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SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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Form 10-Q





(Mark One)





xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2002





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





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WELLS REAL ESTATE FUND XII, L.P.


(Exact name of registrant as specified in its charter)





Georgia

58-2438242(State of other jurisdiction of incorporation or organization)

(I.R.S. Employer 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  ̈





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FORM 10-Q





WELLS REAL ESTATE FUND XII, L.P.





INDEX





Page No.PART I.

FINANCIAL INFORMATIONItem 1.

Financial Statements

3Balance SheetsJune 30, 2002 (unaudited) and December 31, 2001

4Statements of Income for the Three Months and Six Months ended June 30, 2002 (unaudited) and 2001 (unaudited)

5Statements of Partners Capital for the year ended December 31, 2001 and the Six Months Ended June 30, 2002 (unaudited)

6Statements of Cash Flows for the Six Months Ended June 30, 2002 (unaudited) and 2001 (unaudited)

7Condensed Notes to Financial Statements (unaudited)

8Item 2.

Managements Discussion and Analysis of Financial Condition and Results of Operations

12PART II.

OTHER INFORMATION

15Exhibit Index

16Exhibit 99.1Certification of Chief Executive OfficerExhibit 99.2Certification of Chief Financial Officer




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##### Table of Contents

PART I.    
FINANCIAL INFORMATION





Effective July 3, 2002, Wells Real Estate Fund XII (the Partnership)
engaged Ernst & Young LLP (Ernst & Young) as its principal accountants to audit the Partnerships financial statements. In accordance with the relief granted to former auditing clients of Arthur Andersen LLP in SEC Release
No. 34-45589, Ernst & Young completed its review of the unaudited financial statements of the Partnership for the quarter ended March 31, 2002 pursuant to Rule 10-01(d) of Regulation S-X within the 60-day period allowed pursuant to the SEC
Release, and no material modifications to the previously reported financial information were required.




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WELLS REAL ESTATE FUND XII, L.P.





(A Georgia Public Limited Partnership)





BALANCE SHEETS





(unaudited) June
30, 2002

December 31, 2001ASSETS:Investments in joint ventures (Note 2)

$
29,535,172

$
30,003,597Cash and cash equivalents


15,338


32,627Due from affiliates


709,988


687,112Accounts receivable


4,468


2,867Total assets

$
30,264,966

$
30,726,203LIABILITIES AND PARTNERS CAPITALLiabilities:Accounts payable

$
1,098

$
2,490Due to affiliates


60,000


0Partnership distribution payable


673,285


659,919Total liabilities


734,383


662,409Partners capital:Limited partners:Cash Preferred2,829,896 units and 2,778,607 units outstanding as of June 30, 2002 and December 31, 2001,
respectively


24,987,661


24,613,370Tax Preferred731,223 units and 782,512 units outstanding as of June 30, 2002 and December 31, 2001,
respectively


4,542,922


5,450,424Total partners capital


29,530,583


30,063,794Total liabilities and partners capital

$
30,264,966

$
30,726,203





The accompanying notes are an integral part of these balance sheets.




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WELLS REAL ESTATE FUND XII, L.P.





(A Georgia Public Limited Partnership)





STATEMENTS OF INCOME





(unaudited) Three Months
Ended


(unaudited) Six Months
EndedJune 30, 2002


June 30, 2001


June 30, 2002


June 30, 2001REVENUES:Equity in income of joint ventures (Note 2)

$
477,163


$
362,492


$
924,908


$
687,065Interest income


0



46,607



628



82,175477,163



409,099



925,536



769,240EXPENSES:Partnership administration


95,490



22,187



109,049



33,623Legal and accounting


2,427



4,157



9,363



12,807Computer costs


1,632



4,295



3,455



5,49599,549



30,639



121,867



51,925NET INCOME

$
377,614


$
378,460


$
803,669


$
717,315NET INCOME ALLOCATED TO CASH PREFERRED LIMITED PARTNERS

$
650,353


$
634,064


$
1,353,925


$
1,179,956NET LOSS ALLOCATED TO TAX PREFERRED LIMITED PARTNERS

$
(272,739
)


(255,604
)

$
(550,256
)

$
(462,641
)NET INCOME PER WEIGHTED AVERAGE CASH PREFERRED LIMITED PARTNER UNIT

$
0.23


$
0.27


$
0.48


$
0.50NET LOSS PER WEIGHTED AVERAGE TAX PREFERRED LIMITED PARTNER UNIT

$
(0.37
)

$
(0.33
)

$
(0.74
)

$
(0.60
)CASH DISTRIBUTION PER CASH PREFERRED LIMITED PARTNER UNIT

$
0.24


$
0.26


$
0.48


$
0.47





The accompanying notes are an integral part of these statements.




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WELLS REAL ESTATE FUND XII, L.P.





(A Georgia Public Limited Partnership)





STATEMENTS OF PARTNERS CAPITAL





FOR THE YEAR ENDED DECEMBER 31, 2001 AND





FOR THE SIX MONTHS ENDED JUNE 30, 2002 (UNAUDITED)








Limited Partners


Total Partners CapitalCash Preferred


Tax PreferredUnits

Amounts


Units


AmountsBALANCE at December 31, 2000

1,881,142

$
16,589,551


617,434


$
5,033,781


$
21,623,332Net income (loss)

0


2,591,027


0



(1,035,609
)


1,555,418Partnership distributions

0


(2,412,208
)

0



0



(2,412,208
)Limited partner contributions

823,918


8,239,183


238,625



2,386,248



10,625,431Sales commissions and discounts

0


(782,723
)

0



(226,693
)


(1,009,416
)Other offering expenses

0


(247,176
)

0



(71,587
)


(318,763
)Tax preferred conversions

73,547


635,716


(73,547
)


(635,716
)


0BALANCE at December 31, 2001

2,778,607


24,613,370


782,512



5,450,424



30,063,794Net income (loss)

0


1,353,925


0



(550,256
)


803,669Partnership distributions

0


(1,336,880
)

0



0



(1,336,880
)Tax preferred conversions

51,289


357,246


(51,289
)


(357,246
)


0BALANCE at June 30, 2002 (unaudited)

2,829,896

$
24,987,661


731,223


$
4,542,922


$
29,530,583





The accompanying notes are an integral part of these statements.




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WELLS REAL ESTATE FUND XII, L.P.





(A Georgia Public Limited Partnership)





STATEMENTS OF CASH FLOWS





(unaudited) Six Months
EndedJune 30, 2002


June 30, 2001CASH FLOWS FROM OPERATING ACTIVITIES:Net income

$
803,669


$
717,315Adjustments to reconcile net income to net cash used in operating activities:Equity in income of joint ventures


(924,908
)


(687,065
)Changes in assets and liabilities:Due to affiliates


60,000



(23,989
)Accounts payable


(1,392
)


(1,588
)Accounts receivable


(1,601
)


(14,378
)Net cash used in operating activities


(64,232
)


(9,705
)CASH FLOW FROM INVESTING ACTIVITIES:Investments in joint ventures


0



(8,926,156
)Deferred project costs


0



(371,900
)Distributions received from joint ventures


1,370,457



776,331Net cash provided by (used in) investing activities


1,370,457



(8,521,725
)CASH FLOW FROM FINANCING ACTIVITIES:Limited partners contributions


0



10,625,430Sales commissions


0



(1,055,481
)Offering costs


0



(318,763
)Distributions to partners


(1,323,514
)


(884,431
)Net cash (used in) provided by financing activities


(1,323,514
)


8,366,755NET DECREASE IN CASH AND CASH EQUIVALENTS


(17,289
)


(164,675
)CASH AND CASH EQUIVALENTS, beginning of year


32,627



208,319CASH AND CASH EQUIVALENTS, end of period

$
15,338


$
43,644SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:Reversal of deferred offering costs due to affiliate

$
0


$
180,409





The accompanying notes are an integral part of these statements.




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WELLS REAL ESTATE FUND XII, L.P.





(A Georgia Public Limited Partnership)





CONDENSED NOTES TO FINANCIAL STATEMENTS





JUNE 30, 2002 (UNAUDITED)





1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





(a)    Organization and Business





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. (Wells Partners), a Georgia non-public limited partnership,
as the General Partners. The Partnership was formed on September 15, 1998 for the purpose of acquiring, developing, constructing, owning, operating, improving, leasing and otherwise managing income-producing commercial properties for investment
purposes. Each limited partner must elect whether to have his units treated as Cash Preferred units or Tax Preferred units. Thereafter, the limited partners have the right to change their prior elections to have some or all of their units treated as
Cash Preferred units or Tax Preferred units one time during each quarterly accounting period. The 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, (c) remove a General Partner, (d) elect a new General Partner, (e) dissolve the Partnership, and (f) approve a sale involving all or substantially all of the Partnerships assets, subject to certain
limitations. The majority vote on any of the matters described above will bind the Partnership without the concurrence of the General Partners. Each limited partnership unit has equal voting rights regardless of class.





On March 22, 1999, the Partnership commenced a public offering of up to $70,000,000 of limited partnership units pursuant to a
Registration Statement on filed Form S-11 under the Securities Act of 1933. The Partnership commenced active operations on June 1, 1999 upon receiving and accepting subscriptions for 125,000 units. The offering was terminated on March 21, 2001 at
which time the Partnership had sold 2,688,861 Cash Preferred units and 872,258 Tax Preferred units for $10 per unit held by a total of 1,227 and 106 Cash Preferred and Tax Preferred limited partners, respectively. As of June 30, 2002, the
Partnership had paid a total of $1,246,403 in acquisition and advisory fees and acquisition expenses, $4,451,400 in selling commissions and organization and offering expenses, and had invested $5,300,000 in Fund XI-XII-REIT Associates and
$24,613,401 in Fund XII-REIT Associates.





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The Partnership owns interests in all of its real estate assets through joint
ventures with other Wells entities. As of June 30, 2002, the Partnership owned interests in the following seven properties through the affiliated joint ventures listed below:





Joint Venture

Joint Venture Partners

PropertiesFund XI-XII-REIT Associates

Wells Real Estate Fund XI, L.P. Wells Real Estate Fund XII,
L.P. Wells Operating Partnership, L.P.*

1.  Eybl Cartex Building A two-story manufacturing and office building located in Fountain Inn, South Carolina 2.  Sprint Building
A three-story office building located in Leadwood, Johnson County, Kansas 3.  Johnson Matthey Building A one-story office
building and warehouse located in Tredyffin Township, Chester County, Pennsylvania 4.  Gartner Building A two-story office building located in Ft. Myers, Lee County, FloridaFund XII-REIT Associates

Wells Real Estate Fund XII, L.P. Wells Operating Partnership,
L.P.*

5.  Siemens Building A three-story office building located in Troy, Oakland County, Michigan 6.  AT&T Oklahoma Building A one-story office building and a two-story office building located in Oklahoma City, Oklahoma County, Oklahoma
7.  Comdata Building A three-story office
building located in Williamson County, Brentwood, Tennessee





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




Each of the
foregoing properties was acquired on an all cash basis. For further information regarding the above joint ventures and properties, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.





(c )    Basis of Presentation





The financial statements of the Partnership have been prepared in accordance with the instructions for Form 10-Q and do not include all of the information and footnotes
required by generally accepted accounting principles (GAAP) for complete financial statements. The quarterly statements have not been examined by independent accountants. However, 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 present the results for these periods. Interim results for 2002 are not necessarily indicative of results for the
year. For further information, refer to the financial statements and footnotes included in the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.




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(c)    Distribution of Net Cash From Operations





As defined by the partnership agreement, cash available for distributions is distributed quarterly to the
limited partners as follows:





| |  |  | First, to all Cash Preferred limited partners 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 each general partner has received distributions equal to 10% of the total cumulative distributions declared by the
Partnership to date.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| |  |  | Third, to the Cash Preferred limited partners and the General Partners allocated on a basis of 90% and 10%, respectively.
| | - |  | -------------------------------------------------------------------------------------------------------------------------




No distributions will be made to the limited partners holding Class B units.





(d)    Impairment of Real Estate Assets





On January 1, 2002, the Partnership adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. Under the new guidance, management reviews each of
the properties in which it holds an interest for impairment when there is an event or change in circumstances that indicates the carrying amount of the asset may not be recoverable and the future undiscounted cash flows expected to be generated by
the asset are less than its carrying amount. If such assets are considered to be impaired, the Partnership records impairment losses and reduces the carrying amount of impaired assets to an amount that reflects the fair value of the assets at the
time impairment is evident. Management also reviews estimated selling prices of assets held for sale and records impairment losses to reduce the carrying amount of assets held for sale when the carrying amounts exceed the estimated selling prices
less costs to sell. Also, material long-lived assets held for sale are separately identified in the balance sheets and their related net operating income is segregated as income from discontinued operations in the statements of income. In addition,
depreciation of long-lived assets held for sale is not recorded. If an asset held for sale reverts to an asset used in operations, the asset will be measured at the lower of the original carrying cost, adjusted for the forgone depreciation, or the
fair value at the date of the decision to hold the asset.





2.    INVESTMENTS IN JOINT VENTURES





(a)    Basis of Presentation





As of June 30, 2002, the Partnership owned interests in seven properties through its ownership in the joint ventures as described in Note 1. The Partnership does not have
control over the operations of these joint ventures; however, it does exercise significant influence. Accordingly, investments in joint ventures are recorded using the equity method of accounting. For further information regarding investments in
joint ventures, see the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.




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(b)    Summary of Operations





The following information summarizes the operations of the unconsolidated joint ventures in which the Partnership held ownership interests
for three and six months ended June 30, 2002 and 2001:





Total Revenues

Net Income

Partnerships Share of
Net IncomeThree Months Ended

Three Months Ended

Three Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Fund XI-XII-REIT Associates

$
877,713

$
847,857

$
545,009

$
499,960

$
93,137

$
85,440Fund XII-REIT Associates


1,422,140


1,102,873


852,672


587,864


384,026


277,052$
2,299,853

$
1,950,730

$
1,397,681

$
1,087,824

$
477,163

$
362,492








Total Revenues

Net Income

Partnerships Share of
Net IncomeSix Months Ended

Six Months Ended

Six Months EndedJune 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001

June 30, 2002

June 30, 2001Fund XI-XII-REIT Associates

$
1,717,083

$
1,689,371

$
1,042,158

$
1,014,237

$
178,094

$
173,326Fund XII-REIT Associates


2,821,413


1,896,195


1,658,185


1,033,184


746,814


513,739$
4,538,496

$
3,585,566

$
2,700,343

$
2,047,421

$
924,908

$
687,065








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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 Partnerships accompanying financial statements and notes thereto.





(a)    Forward-Looking Statements





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 may cause actual results to differ materially from any forward-looking statements made in this report, including construction costs that may exceed estimates, construction delays, lease-up risks, inability to
obtain new tenants upon the expiration of existing leases, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flows.





(b)    Results of Operations





Gross Revenues


Gross revenues increased to $925,536 for the six months ended June 30, 2002 from $769,240 for the
six months ended June 30, 2001 primarily due to an increase in income generated from the Comdata Building, as it was acquired in May 2001, partially offset by (i) a decrease in interest income resulting from capital contributions to Fund XII-REIT
Associates for the purchase of the Comdata Building in May 2001 and (ii) increased depreciation expense for the Comdata Building.





Expenses


Expenses increased to $121,867 for the six months ended June 30, 2002 from $51,925 for the six months ended June
30, 2001 primarily as a result of Tennessee Partnership franchise and excise taxes assessed for 2001 and 2002 during the second quarter of 2002.





As a result, net income increased to $803,669 for the six months ended June 30, 2002 from $717,315 for the same period in 2001.





Distributions


The Partnership declared cash distributions to
limited partners holding Cash Preferred units of $0.48 and $0.47 per unit for the six months ended June 30, 2002 and 2001, respectively. The General Partners anticipate that distributions per unit to limited partners holding Cash Preferred units
will continue in 2002 at a level at least comparable with 2001 cash distributions on an annual basis. No cash distributions were declared to limited partners holding Tax Preferred units.





(c)    Liquidity and Capital Resources





Net cash used in operating activities increased to $64,232 for the six months ended June 30, 2002 from $9,705 for the six months ended June 30, 2001 primarily due to the increase in expenses and
reduction of interest income describe above. Net cash flows from investing activities increased to $1,370,457 provided for the six months ended June 30, 2002 compared to $8,521,725 used for the six months ended June 30, 2001 due to (i) capital
contributions to Fund XII-REIT Associates for the purchase of the Comdata Building in the second quarter of 2001, (ii) additional distributions received from joint ventures in 2002, the majority of which has been generated from the Comdata Building,




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and (iii) the payment of deferred project costs to Wells Capital, Inc., an affiliate of the general partners, pursuant to
the terms of the Partnerships prospectus, as capital was raised during the six months period ended June 30, 2001. Net cash flows from financing activities decreased to $(1,323,514) used for the six months ended June 30, 2002 compared to
$8,366,755 provided for the six months ended June 30, 2001 primarily as a result of terminating the Partnerships public offering of limited partnership units on March 21, 2001, offset by the payment of additional distributions to limited
partners commensurate with the increase in cash flows received from joint ventures during the same period.





The
Partnership expects to continue to meet its short-term liquidity requirements and budget demands and provide for distributions to limited partners generally through net cash flows provided from operations and received from joint ventures. While
there is no assurance, the Partnership anticipates that distributions will continue to be paid to limited partners on a quarterly basis for the remainder of 2002 from such sources at a level at least comparable with those provided for the first
quarter of 2002. The Partnership is unaware of any known demands, commitments, events or capital expenditures, which are required for the normal operations of its properties that will result in the Partnerships liquidity increasing or
decreasing in a material way.





(d)    Inflation





The real estate market has not been affected significantly by inflation in the past three years due to the relatively low inflation rate.
Most tenant leases contain provisions for common area maintenance, real estate tax and insurance reimbursements from tenants either on a per square foot basis, or above a certain allowance per square foot annually, which should reduce the
Partnerships exposure to increases in costs and other operating expenses resulting from the impact of inflation.





(e)    Critical Accounting Policies





The Partnerships accounting
policies have been established and conformed to in accordance with accounting principles generally accepted in the United States (GAAP). The preparation of financial statements in conformity with GAAP requires management to use judgments
in the application of accounting policies, including making estimates and assumptions. These judgments may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the dates of the financial
statements presented and the reported amounts of revenues and expenses during the respective reporting periods. If our 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 our financial statements.





The accounting policies that we consider to be critical, in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain, are discussed below. For further information
related to the Partnerships accounting policies, including the critical accounting policies described below, refer to the report filed for the Partnership on Form 10-K for the year ended December 31, 2001.





Straight-Lined Rental Revenues





The Partnership recognizes rental income generated from all leases on real estate assets in which the Partnership has an ownership interest through its investments in joint ventures on a straight-line
basis over the terms of the respective leases. Should tenants encounter financial difficulties in future periods, the amounts recorded as receivables may not be fully realized.




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Operating Cost Reimbursements





The Partnership generally bills tenants for operating cost reimbursements through its investments in joint ventures on a monthly basis at
amounts estimated largely based on actual prior period activity and the respective tenant lease terms. Such billings are generally adjusted on an annual basis to reflect reimbursements owed to the landlord based on the actual costs incurred during
the period and the respective tenant lease terms. Should tenants encounter financial difficulties in future periods, the amounts recorded as receivables may not be fully realized.





Real Estate





Management
continually monitors events and changes in circumstances indicating that the carrying amounts of the real estate assets in which the Partnership has ownership interests through its investments in joint ventures may not be recoverable. When such
events or changes in circumstances are present, management assesses the potential impairment by comparing the fair market value of the underlying assets, estimated at amounts equal to the future undiscounted operating cash flows expected to be
generated from tenants over the life of the assets and from their eventual disposition, to the carrying value of the assets. In the event that the carrying amount exceeds the estimated fair market value, the Partnership would recognize an impairment
loss in the amount required to adjust the carrying amount of the asset to its estimated fair market value. Neither the Partnership nor its joint ventures have recognized impairment losses on real estate assets in 2002, 2001 or 2000.





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PART II
OTHER INFORMATION





ITEM 6 (b.)  During the second
quarter of 2002, the Registrant filed a Current Report on Form 8-K dated May 16, 2002 disclosing the dismissal of Arthur Andersen LLP as its independent public accountants.





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)Date:    August 12, 2002



By:

/s/ Leo F. Wells, IIILeo F. Wells, III as
Individual General Partner and as President, of Wells Capital, Inc., the General Partner of Wells Partners, L.P.





Date:    August 12, 2002



By:

/s/ Douglas P. WilliamsAs Chief Financial Officer




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EXHIBIT INDEX


TO


SECOND QUARTER FORM
10-Q


OF


WELLS REAL ESTATE FUND XII, L.P.





Exhibit No.

Description99.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002










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