1018215--3/29/2006--WELLS_REAL_ESTATE_FUND_X_L

related topics

{investment, property, distribution}

{tax, income, asset}

{loan, real, estate}

{stock, price, operating}

{capital, credit, financial}

{regulation, change, law}

{customer, product, revenue}

{personnel, key, retain}

{debt, indebtedness, cash}

{cost, regulation, environmental}

{gas, price, oil}

{stock, price, share}

{financial, litigation, operation}

{regulation, government, change}

Economic and regulatory changes that impact the real estate market generally may cause our operating results to suffer and decrease the value of our real estate properties. General economic conditions may affect the timing of sale of our properties and the sale price we receive. Adverse economic conditions in the geographic regions in which we own properties may negatively impact your overall returns. Adverse economic conditions affecting the particular industries of the tenants of our properties may negatively impact your overall returns. We are dependent on our tenants for substantially all of our revenue, so our success is materially dependent on the financial stability of our tenants. We currently have a vacancy issue with one of our properties which could reduce or eliminate cash distributions to limited partners. Your investment in units are subject to greater risk because we lack a diversified property portfolio. Our future financial success depends on only a few tenants. We depend on tenants for our revenue. Accordingly, lease terminations and/or tenant default could reduce our net income and limit our ability to make distributions to our stockholders. If one or more of our tenants file bankruptcy, we may be precluded from collecting all sums due. We may not have funding for future tenant improvements which may reduce your returns and make it difficult to attract one or more new tenants. A property that incurs a vacancy could be difficult to sell or lease. Uninsured losses relating to real property or excessively expensive premiums for insurance coverage could reduce our net income. Uncertain market conditions and the broad discretion of our General Partners relating to the future disposition of properties could adversely affect the return on your investment. If any environmentally hazardous material is determined to exist on a property owned by the Partnership, our operating results could be adversely affected. The Partnership and/or certain other prior Wells public limited partnerships sponsored by our General Partners have sold real estate properties for a sale price less than the original purchase price. The Georgia Revised Uniform Limited Partnership Act (GRULPA) does not grant you any specific voting rights and your rights are limited under our partnership agreement. You are bound by the majority vote on matters on which you are entitled to vote. Under our partnership agreement, we are required to indemnify our General Partners under certain circumstances which may reduce returns to our limited partners. Payment of fees to our General Partners and their affiliates will reduce cash available for distributions to our limited partners. The availability and the timing of cash distributions are uncertain. Gains and distributions upon sale of our properties are uncertain. We are uncertain of our sources for funding of future capital needs. We may need to reserve net cash from operations for future tenant improvements which may reduce your returns. There is no public trading market for your units. Your units have limited transferability and lack liquidity due to restrictions under state regulatory laws and our partnership agreement. Our estimated unit valuations should not be viewed as an accurate reflection of the value of the limited partners units. If you hold Class A Units, you will be allocated more income than cash flow. If you hold Class B Units, you may not be able to use your passive losses. The desired effect of holding Class A Units or Class B Units may be reduced depending on how many investors hold each type of unit. You must rely on our General Partners for management of our business. Leo F. Wells, III has a primary role in determining what is in the best interests of the Partnership and its limited partners. Our loss of or inability to obtain key personnel could delay or hinder implementation of our investment strategies, which could limit our ability to make distributions. Our operating performance could suffer if Wells Capital incurs significant losses, including those losses that may result from being the general partner of other entities. Our General Partners have a limited net worth consisting of illiquid assets which may affect their ability to fulfill their financial obligations to the Partnership. Increases in our administrative operating expenses, including increased expenses associated with operating as a public company in the current regulatory environment, could limit our ability to make distributions. Our General Partners will face conflicts of interest relating to time management which could result in lower returns on our investments. Our General Partners will face conflicts of interest relating to the sale and leasing of properties. Investments in joint ventures with affiliates will result in additional risks involving our relationship with the co-venturer. Our General Partners will face various conflicts of interest relating to joint ventures with affiliates. The Internal Revenue Service (IRS) may challenge our characterization of material tax aspects of your investment in the Partnership. Investors may realize taxable income without cash distributions. We could potentially be characterized as a publicly traded partnership resulting in unfavorable tax results. The deductibility of losses will be subject to limitations. The IRS may challenge our allocations of profit and loss. We may be audited and additional tax, interest, and penalties may be imposed upon you. State and local taxes and a requirement to withhold state taxes may apply. Legislative or regulatory action could adversely affect investors. There are special considerations that apply to pension or profit-sharing trusts or IRAs investing in units. We may dissolve the Partnership if our assets are deemed to be plan assets or if we engage in prohibited transactions. Adverse tax consequences may result because of minimum distribution requirements. Unrelated business taxable income (UBTI) may be generated with respect to tax-exempt investors.

Full 10-K form ▸

1018215--3/29/2006--WELLS_REAL_ESTATE_FUND_X_L_P