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 June 30, 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 0-22039
WELLS REAL ESTATE FUND IX, L.P.
(Exact name of registrant as specified in its charter)
| Georgia | 58-2126622 | |
| (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) | |
| Registrants 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 IX, L.P.
(A Georgia Public Limited Partnership)
2
WELLS REAL ESTATE FUND IX, L.P.
(A Georgia Public Limited Partnership)
BALANCE SHEETS
| (unaudited) | ||||||
| June 30, 2003 |
December 31, 2002 | |||||
| ASSETS: |
||||||
| Investments in Joint Ventures |
$ | 23,151,620 | $ | 23,831,037 | ||
| Due from Joint Ventures |
713,255 | 612,483 | ||||
| Cash and cash equivalents |
16,265 | 121,265 | ||||
| Deferred project costs |
1,291 | 1,291 | ||||
| Total assets |
$ | 23,882,431 | $ | 24,566,076 | ||
| LIABILITIES AND PARTNERS CAPITAL: |
||||||
| Liabilities: |
||||||
| Partnership distribution payable |
$ | 635,776 | $ | 712,257 | ||
| Accounts payable and accrued expenses |
14,889 | 14,831 | ||||
| Total liabilities |
650,665 | 727,088 | ||||
| Partners capital: |
||||||
| Limited partners: |
||||||
| Class A3,178,883 units and 3,165,583 units outstanding as of June 30, 2003 and December 31, 2002, respectively |
23,231,766 | 23,838,988 | ||||
| Class B321,117 units and 334,417 units outstanding as of June 30, 2003 and December 31, 2002, respectively |
0 | 0 | ||||
| Total partners capital |
23,231,766 | 23,838,988 | ||||
| Total liabilities and partners capital |
$ | 23,882,431 | $ | 24,566,076 | ||
See accompanying notes
3
WELLS REAL ESTATE FUND IX, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF INCOME
| (unaudited) Three Months Ended |
(unaudited) Six Months Ended | |||||||||||
| |
June 30, 2003 |
|
June 30, 2002 |
|
June 30, 2003 |
|
June 30, 2002 | |||||
| REVENUES: |
||||||||||||
| Equity in income of Joint Ventures (Note 2) |
$ | 399,360 | $ | 418,588 | $ | 773,312 | $ | 805,461 | ||||
| Other income |
0 | 312 | 652 | 1,588 | ||||||||
| 399,360 | 418,900 | 773,964 | 807,049 | |||||||||
| EXPENSES: |
||||||||||||
| Partnership administration |
51,452 | 40,700 | 76,623 | 53,908 | ||||||||
| Other general and administrative |
4,777 | 1,777 | 6,186 | 3,971 | ||||||||
| Legal and accounting fees |
4,456 | 2,938 | 8,074 | 10,646 | ||||||||
| 60,685 | 45,415 | 90,883 | 68,525 | |||||||||
| NET INCOME |
$ | 338,675 | $ | 373,485 | $ | 683,081 | $ | 738,524 | ||||
| NET INCOME ALLOCATED TO CLASS A LIMITED PARTNERS |
$ | 338,675 | $ | 373,485 | $ | 683,081 | $ | 738,524 | ||||
| NET LOSS ALLOCATED TO CLASS B LIMITED PARTNERS |
$ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||
| NET INCOME PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT |
$ | 0.11 | $ | 0.12 | $ | 0.22 | $ | 0.24 | ||||
| NET LOSS PER WEIGHTED AVERAGE CLASS B LIMITED PARTNER UNIT |
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 | ||||
| CASH DISTRIBUTION PER WEIGHTED AVERAGE CLASS A LIMITED PARTNER UNIT |
$ | 0.20 | $ | 0.22 | $ | 0.41 | $ | 0.44 | ||||
| WEIGHTED AVERAGE LIMITED PARTNER UNITS OUTSTANDING: |
||||||||||||
| CLASS A |
3,178,883 | 3,148,383 | 3,176,183 | 3,144,156 | ||||||||
| CLASS B |
321,117 | 351,617 | 323,817 | 355,844 | ||||||||
See accompanying notes
4
WELLS REAL ESTATE FUND IX, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF PARTNERS CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 2002
AND THE SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED)
| Limited Partners |
Total Partners Capital |
|||||||||||||||
| Class A |
Class B |
|||||||||||||||
| Units |
Amounts |
Units |
Amounts |
|||||||||||||
| BALANCE, December 31, 2001 |
3,136,429 | $ | 25,121,831 | 363,571 | $ | 0 | $ | 25,121,831 | ||||||||
| Net income |
0 | 1,535,132 | 0 | 0 | 1,535,132 | |||||||||||
| Partnership distributions |
0 | (2,817,975 | ) | 0 | 0 | (2,817,975 | ) | |||||||||
| Class B conversion elections |
29,154 | 0 | (29,154 | ) | 0 | 0 | ||||||||||
| BALANCE, December 31, 2002 |
3,165,583 | 23,838,988 | 334,417 | 0 | 23,838,988 | |||||||||||
| Net income |
0 | 683,081 | 0 | 0 | 683,081 | |||||||||||
| Partnership distributions |
0 | (1,290,303 | ) | 0 | 0 | (1,290,303 | ) | |||||||||
| Class B conversion elections |
13,300 | 0 | (13,300 | ) | 0 | 0 | ||||||||||
| BALANCE, June 30, 2003 (unaudited) |
3,178,883 | $ | 23,231,766 | 321,117 | $ | 0 | $ | 23,231,766 | ||||||||
See accompanying notes
5
WELLS REAL ESTATE FUND IX, L.P.
(A Georgia Public Limited Partnership)
STATEMENTS OF CASH FLOWS
| (unaudited) | ||||||||
| Six Months Ended |
||||||||
| June 30, 2003 |
June 30, 2002 |
|||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 683,081 | $ | 738,524 | ||||
| Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
| Equity in income of Joint Ventures |
(773,312 | ) | (805,461 | ) | ||||
| Changes in assets and liabilities: |
||||||||
| Accounts payable and accrued expenses |
58 | (2,790 | ) | |||||
| Net cash used in operating activities |
(90,173 | ) | (69,727 | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: Distributions received from Joint Ventures |
1,351,957 | 1,476,713 | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Distributions to partners |
(1,366,784 | ) | (1,451,388 | ) | ||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS |
(105,000 | ) | (44,402 | ) | ||||
| CASH AND CASH EQUIVALENTS, beginning of period |
121,265 | 95,263 | ||||||
| CASH AND CASH EQUIVALENTS, end of period |
$ | 16,265 | $ | 50,861 | ||||
| SUPPLEMENTAL DISCLOSURES OF NONCASH ACTIVITIES: |
||||||||
| Due from Joint Ventures |
$ | 713,255 | $ | 678,437 | ||||
| Partnership distributions payable |
$ | 635,776 | $ | 688,710 | ||||
See accompanying notes
6
WELLS REAL ESTATE FUND IX, L.P.
(A Georgia Public Limited Partnership)
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003 (UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Organization and Business
Wells Real Estate Fund IX, 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 General Partners). The Partnership was formed on August 15, 1994 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing, and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elect to have their units treat their units as Class A units or Class B units. Limited partners shall have the right to change their prior elections to have some or all of their units treated as Class A 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 January 5, 1996, 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 filed under the Securities Act of 1933. The Partnership commenced active operations on February 12, 1996 upon receiving and accepting subscriptions for 125,000 units and collecting aggregate gross offering proceeds of $2,500,000, thus allowing for the admission of New York and Pennsylvania investors in the Partnership. The offer terminated on December 30, 1996 at which time approximately 2,935,931 Class A units and 564,069 Class B units had been sold to 1,841 and 257 Class A and Class B Limited Partners, respectively, for total limited partner Capital Contributions of $35,000,000. As of June 30, 2003, the Partnership had paid a total of $1,400,000 in acquisition and advisory fees and acquisition expenses, and $5,254,700 in selling commissions and organization and offering expenses, and invested $13,289,359 in Fund VIII-IX Associates and invested $15,030,434 in Fund IX-X-XI-REIT Associates. The Partnership held net offering proceeds of $25,507 as of June 30, 2003, which is available for investment in properties.
The Partnership owns interests in all of its real estate assets through Joint Ventures with other Wells Real Estate Funds. As of June 30, 2003, the Partnership owned interests in the following 9 properties through the affiliated Joint Ventures (the Joint Ventures) listed below:
| Joint Venture | Joint Venture Partners | Properties | ||
| The Fund VIII and Fund IX Joint |
Wells Real Estate Fund III, L. P. Wells Real Estate Fund IX, L.P |
1. US Cellular Building A four-story office building located in Madison, Wisconsin
2. AT&T-Texas Building A one-story office building in Farmers Branch, Texas
3. Cirrus Logic Building A two-story office building in Boulder County, Colorado | ||
7
| Joint Venture | Joint Venture Partners | Properties | ||
| The Fund VIII, Fund IX and |
Wells Real Estate Fund VIII, L.P. Wells Real Estate Fund IX, L.P. Wells Operating Partnership, L.P.* |
4. Quest Building A two-story office building located in Irvine, California | ||
| The Fund IX, Fund X, Fund XI and |
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.* |
5. Alstom Power-Knoxville Building A three-story office building in Knoxville, Tennessee
6. 360 Interlocken Building A three-story office building located in Boulder County, Colorado
7. Avaya Building A one-story office building located in Oklahoma City, Oklahoma
8. Iomega Building A single-story warehouse and office building located in Ogden, Weber County, Utah
9. Ohmeda Building A two-story office building located in Louisville, Boulder County, Colorado | ||
| * |