SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| x | Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended March 31, 2003
OR
| ¨ | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 0-49633
WELLS REAL ESTATE FUND XIII, L.P.
(Exact name of registrant as specified in its charter)
| Georgia |
58-2438244 | |
| (State of other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) | |
| 6200 The Corners Parkway, Suite 250, Norcross, 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 ¨
WELLS REAL ESTATE FUND XIII, L.P.
(A Georgia Public Limited Partnership)
INDEX
| Page No. | ||||||
| PART I. |
FINANCIAL INFORMATION |
|||||
| Item 1. |
Financial Statements |
|||||
| Balance Sheets—March 31, 2003 (unaudited) and December 31, 2002 |
3 | |||||
| Statements of Income for the Three Months ended March 31, 2003 and 2002 (unaudited) |
4 | |||||
| 5 | ||||||
| Statements of Cash Flows for the Three Months Ended March 31, 2003 and 2002 (unaudited) |
6 | |||||
| 7 | ||||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
12 | ||||
| Item 3. |
15 | |||||
| Item 4. |
15 | |||||
| PART II. |
16 | |||||
2
WELLS REAL ESTATE FUND XIII, L.P.
(A Georgia Public Limited Partnership)
BALANCE SHEETS
| (unaudited) |
||||||
| March 31, 2003 |
December 31, 2002 | |||||
| ASSETS: |
||||||
| Cash and cash equivalents |
$ |
15,305,152 |
$ |
6,296,043 | ||
| Investment in Joint Venture (Note 2) |
|
17,064,869 |
|
17,177,001 | ||
| Deferred project costs |
|
624,606 |
|
256,100 | ||
| Due from Joint Venture |
|
365,082 |
|
201,131 | ||
| Total assets |
$ |
33,359,709 |
$ |
23,930,275 | ||
| LIABILITIES AND PARTNERS’ CAPITAL: |
||||||
| Liabilities: |
||||||
| Due to affiliates |
$ |
233,566 |
$ |
57,760 | ||
| Partnership distributions payable |
|
304,141 |
|
253,697 | ||
| Accounts payable |
|
217,839 |
|
150,698 | ||
| Total liabilities |
|
755,546 |
|
462,155 | ||
| Partners’ capital: |
||||||
| Limited partners: |
||||||
| Cash Preferred—3,027,449 units and 2,201,817 units outstanding as of March 31, 2003 and December 31, 2002, respectively |
|
26,505,334 |
|
19,215,466 | ||
| Tax Preferred—748,713 units and 521,472 units outstanding as of March 31, 2003 and December 31, 2002, respectively |
|
6,098,829 |
|
4,252,654 | ||
| Total partners’ capital |
|
32,604,163 |
|
23,468,120 | ||
| Total liabilities and partners’ capital |
$ |
33,359,709 |
$ |
23,930,275 | ||
See accompanying notes.
3
WELLS REAL ESTATE FUND XIII, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF INCOME
| (unaudited) |
||||||||
| Three Months Ended |
||||||||
| March 31, 2003 |
March 31, 2002 |
|||||||
| REVENUES: |
||||||||
| Equity in income of Joint Venture |
$ |
252,950 |
|
$ |
127,744 |
| ||
| Interest income |
|
27,212 |
|
|
8,372 |
| ||
|
|
280,162 |
|
|
136,116 |
| |||
| EXPENSES: |
||||||||
| Partnership administration |
|
42,317 |
|
|
13,548 |
| ||
| Legal and accounting |
|
8,992 |
|
|
7,034 |
| ||
| Other general and administrative |
|
1,307 |
|
|
1,415 |
| ||
|
|
52,616 |
|
|
21,997 |
| |||
| NET INCOME |
$ |
227,546 |
|
$ |
114,119 |
| ||
| NET INCOME ALLOCATED TO CASH PREFERRED LIMITED PARTNERS |
$ |
378,354 |
|
$ |
187,040 |
| ||
| NET LOSS ALLOCATED TO TAX PREFERRED LIMITED PARTNERS |
$ |
(150,808 |
) |
$ |
(72,921 |
) | ||
| NET INCOME PER WEIGHTED AVERAGE CASH PREFERRED LIMITED |
$ |
0.16 |
|
$ |
0.18 |
| ||
| NET LOSS PER WEIGHTED AVERAGE TAX PREFERRED LIMITED PARTNER UNIT |
$ |
(0.27 |
) |
$ |
(0.36 |
) | ||
| CASH DISTRIBUTION PER WEIGHTED AVERAGE CASH PREFERRED LIMITED |
$ |
0.12 |
|
$ |
0.16 |
| ||
| WEIGHTED AVERAGE LIMITED PARTNER UNITS OUTSTANDING: |
||||||||
| CASH PREFERRED LIMITED PARTNER UNITS |
|
2,445,726 |
|
|
1,048,665 |
| ||
| TAX PREFERRED LIMITED PARTNER UNITS |
|
564,119 |
|
|
203,601 |
| ||
See accompanying notes.
4
WELLS REAL ESTATE FUND XIII, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF PARTNERS’ CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 2002
AND THE THREE MONTHS ENDED MARCH 31, 2003 (UNAUDITED)
| Limited Partners |
General Partners |
Total Partners’ Capital |
|||||||||||||||||
| Cash Preferred |
Tax Preferred |
||||||||||||||||||
| Units |
Amounts |
Units |
Amounts |
||||||||||||||||
| BALANCE, December 31, 2001 |
880,001 |
$ |
7,704,052 |
|
191,522 |
|
|
1,626,894 |
|
0 |
$ |
9,330,946 |
| ||||||
| Net income (loss) |
0 |
|
795,851 |
|
0 |
|
|
(317,466 |
) |
0 |
|
478,385 |
| ||||||
| Partnership distributions |
0 |
|
(804,408 |
) |
0 |
|
|
0 |
|
0 |
|
(804,408 |
) | ||||||
| Limited partner contributions |
1,314,716 |
|
13,147,155 |
|
337,050 |
|
|
3,370,500 |
|
0 |
|
16,517,655 |
| ||||||
| Sales commissions and discounts |
0 |
|
(1,288,932 |
) |
0 |
|
|
(272,455 |
) |
0 |
|
(1,561,387 |
) | ||||||
| Offering costs |
0 |
|
(391,955 |
) |
0 |
|
|
(101,116 |
) |
0 |
|
(493,071 |
) | ||||||
| Return of capital |
7,100 |
|
53,703 |
|
(7,100 |
) |
|
(53,703 |
) |
0 |
|
0 |
| ||||||
| BALANCE, December 31, 2002 |
2,201,817 |
|
19,215,466 |
|
521,472 |
|
|
4,252,654 |
|
0 |
|
23,468,120 |
| ||||||
| Net income (loss) |
0 |
|
378,354 |
|
0 |
|
|
(150,808 |
) |
0 |
|
227,546 |
| ||||||
| Partnership distributions |
0 |
|
(304,141 |
) |
0 |
|
|
0 |
|
0 |
|
(304,141 |
) | ||||||
| Limited partner contributions |
811,132 |
|
8,111,322 |
|
241,741 |
|
|
2,417,408 |
|
0 |
|
10,528,730 |
| ||||||
| Sales commissions and discounts |
0 |
|
(770,576 |
) |
0 |
|
|
(229,654 |
) |
0 |
|
(1,000,230 |
) | ||||||
| Offering costs |
0 |
|
(243,340 |
) |
0 |
|
|
(72,522 |
) |
0 |
|
(315,862 |
) | ||||||
| Tax preferred conversions |
14,500 |
|
118,249 |
|
(14,500 |
) |
|
(118,249 |
) |
0 |
|
0 |
| ||||||
| BALANCE, March 31, 2003 (unaudited) |
3,027,449 |
$ |
26,505,334 |
|
748,713 |
|
$ |
6,098,829 |
|
0 |
$ |
32,604,163 |
| ||||||
See accompanying notes.
5
WELLS REAL ESTATE FUND XIII, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF CASH FLOWS
| (unaudited) |
||||||||
| Three Months Ended |
||||||||