Table of Contents
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) August 15,
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)
Table of Contents
Wells Real Estate Investment Trust, Inc. (the
“Registrant”) hereby amends its Current Report on Form 8-K dated August 15, 2002 to provide the required financial statements of the Registrant relating to the acquisition by the Registrant of the Harcourt Austin Building on August 15,
2002, 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 | ||
| Harcourt Austin Building |
||
| F-1 | ||
| F-2 | ||
| F-3 | ||
| Wells Real Estate Investment Trust, Inc. and Subsidiary |
||
| Unaudited Pro Forma Financial Statements |
||
| F-5 | ||
| F-6 | ||
| F-8 | ||
| F-9 |
1
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Current Report 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: October 25, 2002
2
Table of Contents
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 Harcourt Austin 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 the Harcourt Austin 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
October 21, 2002
F-1
Table of Contents
HARCOURT AUSTIN BUILDING
For the year ended December 31, 2001 and the six months ended June 30, 2002
(unaudited)
| 2002 |
2001 | |||||
| (Unaudited) |
||||||
| Rental revenues |
$ |
1,770,085 |
$ |
1,770,085 | ||
| Operating expenses, net of reimbursements |
|
64,780 |
|
67,131 | ||
| |
|
|
| |||
| Revenues over certain operating expenses |
$ |
1,705,305 |
$ |
1,702,954 | ||
| |
|
|
| |||
See accompanying notes.
F-2
Table of Contents
HARCOURT AUSTIN BUILDING
For the year ended December 31, 2001 and the six months ended June
30, 2002 (unaudited)
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Real Estate Property Acquired
On August 15, 2002, the Wells Operating Partnership, L.P. (“Wells OP’) acquired the Harcourt Austin Building from Carr Development & Construction, LP
(“Carr”). 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.
Harcourt, Inc. (“Harcourt”) currently occupies the entire 195,230 rentable square feet of the seven-story office building under a lease agreement (the “Harcourt Lease”). Harcourt is a Delaware corporation owned
equally by Reed Elsevier PLC and Reed Elsevier NV whose shares are traded on the New York Stock Exchange. Carr’s interest in the Harcourt Lease was assigned to Wells OP upon acquisition of the building. The initial term of the Harcourt Lease
commenced in July 2001 and expires in June 2016. Under the Harcourt Lease, Harcourt is required to pay, as additional rent, all operating costs, including but not limited to electricity, water, sewer, insurance, taxes and a management fee not to
exceed 3.5% of rent. Furthermore, Harcourt will be required to reimburse the landlord for costs of capital improvements that are intended to reduce operating costs or improve safety and any replacement or capital repairs to the Building’s HVAC
systems. Wells OP will be responsible for maintaining and repairing the Building’s roof, structural elements and mechanical systems.
Rental Revenues
Rental income is recognized on a straight-line basis over the
term of the lease. The accompanying statements of revenues over certain operating expenses include rental revenues from the date of commencement of the Harcourt Lease in July 2001.
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 and interest. Therefore, these
statements are not comparable to the statement of operations of the Harcourt Austin Building after its acquisition by Wells OP.
F-3
Table of Contents
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 |
$ |
3,104,157 | |
| 2003 |
|
3,104,157 | |
| 2004 |
|
3,104,157 | |
| 2005 |
|
3,104,157 | |
| 2006 |
|
3,314,029 | |
| Thereafter |
|
35,819,824 | |
| |
| ||
| $ |
51,550,481 | ||
| |
|
4. INTERIM UNAUDITED FINANCIAL INFORMATION
The financial statement for the six months ended June 30, 2002 is unaudited, however, in the opinion of management, all
adjustments (consisting solely of normal, recurring adjustments) necessary for the fair presentation of the financial statement for the interim period have been included. The results of the interim period are not necessarily indicative of the
results to be obtained for a full fiscal year.
F-4
Table of Contents
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 the period ended June
30, 2002. In addition, this pro forma information should be read in conjunction with the financial statements and notes of certain acquired properties included in various Form 8-Ks previously filed.
The following unaudited pro forma balance sheet as of June 30, 2002 has been prepared to give effect to the third quarter 2002
acquisitions of the ISS Atlanta Buildings, the PacifiCare San Antonio Building, the Kerr McGee Property, the BMG Greenville Buildings, the Kraft Atlanta Building, the Nokia Dallas Buildings, the AmeriCredit Phoenix Property, the IRS Long Island
Buildings, the KeyBank Parsippany Building, the Allstate Indianapolis Building, the Federal Express Colorado Springs Building, the EDS Des Moines Building, the Intuit Dallas Building, the Daimler Chrysler Dallas Building (collectively, the
“Other Recent Acquisitions”) and the Harcourt Austin Building (“Harcourt Austin”) by Wells OP as if the acquisitions occurred on June 30, 2002.
The following unaudited pro forma statement of income for the six months ended June 30, 2002 has been prepared to give effect to the first and second quarter 2002
acquisitions of the Arthur Andersen Building, the Transocean Houston Building, 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, the Agilent Boston Building, the TRW Denver Building, the MFS Phoenix Building (collectively, the “2002 Acquisitions”), Harcourt Austin and the Other Recent Acquisitions as if the acquisitions occurred
on January 1, 2001. The Kerr McGee Property and the AmeriCredit Phoenix Property had no operations during the six months ended June 30, 2002.
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,
Harcourt Austin and the Other Recent Acquisitions as if the acquisitions occurred on January 1, 2001. The Nissan Property, the Travelers Express Denver Buildings, the Kerr McGee Property, the AmeriCredit Phoenix Property and the EDS Des Moines
Building 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 financial 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, the 2002 Acquisitions, Harcourt Austin and the Other Recent Acquisitions been consummated as of January 1, 2001.
F-5
Table of Contents
WELLS REAL ESTATE INVESTMENT TRUST, INC.
June 30, 2002
(Unaudited)
| Wells Real Estate Investment Trust,
Inc.(i) |
Pro Forma Adjustments |
Pro Forma Adjustments |
|||||||||||||||
| Harcourt Austin |
Pro Forma Subtotal |
Other Recent Acquisitions |
Pro Forma Total | ||||||||||||||
| ASSETS |
|||||||||||||||||
| REAL ESTATE ASSETS, at cost: |
|||||||||||||||||
| Land |
$ |
110,330,449 |
$ |
5,860,000 |
(a) |
$ |
116,428,937 |
$ |
45,699,368 |
(a) |
$ |
163,989,961 | |||||
| |
238,488 |
(b) |
|
1,861,656 |
(b) |
||||||||||||
| Buildings, less accumulated depreciation of $37,717,737 |
|
689,490,969 |
|
33,143,323 |
(a) |
|
723,983,148 |
|
440,052,286 |
(a) |
|
1,181,968,343 | |||||
| |
1,348,856 |
(b) |
|
17,932,909 |
(b) |
||||||||||||
| Construction in progress |
|
16,081,841 |
|
0 |
|
|
16,081,841 |
|
379,901 |
(a) |
|
16,461,742 | |||||
| |
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total real estate assets |
|
815,903,259 |
|
40,590,667 |
|
|
856,493,926 |
|
505,926,120 |
|
|
1,362,420,046 | |||||
| |
|
|
|
|
|
|
|
|
|
|
| ||||||
| CASH AND CASH EQUIVALENTS |
|
341,909,775 |
|
(39,003,323 |
)(a) |
|
491,077,222 |
|
(475,178,397 |
)(a) |
|
185,098,497 | |||||
| |
194,995,616 |
(c) |
|
170,333,396 |
(d) |
||||||||||||
| |
(6,824,846 |
)(e) |
|
(5,961,669 |
)(e) |
||||||||||||
| |
4,827,945 |
(h) |
|||||||||||||||
| INVESTMENT IN JOINT VENTURES |
|
76,217,870 |
|
0 |
|
|
76,217,870 |
|
0 |
|
|
76,217,870 | |||||
| INVESTMENT IN BONDS |
|
22,000,000 |
|
0 |
|
|
22,000,000 |
|
32,500,000 |
(f) |
|
54,500,000 | |||||
| ACCOUNTS RECEIVABLE |
|
10,709,104 |
|
0 |
|
|
10,709,104 |
|
0 |
|
|
10,709,104 | |||||
| DEFERRED LEASE ACQUISITION COSTS, NET |
|
1,790,608 |
|
0 |
|
|
1,790,608 |
|
0 |
|
|
1,790,608 | |||||
| DEFERRED PROJECT COSTS |
|
14,314,914 |
|
(1,587,344 |
)(b) |
|
19,552,416 |
|
(19,794,565 |
)(b) |
|
5,719,520 | |||||
| |
6,824,846 |
(e) |
|
5,961,669 |
(e) |
||||||||||||
| DEFERRED OFFERING COSTS |
|
1,392,934 |
|
0 |
|
|
1,392,934 |
|
0 |
|
|
1,392,934 | |||||
| DUE FROM AFFILIATES |
|
1,897,309 |
|
0 |
|
|
1,897,309 |
|
0 |
|
|
1,897,309 | |||||
| NOTE RECEIVABLE |
|
5,149,792 |
|
0 |
|
|
5,149,792 |
|
0 |
|
|
5,149,792 | |||||
| PREPAID EXPENSES AND OTHER ASSETS, NET |
|
1,881,308 |
|
0 |
|
|
1,881,308 |
|
967,410 |
(a) |
|
2,848,718 | |||||
| |
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total assets |
$ |
1,293,166,873 |
$ |
194,995,616 |
|
$ |
1,488,162,489 |
$ |
219,581,909 |
|
$ |
1,707,744,398 | |||||
| |
|
|
|
|
|
|
|
|
|
|
| ||||||
F-6
Table of Contents
| Wells Real Estate Investment Trust, Inc.(i) |
Pro Forma Adjustments |
Pro Forma Subtotal |
Pro Forma Adjustments |
Pro Forma Total |
||||||||||||||||
| Harcourt Austin |
Other Recent Acquisitions |
|||||||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||||||||||||||
| LIABILITIES: |
||||||||||||||||||||
| Accounts payable and accrued expenses |
$ |
11,840,214 |
|
$ |
0 |
|
$ |
11,840,214 |
|
$ |
217,807 |
(a) |
$ |
12,058,021 |
| |||||
| Notes payable |
|
15,658,141 |
|
|
0 |
|
|
15,658,141 |
|
|
11,702,761 |
(a) |
|
27,360,902 |
| |||||
| Obligations under capital lease |
|
22,000,000 |
|
|
0 |
|
|
22,000,000 |
|
|
32,500,000 |
(g) |
|
54,500,000 |
| |||||
| Dividends payable |
|
4,538,635 |
|
|
0 |
|
|
4,538,635 |
|
|
0 |
|
|
4,538,635 |
| |||||
| Due to affiliate |
|
2,106,790 |
|
|
0 |
|
|
2,106,790 |
|
|
0 |
|
|
2,106,790 |
| |||||
| Deferred rental income |
|
1,013,544 |
|
|
0 |
|
|
1,013,544 |
|
|
4,827,945 |
(h) |
|
5,841,489 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total liabilities |
|
57,157,324 |
|
|
0 |
|
|
57,157,324 |
|
|
49,248,513 |
|
|
106,405,837 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| COMMITMENTS AND CONTINGENCIES |
||||||||||||||||||||
| MINORITY INTEREST OF UNIT HOLDER IN OPERATING PARTNERSHIP |
|
200,000 |
|
|
0 |
|
|
200,000 |
|
|
0 |
|
|
200,000 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| SHAREHOLDERS’ EQUITY: |
||||||||||||||||||||
| Common shares, $.01 par value; 125,000,000 shares authorized, 145,589,053 shares issued and 144,366,772 outstanding at
June 30, 2002 |
|
1,455,890 |
|
|
194,996 |
(c) |
|
1,650,886 |
|
|
170,333 |
(d) |
|
1,821,219 |
| |||||
| Additional paid-in capital |
|
1,290,858,515 |
|
|
194,800,620 |
(c) |
|
1,485,659,135 |
|
|
170,163,063 |
(d) |
|
1,655,822,198 |
| |||||
| Cumulative distributions in excess of earnings |
|
(43,991,669 |
) |
|
0 |
|
|
(43,991,669 |
) |
|
0 |
|
|
(43,991,669 |
) | |||||
| Treasury stock, 1,222,381 at cost, shares |
|
(12,223,808 |
) |
|
0 |
|
|
(12,223,808 |
) |
|
0 |
|
|
(12,223,808 |
) | |||||
| Other comprehensive loss |
|
(289,379 |
) |
|
0 |
|
|
(289,379 |
) |
|
0 |
|
|
(289,379 |
) | |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total shareholders’ equity |
|
1,235,809,549 |
|
|
194,995,616 |
|
|
1,430,805,165 |
|
|
170,333,396 |
|
|
1,601,138,561 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| Total liabilities and shareholders’ equity |
$ |
1,293,166,873 |
|
$ |
194,995,616 |
|
$ |
1,488,162,489 |
|
$ |
219,581,909 |
|
$ |
1,707,744,398 |
| |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
(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 4.07% of the cash paid for purchase. |
(d) |
Reflects capital raised through issuance of additional shares subsequent to June 30, 2002 through Harcourt Austin Acquisition. |
(e) |
Reflects capital raised through issuance of additional shares subsequent to Harcourt Austin acquisition date through date of the latest Other Recent
Acquisition. |
(f) |
Reflects deferred project costs capitalized as a result of additional capital raised described in notes (c) and (d) above. |
(g) |
Reflects investment in bonds for which 100% of the principal balance becomes payable on December 1, 2015. |
(h) |
Reflects prepaid rent received for the first three years of the AmeriCredit Lease Agreement. |
(i) |
Historical financial information derived from quarterly report on Form 10-Q. |
The accompanying notes are an integral part of this statement.
F-7
Table of Contents
WELLS REAL ESTATE INVESTMENT TRUST, INC.
For the Year Ended December 31, 2001
(Unaudited)
| Wells Real Estate Investment Trust, Inc.(f) |
Pro Forma Adjustments |
Pro Forma Subtotal |
Pro Forma Adjustments |
Pro Forma Total | |||||||||||||||||||||
| 2001 Acquisitions |
2002 Acquisitions |
Harcourt Austin |
Other Recent Acquisitions |
||||||||||||||||||||||
| REVENUES: |
|||||||||||||||||||||||||
| Rental income |
$ |
44,204,279 |
$ |
11,349,076 |
(a) |
$ |
14,846,431 |
(a) |
$ |
1,770,085 |
(a) |
$ |
72,169,871 |
$ |
37,999,004 |
(a) |
$ |
110,168,875 | |||||||
| Equity in income of joint ventures |
|
3,720,959 |
|
1,111,850 |
(b) |
|
0 |
|
|
0 |
|
|
4,832,809 |
|
0 |
|
|
4,832,809 | |||||||
| Interest income |
|
1,246,064 |
|
0 |
|
|
0 |
|
|
0 |
|
|
1,246,064 |
|
0 |
|
|
1,246,064 | |||||||
| Take out fee |
|
137,500 |
|
0 |
|
|
0 |
|
|
0 |
|
|
137,500 |
|
0 |
|
|
137,500 | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| |
49,308,802 |
|
12,460,926 |
|
|
14,846,431 |
|
|
1,770,085 |
|
|
78,386,244 |
|
37,999,004 |
|
|
116,385,248 | ||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| EXPENSES: |
|||||||||||||||||||||||||
| Depreciation |
|
15,344,801 |
|
5,772,761 |
(c) |
|
5,356,374 |
(c) |
|
689,844 |
(c) |
|
27,163,780 |
|
14,750,976 |
(c) |
|
41,914,756 | |||||||
| Interest |
|
3,411,210 |
|
0 |
|
|
0 |
|
|
0 |
|
|
3,411,210 |
|
0 |
|
|
3,411,210 | |||||||
| Operating costs, net of reimbursements |
|
4,128,883 |
|
2,854,275 |
(d) |
|
1,505,269 |
(d) |
|
0 |
|
|
8,488,427 |
|
2,163,074 |
(d) |
|
10,651,501 | |||||||
| Management and leasing fees |
|
2,507,188 |
|
510,708 |
(e) |
|
668,090 |
(e) |
|
79,654 |
(e) |
|
3,765,640 |
|
1,502,712 |
(e) |
|
5,268,352 | |||||||
| General and administrative |
|
973,785 |
|
0 |
|
|
0 |
|
|
0 |
|
|
973,785 |
|
0 |
|
|
973,785 | |||||||
| Amortization of deferred financing costs |
|
770,192 |
|
0 |
|
|
0 |
|
|
0 |
|
|
770,192 |
|
0 |
|
|
770,192 | |||||||
| Legal and accounting |
|
448,776 |
|
0 |
|
|
0 |
|
|
0 |
|
|
448,776 |
|
0 |
|
|
448,776 | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| |
27,584,835 |
|
9,137,744 |
|
|
7,529,733 |
|
|
769,498 |
|
|
45,021,810 |
|
18,416,762 |
|
|
63,438,572 | ||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| NET INCOME |
$ |
21,723,967 |
$ |
3,323,182 |
|
$ |
7,316,698 |
|
$ |
1,000,587 |
|
$ |
33,364,434 |
$ |
19,582,242 |
|
$ |
52,946,676 | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
| EARNINGS PER SHARE, basic and diluted |
$ |
0.43 |
$ |
0.20 |
$ |
0.29 | |||||||||||||||||||
| |
|
|
|
|
| ||||||||||||||||||||
| WEIGHTED AVERAGE SHARES, basic and diluted |
|
50,520,853 |
|
164,423,411 |
|
180,899,673 | |||||||||||||||||||
| |
|
|
|
|
| ||||||||||||||||||||
(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 Buildings. |
(c) |
Depreciation expense on the buildings is recognized using the straight-line method and a 25-year life. |
(d) |
Consists of operating expenses, net of reimbursements. |
(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-8
Table of Contents
WELLS REAL ESTATE INVESTMENT TRUST, INC.
For the Six Months Ended June 30, 2002
(Unaudited)
| Wells Real Estate Investment Trust, Inc.(e) |
Pro Forma Adjustments |
Pro Forma Subtotal |
Pro Forma Adjustments |
Pro Forma Total | |||||||||||||||||
| 2002 Acquisitions |
Harcourt Austin |
Other Recent Acquisitions |
|||||||||||||||||||
| REVENUES: |
|||||||||||||||||||||
| Rental income |
$ |
38,571,815 |
$ |
7,307,774 |
(a) |
$ |
1,770,085 |
(a) |
$ |
47,649,674 |
$ |
24,490,485 |
(a) |
$ |
72,140,159 | ||||||
| Equity in income of joint ventures |
|
2,478,686 |
|
0 |
|
|
0 |
|
|
2,478,686 |
|
0 |
|
|
2,478,686 | ||||||
| Interest income |
|
2,648,351 |
|
0 |
|
|
0 |
|
|
2,648,351 |
|
0 |
|
|
2,648,351 | ||||||
| Take out fee |
|
134,102 |
|
0 |
|
|
0 |
|
|
134,102 |
|
0 |
|
|
134,102 | ||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| |
43,832,954 |
|
7,307,774 |
|
|
1,770,085 |
|
|
52,910,813 |
|
24,490,485 |
|
|
77,401,298 | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| EXPENSES: |
|||||||||||||||||||||
| Depreciation |
|
12,903,282 |
|
2,588,546 |
(b) |
|
689,844 |
(b) |
|
16,181,672 |
|
8,802,711 |
(b) |
|
24,984,383 | ||||||
| Interest |
|
880,002 |
|
0 |
|
|
0 |
|
|
880,002 |
|
0 |
|
|
880,002 | ||||||
| Operating costs, net of reimbursements |
|
2,063,997 |
|
300,018 |
(c) |
|
0 |
|
|
2,364,015 |
|
1,524,894 |
(c) |
|
3,888,909 | ||||||
| Management and leasing fees |
|
1,903,082 |
|
328,850 |
(d) |
|
79,654 |
(d) |
|
2,311,586 |
|
963,636 |
(d) |
|
3,275,222 | ||||||
| General and administrative |
|
1,121,457 |
|
0 |
|
|
0 |
|
|
1,121,457 |
|
0 |
|
|
1,121,457 | ||||||
| Amortization of deferred financing costs |
|
424,992 |
|
0 |
|
|
0 |
|
|
424,992 |
|
0 |
|
|
424,992 | ||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| |
19,296,812 |
|
3,217,414 |
|
|
769,498 |
|
|
23,283,724 |
|
11,291,241 |
|
|
34,574,965 | |||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| NET INCOME |
$ |
24,536,142 |
$ |
4,090,360 |
|
$ |
1,000,587 |
|
$ |
29,627,089 |
$ |
13,199,244 |
|
$ |
42,826,333 | ||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
| EARNINGS PER SHARE, basic and diluted |
$ |
0.22 |
$ |
0.18 |
$ |
0.24 | |||||||||||||||
| |
|
|
|
|
| ||||||||||||||||
| WEIGHTED AVERAGE SHARES, basic and diluted |
|
110,885,641 |
|
164,423,411 |
|
180,899,673 | |||||||||||||||
| |
|
|
|
|
| ||||||||||||||||
(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 operating expenses, net of reimbursements. |
(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-9