTURES

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

Total Revenues Net Income Partnership’s
Share of Net Income
Three Months Ended Three Months Ended Three Months Ended
September 30,
2002		 September 30,
2001		 September 30,
2002		 September 30,
2001		 September 30,
2002		 September 30,
2001
Fund I-II Tucker
    Associates		   $ 285,404   $ 309,535   $ 11,496   $ 36,301   $ 6,333   $ 19,998  
Fund
    I-II-IIOW-VI-VII
    Associates		     37,846     255,627     37,651     165,105     9,045     39,663  
  $ 323,250   $ 565,162   $ 49,147   $ 201,406   $ 15,378   $ 59,661  

Total Revenues Net Income Partnership’s
Share of Net Income
Nine Months Ended Nine Months Ended Nine Months Ended
September 30,
2002		 September 30,
2001		 September 30,
2002		 September 30,
2001		 September 30,
2002		 September 30,
2001
Fund I-II Tucker
    Associates		   $ 939,416   $ 993,851   $ 106,079   $ 184,020   $ 58,438   $ 101,377  
Fund
    I-II-IIOW-VI-VII
    Associates		     108,124     766,602     90,675     452,799     21,783     108,776  
  $ 1,047,540   $ 1,760,453   $ 196,754   $ 636,819   $ 80,221   $ 210,153  

3.      DUE TO AFFILIATES

  Pursuant to property management and leasing agreements entered into with Wells Management Company, Inc. (“Wells Management”), an affiliate of the General Partners, the Partnership is obligated

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  to pay property management and leasing fees to Wells Management in amounts equal to 6% of gross cash receipts from tenants for the property management and leasing services provided to the Partnership. Wells Management has voluntarily elected to defer receipt of certain of the property management and leasing fees due and payable over the term of the Partnership, both with respect to properties owned directly by the Partnership and with respect to properties in which the Partnership owns an interest through joint ventures. As of December 31, 2001 and September 30, 2002, aggregate deferred management and leasing fees due to Wells Management with respect to properties owned directly by the Partnership totaled $1,791,481 and $1,828,815, respectively. As of December 31, 2001 and September 30, 2002, aggregate deferred property management and leasing fees due to Wells Management with respect of both properties owned directly by the Partnership and properties in which the Partnership owns an interest through joint ventures totaled $2,627,842 and $2,692,974, respectively. It is anticipated that such deferred property management and leasing fees due to Wells Management will ultimately be paid by the Partnership out of net proceeds from the sale of the Partnership’s properties.

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  The following discussion and analysis should be read in conjunction with the Partnership’s 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 could cause actual results to differ materially from any forward-looking statements made in this report, including 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

Revenues
Gross revenues decreased to $994,541 for the nine months ended September 30, 2002, compared to $2,241,022 for the nine months ended September 30, 2001, due to (i) the gain recognized on the sale of the Crowe’s Crossing property in the first quarter of 2001, (ii) a decrease in equity in income of joint ventures resulting from (a) the sale of the Cherokee Commons property during the fourth quarter of 2001, (b) a decrease in occupancy at Heritage Place and (c) receivables due from tenants at Heritage Place, which were written-off in 2002, and (iii) additional interest income earned in 2001 as a result of holding the proceeds from the sale of the Crowe’s Crossing property and higher interest rates prevailing in 2001, partially offset by an increase in rental income as a result of two tenants taking occupancy of previously vacant space at Paces Pavilion in the fourth quarter of 2001.

Expenses
Total expenses increased to $1,445,246 for 2002, compared to $938,850 for 2001, primarily due to (i) increased legal fees and partnership administration expenses primarily related to the litigation discussed in Item 3, and (ii) reduction in operating expense reimbursements and an increase in lease acquisition costs related to leasing space to new tenants at Paces Pavilion. Accordingly, net (loss) income for the Partnership decreased to $(448,519) for the nine months ended September 30, 2002 from net income of $1,297,499 for the same period in 2001.

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Distributions
The Partnership made distributions to the limited partners holding Class A units of $8.11 per unit, with respect to the nine months ended September 30, 2002, and $7.66 for the same period in 2001. Such distributions have been made from net cash from operations and distributions received from investments in joint ventures. No distributions have been made to the limited partners holding Class B units or to the General Partners.

  The General Partners’ guidance with regard to future operating cash distributions to the limited partners holding Class A units is that such distributions are likely to decline as the Partnership continues to position the properties in its portfolio for sale, which is further discussed in the following section.

         (c)  Liquidity and Capital Resources

  Net cash flows provided by operating activities decreased to $33,852 used for the nine months ended September 30, 2002, compared to $331,628 for the nine months ended September 30, 2001, primarily due to the increase in expenses described in the previous section. Net cash provided by investing activities decreased to $338,116 for the nine months ended September 30, 2002, compared to $6,974,091 for the nine months ended September 30, 2001, largely due to proceeds received in the first quarter of 2001 from the sale of the Crowe’s Crossing property, partially offset by a reduction in distributions received from joint ventures consistent with the reduction in equity in income of joint ventures discussed in section (b). Net cash used in financing activities decreased to $815,309 for nine months ended September 30, 2002 from $979,626 for the nine months ended September 30, 2001 due to the corresponding decrease in cash available for limited partner distributions resulting from the decrease in cash flows provided by operating and investing activities. Accordingly, cash and cash equivalents decreased to $8,144,245 as of September 30, 2002 from $8,594,867 as of December 31, 2001.

  The Partnership expects to continue to meets its short-term liquidity requirements, generally through the use of net cash from operations and distributions received from investments in joint ventures. The General Partners believe that such sources will continue to provide adequate cash flows for the purposes of meeting the Partnership’ operating requirements.

  As set forth in Part II, Item 4 below, effective July 31, 2002, the Limited Partners approved a proposed amendment to the Partnership Agreement which authorizes the General Partners to use, if they determine in their judgment that such action is necessary, proper or desirable to carry out the business of the Partnership, the net proceeds from the sale of other properties to acquire on behalf of the Partnership additional or all interest, including condominium interest, in Paces Pavilion, a medical office building in Atlanta, Georgia in which the Partnership currently owns an approximate 27% condominium interest. As a result, the General Partners executed and filed an Amendment to Restated and Amended Certificate and Agreement of Limited Partnership of Wells Real Estate Fund I dated August 1, 2002 (the “Amendment”) to reflect this amendment to the Partnership Agreement. A copy of the Amendment is being filed as Exhibit 4.1 to this Form 10-Q.

  As of September 30, 2002, the Partnership’s share of the net proceeds from the sales of the Cherokee Commons property, the Crowe’s Crossing property and a portion of Peachtree Place have not been distributed to Limited Partners pending negotiations with the owners of the other interests in Paces Pavilion as authorized by the Amendment. The proceeds from the sale of the Cherokee Commons property are currently being held by Fund I-II-IIOW-VI-VII Associates.

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          (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. Most tenant 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, which should reduce the Partnership’s exposure to increases in costs and other operating expenses resulting from the impact of inflation. In addition, a number of the Partnership’s leases are for remaining terms of less than five years, which may allow the Partnership to enter into new leases at higher base rental rates in the event that market rental rates rise above the existing lease rates. There is no assurance, however, that the Partnership would be able to replace existing leases with new leases containing 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 either directly or 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 either directly or 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

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  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 to date.

ITEM 4.    CONTROLS AND PROCEDURES

  Within the 90 days prior to the date of this report, the Partnership carried out an evaluation, under the supervision and with the participation of management of Wells Capital, Inc., the corporate General Partner of the Partnership, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures pursuant to Rule 13a – 14 under the Securities Exchange Act of 1934. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that the Partnership’s disclosure controls and procedures were effective.

  There were no significant changes in the Partnership’s internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

On December 21, 2001, a class action lawsuit was filed in the United States District Court for the Northern District of Georgia, Atlanta Division, against the Partnership and the General Partners by John Weiss, John Weiss IRA, William Main, Jeanne Rose, Diana Schulz and Michael Woo, individually and allegedly on behalf of all Class A limited partners of the Partnership (the “Weiss Litigation”). On January 30, 2002, the plaintiffs in the Weiss Litigation filed an amended complaint, which restated the original complaint in its entirety and added certain additional claims (the “Amended Complaint”). The Amended Complaint alleged, among other things, that (i) the Amended and Restated Consent Solicitation Statement dated August 25, 2000 (the “2000 Consent Solicitation”) contained material misrepresentations or omissions of fact in violation of Rule 14a-3 promulgated under Section 14(a) of the Securities Exchange Act of 1934 (“Count One”), and (ii) the defendants had breached the Partnership Agreement and breached their fiduciary duties to the plaintiffs by holding net proceeds from the sale of the Partnership’s properties that should be distributed to the Class A limited partners. In addition to seeking compensatory damages, the plaintiffs in the Weiss Litigation were also seeking an injunction against the Partnership and the General Partners from (i) issuing consent solicitations for proxies to disburse monies in breach of the Partnership Agreement, (ii) submitting any further consent solicitations for proxies that do not meet the requirements of Rule 14a-3, (iii) modifying the Partnership Agreement provisions for cash distributions without the approval of 100% of the Class A limited partners, and (iv) disbursing the proceeds from the sale of the Partnership’s properties to Class B limited partners. In addition, the plaintiffs in the Weiss Litigation requested specific performance to require the defendants to perform their obligations under the Partnership Agreement and that an equitable accounting be made of the nature and amount of net proceeds from the sale of the Partnership’s properties and the appropriate distribution and time for distribution of such funds.

On March 13, 2002, the Partnership and the General Partners filed their answer to the Amended Complaint and a motion to dismiss Count One of the Amended Complaint on the basis that (i) the plaintiffs had failed to comply with the certain procedural requirements imposed on litigation of this type, (ii) the plaintiffs’ claims under Count One were time-barred because they were not filed within the applicable one-year statute of limitations period, and (iii) the plaintiffs’ claims were moot due to the fact that the 2000 Consent Solicitation was withdrawn and terminated on January 17, 2002. In their answer, the Partnership and the General Partners denied that they had breached the Partnership Agreement or breached their fiduciary duties to the plaintiffs and opposed all relief sought under the Amended Complaint.

On September 12, 2002, the Court dismissed the class action allegations on the basis that the plaintiffs had failed to comply with certain procedural requirements relating to class action litigation; denied defendants’ motion to dismiss on this ground as to the plaintiffs’ individual claims; and granted defendants’ motion to dismiss Count One of the Amended Complaint based upon defendants’ contention that plaintiffs’ claims were time barred by the applicable statute of limitations.

On September 30, 2002, the Court entered a Consent Order dismissing the Weiss Litigation in its entirety. The Consent Order also required that the text of the Order be filed as an exhibit to the next Form 10-Q filed by the Partnership. Accordingly, the text of the Consent Order entered by the Court on September 30, 2002 is being filed as Exhibit 99.3 to this Form 10-Q.

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ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)   In April 2002, the Partnership mailed a Consent Solicitation Statement to the Limited Partners of Wells Real Estate Fund I dated April 9, 2002 (the “ Consent Solicitation”), the results of which are described in paragraph (c) below.
     
(b)   N/A.
     
(c)   The 2002 Consent Solicitation requested the Limited Partners of the Partnership to consent to a proposed amendment to the Partnership Agreement to authorize the General Partners of the Partnership to use, if they determine in their judgment that such action is necessary, proper or desirable to carry out the business of the Partnership, the net proceeds from the sale of other properties to acquire on behalf of the Partnership additional or all interests, including condominium interests, in Paces Pavilion, a medical office building in Atlanta, Georgia, in which the Partnership currently owns an approximately 27% condominium interest. Pursuant to the terms of the Partnership Agreement of the Partnership, the Partnership Agreement may be amended with the affirmative vote or written consent of Limited Partners owning more than 50% of the outstanding units. Of the 141,284 aggregate outstanding units of the Partnership, as of July 31, 2002, 82,283 units (58% of the aggregate outstanding units of the Partnership) voted in favor of the proposed amendment, and 12,851 units (9% of the aggregate outstanding units of the Partnership) had voted against the amendment. Accordingly, the amendment to the Partnership Agreement proposed in the 2002 Consent Solicitation was approved by the Limited Partners effective July 31, 2002.
     
(d)   N/A.

ITEM  6    EXHIBITS AND REPORTS ON FORM 8-K

(a)   The Exhibits to this report are set forth on the Exhibit Index to Third Quarter Form 10-Q attached hereto.
     
(b)   During the third quarter of 2002, the Registrant filed a Current Report on Form 8-K dated July 3, 2002 disclosing the appointment of Ernst & Young LLP as the principal accountant to audit the financial statements of the Registrant.

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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 I, L.P.
(Registrant) 

 
By: 
WELLS CAPITAL, INC.
(Corporate General Partners)


     

November 13, 2002		    
/s/ LEO F. WELLS, III
      Leo F. Wells, III
President


     

November 13, 2002		    
/s/ DOUGLAS P. WILLIAMS
      Douglas P. Williams
Principal Financial Officer
of Wells Capital, Inc.


CERTIFICATIONS

         I, Leo F. Wells, III, certify that:

  1.   I have reviewed this quarterly report on Form 10-Q of the Partnership;
     
  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     
  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
     
  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared,
     
  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

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  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the board of directors of the corporate General Partner:

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
     
  (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

   

Dated: November 13, 2002		   By: 
/s/ LEO F. WELLS, III
      Leo F. Wells, III
Principal Executive Officer


CERTIFICATIONS

         I, Douglas P. Williams, certify that:

  1.   I have reviewed this quarterly report on Form 10-Q of the Partnership;
     
  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
     
  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
     
  4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared,

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  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

  5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the board of directors of the corporate General Partner:

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
     
  (b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

  6.   The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

   

Dated: November 13, 2002		   By: 
/s/ DOUGLAS P. WILLIAMS
      Douglas P. Williams
Principal Financial Officer


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EXHIBIT INDEX
TO
THIRD QUARTER FORM 10-Q
OF
WELLS REAL ESTATE FUND I

Exhibit
No.		 Description
   
4.1 Amendment to Restated and Amended Certificate and Agreement of Limited Partnership of Wells Real Estate Fund I.
   
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
   
99.3 Consent Order


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