<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2000 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 0-30287
------------------------------------------------------
Wells Real Estate Fund XII, L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Georgia 58-2438242
- ------------------------------- ------------------
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
6200 The Corners Parkway, Suite 250, Norcross, Georgia 30092
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (770) 449-7800
--------------
________________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No___
---
<PAGE>
Form 10-Q
---------
Wells Real Estate Fund XII, L.P.
--------------------------------
INDEX
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<TABLE>
<CAPTION>
Page No.
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<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Balance Sheets - March 31, 2000
and December 31, 1999................................... 3
Statement of Income for the Three
Months ended March 31, 2000 ............................ 4
Statement of Partners' Capital for the year ended
December 31, 1999 and the Three Months Ended March
31, 2000................................................ 5
Statement of Cash Flows for the Three Months
Ended March 31, 2000.................................... 6
Condensed Notes to Financial Statements................. 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........... 8
PART II. OTHER INFORMATION................................................. 15
</TABLE>
2
<PAGE>
WELLS REAL ESTATE FUND XII, L.P.
(a Georgia Public Limited Partnership)
BALANCE SHEETS
<TABLE>
<CAPTION>
Assets March 31, 2000 December 31, 1999
------ -------------- -----------------
<S> <C> <C>
Investment in joint venture (Note 2) $ 5,434,008 $5,467,634
Cash and cash equivalents 4,682,895 2,584,734
Deferred project costs (Note 3) 209,412 107,051
Deferred offering costs (Note 4) 381,943 331,953
Due from affiliates 120,764 116,258
Prepaids and other assets 400,000 0
----------- ----------
Total assets $11,229,022 $8,607,630
=========== ==========
Liabilities and Partners' Capital
---------------------------------
Liabilities:
Sales commissions payable $ 10,058 $ 5,507
Due to affiliates (Note 5) 406,631 344,578
Partnership distribution payable 142,481 113,084
----------- ----------
Total liabilities 559,170 463,169
----------- ----------
Partners' capital:
Limited partners:
Cash Preferred 979,747 Units outstanding
at March 31, 2000 and 752,426 as of
December 31, 1999 8,602,965 6,602,953
Tax Preferred 249,530 Units outstanding
at March 31, 2000 and 184,393 as of
December 31, 1999 2,066,887 1,541,508
----------- ----------
Total partners' capital 10,669,852 8,144,461
----------- ----------
Total liabilities and partners' capital $11,229,022 $8,607,630
=========== ==========
</TABLE>
See accompanying condensed notes to financial statements.
3
<PAGE>
WELLS REAL ESTATE FUND XII, L.P.
(a Georgia Public Limited Partnership)
STATEMENT OF INCOME
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 2000
--------------
<S> <C>
Revenues:
Equity in income of joint ventures $ 87,137
Interest income 47,076
--------
134,213
--------
Expenses:
Legal and accounting 12,000
Computer costs 3,070
Partnership administration 10,289
--------
25,359
--------
Net income $108,854
========
Net income allocated to Cash Preferred Limited Partners $155,965
Net loss allocated to Tax Preferred Limited Partners $(47,111)
Net income per Cash Preferred weighted average
Limited Partner Unit $ .18
Net loss per Tax Preferred weighted average Limited Partner Unit $ (.21)
Cash distribution per Cash Preferred Limited Partner Unit $ .16
</TABLE>
See accompanying condensed notes to financial statements.
4
<PAGE>
WELLS REAL ESTATE FUND XII, L.P.
(a Georgia Public Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
FOR THE YEAR ENDED DECEMBER 31, 1999 AND
FOR THE THREE MONTHS ENDED MARCH 31, 2000
<TABLE>
<CAPTION>
Limited Partners Total
---------------------------------------------
Cash Preferred Tax Preferred General Partners'
-------------- -------------
Original Units Amounts Units Amounts Partners Capital
-------- ----- ------- ----- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE,
December 31, 1998 $ 100 0 $ 0 0 $ 0 $ 500 $ 600
Net income (loss) 0 0 195,244 0 (71,927) (500) 122,817
Partnership distributions 0 0 (176,018) 0 0 0 (176,018)
Limited partner contributions 0 752,426 7,524,260 184,393 1,843,926 0 9,368,186
Sales commissions and discounts 0 0 (714,805) 0 (175,173) 0 (889,978)
Other offering expenses 0 0 (225,728) 0 (55,318) 0 (281,046)
Return of capital (100) 0 0 0 0 0 (100)
----- ------- ---------- ------- ---------- ----- -----------
BALANCE at December 31, 1999 $ 0 752,426 $6,602,953 184,393 $1,541,508 $ 0 $ 8,144,461
Net income (loss) 0 0 155,965 0 (47,111) 0 108,854
Partnership distributions 0 0 (142,481) 0 0 0 (142,481)
Limited partner contributions 0 220,821 2,208,214 71,637 716,377 0 2,924,591
Sales commissions and discounts 0 0 (209,780) 0 (68,056) 0 (277,836)
Other offering expenses 0 0 (66,246) 0 (21,491) 0 (87,737)
Tax preferred conversions 0 6,500 54,340 (6,500) (54,340) 0 0
----- ------- ---------- ------- ---------- ----- -----------
BALANCE at March 31, 2000 $ 0 979,747 $8,602,965 249,530 $2,066,887 $ 0 $10,669,852
===== ======= ========== ======= ========== ===== ===========
</TABLE>
See accompanying condensed notes to financial statements.
5
<PAGE>
WELLS REAL ESTATE FUND XII, L.P.
(a Georgia Public Limited Partnership)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
Three Months Ended
------------------
March 31, 2000
--------------
<S> <C>
Cash flows from operating activities:
Net income $ 108,854
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in income of joint venture (87,137)
Changes in assets and liabilities:
Increase due to affiliates 12,062
------------
Net cash provided by operating activities 33,779
------------
Cash flow from investing activities:
Investment in joint ventures (400,000)
Deferred project costs (102,361)
Distribution received from joint ventures 116,258
------------
Net cash used in investing activities (386,103)
------------
Cash flow from financing activities:
Limited partners' contributions 2,924,591
Sales commissions (273,285)
Offering costs (87,738)
Distribution to partners (113,083)
------------
Net cash provided by financing activities 2,450,485
------------
Net increase in cash and cash equivalents 2,098,161
Cash and cash equivalents, beginning of year 2,584,734
------------
Cash and cash equivalents, end of period $ 4,682,895
============
Supplemental disclosure of noncash
investing activities:
Deferred project costs applied to joint venture
property $ 0
============
</TABLE>
See accompanying condensed notes to financial statements.
6
<PAGE>
WELLS REAL ESTATE FUND XII, L.P.
(A Georgia Public Limited Partnership)
Condensed Notes to Financial Statements
March 31, 2000
(1) Summary of Significant Accounting Policies
------------------------------------------
(a) General
-----------
Wells Real Estate Fund XII, L.P. (the "Partnership") is a Georgia public
limited partnership having Leo F. Wells, III and Wells Partners, L.P., as
General Partners. The Partnership was formed on September 15, 1998, for
the purpose of acquiring, developing, owning, operating, improving,
leasing, and otherwise managing for investment purposes, income producing
commercial properties.
On March 22, 1999, the Partnership commenced a public offering of up to
$70,000,000 of limited partnership units ($10.00 per unit) pursuant to a
Registration Statement on Form S-11 filed under the Securities Act of 1933.
The Partnership commenced active operations on June 1, 1999, when it
received and accepted subscriptions for 125,000 units. As of March 31,
2000, the Partnership had sold 973,247 Cash Preferred Status Units, and
256,030 Tax Preferred Status Units, held by a total of 807 and 39 Limited
Partners, respectively, for total Limited Partner capital contributions of
$12,292,776. After payment of $430,247 in Acquisition and Advisory Fees
and Acquisition Expenses, the payment of $1,536,597 in selling commissions
and organization and offering expenses and the investment of $5,300,000 in
the Fund XI-XII-REIT Joint Venture, as of March 31, 2000, the Partnership
was holding net offering proceeds of $5,025,932 available for investment in
properties.
The Partnership owns its interest in properties through equity ownership in
one joint venture; Fund XI-XII-REIT Associates, (the "Fund XI-XII-REIT
Joint Venture"), a joint venture among the Partnership, Wells Real Estate
Fund XI, L.P. and Wells Operating Partnership, L.P. ("Wells OP"), a
Delaware limited partnership having Wells Real Estate Investment Trust,
Inc. (the "Wells REIT"), as its General Partner.
As of March 31, 2000, the Partnership owned interests in the following
properties through its ownership of the foregoing venture: (i) a two-story
manufacturing and office building located in Fountain Inn, South Carolina
(the "EBYL Cartex Building; (ii) a three-story office building located in
Leawood, Johnson County, Kansas (the "Sprint Building"); (iii) a one-story
office building and warehouse located in Tredyffin Township, Chester
County, Pennsylvania (the "Johnson Matthey Building"); and (iv) a two story
office building located in Ft. Myers, Lee County, Florida, (the Gartner
Building).
7
<PAGE>
(b) Basis of Presentation
-------------------------
The financial statements of Wells Real Estate Fund XII, L.P. (the
"Partnership") have been prepared in accordance with instructions to Form
10-Q and do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
These quarterly statements have not been examined by independent
accountants, but in the opinion of the General Partners, the statements for
the unaudited interim periods presented include all adjustments, which are
of a normal and recurring nature, necessary to present a fair presentation
of the results for such periods.
For further information, refer to the financial statements and footnotes
included in the Partnership's Form 10-K for the year ended December 31,
1999.
(2) Investment in Joint Venture
---------------------------
The Partnership owns interests in four office buildings through its
ownership in a joint venture. The Partnership does not have control over
the operations of the joint venture; however, it does exercise significant
influence. Accordingly, investments in joint ventures is recorded on the
equity method.
For further information on investments in joint ventures, refer to the
Partnership's Form 10-K for the year ended December 31, 1999, and the
footnotes to the financial statements contained therein.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
- -------------------------------------------------------------------------
RESULTS OF OPERATION.
- ---------------------
The following discussion and analysis should be read in conjunction with the
accompanying financial statements of the Partnership and notes thereto. This
Report contains forward-looking statements, within the meaning of Section 27A of
the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934,
including discussion and analysis of the financial condition of the Partnership,
anticipated capital expenditures required to complete certain projects, amounts
of cash distributions anticipated to be distributed to Limited Partners in the
future and certain other matters. Readers of this Report should be aware that
there are various factors that could cause actual results to differ materially
from any forward-looking statement made in this Report, which include
construction costs which may exceed estimates, construction delays, lease-up
risks, inability to obtain new tenants upon expiration of existing leases, and
the potential need to fund tenant improvements or other capital expenditures out
of operating cash flow.
The Partnership commenced active operations on June 1, 1999, when it received
and accepted subscriptions for 125,000 units. As of March 31, 2000, the
Partnership had sold 973,247 Cash Preferred Status Units and 256,030 Tax
Preferred Status Units, held by a total of 807 and 39 Limited Partners
respectively, for total Limited Partner capital contributions of $12,292,776.
8
<PAGE>
After payment of $430,247 in Acquisition and Advisory Fees and Acquisition
Expenses, the payment of $1,536,597 in selling commissions and organization and
offering expenses, and the investment of $5,300,000 in the Fund XI-XII-REIT
Joint Venture, as of March 31, 2000, the Partnership was holding net offering
proceeds of $5,025,932 available for investment in properties.
Results of Operations
- ---------------------
As of March 31, 2000, the properties owned by the Partnership were 100%
occupied. Gross revenues of the Partnership of $134,213 for the three months
ended March 31, 2000 were attributable primarily to interest income earned on
funds held by the Partnership prior to the investment in properties and equity
in income of joint venture. Expenses of the Partnership were $25,359 for the
three months period ended March 31, 2000 and consisted primarily of legal and
accounting and administrative expenses. Since the Partnership did not commence
operations until it received and accepted subscriptions for a minimum of 125,000
units on June 1, 1999, there is no comparative financial data available from the
prior fiscal year.
Net income per weighted average unit for Cash Preferred Limited Partners was
$0.18 for the three months ended March 31, 2000. Net loss per weighted average
unit for Tax Preferred Partners was $0.21 for the three months ended March 31,
2000.
The Partnership's distributions from Net Cash from Operations accrued to Cash
Preferred Limited Partners for the first quarter of 2000 was $0.16 per weighted
average unit. The Partnership currently anticipates that distributions will
continue to be paid on a quarterly basis on a level at least consistent with the
first quarter distributions.
Net increase in cash and cash equivalents is the result of raising $2,924,591 in
Limited Partners' capital contributions before deducting commissions and
offering costs for the first quarter of 2000. The Partnership expects to
continue to meets its short-term liquidity requirements generally through net
cash provided by operations which the Partnership believes will continue to be
adequate to meet both operating requirements and distributions to limited
partners. At this time, given the nature of the joint venture and property in
which the Partnership has invested, there are no known improvements or
renovations to the properties expected to be funded from cash flow from
operations.
The Partnership expects to make future real estate investments, directly or
through investments in Joint Ventures from Limited Partners capital
contributions. As of March 31, 2000, the Partnership was holding $5,025,932 of
net offering proceeds from Limited Partner capital contributions for investments
in additional properties. Since properties are acquired on an all-cash basis,
the Partnership has no permanent long-term liquidity requirements.
9
<PAGE>
Property Operations
- -------------------
As of March 31, 2000, the Partnership owned interests in the following
operational properties:
EYBL CarTex Building/Fund XI-XII-REIT Joint Venture
- ---------------------------------------------------
Three Months Ended
March 31, 2000
--------------
Revenues:
Rental income $140,089
--------
Expenses:
Depreciation 49,901
Management & leasing expenses 5,721
Operating costs, net of reimbursements 9,840
--------
65,462
--------
Net income $ 74,627
========
Occupied % 100%
Partnership ownership % 17.1%
Cash distributed to the Partnership $ 17,139
Net income allocated to the Partnership $ 12,754
On May 18, 1999, Wells Real Estate, LLC-SC I, a Georgia limited liability
company wholly owned by the Wells Fund XI-REIT Joint Venture (which later
admitted Wells Fund XII and changed its name to the Fund XI-XII-REIT Joint
Venture), acquired a manufacturing and office building containing 169,510 square
feet located in Fountain Inn, unincorporated Greenville County, South Carolina,
for the purchase price of $5,085,000, excluding acquisition costs.
The building is 100% occupied by EBYL CarTex, Inc. with a lease expiration of
February 2008. The monthly base rent payable under the lease is $42,377.50 with
an increase to $45,905.95 in the fifth year, $49,440.42 in the seventh year, and
$50,853.00 in the ninth year. The lease is a triple net lease whereby the terms
of the lease require the tenant to reimburse the landlord for certain operating
expenses, as defined in the lease, related to the building.
Since the EBYL CarTex Building was purchased in May of 1999, comparable income
and expense figures for the prior year are not available.
10
<PAGE>
The Sprint Building / Fund X-XII-REIT Joint Venture
- ---------------------------------------------------
Three Months Ended
March 31, 2000
--------------
Revenues:
Rental income $265,997
--------
Expenses:
Depreciation 81,779
Management & leasing expenses 11,239
Operating costs, net of reimbursements 6,324
--------
99,342
--------
Net income $166,655
========
Occupied % 100%
Partnership ownership % 17.1%
Cash distributed to the Partnership $ 39,680
Net income allocated to the Partnership $ 28,480
On July 2, 1999, the Fund XI-XII-REIT Joint Venture acquired a three story
office building with approximately 68,900 rentable square feet located in
Leawood, Johnson County, (the "Sprint Building") for the purchase price of
$9,546,210.
The entire Sprint Building is currently under a net lease with Sprint
Communications, Inc., and expires on May 18, 2007. Sprint has the option under
its lease to extend the initial term for two consecutive five year periods. The
annual base rent payable during the first five years of the initial term is
$999,050 in equal monthly installments of $83,254. The annual lease rent during
the last five years of the lease is $1,102,400 in equal monthly installments of
$91,867. Under the lease, Sprint is responsible for all routine maintenance and
repairs. The Fund XI-XII-REIT Joint Venture, as landlord, is responsible for
repair and replacement of the exterior, roof, foundation and structure.
Since the Sprint Building was purchased in July 1999, comparative income and
expense figures are not available for the prior year.
11
<PAGE>
Johnson Matthey Building / Fund XI-XII-REIT Joint Venture
- ---------------------------------------------------------
Three Months Ended
March 31, 2000
--------------
Revenues:
Rental income $214,474
--------
Expenses:
Depreciation 63,869
Management & leasing expenses 8,885
Operating costs, net of reimbursements 4,877
--------
77,631
--------
Net income $136,843
========
Occupied % 100%
Partnership ownership % 17.1%
Cash distributed to the Partnership $ 31,388
Net income allocated to the Partnership $ 23,385
On August 17, 1999, the Fund XI-XII-REIT Joint Venture acquired a research and
development office and warehouse building containing approximately 130,000
rentable square feet on a 10 acre tract of land located in Tredyffim Township,
Chester County, Pennsylvania, for a purchase price of $8,000,000, excluding
acquisition costs. The entire Johnson Matthey Building is currently under a net
lease with Johnson Matthey, and was assigned to the Fund XI-XII-REIT Joint
Venture at closing. The lease currently expires in June 2007, and Johnson
Matthey has the right to extend the lease for two additional three year periods
of time. The monthly lease rent payable under the Johnson Matthey lease for the
remainder of the lease term is $65,812.50 through June 30, 2000; $67,437.54
through June 30, 2001; $69,062.50 through June 30, 2002; $71,229.17 through June
30, 2003; $72,854.17 through June 30, 2004; $74,750.00 through 2005; $76,375.00
through June 30, 2006; and $78,270.84 through June 30, 2007. Under the Lease,
Johnson Matthey is required to pay as additional rent all real estate taxes,
special assessments, utilities, taxes, insurance and other operating costs with
respect to the Johnson Matthey Building during the term of the Lease. In
addition, Johnson Matthey is responsible for all routine maintenance and repairs
to the Johnson Matthey Building. The Fund XI-XII-REIT Joint Venture, as
landlord, is responsible for maintenance of the footings and foundations and the
structural steel columns and girders associated with the building.
Since the Johnson Matthey Building was purchased in August 1999, comparative
income and expense figures are not available for the prior year.
12
<PAGE>
The Gartner Building / Fund XI-XII-REIT Joint Venture
- -----------------------------------------------------
Three Months Ended
March 31, 2000
--------------
Revenues:
Rental income $204,241
--------
Expenses:
Depreciation 77,623
Management & leasing expense 10,162
Other operating expenses, net of reimbursements (15,311)
--------
72,474
--------
Net income $131,767
========
Occupied % 100%
Partnership ownership % 17.1%
Cash distributed to the Partnership $ 32,554
Net income allocated to the Partnership $ 22,518
On September 20, 1999, the Fund XI-XII-REIT Joint Venture acquired a two story
office building containing approximately 62,400 rentable square feet located on
a 4.9 acre tract of land located in Fort Meyers, Florida for a purchase price of
$8,320,000 excluding acquisition costs.
The entire 62,400 rentable square feet of the Gartner Building is currently
under a net lease agreement with Gartner and was assigned to the Fund XI-XII-
REIT Joint Venture at the closing. The lease currently expires on January 31,
2008. Gartner has the right to extend its lease for two additional five year
periods of time.
The monthly lease rent payable under the Gartner lease for the remainder of the
lease term is $53,566.50 through January 31, 2000; $65,866.83 through January
31, 2001; $67,534.00 through January 31, 2002; $69,222.35 through January 31,
2003; $70,952.89 through January 31, 2005; $74,544.92 through January 31, 2006;
$76,408.54 through January 31, 2007; and $78,318.71 through January 31, 2008.
Under the Lease, Gartner is required to pay as additional rent all real estate
taxes, special assessments, utilities, taxes, insurance and other operating
costs with respect to the Gartner Building during the term of the Lease. In
addition, Gartner is responsible for all routine maintenance and repairs to the
Gartner Building. The XI-XII-REIT Joint Venture, as landlord, is responsible
for repair and replacement of the roof, structure and paved parking areas.
13
<PAGE>
Other operating expenses are negative due to an offset of tenant reimbursements
in operating costs both for the first quarter of 2000 as well as the fourth
quarter of 1999. Since the building was purchased in September of 1999 the
Partnership could not estimate the amount to be billed for 1999 until the first
quarter of 2000.
Since the Gartner Building was purchased in September, 1999, comparative income
and expense figures are not available for the prior year.
14
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 6 (b). No reports on Form 8-K were filed during the first quarter of 2000.
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 XII, L.P.
(Registrant)
Dated: May 11, 2000 By: /s/ Leo F. Wells, III
---------------------
Leo F. Wells, III, as Individual
General Partner and as President
and Chief Financial
Officer of Wells Capital, Inc., the
General Partner of Wells Partners, L.P.
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 4,682,895
<SECURITIES> 5,434,008
<RECEIVABLES> 120,764
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 400,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11,229,022
<CURRENT-LIABILITIES> 559,170
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 10,669,852
<TOTAL-LIABILITY-AND-EQUITY> 11,229,022
<SALES> 0
<TOTAL-REVENUES> 134,213
<CGS> 0
<TOTAL-COSTS> 25,359
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 108,854
<INCOME-TAX> 108,854
<INCOME-CONTINUING> 108,854
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 108,854
<EPS-BASIC> .18
<EPS-DILUTED> 0
</TABLE>
