<PAGE>
Pursuant to Rule 424(b)(3)
Commission No. 333-32099
WELLS REAL ESTATE INVESTMENT TRUST, INC.
SUPPLEMENT NO. 8 DATED JUNE 15, 1999 TO THE PROSPECTUS
DATED JANUARY 30, 1998
This document supplements, and should be read in conjunction with, the
Prospectus of Wells Real Estate Investment Trust, Inc. dated January 30, 1998,
as supplemented and amended by Supplement No. 1 dated April 20, 1998, Supplement
No. 2 dated June 30, 1998, Supplement No. 3 dated August 12, 1998, Supplement
No. 6 dated January 15, 1999 and Supplement No. 7 dated April 15, 1999
(collectively, the "Prospectus"). Supplement No. 6 included the information in
and superseded Supplement No. 4 dated November 1, 1998 and Supplement No. 5
dated December 14, 1998. Unless otherwise defined herein, capitalized terms used
in this Supplement shall have the same meanings as set forth in the Prospectus.
The purpose of this Supplement is to describe the following:
(i) The status of the offering of shares of common stock in Wells Real
Estate Investment Trust, Inc. (the "Company");
(ii) Revisions to the "Plan of Distribution" section of the Prospectus;
(iii) The acquisition of an interest in an industrial building in
Greenville County, South Carolina;
(iv) Revisions to the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" section of the Prospectus; and
(v) Audited financial statements relating to the EYBL CarTex Building and
unaudited pro forma financial statements of the Company.
Status of the Offering
Pursuant to the Prospectus, the offering of shares in the Company commenced
on January 30, 1998. The Company commenced operations on June 5, 1998, upon the
acceptance of subscriptions for the minimum offering of $1,250,000 (125,000
shares). As of May 31, 1999, the Company had raised a total of $70,839,115 in
offering proceeds (7,083,912 shares).
Plan of Distribution
The information contained on page 74 in the "PLAN OF DISTRIBUTION" section
of the Prospectus is revised as of the date of this Supplement by the deletion
of the third full paragraph on that page and the insertion of the following in
lieu thereof:
Executive officers and directors of the Company, as well as officers and
employees of the Advisor or other Affiliates, may purchase Shares offered
in this Offering at a discount. The purchase price for such Shares shall be
$9.05 per Share reflecting the amount of selling commissions and dealer
manager fees that will not be payable in connection with such sales. The
net proceeds to the Company will not be affected by such sales of Shares at
a discount. The Advisor and its Affiliates shall be expected to hold Shares
purchased as shareholders for investment and not with a view
<PAGE>
towards distribution. In addition, Shares purchased by the Advisor or its
Affiliates shall not be entitled to vote on any matter presented to the
shareholders for a vote.
The information contained on page 77 in the "PLAN OF DISTRIBUTION" section
of the Prospectus, as previously amended by Supplement No. 1 and Supplement No.
7 to the Prospectus, is revised as of the date of this Supplement by the
deletion of the second full paragraph on that page and the insertion of the
following in lieu thereof:
In addition, subscribers for Shares may agree with their participating
broker-dealers and the Dealer Manager to have selling commissions due with
respect to the purchase of their Shares paid over a six year period
pursuant to a deferred commission arrangement (the "Deferred Commission
Option"). Shareholders electing the Deferred Commission Option will be
required to pay a total of $9.40 per share purchased upon subscription,
rather than $10.00 per Share, with respect to which $0.10 per Share will be
payable as commissions due upon subscription. For the period of six years
following subscription, $0.10 per Share will be deducted on an annual basis
from dividends or other cash distributions otherwise payable to the
Shareholders and used by the Company to pay deferred commission
obligations. The net proceeds to the Company will not be affected by the
election of the Deferred Commission Option. Under this arrangement, a
Shareholder electing the Deferred Commission Option will pay a 1%
commission upon subscription, rather than a 7% commission, and an amount
equal to a 1% commission per year thereafter for the next six years will be
deducted from dividends or other cash distributions otherwise payable to
such Shareholder and used by the Company to satisfy commission obligations.
The foregoing commission amounts may be adjusted with approval of the
Dealer Manager by application of the volume discount provisions previously
described on page 75 of the Prospectus.
Shareholders electing the Deferred Commission Option who are subject to
federal income taxation will incur tax liability for dividends or other
cash distributions otherwise payable to them with respect to their Shares
even though such dividends or other cash distributions will be withheld
from such Shareholders and will instead be paid to third parties to satisfy
commission obligations.
Investors who wish to elect the Deferred Commission Option should make
the election on their Subscription Agreement Signature Page. Election of
the Deferred Commission Option shall authorize the Company to withhold
dividends or other cash distributions otherwise payable to such Shareholder
for the purpose of paying commissions due under the Deferred Commission
Option; provided, however, that in no event may the Company withhold in
excess of $0.60 per Share in the aggregate under the Deferred Commission
Option. Such dividends or cash distributions otherwise payable to
Shareholders may be pledged by the Company, the Dealer Manager, the Advisor
or their Affiliates to secure one or more loans, the proceeds of which
would be used to satisfy sales commission obligations.
In the event that Listing of the Shares occurs or is reasonably
anticipated to occur at any time prior to the satisfaction of the Company's
remaining commission obligations, the remaining commissions due under the
Deferred Commission Option may be accelerated by the Company. In such
event, the Company shall provide notice of such acceleration to
Shareholders who have elected the Deferred Commission Option. The amount of
the remaining commissions due shall be deducted and paid by the Company out
of dividends or other cash distributions otherwise payable to such
Shareholders
2
<PAGE>
during the time period prior to Listing; provided that, in no event may the
Company withhold in excess of $0.60 per Share in the aggregate. To the
extent that the distributions during such time period are insufficient to
satisfy the remaining commissions due, the obligation of the Company and
its Shareholders to make any further payments of deferred commissions under
the Deferred Commission Option shall terminate, and participating broker-
dealers will not be entitled to receive any further portion of their
deferred commissions following Listing of the Company's shares.
The EYBL CarTex Building
Purchase of the EYBL CarTex Building. On May 18, 1999, Wells Real Estate, LLC
- -------------------------------------
SC I ("Wells LLC"), a Georgia limited liability company wholly owned by The
Wells Fund XIREIT Joint Venture (the "Joint Venture"), acquired an industrial
building located in Fountain Inn, South Carolina (the "EYBL CarTex Building").
The Joint Venture is a joint venture partnership between Wells Operating
Partnership, L.P., the operating partnership of the Company, and Wells Real
Estate Fund XI, L.P. ("Wells Fund XI"), a Georgia limited partnership affiliated
with the Company. The Joint Venture was formed on May 1, 1999 for the purpose of
acquiring, owning, leasing, operating and managing real properties. Wells LLC
was formed by the Joint Venture solely for the purpose of acquiring, owning and
operating the EYBL CarTex Building.
Wells LLC purchased the EYBL CarTex Building from Liberty Property Limited
Partnership, a Pennsylvania limited partnership (the "Seller"), pursuant to an
Agreement of Sale and Purchase (the "Contract") with the Seller. The original
purchaser under the Contract was Wells Capital, Inc., the Advisor of the
Company. Wells Capital, Inc. assigned its rights under the Contract to Wells LLC
at closing. The Seller is not in any way affiliated with the Company or the
Advisor.
The purchase price for the EYBL CarTex Building was $5,085,000. Wells LLC
also incurred additional acquisition expenses in connection with the purchase of
the EYBL CarTex Building, including attorneys' fees, recording fees and other
closing costs, of approximately $37,000.
Wells OP contributed $3,592,000 to the Joint Venture and holds an equity
percentage interest in the Joint Venture of approximately 70.1% for its share of
the purchase of the EYBL CarTex Building. Wells Fund XI contributed $1,530,000
to the Joint Venture and holds an equity percentage interest in the Joint
Venture of approximately 29.9% for its share of the purchase. All income, loss,
profit, net cash flow, resale gain and sale proceeds of the Joint Venture are
allocated and distributed between Wells OP and Wells Fund XI based upon their
respective capital contributions to the Joint Venture.
Description of the Building and the Site. The EYBL CarTex Building is an
- -----------------------------------------
industrial building consisting of a total of 169,510 square feet comprised of
approximately 140,580 square feet of manufacturing space, 25,300 square feet of
two-story office space and 3,360 square feet of cafeteria/training space. An
addition to the EYBL CarTex Building was constructed in 1989, which consisted of
an additional 64,000 square feet of warehouse space located in the manufacturing
portion of the building. The building is constructed of concrete tilt-up panels
and has an interior height of 28 feet. The construction of each portion of the
building is very similar, utilizing slabs-on-grade, CMU foundation walls at the
truck docks, structural tilt-up insulated concrete panels and structural steel
columns on concrete footings. Four dock-high doors with
3
<PAGE>
hydraulic dock levelers are provided along the south side of the building. The
exterior of the office area is primarily made of a brick veneer.
All roof and mezzanine floor structures are constructed of steel trusses,
beams and girders, with metal decking. Each portion of the building is protected
by a single-ply mechanically-fastened membrane roof system, which was
manufactured by J.P. Stevens. The manufacturer of the roof recently reviewed the
application and issued a ten-year warranty.
The property was developed in the early 1980s on a site of approximately
11.94 acres. The site is located at 111 SouthChase Boulevard in the SouthChase
Industrial Park, which is located adjacent to I-385 in southwest Greenville. The
site has easy access to I-85. The current configuration of the parking lot
allows for approximately 252 spaces for vehicles, which has proven adequate for
the current tenant. The landscaping at the facility is in good condition and is
consistent with the quality level of the entire complex.
An independent appraisal of the EYBL CarTex Building was prepared by CB
Richard Ellis, real estate appraisers, as of April 27, 1999. The appraisers
estimated the market value of the land and the leased fee interest subject to
the Lease (described below) to be $5,250,000, in cash or terms equivalent to
cash. This value estimate was based upon a number of assumptions, including that
the EYBL CarTex Building will continue operating at a stabilized level with EYBL
CarTex occupying 100% of the rentable area. The value estimate set forth in the
appraisal is not necessarily an accurate reflection of the fair market value of
the property.
Prior to closing, the Joint Venture also obtained an environmental report
prepared by Law Engineering and Environmental Testing, Inc., evidencing that the
environmental condition of the land and the EYBL CarTex Building was
satisfactory.
Greenville County is the hub of the metropolitan statistical area ("MSA")
which also includes Spartanburg, Anderson, Pickens and Cherokee Counties. During
the period from 1990 to 1998, Greenville County's labor force has grown by
approximately 12%. During that same time period, the unemployment rate in
Greenville County and the surrounding MSA has decreased significantly.
Within the last two decades, the economic base has diversified from the
once dominant textile industry toward other types of industries. During that
time period, several corporations, including Michelin, BMW Manufacturing
Corporation, Umbra Apparel and Boldwater Paper Products, have moved their North
American or national headquarters into the area. The largest and most
significant of these was the decision in 1992 by BMW Manufacturing Corporation
to construct a $600 million facility near Spartanburg. As of April 27, 1999,
this facility employed over 2,000 people. BMW's announcement led to the
relocation of several auto parts manufacturers into the region, as well as other
supportive industries. The result of the recent corporate relocations and the
marketing efforts of local authorities as been a substantial flow of capital
into the area, elevating metropolitan Greenville to the second highest MSA in
the nation in terms of capital investment.
The Lease. The entire 169,510 rentable square feet of the EYBL CarTex Building
- ---------
is currently leased to EYBL CarTex, Inc., a South Carolina corporation ("EYBL
CarTex"), pursuant to an Agreement of Lease dated February 13, 1998, as amended
by First Amendment to Agreement of Lease dated July 24, 1998 and Second
Amendment to Agreement of Lease dated November 4, 1998 (the "Lease"). The Lease
was assigned to Wells LLC at the closing with the result that
4
<PAGE>
Wells LLC is now the landlord under the Lease.
EYBL CarTex produces automotive textiles for BMW, as well as for Mercedes,
GM Bali, VW Mexico and Golf A4, and is 100% owned by EYBL International, AG,
Krems/Austria. This company, which was founded in 1868, had 2,000 employees at
the end of 1998 and sales in 1998 of $260 million. EYBL International is the
world's largest producer of circular knit textile products and loop pile plushes
for the automotive industry. It has plants in Austria, Germany, Hungary,
Slovakia, Brazil and the U.S. (the EYBL CarTex Building). Recent financial
information for EYBL International is as follows:
($ U.S. millions*) 1998 1997 1996
------ ------ ------
Sales $264.4 $200.4 $168.3
Net Income $ 9.4 $ 5.4 $ 2.1
Net Worth $ 49.7 $ 17.2 $ 12.3
* Based upon the 4/8/99 conversion rate of 12.7 schillings to 1.0 U.S. $
In North America, EYBL CarTex supplies customers in the U.S. and Mexico.
The capacity of this plant was raised in 1998 as a result of the contract with
VW Mexico and will consist of 16 circular knitting machines as of March 1999.
EYBL CarTex does not produce separate financial statements.
The initial term of the Lease is ten years, which commenced on March 1,
1998, and expires in February 2008. EYBL CarTex has the right to extend the
Lease for two additional five year periods of time. Each extension option must
be exercised by giving notice to the landlord at least 12 months prior to the
expiration date of the then-current lease term.
The base rent payable under the Lease for the remainder of the lease term
is as follows:
- -------------------------------------------------------------------------------
Lease Year Annual Rent Monthly Rent
---------- ----------- ------------
2 $508,530.00 $42,377.50
3 $508,530.00 $42,377.50
4 $508,530.00 $42,377.50
5 $550,907.50 $45,908.95
6 $550,907.50 $45,908.95
7 $593,285.00 $49,440.42
8 $593,285.00 $49,440.42
9 $610,236.00 $50,853.00
10 $610,236.00 $50,853.00
- -------------------------------------------------------------------------------
The monthly base rent payable for each extended term of the Lease will be
equal to the fair market rent as submitted by the landlord. If the tenant does
not agree to the proposed rent by the landlord for the extension term, the
tenant may require that the fair market rent be determined by three appraisers,
one of which will be selected by the tenant, one selected by the landlord and
one selected by the first two appraisers.
5
<PAGE>
Under the Lease, EYBL CarTex is required to pay as additional rent all real
estate taxes, special assessments, utilities, taxes, insurance and other
operating costs with respect to the EYBL CarTex Building during the term of the
Lease. In addition, EYBL CarTex is responsible for all routine maintenance and
repairs to the EYBL CarTex Building. Wells LLC, as landlord, is responsible for
maintenance of the footings and foundations and the structural steel columns and
girders associated with the building.
Under the Lease, EYBL CarTex has an option to purchase the EYBL CarTex
Building at the expiration of the initial lease term by giving notice to Wells
LLC by March 1, 2007. Within 30 days after the landlord receives notice of the
tenant's intent to exercise its purchase option, the landlord is required to
submit a proposed purchase price for the EYBL CarTex Building based upon its
good faith estimate of the fair market value of the building. If the tenant does
not agree to the proposed purchase price, the tenant may require that the
purchase price be established by three appraisers, one selected by the tenant,
one selected by the landlord and one selected by the first two appraisers. In no
event, however, will the purchase price under the purchase option be less than
$5,500,000.
Pursuant to a Lease Commission Agreement dated February 12, 1998, between
the Seller and The McNamara Company, Inc., Wells LLC is required to pay annual
brokerage commissions of $13,787 to The McNamara Company, Inc., an unaffiliated
real estate brokerage which procured the Lease.
Property Management Fees. Wells Management Company, Inc. ("Wells Management"),
- ------------------------
an Affiliate of the Company and the Advisor, has been retained to manage and
lease the EYBL CarTex Building. Wells LLC will pay management and leasing fees
to Wells Management in the amount of 4.5% of gross revenues from the EYBL CarTex
Building on a monthly basis.
Management's Discussion and Analysis of Financial Condition and Results of
Operation.
The information contained on page 46 in the "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section of the
Prospectus is revised as of the date of this Supplement by the deletion of the
first paragraph of that section and the insertion of the following paragraph in
lieu thereof:
The Company commenced operations on June 5, 1998, upon the acceptance
of subscriptions for the minimum offering of $1,250,000 (125,000 Shares).
As of May 31, 1999, the Company had raised a total of $70,839,115 in
offering proceeds (7,083,912 Shares), and had paid $2,479,369 in
acquisition and advisory fees and acquisition expenses and $8,854,889 in
selling commissions and organizational and offering expenses. As of May 31,
1999, the Company had invested $48,070,328 in properties and was holding
net offering proceeds of $11,434,529 available for investment in additional
properties.
Financial Statements and Exhibits.
The Statements of Revenues over Certain Operating Expenses of the EYBL
CarTex Building for the year ended December 31, 1998, included in this
Supplement in Appendix F, have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included in reliance upon the authority of said firm as experts in giving said
report. The Statements of Revenues over Certain Operating Expenses of the EYBL
CarTex Building for the three months ended March 31, 1999, and the pro forma
financial
6
<PAGE>
information for Wells Real Estate Investment Trust, Inc. as of December 31, 1998
and for the three months ended March 31, 1999 have not been audited.
7
<PAGE>
APPENDIX F
INDEX TO FINANCIAL STATEMENTS
Page
----
EYBL CarTex Building
Audited Financial Statements
Report of Independent Public Accountants F-1
Statements of Revenues Over Certain Operating
Expenses for the year ended December 31, 1998 (Audited)
and for the three months ended March 31, 1999 (Unaudited) F-2
Notes to Statements of Revenues Over Certain
Operating Expenses for the year ended December
31, 1998 (Audited) and for the three months ended
March 31, 1999 (Unaudited) F-3
Wells Real Estate Investment Trust, Inc.
Unaudited Pro Forma Financial Statements
Summary of Unaudited Pro Forma Financial Statements F-5
Pro Forma Balance Sheet as of March 31, 1999 F-6
Pro Forma Income Statement for the period ending
December 31, 1998 F-7
Pro Forma Income Statement for the period ending
March 31, 1999 F-8
8
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Wells Real Estate Investment Trust, Inc.:
We have audited the accompanying statement of revenues over certain operating
expenses for the EYBL CARTEX BUILDING for the year ended December 31, 1998. This
financial statement is the responsibility of management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
As described in Note 2, this financial statement excludes certain expenses that
would not be comparable with those resulting from the operations of the EYBL
CarTex building after acquisition by the Wells Fund XI REIT Joint Venture (a
joint venture between the Wells Operating Partnership, L.P. [on behalf of Wells
Real Estate Investment Trust, Inc.] and Wells Real Estate Fund XI, L.P.). 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 and is not intended to be a complete presentation of the
EYBL CarTex Building's revenues and expenses.
In our opinion, the statement of revenues over certain operating expenses
presents fairly, in all material respects, the revenues over certain operating
expenses of the EYBL CarTex Building for the year ended December 31, 1998 in
conformity with generally accepted accounting principles.
/s/ Arthur Andersen LLP
- -----------------------
Atlanta, Georgia
May 21, 1999
F-1
<PAGE>
EYBL CARTEX BUILDING
STATEMENTS OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1998 AND
FOR THE THREE MONTHS ENDED MARCH 31, 1999
1998 1999
---- ----
(Unaudited)
RENTAL REVENUES $213,330 $63,990
OPERATING EXPENSES, NET OF REIMBURSEMENTS 14,343 0
-------- -------
REVENUES OVER CERTAIN OPERATING EXPENSES $198,987 $63,990
======== =======
The accompanying notes are an integral part of these statements.
F-2
<PAGE>
EYBL CARTEX BUILDING
NOTES TO STATEMENTS OF REVENUES
OVER CERTAIN OPERATING EXPENSES
FOR THE YEAR ENDED DECEMBER 31, 1998 AND
FOR THE THREE MONTHS ENDED MARCH 31, 1999
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Description of Real Estate Property Acquired
The EYBL CarTex Building is an industrial building consisting of a total of
169,510 square feet. On May 18, 1999, Wells Real Estate, LLC - SC I ("Wells
LLC"), a Georgia limited liability company wholly owned by the Wells
Fund XI-REIT Joint Venture (the "Joint Venture"), acquired an industrial
building located in Fountain Inn, unincorporated Greenville County, South
Carolina (the "EYBL CarTex Building"). Wells LLC purchased the EYBL CarTex
Building from Liberty Property Trust, a Pennsylvania limited partnership.
The Joint Venture is a Georgia joint venture between Wells Real Estate Fund
XI, L.P. ("Wells Fund XI"), a Georgia limited partnership, and Wells
Operating Partnership, L.P. ("Wells OP"), a Delaware limited partnership
formed to acquire, own, lease, operate, and manage real properties on behalf
of Wells Real Estate Investment Trust, Inc. The Joint Venture was formed on
May 1, 1999 for the purpose of the acquisition, ownership, development,
leasing, operations, sale, and management of real properties.
The purchase price for the EYBL CarTex Building was $5,085,000. Wells LLC
also incurred additional acquisition expenses in connection with the
purchase of the EYBL CarTex Building, including attorneys' fees, recording
fees, and other closing costs of $36,828. Wells Fund XI contributed
$1,530,000 to the Joint Venture and holds an equity percentage interest in
the Joint Venture of 29.87% for its share of the purchase of the EYBL CarTex
Building. Wells OP contributed $3,591,828 to the Joint Venture and holds an
equity percentage interest in the Joint Venture of 70.13% for its share of
the purchase of the EYBL CarTex Building. All income, loss, profit, net cash
flow, resale gain, and sale proceeds of the Joint Venture are allocated and
distributed between Wells Fund XI and Wells OP based on their respective
capital contributions to the Joint Venture.
Rental Revenues
Rental income from the lease is recognized on a straight-line basis over the
life of the lease.
F-3
<PAGE>
2. BASIS OF ACCOUNTING
The accompanying statements of revenues over certain operating expenses are
presented on the accrual basis. These statements have been prepared in
accordance with the applicable rules and regulations of the Securities and
Exchange Commission for real estate properties acquired. Accordingly, the
statements exclude certain historical expenses, such as depreciation and
management fees, not comparable to the operations of the EYBL CarTex
Building after acquisition by the Joint Venture.
F-4
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The following unaudited pro forma balance sheet as of March 31, 1999 and the pro
forma statements of income for the year ended December 31, 1998 and the three
months ended March 31, 1999 have been prepared to give effect to the acquisition
of the EYBL CarTex Building by the Wells XI-REIT Joint Venture (a joint venture
between the Wells Operating Partnership and Wells Real Estate Fund XI, L.P.) as
if the acquisition occurred as of March 31, 1999 with respect to the balance
sheet and on January 1, 1998 with respect to the statements of income. Wells
Operating Partnership, L.P. is a Delaware limited partnership that was organized
to own and operate properties on behalf of the Wells Real Estate Investment
Trust, Inc. Wells Real Estate Investment Trust, Inc. is the general partner of
the Wells Operating Partnership, L.P.
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 acquisition been consummated at
the beginning of the period presented.
F-5
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
BALANCE SHEET
MARCH 31, 1999
(Unaudited)
ASSETS
<TABLE>
<CAPTION>
Wells Real
Estate Pro
Investment Pro Forma Forma
Trust, Inc. Adjustments Total
----------- ----------- -----
<S> <C> <C> <C>
REAL ESTATE, AT COST:
Land $ 6,787,902 $ 0 $ 6,787,902
Building and improvements, less accumulated depreciation of $286,242 in 1999 33,058,522 0 33,058,522
----------- ----------- -----------
Total real estate 39,846,424 0 39,846,424
INVESTMENTS IN JOINT VENTURES 11,494,134 3,740,428 (b) 15,234,562
DUE TO AFFILIATES 267,279 0 267,279
CASH AND CASH EQUIVALENTS 7,864,546 (3,591,828)(a) 4,272,718
DEFERRED PROJECT COSTS 375,126 (148,600)(c) 226,526
DEFERRED OFFERING COSTS 294,037 0 294,037
PREPAID EXPENSES AND OTHER ASSETS 746,736 0 746,736
----------- ----------- -----------
Total assets $60,888,282 $ 0 $60,888,282
=========== =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
ACCOUNTS PAYABLE $ 578,328 $ 0 $ 578,328
NOTES PAYABLE 9,650,000 0 9,650,000
DUE TO AFFILIATES 348,342 0 348,342
DIVIDENDS PAYABLE 628,182 0 628,182
MINORITY INTEREST OF UNIT HOLD IN OPERATING PARTNERSHIP 200,000 0 200,000
----------- ----------- -----------
Total liabilities 11,404,852 0 11,404,852
----------- ----------- -----------
COMMON SHARES, $0.01 par value; 16,500,000 shares authorized, 5,702,329 shares issued
and outstanding at March 31, 1999 57,023 0 57,023
ADDITIONAL PAID-IN CAPITAL 48,698,935 0 48,698,935
RETAINED EARNINGS 727,472 0 727,472
----------- ----------- -----------
Total shareholders' equity 49,483,430 0 49,483,430
----------- ----------- -----------
Total liabilities and shareholders' equity $60,888,282 $ 0 $60,888,282
=========== =========== ===========
</TABLE>
- --------------
(a) Reflects Wells Real Estate Investment Trust's portion of the purchase price
related to the EYBL CarTex Building.
(b) Reflects Wells Real Estate Investment Trust's contribution to the Wells
XI-REIT Joint Venture.
(c) Reflects deferred project costs contributed to the Wells XI-REIT Joint
Venture.
F-6
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
STATEMENT OF INCOME
FOR THE PERIOD ENDING DECEMBER 31, 1998
<TABLE>
<CAPTION>
Wells Real
Estate Pro
Investment Pro Forma Forma
Trust, Inc. Adjustment Total
------------- -------------- -------------
<S> <C> <C> <C>
REVENUES:
Rental income $ 20,994 $ 0 $ 20,994
Equity in income (loss) of joint ventures 263,315 (6,204)(a) 257,111
Interest income 110,869 0 110,869
-------- ------- --------
395,178 (6,204) 388,974
-------- ------- --------
EXPENSES:
Operating costs, net of reimbursements 11,033 0 11,033
General and administrative 29,943 0 29,943
Legal and accounting 19,552 0 19,552
Computer costs 616 0 616
-------- ------- --------
61,144 0 61,144
-------- ------- --------
NET (LOSS) INCOME $334,034 $(6,204) $327,830
======== ======= ========
EARNING PER SHARE (BASIC AND
DILUTED) $ 0.40 $ (0.01) $ 0.39
======== ======= ========
</TABLE>
- ----------------
(a) Reflects Wells Real Estate Investment Trust's equity in loss of the Wells
XI-REIT Joint Venture.
F-7
<PAGE>
WELLS REAL ESTATE INVESTMENT TRUST, INC.
STATEMENT OF INCOME
FOR THE PERIOD ENDING MARCH 31, 1999
<TABLE>
<CAPTION>
Wells Real
Estate Pro
Investment Pro Forma Forma
Trust, Inc. Adjustment Total
-------------- ----------- ----------
<S> <C> <C> <C>
REVENUES:
Rental income $726,183 $ 0 $726,183
Equity in income of joint ven tures 192,723 7,596(a) 200,319
Interest income 69,094 0 69,094
-------- ------ --------
988,000 7,596 995,596
-------- ------ --------
EXPENSES:
Operating costs, net of reimbursements 204,115 0 204,115
Management and leasing fees 44,692 0 44,692
Depreciation 286,242 0 286,242
Administrative costs 29,710 0 29,710
Legal and accounting 27,100 0 27,100
Computer costs 2,703 0 2,703
-------- ------ --------
594,562 0 594,562
-------- ------ --------
NET (LOSS) INCOME $393,438 $7,596 $401,034
======== ====== ========
EARNING PER SHARE (BASIC AND DILUTED) $ 0.10 $ 0.00 $ 0.10
======== ====== ========
</TABLE>
- --------------
(a) Reflects Wells Real Estate Investment Trust's equity in income of the
Wells XI-REIT Joint Venture.
F-8
