10-Q 1 d10q.htm FORM 10-Q Form 10-Q
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

For the quarterly period ended June 30, 2006 or

 

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

For the transition period from                          to                         

Commission file number 0-22039

 

WELLS REAL ESTATE FUND IX, L.P.

(Exact name of registrant as specified in its charter)

 

 

Georgia   58-2126622
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification Number)

6200 The Corners Pkwy.,

Norcross, Georgia

  

30092-3365

(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code   (770) 449-7800

N/A

(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  ¨

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

Large accelerated filer  ¨          Accelerated filer   ¨         Non-accelerated filer  x

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

 

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Wells Real Estate Fund IX, L.P. (the “Partnership”) 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-Q, 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 distributions to partners, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2005 for a discussion of 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 IX, L.P.

 

TABLE OF CONTENTS

 

               Page No.
PART I.    FINANCIAL INFORMATION   
   Item 1.    Financial Statements   
      Balance Sheets—June 30, 2006 (unaudited) and December 31, 2005    5
      Statements of Operations for the Three Months and Six Months Ended June 30, 2006 (unaudited) and 2005 (unaudited)    6
      Statements of Partners’ Capital for the Year Ended December 31, 2005 and the Six Months Ended June 30, 2006 (unaudited)    7
      Statements of Cash Flows for the Six Months Ended June 30, 2006 (unaudited) and 2005 (unaudited)    8
      Condensed Notes to Financial Statements (unaudited)    9
   Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations    14
   Item 3.    Quantitative and Qualitative Disclosures about Market Risk    21
   Item 4.    Controls and Procedures    21
PART II.    OTHER INFORMATION   
   Item 1.    Legal Proceedings    21
   Item 1A.    Risk Factors    21
   Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds    22
   Item 3.    Defaults Upon Senior Securities    22
   Item 4.    Submission of Matters to a Vote of Security Holders    22
   Item 5.    Other Information    22
   Item 6.    Exhibits    22

 

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PART I.    FINANCIAL STATEMENTS

The information furnished in the Partnership’s accompanying balance sheets and consolidated statements of operations, partners’ capital, and cash flows reflects all adjustments that are, in management’s opinion, necessary for a fair and consistent presentation of the aforementioned financial statements.

The accompanying financial statements should be read in conjunction with the notes to the Partnership’s financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included both in this report on Form 10-Q and in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2005. The Partnership’s results of operations for the three months and six months ended June 30, 2006 are not necessarily indicative of the operating results expected for the full year.

 

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WELLS REAL ESTATE FUND IX, L.P.

 

BALANCE SHEETS

ASSETS

 

    

(Unaudited)

June 30,

2006

   

December 31,

2005

Investment in joint ventures

    $ 16,827,332    $ 16,900,076

Cash and cash equivalents

      1,299,919      1,422,651

Due from joint ventures

      482,786      247,721

Other assets

      4,400      0
             

Total assets

    $ 18,614,437    $ 18,570,448
             
LIABILITIES AND PARTNERS’ CAPITAL

LIABILITIES:

      

Accounts payable and accrued expenses

    $ 17,642    $ 55,427

Due to affiliates

      6,502      9,914

Partnership distributions payable

      297,601      280,915
             

Total liabilities

      321,745      346,256

PARTNERS’ CAPITAL:

      

Limited partners:

      

Class A – 3,259,190 units issued and outstanding

      18,292,007      18,224,192

Class B – 240,810 units issued and outstanding

      0      0

General partners

      685      0
             

Total partners’ capital

      18,292,692      18,224,192
             

Total liabilities and partners’ capital

    $ 18,614,437    $ 18,570,448
             

See accompanying notes.

 

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WELLS REAL ESTATE FUND IX, L.P.

 

STATEMENTS OF OPERATIONS

 

    

(Unaudited)

Three Months Ended
June 30,

   

(Unaudited)

Six Months Ended

June 30,

     2006    2005    2006    2005

EQUITY IN INCOME OF JOINT VENTURES

    $ 362,202    $ 211,468    $ 743,434    $ 2,596,476

EXPENSES:

            

Partnership administration

      35,880      53,781      82,610      90,198

Legal and accounting fees

      12,400      10,800      31,790      24,792
                           

Total expenses

      48,280      64,581      114,400      114,990

INTEREST AND OTHER INCOME

      15,424      37,803      34,669      52,316
                           

NET INCOME

    $ 329,346    $ 184,690    $ 663,703    $ 2,533,802
                           

NET INCOME ALLOCATED TO:

            

CLASS A LIMITED PARTNERS

    $ 329,029    $ 66,817    $ 663,018    $ 1,244,026
                           

CLASS B LIMITED PARTNERS

    $ 0    $ 117,873    $ 0    $ 1,289,776
                           

GENERAL PARTNERS

    $ 317    $ 0    $ 685    $ 0
                           

NET INCOME PER WEIGHTED-AVERAGE LIMITED PARTNER UNIT:

            

CLASS A

    $ 0.10    $ 0.02    $ 0.20    $ 0.38
                           

CLASS B

    $ 0.00    $ 0.49    $ 0.00    $ 5.26
                           

WEIGHTED-AVERAGE LIMITED PARTNER UNITS OUTSTANDING:

            

CLASS A

      3,259,190      3,258,908      3,259,190      3,254,780
                           

CLASS B

      240,810      241,092      240,810      245,220
                           

See accompanying notes.

 

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WELLS REAL ESTATE FUND IX, L.P.

 

STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2005

AND THE SIX MONTHS ENDED JUNE 30, 2006 (UNAUDITED)

 

    Limited Partners    

General

Partners

  

Total

Partners’

Capital

  
  Class A     Class B      
  Units     Amount     Units     Amount      

BALANCE, DECEMBER 31, 2004

   3,241,093     $ 24,078,635     258,907     $ 345,447     $    0   $ 24,424,082  

Class A conversion elections

   (2,763 )     (19,841 )   2,763       19,841     0     0  

Class B conversion elections

   20,860       63,080     (20,860 )     (63,080 )   0     0  

Net income

   0       1,247,584     0       1,659,344     0     2,906,928  

Distributions of operating cash flow ($0.31 per weighted-average Class A Unit)

   0       (1,006,821 )   0       0     0     (1,006,821 )

Distributions of net sale proceeds ($1.88 and $8.07 per weighted-average Class A Unit and Class B Unit, respectively)

   0       (6,138,445 )   0       (1,961,552 )   0     (8,099,997 )
                                       

BALANCE, DECEMBER 31, 2005

   3,259,190       18,224,192     240,810       0     0     18,224,192  

Net income

   0       663,018     0       0     685     663,703  

Distributions of operating cash flow ($0.18 per weighted-average Class A Unit)

   0       (595,203 )   0       0     0     (595,203 )
                                       

BALANCE, JUNE 30, 2006

   3,259,190     $ 18,292,007     240,810     $ 0     $685   $ 18,292,692  
                                       

See accompanying notes.

 

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WELLS REAL ESTATE FUND IX, L.P.

 

STATEMENTS OF CASH FLOWS

 

    

(Unaudited)

Six Months Ended

June 30,

  
     2006     2005  

CASH FLOWS FROM OPERATING ACTIVITIES:

     

Net income

    $ 663,703     $ 2,533,802  

Operating distributions received from joint ventures

      581,113       617,317  

Adjustments to reconcile net income to net cash provided by operating activities

     

Equity in income of joint ventures

      (743,434 )     (2,596,476 )

Changes in assets and liabilities:

     

Increase in other assets

      (4,400 )     0  

(Decrease) increase in accounts payable and accrued expenses

      (37,785 )     14,705  

(Decrease) increase in due to affiliates

      (3,412 )     2,275  
                

Net cash provided by operating activities

      455,785       571,623  

CASH FLOWS FROM INVESTING ACTIVITIES:

     

Net sale proceeds received from joint ventures

      0       4,543,704  

Investment in joint ventures

      0       (142,747 )
                

Net cash provided by investing activities

      0       4,400,957  

CASH FLOWS FROM FINANCING ACTIVITIES:

     

Net sales proceed distributions paid to limited partners

      0       (2,849,998 )

Operating distributions paid to limited partners

      (578,517 )     (406,331 )
                

Net cash used in financing activities

      (578,517 )     (3,256,329 )
                

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

      (122,732 )     1,716,251  

CASH AND CASH EQUIVALENTS, beginning of period

      1,422,651       4,714,150  
                

CASH AND CASH EQUIVALENTS, end of period

    $ 1,299,919     $ 6,430,401  
                

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

     

Partnership distributions payable

    $ 297,601     $ 319,575  
                

See accompanying notes.

 

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WELLS REAL ESTATE FUND IX, L.P.

 

CONDENSED NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2006 (unaudited)

 

1.

ORGANIZATION AND BUSINESS

Wells Real Estate Fund IX, L.P. (the “Partnership”) is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. (“Wells Partners”), a Georgia nonpublic limited partnership, serving as 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 August 15, 1994 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing, and managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elect to have their units treated as Class A Units or Class B Units. Limited partners shall have the right to change their prior elections to have some or all of their units treated as Class A or Class B Units one time during each quarterly accounting period. Limited partners may vote to, among other things: (a) amend the partnership agreement, subject to certain limitations; (b) change the business purpose or investment objectives of the Partnership; and (c) add or remove a general partner. A majority vote on any of the above-described matters will bind the Partnership without the concurrence of the General Partners. Each limited partnership unit has equal voting rights regardless of class.

On January 5, 1996, the Partnership commenced a public offering of its limited partnership units pursuant to a Registration Statement filed on Form S-11 under the Securities Act of 1933. The Partnership commenced active operations upon receiving and accepting subscriptions for 125,000 units on February 12, 1996. The offering was terminated on December 30, 1996, at which time the Partnership had sold approximately 2,935,931 Class A Units and 564,069 Class B Units representing capital contributions of $35,000,000.

The Partnership owns interests in all of its real estate assets through joint ventures with other entities affiliated with the General Partners. During the periods presented, the Partnership owned interests in the following joint ventures (the “Joint Ventures”) and properties:

 

Joint Venture

 

  

Joint Venture Partners

 

  

Properties

 

Fund VIII and Fund IX Associates

(“Fund VIII-IX Associates”)

  

•  Wells Real Estate Fund VIII, L.P.

•  Wells Real Estate Fund IX, L.P.

  

1. US Cellular Building

    A four-story office building located

    in Madison, Wisconsin

 

2. AT&T – Texas Building

    A one-story office building located

    in Farmers Branch, Texas

 

3. 305 Interlocken Parkway

    A two-story office building located

    in Broomfield, Colorado

Fund VIII-IX-REIT Joint Venture

(“Fund VIII-IX-REIT Associates”)

  

•  Fund VIII–IX Associates

•  Wells Operating Partnership, L.P.(1)

  

    No properties owned during the periods presented.

 

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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.

•  Wells Operating Partnership, L.P.(1)

  

4. Alstom Power – Knoxville Building(2)

    A three-story office building

    located in Knoxville, Tennessee

 

5. 360 Interlocken Building

    A three-story office building

    located in Broomfield, Colorado

 

6. Avaya Building

    A one-story office building located

    in Oklahoma City, Oklahoma

 

7. Iomega Building

    A single-story warehouse and

    office building located in Ogden,

    Utah

 

8. 1315 West Century Drive

    A two-story office building located

    in Louisville, Colorado

 

  (1)

Wells Operating Partnership, L.P. (“Wells OP”) is a Delaware limited partnership with Wells Real Estate Investment Trust, Inc. (“Wells REIT”) serving as its general partner; Wells REIT is a Maryland corporation that qualifies as a real estate investment trust.

 

  (2)

This property was sold in March 2005.

Wells Real Estate Fund VIII, L.P., Wells Real Estate Fund X, L.P, and Wells Real Estate Fund XI, L.P. are affiliated with the Partnership through common general partners. Each of the properties described above was acquired on an all-cash basis. For further information regarding the Joint Ventures and foregoing properties, refer to the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2005.

On March 15, 2005, Fund IX-X-XI-REIT Associates 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 Partnership received net sale proceeds of approximately $4,546,000 and was allocated a gain of approximately $1,964,000.

 

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Partnership have been prepared in accordance with rules and regulations of the Securities and Exchange Commission, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results. For further information, refer to the financial statements and footnotes included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2005.

Investment in Joint Ventures

The Partnership has evaluated the Joint Ventures and concluded that none are variable interest entities under the provisions of Financial Accounting Standards Board Interpretation No. (“FIN”) 46(R), Consolidation of Variable Interest Entities, which supersedes FIN 46 and is an interpretation of Accounting Research Bulletin (“ARB”)

 

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No. 51, Consolidated Financial Statements. 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, upon applying the provisions of Statement of Financial Accounting Standard (“SFAS”) No. 94, Consolidation of All Majority-Owned Subsidiaries, ARB No. 51, and Statement of Position No. 78-9, Accounting for Investments In Real Estate Ventures, 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.

Other Assets

As of June 30, 2006, other assets is comprised of interest income receivable.

Distributions of Net Cash from Operations

Net cash from operations, if available, is generally distributed to limited partners quarterly. In accordance with the partnership agreement, such distributions are paid first to the limited partners holding Class A Units until they have received a 10% per annum return on their respective net capital contributions, as defined. Then, such distributions are paid to the General Partners until they have received 10% of the total amount distributed to date. Any remaining cash available for distribution is to be allocated between the limited partners holding Class A Units and the General Partners on a basis of 90% and 10%, respectively. No distributions of net cash from operations will be made to the limited partners holding Class B Units.

Distribution of 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 such limited partners have received an amount necessary to equal the net cash available for distribution received by 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 contribution, as defined;

 

  •  

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 contribution, 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 all General Partners until they have received 100% of their capital contributions; in the event that limited partners have received aggregate cash distributions from the Partnership over the life of their investment in excess of a return of their net capital contributions plus their preferential limited partner return, then the General Partners shall receive an additional sum equal to 25% of such excess; and

 

  •  

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

 

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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 and amortization and cost recovery and the gain on the sale of asset. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the partners 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.

Gain 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: (i) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (ii) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero; and (iii) 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.

Reclassifications

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

 

3.

INVESTMENT IN JOINT VENTURES

Summary of Financial Information

Condensed financial information for the joint ventures in which the Partnership held direct interests for the three months and six months ended June 30, 2006 and 2005, respectively, is presented below:

 

    Total Revenues  

Income From

Continuing Operations

   Loss From
Discontinued Operations		     Net Income
    Three Months Ended   Three Months Ended   Three Months Ended     Three Months Ended
    June 30,   June 30,   June 30,     June 30,
    2006   2005   2006   2005   2006   2005     2006   2005

Fund VIII-IX Associates

   $1,141,871   $   672,742   $708,250   $124,318   $0   $          0     $708,250   $124,318

Fund IX-X-XI-REIT Associates

   588,566   866,967   107,734   446,434   0   (48,612 )   107,734   397,822
                                 
  $1,730,437   $1,539,709   $815,984   $570,752   $0   $(48,612 )   $815,984   $522,140
                                 
    Total Revenues  

Income From

Continuing Operations

   Income From
Discontinued Operations		     Net Income
    Six Months Ended   Six Months Ended   Six Months Ended     Six Months Ended
    June 30,   June 30,   June 30,     June 30,
    2006   2005   2006   2005   2006   2005     2006   2005

Fund VIII-IX Associates

   $2,310,249   $1,411,225   $1,441,864   $   505,443   $0   $              0     $1,441,864   $   505,443

Fund IX-X-XI-REIT Associates

   1,174,633   1,777,569   234,851   897,016   0   5,170,016     234,851   6,067,032
                                 
  $3,484,882   $3,188,794   $1,676,715   $1,402,459   $0   $5,170,016     $1,676,715   $6,572,475
                                 

 

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Condensed financial information for the joint venture in which the Partnership held an interest through its interest in Fund VIII-IX Associates for the three months and six months ended June 30, 2006 and 2005, respectively, is presented below:

 

     Total Revenues    Income (Loss) From
Continuing Operations		     Loss From
Discontinued Operations		     Net Loss  
     Three Months Ended    Three Months Ended     Three Months Ended     Three Months Ended  
     June 30,    June 30,     June 30,     June 30,  
         2006            2005            2006             2005             2006            2005         2006     2005  

Fund VIII-IX-REIT Associates

    $400    $0    $(3,573 )   $(4,201 )   $937    $(198,856 )   $(2,636 )   $(203,057 )
                                             
     Total Revenues   

Loss From

Continuing Operations

    

Loss From

Discontinued Operations

     Net Loss  
     Six Months Ended    Six Months Ended     Six Months Ended     Six Months Ended  
     June 30,    June 30,     June 30,     June 30,  
     2006    2005    2006     2005     2006    2005     2006     2005  

Fund VIII-IX-REIT Associates

    $1,237    $0    $(7,972 )   $(19,933 )   $937    $(160,198 )   $(7,035 )   $(180,131 )
                                             

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

 

    

Six Months Ended

June 30, 2006

   

Six Months Ended

June 30, 2005

  
     Operating
Income		    Gain
on Sale		    Total    Operating
Income		    Gain (loss)
on Sale		     Total  

Fund VIII-IX Associates

    $    0    $0    $    0    $           0    $              0     $              0  

Fund VIII-IX-REIT Associates

    937    0    937    33,451    (193,649 )(1)   (160,198 )

Fund IX-X-XI-REIT Associates

    0    0    0    142,754    5,027,262     5,170,016  
                                
   $937    $0    $937    $176,205    $4,833,613     $5,009,818  
                                

 

  (1)

Represents an adjustment to the gain recognized on the December 2004 sale of 15253 Bake Parkway, resulting from a change in estimate of the amount of capital expenditures required to be funded by Fund VIII-IX-REIT Associates pursuant to the purchase and sale agreement.

Due from Joint Ventures

As presented in the accompanying balance sheets, due from joint ventures as of June 30, 2006 and December 31, 2005 represents operating cash flow generated by the Joint Ventures for the three months ended June 30, 2006 and December 31, 2005, respectively, which is attributable to the Partnership.

 

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. Accordingly, Wells Management receives compensation for the management and leasing of the Partnership’s properties owned through the Joint Ventures, equal to (a) of the gross revenues collected monthly, 3% for management services and 3% for leasing services, plus a separate 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 or (b) in the case of commercial properties leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term. Management and leasing fees are paid by the Joint Ventures and, accordingly, included in equity in income 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 is $25,206 and $20,763 for the three months ended June 30, 2006 and 2005, respectively, and $53,491 and $57,859 for the six months ended June 30, 2006 and 2005, respectively.

 

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Administration Reimbursements

Wells Capital, the corporate general partner of Wells Partners, one of our general partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on estimates of the amount of time dedicated to each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. The Partnership reimbursed Wells Capital and Wells Management for administrative expenses of $20,444 and $28,175 for the three months ended June 30, 2006 and 2005, respectively, and $42,239 and $55,317 for the six months ended June 30, 2006 and 2005, respectively. In addition, Wells Capital pays for certain operating expenses of the Partnership (“bill-backs”) directly and invoices the Partnership for the reimbursement thereof on a monthly basis. As of June 30, 2006 and December 31, 2005, due to affiliates balances represent administrative reimbursements and bill-backs due to Wells Capital and/or Wells Management.

Economic Dependency

We have engaged Wells Capital and Wells Management to provide certain essential services, including supervision of the management and leasing of our properties, asset acquisition and disposition services, as well as other administrative responsibilities for us 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 all owned and controlled by Wells Real Estate Funds, Inc. (“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 was 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 of June 30, 2006, the General Partners believe that WREF generates adequate cash flow from operations and has adequate liquidity available in the form of cash on hand and current receivables necessary to meet its current and future obligations as they become due.

 

5.

COMMITMENTS AND CONTINGENCIES

The Partnership and its General Partners are from time to time a party to legal proceedings, which arise in the ordinary course of its business. The Partnership is not currently involved in any legal proceedings of which the outcome is reasonable likely to have a material adverse effect on results of operations or financial condition. The Partnership is not aware of any legal proceedings contemplated by governmental authorities.

 

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 and notes thereto. See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I, as well as the notes to our financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations provided in our Annual Report on Form 10-K for the year ended December 31, 2005.

Overview

Management believes that the Partnership typically operates through the following five key life cycle phases. 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;

 

  •  

Investing phase

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

 

  •  

Holding phase

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

 

  •  

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

 

  •  

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.

Portfolio Overview

We are in the holding phase of our life cycle. We own interests in seven assets, after the sales of 15253 Bake Parkway and the Alstom Power – Knoxville Building. Our focus at this time involves increasing the occupancy level within the portfolio and concentrating on re-leasing and marketing efforts that we believe will deliver the best operating performance for our limited partners.

With the completion of the Flextronics International USA, Inc. (“Flextronics”) lease at 305 Interlocken Parkway, six of the properties are now 100% leased. However, we are facing some near-term leasing issues that may negatively affect our future operating performance since 1315 West Century Drive is currently vacant. We are aggressively working with prospective tenants in this market to minimize the negative financial impact, as evidenced by the execution of the aforementioned lease.

The second quarter 2006 operating distributions to limited partners remained consistent with the level paid in the previous quarter. We anticipate that operating distributions will remain low or be reserved in the near-term as we fund our pro-rata share of the anticipated capital improvements for the AT&T – Texas Building and 1315 West Century Drive and anticipated re-leasing costs for the US Cellular Building and 1315 West Century Drive. Once the details surrounding the extent of the capital requirements become known, the General Partners will evaluate if distributions of the remaining net sale proceeds from the Alstom Power – Knoxville Building sale would be appropriate.

Property Summary

As we continue to operate in the holding 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 the limited partners by negotiating long-term leases at market rental rates while attempting to minimize down time, re-leasing expenditures, ongoing property level costs, and portfolio costs. As we move into the positioning-for-sale and disposition-and-liquidation phases, our attention will shift to locating suitable buyers and negotiating purchase-sale contracts that will attempt to maximize the total return to the limited partners and to minimize contingencies and our post-closing involvement with the buyer.

Information relating to the properties owned, or previously owned, by the Joint Ventures is provided below:

 

  •  

The 15253 Bake Parkway building sold on December 2, 2004.

 

  •  

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

 

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  •  

The US Cellular Building, located in Madison, Wisconsin, is 100% leased through May 2007.

 

  •  

The AT&T – Texas Building, located in Farmer’s Branch, Texas, is 100% leased through July 2011.

 

  •  

The 305 Interlocken Parkway property is located in the Broomfield submarket of Denver, Colorado. During the fourth quarter of 2005, we signed a lease with Flextronics for the entire building through August 2011.

 

  •  

The 360 Interlocken Building is located in the Broomfield submarket of Denver, Colorado. The majority of this building is leased to GAIAM, Inc. through May 2008. During the second quarter of 2006, we signed a new lease increasing the building occupancy to 100%.

 

  •  

The Avaya Building, located in Oklahoma City, Oklahoma, is 100% leased through January 2008.

 

  •  

The Iomega Building, located in Ogden, Utah, outside Salt Lake City, is 100% leased through April 2009.

 

  •  

The 1315 West Century Drive property is located in Louisville, Colorado, adjacent to the Broomfield submarket. The lease for this property expired in April 2005, and this property is currently vacant. We are aggressively pursuing leasing opportunities for this property.

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. 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 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 six months ended June 30, 2006, we generated net operating cash flows, including operating distributions received from the Joint Ventures, of approximately $456,000, as compared to approximately $572,000 for the six months ended June 30, 2005. The 2006 decline in net operating cash flows is primarily attributable to (i) payment of additional accrued Tennessee partnership franchise and excise taxes in the first quarter of 2006 as a result of the gain recognized on the sale of the Alstom Power – Knoxville Building in 2005, and (ii) a decline in operating distributions received from joint ventures further described below. Operating distributions from the Joint Ventures are generally representative of rental revenues and tenant reimbursements, less property operating expenses, management fees, general administrative expenses, and capital expenditures.

Operating distributions from the Joint Ventures have declined primarily as a result of (i) a decrease in cash flows due to the sale of the Alstom Power – Knoxville Building in March 2005, (ii) funding leasing costs and capital expenditures at the 360 Interlocken Building, and (iii) a decrease in cash flows due to the expiration of the lease of the sole tenant at 1315 West Century Drive in April 2005.

Future operating distributions from the Joint Ventures are expected to decline in order to fund our pro-rata share of anticipated capital improvements for the AT&T – Texas Building and 1315 West Century Drive and anticipated re-leasing costs for the US Cellular Building and 1315 West Century Drive. Future operating distributions 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 for tenant re-leasing costs and other capital improvements for properties owned by the Joint Ventures.

 

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We believe that the cash on hand and operating distributions due from the Joint Ventures are sufficient to cover our working capital needs, including liabilities of approximately $322,000 as of June 30, 2006. Our General Partners anticipate using operating cash flow and net sale proceeds to fund our proportionate share of capital expenditures noted above over the next twelve months.

Long-Term Liquidity

We expect that our future sources of capital will be primarily derived from operating cash flows generated from the Joint Ventures and net proceeds generated from the selective and strategic sale of properties. Our future long-term liquidity requirements will include, but not be limited to, funding 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 to provide funding for such requirements. Future cash flows from operating activities will be primarily affected by distributions received from the Joint Ventures, which are dependent upon net operating income generated by the Joint Ventures’ properties, less reserves, for known capital expenditures.

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 capital contributions. 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 fund 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 provided for by the operations of the Joint Ventures will be required to be funded by the partnership and 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. 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 property sale proceeds reserves, if available, would then be utilized.

 

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As of June 30, 2006, we have received, used, distributed, and held net sale proceeds allocated to the Partnership from the sale of properties as presented below:

 

Property

  

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

June 30, 2006

  

Undistributed Net

Sale Proceeds as of

June 30, 2006

        Amount   Purpose    

305 Interlocken Parkway (early termination in 2004)

    $     800,000 (1)   45.2%   $   361,626   $           0   –   $   361,626   $              0

15253 Bake Parkway (sold in 2004)

   11,892,035     38.1%   4,526,770   237,910  

•  Re-leasing 15253 Bake Parkway (2004)

   4,288,860   0

Alstom Power – Knoxville Building
(sold in 2005)

   11,646,089     39.0%   4,545,538   0   –   3,449,511   1,096,027
                     
      $9,433,934   $237,910     $8,099,997   $1,096,027
                     

 

  (1)

Represents payment received for unamortized tenant improvements in connection with the Cirrus Logic, Inc. lease termination.

Upon evaluating the capital needs of the properties in which we currently hold an interest, our General Partners have estimated that reserves of net sale proceeds of approximately $1,096,000 will be required to fund the Partnership’s pro-rata share of the anticipated costs in connection with capital improvements for the AT&T – Texas Building and 1315 West Century Drive and the anticipated re-leasing costs for the US Cellular Building and 1315 West Century Drive.

Results of Operations

Equity in Income of Joint Ventures

Equity in income of Joint Ventures was $362,202 and $211,468 for the three months ended June 30, 2006 and 2005, respectively. The increase for the three months ended June 30, 2006, as compared to the three months ended June 30, 2005, is primarily attributable to (i) additional lease termination income recognized in the second quarter of 2006 as a result of satisfying the remaining conditions of a termination agreement with a tenant previously in occupancy at 305 Interlocken Parkway, partially offset by (ii) a decline in operating income due to the expiration of the lease for the sole tenant of 1315 West Century Drive in April 2005.

Equity in income of Joint Ventures was $743,434 and $2,596,476 for the six months ended June 30, 2006 and 2005, respectively. The decrease for the six months ended June 30, 2006, as compared to the six months ended June 30, 2005, is primarily attributable to (i) the gain recognized on the sale of the Alstom Power – Knoxville Building in March 2005, (ii) a decline in operating income due to the aforementioned sale, and (iii) a decline in operating income due to the expiration of the lease for the sole tenant at 1315 West Century Drive in April 2005, partially offset by (iv) additional lease termination income recognized in the second quarter of 2006 as a result of satisfying the remaining conditions of a termination agreement with a tenant previously in occupancy at 305 Interlocken Parkway.

We expect equity in income of Joint Ventures to increase slightly going forward as a result of increased occupancy at the 360 Interlocken Building.

Expenses

Our total expenses were $48,280 and $64,581 for the three months ended June 30, 2006 and 2005, respectively. The decrease for the three months ended June 30, 2006, as compared to the three months ended June 30, 2005, is primarily attributable to (i) a decline in administrative costs relative to the decrease in the size of the portfolio as a result of the

 

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sales of properties, (ii) a decline in Tennessee partnership franchise and excise taxes due to the 2005 sale of the sole Tennessee property, the Alstom Power – Knoxville Building, partially offset by (iii) an increase in accounting fees.

Our total expenses were $114,400 and $114,990 for the six months ended June 30, 2006 and 2005, respectively. Expenses remained stable primarily due to (i) a decline in administrative costs relative to the decrease in the size of the portfolio as a result of the sales of properties, (ii) a decline in Tennessee partnership franchise and excise taxes, partially offset by (iii) increases in legal and accounting fees and printing costs resulting from increased expenses relating to compliance with reporting and regulatory requirements.

We anticipate decreases in our partnership administration expenses in future periods resulting from the aforementioned decrease in Tennessee partnership franchise and excise taxes, partially offset by increased costs relating to compliance with reporting and regulatory requirements.

Interest and Other Income

Interest and other income was $15,424 and $37,803 for the three months ended June 30, 2006 and 2005, respectively, and $34,669 and $52,316 for the six months ended June 30, 2006 and 2005, respectively. The decreases are primarily a result of (i) a decrease in the average amount of net sale proceeds held during 2006 as a result of the May 2005 and November 2005 net sale proceeds distributions, partially offset by (ii) an increase in the daily interest yield.

Future levels of interest income will be largely dependent upon the level of net sale proceeds held based on the timing of future dispositions and net sale proceeds distributions to the investors.

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 would 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

Summary

Our accounting policies have been established to conform with 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.

 

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Investment in Real Estate Assets

We will be required to make subjective assessments as to the useful lives of our depreciable assets. Management considers the period of future benefit of the assets to determine the appropriate useful lives. These assessments have a direct impact on net income. We expect that the estimated useful lives of the Joint Ventures’ assets by class will be as follows:

 

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.

Valuation 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 recoverable. When indicators of potential impairment are present which indicate 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 carrying value of the real estate assets will be recovered through the undiscounted future operating cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying value, management adjusts the real estate assets to the fair value, as defined by SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, dependent upon availability, in order of preference: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of undiscounted cash flows, including estimated salvage value. We have determined that there has been no impairment in the carrying value of any of the real estate assets held as of June 30, 2006.

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

Related-Party Transactions

We have entered into agreements with Wells Capital and Wells Management, affiliates of our General Partners, and their affiliates, whereby we pay certain fees and expense reimbursements to Wells Capital, Wells Management, and 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 Note 4 to our financial statements included in this report for a description of these fees and expense reimbursements we have incurred.

Potential Tax Impact on Limited Partners Holding Class B Units – American Jobs Creation Act of 2004

The American Jobs Creation Act of 2004 added Section 470 to the Internal Revenue Code, which provides for certain limitations on the utilization of losses by investors that are attributable to leased property owned by a partnership having both taxable and tax-exempt partners such as the Partnership. If Section 470 were deemed to apply to the Partnership, passive losses allocable to limited partners holding Class B Units could only be utilized

 

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to offset passive income generated from the same property or potentially from properties owned by the same partnership. In March 2005, the Internal Revenue Service (“IRS”) announced that the IRS would not apply Section 470 to partnerships for the taxable year 2004 based solely on the fact that a partnership had both taxable and tax-exempt partners, and in December 2005, the IRS extended the period for transitional relief through the 2005 tax year. In addition, pursuant to Section 403(ff) of the Gulf Opportunity Zone Act of 2005, the effective date provisions regarding the applicability of Section 470 were amended to provide that, in the case of leased property treated as tax-exempt use property by reason of its being owned by a partnership having both taxable and tax-exempt partners, Section 470 will apply only to property acquired after March 12, 2004. Since the Partnership acquired all of its properties prior to March 12, 2004, and is not expected to acquire interests in any additional properties in the future, we do not believe that the provisions of Section 470 should apply to limit the utilization of losses attributable to the properties owned by the Partnership; however, due to the uncertainties and lack of guidance relating to this provision, it is unclear as to whether the acquisition of a limited partnership interest in the Partnership after the March 12, 2004 effective date may be deemed to be an acquisition of property within the meaning of the effective date provisions of Section 470.

 

ITEM 3. 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 current exchange rate fluctuations, or the other market risks contemplated by Item 305 of Regulation S-K.

 

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of management of Wells Capital, our corporate General Partner, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures as defined in rule 13a-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer of Wells Capital concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report in providing a reasonable level of assurance that 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 information required to be disclosed by us in such reports is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, as appropriate, to allow timely decisions regarding required disclosure.

There were no significant changes in our internal control over financial reporting during the quarter ended June 30, 2006 that have materially affected, or are likely to materially affect, our internal control over financial reporting.

PART II.    OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

We are from time to time a party to other legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any litigation the outcome of which would, in management’s judgment based on information currently available, have a material adverse effect on our results of operations or financial condition, nor is management aware of any such litigation threatened against us during the quarter ended June 30, 2006, requiring disclosure under Item 103 of Regulation S-K.

 

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2005.

 

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(a)

We did not sell any equity securities that were not registered under the Securities Act of 1933 during the quarter ended June 30, 2006.

 

(b)

Not applicable.

 

(c)

We did not redeem any securities during the quarter ended June 30, 2006.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

(a)

We were not subject to any indebtedness and, therefore, did not default with respect to any indebtedness during the quarter ended June 30, 2006.

 

(b)

Not applicable.

 

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

No matters were submitted to a vote of our limited partners during the quarter ended June 30, 2006.

 

ITEM 5. OTHER INFORMATION

 

(a)

During the quarter ended June 30, 2006, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.

 

(b)

Not applicable.

 

ITEM 6. EXHIBITS

The Exhibits to this report are set forth on Exhibit Index to Second Quarter Form 10-Q attached hereto.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

WELLS REAL ESTATE FUND IX, L.P.

(Registrant)

   

By:

   WELLS PARTNERS, L.P.
      (General Partner)
   

By:

   WELLS CAPITAL, INC.
      (Corporate General Partner)

August 10, 2006

    

/s/    LEO F. WELLS, III

   

Leo F. Wells, III

President, Principal Executive Officer, and Sole Director

of Wells Capital, Inc.

August 10, 2006

    

/s/    DOUGLAS P. WILLIAMS

   

Douglas P. Williams

Principal Financial Officer

of Wells Capital, Inc.

 

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EXHIBIT INDEX

TO SECOND QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND IX, L.P.

 

Exhibit

No.

   

Description

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