SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 1, 2002
WELLS REAL ESTATE INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of incorporation)
| 0-25739 |
58-2328421 | |
| (Commission File Number) |
(IRS Employer Identification No.) |
6200 The Corners Parkway, Suite 250, Atlanta, Georgia 30092
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (770) 449-7800
(Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT
Wells Real Estate Investment Trust, Inc. (the “Registrant”) hereby amends its Current Report on Form 8-K dated May 1, 2002 to provide the required financial
statements of the Registrant relating to the acquisitions by the Registrant of the Agilent Atlanta Building located in Atlanta, Georgia, the BellSouth Ft. Lauderdale Building located in Ft. Lauderdale, Florida, the Experian/TRW Buildings located in
Allen, Texas, and the Agilent Boston Building located in Boxborough, Massachusetts, as described in such Current Report.
Item
7. Financial Statements and Exhibits.
(a) Financial
Statements. The following financial statements of the Registrant are submitted at the end of this Amendment to Current Report on Form 8-K and are filed herewith and incorporated herein by reference:
| Page | ||
| Experian/TRW Buildings |
||
| F-1 | ||
| F-2 | ||
| F-3 | ||
| Agilent Boston Building |
||
| F-5 | ||
| F-6 | ||
| F-7 | ||
| Wells Real Estate Investment Trust, Inc. |
||
| Unaudited Pro Forma Financial Statements |
||
| F-9 | ||
| F-10 | ||
| F-12 | ||
| F-13 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| WELLS REAL ESTATE INVESTMENT TRUST, INC.
(Registrant) | ||
| By: |
/s/ LEO F. WELLS,
III | |
| Leo F. Wells, III President | ||
Date: July 15, 2002
Shareholders and Board of Directors
Wells Real Estate Investment Trust, Inc.
We have audited the accompanying statement of revenues over certain operating expenses of the Experian/TRW Buildings (the “Buildings”) for the year ended December 31, 2001. This statement is
the responsibility of the Buildings’ management. Our responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of
revenues over certain operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues over certain operating expenses. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues over certain operating expenses. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement of revenues over certain operating expenses was
prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in Note 2, and is not intended to be a complete presentation of the Buildings’ revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses referred to above presents fairly, in all material
respects, the revenues and certain operating expenses described in Note 2 of the Experian/TRW Buildings for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
July 11, 2002
F-1
EXPERIAN/TRW BUILDINGS
For the year ended December 31, 2001 and the three months ended March 31,
2002
| 2002 |
2001 | |||||
| (Unaudited) |
||||||
| Rental revenues |
$ |
812,665 |
$ |
3,250,659 | ||
| Operating expenses, net of reimbursements |
|
— |
|
— | ||
| |
|
|
| |||
| Revenues over certain operating expenses |
$ |
812,665 |
$ |
3,250,659 | ||
| |
|
|
| |||
See accompanying notes.
F-2
EXPERIAN/TRW BUILDINGS
For the year ended December 31, 2001 and the three months ended
March 31, 2002
1. Organization and Significant Accounting Policies
Description of Real Estate Property Acquired
On May 1, 2002, the Wells Operating Partnership, L.P. (“Wells OP’) acquired the Experian/TRW Buildings from Allen Office Investment Limited Partners, Inc. (“Allen Office
Investment”). Wells OP is a Delaware limited partnership formed to acquire, own, lease, operate, and manage real properties on behalf of Wells Real Estate Investment Trust, Inc., a Maryland corporation. As the sole general partner of Wells OP,
Wells Real Estate Investment Trust, Inc. possesses full legal control and authority over the operations of Wells OP.
Experian, Inc (“Experian”) currently occupies the entire 292,700 rentable square feet of the two two-story office buildings under a net lease agreement (the “Experian Lease”). The Experian lease was assigned to
Experian in 1998; however, TRW, Inc (“TRW”) remains obligated on the Experian lease. Experian is a wholly owned subsidiary of GUS, Plc. TRW is a public entity traded on the New York Stock Exchange. Allen Office Investment’s interest
in the Experian Lease was assigned to Wells OP upon acquisition of the buildings. The initial term of the Experian Lease commenced on April 15, 1993 and expires on October 15, 2010. Experian has the right to extend the Experian Lease for up to four
consecutive renewal terms of five years each at a rate equal to the then current fair market rental rate. The Experian Lease is structured on a triple-net basis with the tenant directly responsible for any and all expenses. As such, Experian is
required to pay all operating costs, including but not limited to, water, sewer, heating, air conditioning, lighting, property and personal insurance and property taxes.
Rental Revenues
Rental income is recognized on a
straight-line basis over the term of the lease.
2. Basis of Accounting
The accompanying statements of revenues over certain operating expenses are presented in conformity with accounting principles generally
accepted in the United States and in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real estate properties acquired. Accordingly, these statements exclude certain historical expenses that are not
comparable to the proposed future operations of the properties such as depreciation, interest, and management fees. Therefore, these statements are not comparable to the statement of operations of the Experian/TRW Buildings after their acquisition
by Wells OP.
F-3
EXPERIAN/TRW BUILDINGS
NOTES TO STATEMENTS OF REVENUES OVER CERTAIN OPERATING EXPENSES—(Continued)
3. Future Minimum Rental Commitments
Future minimum rental commitments for the years ended December 31 are as follows:
| 2002 |
$ |
3,449,606 | |
| 2003 |
|
3,447,848 | |
| 2004 |
|
3,445,954 | |
| 2005 |
|
3,443,913 | |
| 2006 |
|
3,441,713 | |
| Thereafter |
|
14,392,284 | |
| |
| ||
| $ |
31,621,318 | ||
| |
|
F-4
Shareholders and Board of Directors
Wells Real Estate Investment Trust, Inc.
We have audited the accompanying statement of revenues over certain operating expenses of the Agilent Boston Building (the “Building”) for the year ended December 31, 2001. This statement is
the responsibility of the Building’s management. Our responsibility is to express an opinion on this statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of
revenues over certain operating expenses is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues over certain operating expenses. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement of revenues over certain operating expenses. We believe that our audit provides a
reasonable basis for our opinion.
The accompanying statement of revenues over certain operating expenses was
prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission, as described in Note 2, and is not intended to be a complete presentation of the Building’s revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses referred to above presents fairly, in all material
respects, the revenues and certain operating expenses described in Note 2 of Agilent Boston Building for the year ended December 31, 2001 in conformity with accounting principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
July 11, 2002
F-5
AGILENT BOSTON BUILDING
For the year ended December 31, 2001 and the three months ended March 31,
2002
| 2002 |
2001 | |||||
| (Unaudited) |
||||||
| Rental revenues |
$ |
981,606 |
$ |
1,177,928 | ||
| Operating expenses, net of reimbursements |
|
— |
|
— | ||
| |
|
|
| |||
| Revenues over certain operating expenses |
$ |
981,606 |
$ |
1,177,928 | ||
| |
|
|
| |||
See accompanying notes.
F-6
AGILENT BOSTON BUILDING
For the year ended December 31, 2001 and the three months ended
March 31, 2002
1. Organization and Significant Accounting Policies
Description of Real Estate Property Acquired
On May 3, 2002, the Wells Operating Partnership, L.P. (“Wells OP’) acquired the Agilent Boston Building from BPF Tech Central, LLC (“BPF”). Wells OP is a Delaware limited
partnership formed to acquire, own, lease, operate, and manage real properties on behalf of Wells Real Estate Investment Trust, Inc., a Maryland corporation. As the sole general partner of Wells OP, Wells Real Estate Investment Trust, Inc. possesses
full legal control and authority over the operations of Wells OP.
Agilent Technologies, Inc (“Agilent”)
currently occupies the entire 174,585 rentable square feet of the three-story office building under a net lease agreement (the “Agilent Lease”). Agilent is a public entity traded on the New York Stock Exchange. BPF’s interest in the
Agilent Lease was assigned to Wells OP upon acquisition of the building. The initial term of the Agilent Lease commenced on September 12, 2001 and expires on September 30, 2011. Agilent has the right to extend the Agilent Lease for a term of five
years at a rate equal to the greater of (1) the then current fair market rental rate, or (2) 75% of the annual base rent in the final year of the initial term of the Agilent lease. Under the Agilent Lease, Agilent is required to reimburse the
landlord for all costs of operations, including but not limited to electricity, water, heating, air-cooling, property and personal insurance and property taxes. In addition, Agilent, at its expense, will be responsible for maintaining the property
in good order, condition and repair.
Rental Revenues
Rental income is recognized on a straight-line basis over the term of the lease.
2. Basis of Accounting
The accompanying statements of
revenues over certain operating expenses are presented in conformity with accounting principles generally accepted in the United States and in accordance with the applicable rules and regulations of the Securities and Exchange Commission for real
estate properties acquired. Accordingly, these statements exclude certain historical expenses that are not comparable to the proposed future operations of the property such as depreciation, interest, and management fees. Therefore, these statements
are not comparable to the statement of operations of the Agilent Boston Building after its acquisition by Wells OP.
F-7
AGILENT BOSTON BUILDING
NOTES TO STATEMENT OF REVENUES OVER CERTAIN OPERATING EXPENSES—(Continued)
3. Future Minimum Rental Commitments
Future minimum rental commitments for the years ended December 31 are as follows:
| 2002 |
$ |
3,578,993 | |
| 2003 |
|
3,578,993 | |
| 2004 |
|
3,578,993 | |
| 2005 |
|
3,578,993 | |
| 2006 |
|
3,753,573 | |
| Thereafter |
|
20,317,308 | |
| |
| ||
| $ |
38,386,853 | ||
| |
|
F-8
WELLS REAL ESTATE INVESTMENT TRUST, INC.
This pro forma information should
be read in conjunction with the financial statements and notes of Wells Real Estate Investment Trust, Inc. included in its annual report on Form 10-K for the year ended December 31, 2001 and quarterly report on Form 10-Q for period ended March 31,
2002. In addition, this pro forma information should be read in conjunction with the financial statements and notes of certain acquired properties included in this document.
The following unaudited pro forma balance sheet as of March 31, 2002 has been prepared to give effect to the second quarter 2002 acquisitions of the Novartis Atlanta
Building, the Dana Corporation Buildings, the Travelers Express Denver Buildings, the Agilent Atlanta Building, the BellSouth Ft. Lauderdale Building, the Experian/TRW Buildings and the Agilent Boston Building (collectively, the “Recent
Acquisitions”) by Wells OP as if the acquisitions occurred on March 31, 2002.
The following unaudited pro
forma statement of income for the three months ended March 31, 2002 has been prepared to give effect to the first quarter 2002 acquisitions of the Arthur Andersen Building, the Transocean Houston Building (collectively, the “2002
Acquisitions”) and the Recent Acquisitions as if the acquisitions occurred on January 1, 2001.
The following
unaudited pro forma statement of income for the year ended December 31, 2001 has been prepared to give effect to the 2001 acquisitions of the Comdata Building, the AmeriCredit Building, the State Street Bank Building, the IKON Buildings, the Ingram
Micro Building, the Lucent Building, the ADIC Buildings, the Convergys Building, the Windy Point Buildings (collectively, the “2001 Acquisitions”), the 2002 Acquisitions and the Recent Acquisitions as if the acquisitions occurred on
January 1, 2001. The Nissan Property and the Travelers Express Denver Buildings had no operations during 2001.
Wells OP is a Delaware limited partnership that was organized to own and operate properties on behalf of the Wells Real Estate Investment Trust, Inc., a Maryland corporation. As the sole general partner of Wells OP, Wells Real Estate
Investment Trust, Inc. possesses full legal control and authority over the operations of Wells OP. Accordingly, the accounts of Wells OP are consolidated with the accompanying pro forma financials statements of Wells Real Estate Investment Trust,
Inc.
These unaudited pro forma financial statements are prepared for informational purposes only and are not
necessarily indicative of future results or of actual results that would have been achieved had the acquisitions of the 2001 Acquisitions, 2002 Acquisitions and the Recent Acquisitions been consummated as of January 1, 2001.
F-9
WELLS REAL ESTATE INVESTMENT TRUST, INC.
MARCH 31, 2002
(Unaudited)
| Wells Real Estate Investment Trust, Inc. (e) |
Pro Forma Adjustments |
Pro Forma Total | ||||||||||||||||||||||||
| Recent Acquisitions |
||||||||||||||||||||||||||
| Other |
Agilent Atlanta |
BellSouth Ft. Lauderdale |
Experian/TRW |
Agilent Boston |
||||||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||||
| REAL ESTATE ASSETS, at cost: |
||||||||||||||||||||||||||
| Land |
$ |
94,273,542 |
$ |
6,658,000 |
(a) |
$ |
1,500,000 |
(a) |
$ |
1,100,000 |
|
$ |
4,000,000 |
(a) |
$ |
3,500,000 |
(a) |
$ |
111,710,440 | |||||||
| |
267,851 |
(b) |
|
61,047 |
(c) |
|
44,767 |
(c) |
|
162,791 |
(c) |
|
142,442 |
(c) |
||||||||||||
| Buildings, less accumulated depreciation of $24,814,454 |
|
563,639,005 |
|
61,724,320 |
(a) |
|
13,651,643 |
(a) |
|
5,791,748 |
(a) |
|
31,694,725 |
(a) |
|
28,343,732 |
(a) |
|
710,563,062 | |||||||
| |
2,483,162 |
(b) |
|
555,590 |
(c) |
|
235,711 |
(c) |
|
1,289,902 |
(c) |
|
1,153,524 |
(c) |
||||||||||||
| Construction in progress |
|
8,827,823 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
3,407,496 |
(a) |
|
12,235,319 | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| Total real estate assets |
|
666,740,370 |
|
71,133,333 |
|
$ |
15,768,280 |
|
|
7,172,226 |
|
|
37,147,418 |
|
|
36,547,194 |
|
|
834,508,821 | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| CASH AND CASH EQUIVALENTS |
|
187,022,573 |
|
(68,382,320 |
)(a) |
|
(15,151,643 |
)(a) |
|
(6,891,748 |
)(a) |
|
(35,694,725 |
)(a) |
|
(31,843,732 |
)(a) |
|
269,904,977 | |||||||
| |
240,846,572 |
(d) |
||||||||||||||||||||||||
| INVESTMENT IN JOINT VENTURES |
|
76,811,543 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
76,811,543 | |||||||
| INVESTMENT IN BONDS |
|
22,000,000 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
22,000,000 | |||||||
| ACCOUNTS RECEIVABLE |
|
7,697,487 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
7,697,487 | |||||||
| DEFERRED LEASE ACQUISITION COSTS |
|
1,868,674 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
1,868,674 | |||||||
| DEFERRED PROJECT COSTS |
|
7,739,896 |
|
(2,751,013 |
)(b) |
|
(616,637 |
)(c) |
|
(280,478 |
)(c) |
|
(1,452,693 |
)(c) |
|
(1,295,966 |
)(c) |
|
1,343,109 | |||||||
| DEFERRED OFFERING COSTS |
|
244,761 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
244,761 | |||||||
| DUE FROM AFFILIATES |
|
1,820,241 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
1,820,241 | |||||||
| NOTE RECEIVABLE |
|
0 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 | |||||||
| PREPAID EXPENSES AND OTHER ASSETS |
|
1,584,942 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
1,584,942 | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| Total assets |
$ |
973,530,487 |
$ |
240,846,572 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
3,407,496 |
|
$ |
1,217,784,555 | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
F-10
WELLS REAL ESTATE INVESTMENT TRUST, INC.
PRO FORMA BALANCE SHEET—(Continued)
MARCH 31, 2002
(Unaudited)
| Pro Forma Adjustments |
|||||||||||||||||||||||||
| Wells Real Estate Investment Trust,
Inc.(e) |
Recent Acquisitions |
||||||||||||||||||||||||
| Other |
Agilent Atlanta |
BellSouth Ft. Lauderdale |
Experian/TRW |
Agilent Boston |
Pro Forma Total |
||||||||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|||||||||||||||||||||||||
| LIABILITIES: |
|||||||||||||||||||||||||
| Accounts payable and accrued expenses |
$ |
8,570,735 |
|
$ |
0 |
|
$ |
0 |
$ |
0 |
$ |
0 |
$ |
3,407,496 |
(a) |
$ |
11,978,231 |
| |||||||
| Notes payable |
|
11,071,586 |
|
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
11,071,586 |
| |||||||
| Obligations under capital lease |
|
22,000,000 |
|
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
22,000,000 |
| |||||||
| Purchase consideration payable |
|
0 |
|
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
0 |
| |||||||
| Dividends payable |
|
3,657,498 |
|
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
3,657,498 |
| |||||||
| Due to affiliate |
|
990,923 |
|
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
990,923 |
| |||||||
| Deferred rental income |
|
1,567,241 |
|
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
1,567,241 |
| |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| Total liabilities |
|
47,857,983 |
|
|
0 |
|
|
0 |
|
0 |
|
0 |
|
3,407,496 |
|
|
51,265,479 |
| |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| COMMITMENTS AND CONTINGENCIES |
|||||||||||||||||||||||||
| MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP |
|
200,000 |
|
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
200,000 |
| |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| SHAREHOLDERS’ EQUITY: |
|||||||||||||||||||||||||
| Common shares, $.01 par value; 125,000,000 shares authorized, 109,331,764 shares issued and 108,472,526 outstanding at
March 31, 2002 |
|
1,093,317 |
|
|
115,200 |
(d) |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
1,208,517 |
| |||||||
| Additional paid-in capital |
|
966,577,500 |
|
|
240,731,372 |
(d) |
|
0 |
|
0 |
|
0 |
|
0 |
|
|
1,207,308,872 |
| |||||||
| Cumulative distributions in excess of earnings |
|
(33,555,824 |
) |
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
(33,555,824 |
) | |||||||
| Treasury stock, at cost, 555,040 shares |
|
(8,592,377 |
) |
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
(8,592,377 |
) | |||||||
| Other Comprehensive Loss |
|
(50,112 |
) |
|
0 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
(50,112 |
) | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| Total shareholders’ equity |
|
925,472,504 |
|
|
240,846,572 |
|
|
0 |
|
0 |
|
0 |
|
0 |
|
|
1,166,319,076 |
| |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| Total liabilities and shareholders’ equity |
$ |
973,530,487 |
|
$ |
240,846,572 |
|
$ |
0 |
$ |
0 |
$ |
0 |
$ |
3,407,496 |
|
$ |
1,217,784,555 |
| |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
(a) |
Reflects Wells Real Estate Investment Trust, Inc.’s purchase price for the land, building and liabilities assumed. |
(b) |
Reflects deferred project costs applied to the land and building at approximately 4.02% of the purchase price. |
(c) |
Reflects deferred project costs applied to the land and building at approximately 4.07% of the purchase price. |
(d) |
Reflects capital raised through issuance of additional shares subsequent to March 31, 2002 through Agilent Boston acquisition date.
|
(e) |
Historical financial information derived from quarterly report on Form 10-Q |
The accompanying notes are an integral part of this statement.
F-11
WELLS REAL ESTATE INVESTMENT TRUST, INC.
FOR THE YEAR ENDED DECEMBER 31, 2001
(Unaudited)
| Pro Forma Adjustments |
||||||||||||||||||||||||||||||||||
| Wells Real Estate Investment Trust, Inc. (f) |
Recent Acquisitions |
|||||||||||||||||||||||||||||||||
| 2001 Acquisitions |
2002 Acquisitions |
Other |
Agilent Atlanta |
BellSouth Ft. Lauderdale |
Experian/ TRW
|
Agilent Boston |
Pro Forma Total | |||||||||||||||||||||||||||
| REVENUES: |
||||||||||||||||||||||||||||||||||
| Rental income |
$ |
44,204,279 |
$ |
11,349,076 |
(a) |
$ |
3,652,361 |
(a) |
$ |
1,381,050 |
(a) |
$ |
735,944 |
(a) |
$ |
402,430 |
(a) |
$ |
3,419,425 |
(a) |
$ |
1,177,928 |
(a) |
$ |
66,322,493 | |||||||||
| Equity in income of joint ventures |
|
3,720,959 |
|
1,111,850 |
(b) |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
4,832,809 | |||||||||
| Interest income |
|
1,246,064 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
1,246,064 | |||||||||
| Take out fee |
|
137,500 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
137,500 | |||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
| |
49,308,802 |
|
12,460,926 |
|
|
3,652,361 |
|
|
1,381,050 |
|
|
735,944 |
|
|
402,430 |
|
|
3,419,425 |
|
|
1,177,928 |
|
|
72,538,866 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
| EXPENSES: |
||||||||||||||||||||||||||||||||||
| Depreciation and amortization |
|
15,344,801 |
|
5,772,761 |
(c) |
|
1,692,452 |
(c) |
|
500,883 |
(c) |
|
189,430 |
(c) |
|
241,098 |
(c) |
|
1,319,385 |
(c) |
|
393,297 |
(c) |
|
25,454,107 | |||||||||
| Interest |
|
3,411,210 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
3,411,210 | |||||||||
| Operating costs, net of reimbursements |
|
4,128,883 |
|
2,854,275 |
(d) |
|
1,293,540 |
(d) |
|
4,929 |
(d) |
|
206,800 |
(d) |
|
0 |
|
|
0 |
|
|
0 |
|
|
8,488,427 | |||||||||
| Management and leasing fees |
|
2,507,188 |
|
510,708 |
(e) |
|
164,357 |
(e) |
|
62,148 |
(e) |
|
33,117 |
(e) |
|
18,109 |
(e) |
|
153,874 |
(e) |
|
53,007 |
(e) |
|
3,502,508 | |||||||||
| General and administrative |
|
973,785 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
973,785 | |||||||||
| Amortization of deferred financing costs |
|
770,192 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
770,192 | |||||||||
| Legal and accounting |
|
448,776 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
448,776 | |||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
| |
27,584,835 |
|
9,137,744 |
|
|
3,150,349 |
|
|
567,960 |
|
|
429,347 |
|
|
259,207 |
|
|
1,473,259 |
|
|
446,304 |
|
|
43,049,005 | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
| NET INCOME |
$ |
21,723,967 |
$ |
3,323,182 |
|
$ |
502,012 |
|
$ |
813,090 |
|
$ |
306,597 |
|
$ |
143,223 |
|
$ |
1,946,166 |
|
$ |
731,624 |
|
$ |
29,489,861 | |||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
| EARNINGS PER SHARE, basic and diluted |
$ |
0.43 |
$ |
0.24 | ||||||||||||||||||||||||||||||
| |
|
|
| |||||||||||||||||||||||||||||||
| WEIGHTED AVERAGE SHARES, basic and diluted |
|
50,520,853 |
|
120,851,700 | ||||||||||||||||||||||||||||||
| |
|
|
| |||||||||||||||||||||||||||||||
(a) |
Rental income is recognized on a straight-line basis. |
(b) |
Reflects Wells Real Estate Investment Trust, Inc.’s equity in income of Wells XII-REIT Joint Venture related to the acquisition of the Comdata Building and
equity in income of Wells XIII-REIT Joint Venture related to the acquisition of the AmeriCredit Building and the ADIC Building. |
(c) |
Depreciation expense on the buildings is recognized using the straight-line method and a 25-year life. |
(d) |
Consists of nonreimbursable operating expenses. |
(e) |
Management and leasing fees are calculated at 4.5% of rental income. |
(f) |
Historical financial information derived from annual report on Form 10-K The accompanying notes are an integral part of this statement.
|
F-12
WELLS REAL ESTATE INVESTMENT TRUST, INC.
FOR THE THREE MONTHS ENDED MARCH 31, 2002
(Unaudited)
| Wells Real Estate Investment Trust, Inc. (e) |
Pro Forma Adjustments |
Pro Forma Total | ||||||||||||||||||||||||||||
| 2002 Acquisitions |
Recent Acquisitions |
|||||||||||||||||||||||||||||
| Other |
Agilent Atlanta |
BellSouth Ft. Lauderdale |
Experian/TRW |
Agilent Boston |
||||||||||||||||||||||||||
| REVENUES: |
||||||||||||||||||||||||||||||
| Rental income |
$ |
16,738,163 |
$ |
748,670 |
(a) |
$ |
1,444,245 |
(a) |
$ |
551,958 |
(a) |
$ |
201,215 |
(a) |
$ |
854,856 |
(a) |
$ |
981,606 |
(a) |
$ |
21,520,713 | ||||||||
| Equity in income of joint ventures |
|
1,206,823 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
1,206,823 | ||||||||
| Interest income |
|
1,113,715 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
1,113,715 | ||||||||
| Take out fee |
|
134,102 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
134,102 | ||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| |
19,192,803 |
|
748,670 |
|
|
1,444,245 |
|
|
551,958 |
|
|
201,215 |
|
|
854,856 |
|
|
981,606 |
|
|
23,975,353 | |||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| EXPENSES: |
||||||||||||||||||||||||||||||
| Depreciation and amortization |
|
5,744,452 |
|
201,406 |
(b) |
|
626,887 |
(b) |
|
142,072 |
(b) |
|
60,275 |
(b) |
|
329,846 |
(b) |
|
294,973 |
(b) |
|
7,399,911 | ||||||||
| Interest |
|
440,001 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
440,001 | ||||||||
| Operating costs, net of reimbursements |
|
624,698 |
|
237,375 |
(c) |
|
1,178 |
(c) |
|
155,100 |
(c) |
|
0 |
|
|
0 |
|
|
0 |
|
|
1,018,351 | ||||||||
| Management and leasing fees |
|
899,495 |
|
33,690 |
(d) |
|
64,991 |
(d) |
|
24,838 |
(d) |
|
9,055 |
(d) |
|
38,469 |
(d) |
|
44,192 |
(d) |
|
1,114,730 | ||||||||
| General and administrative |
|
529,031 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
529,031 | ||||||||
| Amortization of deferred financing costs |
|
175,462 |
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
0 |
|
|
175,462 | ||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| |
8,413,139 |
|
472,471 |
|
|
693,056 |
|
|
322,010 |
|
|
69,330 |
|
|
368,315 |
|
|
339,165 |
|
|
10,677,486 | |||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| NET INCOME |
$ |
10,779,664 |
$ |
276,199 |
|
$ |
751,189 |
|
$ |
229,948 |
|
$ |
131,885 |
|
$ |
486,541 |
|
$ |
642,441 |
|
$ |
13,297,867 | ||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
| EARNINGS PER SHARE, basic and diluted |
$ |
0.11 |
$ |
0.11 | ||||||||||||||||||||||||||
| |
|
|
| |||||||||||||||||||||||||||
| WEIGHTED AVERAGE SHARES, basic and diluted |
|
97,996,945 |
|
120,851,700 | ||||||||||||||||||||||||||
| |
|
|
| |||||||||||||||||||||||||||
(a) |
Rental income is recognized on a straight-line basis. |
(b) |
Depreciation expense on the buildings is recognized using the straight-line method and a 25-year life. |
(c) |
Consists of nonreimbursable operating expenses. |
(d) |
Management and leasing fees are calculated at 4.5% of rental income. |
(e) |
Historical financial information derived from quarterly report on Form 10-Q |
The accompanying notes are an integral part of this statement.
F-13