WELLS REAL ESTATE FUND XI L P - FORM 10-K - March 22, 2011

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EX-31.2 - SECTION 302 CERTIFICATION OF PFO - WELLS REAL ESTATE FUND XI L Pdex312.htm
EX-31.1 - SECTION 302 CERTIFICATION OF PEO - WELLS REAL ESTATE FUND XI L Pdex311.htm
EX-32.1 - SECTION 906 CERTIFICATION OF PEO & PFO - WELLS REAL ESTATE FUND XI L Pdex321.htm
Index to Financial Statements

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

(Mark one)

 

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

For the fiscal year ended December 31, 2010

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 0-25731

 

 

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 No.)
6200 The Corners Parkway, Norcross, Georgia   30092-3365
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number including area code   (770) 449-7800

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
None   None

Securities registered pursuant to section 12(g) of the Act:

 

CLASS A UNITS   CLASS B UNITS
(Title of class)   (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  x

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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [Not yet applicable to registrant.]    Yes  ¨    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer  ¨                 Accelerated filer  ¨

Non-accelerated filer  x (Do not check if a smaller reporting company)                  Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 

 

Index to Financial Statements

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-K of Wells Real Estate Fund XI, L.P. (the “Partnership” or the “Registrant”) other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Specifically, we consider, among others, statements concerning future operating results and cash flows, our ability to meet future obligations, and the amount and timing of any future distributions to limited partners to be forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission. We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this Form 10-K, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are subject to unknown risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide dividends to stockholders, and maintain the value of our real estate properties, may be significantly hindered. Contained in Item 1A. are some of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to differ materially from those presented in our forward-looking statements.

 

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WELLS REAL ESTATE FUND XI, L.P.

 

PART I

 

ITEM 1. BUSINESS.

General

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 its general partners (collectively, the “General Partners”). Wells Capital, Inc. (“Wells Capital”) serves as the corporate general partner of Wells Partners. Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. (“WREF”). Leo F. Wells, III is the president and sole director of Wells Capital and the president, sole director, and sole owner of WREF. The Partnership was formed on June 20, 1996 for the purpose of acquiring, developing, owning, operating, improving, leasing, and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elected to have their units treated as Class A Units or Class B Units. Thereafter, 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 (“conversion elections”). 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 an offering of up to $35,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The offering was terminated on December 30, 1998, at which time the Partnership had sold approximately 1,302,942 Class A Units and 350,338 Class B Units representing total limited partner capital contributions of $16,532,802.

Operating Phases and Objectives

The Partnership typically operates in the following five life-cycle phases and, during which, typically focuses on the following key operating objectives. The duration of each phase is dependent upon various economic, industry, market, and other internal/external factors. Some overlap naturally exists in the transition from one phase to the next.

 

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Fundraising phase

The period during which the Partnership is raising capital through the sale and issuance of limited partner units to the public;

 

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Investing phase

The period during which the Partnership invests the capital raised during the fundraising phase, less up-front fees, into the acquisition of real estate assets;

 

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Holding phase

The period during which the Partnership owns and operates its real estate assets during the initial lease terms of the tenants;

 

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Positioning-for-sale phase

The period during which the leases in place at the time of acquisition expire and, thus, the Partnership expends time, effort, and funds to re-lease such space to existing and/or new tenants. Following the holding phase, the Partnership continues to own and operate the real estate assets, evaluate various options for disposition, and market the real estate assets for sale; and

 

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Disposition-and-liquidation phase

The period during which the Partnership sells its real estate investments, distributes net sale proceeds to the partners, liquidates, and terminates the Partnership.

We are currently in the positioning-for-sale phase of our life cycle. Accordingly, the Partnership is concentrating on re-leasing and marketing efforts that we believe will ultimately result in the best disposition pricing for our investors.

Employees

The Partnership has no direct employees. The employees of Wells Capital and Wells Management Company, Inc. (“Wells Management”), an affiliate of the General Partners, perform a full range of real estate and administrative services for the Partnership including leasing and property management, accounting, asset management, and investor relations. See Item 13, “Certain Relationships and Related Transactions,” for a summary of the fees paid to the General Partners or their affiliates during the years ended December 31, 2010, 2009, and 2008.

Insurance

Wells Management carries comprehensive liability and extended coverage with respect to the properties we own through our investments in the joint ventures described in Item 2. In the opinion of management, our properties are adequately insured.

Competition

We will experience competition for tenants from owners and managers of competing projects which may include the General Partners or their affiliates. As a result, in connection with negotiating leases, we may offer rental concessions, reduced charges for tenant improvements, and other inducements, all of which may have an adverse impact on results of operations. We are also in competition with sellers of similar properties to locate suitable purchasers for its properties.

Economic Dependency

We have engaged Wells Capital and Wells Management to provide certain essential services, including supervision of the management and leasing of its properties, asset acquisition and disposition services, as well as other administrative responsibilities, including accounting services and investor communications and relations. These agreements are terminable by either party upon 60 days’ written notice. As a result of these relationships, we are dependent upon Wells Capital and Wells Management.

Wells Capital and Wells Management are both owned and controlled by WREF. The operations of Wells Capital and Wells Management represent substantially all of the business of WREF. Accordingly, we focus on the financial condition of WREF when assessing the financial condition of Wells Capital and Wells Management. In the event that WREF were to become unable to meet its obligations as they become due, we might be required to find alternative service providers.

Future net income generated by WREF will be largely dependent upon the amount of fees earned by Wells Capital and Wells Management based on, among other things, the level of investor proceeds raised from the sale of common stock for certain WREF-sponsored programs and the volume of future acquisitions and dispositions of real estate assets by WREF-sponsored programs, as well as distribution income earned from its holdings of common stock of Piedmont Office Realty Trust, Inc. (“Piedmont REIT”), which was acquired in connection with the Piedmont REIT internalization transaction (see “Assertion of Legal Action Against Related-Parties” below). As of December 31, 2010, the General Partners have no reason to believe that WREF does not have access to

 

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Index to Financial Statements

adequate liquidity and capital resources, including cash flow generated from operations, cash on hand, other investments and borrowing capacity, necessary to meet its current and future obligations as they become due.

We are also dependent upon the ability of our current tenants to pay their contractual rent amounts as they become due. The inability of a tenant to pay future rental amounts would be likely to have a negative impact on our results of operations. We are not currently aware of any reason why our existing tenants will not be able to pay their contractual rental amounts as they become due in all material respects. Situations preventing the tenants from paying contractual rents could result in a material adverse impact on our results of operations.

Proxy to Liquidate

Under Section 20.2 of the partnership agreement, limited partners holding 10% or more of the outstanding units have the right, at any time commencing eight years after the termination of the Partnership’s offering of units (December 30, 2006), to provide a written request to the General Partners directing the General Partners to formally proxy the limited partners to determine whether the assets of the Partnership should be liquidated.

Assertion of Legal Action Against Related-Parties

On March 12, 2007, a stockholder of Piedmont REIT filed a putative class action and derivative complaint, presently styled In re Wells Real Estate Investment Trust, Inc. Securities Litigation, in the United States District Court for the District of Maryland against, among others, Piedmont REIT; Leo F. Wells, III, one of the Partnership’s General Partners; Wells Capital, the corporate general partner of Wells Partners, the Partnership’s other General Partner; Wells Management, the Partnership’s property manager; certain affiliates of WREF; the directors of Piedmont REIT; and certain individuals who formerly served as officers or directors of Piedmont REIT prior to the closing of the internalization transaction on April 16, 2007.

The complaint alleged, among other things, violations of the federal proxy rules and breaches of fiduciary duty arising from the Piedmont REIT internalization transaction and the related proxy statement filed with the SEC on February 26, 2007, as amended. The complaint sought, among other things, unspecified monetary damages and nullification of the Piedmont REIT internalization transaction.

On June 27, 2007, the plaintiff filed an amended complaint, which attempted to assert class action claims on behalf of those persons who received and were entitled to vote on the Piedmont REIT proxy statement filed with the SEC on February 26, 2007, and derivative claims on behalf of Piedmont REIT.

On March 31, 2008, the Court granted in part the defendants’ motion to dismiss the amended complaint. The Court dismissed five of the seven counts of the amended complaint in their entirety. The Court dismissed the remaining two counts with the exception of allegations regarding the failure to disclose in the Piedmont REIT proxy statement details of certain expressions of interest in acquiring Piedmont REIT. On April 21, 2008, the plaintiff filed a second amended complaint, which alleges violations of the federal proxy rules based upon allegations that the proxy statement to obtain approval for the Piedmont REIT internalization transaction omitted details of certain expressions of interest in acquiring Piedmont REIT. The second amended complaint seeks, among other things, unspecified monetary damages, to nullify and rescind the internalization transaction, and to cancel and rescind any stock issued to the defendants as consideration for the internalization transaction. On May 12, 2008, the defendants answered and raised certain defenses to the second amended complaint.

On June 23, 2008, the plaintiff filed a motion for class certification. On September 16, 2009, the Court granted the plaintiff’s motion for class certification. On September 20, 2009, the defendants filed a petition for permission to appeal immediately the Court’s order granting the motion for class certification with the Eleventh Circuit Court of Appeals. The petition for permission to appeal was denied on October 30, 2009. On April 13, 2009, the plaintiff moved for leave to amend the second amended complaint to add additional defendants. The Court denied the plaintiff’s motion for leave to amend on June 23, 2009.

 

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On December 4, 2009, the parties filed motions for summary judgment. On August 2, 2010, the Court entered an order denying the defendants’ motion for summary judgment and granting, in part, the plaintiff’s motion for partial summary judgment. The Court ruled that the question of whether certain expressions of interest in acquiring Piedmont REIT constituted “material” information required to be disclosed in the proxy statement to obtain approval for the Piedmont REIT internalization transaction raises questions of fact that must be determined at trial. A trial date has not been set.

Mr. Wells, Wells Capital, and Wells Management believe that the allegations contained in the complaint are without merit and intend to vigorously defend this action. Any financial loss incurred by Wells Capital, Wells Management, or their affiliates could hinder their ability to successfully manage the Partnership’s operations and portfolio of investments.

Website Address

Access to copies of each of our filings with the SEC is available, free of charge, at the http://www.wellsref.com website, through a link to the http://www.sec.gov website.

 

ITEM 1A. RISK FACTORS.

Risk Related to Current Economic Conditions

Current economic conditions may cause market rental rates and property values to decline, may impede disposition of our properties at commercially reasonable terms, and have had, and will likely continue to have, an adverse effect on our financial condition.

Current economic conditions, the availability and cost of credit, turmoil in the mortgage market, and declining real estate markets have contributed to increased volatility, lower real estate values, and diminished expectations for real estate markets and the economy going forward. Many economists are predicting economic conditions in the United States for 2011 to remain relatively weak, along with continued high levels of unemployment and vacancy rates at commercial properties as what has commonly been referred to as the “jobless recovery” persists through most of the year. Should such current economic conditions continue for a prolonged period of time, the value of our commercial real estate assets and the market rental rates that we are able to achieve may decline significantly. Deteriorating economic conditions could adversely impact the ability of one or more of our tenants to honor their lease payments and our ability to re-lease space on favorable terms as leases expire or as space otherwise becomes vacant at our properties. While we do not anticipate the need to access the credit markets, the impact of the current crisis in the credit markets may adversely affect the ability of potential purchasers of our properties to obtain financing. Therefore, this may affect our timing and/or ability to sell our properties at commercially reasonable terms. The current economic conditions and the difficulties currently being experienced in the mortgage and real estate markets have adversely affected our business model, financial condition, results of operations, and the valuation of our units. A worsening of these conditions would exacerbate the adverse effects that the current market environment has had on us and on commercial real estate in general.

Real Estate Risks

Changes in general economic conditions and regulatory matters germane to the real estate industry may cause our operating results to suffer and the value of our real estate properties to decline.

Our operating results will be subject to risks generally incident to the ownership of real estate, including:

 

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changes in general or local economic conditions;

 

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changes in supply of or demand for similar or competing properties in an area;

 

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changes in interest rates and availability of permanent mortgage funds, which may render the sale of a property difficult or unattractive;

 

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changes in tax, real estate, environmental, and zoning laws; and

 

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periods of high interest rates and tight money supply.

These and other reasons may prevent us from being profitable or from realizing growth or maintaining the value of our real estate properties.

General economic conditions may affect the timing of sale of our properties and the sale price we receive.

We may be unable to sell a property if or when we decide to do so. The real estate market is affected by many factors, such as general economic conditions, the availability of financing, interest rates, and other factors, including supply and demand for real estate investments, all of which are beyond our control. We cannot predict whether we will be able to sell any property for the price or on terms which are acceptable to us. Further, we cannot predict the length of time which will be needed to find a willing purchaser and to close the sale of a property.

Vacancy at one of our properties could reduce or eliminate future cash distributions to limited partners.

We anticipate that we will be required to expend in the future, substantial funds for tenant improvements and other costs necessary to re-lease the vacant space at 47300 Kato Road. If we are unable to secure a replacement tenant at 47300 Kato Road in a timely manner, property earnings would suffer, and we would be required to continue to reserve cash otherwise available for operating distributions to limited partners. In addition, the residual value of this property would be negatively impacted by vacancy because the market value is largely dependent upon the value of the leases in place at such property.

Adverse economic conditions in the geographic regions in which we own properties may negatively impact your overall returns.

Adverse economic conditions in the geographic regions in which we own our properties could affect the real estate values in this area or the business of our tenants if any of our tenants rely upon the local economy for their revenues. Therefore, changes in local economic conditions could reduce our income and distributions to limited partners or the amounts we could otherwise receive upon the sale of a property in a negatively affected region.

Adverse economic conditions affecting the particular industries of the tenants of our properties may negatively impact your overall returns.

Adverse economic conditions affecting a particular industry of one or more of our tenants could affect the financial ability of one or more of our tenants to make payments under their leases, which could cause delays in our receipt of rental revenues or a vacancy in one or more of our properties for a period of time. Therefore, changes in economic conditions of the particular industry of one or more of our tenants could reduce our income and distributions to limited partners and the value of one or more of our properties at the time of sale of such properties.

We are dependent on our tenants for substantially all of our revenue, so our success is materially dependent on the financial stability of our tenants.

Most of our properties are occupied by only a few tenants and, therefore, the success of our investments is materially dependent on the financial stability of our tenants. Lease payment defaults by tenants could cause us to reduce the amount of distributions to holders of Class A Units. A default of a tenant on its lease payments to us would cause us to lose the revenue from the property. In the event of a default, we may experience delays in

 

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Index to Financial Statements

enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-letting our property. If a lease is terminated, we cannot assure you that we will be able to lease the property for the rent previously received or sell the property without incurring a loss.

Your investment in units is subject to greater risk because we lack a diversified property portfolio.

Because we own interests in a limited number of properties, your investment in units is subject to a greater risk of loss. There is a greater risk that you will lose money in your investment because our portfolio of properties is not diverse by geographic location, property type, or industry group of tenants.

Our future financial success depends on only a few tenants.

The ability of our tenants to generate revenues is substantially dependent upon their financial condition and, accordingly, any event of bankruptcy, insolvency, or a general downturn in the business of any of these tenants may result in the failure or delay of such tenant’s rental payments, which may have a substantial adverse effect on our financial performance.

We depend on tenants for our revenue. Accordingly, lease terminations and/or tenant default could reduce our net income and limit our ability to make distributions to our limited partners.

The success of our investments materially depends on the financial stability of our tenants. A default or termination by a significant tenant on its lease payments to us would cause us to lose the revenue associated with such lease and require us to find an alternative source of revenue. In the event of a tenant default or bankruptcy, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and re-letting our property. If significant leases are terminated or defaulted upon, we may be unable to lease the property for the rent previously received or sell the property without incurring a loss. These events could cause us to reduce the amount of distributions to limited partners.

If one or more of our tenants file for bankruptcy, we may be precluded from collecting all sums due.

If one or more of our tenants, or the guarantor of a tenant’s lease, commences, or has commenced against it, any proceeding under any provision of the federal Bankruptcy Code, as amended, or any other legal or equitable proceeding under any bankruptcy, insolvency, rehabilitation, receivership, or debtor’s relief statute or law (bankruptcy proceeding), we may be unable to collect sums due under relevant leases. Any or all of the tenants, or a guarantor of a tenant’s lease obligations, could be subject to a bankruptcy proceeding. Such a bankruptcy proceeding may bar our efforts to collect pre-bankruptcy debts from these entities or their properties, unless we are able to obtain an enabling order from the bankruptcy court. If a lease is rejected by a tenant in bankruptcy, we would have only a general unsecured claim against the tenant, and may not be entitled to any further payments under the lease. A tenant’s or lease guarantor’s bankruptcy proceeding could hinder or delay efforts to collect past-due balances under relevant leases, and could ultimately preclude collection of these sums. Such an event could cause a decrease or cessation of rental payments, which would result in a reduction in our cash flow and the amount available for distribution to limited partners holding Class A Units. In the event of a bankruptcy proceeding, we cannot assure you that the tenant or its trustee will assume our lease. If a given lease, or guaranty of a lease, is not assumed, our cash flow and the amounts available for distribution to limited partners holding Class A Units may be adversely affected.

We may not have funding for future tenant improvements, which may reduce your returns and make it difficult to attract one or more new tenants.

When a tenant at one of our properties does not renew its lease or otherwise vacates its space in one of our buildings, it is likely that in order to attract one or more new tenants, we will be required to expend substantial funds for tenant improvements and tenant refurbishments to the vacated space and other lease-up costs.

 

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Substantially all of our net offering proceeds available for investment have been used for investment in Partnership properties, and we do not anticipate that we will maintain permanent working capital reserves. We also have not identified a funding source to provide funds which may be required in the future for tenant improvements, tenant refurbishments, and other lease-up costs in order to attract new tenants. We cannot assure you that any such source of funding will be available to us for such purposes in the future. In the event that we are required to use net cash from operations to fund such tenant improvements, tenant refurbishments, and other lease-up costs, cash distributions to limited partners holding Class A Units will be reduced or eliminated for potentially extended periods of time.

A property that incurs a vacancy could be difficult to sell or lease.

A property may incur a vacancy either by the continued default of a tenant under its lease or the expiration of one of our leases. Our properties may be leased to a single tenant and/or may be specifically suited to the particular needs of a certain tenant based on the type of business the tenant operates. If a vacancy on any of our properties continues for a long period of time, we may suffer reduced revenues resulting in less cash to be distributed to investors holding Class A Units. In addition, the resale value of the property could be diminished because the market value of a particular property will depend principally upon the value of the leases of such property.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our net income.

Our General Partners will attempt to obtain adequate insurance on all of our properties to cover casualty losses. However, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution, or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with potential terrorism acts could sharply increase the premiums we pay for coverage against property and casualty claims. We may not have adequate coverage for such losses. If any of our properties incur a casualty loss that is not fully insured, the value of our assets will be reduced by such uninsured loss. In addition, other than reserves of net cash from operations we may establish, we have no source of funding to repair or reconstruct any uninsured damaged property. Also, to the extent we must pay unexpectedly large amounts for insurance, we could suffer reduced earnings that would result in lower distributions to limited partners.

Uncertain market conditions and the broad discretion of our General Partners relating to the future disposition of properties could adversely affect the return on your investment.

We generally will hold the various remaining real properties in which we are invested until such time as the General Partners determine that the sale or other disposition thereof appears to be advantageous to achieve our investment objectives or until the sale of the properties is warranted, even if it appears that such objectives will not be met. Our General Partners intend to sell properties acquired for development after holding such properties for a period of 10 years from the date the development is completed, and intend to sell existing income-producing properties within 10 to 12 years after their acquisition, or as soon thereafter as market conditions permit. This is the period of time it typically takes to realize significant appreciation of the type of property in which we traditionally invest. However, our General Partners may exercise their discretion as to whether and when to sell a property, and we will have no obligation to sell properties at any particular time, except upon the termination of the Partnership as specified in the partnership agreement, or earlier if a majority of you vote to liquidate the Partnership pursuant to a formal proxy to liquidate. We cannot predict with any certainty the various market conditions affecting real estate investments that will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the future disposition of our properties, we cannot assure you that we will be able to sell our properties at a profit in the future. Accordingly, the timing of liquidation of the Partnership and the extent to which you will receive cash distributions and realize potential appreciation on our real estate investments will be dependent upon fluctuating market conditions.

 

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If any environmentally hazardous material is determined to exist on a property owned by the Partnership, our operating results could be adversely affected.

Under various federal, state, and local environmental laws, ordinances, and regulations, a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under, or in such property. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require expenditures. Environmental laws provide for sanctions in the event of noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. In connection with the acquisition and ownership of our properties, we may be potentially liable for such costs. The cost of defending against claims of liability, complying with environmental regulatory requirements, or remediating any contaminated property could materially adversely affect the business, assets, or results of operations of the Partnership and, consequently, amounts available for distribution to limited partners holding Class A Units.

The Partnership and/or other prior Wells public limited partnerships sponsored by our General Partners have sold real estate properties for a sale price less than the original purchase price.

Certain of the real estate properties previously purchased by the Partnership and other Wells public limited partnerships sponsored by the General Partners have not appreciated to the levels anticipated at the time of purchase. Recently some of these properties have been sold by such partnerships at purchase prices below the prices paid for such properties. We cannot guarantee that any of our properties will appreciate in value.

General Investment Risks

The Georgia Revised Uniform Limited Partnership Act (“GRULPA”) does not grant you any specific voting rights, and your rights are limited under our partnership agreement.

A vote of a majority in interest of the limited partners is sufficient to take the following significant Partnership actions:

 

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to amend our partnership agreement;

 

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to change our business purpose or our investment objectives;

 

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to remove our General Partners; or

 

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to authorize a merger or a consolidation of the Partnership.

These are your only significant voting rights granted under our partnership agreement. In addition, GRULPA does not grant you any specific voting rights. Therefore, your voting rights are severely limited.

You are bound by the majority vote on matters on which you are entitled to vote.

Limited partners may approve any of the above actions by majority vote of the outstanding units. Therefore, you are bound by such majority vote even if you do not vote with the majority on any of these actions.

Under our partnership agreement, we are required to indemnify our General Partners under certain circumstances which may reduce returns to our limited partners.

Under our partnership agreement and subject to certain limitations, the Partnership is required to indemnify our General Partners from and against losses, liabilities, and damages relating to or arising out of any action or inaction on behalf of the Partnership done in good faith and in the best interest of the Partnership. If substantial and expensive litigation should ensue and the Partnership is obligated to indemnify one or both General Partners, we may be forced to use substantial funds to do so, which may reduce the return on your investment.

 

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Payment of fees to our General Partners or their affiliates will reduce cash available for distributions to our limited partners.

Our General Partners or their affiliates perform services for us in connection with the management and leasing of our properties. Our affiliates may receive property management, leasing, and asset management fees of 4.5% of gross revenues in connection with the commercial properties we own. In addition, we will reimburse our General Partners or their affiliates for the administrative services necessary to our prudent operation, which includes actual costs of goods, services, and materials used for or by the Partnership. These fees and reimbursements will reduce the amount of cash available for capital expenditures to our properties or distributions to our limited partners.

The availability and the timing of cash distributions are uncertain.

We cannot assure you that sufficient cash will be available to make distributions to you from either net cash from operations or proceeds from the sale of properties. We bear all expenses incurred in connection with our operations, which are deducted from cash funds generated by operations prior to computing the amount of net cash from operations to be distributed to our general and limited partners. In addition, our General Partners, in their discretion, may retain all or any portion of net cash generated from our operations and/or proceeds from the sale of our properties for tenant improvements, tenant refurbishments, and other lease-up costs or for working capital reserves.

Gains and distributions upon sale of our properties are uncertain.

Although gains from the sale of properties typically represent a substantial portion of any profits attributable to real estate investments, we cannot assure you that we will realize any gains on the sale of our properties. In any event, you should not expect distribution of such proceeds to occur during the early years of our operations. We generally will not sell properties until at least 10 to 12 years after the acquisition of the properties, and our General Partners may exercise their discretion as to whether and when to sell a property; therefore, we have no obligation to sell properties at any particular time. Further, receipt of the full proceeds of such sales may be extended over a substantial period of time following the sales. In addition, the amount of taxable gain allocated to you with respect to the sale of a Partnership property could exceed the cash proceeds received from such sale. While the net proceeds from the sale of a property will generally be distributed to investors, the General Partners, in their sole discretion, may not make such distribution if such proceeds are used to:

 

  •  

purchase land underlying any of our properties;

 

  •  

buy out the interest of any co-venturer or joint venture partner in a property which is jointly owned;

 

  •  

establish working capital reserves; or

 

  •  

make repairs, maintenance, tenant improvements, capital improvements, or other expenditures to any of our existing properties.

We are uncertain of our sources for funding of future capital needs.

Substantially all of the gross proceeds of the offering were used to invest in properties and to pay various fees and expenses. In addition, we do not anticipate that we will maintain any permanent working capital reserves. Accordingly, in the event that we develop a need for additional capital in the future, such as the funding of tenant improvements, tenant refurbishments, or other lease-up costs, we have not identified any sources for such funding, and we cannot assure you that any sources of funding will be available to us for potential capital needs in the future.

We may need to reserve net cash from operations for future tenant improvements, which may reduce your returns.

We may be required to expend substantial funds for tenant improvements and tenant refurbishments to vacated space and other lease-up costs. Substantially all of our net offering proceeds available for investment were used

 

Page 10

Index to Financial Statements

for investment in Partnership properties, and we do not anticipate that we will maintain permanent working capital reserves. We also have no identified funding source to provide funds that may be required in the future for tenant improvements, tenant refurbishments, and other lease-up costs in order to attract new tenants. We cannot assure you that any such source of funding will be available to us for such purposes in the future. In the event that we are required to use net cash from operations to fund such tenant improvements, tenant refurbishments, and other lease-up costs, cash distributions to limited partners holding Class A Units will be reduced or eliminated for potentially extended periods of time.

Concentration of Credit Risk

The Partnership maintains bank accounts with high credit, quality financial institutions. At times, our cash balances may exceed the federally insured limits.

Marketability and Transferability Risks

There is no public trading market for your units.

There is no public market for your units, and we do not anticipate that any public trading market for your units will ever develop. If you attempt to sell your units, you would likely do so at substantially discounted prices on the secondary market. Further, our partnership agreement restricts our ability to participate in a public trading market or anything substantially equivalent to one by providing that any transfer which may cause us to be classified as a “publicly traded partnership” as defined in Section 7704 of the Internal Revenue Code shall be deemed void and shall not be recognized. Because classification of the Partnership as a “publicly traded partnership” may significantly decrease the value of your units, our General Partners intend to use their authority to the maximum extent possible to prohibit transfers of units, which could cause us to be classified as a “publicly traded partnership.”

Your units have limited transferability and lack liquidity due to restrictions under state regulatory laws and our partnership agreement.

You are limited in your ability to transfer your units. Our partnership agreement and certain state regulatory agencies have imposed restrictions relating to the number of units you may transfer. In addition, the suitability standards applied to you upon the purchase of your units may also be applied to persons to whom you wish to transfer your units. Accordingly, you may find it difficult to sell your units for cash or if you are able to sell your units, you may have to sell your units at a substantial discount. You may not be able to sell your units in the event of an emergency, and your units are not likely to be accepted as collateral for a loan.

Our estimated unit valuations should not be viewed as an accurate reflection of the value of the limited partners’ units.

The estimated unit valuations contained in this Annual Report on Form 10-K should not be viewed as an accurate reflection of the value of the limited partners’ units, what limited partners might be able to sell their units for, or the fair market value of the Partnership’s properties, nor do they necessarily represent the amount of net proceeds limited partners would receive if the Partnership’s properties were sold and the proceeds distributed in a liquidation of the Partnership in accordance with the net sale proceeds distribution allocation outlined in the partnership agreement. There is no established public trading market for the Partnership’s limited partnership units, and it is not anticipated that a public trading market for the units will ever develop. We did not obtain any third-party appraisals of our properties in connection with these estimated unit valuations. In addition, property values are subject to change and could decline in the future. The valuations performed by the General Partners are estimates only and are based on a number of assumptions that may not be accurate or complete and may or may not be applicable to any specific limited partnership units. Further, these estimated valuations are applicable only to limited partners who purchased their units directly from the Partnership in the Partnership’s original

 

Page 11

Index to Financial Statements

public offering of units. It also should be noted that as properties are sold and the net proceeds from property sales are distributed to limited partners, the remaining value of the Partnership’s portfolio of properties and the resulting value of the Partnership’s limited partnership units will naturally decline.

Special Risks Regarding Status of Units

If you hold Class A Units, we expect that you will be allocated more income than cash flow.

Since limited partners holding Class A Units are allocated substantially all of the Partnership’s net income, while substantially all deductions for depreciation and other tax losses are allocated to limited partners holding Class B Units, we expect that those of you who hold Class A Units will be allocated taxable income in excess of your cash distributions. We cannot assure you that cash flow will be available for distribution in any year.

The desired effect of holding Class A Units or Class B Units may be reduced depending on how many investors hold each type of unit.

You will be entitled to different rights and priorities as to distributions of cash flow from operations and net sale proceeds and as to the allocation of depreciation and other tax losses depending upon whether you are holding Class A Units or Class B Units. However, the effect of any advantage associated with holding Class A Units or Class B Units may be significantly reduced or eliminated, depending upon the ratio of Class A Units to Class B Units during any given period. We will not attempt to restrict the ratio of Class A Units to Class B Units, and we will not attempt to establish or maintain any particular ratio.

Management Risks

You must rely on our General Partners for management of our business.

Our General Partners make all decisions with respect to the management of the Partnership. Limited partners have no right or power to take part in the management of the Partnership, except through the exercise of limited voting rights. Therefore, you must rely almost entirely on our General Partners for management of the Partnership and the operation of its business. Our General Partners may be removed only under certain conditions set forth in our partnership agreement. If our General Partners are removed, they will receive payment equal to the fair market value of their interests in the Partnership, as agreed upon by our General Partners and the Partnership or by arbitration if they are unable to agree.

Leo F. Wells, III has a primary role in determining what is in the best interest of the Partnership and its limited partners.

Leo F. Wells, III is one of our General Partners and is the president, treasurer, and sole director of Wells Capital, the general partner Wells Partners, our other general partner. Therefore, one person has a primary role in determining what is in the best interest of the Partnership and its limited partners. Although Mr. Wells relies on the input of the officers and other employees of Wells Capital, he ultimately has the authority to make decisions affecting our Partnership operations. Therefore, Mr. Wells alone will determine the propriety of his own actions, which could result in a conflict of interest when he is faced with any significant decision relating to our Partnership affairs.

Our loss of, or inability to obtain, key personnel could delay or hinder implementation of our investment strategies, which could limit our ability to make distributions.

Our success depends to a significant degree upon the contributions of Leo F. Wells, III, Douglas P. Williams, and Randall D. Fretz, each of whom would be difficult to replace. We do not have employment agreements with Messrs. Wells, Williams, or Fretz, and we cannot guarantee that such persons will remain affiliated with us. If any of Wells Capital’s key personnel were to cease their affiliation with the Partnership, we may be unable to

 

Page 12

Index to Financial Statements

find suitable replacement personnel, and our operating results could suffer. We do not maintain key-person life insurance on any person. We believe that our future success depends, in large part, upon the ability of our General Partners to hire and retain highly skilled managerial and operational personnel. If we lose, or are unable to obtain, the services of highly skilled personnel or do not establish or maintain appropriate strategic relationships, our ability to implement our investment strategies could be delayed or hindered, and the value of your investment may decline.

Our operating performance could suffer if Wells Capital incurs significant losses, including those losses that may result from being the general partner of other entities.

We are dependent on Wells Capital to conduct our operations; thus, adverse changes in the financial condition of Wells Capital, including changes arising from litigation or our relationship with Wells Capital, could hinder its ability to successfully manage our operations and our portfolio of investments. As a general partner in many Wells-sponsored programs, Wells Capital may have contingent liabilities for the obligations of such programs. Enforcement of such obligations against Wells Capital could result in a substantial reduction of its net worth. If such liabilities affected the level of services that Wells Capital could provide, our operations and financial performance could suffer.

Our General Partners have a limited net worth consisting of illiquid assets, which may affect their ability to fulfill their financial obligations to the Partnership.

The net worth of our General Partners consists primarily of interests in real estate, retirement plans, partnerships, and closely held businesses and, in the case of Wells Capital, receivables from affiliated corporations and partnerships. Accordingly, the net worth of our General Partners is illiquid and not readily marketable. This illiquidity may be relevant to you in evaluating the ability of our General Partners to fulfill their financial obligations to the Partnership. In addition, our General Partners have significant commitments to the other Wells-sponsored programs.

Increases in our general and administrative operating expenses, including increased expenses associated with operating as a public company in the current regulatory environment, could limit our ability to make distributions.

As we evolve through our Partnership life cycle and sell various properties in our portfolio, our general and administrative operating expenses become a larger percentage in relationship to our operating cash flow and the value of our properties. Further, we bear all expenses incurred in connection with our operations, which are deducted from cash funds generated by operations prior to computing the amount of net cash from operations to be distributed to our limited partners. Therefore, as a result of the increased general and administrative operating expenses and increased percentage of such expenses, we cannot assure you that sufficient cash will be available to make future distributions to you from either net cash from our operations or proceeds from the sale of our properties.

Conflicts of Interest Risks

Our General Partners will face conflicts of interest relating to time management, which could result in lower returns on our investments.

Because our General Partners and their affiliates have interests in other real estate programs and also engage in other business activities, they could have conflicts of interest in allocating their time between our business and these other activities, which could affect operations of the Partnership. You should note that our partnership agreement does not specify any minimum amount of time or level of attention that our General Partners are required to devote to the Partnership.

 

Page 13

Index to Financial Statements

Our General Partners will face conflicts of interest relating to the sale and leasing of properties.

We may be selling properties at the same time as other Wells programs are buying and selling properties. We may have acquired or be selling properties in geographic areas where other Wells programs own properties or are trying to sell properties, which could lower the return on your investment.

Investments in joint ventures with affiliates and Piedmont Operating Partnership, LP will result in additional risks involving our relationship with the co-venturer.

We have entered into joint ventures with affiliates and Piedmont Operating Partnership, LP. In addition, Piedmont Operating Partnership, LP has a majority interest in Wells/Fremont Associates and The Wells Fund XI-Fund XII-REIT Joint Venture and, as a result, holds the controlling vote on significant joint venture matters. Such investments may involve risks not otherwise present with an investment in real estate, including, for example:

 

  •  

the possibility that our co-venturer, co-tenant, or partner in an investment might become bankrupt;

 

  •  

that such co-venturer, co-tenant, or partner may at any time have economic or business interests or goals which are, or which become, inconsistent with our business interests or goals; or

 

  •  

that such co-venturer, co-tenant, or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives.

Actions by such a co-venturer, co-tenant, or partner might result in subjecting the property to liabilities in excess of those contemplated and may have the effect of reducing your returns.

Our General Partners will face various conflicts of interest relating to joint ventures with affiliates.

Since our General Partners and their affiliates control both the Partnership and other affiliates, transactions between the parties with respect to joint ventures between such parties do not have the benefit of arm’s-length negotiation of the type normally conducted between unrelated co-venturers. Under these joint venture arrangements, neither co-venturer has the power to control the venture, and an impasse could be reached regarding matters pertaining to the joint venture, which might have a negative influence on the joint venture and decrease potential returns to you. In the event that a co-venturer has a right of first refusal to buy out the other co-venturer, it may be unable to finance such a buy-out at that time. It may also be difficult for us to sell our interest in any such joint venture or partnership or as a co-tenant in property. In addition, to the extent that our co-venturer, partner, or co-tenant is an affiliate of our General Partners, certain conflicts of interest will exist.

Federal Income Tax Risks

The Internal Revenue Service (“IRS”) may challenge our characterization of material tax aspects of your investment in the Partnership.

An investment in units involves certain material income tax risks, the character and extent of which are, to some extent, a function of whether you hold Class A Units or Class B Units. We will not seek any rulings from the IRS regarding any of the tax issues related to your units.

Investors may realize taxable income without cash distributions.

As a limited partner in the Partnership, you are required to report your allocable share of the Partnership’s taxable income on your personal income tax return regardless of whether or not you have received any cash distributions from the Partnership. For example, if you hold Class A Units, you will be allocated substantially all of our net income, defined in the partnership agreement to mean generally net income for federal income tax purposes, including any income exempt from tax, but excluding all deductions for depreciation and amortization

 

Page 14

Index to Financial Statements

and gain or loss from the sale of Partnership properties, even if such income is in excess of any distributions of cash from our operations. If you hold Class A Units, you will likely be allocated taxable income in excess of any distributions to you, and the amount of cash received by you could be less than the income tax attributable to the net income allocated to you.

We could potentially be characterized as a publicly traded partnership resulting in unfavorable tax results.

If the IRS were to classify the Partnership as a “publicly traded partnership,” we could be taxable as a corporation, and distributions made to you could be treated as portfolio income to you rather than passive income. We cannot assure you that we will not, at some time in the future, be treated as a publicly traded partnership due to the following factors:

 

  •  

the complex nature of the IRS rules governing our potential exemption from classification as a publicly traded partnership;

 

  •  

the lack of interpretive guidance with respect to such rules; and

 

  •  

the fact that any determination in this regard will necessarily be based upon events which have not yet occurred.

The IRS may challenge our allocations of profit and loss.

While it is more likely than not Partnership items of income, gain, loss, deduction, and credit will be allocated among our General Partners and our limited partners substantially in accordance with the allocation provisions of the partnership agreement, we cannot assure you that the IRS will not successfully challenge the allocations in the partnership agreement and reallocate items of income, gain, loss, deduction, and credit in a manner which reduces the anticipated tax benefits to investors holding Class B Units or increases the income allocated to investors holding Class A Units.

We may be audited and additional tax, interest and penalties may be imposed upon you.

Our federal income tax returns may be audited by the IRS. Any audit of the Partnership could result in an audit of your tax return, causing adjustments of items unrelated to your investment in the Partnership, in addition to adjustments to various Partnership items. In the event of any such adjustments, you might incur accountants’ or attorneys’ fees, court costs, and other expenses contesting deficiencies asserted by the IRS. You also may be liable for interest on any underpayment and certain penalties from the date your tax was originally due. The tax treatment of all Partnership items will generally be determined at the Partnership level in a single proceeding rather than in separate proceedings with each partner, and our General Partners are primarily responsible for contesting federal income tax adjustments proposed by the IRS. In this connection, our General Partners may extend the statute of limitations as to all partners and, in certain circumstances, may bind the partners to a settlement with the IRS. Further, our General Partners may cause us to elect to be treated as an “electing large partnership.” If they do, we could take advantage of simplified flow-through reporting of Partnership items. Adjustments to Partnership items would continue to be determined at the Partnership level, however, and any such adjustments would be accounted for in the year they take effect, rather than in the year to which such adjustments relate. Accordingly, if you make an election to change the status of your units between the years in which a tax benefit is claimed and an adjustment is made, you may suffer a disproportionate adverse impact with respect to any such adjustment. Further, our General Partners will have the discretion in such circumstances either to pass along any such adjustments to the partners or to bear such adjustments at the Partnership level, thereby potentially adversely impacting the holders of a particular class of units disproportionately to holders of the other class of units.

State and local taxes and a requirement to withhold state taxes may apply.

The state in which you reside may impose an income tax upon your share of our taxable income. Further, states in which we own properties may impose income taxes upon your share of our taxable income allocable to any

 

Page 15

Index to Financial Statements

Partnership property located in that state or other taxes on limited partnerships owning properties in their states. Many states have implemented or are implementing programs to require partnerships to withhold and pay state income taxes owed by nonresident partners relating to income-producing properties located in their states, and we may be required to withhold state taxes from cash distributions otherwise payable to you. In the event we are required to withhold state taxes from your cash distributions, or pay other state taxes, the amount of the net cash from operations otherwise payable to you would be reduced. In addition, such collection and filing requirements at the state level may result in increases in our administrative expenses, which would have the effect of reducing cash available for distribution to you. You are urged to consult with your own tax advisors with respect to the impact of applicable state and local taxes and state tax withholding requirements or other potential state taxes relating to an investment in our units.

Legislative or regulatory action could adversely affect investors.

In recent years, numerous legislative, judicial, and administrative changes have been made in the provisions of the federal income tax laws applicable to investments similar to an investment in our units. Additional changes to the tax laws are likely to continue to occur in the future, and we cannot assure you that any such changes will not adversely affect the taxation of a limited partner. Any such changes could have an adverse effect on an investment in our units or on the market value or the resale potential of our properties. You are urged to consult with your own tax advisor with respect to the impact of recent legislation on your investment in units and the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in our units.

Retirement Plan and Qualified Plan Risks

There are special considerations that apply to a pension or profit-sharing trust or an Individual Retirement Account (“IRA”) investing in units.

If you are investing the assets of a pension, profit-sharing, Section 401(k), Keogh, or other qualified retirement plan or the assets of an IRA in units, you should satisfy yourself that:

 

  •  

your investment is consistent with your fiduciary obligations under the Employee Retirement Income Security Act (“ERISA”) and the Internal Revenue Code;

 

  •  

your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plan’s investment policy;

 

  •  

your investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA;

 

  •  

your investment will not impair the liquidity of the plan or IRA;

 

  •  

your investment will not produce “unrelated business taxable income” for the plan or IRA;

 

  •  

you will be able to value the assets of the plan annually in accordance with ERISA requirements; and

 

  •  

your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

We may dissolve the Partnership if our assets are deemed to be plan assets or if we engage in prohibited transactions.

If our assets were deemed to be assets of qualified plans investing as limited partners, i.e., plan assets, our General Partners would be considered to be fiduciaries of such plans and certain contemplated transactions between our General Partners or their affiliates, and the Partnership may then be deemed to be “prohibited transactions” subject to excise taxation under Section 4975 of the Internal Revenue Code. Additionally, if our assets were deemed to be plan assets, the standards of prudence and other provisions of ERISA applicable to plan

 

Page 16

Index to Financial Statements

fiduciaries would apply to the General Partners with respect to our investments. We have not sought a ruling from the U.S. Department of Labor regarding the potential classification of our assets as plan assets.

In this regard, U.S. Department of Labor regulations defining plan assets for purposes of ERISA contain exemptions which, if satisfied, would preclude assets of a limited partnership such as ours from being treated as plan assets. We cannot assure you that our partnership agreement has been structured so that the exemptions in such Regulations would apply to us, although our General Partners intend that an investment by a qualified plan in units will not be deemed an investment in the assets of the Partnership. We can make no representations or warranties of any kind regarding the consequences of an investment in our units by qualified plans in this regard. Plan fiduciaries are urged to consult with, and rely upon, their own advisors with respect to this and other ERISA issues which, if decided adversely to the Partnership, could result in qualified plan investors being deemed to have engaged in “prohibited transactions,” which would cause the imposition of excise taxes and co-fiduciary liability under Section 405 of ERISA in the event actions taken by us are deemed to be nonprudent investments or “prohibited transactions.”

In the event our assets are deemed to constitute plan assets or certain transactions undertaken by us are deemed to constitute “prohibited transactions” under ERISA or the Internal Revenue Code, and no exemption for such transactions is obtainable by us, the General Partners have the right, but not the obligation, upon notice to all limited partners, but without the consent of any limited partner, to:

 

  •  

compel a termination and dissolution of the Partnership; or

 

  •  

restructure our activities to the extent necessary to comply with any exemption in the U.S. Department of Labor regulations or any prohibited transaction exemption granted by the Department of Labor or any condition which the Department of Labor might impose as a condition to granting a prohibited transaction exemption.

Adverse tax consequences may result because of minimum distribution requirements.

If you hold units in an IRA or you intend to acquire units in a secondary market through your IRA, or if you are a custodian of an IRA or a trustee or other fiduciary of a retirement plan which is holding units or is considering an acquisition of units through a secondary market, you must consider the limited liquidity of an investment in our units as it relates to applicable minimum distribution requirements under the Internal Revenue Code. If units are held and our properties have not yet been sold at such time as mandatory distributions are required to begin to an IRA beneficiary or qualified plan participant, Sections 408(a)(6) and 401(a)(9) of the Internal Revenue Code will likely require that a distribution-in-kind of the units be made to the IRA beneficiary or qualified plan participant. Any such distribution-in-kind of units must be included in the taxable income of the IRA beneficiary or qualified plan participant for the year in which the units are received at the fair market value of the units, and taxes attributable thereto must be paid without any corresponding cash distributions from us with which to pay such income tax liability.

Unrelated business taxable income (“UBTI”) may be generated with respect to tax-exempt investors.

We do not intend or anticipate that the tax-exempt investors in the Partnership will be allocated income deemed to be derived from an unrelated trade or business. Notwithstanding this, the General Partners do have limited authority to borrow funds deemed necessary:

 

  •  

to finance improvements necessary to protect capital previously invested in a property;

 

  •  

to protect the value of our investment in a property; or

 

  •  

to make one of our properties more attractive for sale or lease.

Our General Partners have represented that they will not cause the Partnership to incur indebtedness unless they obtain an opinion from legal counsel or an opinion from our tax accountants that the proposed indebtedness more than likely will not cause the income allocable to tax-exempt investors to be characterized as UBTI. Any such

 

Page 17

Index to Financial Statements

opinion will have no binding effect on the IRS or any court, however, and some risk remains that we may generate UBTI for our tax-exempt investors in the event that it becomes necessary for us to borrow funds.

Further, in the event we were deemed to be a “dealer” in real property, defined as one who holds real estate primarily for sale to customers in the ordinary course of business, the gain realized on the sale of our properties which is allocable to tax-exempt investors would be characterized as UBTI.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS.

There were no unresolved SEC staff comments as of December 31, 2010.

 

Page 18

Index to Financial Statements
ITEM 2. PROPERTIES.

Overview

The Partnership owns indirect interests in all of its real estate assets through joint ventures with other entities affiliated with the General Partners and Piedmont Operating Partnership, LP (“Piedmont OP”), formerly known as Wells Operating Partnership, L.P. Piedmont OP is a Delaware limited partnership, with Piedmont REIT serving as its general partner. Piedmont REIT is a Maryland corporation that qualifies as a real estate investment trust. During the periods presented, the Partnership owned interests in the following joint ventures (the “Joint Ventures”) and properties:

 

                  Leased % as of December 31,  

Joint Venture

  

Joint Venture Partners

   Ownership %    

Properties

   2010     2009     2008     2007     2006  

The Fund IX, Fund X, Fund XI and REIT Joint Venture

(“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.

•Piedmont Operating Partnership, LP

    

 

 

 

 39.0%

48.5%

  8.8%

  3.7%

   

  

  

  

  

1. 1315 West Century Drive(1)

A two-story office building located in Louisville, Colorado

     –          –          –          –          –     
     

2. 360 Interlocken Building

A three-story office building located in Broomfield, Colorado

     100%        28%        30%        100%        100%   
     

3. Avaya Building(2)

A one-story office building located in Oklahoma City, Oklahoma

     –          100%        100%        100%        100%   
     

4. Iomega Building(3)

A single-story warehouse and office building located in Ogden, Utah

     –          –          –          –          100%   
   

Fund X and Fund XI Associates

(“Fund X-XI Associates”)

  

•Wells Real Estate Fund X, L.P.

•Wells Real Estate Fund XI, L.P.

    

 

 58.0%

42.0%

   

  

   This joint venture owns interests only in other joint ventures and does not own any properties directly.    
   

Wells/Fremont Associates

  

•Fund X-XI Associates

•Piedmont Operating Partnership, LP

    

 

 22.5%

77.5%

   

  

  

5. 47300 Kato Road

A two-story warehouse and office building located in Fremont, California

     0%        100%        100%        100%        100%   
   

The Wells Fund XI-Fund XII-REIT Joint Venture

(“Fund XI-XII-REIT

    Associates”)

  

•Wells Real Estate Fund XI, L.P.

•Wells Real Estate Fund XII, L.P.

•Piedmont Operating Partnership, LP

    

 

 

 26.1%

17.1%

56.8%

   

  

  

  

6. 111 Southchase Boulevard(4)

A two-story manufacturing and office building located in Fountain Inn, South Carolina

     –          –          –          –          100%   
     

7. 20/20 Building

A three-story office building located in Leawood, Kansas

     91%        91%        91%        77%        77%   
   

 

  (1)

The property was sold in December 2006.

 

  (2)

The property was sold in October 2010.

 

  (3)

The property was sold in January 2007.

 

  (4)

This property was sold in May 2007.

Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P., and Wells Real Estate Fund XII, L.P. are affiliated with the Partnership through common general partners. Each of the properties described above was acquired on an all-cash basis.

 

Page 19

Index to Financial Statements

Lease Expirations

As of December 31, 2010, the lease expirations scheduled during the following 10 years for all properties in which the Partnership held an interest through the Joint Ventures, assuming no exercise of renewal options or termination rights, are summarized below:

 

Year of

Lease

Expiration

   Number of
Leases
Expiring		   Square
Feet
Expiring		     Annualized
Gross Base
Rent in Year of
Expiration		     Partnership
Share of
Annualized
Gross Base
Rent in Year of
Expiration(1)		     Percentage
of Total
Square Feet
Expiring		   Percentage
of Total
Annualized Base
Rent in Year of
Expiration

2012(2)

   3     58,665      $ 1,127,727      $ 278,234          51.6%       54.1%

2014(3)

   1     7,647        145,293        37,994          6.7         7.0  

2016(4)

   1     4,832        68,856        6,052          4.3         3.3  

2020(5)

       1         42,463        743,103        65,319        37.4       35.6  
                                   
  6     113,607      $ 2,084,979      $ 387,599      100.0%   100.0%
                                   

 

  (1)

The Partnership’s share of annualized gross base rent in year of expiration is calculated based on the Partnership’s ownership percentage in the joint venture that owns the leased property.

 

  (2)

Expiration of Blue Cross and Blue Shield of Kansas City lease at the 20/20 Building (approximately 15,000 square feet); the EPOCH Group, L.C. lease at the 20/20 Building (approximately 39,300 square feet); and Lighthouse Financial, LLC lease at the 360 Interlocken Building (approximately 4,400 square feet).

 

  (3)

Expiration of Nolan Real Estate Services, Inc. lease at the 20/20 Building (approximately 7,600 square feet).

 

  (4)

Expiration of Culver Financial lease at the 360 Interlocken Building (approximately 4,800 square feet).

 

  (5)

Expiration of the AVNET, Inc. lease at the 360 Interlocken Building (approximately 42,500 square feet).

Property Descriptions

The properties in which the Partnership owns an interest through the Joint Ventures during the periods presented are further described below:

1315 West Century Drive

The 1315 West Century Drive property is a two-story office building containing approximately 107,000 rentable square feet located on a 15-acre tract of land located in Louisville, Colorado. On December 22, 2006, Fund IX-X-XI-REIT Associates sold 1315 West Century Drive to an unrelated third party for a gross sale price of $8,325,000. As a result of the sale, Fund IX-X-XI-REIT Associates received net sale proceeds of approximately $8,060,000, of which approximately $708,000 was distributed to the Partnership. In the third quarter of 2006, Fund IX-X-XI-REIT Associates recognized an impairment loss of approximately $354,000 to reduce the carrying value of 1315 West Century Drive to its estimated fair value, less costs to sell, and recognized an additional loss on sale of approximately $148,000. Approximately $31,000 and $13,000 of the impairment loss and loss on sale were allocated to the Partnership, respectively.

360 Interlocken Building

The 360 Interlocken Building is a three-story, multi-tenant office building containing approximately 52,000 rentable square feet located on a 5.1-acre tract of land in Broomfield, Colorado. Approximately 36,200 square feet (or approximately 70% of the building) was under a lease with GAIAM, Inc. (“GAIAM”) through May 31, 2008. After fulfilling the terms of the lease, GAIAM vacated the space in May 2008, which remained vacant until November 2010. On September 2, 2010, Fund IX-X-IX-REIT Associates entered into a 120-month lease agreement with AVNET, Inc. (“AVNET”) for approximately 82% of the 360 Interlocken Building, which commenced on November 24, 2010 and extends through November 30, 2020 (with a one-time

 

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Index to Financial Statements

termination provision in September 2018). Following a ten-month base rental abatement period, annual base rent of $9.00 per square foot shall be payable through November 30, 2011. Effective December 1, 2011, annual base rent of $13.50 per square foot shall be payable and is scheduled to increase by $0.50 per square foot annually beginning on December 1, 2012 through the remainder of the lease term. The annualized base rent payable in 2020 will be approximately $743,000. The remainder of the building is leased to Culver Financial (approximately 10% of building, expiring June 2016) and Lighthouse Financial, LLC (approximately 8% of the building, expiring July 2012). In addition to monthly base rent, AVNET and Culver Financial are also required to reimburse the Registrant for the pro rata share of their operating expenses and real estate taxes for the 360 Interlocken Building. We are currently marketing this property for disposition.

Avaya Building

The Avaya Building is a one-story office building containing approximately 57,000 net rentable square feet on 5.3 acres of land in Oklahoma City, Oklahoma. The Avaya Building was 100% leased to Avaya, Inc. through January 31, 2015. On October 15, 2010, Fund IX-X-XI-REIT Associates sold the Avaya Building to an unrelated third party for a gross sale price of $5,300,000. As a result of the sale, the Partnership received net sale proceeds of approximately $449,000 and was allocated a gain of approximately $60,000.

Iomega Building

The Iomega Building is a single-story warehouse and office building containing approximately 108,000 rentable square feet located in Ogden, Utah. On January 31, 2007, Fund IX-X-XI-REIT Associates sold the Iomega Building to an unrelated third party for a gross sale price of $4,867,000. As a result of the sale, the Partnership received net sale proceeds of approximately $412,000 and was allocated a gain of approximately $16,000.

47300 Kato Road

The 47300 Kato Road property is a vacant two-story warehouse and office building containing approximately 58,000 square feet, located in Fremont, California. TCI International, Inc., the previous sole tenant, occupied the building from December 2004 through May 2010. We are currently marketing the property for lease and for sale.

111 Southchase Boulevard

The 111 Southchase Boulevard property is a two-story manufacturing and office building containing approximately 168,000 rentable square feet located in Fountain Inn, South Carolina. The building is comprised of approximately 135,000 square feet of warehouse space and approximately 33,000 square feet of office space. On May 23, 2007, Fund XI-XII-REIT Associates sold 111 Southchase Boulevard to an unrelated third party for a gross sale price of $7,625,000. As a result of the sale, the Partnership received net sale proceeds of approximately $1,892,000 and was allocated a gain of approximately $517,000.

20/20 Building

The 20/20 Building is a three-story office building containing approximately 68,000 rentable square feet on a 7.12-acre tract of land located in Leawood, Kansas. In December 2006, Fund XI-XII-REIT Associates and Blue Cross and Blue Shield of Kansas City (“Blue Cross and Blue Shield”) entered into a lease agreement for approximately 22% of the 20/20 Building that commenced in February 2007 and will expire in October 2012. Blue Cross and Blue Shield has the right to extend the lease for up to two additional five-year periods at a rate equal to the then-current fair market rental rate. The lease allowed for a five-month rental abatement period commencing February 1, 2007 through June 30, 2007. As of December 31, 2010, annualized base rent payable was approximately $282,000 and is scheduled to increase by $0.25 per square foot annually each November. The annualized base rent in 2012 will be approximately $285,000.

 

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In December 2006, Fund XI-XII-REIT Associates and The EPOCH Group, L.C. (“EPOCH”) entered into a lease agreement for approximately 58% of the 20/20 Building that commenced in June 2007 and will expire in October 2012. EPOCH has the right to extend the lease for up to two additional five-year periods at a rate equal to the then-current fair market rental rate. The lease allowed for a five-month rental abatement period commencing June 1, 2007 through October 31, 2007. As of December 31, 2010, annualized base rent payable was approximately $737,000 and is scheduled to increase by $0.25 per square foot annually each November. The annualized base rent in 2012 will be approximately $747,000.

In October 2008, Fund XI-XII-REIT Associates and Nolan Real Estate Services, Inc. (“Nolan”) entered into a lease agreement for approximately 11% of the 20/20 Building that commenced in December 2008 and will expire in February 2014. Nolan has the right to extend the lease for up to one additional five-year period at a rate equal to the then-current fair market rental rate. The lease allowed for a two-month rental abatement period commencing December 2008 through January 2009. As of December 31, 2010, annualized base rent payable was approximately $141,000 and is scheduled to increase by $0.25 per square foot annually each March. The annualized base rent in 2014 will be approximately $145,000.

 

ITEM 3. LEGAL PROCEEDINGS.

From time to time, we are party to legal proceedings which arise in the ordinary course of our business. We are not currently involved in any litigation for which the outcome would, in the judgment of the General Partners based on information currently available, have a materially adverse impact on the results of operations or financial condition of the Partnership, nor is management aware of any such litigation threatened against us. For a description of pending litigation involving certain related parties, see “Assertion of Legal Action Against Related-Parties” in Item 1. of this report.

 

ITEM 4. RESERVED.

 

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PART II

 

ITEM 5. MARKET FOR PARTNERSHIP’S UNITS AND RELATED SECURITY HOLDER MATTERS.

Summary

As of February 28, 2011, 1,430,724 Class A Units and 222,556 Class B Units held by a total of 1,229 and 77 limited partners, respectively, were outstanding. Original capital contributions were equal to $10.00 per each limited partnership unit; to date, the Partnership has returned capital in the form of distributions of net sale proceeds to its limited partners equal to, on average, $5.14 per Class A Unit and $9.82 per Class B Unit, as further described below. A public trading market has not been established for the Partnership’s limited partnership units, nor is such a market anticipated to develop in the future. The partnership agreement provides the General Partners with the right to prohibit transfers of units under certain circumstances.

Unit Valuation

Because fiduciaries of retirement plans subject to ERISA and the IRA custodians are required to determine and report the value of the assets held in their respective plans or accounts on an annual basis, the General Partners are required under the partnership agreement to report estimated unit values to the limited partners each year in the Partnership’s Annual Report on Form 10-K. The methodology to be utilized for determining such estimated unit values under the partnership agreement requires the General Partners to estimate the amount a unit holder would receive assuming that the Partnership’s properties were sold at their estimated fair market values as of the end of the Partnership’s fiscal year and the proceeds therefrom, plus the amount of net sale proceeds held by the Partnership at year-end from previous property sales, if any, were distributed to the limited partners in liquidation in accordance with the net sale proceeds distribution allocation outlined in the partnership agreement. The estimated unit valuations are intended to be an estimate of the distributions that would be made to limited partners who purchased their units directly from the Partnership in the Partnership’s original public offering of units, taking into account conversion elections as provided for in the partnership agreement.

The General Partners of the Partnership recently completed their estimated unit valuations as of December 31, 2010. Utilizing the foregoing methodology, the General Partners have estimated the Partnership’s unit valuations, based on their estimates of property values as of December 31, 2010, to be approximately $1.84 per Class A Unit and $1.48 per Class B Unit, based upon market conditions existing in early December 2010. These estimates should not be viewed as an accurate reflection of the value of the limited partners’ units, how much limited partners might be able to sell their units for, or the fair market value of the Partnership’s properties, nor do they necessarily represent the amount of net proceeds limited partners would receive if the Partnership’s properties were sold and the proceeds were distributed in a liquidation of the Partnership. There is no established public trading market for the Partnership’s limited partnership units, and it is not anticipated that a public trading market for the units will ever develop. In addition, property values are subject to change and could decline in the future. While, as required by the partnership agreement, the General Partners have obtained an opinion from The David L. Beal Company, an independent appraiser certified by the Member Appraisal Institute, to the effect that such estimates of value were deemed reasonable and were prepared in accordance with appropriate methods for valuing real estate, no actual appraisals were obtained due to the inordinate expense that would be involved in obtaining appraisals for all of the Partnership’s properties.

The valuations performed by the General Partners are estimates only and are based on a number of assumptions which may not be accurate or complete and may or may not be applicable to any specific limited partnership units. For example, as a result of the availability of conversion elections under the partnership agreement and the resulting complexities involved relating to the distribution methodology under the partnership agreement, each limited partnership unit of the Partnership potentially has its own unique characteristics as to distributions and value. These estimated valuations are applicable only to limited partners who purchased their units directly from the Partnership in the Partnership’s original public offering of units. Further, as set forth above, no third-party

 

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Index to Financial Statements

appraisals have or will be obtained. For these reasons, the estimated unit valuations set forth above should not be used by or relied upon by investors, other than fiduciaries of retirement plans and IRA custodians for limited ERISA and IRA reporting purposes, as any indication of the fair market value of their units. In addition, it should be noted that ERISA plan fiduciaries and IRA custodians may use estimated unit valuations obtained from other sources, such as prices paid for the Partnership’s units in secondary market trades, and that such estimated unit valuations may well be lower than those estimated by the General Partners using the methodology required by the partnership agreement.

It should also be noted that as the Partnership’s properties are sold and the net proceeds from property sales are distributed to limited partners, the remaining value of the Partnership’s portfolio of properties, and resulting value of Partnership’s limited partnership units, will naturally decline. In considering the foregoing estimated unit valuations, it should be noted that the Partnership has previously distributed net sale proceeds in the amount of $5.14 per Class A Unit and $9.82 per Class B Unit to its limited partners. These amounts are intended to represent the per-unit distributions received by limited partners who purchased their units directly from the Partnership in the Partnership’s original public offering of units, and who have made no conversion elections under the partnership agreement. Limited partners who have made one or more conversion elections would have received different levels of per-unit distributions.

Operating Distributions

Operating cash available for distribution to the limited partners is generally distributed on a quarterly basis. Under the partnership agreement, distributions from net cash from operations are allocated first to the limited partners holding Class A Units (and limited partners holding Class B Units that have elected a conversion right that allows them to share in the distribution rights of limited partners holding Class A Units) until they have received an amount equal to 10% of their adjusted capital contributions. Cash available for distribution is then distributed to the General Partners until they have received an amount equal to 10% of cash distributions previously distributed to the limited partners. Any remaining cash available for distribution is split between the limited partners holding Class A Units and the General Partners on a basis of 90% and 10%, respectively.

Operating distributions to limited partners are accrued for accounting purposes in the quarter earned and paid to Class A limited partners in the following quarter. No operating cash distributions were paid to holders of Class A Units, Class B Units, or the General Partners during the years ended December 31, 2009 or 2010.

 

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Index to Financial Statements
ITEM 6. SELECTED FINANCIAL DATA.

A summary of the selected financial data as of and for the fiscal years ended December 31, 2010, 2009, 2008, 2007, and 2006 for the Partnership is provided below. The comparability of net income for the periods presented below is impacted by the sale of properties described in Item 2.

 

     2010     2009     2008     2007      2006  

Total assets

    $ 2,971,386      $ 3,219,104      $ 3,665,811      $ 4,788,650       $ 7,227,747   

Equity in income (loss) of Joint Ventures

    $ (93,414 )    $ (301,829 )    $ (953,562 )    $ 621,615       $ (222,194 ) 

Net income (loss)

    $ (248,591 )    $ (436,239 )    $ (1,093,609 )    $ 598,221       $ (279,569 ) 

Net income (loss) allocated to:

            

Class A Limited Partners

    $ (251,274 )    $ (436,239 )    $ (1,092,949 )    $ 218,125       $ (279,569 ) 

Class B Limited Partners

    $ 2,683      $ 0      $ 0      $ 379,436       $ 0   

General Partners

    $ 0      $ 0      $ (660 )    $ 660       $ 0   

Net income (loss) per weighted-average

Limited Partner Unit:

            

Class A

      $(0.18 )      $(0.30 )      $(0.76 )      $0.15         $(0.20 ) 

Class B

      $ 0.01        $ 0.00        $ 0.00        $1.70         $ 0.00   

Operating cash distribution to investors per weighted-average Class A

Limited Partner Unit:

            

Investment income

      $ 0.00        $ 0.00        $ 0.00        $0.00         $ 0.00   

Return of capital

      $ 0.00        $ 0.00        $ 0.00        $0.00         $ 0.00   

Operating cash distribution to investors per weighted-average Class B

Limited Partner Unit:

            

Investment income

      $ 0.00        $ 0.00        $ 0.00        $0.00         $ 0.00   

Return of capital

      $ 0.00        $ 0.00        $ 0.00        $0.00         $ 0.00   

Distribution of net sale proceeds per weighted-average Limited Partner Unit:

            

Class A

      $ 0.00        $ 0.00        $ 0.00        $1.88         $ 0.00   

Class B

      $ 0.00        $ 0.00        $ 0.00        $1.70         $ 0.00   

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL AND CONDITION RESULTS OF OPERATIONS.

The following discussion and analysis should be read in conjunction with the Selected Financial Data presented in Item 6 and our accompanying financial statements and notes thereto. See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I of this report and “Risk Factors” in Item 1A. of this report.

Overview

Portfolio Overview

We are currently in the positioning-for-sale phase of our life cycle. We have sold eight of the eleven properties in which we have held interests, following the sale of the Avaya Building in October 2010. On September 2, 2010, Fund IX-X-IX-REIT Associates entered into a 120-month lease agreement with AVNET for approximately 82% of the 360 Interlocken Building, which commenced November 24, 2010 and extends through November 30, 2020. Our focus at this time involves leasing and marketing efforts that we believe will ultimately result in the best disposition pricing of our assets for our investors.

The fourth quarter 2010 operating distributions to limited partners were reserved. We anticipate that operating and net sale proceeds distributions will continue to be reserved due to various factors, including our intention to fund our pro rata share of property operating costs, anticipated re-leasing costs, and capital improvements for our remaining properties.

 

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Index to Financial Statements

Property Summary

As we move further into the positioning-for-sale phase, we will continue to focus on re-leasing vacant space and space that may become vacant upon the expiration of our current leases. In doing so, we will seek to maximize returns to our limited partners by attempting to negotiate long-term leases at market rental rates while attempting to minimize down time, re-leasing expenditures, ongoing property level costs, and portfolio costs. As properties are positioned for sale, our attention will shift to locating suitable buyers, negotiating purchase-sale contracts that will attempt to maximize the total return to our limited partners and minimize contingencies and potential post-closing obligations to buyers. As of February 28, 2011, the Partnership owned interests in three properties.

Information relating to the properties owned, or previously owned, by the joint ventures is provided below:

 

  •  

The Cort Building was sold on September 11, 2003.

 

  •  

The Johnson Matthey Building was sold on October 5, 2004.

 

  •  

The Alstom Power – Knoxville Building was sold on March 15, 2005.

 

  •  

The Gartner Building was sold on April 13, 2005.

 

  •  

The 1315 West Century Drive property was sold on December 22, 2006.

 

  •  

The Iomega Building was sold on January 31, 2007.

 

  •  

The 111 Southchase Boulevard property was sold on May 23, 2007.

 

  •  

The Avaya Building was sold on October 15, 2010.

 

  •  

The 360 Interlocken Building, located in the Broomfield submarket of Denver, Colorado, is 100% leased to three tenants. The major lease to AVNET for 82% of the building extends through November 2020. We are currently marketing this property for disposition.

 

  •  

The 47300 Kato Road property, located in Fremont, California, in the Silicon Valley area, is currently vacant. TCI International, Inc., the previous sole tenant, vacated the property in May 2010. We are currently marketing the property for lease and sale.

 

  •  

The 20/20 Building, located in Leawood, Kansas, is 91% leased. The major leases for approximately 80% of the building extend through October 2012. We are actively working on re-leasing the remaining vacant space in this building.

Industry Factors

Our results continue to be impacted by a number of factors influencing the real estate industry.

General Economic Conditions and Real Estate Market Commentary

Management reviews a number of economic forecasts and market commentaries in order to evaluate general economic conditions and to formulate a view of the current environment’s effect on the real estate markets in which we operate.

As measured by the U.S. gross domestic product (“GDP”), the U.S. economy’s growth increased at an annual rate of 2.8% in the fourth quarter of 2010, according to estimates. This is an indication that the market has stabilized and an economic recovery is currently under way. For the full year of 2010, real GDP increased 2.8% compared with a 2.6% decrease in 2009. The main contributors to the increase in real GDP growth in 2010 were positive contributions from personal consumption expenditures, private domestic investment, and government consumption expenditures. While management believes the U.S. economy is beginning to show signs of recovery, we believe this recovery will be gradual and that downside risks related to factors, such as employment and housing, still exist.

 

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Index to Financial Statements

Real estate market fundamentals underlying the U.S. office markets continued to deteriorate in 2010, as evidenced by a vacancy rate of 17.6% for the fourth quarter compared with 17.0% vacancy this same time a year ago. There was negative net absorption of 14.5 million square feet in 2010, in addition to the 79 million square feet of negative absorption in 2009. As anticipated, average rents have also declined from a $27.79 rate in fourth quarter 2009 to current rates of $27.53, a 0.94% decline. On a positive note, however, fourth quarter numbers show a positive net absorption of 2.5 million square feet, the first quarter of positive absorption since 2007, and a stabilization in vacancy rates and rental rates. Additionally, as the overall economy continues to improve, the office market should follow suit with modestly improving fundamentals in 2011.

Transaction volume for office properties increased significantly in 2010 with over $41 billion in transactions, more than doubling 2009 activity of $17.3 billion. Fourth quarter 2010 activity was $18.7 billion, which was more than all of 2009 activity combined. Much of the sales activity was made up of portfolio transactions and larger deals concentrated in major markets such as New York; Washington, D.C.; and Chicago. Capitalization rates (first year income returns) also experienced sharp declines in 2010 dropping nearly 200 basis points overall. Average central business district capitalization rates finished the year at 6.2%, a 225 basis point reduction from 2009, and suburban rates averaged 7.7%, 135 basis points lower than 2009. Both exchange-listed REITs and nontraded REITs were the largest buyers of real estate in 2010, with over $8 billion of total transaction activity. Commercial mortgage-backed securities also made a return in 2010, which bodes well for 2011 financing expectations.

After a sluggish office market in 2009, recent transaction activity suggests that the market has bottomed out and headed toward an even stronger, healthier recovery. According to Real Capital Analytics, “Office investment rebounded strongly in 2010 with transaction volume more than doubling and capitalization rates dropping by nearly 200 basis points.” Nevertheless, the majority of transactions in 2010 continued to be well-tenanted assets in primary markets. This disparity is largely determined by cash flow quality, investor profile, and location of the asset. Properties that are in top-tier markets with credit tenants and lack of near-term lease rollover are commanding significantly higher prices and lower cap rates than properties lacking these qualities. Recent pricing spreads and sales volumes in Washington, D.C.; New York; San Francisco; Boston; Chicago; and other desirable markets validate this trend. Additionally, rising delinquencies and looming debt maturities could force distressed sellers to dispose of assets at discounted prices. Even though evidence shows little distressed office sales compared to the amount of distressed assets, in the fourth quarter of 2010, distressed office sales exceeded the previous three quarters combined and accounted for 17% of all office transactions in the fourth quarter of 2010. Cash buyers should be in prime position to capitalize on these distressed situations should they occur.

Impact of Economic Conditions on our Portfolio

While some of the market conditions noted above may indicate expected changes in rental rates, the extent to which our portfolio may be affected is dependent upon the contractual rental rates currently provided in existing leases at the properties we own. As the majority of our in-place leases are at properties that were acquired at times during which the market demanded higher rental rates, as compared with today, new leasing activities in certain markets may result in a decrease in future rental rates. Additionally, the turbulence in the credit markets may adversely affect the ability of potential purchasers of our properties to obtain financing.

Less diversified real estate funds that own fewer properties, such as the Partnership, and those with current vacancies or near-term tenant rollover, such as the Partnership, may face an increasingly challenging leasing environment. The properties within these funds may be required to offer lower rental rates and higher concession packages to potential tenants, the degree to which will depend heavily on the specific property and market.

From a valuation standpoint, it is generally preferable to either renew an existing tenant lease or re-lease the property prior to marketing it for sale. Generally, buyers will heavily discount their offering prices to compensate for existing or pending vacancies.

 

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Liquidity and Capital Resources

Overview

Our operating strategy entails funding expenditures related to the recurring operations of the Joint Ventures’ properties and the portfolio with operating cash flows, including current and prior period operating distributions received from the Joint Ventures, and assessing the amount of remaining cash flows that will be required to fund known future re-leasing costs and other capital improvements. Any residual operating cash flows are generally considered available for distribution to the Class A limited partners and, unless reserved, are generally paid quarterly. To the extent that operating cash flows are insufficient to fund our recurring operations, net sale proceeds will be utilized. As a result, the ongoing monitoring of our cash position is critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in one or more of our core markets could adversely impact the ability of one or more of our tenants to honor lease payments and our ability to re-lease space on favorable terms as leases expire or space otherwise becomes vacant. In the event of either situation, cash flows and, consequently, our ability to provide funding for capital needs could be adversely affected.

Short-Term Liquidity

During the year ended December 31, 2010, net operating cash outflows, including distributions received from the Joint Ventures, were approximately $11,000, primarily due to (i) the low level of occupancy at the 360 Interlocken Building prior to the execution of the lease with AVNET in September 2010, (ii) Fund IX-X-XI-REIT Associates retaining its operating cash flow to fund re-leasing costs for the Avaya Building and the 360 Interlocken Building, and (iii) the current vacancy at 47300 Kato Road. Operating distributions from the Joint Ventures generally consist of rental revenues and tenant reimbursements, less property operating expenses, management fees, general administrative expenses, and capital expenditures. The extent to which any future operating distributions are paid to limited partners will be largely dependent upon the amount of cash generated from the Joint Ventures, our expectations of future cash flows, and determination of near-term cash needs to fund our share of property operating costs, tenant re-leasing costs, and other capital improvements for properties owned by the Joint Ventures. We anticipate that future operating distributions from the Joint Ventures may decline in the near-term as a result of our intention to fund our pro rata share of anticipated re-leasing costs and capital improvements for our remaining properties.

During the year ended December 31, 2010, we invested (i) approximately $170,000 in Fund IX-X-XI-REIT Associates to fund our pro rata share of re-leasing costs for the 360 Interlocken Building and the Avaya Building and (ii) approximately $12,000 in Fund X-XI-REIT Associates – Fremont to fund our pro rata share of property operating costs at 47300 Kato Road, which is currently vacant.

We believe that the cash on hand and operating distributions from the Joint Ventures are sufficient to cover our working capital needs, including those provided for within our total liabilities of approximately $16,000, due as of December 31, 2010.

Long-Term Liquidity

We expect that our future sources of capital will be primarily derived from operating cash flows generated from the properties owned by the Joint Ventures and net proceeds generated from the sale of those properties. Our future long-term liquidity requirements will include, but not be limited to, funding our share of tenant improvements, renovations, expansions, and other significant capital improvements necessary for properties owned through the Joint Ventures. We expect to continue to use substantially all future net cash flows from operations, including distributions received from the Joint Ventures, to fund our pro rata share of property operating costs, leasing costs, and capital expenditures necessary to position our properties for sale. To the extent that residual operating cash flows remain after considering these funding requirements, we would then distribute such residual operating cash flow to the limited partners.

 

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Index to Financial Statements

Capital Resources

The Partnership is an investment vehicle formed for the purpose of acquiring, owning, and operating income-producing real properties or investing in joint ventures formed for the same purpose, and has invested all of the partners’ original net offering proceeds available for investment. Thus, it is unlikely that we will acquire interests in any additional properties or joint ventures. Historically, our investment strategy has generally involved acquiring properties that are pre-leased to creditworthy tenants on an all-cash basis through joint ventures with affiliated partnerships.

The Joint Ventures incur capital expenditures primarily related to building improvements for the purpose of maintaining the quality of our properties, and tenant improvements for the purpose of readying our properties for re-leasing. As leases expire, we will work with the Joint Ventures to attempt to re-lease space to an existing tenant or market the space to prospective new tenants. Generally, tenant improvements funded in connection with lease renewals require less capital than those funded in connection with new leases. However, external conditions, such as the supply of and demand for comparable space available within a given market, drive capital costs as well as rental rates. Any capital or other expenditures not funded from the operations of the Joint Ventures will be required to be funded by the Partnership and the other respective joint venture partners on a pro rata basis.

Operating cash flows, if available, are generally distributed from the Joint Ventures to the Partnership approximately one month following calendar quarter-ends. However, the Joint Ventures will reserve operating distributions, or a portion thereof, as needed in order to fund known capital and other expenditures. Our cash management policy typically includes first utilizing current period operating cash flow until depleted, at which point operating reserves are utilized to fund capital and other required expenditures. In the event that current and prior period accumulated operating cash flows are insufficient to fund such costs, net sale proceeds reserves, if available, are then utilized.

 

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Index to Financial Statements

As of December 31, 2010, we had received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented below:

 

Property Sold

   Net Sale
Proceeds		     Partnership’s
Approximate
Ownership %		     Net Sale
Proceeds
Allocated to the
Partnership		     Use of
Net Sale Proceeds		   Net Sale  Proceeds
Distributed to
Partners as of
December 31, 2010		     Undistributed Net
Sale Proceeds as of
December 31, 2010		  
        Amount    

Purpose

    

Cort Building
(sold in 2003)

     $5,563,403        24%      $ 1,315,906      $ 0      –     $ 1,315,906      $ 0   

Johnson Matthey Building
(sold in 2004)

     $9,675,000        26%        2,529,819        0      –       2,529,819        0   

Alstom Power – Knoxville Building
(sold in March 2005)

     $11,646,089          9%        1,023,528        0      –       1,023,528        0   

Gartner Building
(sold in April 2005)

     $12,396,859        26%        3,241,531        340,000     

•  Partnership operating expenses (2006)

 

•  Joint venture operating expenses (2006)

 

•  Re-leasing the 20/20 Building (2006)

 

•  Re-leasing 111 Southchase Boulevard (2007)

     2,901,531        0   

1315 West Century Drive
(sold in December 2006)

     $8,059,625          9%        708,328        120,000     

•  Re-leasing 111 Southchase Boulevard (2007)

     588,328        0   

Iomega Building
(sold in January 2007)

     $4,685,151          9%        411,759        0      –       411,759        0   

111 Southchase Boulevard
(sold in May 2007)

     $7,236,841        26%        1,892,289        555,000     

•  Re-leasing the 20/20 Building (2007-2008)

 

•  Partnership operating expenses (2007-2010)

 

•  Capital improvements for the 20/20 Building
(2008-2009)

 

•  Re-leasing the Avaya Building (2010)

 

•  Re-leasing the 360
Interlocken Building (2010)

     1,099,128        238,161   

Avaya Building
(sold in October 2010)

     $5,107,662          9%        448,892        0      –       0        448,892   
                                     

Total

       $ 11,572,052      $ 1,015,000        $ 9,869,999      $ 687,053   
                                     

Upon evaluating the capital needs of our remaining properties in which we currently hold an interest, our General Partners have decided to reserve the remaining net sale proceeds in the near term to fund our pro rata share of property operating costs, anticipated re-leasing costs, and capital improvements for our remaining properties.

 

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Index to Financial Statements

Results of Operations

Comparison of the year ended December 31, 2009 vs. the year ended December 31, 2010

Equity in Loss of Joint Ventures

Equity in loss of Joint Ventures decreased from $301,829 for the year ended December 31, 2009 to $93,414 for the year ended December 31, 2010. This decrease in loss is primarily attributable to the impairment loss recognized by Fund X-XI-REIT Associates related to 47300 Kato Road in the third quarter of 2009, of which approximately $313,000 was allocated to the Partnership, partially offset by the impairment loss recognized by Fund IX-X-XI-REIT Associates related to the 360 Interlocken Building in the second quarter of 2010, of which approximately $127,000 was allocated to the Partnership.

We anticipate earning equity in income of Joint Ventures in 2011, as compared to the loss incurred for the year ended December 31, 2010, as a result of recognizing a non-recurring impairment loss at the 360 Interlocken Building in the second quarter of 2010.

Interest and Other Income

Interest and other income decreased from $1,923 for the year ended December 31, 2009 to $1,206 for the year ended December 31, 2010. This decrease is primarily a result of a decrease in the average daily yield.

Future levels of interest income will be largely dependent on the timing of future dispositions and net sale proceeds distributions to the limited partners, the amount of operating cash needed to invest in the Joint Ventures related to funding our pro rata share of re-leasing costs and capital expenditures, and fluctuations in the average daily yield.

General and Administrative Expenses

General and administrative expenses increased from $136,333 for the year ended December 31, 2009 to $156,383 for the year ended December 31, 2010. This increase is attributable to a temporary difference in accounting fees related to the timing of work performed by our external accountants, and additional administrative reimbursements resulting primarily from a reduction in the economies of scale available to the Partnership for investor support services.

We anticipate that future general and administrative expenses will vary primarily based on future changes in our reporting and regulatory requirements.

Comparison of the year ended December 31, 2008 vs. the year ended December 31, 2009

Equity in Loss of Joint Ventures

Equity in loss of Joint Ventures decreased from $953,562 for the year ended December 31, 2008 to $301,829 for the year ended December 31, 2009. This decrease in loss is primarily attributable to an impairment loss recognized by Fund XI-XII-REIT Associates for the 20/20 Building in the third quarter of 2008, of which approximately $962,000 was allocated to the Partnership, partially offset by the impairment loss recognized by Fund X-XI-REIT Associates – Fremont for the 47300 Kato Road Building in the third quarter of 2009, of which approximately $313,000 was allocated to the Partnership.

Interest and Other Income

Interest and other income decreased from $15,049 for the year ended December 31, 2008 to $1,923 for the year ended December 31, 2009. This decrease is primarily a result of a decrease in the average daily yield and a decline in average outstanding cash balance.

 

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Index to Financial Statements

General and Administrative Expenses

General and administrative expenses decreased from $155,096 for the year ended December 31, 2008 to $136,333 for the year ended December 31, 2009. This decrease is primarily attributable to a decline in legal services in 2009 and a temporary difference in accounting fees related to the timing of work performed by our external accountants in 2009 as compared with the prior year.

Inflation

We are exposed to inflation risk, as income from long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that are intended to help protect us from the impact of inflation. These provisions include rent steps, reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per-square-foot basis, or in some cases, annual reimbursement of operating expenses above a certain per-square-foot allowance. However, due to the long-term nature of our leases, the leases may not readjust their reimbursement rates frequently enough to cover inflation.

Application of Critical Accounting Policies

Our accounting policies have been established to conform with U.S. generally accepted accounting principles (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s 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 the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses.

Below is a discussion of the accounting policies used by the Partnership and the Joint Ventures, which are considered to be critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Investment in Real Estate Assets

We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of the Joint Ventures’ assets are depreciated using the straight-line method over the following useful lives:

 

Buildings

    40 years

Building improvements

    5-25 years

Land improvements

    20 years

Tenant improvements

    Shorter of lease term or economic life

In the event that the Joint Ventures utilize inappropriate useful lives or methods of depreciation, our net income would be misstated.

Evaluating the Recoverability of Real Estate Assets

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which we have an ownership interest through investments in the Joint Ventures may not be

 

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Index to Financial Statements

recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of real estate assets may not be recoverable, we assess the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that such expected undiscounted future cash flows for assets held for use, or the estimated fair values, less costs to sell, for assets held for sale, do not exceed the respective assets’ carrying values, we adjust the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognize an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value.

In the second quarter of 2010, Fund IX-X-XI-REIT Associates recorded an impairment loss on the 360 Interlocken Building of approximately $1,448,000 (approximately $127,000 of which was allocated to the Partnership) to reduce the carrying value of the property to its estimated fair value based on the present value of future cash flows primarily due to refining our disposition strategy for the Partnership and, consequently, shortening the estimated holding period of this asset in second quarter of 2010.

In the third quarter of 2009, Fund X-XI-REIT Associates – Fremont recorded an impairment loss on 47300 Kato Road of approximately $3,316,000 (approximately $313,000 of which was allocated to the Partnership) to reduce the carrying value of the property to its estimated fair value based on the present value of future cash flows, primarily as a result of shortening the estimated holding period of such asset in third quarter 2009 and significant downward pressure on long-term rental rates for speculative leasing.

In the third quarter of 2008, Fund XI-XII-REIT Associates recorded an impairment loss at the 20/20 Building of approximately $3,678,000 (approximately $962,000 of which was allocated to the Partnership) to reduce the carrying value of the property to its estimated fair value based on the present value of future cash flows, primarily as a result of management refining its strategy for the disposition of this building.

Projections of expected future cash flows require that we estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property’s future cash flows and fair value, and could result in the misstatement of the carrying value of real estate assets held by the Joint Ventures and net income of the Partnership.

Related-Party Transactions and Agreements

We have entered into agreements with Wells Capital and Wells Management, affiliates of our General Partners, or their affiliates, whereby we pay certain fees and expense reimbursements to Wells Capital, Wells Management or their affiliates for asset management, the management and leasing of our properties; administrative services relating to accounting, property management, and other partnership administration; and incur the related expenses. See Item 13, “Certain Relationships and Related Transactions” for a description of these fees and reimbursements and amounts incurred and “Risk Factors – Conflicts of Interest” in Item 1A. of this report.

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Since we do not borrow any money, make any foreign investments, or invest in any market risk-sensitive instruments, we are not subject to risks relating to interest rates, foreign currency exchange rate fluctuations, or the other market risks contemplated by Item 305 of Regulation S-K.

 

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Index to Financial Statements
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements and supplementary data are detailed under Item 15(a) and filed as part of the report on the pages indicated.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There were no disagreements with the Partnership’s independent public accountants during the years ended December 31, 2010 and 2009.

 

ITEM 9A. CONTROL AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management of Wells Capital, the corporate general partner of one of our General Partners, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Rule 13a-15(b) of the Securities Exchange Act of 1934 as of December 31, 2010. Based upon that evaluation, which was completed as of the end of the period covered by this Form 10-K, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2010 in providing a reasonable level of assurance that the information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms, including providing a reasonable level of assurance that the information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as a process designed by, or under the supervision of, the Principal Executive Officer and Principal Financial Officer and effected by our management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:

 

  •  

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the Partnership;

 

  •  

provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management and/or members of the Financial Oversight Committee; and

 

  •  

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of human error and the circumvention or overriding of controls, material misstatements may not be prevented or detected on a timely basis. In addition, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes and conditions or that the degree of compliance with policies or procedures may deteriorate. Accordingly, even internal controls determined to be effective can provide only reasonable assurance that the information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized, and represented within the time periods required.

 

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Index to Financial Statements

Our management has assessed the effectiveness of our internal control over financial reporting at December 31, 2010. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management believes that our system of internal control over financial reporting met those criteria, and therefore our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2010.

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to SEC rules adopted in conformity with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

Changes in Internal Control Over Financial Reporting

There have been no significant changes in our internal control over financial reporting during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION.

For the quarter ended December 31, 2010, all items required to be disclosed under Form 8-K were reported under Form 8-K.

 

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Index to Financial Statements

PART III

 

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT’S GENERAL PARTNERS.

Wells Partners

The sole general partner of Wells Partners, one of our General Partners, is Wells Capital, a Georgia corporation. The executive offices of Wells Capital are located at 6200 The Corners Parkway, Norcross, Georgia 30092. Wells Capital was organized on April 18, 1984 under the Georgia Business Corporation Code, and is primarily in the business of serving as general partner or as an affiliate to the general partner in affiliated public limited partnerships (“Wells Real Estate Funds”). Wells Capital or its affiliates serve as the advisor to Wells Real Estate Investment Trust II, Inc.; Wells Core Office Income REIT, Inc. (formerly Wells Real Estate Investment Trust III, Inc.); and Wells Timberland REIT, Inc. (collectively, the “Wells REITs”), each of which is a Maryland corporation. In these capacities, Wells Capital performs certain services for Wells Real Estate Funds and the Wells REITs, including presenting, structuring, and acquiring real estate investment opportunities; entering into leases and service contracts on acquired properties; arranging for and completing the disposition of properties; and providing other services such as accounting and administrative functions. Wells Capital is a wholly owned subsidiary of WREF, of which Leo F. Wells, III is the sole stockholder.

Leo F. Wells, III

Mr. Wells, 67, who serves as one of our General Partners, is the president, treasurer, and sole director of Wells Capital, which is the general partner of Wells Partners, our other general partner. He is also the sole stockholder, president, and sole director of WREF, the parent corporation of Wells Capital, Wells Management, Wells Investment Securities, Inc. (“WIS”), and Wells & Associates, Inc., a real estate brokerage and investment company formed in 1976 and incorporated in 1978, for which Mr. Wells serves as principal broker. He is also the president, treasurer, and sole director of:

 

  •  

Wells Management, our property manager;

 

  •  

Wells Asset Management, Inc.;

 

  •  

Wells & Associates, Inc.; and

 

  •  

Wells Development Corporation, a company he organized in 1997 to develop real properties.

Mr. Wells is a director of Wells Real Estate Investment Trust II, Inc. and the president and a director of Wells Core Office Income REIT, Inc., which are public real estate programs not listed on a securities exchange. He is also the president of Wells Timberland REIT, Inc., which is also a public real estate program not listed on a securities exchange. From 1998 to 2007, Mr. Wells served as president and Chairman of the Board of Piedmont REIT, formerly known as Wells Real Estate Investment Trust, Inc., a public, non-traded REIT sponsored by WREF, until April 16, 2007, when Piedmont REIT acquired certain entities formerly affiliated with WREF and became a self-advised REIT.

Mr. Wells was a real estate salesman and property manager from 1970 to 1973 for Roy D. Warren & Company, an Atlanta-based real estate company, and he was associated from 1973 to 1976 with Sax Gaskin Real Estate Company. From 1980 to February 1985, he served as Vice President of Hill-Johnson, Inc., a Georgia corporation engaged in the construction business. Mr. Wells holds a Bachelor of Business Administration degree in economics from the University of Georgia. Mr. Wells is an inaugural sponsor of the Financial Services Institute.

On August 26, 2003, Mr. Wells and WIS entered into a Letter of Acceptance, Waiver and Consent (“AWC”) with the National Association of Securities Dealers, Inc. (“NASD”) relating to alleged rule violations. The AWC set forth the NASD’s findings that WIS and Mr. Wells had violated conduct rules relating to the provision of noncash compensation of more than $100 to associated persons of NASD member firms in connection with their

 

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Index to Financial Statements

attendance at the annual educational and due diligence conferences sponsored by WIS in 2001 and 2002. Without admitting or denying the allegations and findings against them, WIS and Mr. Wells consented in the AWC to various findings by the NASD, which are summarized in the following paragraph:

In 2001 and 2002, WIS sponsored conferences attended by registered representatives who sold its real estate investment products. WIS also paid for certain expenses of guests of the registered representatives who attended the conferences. In 2001, WIS paid the costs of travel to the conference and meals for many of the guests, and paid the costs of playing golf for some of the registered representatives and their guests. WIS later invoiced registered representatives for the cost of golf and for travel expenses of guests, but was not fully reimbursed for such. In 2002, WIS paid for meals for the guests. WIS also conditioned most of the 2001 conference invitations on attainment by the registered representatives of a predetermined sales goal for WIS products. This conduct violated the prohibitions against payment and receipt of noncash compensation in connection with the sales of these products contained in NASD’s Conduct Rules 2710, 2810, and 3060. In addition, WIS and Mr. Wells failed to adhere to all of the terms of their written undertaking made in March 2001 not to engage in the conduct described above, and thereby engaged in conduct that was inconsistent with high standards of commercial honor and just and equitable principles of trade in violation of NASD Conduct Rule 2110.

WIS consented to a censure and Mr. Wells consented to suspension from acting in a principal capacity with an NASD member firm for one year. WIS and Mr. Wells also agreed to the imposition of a joint and several fine in the amount of $150,000. Mr. Wells’ one-year suspension from acting in a principal capacity ended on October 6, 2004. Mr. Wells continues to represent certain affiliated issuers and perform nonprincipal activities on behalf of WIS.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the officers and directors of the general partner of our general partner, and persons who own 10% or more of any class of equity interests in the Partnership, to report their beneficial ownership of equity interests in the Partnership to the SEC. Their initial reports are required to be filed using the SEC’s Form 3, and they are required to report subsequent purchases, sales, and other changes using the SEC’s Form 4, which must be filed within two business days of most transactions. Officers, directors, and partners owning more than 10% of any class of equity interests in the Partnership are required by SEC regulations to furnish us with copies of all reports they file pursuant to Section 16(a).

Financial Oversight Committee

The Partnership does not have a board of directors or an audit committee. Accordingly, as the corporate general partner of one of the General Partners of the Partnership, Wells Capital has established a Financial Oversight Committee consisting of Douglas P. Williams, as the Principal Financial Officer; Randall D. Fretz, as the Senior Vice President of Wells Capital; and Kevin Race, as Chief of Financial Strategy. The Financial Oversight Committee serves the equivalent function of an audit committee for, among others, the following purposes: appointment, compensation, review, and oversight of the work of our independent registered public accountant, and establishing and enforcing the code of ethics. However, since neither the Partnership nor its corporate general partner has an audit committee and the Financial Oversight Committee is not independent of the Partnership or the General Partners, we do not have an “audit committee financial expert.”

Code of Ethics

The Partnership has adopted a code of ethics applicable to Wells Capital’s Principal Executive Officer and Principal Financial Officer, as well as the principal accounting officer, controller, or other employees of Wells Capital performing similar functions on behalf of the Partnership, if any. The code of ethics is contained in the Business Standards/Code of Conduct/General Policies established by WREF. You may obtain a copy of this code of ethics, without charge, upon request by calling our Client Services Department at 800-557-4830 or 770-243-8282.

 

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Index to Financial Statements
ITEM 11. COMPENSATION OF GENERAL PARTNERS AND AFFILIATES.

While the Partnership is managed by the General Partners and their affiliates, it does not pay any salaries or other compensation directly to the General Partners or to any of the General Partners’ individual employees, officers, or directors. Further, the Partnership does not employ, and is not managed by, any of its own employees, officers, or directors. Accordingly, no compensation has been awarded to, earned by, or paid to any such individuals in connection with the operation or management of the Partnership. Due to our current management structure and our lack of any employees, officers, or directors, no discussion and analysis of compensation paid by the Partnership, tabular information concerning salaries, bonuses, and other types of compensation to executive officers or directors of the Partnership, or other information regarding compensation policies and practices of the Partnership has been included in this Annual Report on Form 10-K.

See Item 13, “Certain Relationships and Related Transactions,” for a description of the fees incurred by the Partnership payable to affiliates of the General Partners during the year ended December 31, 2010.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 

(a) No limited partner owns beneficially more than 5% of any class of the outstanding units of the Partnership.

 

(b) Set forth below is the security ownership of management as of February 28, 2011.

 

Title of Class

  

Name of

Beneficial Owner

  

Amount and Nature of

Beneficial Ownership

  

Percent of Class

Limited Partnership Units   Leo F. Wells, III   5,131.319 Units(1)   Less than 1%

 

  (1)

Leo F. Wells, III owns 5,109.22 Class A Units through an individual retirement account and 22.099 Class A Units through Wells Capital.

 

(c) No arrangements exist which would, upon execution, result in a change in control of the Partnership.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The compensation and fees we pay to our General Partners or their affiliates in connection with our operations are as follows:

Interest in Partnership Cash Flow and Net Sale Proceeds

The General Partners are entitled to receive a subordinated participation in net cash flow from operations equal to 10% of net cash flow after the limited partners holding Class A Units have received preferential distributions equal to 10% of their adjusted capital accounts in each fiscal year. The General Partners are also entitled to receive a subordinated participation in net sales proceeds and net financing proceeds equal to 20% of residual proceeds available for distribution after limited partners holding Class A Units have received a return of their adjusted capital contributions plus a 10% cumulative return on their adjusted capital contributions, and limited partners holding Class B Units have received a return of their adjusted capital contributions plus a 15% cumulative return on their adjusted capital contributions; provided, however, that in no event shall the General Partners receive in the aggregate in excess of 15% of net sales proceeds and net financing proceeds remaining after payments to limited partners from such proceeds of amounts equal to the sum of their adjusted capital contributions plus a 6% cumulative return on their adjusted capital contributions. The General Partners did not receive any distributions of net cash from operations or net sales proceeds for the year ended December 31, 2010.

Management and Leasing Fees

In accordance with the property management and leasing agreement, Wells Management, an affiliate of the General Partners, receives compensation for asset management and the management and leasing of our properties

 

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Index to Financial Statements

owned through joint ventures equal to (a) 2.5% for management services and 2% for leasing services (aggregate maximum of 4.5%) of the gross revenues collected monthly; plus a separate competitive fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties, which is assessed periodically based on market studies, or (b) in the case of commercial properties that are leased on a long-term net basis (ten or more years), the maximum property management fee from such leases shall be 1% of the gross revenues generally paid over the life of the leases except for a one-time initial leasing fee of 3% of the gross revenues on each lease payable over the first five full years of the original lease term. Management and leasing fees are paid by the Joint Ventures and, accordingly, are included in equity in income (loss) of joint ventures in the accompanying statements of operations. Our share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures that are payable to Wells Management is $4,512, $6,731, and $7,624 for the years ended December 31, 2010, 2009, and 2008, respectively.

Administrative Reimbursements

Wells Capital, the corporate general partner of Wells Partners, one of the Partnership’s General Partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting, property management, and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on time spent on each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. We incurred administrative expenses of $79,971, $71,468, and $68,987 payable to Wells Capital and Wells Management for the years ended December 31, 2010, 2009, and 2008, respectively.

Real Estate Commissions

In connection with the sale of our properties, the General Partners or their affiliates may receive commissions not exceeding the lesser of (a) 50% of the commissions customarily charged by other brokers in arm’s-length transactions involving comparable properties in the same geographic area or (b) 3% of the gross sales price of the property, and provided that payments of such commissions will be made only after limited partners have received prior distributions totaling 100% of their capital contributions plus a 6% cumulative return on their adjusted capital contributions. No real estate commissions were paid to the General Partners or affiliates for the years ended December 31, 2010, 2009, or 2008.

Procedures Regarding Related-Party Transactions

Our policies and procedures governing related-party transactions with our General Partners and their affiliates, including, but not limited to, all transactions required to be disclosed under Item 404(a) of Regulation S-K, are restricted or severely limited by the provisions of Articles XI, XII, XIII, and XIV of our partnership agreement, which has been filed with the SEC. No transaction has been entered into with either of our General Partners or their affiliates that does not comply with those policies and procedures. In addition, in any transaction involving a potential conflict of interest, including any transaction that would require disclosure under Item 404(a) of Regulation S-K, our General Partners must view such a transaction after taking into consideration their fiduciary duties to the Partnership.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Preapproval Policies and Procedures

The Financial Oversight Committee preapproves all auditing and permissible nonauditing services provided by our independent registered public accountants. The approval may be given as part of the Financial Oversight Committee’s approval of the scope of the engagement of our independent registered public accountants or on an individual basis. The preapproval of certain audit-related services and certain nonauditing services not exceeding

 

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Index to Financial Statements

enumerated dollar limits may be delegated to one or more of the Financial Oversight Committee’s members, but the member to whom such authority is delegated shall report any preapproval decisions to the full Financial Oversight Committee. Our independent registered public accountants may not be retained to perform the nonauditing services specified in Section 10A(g) of the Securities Exchange Act of 1934.

Fees Paid to the Independent Registered Public Accountants

Frazier & Deeter, LLC serves as our independent registered public accountants and has provided audit services since September 22, 2006. All such fees are recognized in the period to which the services relate. A portion of such fees is allocated to the joint ventures in which the Partnership invests. The aggregate fees billed to the Partnership for professional accounting services by Frazier & Deeter, LLC, including the audit of the Partnership’s annual financial statements, for the fiscal years ended December 31, 2010 and 2009, are set forth in the table below.

 

     Frazier & Deeter, LLC  
     2010      2009  

Audit Fees

    $ 24,709       $ 21,281   

Audit-Related Fees

      0         0   

Tax Fees

      0         0   

Other Fees

      0         0   
                 

Total

    $ 24,709       $ 21,281   
                 

For purposes of the preceding table, the professional fees are classified as follows:

 

  •  

Audit Fees – These are fees for professional services performed for the audit of our annual financial statements and review of financial statements included in our Form 10-Q filings, services that are normally provided by independent registered public accountants in connection with statutory and regulatory filings or engagements, and services that generally independent registered public accountants reasonably can provide, such as statutory audits, attest services, consents, and assistance with and review of documents filed with the SEC.

 

  •  

Audit-Related Fees – These are fees for assurance and related services that traditionally are performed by independent registered public accountants, such as due diligence related to acquisitions and dispositions, internal control reviews, attestation services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.

 

  •  

Tax Fees – These are fees for all professional services performed by professional staff in our independent registered public accountant’s tax division, except those services related to the audit of our financial statements. These include fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of any federal, state or local tax returns. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to acquisitions and dispositions of assets, and requests for rulings or technical advice from taxing authorities.

 

  •  

Other Fees – These are fees for other permissible work performed that do not meet the above-described categories, including assistance with internal audit plans and risk assessments.

During the fiscal years ended December 31, 2010 and 2009, 100% of the services performed by Frazier & Deeter, LLC described above under the captions “Audit Fees,” “Audit-Related Fees,” “Tax Fees,” and “Other Fees” were approved in advance by a member of the Financial Oversight Committee. In addition, fees were incurred for tax services performed by an accounting firm separate from the Partnership’s independent registered public accountants in each year presented.

 

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Index to Financial Statements

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 

(a)1. The financial statements are contained on pages F-2 through F-67 of this Annual Report on Form 10-K, and the list of the financial statements contained herein is set forth on page F-1, which is hereby incorporated by reference.

 

(b) The Exhibits filed in response to Item 601 of Regulation S-K are listed on the Exhibit Index attached hereto.

 

(c) See (a) 1 above.

 

Page 41

Index to Financial Statements

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)

    By:   WELLS PARTNERS, L.P.
     

(General Partner)

    By:   WELLS CAPITAL, INC.
     

(Corporate General Partner)

March 22, 2011    

/S/    LEO F. WELLS, III

    Leo F. Wells, III
    President, Principal Executive Officer,
    and Sole Director of Wells Capital, Inc.
March 22, 2011    

/S/    DOUGLAS P. WILLIAMS

    Douglas P. Williams
    Principal Financial Officer
    of Wells Capital, Inc.

 

Page 42

Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.

 

TABLE OF CONTENTS

 

FINANCIAL STATEMENTS

    Page  

WELLS REAL ESTATE FUND XI, L.P.

   

Report of Independent Registered Public Accounting Firm – Frazier & Deeter, LLC

      F-2   

Balance Sheets as of December 31, 2010 and 2009

      F-3   

Statements of Operations for the Years Ended December 31, 2010, 2009, and 2008

      F-4   

Statements of Partners’ Capital for the Years Ended December 31, 2010, 2009, and 2008

      F-5   

Statements of Cash Flows for the Years Ended December 31, 2010, 2009, and 2008

      F-6   

Notes to Financial Statements

      F-7   

THE FUND IX, FUND X, FUND XI, AND REIT JOINT VENTURE

   

Report of Independent Registered Public Accounting Firm – Frazier & Deeter, LLC

      F-18   

Balance Sheets as of December 31, 2010 and 2009

      F-19   

Statements of Operations for the Years Ended December 31, 2010, 2009, and 2008

      F-20   

Statements of Partners’ Capital for the Years Ended December 31, 2010, 2009, and 2008

      F-21   

Statements of Cash Flows for the Years Ended December 31, 2010, 2009, and 2008

      F-22   

Notes to Financial Statements

      F-23   

Schedule III – Real Estate and Accumulated Depreciation

      F-31   

FUND X AND FUND XI ASSOCIATES

   

Report of Independent Registered Public Accounting Firm – Frazier & Deeter, LLC

      F-33   

Balance Sheets as of December 31, 2010 (unaudited) and 2009

      F-34   

Statements of Operations for the Years Ended December  31, 2010 (unaudited), 2009, and 2008 (unaudited)

      F-35   

Statements of Partners’ Capital for the Years Ended December  31, 2010 (unaudited), 2009, and 2008 (unaudited)

      F-36   

Statements of Cash Flows for the Years Ended December  31, 2010 (unaudited), 2009, and 2008 (unaudited)

      F-37   

Notes to Financial Statements

      F-38   

WELLS/FREMONT ASSOCIATES

   

Report of Independent Registered Public Accounting Firm – Frazier & Deeter, LLC

      F-43   

Balance Sheets as of December 31, 2010 (unaudited) and 2009

      F-44   

Statements of Operations for the Years Ended December  31, 2010 (unaudited), 2009, and 2008 (unaudited)

      F-45   

Statements of Partners’ Capital for the Years Ended December  31, 2010 (unaudited), 2009, and 2008 (unaudited)

      F-46   

Statements of Cash Flows for the Years Ended December  31, 2010 (unaudited), 2009, and 2008 (unaudited)

      F-47   

Notes to Financial Statements

      F-48   

Schedule III – Real Estate and Accumulated Depreciation

      F-53   

THE WELLS FUND XI-FUND XII-REIT JOINT VENTURE

   

Report of Independent Registered Public Accounting Firm – Frazier & Deeter, LLC

      F-55   

Balance Sheets as of December 31, 2010 and 2009

      F-56   

Statements of Operations for the Years Ended December 31, 2010, 2009, and 2008

      F-57   

Statements of Partners’ Capital for the Years Ended December 31, 2010, 2009, and 2008

      F-58   

Statements of Cash Flows for the Years Ended December 31, 2010, 2009, and 2008

      F-59   

Notes to Financial Statements

      F-60   

Schedule III – Real Estate and Accumulated Depreciation

      F-66   

 

Page F-1

Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Wells Real Estate Fund XI, L.P.

We have audited the accompanying balance sheets of Wells Real Estate Fund XI, L.P. (the “Partnership”) as of December 31, 2010 and 2009, and the related statements of operations, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wells Real Estate Fund XI, L.P. as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles.

/s/    Frazier & Deeter, LLC

Atlanta, Georgia

March 22, 2011

 

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Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.

 

BALANCE SHEETS

DECEMBER 31, 2010 AND 2009

ASSETS

 

     2010      2009  

Investment in joint ventures

    $ 2,239,616       $ 2,731,688   

Cash and cash equivalents

      704,810         449,194   

Due from joint ventures

      26,960         38,222   
                 

Total assets

    $ 2,971,386       $ 3,219,104   
                 

LIABILITIES AND PARTNERS’ CAPITAL

 

Liabilities:

      

Accounts payable and accrued expenses

    $ 9,125       $ 6,611   

Due to affiliates

      6,418         8,059   
                 

Total liabilities

      15,543         14,670   

Commitments and contingencies

      

Partners’ capital:

      

Limited partners:

      

Class A – 1,430,724 and 1,431,174 units issued and outstanding as of December 31, 2010 and 2009, respectively

      2,952,216         3,204,434   

Class B – 222,556 and 222,106 units issued and outstanding as of December 31, 2010 and 2009, respectively

      3,627         0   

General partners

      0         0   
                 

Total partners’ capital

      2,955,843         3,204,434   
                 

Total liabilities and partners’ capital

    $ 2,971,386       $ 3,219,104   
                 

See accompanying notes.

 

Page F-3

Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.

 

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2010, 2009, AND 2008

 

     2010     2009     2008  

EQUITY IN LOSS OF JOINT VENTURES

    $ (93,414 )    $ (301,829 )    $ (953,562 ) 

INTEREST AND OTHER INCOME

      1,206        1,923        15,049   

GENERAL AND ADMINISTRATIVE EXPENSES

      156,383        136,333        155,096   
                        

NET LOSS

    $ (248,591 )    $ (436,239 )    $ (1,093,609 ) 
                        

NET INCOME (LOSS) ALLOCATED TO:

       

CLASS A LIMITED PARTNERS

    $ (251,274 )    $ (436,239 )    $ (1,092,949 ) 
                        

CLASS B LIMITED PARTNERS

    $ 2,683      $ 0      $ 0   
                        

GENERAL PARTNERS

    $ 0      $ 0      $ (660 ) 
                        

NET INCOME (LOSS) PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT:

       

CLASS A

      $(0.18 )      $(0.30 )      $(0.76 ) 
                        

CLASS B

      $ 0.01        $ 0.00        $ 0.00   
                        

WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:

       

CLASS A

      1,430,949        1,431,174        1,431,174   
                        

CLASS B

      222,331        222,106        222,106   
                        

See accompanying notes.

 

Page F-4

Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.

 

STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2010, 2009, AND 2008

 

     Limited Partners      General
Partners		     Total
Partners’
Capital		  
     Class A     Class B       
     Units     Amount     Units      Amount       

BALANCE, December 31, 2007

      1,431,174      $ 4,733,622        222,106       $ 0       $ 660      $ 4,734,282   

Net loss

      0        (1,092,949 )      0         0         (660 )      (1,093,609 ) 
                                                  

BALANCE, December 31, 2008

      1,431,174        3,640,673        222,106         0         0        3,640,673   

Net loss

      0        (436,239 )      0         0         0        (436,239 ) 
                                                  

BALANCE, December 31, 2009

      1,431,174        3,204,434        222,106         0         0        3,204,434   

Class A conversion elections

      (450 )      (944 )      450         944         0        0   

Net income (loss)

      0        (251,274 )      0         2,683         0        (248,591 ) 
                                                  

BALANCE, December 31, 2010

      1,430,724      $ 2,952,216        222,556       $ 3,627       $ 0      $ 2,955,843   
                                                  

See accompanying notes.

 

Page F-5

Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.

 

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2010, 2009, AND 2008

 

     2010     2009     2008  

CASH FLOWS FROM OPERATING ACTIVITIES:

       

Net loss

    $ (248,591 )    $ (436,239 )    $ (1,093,609 ) 

Operating distributions received from joint ventures

      143,022        68,990        122,783   

Adjustments to reconcile net loss to net cash used in operating activities:

       

Equity in loss of joint ventures

      93,414        301,829        953,562   

Operating changes in assets and liabilities:

       

Decrease in other assets

      0        979        2,646   

Increase (decrease) in accounts payable and accrued expenses

      2,514        (12,409 )      (30,101 ) 

(Decrease) increase in due to affiliates

      (1,641 )      1,941        871   
                        

Net cash used in operating activities

      (11,282 )      (74,909 )      (43,848 ) 

CASH FLOWS FROM INVESTING ACTIVITIES:

       

Net sale proceeds received from joint ventures

      448,892        0        0   

Investment in joint ventures

      (181,994 )      (26,148 )      (39,222 ) 
                        

Net cash provided by (used in) investing activities

      266,898        (26,148 )      (39,222 ) 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

      255,616        (101,057 )      (83,070 ) 

CASH AND CASH EQUIVALENTS, beginning of year

      449,194        550,251        633,321   
                        

CASH AND CASH EQUIVALENTS, end of year

    $ 704,810      $ 449,194      $ 550,251   
                        

See accompanying notes.

 

Page F-6

Index to Financial Statements

WELLS REAL ESTATE FUND XI, L.P.

 

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010, 2009, AND 2008

 

1. 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 its general partners (collectively, the “General Partners”). Wells Capital, Inc. (“Wells Capital”) serves as the corporate general partner of Wells Partners. Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. Leo F. Wells, III is the president and sole director of Wells Capital and the president, sole director, and sole owner of Wells Real Estate Funds, Inc. The Partnership was formed on June 20, 1996 for the purpose of acquiring, developing, owning, operating, improving, leasing, and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elected to have their units treated as Class A Units or Class B Units. The 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 an offering of up to $35,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The offering was terminated on December 30, 1998, at which time the Partnership had sold approximately 1,302,942 Class A Units and 350,338 Class B Units representing total limited partner capital contributions of $16,532,802.

The Partnership owns indirect interests in all of its real estate assets through joint ventures with other entities affiliated with the General Partners and Piedmont Operating Partnership, LP (“Piedmont OP”), formerly known as Wells Operating Partnership, L.P. Piedmont OP is a Delaware limited partnership with Piedmont Office Realty Trust, Inc. (“Piedmont REIT”), formerly known as Wells Real Estate Investment Trust, Inc., serving as its general partner. Piedmont REIT is a Maryland corporation that qualifies as a real estate investment trust. During the periods presented, the Partnership owned interests in the following joint ventures (the “Joint Ventures”) and properties:

 

Joint Venture    Joint Venture Partners    Properties

The Fund IX, Fund X, Fund XI and REIT Joint Venture

(“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.

•Piedmont Operating Partnership, LP

   

1. 360 Interlocken Building

A three-story office building located in Broomfield, Colorado

 

2. Avaya Building(1)

A one-story office building located in Oklahoma City, Oklahoma

Fund X and Fund XI Associates

(“Fund X-XI Associates”)

   

•Wells Real Estate Fund X, L.P.

•Wells Real Estate Fund XI, L.P.

    This joint venture only owns an interest in another joint venture and does not own any properties directly.

Wells/Fremont Associates

(“Fund X-XI-REIT Associates – Fremont”)

   

•Fund X-XI Associates

•Piedmont Operating Partnership, LP

   

3. 47300 Kato Road

A two-story warehouse and office building located in Fremont, California

The Wells Fund XI-Fund XII-REIT Joint Venture

(“Fund XI-XII-REIT Associates”)

   

•Wells Real Estate Fund XI, L.P.

•Wells Real Estate Fund XII, L.P.

•Piedmont Operating Partnership, LP

   

4. 20/20 Building

A three-story office building located in Leawood, Kansas

 

  (1)

The property was sold in October 2010.

 

Page F-7

Index to Financial Statements

Wells Real Estate Fund IX, L.P., Wells Real Estate Fund X, L.P., and Wells Real Estate Fund XII, L.P. are affiliated with the Partnership through common general partners. Each of the properties described above was acquired on an all-cash basis.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Partnership’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

Use of Estimates

Preparation of the Partnership’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investment in Joint Ventures

The Partnership has evaluated the Joint Ventures and concluded that none are variable-interest entities. The Partnership does not have control over the operations of the Joint Ventures; however, it does exercise significant influence. Approval by the Partnership as well as the other joint venture partners is required for any major decision or any action that would materially affect the Joint Ventures, or their real property investments. Accordingly, the Partnership accounts for its investments in the Joint Ventures using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions, and net income (loss) attributable to the Partnership. Pursuant to the terms of the joint venture agreements, all income (loss) and distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are generally distributed to the joint venture partners on a quarterly basis.

Evaluating the Recoverability of Real Estate Assets

The Partnership continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets owned through the Partnership’s investment in the Joint Ventures may not be recoverable. When indicators of potential impairment are present which suggest that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use, or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets and recognizes an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Level 2 inputs are inputs other than

 

Page F-8

Index to Financial Statements

quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as little, if any, related market activity or information is available. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Partnership may assign an estimated probability-weighting to more than one fair value estimate based on the Partnership’s assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The accounting standard for fair value measurements and disclosures was applied to the Partnership’s outstanding nonfinancial assets and nonfinancial liabilities effective January 1, 2010.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term investments are stated at cost, which approximate fair value, and consist of investments in money market accounts.

Distributions of Net Cash from Operations

Net cash from operations, if available, is generally distributed quarterly to the limited partners as follows:

 

  •  

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

 

  •  

Second, to the General Partners until the General Partners have received distributions equal to 10% of the total cumulative distributions paid by the Partnership.

 

  •  

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

No distributions of net cash from operations will be made to limited partners holding Class B Units.

Distribution of Net Sale Proceeds

Upon sales of properties, unless reserved, net sale proceeds will be distributed in the following order:

 

  •  

In the event that the particular property sold is sold for a price that is less than its original property purchase price, to the limited partners holding Class A Units until they have received an amount equal to the excess of the original property purchase price over the price for which the property was sold, limited to the amount of depreciation, amortization, and cost recovery deductions taken by the limited partners holding Class B Units with respect to such property;

 

  •  

To limited partners holding units which at any time have been treated as Class B Units until the limited partners have received an amount necessary to equal the net cash from operations previously distributed to the limited partners holding Class A Units on a per-unit basis;

 

  •  

To all limited partners on a per-unit basis until the limited partners have received 100% of their respective net capital contributions, as defined;

 

Page F-9

Index to Financial Statements
  •  

To all limited partners on a per-unit basis until the limited partners have received a cumulative 10% per annum return on their respective net capital contributions, as defined;

 

  •  

To limited partners on a per-unit basis until the limited partners have received an amount equal to their respective preferential limited partner return (defined as the sum of a 10% per annum cumulative return on net capital contributions for all periods during which the units were treated as Class A Units and a 15% per annum cumulative return on net capital contributions for all periods during which the units were treated as Class B Units);

 

  •  

To the General Partners until they have received 100% of their capital contributions, as defined;

 

  •  

Then, if limited partners have received any excess limited partner distributions (defined as distributions to limited partners over the life of their investment in the Partnership in excess of their net capital contributions, as defined, plus their preferential limited partner return), to the General Partners until they have received distributions equal to 20% of the sum of any such excess limited partner distributions plus distributions made to the General Partners pursuant to this provision; and

 

  •  

Thereafter, 80% to the limited partners on a per-unit basis and 20% to the General Partners.

Allocations of Net Income, Net Loss, and Gain on Sale

For the purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation, amortization, and cost recovery and the gain on the sale of assets. Net income, as defined, of the Partnership will be allocated each year in the same proportion that net cash from operations is distributed to the partners holding Class A Units and the General 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 holding Class A Units 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 limited partners holding Class B Units 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 capital account in an amount not to exceed such positive balance, and (c) thereafter, to the General Partners.

Gains on the sale or exchange of the Partnership’s properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are made, if applicable: (a) allocations made pursuant to the qualified income offset provisions of the partnership agreement, (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero, and (c) allocations to limited partners holding Class B Units in amounts equal to the deductions for depreciation and amortization previously allocated to them with respect to the specific partnership property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.

Income Taxes

The Partnership is not subject to federal or state income taxes; therefore, none have been provided for in the accompanying financial statements. The partners are required to include their respective shares of profits and losses in their individual income tax returns.

Recent Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board clarified previously issued GAAP and issued new requirements related to Accounting Standards Codification Topic Fair Value Measurements and Disclosures (“ASU 2010-6”). The clarification component includes disclosures about inputs and valuation techniques used in determining fair value, and providing fair value measurement information for each class of assets and liabilities.

 

Page F-10

Index to Financial Statements

The new requirements relate to disclosures of transfers between the levels in the fair value hierarchy, as well as the individual components in the rollforward of the lowest level (Level 3) in the fair value hierarchy. This change in GAAP became effective for the Partnership beginning January 1, 2010, except for the provision concerning the rollforward of activity of the Level 3 fair value measurement, which will become effective for the Partnership on January 1, 2011. The adoption of ASU 2010-6 has not had, and is not expected to have, a material impact on the Partnership’s financial statements or disclosures.

 

3. INVESTMENT IN JOINT VENTURES

Impairment of Real Estate Assets

In connection with recurring quarterly review processes, Fund IX-X-XI-REIT Associates evaluated the recoverability of the carrying value of the 360 Interlocken Building pursuant to the accounting policy outlined in Note 2 above and determined that it is not recoverable, as compared to the estimated fair value, due to refining the disposition strategy for the Partnership and, consequently, shortening the estimated holding period of this asset in the second quarter of 2010. Accordingly, Fund IX-X-XI-REIT Associates reduced the carrying value of the 360 Interlocken Building to its estimated fair value based on the present value of future cash flows and recognized a corresponding impairment loss of approximately $1,448,000 (approximately $127,000 of which was allocated to the Partnership) in the second quarter of 2010. This impairment loss is included in loss from continuing operations for the year ended December 31, 2010 in the Summary of Financial Information table below.

The fair value measurements used in this evaluation of nonfinancial assets for the 360 Interlocken Building are considered to be Level 3 valuations within the fair value hierarchy outlined above, as there are significant unobservable inputs (see “Evaluating the Recoverability of Real Estate Assets” in Note 2). Examples of inputs that Fund IX-X-XI-REIT Associates utilized in its fair value calculations include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices. In addition, Fund IX-X-XI-REIT Associates assigned an estimated probability weighting to more than one fair value estimate based on Fund IX-X-XI-REIT Associates’ assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. The table below represents the detail of the adjustment recognized during the year ended December 31, 2010 using Level 3 inputs.

 

Property

    Net Book Value      Impairment  Loss
Recognized(1)		      Fair Value  

360 Interlocken Building

    $ 6,516,400       $ 1,448,217       $ 5,068,183   
                          

 

  (1)

Represents impairment loss recognized by Fund IX-X-XI-REIT Associates.

In connection with recurring quarterly review processes, Fund X-XI-REIT Associates – Fremont evaluated the recoverability of the carrying value of the 47300 Kato Road property pursuant to the accounting policy outlined in Note 2 above and determined that it was not recoverable, as compared to the estimated fair value, as a result of shortening the estimated holding period of such asset in third quarter of 2009 and significant downward pressure on long-term rental rates for speculative leasing. Accordingly, Fund X-XI-REIT Associates – Fremont reduced the carrying value of 47300 Kato Road to its estimated fair value based on the present value of future cash flows and recognized a corresponding impairment loss of approximately $3,316,000 (approximately $313,000 of which was allocated to the Partnership) in the third quarter of 2009. This impairment loss is included in loss from continuing operations for the year ended December 31, 2009 in the Summary of Financial Information table below.

In connection with recurring quarterly review processes, Fund XI-XII-REIT Associates evaluated the recoverability of the carrying value of the 20/20 Building pursuant to the accounting policy outlined in Note 2 and determined that it was not recoverable, as compared to the estimated fair value, primarily as a result of shortening the estimated holding period of such asset in third quarter 2008. Accordingly, Fund XI-XII-REIT

 

Page F-11

Index to Financial Statements

Associates recorded an impairment loss at the 20/20 Building of approximately $3,678,000 (approximately $962,000 of which was allocated to the Partnership) to reduce the carrying value of the property to its estimated fair value based on the present value of future cash flows, primarily as a result of management refining its strategy for disposing of this building. This impairment loss is included in loss from continuing operations for the year ended December 31, 2008 in the Summary of Financial Information table below.

Due from Joint Ventures

As of December 31, 2010 and 2009, due from joint ventures represents the Partnership’s share of the operating cash flow to be distributed for the fourth quarters of 2010 and 2009, respectively, from the following Joint Ventures:

 

     2010      2009  

Fund X-XI Associates

    $ 0       $ 10,096   

Fund XI-XII REIT Associates

      26,960         28,126   
                 
   $ 26,960       $ 38,222   
                 

Summary of Investments

The Partnership’s investments and approximate ownership percentages in the Joint Ventures as of December 31, 2010 and 2009 are summarized below:

 

     2010      2009  
     Amount      Percentage      Amount      Percentage  

Fund IX-X-XI-REIT Associates

    $ 592,016           9%       $ 949,430           9%   

Fund X-XI Associates

      325,056         42%         329,648         42%   

Fund XI-XII-REIT Associates

      1,322,544         26%         1,452,610         26%   
                       
   $ 2,239,616          $ 2,731,688      
                       

Summary of Activity

Roll-forwards of the Partnership’s investment in the Joint Ventures for the years ended December 31, 2010 and 2009 are presented below:

 

     2010     2009  

Investment in Joint Ventures, beginning of year

    $ 2,731,688      $ 3,105,384   

Equity in loss of Joint Ventures

      (93,414 )      (301,829 ) 

Contributions to Joint Ventures

      181,994        26,148   

Distributions from Joint Ventures

      (580,652 )      (98,015 ) 
                

Investment in Joint Ventures, end of year

    $ 2,239,616      $ 2,731,688   
                

Summary of Financial Information

Condensed financial information for the Joint Ventures as of December 31, 2010 and 2009, and for the years ended December 31, 2010, 2009, and 2008 is presented below:

 

    Total Assets
December 31,		     Total Liabilities
December 31,		     Total Equity
December 31,		  
    2010     2009     2010     2009     2010     2009  

Fund IX-X-XI-REIT Associates

   $ 7,218,303      $ 11,048,832      $ 481,567      $ 245,301      $ 6,736,736      $ 10,803,531   

Fund X-XI Associates

     773,945        808,928        0        24,047        773,945        784,881   

Fund XI-XII-REIT Associates

     5,322,362        5,905,534        264,239        349,988        5,058,123        5,555,546   
                                               
  $ 13,314,610      $ 17,763,294      $ 745,806      $ 619,336      $ 12,568,804      $ 17,143,958   
                                               

 

Page F-12

Index to Financial Statements
    Total Revenues     Income (Loss) From
Continuing Operations		     Income From
Discontinued Operations		     Net Income (Loss)  
    For the Years Ended
December 31,		     For the Years Ended
December 31,		     For the Years Ended
December 31,		     For the Years Ended
December 31,		  
    2010     2009     2008     2010     2009     2008     2010   2009     2008     2010     2009     2008  

Fund IX-X-XI-REIT Associates

   $ 331,398      $ 297,110      $ 607,769      $ (1,886,771 )    $ (515,256 )    $ (272,083 )    $997,638   $ 497,713      $ 502,474      $ (889,133 )    $ (17,543 )    $ 230,391   

Fund X-XI Associates

     0        0        0        4,741        (690,703 )      43,619      0     0        0        4,741        (690,703 )      43,619   

Fund XI-XII- REIT Associates

     1,181,317        1,198,983        1,074,480        (66,017 )      (39,300 )      (3,794,582 )    0     0        317        (66,017 )      (39,300 )      (3,794,265 ) 
                                                                                           
  $ 1,512,715      $ 1,496,093      $ 1,682,249      $ (1,948,047 )    $ (1,245,259 )    $ (4,023,046 )    $997,638   $ 497,713      $ 502,791      $ (950,409 )    $ (747,546 )    $ (3,520,255 ) 
                                                                                           

The following information summarizes the financial position of Fund X-XI-REIT Associates – Fremont in which the Partnership held an interest through its interest in Fund X-XI Associates as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009, and 2008:

 

     Total Assets
December 31,		    Total Liabilities
December 31,		    Total Equity
December 31,
     2010    2009    2010    2009    2010    2009

Fund X-XI-REIT Associates – Fremont

    $3,496,614    $3,676,596    $56,215    $187,584    $3,440,399    $3,489,012
                             

 

     Total Revenues    Net Income (Loss)
     For the Years Ended
December 31,		    For the Years Ended
December 31,
     2010    2009    2008    2010    2009    2008

Fund X-XI-REIT Associates – Fremont

    $316,035    $507,372    $477,303    $21,075    $(3,070,350)    $193,897
                             

The Partnership allocates its share of net income, net loss, and gain on sale generated by the properties owned by the Joint Ventures to its Class A and Class B limited partners pursuant to the partnership agreement provisions outlined in Note 2. The components of income from discontinued operations recognized by the Joint Ventures are provided below:

 

     2010      2009      2008  
     Operating
Income		      Gain on
Sale		      Total      Operating
Income		      Gain on
Sale		    Total      Operating
Income		      Gain on
Sale		    Total  

Fund IX-X-XI-REIT Associates

    $ 313,162       $ 684,476       $ 997,638       $ 497,713       $0    $ 497,713       $ 502,474       $0    $ 502,474   

Fund XI-XII-REIT Associates

      0         0         0         0         0      0         317         0      317   
                                                                        
   $ 313,162       $ 684,476       $ 997,638       $ 497,713       $0    $ 497,713       $ 502,791       $0    $ 502,791   
                                                                        

 

4. RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

The Partnership entered into a property management and leasing agreement with Wells Management Company, Inc. (“Wells Management”), an affiliate of the General Partners. In accordance with the property management and leasing agreement, Wells Management receives compensation for the management and leasing of the Partnership’s properties owned through the Joint Ventures, equal to (a) 2.5% of the gross revenues for management and 2% of the gross revenues for leasing (aggregate maximum of 4.5%) of the gross revenues collected monthly, plus a separate competitive fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm’s-length transactions by others rendering similar services in the same geographic area for similar properties, which is assessed periodically based on market studies; or (b) in the case of commercial properties leased on a long-term net basis (10 or more years), the maximum property management fee from such leases shall be 1% of the gross revenues generally paid over the life of the leases except for a one-time initial leasing fee of 3% of the gross revenues on each lease payable over the first five full years of the original

 

Page F-13

Index to Financial Statements

lease term. Management and leasing fees are paid by the Joint Ventures and, accordingly, are included in equity in loss of joint ventures in the accompanying statements of operations. The Partnership’s share of management and leasing fees and lease acquisition costs incurred through the Joint Ventures that are payable to Wells Management is $4,512, $6,731, and $7,624 for the years ended December 31, 2010, 2009, and 2008, respectively.

Administrative Reimbursements

Wells Capital, the corporate general partner of Wells Partners, one of the Partnership’s General Partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting, property management, and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on time spent on each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. The Partnership incurred administrative expenses of $79,971, $71,468, and $68,987 payable to Wells Capital and Wells Management for the years ended December 31, 2010, 2009, and 2008, respectively, which are included in general and administrative expenses in the accompanying statements of operations. In addition, Wells Capital and Wells Management pay for certain operating expenses of the Partnership (“bill-backs”) directly and invoice the Partnership for the reimbursement thereof on a quarterly basis. As presented in the accompanying balance sheets, due to affiliates as of December 31, 2010 and 2009 represents administrative reimbursements and bill-backs due to Wells Capital and/or Wells Management.

 

5. PER-UNIT AMOUNTS

Income (loss) per limited partnership unit amounts are calculated based upon weighted-average units outstanding during the respective periods. Income (loss) per limited partnership unit, as presented in the accompanying financial statements, will vary from the per-unit amounts attributable to the individual investors due to the differences between the GAAP and tax basis treatment of certain items of income and expense and the fact that, within the respective classes of Class A Units and Class B Units, individual units have different characteristics including capital bases, cumulative operating and net property sales proceeds distributions and cumulative earnings allocations as a result of, among other things, the ability of unit holders to elect to be treated as Class A Units or Class B Units, or to change their prior elections, on a quarterly basis.

For the reasons mentioned above, distributions of net sale proceeds per unit also vary among individual unit holders. Distributions of net sale proceeds have been calculated at the investor level pursuant to the partnership agreement and allocated between the Class A and Class B limited partners in the period paid. Accordingly, distributions of net sale proceeds per unit, as presented in the accompanying financial statements, vary from the per-unit amounts attributable to the individual investors.

 

Page F-14

Index to Financial Statements
6. INCOME TAX BASIS NET INCOME AND PARTNERS’ CAPITAL

A reconciliation of the Partnership’s financial statement net loss to net loss presented in accordance with the federal income tax basis of accounting is as follows for the years ended December 31, 2010, 2009, and 2008:

 

     2010     2009     2008  

Financial statement net loss

    $ (248,591 )    $ (436,239 )    $ (1,093,609 ) 

Adjustments in net loss resulting from:

       

Depreciation expense for financial reporting purposes greater than amounts for income tax purposes

      13,625        18,007        34,848   

Bad debt (recoveries) expense for financial reporting purposes in excess of amounts for income tax purposes

      0        (3,386 )      1,695   

Rental income accrued for financial reporting purposes less than amounts for income tax purposes

      27,630        23,500        42,447   

Gain on sale of property for financial reporting purposes in excess of income tax purposes

      (16,368 )      0        0   

Impairment losses taken for financial reporting purposes in excess of amounts for income tax purposes

      127,278        313,189        961,528   

Other

      23,975        4,363        (8,819 ) 
                        

Income tax basis net loss

    $ (72,451 )    $ (80,566 )    $ (61,910 ) 
                        

A reconciliation of the partners’ capital balances, as presented in the accompanying financial statements, to partners’ capital balances, as presented in accordance with the federal income tax basis of accounting, is as follows for the years ended December 31, 2010, 2009, and 2008:

 

     2010     2009     2008  

Financial statements partners’ capital

    $ 2,955,843      $ 3,204,434      $ 3,640,673   

Increase (decrease) in partners’ capital resulting from:

       

Accumulated meals and entertainment

      556        556        556   

Accumulated bad debt expense, net, for financial reporting purposes in excess of amounts for income tax purposes

      86        86        3,472   

Accumulated depreciation expense for financial reporting purposes greater than amounts for income tax purposes

      1,030,069        1,016,444        998,437   

Capitalization of syndication costs for income tax purposes, which are accounted for as cost of capital for financial reporting purposes

      2,035,389        2,035,389        2,035,389   

Accumulated rental income accrued for financial reporting purposes greater than amounts for income tax purposes

      (262,018 )      (289,648 )      (313,148 ) 

Accumulated expenses deductible when paid for income tax purposes less than amounts accrued for financial reporting purposes

      1,981        1,981        1,981   

Accumulated gains on sale of properties for financial reporting purposes in excess of amounts for income tax purposes

      (508,319 )      (491,951 )      (491,951 ) 

Accumulated impairment losses taken for financial reporting purposes in excess of amounts for income tax purposes

      1,433,135        1,305,857        992,668   

Equity adjustment for South Carolina nonresident withholding tax treated as a distribution for income tax purposes

      (38,021 )      (38,021 )      (38,021 ) 

Other

      (28,130 )      (52,105 )      (56,468 ) 
                        

Income tax basis partners’ capital

    $ 6,620,571      $ 6,693,022      $ 6,773,588   
                        

 

Page F-15

Index to Financial Statements
7. QUARTERLY RESULTS (UNAUDITED)

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2010 and 2009:

 

     2010 Quarters Ended  
     March 31     June 30     September 30     December 31  

Equity in income (loss) of joint ventures

    $ 5,151      $ (122,549 )    $ (10,741 )    $ 34,725   

Interest and other income

    $ 254      $ 252      $ 256      $ 444   

Net loss

    $ (41,072 )    $ (160,968 )    $ (40,031 )    $ (6,520 ) 

Net income (loss) allocated to:

         

Class A limited partners

    $ (41,072 )    $ (160,968 )    $ (39,087 )    $ (10,147 ) 

Class B limited partners

    $ 0      $ 0      $ (944 )    $ 3,627   

General partners

    $ 0      $ 0      $ 0      $ 0   

Net income (loss) per weighted-average limited partner unit outstanding:

         

Class A

      $(0.03 )      $(0.11 )      $(0.03 )      $(0.01 ) 

Class B(a)

      $ 0.00        $ 0.00        $ 0.00        $ 0.02   

Distribution of operating cash per weighted-average limited partner unit outstanding:

         

Class A

      $ 0.00        $ 0.00        $ 0.00        $ 0.00   

Class B

      $ 0.00        $ 0.00        $ 0.00        $ 0.00   

Distribution of net sale proceeds cash per weighted-average limited partner unit outstanding:

         

Class A

      $ 0.00        $ 0.00        $ 0.00        $ 0.00   

Class B

      $ 0.00        $ 0.00        $ 0.00        $ 0.00   
     2009 Quarters Ended  
     March 31     June 30     September 30     December 31  

Equity in income (loss) of joint ventures

    $ 4,928      $ 13,588      $ (318,889 )    $ (1,456 ) 

Interest and other income

    $ 1,072      $ 379      $ 204      $ 268   

Net loss

    $ (36,891 )    $ (19,592 )    $ (343,393 )    $ (36,363 ) 

Net loss allocated to:

         

Class A limited partners

    $ (36,891 )    $ (19,592 )    $ (343,393 )    $ (36,363 ) 

Class B limited partners

    $ 0      $ 0      $ 0      $ 0   

General partners

    $ 0      $ 0      $ 0      $ 0   

Net loss per weighted-average limited partner unit outstanding:

         

Class A(a)

      $(0.03 )      $(0.01 )      $(0.24 )      $(0.03 ) 

Class B

      $ 0.00        $ 0.00        $ 0.00        $ 0.00   

Distribution of operating cash per weighted-average limited partner unit outstanding:

         

Class A

      $ 0.00        $ 0.00        $ 0.00        $ 0.00   

Class B

      $ 0.00        $ 0.00        $ 0.00        $ 0.00   

Distribution of net sale proceeds cash per weighted-average limited partner unit outstanding:

         

Class A

      $ 0.00        $ 0.00        $ 0.00        $ 0.00   

Class B

      $ 0.00        $ 0.00        $ 0.00        $ 0.00   

 

  (a)

The quarterly per-unit amounts have been calculated using actual income (loss) for the respective quarters. Conversely, the corresponding annual income (loss) per-unit amounts have been calculated assuming that income (loss) was earned ratably over the year. As a result, the sum of these quarterly per-unit amounts does not equal the respective annual per-unit amount presented in the accompanying financial statements.

 

Page F-16

Index to Financial Statements
8. GENERAL AND ADMINISTRATIVE COSTS

General and administrative costs for the years ended December 31, 2010, 2009, and 2008 are composed of the following items:

 

     2010      2009      2008  

Salary reimbursements

    $ 79,971       $ 71,468       $ 68,987   

Independent accounting fees

      28,428         17,026         24,095   

Printing expenses

      25,504         23,148         28,220   

Legal fees

      10,742         13,086         22,495   

Postage and delivery expenses

      6,157         7,823         6,660   

Computer costs

      1,678         1,585         1,099   

Other professional fees

      1,377         660         1,988   

Registration and filing fees

      914         574         792   

Bank service charges

      812         163         0   

Taxes and licensing fees

      800         800         760   
                          

Total general and administrative costs

    $ 156,383       $ 136,333       $ 155,096   
                          

 

Page F-17

Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

The Fund IX, Fund X, Fund XI and REIT Joint Venture:

We have audited the accompanying balance sheets of The Fund IX, Fund X, Fund XI and REIT Joint Venture (the “Joint Venture”) as of December 31, 2010 and 2009, and the related statements of operations, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Joint Venture’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Joint Venture’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Joint Venture’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Fund IX, Fund X, Fund XI and REIT Joint Venture as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/    Frazier & Deeter, LLC

Atlanta, Georgia

March 22, 2011

 

Page F-18

Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE

 

BALANCE SHEETS

DECEMBER 31, 2010 AND 2009

ASSETS

 

     2010      2009  

Real estate assets, at cost:

      

Land

    $ 1,650,070       $ 2,701,208   

Building and improvements, less accumulated depreciation of $3,356,998 and $4,785,268 at December 31, 2010 and 2009, respectively

      4,781,248         7,813,114   

Construction in progress

      0         143,044   
                 

Total real estate assets, net

      6,431,318         10,657,366   

Cash and cash equivalents

      89,265         163,300   

Tenant receivables

      112,297         56,169   

Deferred leasing costs, less accumulated amortization of $44,138 and $268,934 at December 31, 2010 and 2009, respectively

      528,149         159,000   

Other assets

      57,274         12,997   
                 

Total assets

    $ 7,218,303       $ 11,048,832   
                 

LIABILITIES AND PARTNERS’ CAPITAL

 

Liabilities:

      

Accounts payable, accrued expenses, and refundable security deposits

    $ 228,631       $ 221,786   

Accrued capital expenditures and deferred leasing costs

      205,844         0   

Due to affiliates

      106         6,108   

Deferred income

      46,986         17,407   
                 

Total liabilities

      481,567         245,301   

Partners’ capital:

      

Wells Real Estate Fund IX, L.P.

      2,629,381         4,216,675   

Wells Real Estate Fund X, L.P.

      3,266,719         5,238,761   

Wells Real Estate Fund XI, L.P.

      592,015         949,430   

Piedmont Operating Partnership, LP

      248,621         398,665   
                 

Total partners’ capital

      6,736,736         10,803,531   
                 

Total liabilities and partners’ capital

    $ 7,218,303       $ 11,048,832   
                 

See accompanying notes.

 

Page F-19

Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE

 

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2010, 2009, AND 2008

 

     2010     2009     2008  

REVENUES:

       

Rental income

    $ 274,281      $ 276,546      $ 562,942   

Tenant reimbursements

      57,117        20,564        41,350   

Interest and other income

      0        0        3,477   
                        

Total revenues

      331,398        297,110        607,769   

EXPENSES:

       

Property operating costs

      402,245        462,609        506,367   

Management and leasing fees:

       

Related-party

      0        0        20,296   

Other

      21,600        21,600        23,119   

Depreciation

      248,248        251,828        235,758   

Amortization

      39,389        34,491        42,795   

Impairment loss

      1,448,217        0        0   

General and administrative

      58,470        41,838        51,517   
                        

Total expenses

      2,218,169        812,366        879,852   
                        

NET LOSS FROM CONTINUING OPERATIONS

      (1,886,771 )      (515,256 )      (272,083 ) 

DISCONTINUED OPERATIONS:

       

Operating income

      313,162        497,713        502,474   

Gain on disposition

      684,476        0        0   
                        

Income from discontinued operations

      997,638        497,713        502,474   
                        

NET INCOME (LOSS)

    $ (889,133 )    $ (17,543 )    $ 230,391   
                        

See accompanying notes.

 

Page F-20

Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE

 

STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2010, 2009, AND 2008

 

     Wells Real
Estate
Fund IX, L.P.		     Wells Real
Estate
Fund X, L.P.		     Wells Real
Estate
Fund XI, L.P.		     Piedmont
Operating
Partnership,  LP		     Total
Partners’
Capital		  

Balance, December 31, 2007

    $ 4,418,683      $ 5,489,733      $ 994,917      $ 417,760      $ 11,321,093   

Net income

      89,923        111,720        20,248        8,500        230,391   

Partnership distributions

      (201,069 )      (249,806 )      (45,275 )      (19,006 )      (515,156 ) 
                                        

Balance, December 31, 2008

      4,307,537        5,351,647        969,890        407,254        11,036,328   

Net loss

      (6,847 )      (8,507 )      (1,542 )      (647 )      (17,543 ) 

Partnership distributions

      (84,015 )      (104,379 )      (18,918 )      (7,942 )      (215,254 ) 
                                        

Balance, December 31, 2009

      4,216,675        5,238,761        949,430        398,665        10,803,531   

Net loss

      (347,034 )      (431,152 )      (78,143 )      (32,804 )      (889,133 ) 

Partnership contributions

      753,291        935,882        169,620        71,207        1,930,000   

Partnership distributions

      (1,993,551 )      (2,476,772 )      (448,892 )      (188,447 )      (5,107,662 ) 
                                        

Balance, December 31, 2010

    $ 2,629,381      $ 3,266,719      $ 592,015      $ 248,621      $ 6,736,736   
                                        

See accompanying notes.

 

Page F-21

Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE

 

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2010, 2009, AND 2008

 

     2010     2009     2008  

CASH FLOWS FROM OPERATING ACTIVITIES:

       

Net income (loss)

    $ (889,133 )    $ (17,543 )    $ 230,391   

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

       

Gain on disposition

      (684,476 )      0        0   

Depreciation

      342,883        354,010        337,940   

Amortization

      101,166        82,411        86,720   

Impairment loss

      1,448,217        0        0   

Changes in assets and liabilities:

       

(Increase) decrease in tenant receivables

      (60,156 )      37,314        80,493   

(Increase) decrease in other assets

      (44,277 )      3,313        2,110   

Increase (decrease) in accounts payable and accrued expenses

      6,845        (44,144 )      16,754   

(Decrease) increase in due to affiliates

      (6,002 )      (4,010 )      8,552   

Increase (decrease) in deferred income

      29,579        (12,297 )      24,966   
                        

Net cash provided by operating activities

      244,646        399,054        787,926   

CASH FLOWS FROM INVESTING ACTIVITIES:

       

Net proceeds from sale of real estate

      5,107,662        0        0   

Investment in real estate assets

      (1,426,239 )      (173,332 )      (137,764 ) 

Payment of deferred leasing costs

      (822,442 )      (117,640 )      (48,538 ) 
                        

Net cash provided by (used in) investing activities

      2,858,981        (290,972 )      (186,302 ) 

CASH FLOWS FROM FINANCING ACTIVITIES:

       

Contribution from joint venture partners

      1,930,000        0        0   

Net sale proceeds distributions to joint venture partners

      (5,107,662 )      0        0   

Operating distributions to joint venture partners in excess of accumulated earnings

      0        (215,254 )      (710,771 ) 
                        

Net cash used in financing activities

      (3,177,662 )      (215,254 )      (710,771 ) 
                        

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

      (74,035 )      (107,172 )      (109,147 ) 

CASH AND CASH EQUIVALENTS, beginning of year

      163,300        270,472        379,619   
                        

CASH AND CASH EQUIVALENTS, end of year

    $ 89,265      $ 163,300      $ 270,472   
                        

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:

       

Accrued capital expenditures and deferred leasing costs

    $ 205,844      $ 0      $ 4,943   
                        

See accompanying notes.

 

Page F-22

Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE

 

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010, 2009, AND 2008

 

1. ORGANIZATION AND BUSINESS

In March 1997, Wells Real Estate Fund IX, L.P. (“Fund IX) entered into a Georgia general partnership with Wells Real Estate Fund X, L.P. (“Fund X”) to form Fund IX and Fund X Associates (“Fund IX-X Associates”) for the purpose of acquiring, developing, operating, and selling real properties. On March 20, 1997, Fund IX contributed a 5.62-acre tract of real property in Knoxville, Tennessee, and improvements thereon to Fund IX-X Associates on which an approximately 84,000 square foot, three-story office building, the Alstom Power – Knoxville Building, was constructed and commenced operations. On February 13, 1998, Fund IX-X Associates purchased an approximate 107,000 square foot, two-story office building, 1315 West Century Drive, in Louisville, Colorado. On March 20, 1998, Fund IX-X Associates purchased an approximately 52,000 square foot, three-story office building, the 360 Interlocken Building, in Broomfield, Colorado. On June 11, 1998, Fund IX-X Associates was amended and restated as The Fund IX, Fund X, Fund XI and REIT Joint Venture (the “Joint Venture”) upon admitting Wells Real Estate Fund XI, L.P. (“Fund XI”) and Piedmont Operating Partnership, LP (“Piedmont OP”), formerly known as Wells Operating Partnership, L.P. Piedmont OP is a Delaware limited partnership with Piedmont Office Realty Trust, Inc. (“Piedmont REIT”), formerly known as Wells Real Estate Investment Trust, Inc., serving as its general partner. Piedmont REIT is a Maryland corporation that qualifies as a real estate investment trust. On June 24, 1998, the Joint Venture purchased an approximately 57,000 square foot, one-story office building, the Avaya Building, in Oklahoma City, Oklahoma. On April 1, 1998, Fund X purchased an approximately 108,000 square-foot, one-story office and warehouse building, the Iomega Building, in Ogden, Utah. In 1998, Fund X contributed the Iomega Building to the Joint Venture. Ownership interests were recomputed based on the relative cumulative capital contributions from the joint venture partners.

On March 15, 2005, the Joint Venture sold the Alstom Power – Knoxville Building to an unrelated third party for a gross sales price of $12,000,000. As a result of the sale, the Joint Venture received net sale proceeds of approximately $11,646,000 and recognized a gain of approximately $5,032,000.

On December 22, 2006, the Joint Venture sold 1315 West Century Drive to an unrelated third party for a gross sales price of $8,325,000. As a result of the sale, the Joint Venture received net sale proceeds of approximately $8,060,000. As of September 30, 2006, the Joint Venture recognized an impairment loss of approximately $354,000 in order to reduce the carrying value of 1315 West Century Drive to its estimated fair value, less costs to sell, and recognized an additional loss on sale of approximately $148,000.

On January 31, 2007, the Joint Venture sold the Iomega Building to an unrelated third party for a gross sale price of $4,867,000. As a result of the sale, the Joint Venture received net sale proceeds of approximately $4,685,000 and recognized a gain of approximately $178,000.

On October 15, 2010, the Joint Venture sold the Avaya Building to an unrelated third party for a gross sale price of $5,300,000. As a result of the sale, the Joint Venture received net sale proceeds of approximately $5,108,000 and recognized a gain of approximately $684,000.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Joint Venture’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

 

Page F-23

Index to Financial Statements

Use of Estimates

The preparation of the Joint Venture’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, application of acquisition fees incurred, and any tenant improvements or major improvements and betterments which extend the useful life of the related asset. The Joint Venture considers the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. Upon receiving notification of a tenant’s intention to terminate a lease, undepreciated tenant improvements are written off to lease termination expense. All repairs and maintenance are expensed as incurred.

The Joint Venture’s real estate assets are depreciated using the straight-line method over the following useful lives:

 

Buildings

    40 years

Building improvements

    5-25 years

Land improvements

    20 years

Tenant improvements

    Shorter of lease term or economic life

Evaluating the Recoverability of Real Estate Assets

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets owned by the Joint Venture may not be recoverable. When indicators of potential impairment are present, which suggest that the carrying amounts of the real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that such expected undiscounted future cash flows for assets held for use or the estimated fair values, less costs to sell, for assets held for sale do not exceed the respective assets’ carrying values, management adjusts the real estate assets to the respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Joint Venture has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Joint

 

Page F-24

Index to Financial Statements

Venture may assign an estimated probability-weighting to more than one fair value estimate based on the Joint Venture’s assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Joint Venture’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The accounting standard for fair value measurements and disclosures was applied to the Joint Venture’s outstanding nonfinancial assets and nonfinancial liabilities effective January 1, 2009.

In connection with recurring quarterly review processes, the Joint Venture evaluated the recoverability of the carrying value of the 360 Interlocken Building pursuant to the accounting policy outlined above and determined that it was not recoverable, as compared to the estimated fair value, due to refining the disposition strategy for the Joint Venture and, consequently, shortening the estimated holding period of this asset in second quarter of 2010. Accordingly, the Joint Venture reduced the carrying value of the 360 Interlocken Building to its estimated fair value based on the present value of future cash flows and recognized a corresponding impairment loss of approximately $1,448,000 in the second quarter of 2010. The fair value measurements used in this evaluation of nonfinancial assets for the 360 Interlocken Building are considered to be Level 3 valuations within the fair value hierarchy outlined above, as there are significant unobservable inputs. Examples of inputs that the Joint Venture utilized in its fair value calculations include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices. In addition, the Joint Venture assigned an estimated probability-weighting to more than one fair value estimate based on the Joint Venture’s assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. The table below represents the detail of the adjustment recognized during the year ended December 31, 2010 using Level 3 inputs.

 

Property

    Net Book Value      Impairment Loss
Recognized		      Fair Value  

360 Interlocken Building

    $ 6,516,400       $ 1,448,217       $ 5,068,183   
                          

Cash and Cash Equivalents

The Joint Venture considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value, and consist of investments in money market accounts.

Tenant Receivables

Tenant receivables are comprised of rental and reimbursement billings due from tenants and the cumulative amount of future adjustments necessary to present rental income using the straight-line method. Upon receiving notification of a tenant’s intention to terminate a lease, unamortized straight-line rent receivables are written off to lease termination expense. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts, which approximates fair value. Management assesses the collectibility of tenant receivables on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. No such allowances have been recorded as of December 31, 2010 or 2009.

Deferred Leasing Costs, net

Deferred lease costs may include (i) costs incurred to procure leases, which are capitalized and recognized as amortization expense on a straight-line basis over the terms of the lease, and (ii) common area maintenance costs that are recoverable from tenants under the terms of the existing leases; such costs are capitalized and recognized as operating expenses over the shorter of the lease term or the recovery period provided for in the lease. The remaining unamortized balance of deferred leasing costs will be amortized over a weighted-average period of approximately nine years. Upon receiving notification of a tenant’s intention to terminate a lease, unamortized deferred leasing costs are written-off to lease termination expense.

 

Page F-25

Index to Financial Statements

Other Assets

Other assets as of December 31, 2010 and 2009, is comprised of the following items:

 

     2010      2009  

Refundable security deposits

    $ 51,689       $ 8,719   

Prepaid expenses

      5,585         4,278   
                 

Total

    $ 57,274       $ 12,997   
                 

Refundable security deposits represent cash deposits received from tenants. Pursuant to the respective leases, the Joint Venture may apply such balances toward unpaid receivable balances or property damages, where applicable, and is obligated to refund any residual balances to the tenants upon the expiration of the related lease terms. Prepaid expenses are primarily comprised of prepaid insurance and contract labor costs. Prepaid expenses are recognized in the period in which coverage/service is provided. Balances without a future economic benefit are written off as they are identified.

Allocation of Income and Distributions

Pursuant to the terms of the joint venture agreement, income and distributions are allocated to the joint venture partners based on their respective ownership interests as determined by relative cumulative capital contributions, as defined. Fund IX, Fund X, Fund XI, and Piedmont OP held ownership interests in the Joint Venture of approximately 39%, 48%, 9%, and 4%, respectively, for the years ended December 31, 2010 and 2009. Net cash from operations is generally distributed to the joint venture partners on a quarterly basis.

Revenue Recognition

The Joint Venture’s leases typically include renewal options, escalation provisions, and provisions requiring tenants to reimburse the Joint Venture for a pro rata share of operating costs incurred. All of the Joint Venture’s leases are classified as operating leases, and the related rental income, including scheduled rental rate increases (other than scheduled increases based on the Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Tenant reimbursements are recognized as revenue in the period that the related operating cost is incurred and are billed to tenants pursuant to the terms of the underlying leases. Rents and tenant reimbursements collected in advance are recorded as deferred income in the accompanying balance sheets. Lease termination income is recognized when the tenant loses the right to lease the space and the Joint Venture has satisfied all obligations under the related lease or lease termination agreement.

The Joint Venture records the sale of real estate assets pursuant to the provisions of the property, plant, and equipment accounting standard for real estate sales. Accordingly, gains are recognized upon completing the sale and, among other things, determining the sale price and transferring all of the risks and rewards of ownership without significant continuing involvement with the seller. Recognition of all or a portion of the gain would be deferred until both of these conditions are met. Losses are recognized in full as of the sale date.

Income Taxes

The Joint Venture is not subject to federal or state income taxes; therefore, none have been provided for in the accompanying financial statements. The partners of Fund IX, Fund X, Fund XI, and Piedmont OP are required to include their respective share of profits and losses from the Joint Venture in their individual income tax returns.

 

Page F-26

Index to Financial Statements

Recent Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board clarified previously issued GAAP and issued new requirements related to Accounting Standards Codification Topic Fair Value Measurements and Disclosures (“ASU 2010-6”). The clarification component includes disclosures about inputs and valuation techniques used in determining fair value, and providing fair value measurement information for each class of assets and liabilities. The new requirements relate to disclosures of transfers between the levels in the fair value hierarchy, as well as the individual components in the rollforward of the lowest level (Level 3) in the fair value hierarchy. This change in GAAP became effective for the Joint Venture beginning January 1, 2010, except for the provision concerning the rollforward of activity of the Level 3 fair value measurement, which will become effective for the Joint Venture on January 1, 2011. The adoption of ASU 2010-6 has not had, and is not expected to have, a material impact on the Joint Venture’s financial statements or disclosures.

Reclassifications

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

 

Page F-27

Index to Financial Statements
3. RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

Fund IX, Fund X, and Fund XI are parties to individual property management and leasing agreements with Wells Management Company, Inc. (“Wells Management”), an affiliate of each of their respective general partners.

The various fees payable under each of the respective agreements are summarized as follows:

 

      Management Services    Leasing Services   

Management and Leasing

Services – Industrial and
Commercial properties leased on a
net basis for ten years or more

Fund IX

    3% of gross revenues collected monthly    Initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. Recurring fee based on 3% of gross revenues collected monthly.    Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected monthly.

Fund X

    3% of gross revenues collected monthly    Initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. Recurring fee based on 3% of gross revenues collected monthly.    Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected monthly.

Fund XI

    2.5% of gross revenues collected monthly    Initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. Recurring fee based on 2% of gross revenues collected monthly.    Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected monthly.

Management and leasing fees are recognized in accordance with the terms of the aforementioned agreements, weighted based on joint venture partners respective ownership interests in the Joint Venture. During the years ended December 31, 2010, 2009, and 2008, the Joint Venture incurred management and leasing fees payable to Wells Management, of $25,092, $43,466, and $60,556, respectively, portions of which are included in income from discontinued operations in the accompanying statements of operations.

In addition, the Joint Venture incurs fees payable to Piedmont Office Management, LLC (“Piedmont Management”), or its affiliates, for the management and leasing of the Joint Venture’s properties equal to (a) the lesser of 4.5% of the gross revenues generally paid over the life of the lease or 0.6% of net asset value calculated on an annual basis, (b) prorated by Piedmont OP’s ownership interest in the Joint Venture. During the years ended December 31, 2010, 2009, and 2008, the Joint Venture incurred management and leasing fees payable to Piedmont Management, or its affiliates, of $961, $1,665, and $2,320, respectively, portions of which are included in income from discontinued operations in the accompanying statements of operations.

 

Page F-28

Index to Financial Statements

Administrative Reimbursements

Wells Management performs certain administrative services for the Joint Venture, relating to accounting, property management, and other partnership administration, and incurs the related expenses. Such expenses are allocated among these entities based on the amount of time spent on the respective entities by individual personnel. In the opinion of management, this allocation is a reasonable estimation of such expenses. During the years ended December 31, 2010, 2009, and 2008, the Joint Venture incurred administrative expenses of $20,098, $31,205, and $21,454, respectively, payable to Wells Management, portions of which are included in income from discontinued operations in the accompanying statements of operations.

Due to Affiliates

Due to affiliates as of December 31, 2010 and 2009 represents amounts due to Piedmont Management and/or Wells Management for the following items:

 

     2010      2009  

Administrative reimbursements

    $ 106       $ 4,630   

Property management fees

      0         1,478   
                 
   $ 106       $ 6,108   
                 

 

4. DISCONTINUED OPERATIONS

In accordance with GAAP, the Joint Venture has classified the results of operations related to the Avaya Building, which was sold on October 15, 2010, as discontinued operations in the accompanying statements of operations. The details comprising income from discontinued operations are presented below:

 

     2010      2009      2008  

Rental income

    $ 574,147       $ 757,714       $ 743,042   

Tenant reimbursements

      3,567         6,338         6,859   
                          

Total property revenues

      577,714         764,052         749,901   

Property operating costs

      49,438         30,952         18,954   

Management and leasing fees:

         

Related-party

      26,053         45,131         42,580   

Depreciation

      94,635         102,182         102,182   

Amortization

      35,094         47,920         43,925   

General and administrative

      59,332         40,154         39,786   
                          

Total expenses

      264,552         266,339         247,427   
                          

Operating income

      313,162         497,713         502,474   

Gain on disposition

      684,476         0         0   
                          

Income from discontinued operations

    $ 997,638       $ 497,713       $ 502,474   
                          

 

Page F-29

Index to Financial Statements
5. RENTAL INCOME

The future contractual rental income due to the Joint Venture under noncancelable operating leases as of December 31, 2010 follows:

 

Year ended December 31:

   

2011

    $ 269,867   

2012

      691,022   

2013

      658,665   

2014

      682,312   

2015

      705,960   

Thereafter

      3,482,778   
        
   $ 6,490,604   
        

Four tenants generated approximately 41%, 33%, 15% and 11% of contractual rental income from continuing operations for the year ended December 31, 2010, and three tenants will generate approximately 93%, 5% and 2% of future contractual rental income.

 

Page F-30

Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2010

 

          Initial Cost     Costs  Capitalized
Subsequent
To
Acquisition(b)		           Gross Carrying Amount as of December 31, 2010                    

Description

   Encumbrances     Land     Buildings
and
Improvements		       Impairment
Loss		     Land     Buildings
and
Improvements		     Construction
in  Progress		     Total     Accumulated
Depreciation(c)		     Date of
Construction		     Date
Acquired		  

360
INTERLOCKEN BUILDING(a)

     None      $ 1,650,070      $ 6,917,274      $ 2,669,189      $ (1,448,217 )    $ 1,650,070      $ 8,138,246      $ 0      $ 9,788,316      $ 3,356,998        1996        3/20/98   

 

  (a )

The 360 Interlocken Building is a three-story office building located in Broomfield, Colorado.

 

  (b)

Includes acquisition and advisory fees and acquisition expense reimbursements applied at acquisition as well as write-offs of fully depreciated capitalized costs.

 

  (c )

Buildings, land improvements, building improvements, and tenant improvements are depreciated using the straight-line method over 40 years, 20 years, 5 to 25 years, and the shorter of the economic life or corresponding lease terms, respectively.

 

Page F-31

Index to Financial Statements

THE FUND IX, FUND X, FUND XI AND REIT JOINT VENTURE

 

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2010

 

     Cost     Accumulated
Depreciation		  

BALANCE AT DECEMBER 31, 2007

    $ 15,131,538      $ 4,093,318   

Additions

      142,707        337,940   
                

BALANCE AT DECEMBER 31, 2008

      15,274,245        4,431,258   

Additions

      168,389        354,010   
                

BALANCE AT DECEMBER 31, 2009

      15,442,634        4,785,268   

Additions

      1,631,776        342,883   

Impairment(1)

      (1,448,217 )      0   

Dispositions

      (5,837,877 )      (1,771,153 ) 
                

BALANCE AT DECEMBER 31, 2010

    $ 9,788,316      $ 3,356,998   
                

 

  (1)

As of June 30, 2010, The Fund IX, Fund X, Fund XI, and REIT Joint Venture wrote-down the basis of the 360 Interlocken Building to reduce the carrying value of the property to its estimated fair value due to refining the disposition strategy for the joint venture and, consequently, shortening the estimated holding period of this asset in second quarter of 2010.

 

Page F-32

Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Fund X and Fund XI Associates:

We have audited the accompanying balance sheet of Fund X and Fund XI Associates (the “Joint Venture”) as of December 31, 2009 and the related statement of operations, partners’ capital, and cash flows for the year ended December 31, 2009. These financial statements are the responsibility of the Joint Venture’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Joint Venture’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Joint Venture’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fund X and Fund XI Associates as of December 31, 2009, and the results of its operations and its cash flows for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/    Frazier & Deeter, LLC

Atlanta, Georgia

March 18, 2010

 

Page F-33

Index to Financial Statements

FUND X AND FUND XI ASSOCIATES

 

BALANCE SHEETS

DECEMBER 31, 2010 (UNAUDITED) AND 2009

ASSETS

 

     2010
(unaudited)		      2009  

Investment in Wells/Fremont Associates

    $ 773,945       $ 784,881   

Due from Wells/Fremont Associates

      0         24,047   
                 

Total assets

    $ 773,945       $ 808,928   
                 

 

LIABILITIES AND PARTNERS’ CAPITAL

 

  

Liabilities:

      

Partnership distributions payable

    $ 0       $ 24,047   

Partners’ capital:

      

Wells Real Estate Fund X, L.P.

      448,889         455,233   

Wells Real Estate Fund XI, L.P.

      325,056         329,648   
                 

Total partners’ capital

      773,945         784,881   
                 

Total liabilities and partners’ capital

    $ 773,945       $ 808,928   
                 

See accompanying notes.

 

Page F-34

Index to Financial Statements

FUND X AND FUND XI ASSOCIATES

 

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2010 (UNAUDITED), 2009, AND 2008 (UNAUDITED)

 

     2010
(unaudited)		      2009     2008
(unaudited)		  

EQUITY IN INCOME (LOSS) OF WELLS/FREMONT ASSOCIATES

    $ 4,741       $ (690,703 )    $ 43,619   
                         

NET INCOME (LOSS)

    $ 4,741       $ (690,703 )    $ 43,619   
                         

See accompanying notes.

 

Page F-35

Index to Financial Statements

FUND X AND FUND XI ASSOCIATES

 

STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2010 (UNAUDITED), 2009, AND 2008 (UNAUDITED)

 

     Wells Real
Estate
Fund X, L.P.		     Wells Real
Estate
Fund XI, L.P.		     Total
Partners’
Capital		  

Balance, December 31, 2007 (unaudited)

    $ 935,676      $ 677,219      $ 1,612,895   

Net income

      25,304        18,315        43,619   

Partnership distributions

      (50,611 )      (36,631 )      (87,242 ) 
                        

Balance, December 31, 2008 (unaudited)

      910,369        658,903        1,569,272   

Net loss

      (400,692 )      (290,011 )      (690,703 ) 

Partnership distributions

      (54,444 )      (39,244 )      (93,688 ) 
                        

Balance, December 31, 2009

      455,233        329,648        784,881   

Net income

      2,750        1,991        4,741   

Partnership contributions

      17,097        12,373        29,470   

Partnership distributions

      (26,191 )      (18,956 )      (45,147 ) 
                        

Balance, December 31, 2010 (unaudited)

    $ 448,889      $ 325,056      $ 773,945   
                        

See accompanying notes.

 

Page F-36

Index to Financial Statements

FUND X AND FUND XI ASSOCIATES

 

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2010 (UNAUDITED), 2009, AND 2008 (UNAUDITED)

 

     2010
(unaudited)		     2009     2008
(unaudited)		  

CASH FLOWS FROM CONTINUING OPERATING ACTIVITIES:

       

Net income (loss)

    $ 4,741      $ (690,703 )    $ 43,619   

Operating distributions received from Wells/Fremont Associates

      69,194        91,545        88,209   

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

       

Equity in (income) loss of Wells/Fremont Associates

      (4,741 )      690,703        (43,619 ) 
                        

Net cash provided by operating activities

      69,194        91,545        88,209   

CASH FLOWS FROM INVESTING ACTIVITIES:

       

Investment in Wells/Fremont Associates

      (29,470 )      0        0   

CASH FLOWS FROM FINANCING ACTIVITIES:

       

Contribution from joint venture partners

      29,470        0        0   

Operating distributions to joint venture partners in excess of accumulated earnings

      (69,194 )      (91,545 )      (88,209 ) 
                        

Net cash used in financing activities

      (39,724 )      (91,545 )      (88,209 ) 
                        

NET CHANGE IN CASH AND CASH EQUIVALENTS

      0        0        0   

CASH AND CASH EQUIVALENTS, beginning of year

      0        0        0   
                        

CASH AND CASH EQUIVALENTS, end of year

    $ 0      $ 0      $ 0   
                        

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

       

Partnership distributions payable

    $ 0      $ 24,047      $ 21,904   
                        

See accompanying notes.

 

Page F-37

Index to Financial Statements

FUND X AND FUND XI ASSOCIATES

 

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 (UNAUDITED), 2009, AND 2008 (UNAUDITED)

 

1. ORGANIZATION AND BUSINESS

On July 15, 1998, Wells Real Estate Fund X, L.P. (“Fund X”) and Wells Real Estate Fund XI, L.P. (“Fund XI”), entered into a Georgia general partnership to create Fund X and Fund XI Associates (the “Joint Venture”). The general partners of Fund X and Fund XI are Leo F. Wells, III and Wells Partners, L.P., a private Georgia limited partnership. The Joint Venture was formed for the purpose of acquiring, developing, owning, operating, and selling real properties.

In July 1998, Piedmont Operating Partnership, LP (“Piedmont OP”), formerly known as Wells Operating Partnership, L.P., entered into a joint venture agreement with Wells Development Corporation, referred to as Wells/Fremont Associates, which acquired an approximate 58,000 square foot two-story manufacturing and office building, 47300 Kato Road, located in Fremont, California. During 1998, the Joint Venture acquired Wells Development Corporation’s interest in Wells/Fremont Associates, which resulted in the Joint Venture becoming a joint venture partner with Piedmont OP.

In July 1998, Piedmont OP entered into a joint venture agreement with Wells Development Corporation, referred to as Wells/Orange County Associates, which acquired an approximate 52,000 square foot warehouse and office building, the Cort Building, located in Fountain Valley, California. During 1998, the Joint Venture acquired Wells Development Corporation’s interest in Wells/Orange County Associates, which resulted in the Joint Venture becoming a joint venture partner with Piedmont OP. On September 11, 2003, Wells/Orange County Associates sold the Cort Building to an unrelated third party for a gross selling price of $5,770,000. As a result of the sale, the Joint Venture recognized a loss of approximately $213,000 and received net sale proceeds of approximately $3,134,000. Wells/Orange County Associates wound up its affairs in 2004 by, among other things, collecting the outstanding receivables, satisfying outstanding payables, and distributing any residual cash balances to the joint venture partners. Wells/Orange County Associates was terminated during 2005 in accordance with the relevant dissolution and termination provisions of the Georgia Uniform Partnership Act.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Joint Venture’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

Use of Estimates

The preparation of the Joint Venture’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investment in Wells/Fremont Associates

The Joint Venture has evaluated Wells/Fremont Associates and concluded that this entity is not a variable interest entity. The Joint Venture does not have control over the operations of Wells/Fremont Associates, however, does exercise significant influence. Approval by the Joint Venture as well as the other joint venture partners is required for any major decision or any action that would materially affect Wells/Fremont Associates, or their real

 

Page F-38

Index to Financial Statements

property investments. Accordingly, the Joint Venture accounts for its investment in Wells/Fremont Associates using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions, and net income (loss) attributable to the Joint Venture. Pursuant to the terms of the joint venture agreements, all income (loss) and distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are generally distributed to the joint venture partners on a quarterly basis.

Evaluating the Recoverability of Real Estate Assets

The Joint Venture continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets owned through the Joint Venture’s investment in Wells/Fremont Associates may not be recoverable. When indicators of potential impairment are present which suggest that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use, or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Joint Venture has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Joint Venture may assign an estimated probability-weighting to more than one fair value estimate based on the Joint Venture’s assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Joint Venture’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The accounting standard for fair value measurements and disclosures was applied to the Joint Venture’s outstanding nonfinancial assets and nonfinancial liabilities effective January 1, 2009.

Allocation of Income and Distributions

Pursuant to the terms of the joint venture agreement, income and distributions are allocated to the joint venture partners based upon their respective ownership interests as determined by relative cumulative capital contributions, as defined. Fund X and Fund XI held ownership interests in the Joint Venture of approximately 58% and 42% respectively, for the years ended December 31, 2010 and 2009. Net cash from operations is generally distributed to the joint venture partners on a quarterly basis.

 

Page F-39

Index to Financial Statements

Income Taxes

The Joint Venture is not subject to federal or state income taxes; therefore, none have been provided for in the accompanying financial statements. The partners of Fund X and Fund XI are required to include their respective share of profits and losses from the Joint Venture in their individual income tax returns.

Recent Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board clarified previously issued GAAP and issued new requirements related to Accounting Standards Codification Topic Fair Value Measurements and Disclosures (“ASU 2010-6”). The clarification component includes disclosures about inputs and valuation techniques used in determining fair value, and providing fair value measurement information for each class of assets and liabilities. The new requirements relate to disclosures of transfers between the levels in the fair value hierarchy, as well as the individual components in the rollforward of the lowest level (Level 3) in the fair value hierarchy. This change in GAAP became effective for the Joint Venture beginning January 1, 2010, except for the provision concerning the rollforward of activity of the Level 3 fair value measurement, which will become effective for the Joint Venture on January 1, 2011. The adoption of ASU 2010-6 has not had, and is not expected to have, a material impact on the Joint Venture’s financial statements or disclosures.

 

3. RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

The joint venture partners, Fund X and Fund XI are parties to individual property management and leasing agreements with Wells Management Company, Inc. (“Wells Management”), an affiliate of each of their respective general partners.

The various fees payable under each of the respective agreements are summarized as follows:

 

      Management Services    Leasing Services    Management and Leasing
Services–Industrial and
Commercial properties leased on a
net basis for ten years or more
Fund X    3% of gross revenues collected monthly    Initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. Recurring fee based on 3% of gross revenues collected monthly.    Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected monthly.

Fund XI

    2.5% of gross revenues collected monthly    Initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. Recurring fee based on 2% of gross revenues collected monthly.    Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected monthly.

 

Page F-40

Index to Financial Statements

Management and leasing fees are recognized in accordance with the terms of the aforementioned agreements, weighted based on joint venture partners respective ownership interests in the Joint Venture. Through its interests in Wells/Fremont Associates, the Joint Venture incurred management and leasing fees through its equity in income of Wells/Fremont Associates that are payable to Wells Management of $507, $1,149, and $1,117 during the years ended December 31, 2010, 2009, and 2008, respectively.

Administrative Reimbursements

Wells Management performs certain administrative services for the Joint Venture’s property owned through Wells/Fremont Associates related to accounting, property management, and other administrative activities, and incurs the related expenses. Such expenses are allocated among the various Wells Real Estate Funds based on estimates of the amount of time dedicated to each fund by individual administrative personnel. In the opinion of management, this allocation is a reasonable estimation of such expenses. Through its interest in Wells/Fremont Associates, the Joint Venture incurred administrative expenses through its equity in income of Wells/Fremont Associates of $4,636, $5,960, and $4,240 payable to Wells Management for these services during the years ended December 31, 2010, 2009, and 2008, respectively.

 

4. INVESTMENT IN WELLS/FREMONT ASSOCIATES

Impairment of Real Estate Assets

In connection with recurring quarterly review processes, Wells/Fremont Associates evaluated the recoverability of the carrying value of the 47300 Kato Road property pursuant to the accounting policy outlined in Note 2 and determined that it was not recoverable, as compared with the estimated fair value, primarily as a result of shortening the estimated holding period of such asset in third quarter 2009 and significant downward pressure on long-term rental rates for speculative leasing. Accordingly, Wells/Fremont Associates reduced the carrying value of 47300 Kato Road to its estimated fair value based on the present value of future cash flows and recognized a corresponding impairment loss of approximately $3,316,000 (approximately $746,000 of which was allocated to the Joint Venture) in the third quarter of 2009. This impairment loss is included in net income (loss) for the year ended December 31, 2009 in the table below.

The fair value measurements used in these evaluations of nonfinancial assets are considered to be Level 3 valuations within the fair value hierarchy, as there are significant unobservable inputs (see Evaluating the Recoverability of Real Estate Assets in Note 2). Examples of inputs that Wells/Fremont Associates utilized in its fair value calculations include discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices.

Due from Wells/Fremont Associates

Due from Wells/Fremont Associates as of December 31, 2009 represents the Joint Ventures’ share of operating cash to be distributed from the Wells/Fremont Associates for the fourth quarter of 2009.

The Joint Venture’s investments and approximate ownership percentages in Wells/Fremont Associates as of December 31, 2010 and 2009 are presented below:

 

     2010     2009  
     Amount      Percent     Amount      Percent  

Wells/Fremont Associates

    $ 773,945         22 %    $ 784,881         22 % 
                                  

 

Page F-41

Index to Financial Statements

Roll-forwards of the Joint Venture’s investment in Wells/Fremont Associates for the years ended December 31, 2010 and 2009 are presented below:

 

     2010     2009  

Investment in Wells/Fremont Associates, beginning of year

    $ 784,881      $ 1,569,272   

Equity in income (loss) of Wells/Fremont Associates

      4,741        (690,703 ) 

Contributions to Wells/Fremont Associates

      29,470        (690,703 ) 

Distributions from Wells/Fremont Associates

      (45,147 )      (93,688 ) 
                

Investment in Wells/Fremont Associates, end of year

    $ 773,945      $ 784,881   
                

Condensed financial information for the joint venture in which the Joint Venture held an interest as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009, and 2008 is presented below:

 

     Total Assets
December 31,		      Total Liabilities
December 31,		      Total Equity
December 31,		  
     2010      2009      2010      2009      2010      2009  

Wells/Fremont Associates

    $ 3,496,614       $ 3,676,596       $ 56,215       $ 187,584       $ 3,440,399       $ 3,489,012   
                                                     

 

     Total Revenues      Net Income (Loss)  
     For The Years Ended
December 31,		      For The Years Ended
December 31,		  
     2010      2009      2008      2010      2009     2008  

Wells/Fremont Associates

    $ 316,035       $ 507,372       $ 477,303       $ 21,075       $ (3,070,350 )    $ 193,897   
                                                    

 

Page F-42

Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

Wells/Fremont Associates:

We have audited the accompanying balance sheet of Wells/Fremont Associates (the “Joint Venture”) as of December 31, 2009 and the related statement of operations, partners’ capital, and cash flows for the year ended December 31, 2009. Our audit also included the financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Joint Venture’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Joint Venture’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Joint Venture’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wells/Fremont Associates as of December 31, 2009, and the results of its operations and its cash flows for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/    Frazier & Deeter, LLC

Atlanta, Georgia

March 18, 2010

 

Page F-43

Index to Financial Statements

WELLS/FREMONT ASSOCIATES

 

BALANCE SHEETS

DECEMBER 31, 2010 (UNAUDITED) AND 2009

ASSETS

 

     2010
(unaudited)		      2009  

Real estate assets, at cost:

      

Land

    $ 2,219,251       $ 2,219,251   

Building and improvements, less accumulated depreciation of $2,606,432 and $2,561,887 at December 31, 2010 and 2009, respectively

      1,222,279         1,266,824   
                 

Total real estate assets

      3,441,530         3,486,075   

Cash and cash equivalents

      16,245         180,339   

Tenant receivables

      0         173   

Other assets

      38,839         10,009   
                 

Total assets

    $ 3,496,614       $ 3,676,596   
                 

LIABILITIES AND PARTNERS’ CAPITAL

 

Liabilities:

      

Accounts payable and accrued expenses

    $ 42,566       $ 2,375   

Due to affiliates

      1,428         10,669   

Deferred income

      12,221         67,644   

Partnership distributions payable

      0         106,896   
                 

Total liabilities

      56,215         187,584   

Partners’ capital:

      

Fund X and Fund XI Associates

      773,945         784,881   

Piedmont Operating Partnership, LP

      2,666,454         2,704,131   
                 

Total partners’ capital

      3,440,399         3,489,012   
                 

Total liabilities and partners’ capital

    $ 3,496,614       $ 3,676,596   
                 

See accompanying notes.

 

Page F-44

Index to Financial Statements

WELLS/FREMONT ASSOCIATES

 

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2010 (UNAUDITED), 2009, AND 2008 (UNAUDITED)

 

     2010
(unaudited)		      2009     2008
(unaudited)		  

REVENUES:

        

Rental income

    $ 297,963       $ 458,178      $ 434,786   

Reimbursement income

      18,072         49,194        42,517   
                         

Total revenues

      316,035         507,372        477,303   

EXPENSES:

        

Property operating costs

      174,851         47,077        45,112   

Management and leasing fees:

        

Related-party

      10,018         22,702        22,082   

Depreciation

      44,545         130,751        159,560   

Amortization

      0         4,583        5,000   

Impairment loss

      0         3,315,733        0   

General and administrative

      65,546         56,876        51,652   
                         

Total expenses

      294,960         3,577,722        283,406   
                         

NET INCOME (LOSS)

    $ 21,075       $ (3,070,350 )    $ 193,897   
                         

See accompanying notes.

 

Page F-45

Index to Financial Statements

WELLS/FREMONT ASSOCIATES

 

STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2010 (UNAUDITED), 2009, AND 2008 (UNAUDITED)

 

     Fund X
and Fund XI
Associates		     Piedmont
Operating
Partnership, LP		     Total
Partners’
Capital		  

Balance, December 31, 2007 (unaudited)

    $ 1,612,895      $ 5,556,847      $ 7,169,742   

Net income

      43,619        150,278        193,897   

Partnership distributions

      (87,242 )      (300,567 )      (387,809 ) 
                        

Balance, December 31, 2008 (unaudited)

      1,569,272        5,406,558        6,975,830   

Net loss

      (690,703 )      (2,379,647 )      (3,070,350 ) 

Partnership distributions

      (93,688 )      (322,780 )      (416,468 ) 
                        

Balance, December 31, 2009

      784,881        2,704,131        3,489,012   

Net income

      4,741        16,334        21,075   

Partnership contributions

      29,470        101,530        131,000   

Partnership distributions

      (45,147 )      (155,541 )      (200,688 ) 
                        

Balance, December 31, 2010 (unaudited)

    $ 773,945      $ 2,666,454      $ 3,440,399   
                        

See accompanying notes.

 

Page F-46

Index to Financial Statements

WELLS/FREMONT ASSOCIATES

 

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2010 (UNAUDITED), 2009, AND 2008 (UNAUDITED)

 

     2010
(unaudited)		     2009     2008
(unaudited)		  

CASH FLOWS FROM OPERATING ACTIVITIES:

       

Net income (loss)

    $ 21,075      $ (3,070,350 )    $ 193,897   

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

       

Impairment loss

      0        3,315,733        0   

Depreciation

      44,545        130,751        159,560   

Amortization

      0        17,564        19,162   

Changes in assets and liabilities:

       

Decrease in tenant receivables

      173        25,534        15,190   

(Increase) decrease in other assets

      (28,830 )      (3,336 )      1,389   

Increase (decrease) in accounts payable and accrued expenses

      40,191        (12,866 )      839   

(Decrease) increase in due to affiliates

      (9,241 )      3,599        5,979   

(Decrease) increase in deferred income

      (55,423 )      21,966        45,678   
                        

Net cash provided by operating activities

      12,490        428,595        441,694   

CASH FLOWS FROM FINANCING ACTIVITIES:

       

Contribution from joint venture partners

      131,000        0        0   

Operating distributions to joint venture partners in excess of accumulated earnings

      (307,584 )      (406,940 )      (392,111 ) 
                        

Net cash used in financing activities

      (176,584 )      (406,940 )      (392,111 ) 
                        

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

      (164,094 )      21,655        49,583   

CASH AND CASH EQUIVALENTS, beginning of year

      180,339        158,684        109,101   
                        

CASH AND CASH EQUIVALENTS, end of year

    $ 16,245      $ 180,339      $ 158,684   
                        

SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES:

       

Partnership distributions payable

    $ 0      $ 106,896      $ 97,368   
                        

See accompanying notes.

 

Page F-47

Index to Financial Statements

WELLS/FREMONT ASSOCIATES

 

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 (UNAUDITED), 2009, AND 2008 (UNAUDITED)

 

1. ORGANIZATION AND BUSINESS

On July 15, 1998, Wells Real Estate Fund X, L.P. (“Fund X”) and Wells Real Estate Fund XI, L.P. (“Fund XI”), entered into a Georgia general partnership to create Fund X and Fund XI Associates. The general partners of Fund X and Fund XI are Leo F. Wells, III and Wells Partners, L.P., a private Georgia limited partnership. Fund X and Fund XI Associates was formed for the purpose of acquiring, developing, owning, operating, and selling real properties.

In July 1998, Piedmont Operating Partnership, LP (“Piedmont OP”), formerly known as Wells Operating Partnership, L.P., entered into a joint venture agreement with Wells Development Corporation, referred to as Wells/Fremont Associates (the “Joint Venture”), which acquired an approximate 58,000 square foot two-story warehouse and office building, 47300 Kato Road, located in Fremont, California. Piedmont OP is a Delaware limited partnership with Piedmont Office Realty Trust, Inc. (“Piedmont REIT”), formerly known as Wells Real Estate Investment Trust, Inc., serving as its general partner. Piedmont REIT is a Maryland corporation that qualifies as a real estate investment trust. During 1998, Fund X and Fund XI Associates acquired Wells Development Corporation’s interest in the Joint Venture, which resulted in Fund X and Fund XI Associates becoming a joint venture partner with Piedmont OP.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Joint Venture’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

Use of Estimates

The preparation of the Joint Venture’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, application of acquisition fees incurred, and any tenant improvements or major improvements and betterments which extend the useful life of the related asset. The Joint Venture considers the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. Upon receiving notification of a tenant’s intention to terminate a lease, undepreciated tenant improvements are written off to lease termination expense. All repairs and maintenance are expensed as incurred.

The Joint Venture’s real estate assets are depreciated using the straight-line method over the following useful lives:

 

Buildings

    40 years

Building improvements

    5-25 years

Land improvements

    20 years

Tenant improvements

    Shorter of lease term or economic life

 

Page F-48

Index to Financial Statements

Evaluating the Recoverability of Real Estate Assets

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets owned by the Joint Venture may not be recoverable. When indicators of potential impairment are present, which suggest that the carrying amounts of the real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that such expected undiscounted future cash flows for assets held for use or the estimated fair values, less costs to sell, for assets held for sale do not exceed the respective assets’ carrying values, management adjusts the real estate assets to the respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Joint Venture has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Joint Venture may assign an estimated probability-weighting to more than one fair value estimate based on the Joint Venture’s assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Joint Venture’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The accounting standard for fair value measurements and disclosures was applied to the Joint Venture’s outstanding nonfinancial assets and nonfinancial liabilities effective January 1, 2009.

In connection with recurring quarterly review processes, the Joint Venture evaluated the recoverability of the carrying value of the 47300 Kato Road property pursuant to the accounting policy outlined above and determined that it was not recoverable, as compared with the estimated fair value, primarily as a result of shortening the estimated holding period of such asset in third quarter 2009 and significant downward pressure on long-term rental rates for speculative leasing. Accordingly, the Joint Venture reduced the carrying value of 47300 Kato Road to its estimated fair value based on the present value of future cash flows and recognized a corresponding impairment loss of approximately $3,316,000 in the third quarter of 2009.

Cash and Cash Equivalents

The Joint Venture considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

 

Page F-49

Index to Financial Statements

Tenant Receivables

Tenant receivables are comprised of rental and reimbursement billings due from tenants and the cumulative amount of future adjustments necessary to present rental income using the straight-line method. Upon receiving notification of a tenant’s intention to terminate a lease, unamortized straight-line rent receivables are written off to lease termination expense. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts, which approximates fair value. Management assesses the collectibility of tenant receivables on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. No such allowances have been recorded as of December 31, 2010 or 2009.

Deferred Leasing Costs, net

Deferred lease costs may include (i) costs incurred to procure leases, which are capitalized and recognized as amortization expense on a straight-line basis over the terms of the lease, and (ii) common area maintenance costs that are recoverable from tenants under the terms of the existing leases; such costs are capitalized and recognized as operating expenses over the shorter of the lease term or the recovery period provided for in the lease. Upon receiving notification of a tenant’s intention to terminate a lease, unamortized deferred leasing costs are written-off to lease termination expense.

Other Assets

Other assets is primarily comprised of prepaid expenses. Management assesses the collectibility of other assets on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. Prepaid expenses are recognized as the related services are provided. Balances without a future economic benefit are written off as they are identified. No such allowances have been recorded as of December 31, 2010 or 2009.

Allocation of Income and Distributions

Pursuant to the terms of the joint venture agreement, income and distributions are allocated to the joint venture partners based upon their respective ownership interests as determined by relative cumulative capital contributions, as defined. Fund X and Fund XI Associates and Piedmont OP held ownership interests in the Joint Venture of approximately 22% and 78%, respectively, for the years ended December 31, 2010 and 2009. Net cash from operations is generally distributed to the joint venture partners on a quarterly basis.

Revenue Recognition

The Joint Venture’s leases typically include renewal options, escalation provisions and provisions requiring tenants to reimburse the Joint Venture for a pro rata share of operating costs incurred. All of the Joint Venture’s leases are classified as operating leases, and the related rental income, including scheduled rental rate increases (other than scheduled increases based on the Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Tenant reimbursements are recognized as revenue in the period that the related operating cost is incurred and are billed to tenants pursuant to the terms of the underlying leases. Rents and tenant reimbursements collected in advance are recorded as deferred income in the accompanying balance sheets. Lease termination income is recognized when the tenant loses the right to lease the space and the Joint Venture has satisfied all obligations under the related lease or lease termination agreement.

The Joint Venture records the sale of real estate assets pursuant to the provisions of the property, plant, and equipment accounting standard for real estate sales. Accordingly, gains are recognized upon completing the sale and, among other things, determining the sale price and transferring all of the risks and rewards of ownership without significant continuing involvement with the seller. Recognition of all or a portion of the gain would be deferred until both of these conditions are met. Losses are recognized in full as of the sale date.

 

Page F-50

Index to Financial Statements

Income Taxes

The Joint Venture is not subject to federal or state income taxes; therefore, none have been provided for in the accompanying financial statements. The partners of Fund X, Fund XI, and Piedmont OP are required to include their respective share of profits and losses from the Joint Venture in their individual income tax returns.

Recent Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board clarified previously issued GAAP and issued new requirements related to Accounting Standards Codification Topic Fair Value Measurements and Disclosures (“ASU 2010-6”). The clarification component includes disclosures about inputs and valuation techniques used in determining fair value, and providing fair value measurement information for each class of assets and liabilities. The new requirements relate to disclosures of transfers between the levels in the fair value hierarchy, as well as the individual components in the rollforward of the lowest level (Level 3) in the fair value hierarchy. This change in GAAP became effective for the Joint Venture beginning January 1, 2010, except for the provision concerning the rollforward of activity of the Level 3 fair value measurement, which will become effective for the Joint Venture on January 1, 2011. The adoption of ASU 2010-6 has not had, and is not expected to have, a material impact on the Joint Venture’s financial statements or disclosures.

 

3. RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

Fund X and Fund XI are parties to individual property management and leasing agreements with Wells Management Company, Inc. (“Wells Management”), an affiliate of each of their respective general partners.

The various fees payable under each of the respective agreements are summarized as follows:

 

     Management Services    Leasing Services    Management and Leasing Services–
Industrial and Commercial
properties leased on a net basis for
ten years or more

Fund X

   3% of gross revenues collected
monthly		    Initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. Recurring fee based on 3% of gross revenues collected monthly.    Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected monthly.

Fund XI

   2.5% of gross revenues collected monthly    Initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. Recurring fee based on 2% of gross revenues collected monthly.    Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected monthly.

Management and leasing fees are recognized in accordance with the terms of the aforementioned agreements, weighted based on joint venture partners respective ownership interests in the Joint Venture. During the years ended December 31, 2010, 2009, and 2008, the Joint Venture incurred management and leasing fee expenses that are payable to Wells Management of $2,254, $5,109, and $4,967, respectively.

 

Page F-51

Index to Financial Statements

In addition, the Joint Venture incurs fees payable to Piedmont Office Management, LLC (“Piedmont Management”), or its affiliates, for the management and leasing of the Joint Venture’s properties equal to (a) the lesser of 4.5% of the gross revenues generally paid over the life of the lease or 0.6% of net asset value calculated on an annual basis, (b) prorated by Piedmont OP’s ownership interest in the Joint Venture. During the years ended December 31, 2010, 2009, and 2008, the Joint Venture incurred management and leasing fee expenses payable to Piedmont Management, or its affiliates, of $7,764, $17,593, and $17,114, respectively.

Administrative Reimbursements

Wells Management performs certain administrative services for the Joint Venture, relating to accounting, property management, and other Joint Venture administration, and incurs the related expenses. Such expenses are allocated among these entities based on time spent on each entity by individual personnel. In the opinion of management, this is a reasonable estimation of such expenses. During the years ended December 31, 2010, 2009, and 2008, the Joint Venture incurred administrative expenses of $20,610, $26,494, and $18,847, respectively, payable to Wells Management for these services.

Due to Affiliates

As presented in the accompanying balance sheets, due to affiliates as of December 31, 2010 and December 31, 2009 represents amounts due to Piedmont Management and/or Wells Management for the following items:

 

     2010      2009  

Administrative reimbursements

    $ 1,428       $ 5,419   

Property management fees

      0         5,250   
                 

Total

    $ 1,428       $ 10,669   
                 

 

4. RENTAL INCOME

One tenant generated 100% of contractual rental income for the year ended December 31, 2010.

 

Page F-52

Index to Financial Statements

WELLS/FREMONT ASSOCIATES

SCHEDULE III – REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2010

 

Description

   Encumbrances     Initial Cost     Costs
Capitalized
Subsequent To
Acquisition(b)		     Impairment
Loss		     Gross Carrying Amount as of December 31, 2010     Accumulated
Depreciation (c)		     Date of
Construction		     Date
Acquired		  
    Land     Buildings and
Improvements		         Land     Buildings and
Improvements		     Construction
in Progress		     Total        

47300 KATO ROAD(a)

     None      $ 2,130,480      $ 6,852,630      $ 380,585      $ (3,315,733 )    $ 2,219,251      $ 3,828,711      $ 0      $ 6,047,962      $ 2,606,432        1982        07/21/98   

 

  (a)

47300 Kato Road consists of a two-story warehouse and office building located in Fremont, California.

 

  (b)

Includes acquisition and advisory fees and acquisition expense reimbursements applied at acquisition as well as write-offs of fully depreciated capitalized costs.

 

  (c)

Buildings, land improvements, building improvements, and tenant improvements are depreciated using the straight-line method over 40 years, 20 years, 5 to 25 years, and the shorter of the economic life or corresponding lease terms, respectively.

 

Page F-53

Index to Financial Statements

WELLS/FREMONT ASSOCIATES

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2010

 

     Cost     Accumulated
Depreciation		  

BALANCE AT DECEMBER 31, 2007 (UNAUDITED)

    $ 9,363,695      $ 2,271,576   

Additions

      0        159,560   
                

BALANCE AT DECEMBER 31, 2008 (UNAUDITED)

      9,363,695        2,431,136   

Additions

      0        130,751   

Impairments(1)

      (3,315,733 )      0   
                

BALANCE AT DECEMBER 31, 2009

      6,047,962        2,561,887   

Additions

      0        44,545   
                

BALANCE AT DECEMBER 31, 2010

    $ 6,047,962      $ 2,606,432   
                

 

  (1)

As of September 30, 2009, Wells/Fremont Associates wrote-down the basis of 47300 Kato Road to reduce the carrying value of the property to its estimated fair value as a result of shortening the estimated holding period of such asset in third quarter 2009 and significant downward pressure on long-term rental rates for speculative leasing.

 

Page F-54

Index to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The General Partners of

The Wells Fund XI-Fund XII-REIT Joint Venture:

We have audited the accompanying balance sheets of The Wells Fund XI-Fund XII-REIT Joint Venture (the “Joint Venture”) as of December 31, 2010 and 2009, and the related statements of operations, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2010. Our audits also included the financial statement schedule listed in the index at Item 15(a). These financial statements and schedule are the responsibility of the Joint Venture’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Joint Venture’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Joint Venture’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Wells Fund XI-Fund XII-REIT Joint Venture as of December 31, 2010 and 2009, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/     Frazier & Deeter, LLC

Atlanta, Georgia

March 22, 2011

 

Page F-55

Index to Financial Statements

THE WELLS FUND XI – FUND XII – REIT JOINT VENTURE

BALANCE SHEETS

DECEMBER 31, 2010 AND 2009

ASSETS

 

     2010      2009  

Real estate assets, at cost:

      

Land

    $ 1,766,667       $ 1,766,667   

Building and improvements, less accumulated depreciation of $3,280,559 and $2,965,676 at December 31, 2010 and 2009, respectively

      2,819,471         3,108,632   
                 

Total real estate assets

      4,586,138         4,875,299   

Cash and cash equivalents

      254,929         340,429   

Tenant receivables

      308,226         448,201   

Deferred leasing costs, less accumulated amortization of $264,432
and $181,767 at December 31, 2010 and 2009, respectively

      169,481         239,874   

Other assets

      3,588         1,731   
                 

Total assets

    $ 5,322,362       $ 5,905,534   
                 

LIABILITIES AND PARTNERS’ CAPITAL

 

Liabilities:

      

Accounts payable, accrued expenses, and refundable security deposits

    $ 150,450       $ 145,027   

Due to affiliates

      2,133         3,459   

Deferred income

      8,548         93,939   

Partnership distributions payable

      103,108         107,563   
                 

Total liabilities

      264,239         349,988   

Partners’ capital:

      

Wells Real Estate Fund XI, L.P.

      1,322,544         1,452,610   

Wells Real Estate Fund XII, L.P.

      864,479         949,483   

Piedmont Operating Partnership, LP

      2,871,100         3,153,453   
                 

Total partners’ capital

      5,058,123         5,555,546   
                 

Total liabilities and partners’ capital

    $ 5,322,362       $ 5,905,534   
                 

See accompanying notes.

 

Page F-56

Index to Financial Statements

THE WELLS FUND XI – FUND XII – REIT JOINT VENTURE

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED

DECEMBER 31, 2010, 2009, AND 2008

 

     2010     2009     2008  

REVENUES:

       

Rental income

    $ 1,009,701      $ 1,010,826      $ 879,921   

Reimbursement income

      171,616        187,344        194,545   

Interest and other income

      0        813        14   
                        

Total revenues

      1,181,317        1,198,983        1,074,480   

EXPENSES:

       

Property operating costs

      769,910        781,521        693,483   

Management and leasing fees:

       

Related-party

      18,510        21,463        16,198   

Other

      39,846        39,254        34,918   

Depreciation

      314,883        298,778        341,587   

Amortization

      62,979        65,795        52,155   

Impairment loss

      0        0        3,678,136   

General and administrative

      41,206        31,472        52,585   
                        

Total expenses

      1,247,334        1,238,283        4,869,062   
                        

LOSS FROM CONTINUING OPERATIONS

      (66,017 )      (39,300 )      (3,794,582 ) 

OPERATING INCOME FROM DISCONTINUED OPERATIONS

      0        0        317   
                        

NET LOSS

    $ (66,017 )    $ (39,300 )    $ (3,794,265 ) 
                        

See accompanying notes.

 

Page F-57

Index to Financial Statements

THE WELLS FUND XI – FUND XII – REIT JOINT VENTURE

STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEARS ENDED

DECEMBER 31, 2010, 2009, AND 2008

 

     Wells Real
Estate
Fund XI, L.P.		     Wells Real
Estate
Fund XII, L.P.		     Piedmont
Operating
Partnership, LP		     Total
Partners’
Capital		  

Balance, December 31, 2007

    $ 2,452,680      $ 1,603,078      $ 5,324,440      $ 9,380,198   

Net loss

      (992,124 )      (648,402 )      (2,153,739 )      (3,794,265 ) 

Partnership contributions

      39,222        25,633        85,145        150,000   

Partnership distributions

      (23,280 )      (15,214 )      (50,537 )      (89,031 ) 
                                

Balance, December 31, 2008

      1,476,498        965,095        3,205,309        5,646,902   

Net loss

      (10,276 )      (6,716 )      (22,308 )      (39,300 ) 

Partnership contributions

      26,148        17,089        56,763        100,000   

Partnership distributions

      (39,760 )      (25,985 )      (86,311 )      (152,056 ) 
                                

Balance, December 31, 2009

      1,452,610        949,483        3,153,453        5,555,546   

Net loss

      (17,262 )      (11,281 )      (37,474 )      (66,017 ) 

Partnership distributions

      (112,804 )      (73,723 )      (244,879 )      (431,406 ) 
                                

Balance, December 31, 2010

    $ 1,322,544      $ 864,479      $ 2,871,100      $ 5,058,123   
                                

See accompanying notes.

 

Page F-58

Index to Financial Statements

THE WELLS FUND XI – FUND XII – REIT JOINT VENTURE

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED

DECEMBER 31, 2010, 2009, AND 2008

 

     2010     2009     2008  

CASH FLOWS FROM OPERATING ACTIVITIES:

       

Net loss

    $ (66,017 )    $ (39,300 )    $ (3,794,265 ) 

Adjustments to reconcile net loss to net cash provided by operating activities:

       

Impairment loss

      0        0        3,678,136   

Depreciation

      314,883        298,778        341,587   

Amortization

      82,665        76,104        52,155   

Changes in assets and liabilities:

       

Decrease in tenant receivables, net

      139,975        147,302        53,130   

(Increase) decrease in other assets, net

      (1,857 )      108        1,392   

Increase (decrease) in accounts payable, accrued expenses, and refundable security deposits

      5,423        (22,651 )      (201,306 ) 

(Decrease) increase in due to affiliates

      (1,326 )      1,118        (553 ) 

(Decrease) increase in deferred income

      (85,391 )      93,939        (58,951 ) 
                        

Net cash provided by operating activities

      388,355        555,398        71,325   

CASH FLOWS FROM INVESTING ACTIVITIES:

       

Investment in real estate assets

      (25,722 )      (502,601 )      (116,761 ) 

Payment of deferred leasing costs

      (12,272 )      (112,356 )      (7,497 ) 
                        

Net cash used in investing activities

      (37,994 )      (614,957 )      (124,258 ) 

CASH FLOWS FROM FINANCING ACTIVITIES:

       

Contribution from joint venture partners

      0        100,000        150,000   

Operating distributions to joint venture partners in excess of accumulated earnings

      (435,861 )      (44,493 )      (89,031 ) 
                        

Net cash (used in) provided by financing activities

      (435,861 )      55,507        60,969   
                        

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

      (85,500 )      (4,052 )      8,036   

CASH AND CASH EQUIVALENTS, beginning of year

      340,429        344,481        336,445   
                        

CASH AND CASH EQUIVALENTS, end of year

    $ 254,929      $ 340,429      $ 344,481   
                        

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

       

Partnership distributions payable

    $ 103,108      $ 107,563      $ 0   
                        

Accrued capital expenditures

    $ 0      $ 0      $ 274,283   
                        

Accrued deferred leasing costs

    $ 0      $ 0      $ 57,282   
                        

See accompanying notes.

 

Page F-59

Index to Financial Statements

THE WELLS FUND XI – FUND XII – REIT JOINT VENTURE

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010, 2009, AND 2008

 

1. ORGANIZATION AND BUSINESS

On May 1, 1999, Wells Real Estate Fund XI, L.P. (“Fund XI”) and Piedmont Operating Partnership, LP (“Piedmont OP”), formerly known as Wells Operating Partnership, L.P., entered into a Georgia general partnership known as The Wells Fund XI-REIT Joint Venture for the purpose of acquiring, developing, operating, and selling real properties. On June 21, 1999, The Wells Fund XI-REIT Joint Venture was amended and restated as The Wells Fund XI-Fund XII-REIT Joint Venture (the “Joint Venture”) upon admitting Wells Real Estate Fund XII, L.P. (“Fund XII”). The general partners of Fund XI and Fund XII are Leo F. Wells, III and Wells Partners, L.P., a private Georgia limited partnership. Piedmont OP is a Delaware limited partnership with Piedmont Office Realty Trust, Inc. (“Piedmont REIT”), formerly known as Wells Real Estate Investment Trust, Inc., serving as its general partner. Piedmont REIT is a Maryland corporation that qualifies as a real estate investment trust.

On May 18, 1999, the Joint Venture purchased a two-story manufacturing and office building containing approximately 168,000 square feet, known as 111 Southchase Boulevard, located in Fountain Inn, South Carolina. On July 2, 1999, the Joint Venture purchased a three-story office building containing approximately 70,000 square feet, known as the 20/20 Building, located in Leawood, Kansas. On August 17, 1999, the Joint Venture purchased an office and warehouse building containing approximately 130,000 square feet, known as the Johnson Matthey Building, located in Wayne, Pennsylvania. On September 20, 1999, the Joint Venture purchased a two-story office building containing approximately 62,000 square feet, known as the Gartner Building, located in Fort Myers, Florida.

On October 5, 2004, the Joint Venture sold the Johnson Matthey Building to the sole tenant, Johnson Matthey, Inc., for a gross selling price of $10,000,000. As a result of the sale, the Joint Venture recognized a gain of approximately $2,419,000 and received net sale proceeds of $9,675,000.

On April 13, 2005, the Joint Venture sold the Gartner Building to an unrelated third party for a gross selling price of approximately $12,520,000. As a result of the sale, the Joint Venture recognized a gain of approximately $4,481,000 and received net sale proceeds of approximately $12,397,000.

On May 23, 2007, the Joint Venture sold 111 Southchase Boulevard to an unrelated third party for a gross selling price of $7,625,000. As a result of the sale, the Joint Venture recognized a gain of approximately $1,978,000 and received net sale proceeds of approximately $7,237,000.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Joint Venture’s financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

Use of Estimates

The preparation of the Joint Venture’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses and related disclosures of contingent assets and liabilities in the financial statements and accompanying notes. Actual results could differ from those estimates.

 

Page F-60

Index to Financial Statements

Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, application of acquisition fees incurred, and any tenant improvements or major improvements and betterments which extend the useful life of the related asset. The Joint Venture considers the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. Upon receiving notification of a tenant’s intention to terminate a lease, undepreciated tenant improvements are written off to lease termination expense. All repairs and maintenance are expensed as incurred.

The Joint Venture’s real estate assets are depreciated using the straight-line method over the following useful lives:

 

Buildings

    40 years

Building improvements

    5-25 years

Land improvements

    20 years

Tenant improvements

    Shorter of lease term or economic life

Evaluating the Recoverability of Real Estate Assets

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets owned by the Joint Venture may not be recoverable. When indicators of potential impairment are present, which suggest that the carrying amounts of the real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that such expected undiscounted future cash flows for assets held for use or the estimated fair values, less costs to sell, for assets held for sale do not exceed the respective assets’ carrying values, management adjusts the real estate assets to the respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Joint Venture has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which is typically based on an entity’s own assumptions, as there is little, if any, related market activity or information. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Joint Venture may assign an estimated probability-weighting to more than one fair value estimate based on the Joint Venture’s assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Joint Venture’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The accounting standard for fair value measurements and disclosures was applied to the Joint Venture’s outstanding nonfinancial assets and nonfinancial liabilities effective January 1, 2009.

 

Page F-61

Index to Financial Statements

The Joint Venture evaluated the recoverability of the carrying value of the 20/20 Building pursuant to the accounting policy outlined above and determined that it was not recoverable, as compared with the estimated fair value, primarily as a result of shortening the estimated holding period of such assets in the third quarter of 2008. Accordingly, the Joint Venture reduced the carrying value of the 20/20 Building to its estimated fair value based on the present value of future cash flows and recognized a corresponding impairment loss of approximately $3,678,000 in the third quarter of 2008.

Cash and Cash Equivalents

The Joint Venture considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value, and consist of investments in money market accounts.

Tenant Receivables

Tenant receivables are comprised of rental and reimbursement billings due from tenants and the cumulative amount of future adjustments necessary to present rental income using the straight-line method. Upon receiving notification of a tenant’s intention to terminate a lease, unamortized straight-line rent receivables are written off to lease termination expense. Tenant receivables are recorded at the original amount earned, less an allowance for any doubtful accounts, which approximates fair value. Management assesses the collectibility of tenant receivables on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. No such allowances have been recorded as of December 31, 2010 or 2009.

Deferred Leasing Costs, net

Deferred lease costs may include (i) costs incurred to procure leases, which are capitalized and recognized as amortization expense on a straight-line basis over the terms of the lease, and (ii) common area maintenance costs that are recoverable from tenants under the terms of the existing leases; such costs are capitalized and recognized as operating expenses over the shorter of the lease term or the recovery period provided for in the lease. The remaining unamortized balance of deferred leasing costs will be amortized over a weighted-average period of approximately two years. Upon receiving notification of a tenant’s intention to terminate a lease, unamortized deferred leasing costs are written-off to lease termination expense.

Other Assets

Other assets is comprised of prepaid expenses. Management assesses the collectibility of other assets on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. Prepaid expenses are recognized as the related services are provided. Balances without a future economic benefit are written off as they are identified. No such allowances have been recorded as of December 31, 2010 or 2009.

Allocation of Income and Distributions

Pursuant to the terms of the joint venture agreement, income and distributions are allocated to the joint venture partners based their respective ownership interests as determined by relative cumulative capital contributions, as defined. Fund XI, Fund XII, and Piedmont OP held ownership interests in the Joint Venture of approximately 26%, 17%, and 57%, respectively, for the years ended December 31, 2010 and 2009. Net cash from operations is generally distributed to the joint venture partners on a quarterly basis.

Revenue Recognition

The Joint Venture’s leases typically include renewal options, escalation provisions and provisions requiring tenants to reimburse the Joint Venture for a pro rata share of operating costs incurred. All of the Joint Venture’s leases are classified as operating leases, and the related rental income, including scheduled rental rate increases (other than scheduled increases based on the Consumer Price Index) is recognized on a straight-line basis over the terms of the respective leases. Tenant reimbursements are recognized as revenue in the period that the related

 

Page F-62

Index to Financial Statements

operating cost is incurred and are billed to tenants pursuant to the terms of the underlying leases. Rents and tenant reimbursements collected in advance are recorded as deferred income in the accompanying balance sheets. Lease termination income is recognized when the tenant loses the right to lease the space and the Joint Venture has satisfied all obligations under the related lease or lease termination agreement.

The Joint Venture records the sale of real estate assets pursuant to the provisions of the property, plant, and equipment accounting standard for real estate sales. Accordingly, gains are recognized upon completing the sale and, among other things, determining the sale price and transferring all of the risks and rewards of ownership without significant continuing involvement with the seller. Recognition of all or a portion of the gain would be deferred until both of these conditions are met. Losses are recognized in full as of the sale date.

Income Taxes

The Joint Venture is not subject to federal or state income taxes; therefore, none have been provided for in the accompanying financial statements. The partners of Fund XI, Fund XII, and Piedmont OP are required to include their respective share of profits and losses from the Joint Venture in their individual income tax returns.

Recent Accounting Pronouncement

In January 2010, the Financial Accounting Standards Board clarified previously issued GAAP and issued new requirements related to Accounting Standards Codification Topic Fair Value Measurements and Disclosures (“ASU 2010-6”). The clarification component includes disclosures about inputs and valuation techniques used in determining fair value, and providing fair value measurement information for each class of assets and liabilities. The new requirements relate to disclosures of transfers between the levels in the fair value hierarchy, as well as the individual components in the rollforward of the lowest level (Level 3) in the fair value hierarchy. This change in GAAP became effective for the Joint Venture beginning January 1, 2010, except for the provision concerning the rollforward of activity of the Level 3 fair value measurement, which will become effective for the Joint Venture on January 1, 2011. The adoption of ASU 2010-6 has not had, and is not expected to have, a material impact on the Joint Venture’s financial statements or disclosures.

 

3. RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

Fund XI and Fund XII are parties to individual property management and leasing agreements with Wells Management Company, Inc. (“Wells Management”), an affiliate of each of their respective general partners.

The various fees payable under each of the respective agreements are summarized as follows:

 

      Management Services    Leasing Services   

Management and Leasing

Services – Industrial and

Commercial properties leased on a

net basis for ten years or more

Fund XI

    2.5% of gross revenues collected monthly    Initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. Recurring fee based on 2% of gross revenues collected monthly.    Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected monthly.

Fund XII

    2.5% of gross revenues collected monthly    Initial lease up fee for newly constructed properties based on market rate charged for similar services for similar properties in the same geographic area. Recurring fee based on 2% of gross revenues collected monthly.    Initial lease up fee based on 3% of the gross revenues over the first five years of the lease term. Recurring fee based on 1% of gross revenues collected monthly.

 

Page F-63

Index to Financial Statements

Management and leasing fees are recognized in accordance with the terms of the aforementioned agreements, weighted based on joint venture partners respective ownership interests in the Joint Venture. During the years ended December 31, 2010, 2009, and 2008, the Joint Venture incurred management and leasing fee expenses that are payable to Wells Management of $8,006, $9,283, and $7,006, respectively.

In addition, the Joint Venture incurs fees payable to Piedmont Office Management, LLC (“Piedmont Management”), or its affiliates, for the management and leasing of the Joint Venture’s properties equal to (a) the lesser of 4.5% of the gross revenues generally paid over the life of the lease or 0.6% of net asset value calculated on an annual basis, (b) prorated by Piedmont OP’s ownership interest in the Joint Venture. During the years ended December 31, 2010, 2009, and 2008, the Joint Venture incurred management and leasing fee expenses payable to Piedmont Management, or its affiliates, of $10,504, $12,180, and $9,192, respectively.

Administrative Reimbursements

Wells Management performs certain administrative services for the Joint Venture, relating to accounting, property management, and other Joint Venture administration, and incurs the related expenses. Such expenses are allocated among these entities based on time spent on each entity by individual personnel. In the opinion of management, this is a reasonable estimation of such expenses. During the years ended December 31, 2010, 2009, and 2008, the Joint Venture incurred administrative expenses that are payable to Wells Management of $0, $0, and $13,826, respectively, portions of which are included in income from discontinued operations in the accompanying statements of operations.

Due to Affiliates

As presented in the accompanying balance sheets, due to affiliates as of December 31, 2010 and December 31, 2009 represents amounts due to Piedmont Management and/or Wells Management for the following items:

 

     2010      2009  

Property management fees

    $ 1,984       $ 3,459   

Administrative reimbursements

      149         0   
                 
   $ 2,133       $ 3,459   
                 

 

4. DISCONTINUED OPERATIONS

In accordance with GAAP, the Joint Venture has classified the results of operations related to 111 Southchase Boulevard, which was sold on May 23, 2007, as discontinued operations in the accompanying statements of operations. The details comprising income from discontinued operations are presented below:

 

     2010      2009      2008  

Interest and other income

    $ 0       $ 0       $ 819   
                          

Total revenues

      0         0         819   

General and administrative

      0         0         502   
                          

Total expenses

      0         0         502   
                          

Operating income from discontinued operations

    $ 0       $ 0       $ 317   
                          

 

Page F-64

Index to Financial Statements
5. RENTAL INCOME

The future contractual rental income due to the Joint Venture under noncancelable operating leases as of December 31, 2010 follows:

 

Year ended December 31:

   

2011

    $ 1,161,557   

2012

      1,002,828   

2013

      144,974   

2014

      24,216   

Thereafter

      0   
        
   $ 2,333,575   
        

Three tenants generated approximately 64%, 24% and 12% of contractual rental income for the year ended December 31, 2010, and three tenants will generate approximately 58%, 22% and 20% of future contractual rental income.

 

Page F-65

Index to Financial Statements

THE WELLS FUND XI - FUND XII - REIT JOINT VENTURE

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2010

 

Description

   Encumbrances     Initial Cost     Costs
Capitalized
Subsequent To
Acquisition(b)		     Impairment
Loss		     Gross Carrying Amount as of December 31, 2010     Accumulated
Depreciation (c)		     Date of
Construction		     Date
Acquired 		 
    Land     Buildings
and
Improvements		         Land     Buildings
and
Improvements		     Construction
in  Progress		     Total        

THE 20/20
BUILDING(a)

     None      $ 1,696,000      $ 7,850,210      $ 1,998,623      $ (3,678,136 )    $ 1,766,667      $ 6,100,030      $ 0      $ 7,866,697      $ 3,280,559        1992        07/02/99   

 

  (a)

The 20/20 Building is a three-story office building located in Leawood, Kansas.

 

  (b)

Includes acquisition and advisory fees and acquisition expense reimbursements applied at acquisition as well as write-offs of fully depreciated capitalized costs.

 

  (c)

Buildings, land improvements, building improvements, and tenant improvements are depreciated using the straight-line method over 40 years, 20 years, 5 to 25 years, and the shorter of the economic life or corresponding lease terms, respectively.

 

Page F-66

Index to Financial Statements

THE WELLS FUND XI – FUND XII – REIT JOINT VENTURE

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2010

 

     Cost     Accumulated
Depreciation		  

BALANCE AT DECEMBER 31, 2007

    $ 10,899,749      $ 2,325,311   

Additions

      391,044        341,587   

Impairments(1)

      (3,678,136 )      0   
                

BALANCE AT DECEMBER 31, 2008

      7,612,657        2,666,898   

Additions

      228,318        298,778   

Dispositions

      0        0   
                

BALANCE AT DECEMBER 31, 2009

      7,840,975        2,965,676   

Additions

      25,722        314,883   

Dispositions

      0        0   
                

BALANCE AT DECEMBER 31, 2010

    $ 7,866,697      $ 3,280,559   
                

 

  (1)

As of September 30, 2008, The Wells Fund XI-Fund XII-REIT Joint Venture wrote down the basis of the 20/20 Building to reduce the carrying value of the property to its estimated fair value as a result of management refining its strategy for the disposition of this building.

 

Page F-67

Index to Financial Statements

EXHIBIT INDEX

TO

2010 FORM 10-K

OF

WELLS REAL ESTATE FUND XI, L.P.

The following documents are filed as exhibits to this report. Those exhibits previously filed and incorporated herein by reference are identified below by an asterisk. For each such asterisked exhibit, there is shown below the description of the previous filing. Exhibits which are not required for this report are omitted.

 

Exhibit

Number

    

Description of Document

  *3 (a)    Amended and Restated Agreement of Limited Partnership of Wells Real Estate Fund XI, L.P. (Exhibit 3(a) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., Commission File No. 333-7979)
  *3 (b)    Certificate of Limited Partnership of Wells Real Estate Fund XI, L.P. (Exhibit 3(c) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., Commission File No. 333-7979)
  *10 (a)    Leasing and Tenant Coordinating Agreement with Wells Management Company, Inc. (Exhibit 10(d) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., Commission File No. 333-7979)
  *10 (b)    Management Agreement with Wells Management Company, Inc. (Exhibit 10(e) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., Commission File No. 333-7979)
  *10 (c)    Custodial Agency Agreement with The Bank of New York (Exhibit 10(f) to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., Commission File No. 333-7979)
  *10 (d)    Joint Venture Agreement of Fund IX and Fund X Associates dated March 20, 1997 (Exhibit 10(g) to Post-Effective Amendment No. 1 to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., Commission File No. 333-7979)
  *10 (e)   

Lease Agreement for the ABB Building dated December 10, 1996, between Wells Real Estate Fund IX, L.P. and ABB Flakt, Inc. (Exhibit 10(kk) to Post-Effective Amendment No. 13 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate

Fund IX, L.P., Commission File No. 33-83852)

  *10 (f)    Development Agreement relating to the ABB Building dated December 10, 1996, between Wells Real Estate Fund IX, L.P. and ADEVCO Corporation (Exhibit 10(ll) to Post-Effective Amendment No. 13 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., Commission File No. 33-83852)
  *10 (g)    Owner-Contractor Agreement relating to the ABB Building dated November 1, 1996, between Wells Real Estate Fund IX, L.P. and Integra Construction, Inc. (Exhibit 10(mm) to Post-Effective Amendment No. 13 to Form S-11 Registration Statement of Wells Real Estate Fund VIII, L.P. and Wells Real Estate Fund IX, L.P., Commission File No. 33-83852)
  *10 (h)    Agreement for the Purchase and Sale of Real Property relating to the Lucent Technologies Building dated May 30, 1997, between Fund IX and Fund X Associates and Wells Development Corporation (Exhibit 10(k) to Post-Effective Amendment No. 2 to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., Commission File No. 333-7979)

Index to Financial Statements

Exhibit

Number

    

Description of Document

  *10 (i)    Net Lease Agreement for the Lucent Technologies Building dated May 30, 1997 (Exhibit 10(l) to Post-Effective Amendment No. 2 to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., Commission File No. 333-7979)
  *10 (j)    Development Agreement relating to the Lucent Technologies Building dated May 30, 1997, between Wells Development Corporation and ADEVCO Corporation (Exhibit 10(m) to Post-Effective Amendment No. 2 to Form S-11 Registration Statement of Wells Real Estate Fund X, L.P. and Wells Real Estate Fund XI, L.P., Commission File No. 333-7979)
  *10 (k)    First Amendment to Net Lease Agreement for the Lucent Technologies Building dated March 30, 1998 (Exhibit 10.10(a) to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (l)    Amended and Restated Joint Venture Agreement of The Fund IX, Fund X, Fund XI and REIT Joint Venture dated July 11, 1998 (Exhibit 10.4 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (m)    Agreement for the Purchase and Sale of Real Property relating to the Ohmeda Building dated November 14, 1997 between Lincor Centennial, Ltd. and Wells Real Estate Fund X, L.P. (Exhibit 10.6 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (n)    Agreement for the Purchase and Sale of Property relating to the 360 Interlocken Building dated February 11, 1998 between Orix Prime West Broomfield Venture and Wells Development Corporation (Exhibit 10.7 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (o)    Purchase and Sale Agreement relating to the Iomega Building dated February 4, 1998 with SCI Development Services Incorporated (Exhibit 10.11 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (p)    Lease Agreement for the Iomega Building dated April 9, 1996 (Exhibit 10.12 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (q)    Agreement for the Purchase and Sale of Property relating to the Fairchild Building dated June 8, 1998 (Exhibit 10.13 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (r)    Restatement of and First Amendment to Agreement for the Purchase and Sale of Property relating to the Fairchild Building dated July 1, 1998 (Exhibit 10.14 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (s)    Joint Venture Agreement of Wells/Fremont Associates (the “Fremont Joint Venture”) dated July 15, 1998 between Wells Development Corporation and Wells Operating Partnership, L.P. (Exhibit 10.17 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (t)    Joint Venture Agreement of Fund X and Fund XI Associates dated July 15, 1998 (Exhibit 10.18 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (u)    Agreement for the Purchase and Sale of Joint Venture Interest relating to the Fremont Joint Venture dated July 17, 1998 between Wells Development Corporation and Fund X and Fund XI Associates (Exhibit 10.19 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)

Index to Financial Statements

Exhibit

Number

    

Description of Document

  *10 (v)    Lease Agreement for the Fairchild Building dated September 19, 1997 between the Fremont Joint Venture (as successor in interest by assignment) and Fairchild Technologies USA, Inc. (Exhibit 10.20 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (w)    First Amendment to Joint Venture Agreement of Wells/Fremont Associates dated October 8, 1998 (Exhibit 10(w) to Form 10-K of Wells Real Estate Fund X, L.P. for the fiscal year ended December 31, 1998, Commission File No. 0-23719)
  *10 (x)    Purchase and Sale Agreement and Joint Escrow Instructions relating to the Cort Furniture Building dated June 12, 1998 between the Cort Joint Venture (as successor in interest by assignment) and Spencer Fountain Valley Holdings, Inc. (Exhibit 10.21 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (y)    First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions relating to the Cort Furniture Building dated July 16, 1998 between the Cort Joint Venture (as successor in interest by assignment) and Spencer Fountain Valley Holdings, Inc. (Exhibit 10.22 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (z)    Joint Venture Agreement of Wells/Orange County Associates (the “Cort Joint Venture”) dated July 27, 1998 between Wells Development Corporation and Wells Operating Partnership, L.P. (Exhibit 10.25 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (aa)    Agreement for the Purchase and Sale of Joint Venture Interest relating to the Cort Joint Venture dated July 30, 1998 between Wells Development Corporation and Fund X and Fund XI Associates (Exhibit 10.26 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (bb)    First Amendment to Joint Venture Agreement of Wells/Orange County Associates dated September 1, 1998 (Exhibit 10(dd) to Form 10-K of Wells Real Estate Fund X, L.P. for the fiscal year ended December 31, 1998, Commission File No. 0-23719)
  *10 (cc)    Temporary Lease Agreement for remainder of the ABB Building dated September 10, 1998 between the IX-X-XI-REIT Joint Venture and Associates Housing Finance, LLC (Exhibit 10.35 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (dd)    Amended and Restated Joint Venture Partnership Agreement of The Wells Fund XI – Fund XII – REIT Joint Venture (Exhibit 10.28 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-83933)
  *10 (ee)    Agreement of Sale and Purchase relating to the EYBL CarTex Building (Exhibit 10.54 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)
  *10 (ff)    Agreement of Purchase and Sale for the Sprint Building (Exhibit 10.5 to Form S-11 Registration Statement of Wells Real Estate Fund XII, L.P., Commission File No. 33-66657)
  *10 (gg)    Agreement of Sale and Purchase for the Johnson Matthey Building (Exhibit 10.6 to Form S-11 Registration Statement of Wells Real Estate Fund XII, L.P., Commission File No. 33-66657)
  *10 (hh)    Fifth Amendment to Lease for the Johnson Matthey Building (Exhibit 10.7 to Form S-11 Registration Statement of Wells Real Estate Fund XII, L.P., Commission File No. 33-66657)
  *10 (ii)    Agreement of Purchase and Sale relating to the Gartner Building (Exhibit 10.63 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32009)
  *10 (jj)    Lease Agreement for the Gartner Building (Exhibit 10.64 to Form S-11 Registration Statement of Wells Real Estate Investment Trust, Inc., Commission File No. 333-32099)

Index to Financial Statements

Exhibit

Number

    

Description of Document

  *10 (kk)    Purchase and Sale Agreement relating to the sale of the Cort Building (Exhibit 10.1 to Form 10-Q of Wells Real Estate Fund X, L.P. for the quarter ended September 30, 2003, Commission File No. 0-23719)
  *10 (ll)    Fourth Amendment to Lease Agreement with Alstom Power, Inc. for the Alstom Power-Knoxville Building (Exhibit 10.2 to Form 10-Q of Wells Real Estate Fund IX, L.P. for the quarter ended September 30, 2004, Commission File No. 0-22039)
  *10 (mm)    Purchase and Sale Agreement for the Johnson Matthey Building (Exhibit 10.2 to Form 10-Q of Wells Real Estate Fund XI, L.P. for the quarter ended September 30, 2004, Commission File No. 0-25731)
  *10 (nn)    First Amendment to Lease Agreement with Gartner, Inc. for the Gartner Building (Exhibit 10.3 to Form 10-Q of Wells Real Estate Fund XI, L.P. for the quarter ended September 30, 2004, Commission File No. 0-25731)
  *10 (oo)    Purchase and Sale Agreement for the sale of the Alstom Power-Knoxville Building (Exhibit 10.1 to Form 10-Q of Wells Real Estate Fund IX, L.P. for the quarter ended March 31, 2005, Commission File No. 0-22039)
  *10 (pp)    Purchase and Sale Agreement for the sale of the Gartner Building (Exhibit 10.70 to Form 10-Q of Wells Real Estate Investment Trust, Inc. for the quarter ended March 31, 2005, Commission File No. 0-25739)
  *10 (qq)    Lease Agreement with Caterpillar, Inc. for the 111 Southchase Boulevard Building (Exhibit 10.1 to Form 10-Q of Wells Real Estate Fund XI, L.P. for the quarter ended September 30, 2006, Commission File No. 0-25731)
  *10 (rr)    Purchase and Sale Agreement for the sale of the 1315 West Century Drive Building (Exhibit 10(uu) to Form 10-K of Wells Real Estate Fund IX, L.P. for the fiscal year ended December 31, 2006, Commission File No. 0-22039)
  *10 (ss)    Purchase and Sale Agreement for the sale of the Iomega Building (Exhibit 10(vv) to Form 10-K of Wells Real Estate Fund IX, L.P. for the fiscal year ended December 31, 2006, Commission File No. 0-22039)
  *10 (tt)    Lease Agreement with The EPOCH Group, L.C. for a portion of the 20/20 Building (Exhibit to Form 10-K of Wells Real Estate Fund XI, L.P. for the fiscal year ended December 31, 2006, Commission File No. 0-25731)
  *10 (uu)    Lease Agreement with Blue Cross and Blue Shield of Kansas City for a portion of the 20/20 Building (Exhibit to Form 10-K of Wells Real Estate Fund XI, L.P. for the fiscal year ended December 31, 2006, Commission File No. 0-25731)
  *10 (vv)    Guaranty Agreement by Blue Cross and Blue Shield of Kansas City relating to the lease agreement with The EPOCH Group, L.C. for a portion of the 20/20 Building (Exhibit to Form 10-K of Wells Real Estate Fund XI, L.P. for the fiscal year ended December 31, 2006, Commission File No. 0-25731)
  *10(ww)      Purchase and Sale Agreement for the sale of the 111 Southcase Boulevard Building (Exhibit 10.2 to Form 10-Q of Wells Real Estate Fund XI, L.P. for the quarter ended March 31, 2007, Commission File No. 0-25731)
  *10(xx)      Reinstatement of and Fifth Amendment to Purchase and Sale Agreement for the sale of the 111 Southcase Boulevard Building (Exhibit 10.3 to Form 10-Q of Wells Real Estate Fund XI, L.P. for the quarter ended March 31, 2007, Commission File No. 0-25731)

Index to Financial Statements

Exhibit

Number

  

Description of Document

*10(yy)   Second Amendment to Net Lease Agreement with Avaya, Inc. for the Avaya Building (Exhibit 10(xx) to Form 10-K of Wells Real Estate Fund IX, L.P. for the fiscal year ended December 31, 2007, Commission File No. 0-22039)
*10(zz)   Third Amendment to Net Lease Agreement with Avaya, Inc. for the Avaya Building (Exhibit 10.1 to Form 10-Q of Wells Real Estate Fund IX, L.P. for the quarter ended September 30, 2009, Commission File No. 0-22039)
*10(aaa)   Office Lease with AVNET, Inc. for a portion of the 360 Interlocken Building (Exhibit 10.1 to Form 10-Q of Wells Real Estate Fund IX, L.P. for the quarter ended September 30, 2010, Commission File No. 0-22039)
*10(bbb)   Purchase and Sale Agreement for the sale of the Avaya Building (Exhibit 10.2 to Form 10-Q of Wells Real Estate Fund IX, L.P. for the quarter ended September 30, 2010, Commission File No. 0-22039)
*10(ccc)   First Amendment to Purchase and Sale Agreement for the sale of the Avaya Building (Exhibit 10.3 to Form 10-Q of Wells Real Estate Fund IX, L.P. for the quarter ended September 30, 2010, Commission File No. 0-22039)
  31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32.1   Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

WELLS REAL ESTATE FUND XI L P Reports

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