10-Q 1 wellsreitii20123311210-q.htm FORM 10-Q Wells REITII.2012.3.31.12 10-Q
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 __________________________________ 
FORM 10-Q
 __________________________________ 
(Mark One)
x
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2012
OR
o
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 000-51262
WELLS REAL ESTATE INVESTMENT TRUST II, INC.
(Exact name of registrant as specified in its charter)
  __________________________________
Maryland
 
20-0068852
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)
6200 The Corners Parkway
Norcross, Georgia 30092
(Address of principal executive offices)
(Zip Code)
(770) 449-7800
(Registrant’s telephone number, including area code)
N/A
(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  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
  Yes  x  No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer", "accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act (check one).
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
x (Do not check if a smaller reporting company)
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes  o    No  x
Number of shares outstanding of the registrant's
only class of common stock, as of April 30, 2012: 545,581,297 shares
 
 
 
 
 



FORM 10-Q
WELLS REAL ESTATE INVESTMENT TRUST II, INC.
TABLE OF CONTENTS
 
 
 
Page No.
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Item 5.
 
 
 
Item 6.




Page 2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Form 10-Q of Wells Real Estate Investment Trust II, Inc. ("Wells REIT II," "we," "our" or "us") other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in those acts. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, including known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the U.S. Securities and Exchange Commission ("SEC"). We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
Any such forward-looking statements are subject to risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual conditions, our ability to accurately anticipate results expressed in such forward-looking statements, including our ability to generate positive cash flow from operations, make distributions to stockholders, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A in Wells REIT II's Annual Report on Form 10-K for the year ended December 31, 2011 for a discussion of some of the risks and uncertainties that could cause actual results to differ materially from those presented in our forward-looking statements. The risk factors described in our Annual Report are not the only ones we face, but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also harm our business.


Page 3


PART I.
FINANCIAL INFORMATION
ITEM 1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The information furnished in the accompanying consolidated balance sheets and related consolidated statements of operations, comprehensive income, equity and cash flows reflects all normal and recurring adjustments that are, in management’s opinion, necessary for a fair and consistent presentation of the aforementioned financial statements.
The accompanying consolidated financial statements should be read in conjunction with the condensed notes to Wells REIT II's financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in this quarterly report on Form 10-Q, and with Wells REIT II’s Annual Report on Form 10-K and Form 10-K/A filed for the year ended December 31, 2011. Wells REIT II’s results of operations for the three months ended March 31, 2012 are not necessarily indicative of the operating results expected for the full year.



Page 4


WELLS REAL ESTATE INVESTMENT TRUST II, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per-share amounts)
 
 
(Unaudited)
 
 
 
March 31,
2012
 
December 31,
2011
Assets:
 
 
 
Real estate assets, at cost:
 
 
 
Land
$
704,336

 
$
704,336

Buildings and improvements, less accumulated depreciation of $545,086 and $514,961 as of March 31, 2012 and December 31, 2011, respectively
3,448,122

 
3,472,971

Intangible lease assets, less accumulated amortization of $337,197 and $343,463 as of March 31, 2012 and December 31, 2011, respectively
374,802

 
391,989

Construction in progress
8,941

 
8,414

Real estate assets held for sale, less accumulated depreciation and amortization of $9,551 as of December 31, 2011

 
37,508

Total real estate assets
4,536,201

 
4,615,218

Cash and cash equivalents
49,156

 
39,468

Tenant receivables, net of allowance for doubtful accounts of $3,429 and $3,728 as of March 31, 2012 and December 31, 2011, respectively
126,518

 
130,549

Prepaid expenses and other assets
30,413

 
32,831

Deferred financing costs, less accumulated amortization of $6,215 and $5,590 as of March 31, 2012 and December 31, 2011, respectively
11,391

 
9,442

Intangible lease origination costs, less accumulated amortization of $235,671 and $236,679 as of March 31, 2012 and December 31, 2011, respectively
220,006

 
231,338

Deferred lease costs, less accumulated amortization of $23,818 and $22,390 as of March 31, 2012 and December 31, 2011, respectively
76,642

 
68,289

Investment in development authority bonds
646,000

 
646,000

Other assets held for sale, less accumulated amortization of $2,260 as of December 31, 2011

 
3,432

Total assets
$
5,696,327

 
$
5,776,567

Liabilities:
 
 
 
Line of credit and notes payable
$
1,177,754

 
$
1,221,060

Bonds payable, net of discount of $1,511 and $1,574 as of March 31, 2012 and December 31, 2011 respectively
248,489

 
248,426

Accounts payable, accrued expenses, and accrued capital expenditures
71,091

 
72,349

Due to affiliates
1,618

 
3,329

Deferred income
36,153

 
35,079

Intangible lease liabilities, less accumulated amortization of $77,260 and $74,326 as of March 31, 2012 and December 31, 2011, respectively
85,286

 
89,581

Obligations under capital leases
646,000

 
646,000

Liabilities held for sale

 
624

Total liabilities
2,266,391

 
2,316,448

Commitments and Contingencies (Note 6)

 

Redeemable Common Stock
177,450

 
113,147

Equity:
 
 
 
Common stock, $0.01 par value; 900,000,000 shares authorized; 546,731,156 and 546,197,750 shares issued and outstanding as of March 31, 2012 and December 31, 2011, respectively
5,467

 
5,462

Additional paid-in capital
4,886,844

 
4,880,806

Cumulative distributions in excess of earnings
(1,463,373
)
 
(1,426,550
)
Redeemable common stock
(177,450
)
 
(113,147
)
Other comprehensive income
692

 
84

Total Wells Real Estate Investment Trust II, Inc. stockholders' equity
3,252,180

 
3,346,655

Nonredeemable noncontrolling interests
306

 
317

Total equity
3,252,486

 
3,346,972

Total liabilities, redeemable common stock, and equity
$
5,696,327

 
$
5,776,567

See accompanying notes.


Page 5


WELLS REAL ESTATE INVESTMENT TRUST II, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per-share amounts)
 
 
(Unaudited)
 
Three months ended
March 31,
 
2012
 
2011
Revenues:
 
 
 
Rental income
$
120,486

 
$
113,619

Tenant reimbursements
25,791

 
25,907

Hotel income
4,375

 
4,150

Other property income
1,699

 
283

 
152,351

 
143,959

Expenses:
 
 
 
Property operating costs
44,534

 
41,688

Hotel operating costs
4,097

 
4,012

Asset and property management fees:
 
 
 
Related-party
9,351

 
8,760

Other
831

 
904

Depreciation
30,125

 
27,442

Amortization
27,050

 
30,166

General and administrative
5,343

 
6,614

Acquisition fees and expenses

 
10,026

 
121,331

 
129,612

Real estate operating income
31,020

 
14,347

Other income (expense):
 
 
 
Interest expense
(26,856
)
 
(22,165
)
Interest and other income
10,016

 
12,055

(Loss) gain on interest rate swaps
(76
)
 
89

 
(16,916
)
 
(10,021
)
Income before income tax benefit
14,104

 
4,326

Income tax benefit
97

 
231

Income from continuing operations
14,201

 
4,557

Discontinued operations:
 
 
 
Operating income (loss) from discontinued operations
49

 
(2,142
)
Gain on disposition of discontinued operations
16,885

 

Income (loss) from discontinued operations
16,934

 
(2,142
)
Net income
31,135

 
2,415

Less: net income attributable to nonredeemable noncontrolling interests
(4
)
 
(4
)
Net income attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.
$
31,131

 
$
2,411

Per-share information – basic and diluted:

 

Income from continuing operations
$
0.03

 
$
0.00

Income (loss) from discontinued operations
$
0.03

 
$
0.00

Net income attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.
$
0.06

 
$
0.00

Weighted-average common shares outstanding – basic and diluted
545,600

 
541,012

See accompanying notes.


Page 6


WELLS REAL ESTATE INVESTMENT TRUST II, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

 
(Unaudited)
Three months ended
March 31,
 
2012
 
2011
Net income attributable to the common stockholders of Wells Real Estate
Investment Trust II, Inc.
$
31,131

 
$
2,411

Market value adjustment to interest rate swap
608

 
752

Comprehensive income attributable to the common stockholders of Wells
Real Estate Investment Trust II, Inc.
31,739

 
3,163

Comprehensive income attributable to noncontrolling interests
4

 
4

Comprehensive income
$
31,743

 
$
3,167


See accompanying notes.




Page 7


WELLS REAL ESTATE INVESTMENT TRUST II, INC.
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2012 (UNAUDITED)
(in thousands, except per-share amounts)

 
Stockholders’ Equity
 
 
 
 
 
Common Stock
 
Additional
Paid-In
Capital
 
Cumulative
Distributions
in Excess of
Earnings
 
Redeemable
Common
Stock
 
Other
Comprehensive
Income
 
Total Wells Real
Estate Investment
Trust II, Inc.
Stockholders’
Equity
 
Nonredeemable
Noncontrolling
Interests
 
Total
Equity
 
Shares
 
Amount
 
 
 
 
 
 
 
Balance, December 31, 2011
546,198

 
$
5,462

 
$
4,880,806

 
$
(1,426,550
)
 
$
(113,147
)
 
$
84

 
$
3,346,655

 
$
317

 
$
3,346,972

Issuance of common stock
4,356

 
44

 
31,017

 

 

 

 
31,061

 

 
31,061

Redemptions of common stock
(3,823
)
 
(39
)
 
(24,979
)
 

 

 

 
(25,018
)
 

 
(25,018
)
Increase in redeemable common stock

 

 

 

 
(64,303
)
 

 
(64,303
)
 

 
(64,303
)
Distributions to common stockholders
($0.125 per share)

 

 

 
(67,954
)
 

 

 
(67,954
)
 

 
(67,954
)
Distributions to noncontrolling interests

 

 
 
 

 

 

 

 
(15
)
 
(15
)
Components of comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.

 

 

 
31,131

 

 

 
31,131

 

 
31,131

Net income attributable to noncontrolling interests

 

 

 
 
 

 

 

 
4

 
4

Market value adjustment to interest rate swap

 

 

 

 

 
608

 
608

 

 
608

Balance, March 31, 2012
546,731

 
$
5,467

 
$
4,886,844

 
$
(1,463,373
)
 
$
(177,450
)
 
$
692

 
$
3,252,180

 
$
306


$
3,252,486




















Page 8


WELLS REAL ESTATE INVESTMENT TRUST II, INC.
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE THREE MONTHS ENDED March 31, 2011 (UNAUDITED)
(in thousands, except per-share amounts)
 
Stockholders’ Equity
 
 
 
 
 
Common Stock
 
Additional
Paid-In
Capital
 
Cumulative
Distributions
in Excess of
Earnings
 
Redeemable
Common
Stock
 
Other
Comprehensive
Loss
 
Total Wells Real
Estate Investment
Trust II, Inc.
Stockholders’
Equity
 
Nonredeemable
Noncontrolling
Interests
 
Total
Equity
 
Shares
 
Amount
 
 
 
 
 
 
 
Balance, December 31, 2010
540,907

 
$
5,409

 
$
4,835,088

 
$
(1,212,472
)
 
$
(161,189
)
 
$
(11,139
)
 
$
3,455,697

 
$
347

 
$
3,456,044

Issuance of common stock
3,392

 
34

 
32,360

 

 

 

 
32,394

 

 
32,394

Redemptions of common stock
(1,901
)
 
(19
)
 
(17,086
)
 

 

 

 
(17,105
)
 

 
(17,105
)
Increase in redeemable common stock

 

 

 

 
(84,952
)
 

 
(84,952
)
 

 
(84,952
)
Distributions to common stockholders
($0.125 per share)

 

 

 
(67,485
)
 

 

 
(67,485
)
 

 
(67,485
)
Distributions to noncontrolling interests

 

 

 

 

 

 

 
(13
)
 
(13
)
Components of comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to common
stockholders of Wells Real Estate Investment Trust II, Inc.

 

 

 
2,411

 

 

 
2,411

 

 
2,411

Net income attributable to noncontrolling interests

 

 

 

 

 

 

 
4

 
4

Market value adjustment to interest rate swap

 

 

 

 


 
752

 
752

 

 
752

Balance, March 31, 2011
542,398

 
$
5,424

 
$
4,850,362

 
$
(1,277,546
)
 
$
(246,141
)
 
$
(10,387
)
 
$
3,321,712

 
$
338

 
$
3,322,050

See accompanying notes.




Page 9


WELLS REAL ESTATE INVESTMENT TRUST II, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
(unaudited)
 
Three months ended
March 31,
 
2012
 
2011
Cash Flows from Operating Activities:
 
 
 
Net income
$
31,135

 
$
2,415

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Straight-line rental income
(809
)
 
(1,092
)
Depreciation
30,125

 
28,118

Amortization
26,792

 
32,183

Gain on interest rate swaps
(231
)
 
(2,554
)
Gain on sale of discontinued operations
(16,885
)
 

Noncash interest expense
909

 
5,356

Changes in assets and liabilities, net of acquisitions:
 
 
 
Decrease in tenant receivables, net
4,061

 
146

Decrease (increase) in prepaid expenses and other assets
2,271

 
(1,613
)
Decrease in accounts payable and accrued expenses
(2,689
)
 
(2,086
)
Decrease in due to affiliates
(1,713
)
 
(2,729
)
Increase (decrease) in deferred income
628

 
(384
)
Net cash provided by operating activities
73,594

 
57,760

Cash Flows from Investing Activities:
 
 
 
Net proceeds from the sale of real estate
57,685

 

Investment in real estate and earnest money paid
(6,327
)
 
(604,143
)
Deferred lease costs paid
(6,671
)
 
(8,187
)
Net cash provided by (used in) investing activities
44,687

 
(612,330
)
Cash Flows from Financing Activities:
 
 
 
Financing costs paid
(2,721
)
 
(3,847
)
Proceeds from lines of credit and notes payable
409,000

 
624,000

Repayments of lines of credit and notes payable
(452,415
)
 
(20,485
)
Distributions paid to nonredeemable noncontrolling interests
(15
)
 
(13
)
Issuance of common stock
31,061

 
32,394

Redemptions of common stock
(25,261
)
 
(16,292
)
Distributions paid to stockholders
(36,893
)
 
(35,048
)
Distributions paid to stockholders and reinvested in shares of our common stock
(31,061
)
 
(32,437
)
Net cash (used in) provided by financing activities
(108,305
)
 
548,272

Net increase (decrease) in cash and cash equivalents
9,976

 
(6,298
)
Effect of foreign exchange rate on cash and cash equivalents
(288
)
 
36

Cash and cash equivalents, beginning of period
39,468

 
38,882

Cash and cash equivalents, end of period
$
49,156

 
$
32,620

See accompanying notes.


Page 10


WELLS REAL ESTATE INVESTMENT TRUST II, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2012
(unaudited)
1.
Organization
Wells Real Estate Investment Trust II, Inc. ("Wells REIT II") is a Maryland corporation that has elected to be taxed as a real estate investment trust ("REIT") for federal income tax purposes. Wells REIT II engages in the acquisition and ownership of commercial real estate properties, including properties that are under construction, are newly constructed, or have operating histories. Wells REIT II was incorporated on July 3, 2003 and commenced operations on January 22, 2004. Wells REIT II conducts business primarily through Wells Operating Partnership II, L.P. ("Wells OP II"), a Delaware limited partnership. Wells REIT II is the sole general partner of Wells OP II, and Wells OP II LP, LLC, a wholly owned subsidiary of Wells REIT II, is the sole limited partner of Wells OP II. Therefore, Wells REIT II owns 100% of the equity interests in, and possesses full legal control and authority over, the operations of Wells OP II. Wells OP II acquires, develops, owns, leases, and operates real properties directly, through wholly owned subsidiaries, or through joint ventures. References to Wells REIT II herein shall include Wells REIT II and all subsidiaries of Wells REIT II, direct and indirect, and consolidated joint ventures. Wells Real Estate Advisory Services II, LLC ("WREAS II") serves as the external advisor to Wells REIT II. See Note 8 for a discussion of the advisory services provided by WREAS II.
As of March 31, 2012, Wells REIT II owned controlling interests in 69 office properties and one hotel, which include 91 operational buildings. These properties are comprised of approximately 22.3 million square feet of commercial space and are located in 22 states, the District of Columbia, and Moscow, Russia. As of March 31, 2012, 66 of the office properties were wholly owned and the remaining three were owned through consolidated joint ventures; the office properties were approximately 92.9% leased.
On December 1, 2003, Wells REIT II commenced its initial public offering of up to 785.0 million shares of common stock, of which 185.0 million shares were reserved for issuance through Wells REIT II's dividend reinvestment plan ("DRP"), pursuant to a Registration Statement filed on Form S-11 with the SEC (the "Initial Public Offering"). Except for continuing to offer shares for sale through its DRP, Wells REIT II stopped offering shares for sale under the Initial Public Offering on November 26, 2005. Wells REIT II raised gross offering proceeds of approximately $2.0 billion from the sale of approximately 197.1 million shares under the Initial Public Offering, including shares sold under the DRP through March 2006. On November 10, 2005, Wells REIT II commenced a follow-on offering of up to 300.6 million shares of common stock, of which 0.6 million shares were reserved for issuance under Wells REIT II's DRP, pursuant to a Registration Statement filed on Form S-11 with the SEC (the "Follow-On Offering"). On April 14, 2006, Wells REIT II amended the aforementioned registration statements to offer in a combined prospectus 300.6 million shares registered under the Follow-On Offering and 174.4 million unsold shares related to the DRP originally registered under the Initial Public Offering. Wells REIT II raised gross offering proceeds of approximately $2.6 billion from the sale of approximately 257.6 million shares under the Follow-On Offering, including shares sold under the DRP, through November 2008. Wells REIT II stopped offering shares for sale under the Follow-On Offering on November 10, 2008.
On November 11, 2008, Wells REIT II commenced a third offering of up to 375.0 million shares of common stock pursuant to a Registration Statement filed on Form S-11 with the SEC (the "Third Offering"). Under the Third Offering registration statement, as amended, Wells REIT II offered up to 300.0 million shares of common stock in a primary offering for $10 per share, with discounts available to certain categories of purchasers, and up to 75.0 million shares pursuant to its DRP at a purchase price equal to $9.55. Effective June 30, 2010, Wells REIT II ceased offering shares under the Third Offering. On August 27, 2010, the Third Offering was deregistered under the Form S-11 filing and the shares issuable pursuant to the DRP were registered on Form S-3. As of March 31, 2012, Wells REIT II had raised gross offering proceeds of approximately $1.5 billion from the sale of approximately 146.0 million shares under the Third Offering, including shares sold under the DRP.
As of March 31, 2012, Wells REIT II had raised gross offering proceeds from the sale of common stock under its public offerings of approximately $5.9 billion. After deductions from such gross offering proceeds for selling commissions and dealer-manager fees of approximately $509.5 million, acquisition fees of approximately $116.8 million, other organization and offering expenses of approximately $75.9 million, and common stock redemptions pursuant to our share redemption program of approximately $540.5 million, Wells REIT II had received aggregate net offering proceeds of approximately $4.7 billion. Substantially all of Wells REIT II's net offering proceeds have been invested in real estate.
Wells REIT II's stock is not listed on a public securities exchange. However, Wells REIT II's charter requires that in the event Wells REIT II's stock is not listed on a national securities exchange by October 2015, Wells REIT II must either seek stockholder




Page 11


approval to extend or amend this listing deadline or seek stockholder approval to begin liquidating investments and distributing the resulting proceeds to the stockholders. If Wells REIT II seeks stockholder approval to extend or amend this listing date and does not obtain it, Wells REIT II will then be required to seek stockholder approval to liquidate. In this circumstance, if Wells REIT II seeks and does not obtain approval to liquidate, Wells REIT II will not be required to list or liquidate and could continue to operate indefinitely as an unlisted company.
2.
Summary of Significant Accounting Policies
Basis of Presentation
The consolidated financial statements of Wells REIT II have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. In the opinion of management, the statements for these unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Results for these interim periods are not necessarily indicative of a full year's results. Wells REIT II's consolidated financial statements include the accounts of Wells REIT II, Wells OP II, and any variable interest entity in which Wells REIT II or Wells OP II was deemed the primary beneficiary. With respect to entities that are not variable interest entities, Wells REIT II's consolidated financial statements shall also include the accounts of any entity in which Wells REIT II, Wells OP II, or their subsidiaries own a controlling financial interest and any limited partnership in which Wells REIT II, Wells OP II, or its subsidiaries own a controlling general partnership interest. All intercompany balances and transactions eliminate in consolidation. For further information, refer to the financial statements and footnotes included in Wells REIT II's Annual Report on Form 10-K for the year ended December 31, 2011.
Fair Value Measurements
Wells REIT II estimates the fair value of its assets and liabilities (where currently required under GAAP) consistent with the provisions of the accounting standard for fair value measurements and disclosures. Under this standard, fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures provides the following fair value technique parameters and hierarchy, depending upon availability:
Level 1 – Assets or liabilities for which the identical term is traded on an active exchange, such as publicly traded instruments or futures contracts.
Level 2 – Assets and liabilities valued based on observable market data for similar instruments.
Level 3 – Assets or liabilities for which significant valuation assumptions are not readily observable in the market. Such assets or liabilities are valued based on the best available data, some of which may be internally developed. Significant assumptions may include risk premiums that a market participant would consider.
Real Estate Assets
Wells REIT II is required to make subjective assessments as to the useful lives of its depreciable assets. Wells REIT II considers the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of its assets by class are as follows:
 
Buildings
  
40 years
 
Building improvements
  
5-25 years
 
Site improvements
  
15 years
 
Tenant improvements
  
Shorter of economic life or lease term
 
Intangible lease assets
  
Lease term

Evaluating the Recoverability of Real Estate Assets

Wells REIT II continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate and related intangible assets of both operating properties and properties under construction, in which Wells REIT II has an ownership interest, either directly or through investments in joint ventures, may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of real estate assets and related intangible assets (liabilities) may


Page 12


not be recoverable, Wells REIT II assesses the recoverability of these assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying values, Wells REIT II adjusts the carrying value of the real estate assets and related intangible assets to the estimated fair values, pursuant to the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. Estimated fair values are calculated based on the following information, in order of preference, depending upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future cash flows, including estimated salvage value. Certain of our assets may be carried at more than an amount that could be realized in a current disposition transaction.
Assets Held for Sale
Wells REIT II classifies assets as held for sale according to ASC 360, Accounting for the Impairment or Disposal of Long-Lived Assets ("ASC 360"). According to ASC 360, assets are considered held for sale when the following criteria are met:
Management, having the authority to approve the action, commits to a plan to sell the property.
The property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such property.
An active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated.
The sale of the property is probable, and transfer of the property is expected to qualify for recognition as a completed sale, within one year.
The property is being actively marketed for sale at a price that is reasonable in relation to its current fair value.
Actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.
 
At such time that a property is determined to be held for sale, its carrying amount is reduced to the lower of its depreciated book value or its estimated fair value, less costs to sell, and depreciation is no longer recognized. As of December 31, 2011, Emerald Point and 5995 Opus Parkway were classified as held for sale at their respective depreciated book values (see Note 9. Assets Held for Sale and Discontinued Operations for additional information). Both 5995 Opus Parkway and Emerald Point were sold during the first three months of 2012.
Intangible Assets and Liabilities Arising from In-Place Leases where Wells REIT II is the Lessor
As of March 31, 2012 and December 31, 2011, Wells REIT II had the following gross intangible in-place lease assets and liabilities (in thousands):
 
 
Intangible Lease Assets
 
Intangible
Lease
Origination
Costs
 
Intangible
Below-Market
In-Place Lease
Liabilities
 
Above-Market
In-Place
Lease Assets
 
Absorption
Period Costs
 
March 31, 2012
Gross
$
102,143

 
$
499,184

 
$
455,677

 
$
162,546

 
Accumulated Amortization
$
(64,210
)
 
$
(263,557
)
 
$
(235,671
)
 
$
(77,260
)
 
Net
$
37,933

 
$
235,627

 
$
220,006

 
$
85,286

December 31, 2011
Gross
$
109,457

 
$
515,322

 
$
468,017

 
$
163,907

 
Accumulated Amortization
$
(68,706
)
 
$
(265,844
)
 
$
(236,679
)
 
$
(74,326
)
 
Net
$
40,751

 
$
249,478

 
$
231,338

 
$
89,581

For the three months ended March 31, 2012 and the year ended December 31, 2011, Wells REIT II recognized the following amortization of intangible lease assets and liabilities (in thousands):
 
Intangible Lease Assets
 
Intangible
Lease
Origination
Costs
 
Intangible
Below-Market
In-Place Lease
Liabilities
Above-Market
In-Place
Lease Assets
 
Absorption
Period Costs
 
For the three months ended March 31, 2012
$
2,532

 
$
13,838

 
$
11,344

 
$
4,296

For the year ended December 31, 2011
$
14,244

 
$
62,902

 
$
50,006

 
$
17,203

For the three months ended March 31, 2011
$
3,810

 
$
15,273

 
$
12,601

 
$
3,828



Page 13


The remaining net intangible assets and liabilities as of March 31, 2012 will be amortized as follows (in thousands):
 
Intangible Lease Assets
 
Intangible
Lease
Origination
Costs
 
Intangible
Below-Market
In-Place Lease
Liabilities
Above-Market
In-Place
Lease Assets
 
Absorption
Period Costs
 
For the nine months ended December 31, 2012
$
6,694

 
$
37,690

 
$
31,809

 
$
12,408

For the years ending December 31:


 

 

 

2013
7,620

 
45,321

 
40,109

 
16,061

2014
6,578

 
40,283

 
37,151

 
15,629

2015
5,993

 
34,965

 
33,425

 
13,217

2016
5,718

 
24,688

 
25,654

 
8,209

2017
2,418

 
16,227

 
17,167

 
5,715

Thereafter
2,912

 
36,453

 
34,691

 
14,047

 
$
37,933

 
$
235,627

 
$
220,006

 
$
85,286

Intangible Assets and Liabilities Arising from In-Place Leases where Wells REIT II is the Lessee
In-place ground leases where Wells REIT II is the lessee may have value associated with effective contractual rental rates that are above or below market rates. Such values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place lease and (ii) management's estimate of fair market lease rates for the corresponding in-place lease, measured over a period equal to the remaining terms of the leases. The capitalized above-market and below-market in-place lease values are recorded as intangible lease liabilities or assets and amortized as an adjustment to property operating cost over the remaining term of the respective leases. Wells REIT II had gross below-market lease assets of approximately $110.7 million as of March 31, 2012 and December 31, 2011, and recognized amortization of these assets of approximately $0.5 million for the three months ended March 31, 2012 and 2011, and approximately $2.1 million for the year ended December 31, 2011.
As of March 31, 2012, the remaining net below-market lease asset will be amortized as follows (in thousands):
For the year ending December 31:
 
2012
$
1,552

2013
2,069

2014
2,069

2015
2,069

2016
2,069

2017
2,069

Thereafter
89,345

 
$
101,242

Bonds Payable
In 2011, Wells REIT II issued $250.0 million of its 7-year, unsecured 5.875% senior notes at 99.295 percent of their face value. The discount on bonds payable is amortized to interest expense over the term of the bonds using the effective-interest method.
Interest Rate Swap Agreements
Wells REIT II enters into interest rate swap contracts to mitigate its interest rate risk on the related financial instruments. Wells REIT II does not enter into derivative or interest rate transactions for speculative purposes; however, certain of its derivatives may not qualify for hedge accounting treatment. Wells REIT II records the fair value of its interest rate swaps either as prepaid expenses and other assets or as accounts payable, accrued expenses, and accrued capital expenditures. Changes in the fair value of the effective portion of interest rate swaps that are designated as hedges are recorded as other comprehensive income (loss), while changes in the fair value of the ineffective portion of a hedge, if any, is recognized currently in earnings. Changes in the fair value of interest rate swaps that do not qualify for hedge accounting treatment are recorded as gain (loss) on interest rate swaps. Amounts


Page 14


received or paid under interest rate swap agreements are recorded as interest expense for contracts that qualify for hedge accounting treatment and as gain (loss) on interest rate swaps for contracts that do not qualify for hedge accounting treatment.
The following tables provide additional information related to Wells REIT II's interest rate swaps as of March 31, 2012 and December 31, 2011 (in thousands):
 
 
 
 
Estimated Fair Value as of
Instrument Type
 
Balance Sheet Classification
 
March 31,
2012
 
December 31,
2011
Derivatives designated as hedging instruments:
 
 
 
 
 
 
Interest rate contracts
 
Prepaid expenses and other assets
 
$
608

 
$

Interest rate contracts
 
Accounts payable
 
$

 
$

Derivatives not designated as hedging instruments:
 
 
 
 
 
 
Interest rate contracts
 
Accounts payable
 
$
(1,491
)
 
$
(1,722
)

Wells REIT II applied the provisions of the accounting standard for fair value measurements and disclosures in recording its interest rate swaps at fair value. The fair values of the interest rate swap, classified under Level 2, were determined using a third-party proprietary model that is based on prevailing market data for contracts with matching durations, current and anticipated London Interbank Offered Rate ("LIBOR") information, and reasonable estimates about relevant future market conditions. The fair value of Wells REIT II's interest rate swaps were ($0.9 million) and ($1.7 million) at March 31, 2012 and December 31, 2011, respectively.
 
Three months ended
March 31,
 
2012
 
2011
Market value adjustment to interest rate swap designated as a hedge instrument and included in
  other comprehensive income
$
608

 
$
752

Loss on interest rate swaps recognized through earnings
$
(76
)
 
$
89

During the periods presented, there was no hedge ineffectiveness required to be recognized into earnings on the interest rate swaps that qualified for hedge accounting treatment.
Income Taxes
Wells REIT II has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), and has operated as such beginning with its taxable year ended December 31, 2003. To qualify as a REIT, Wells REIT II must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of its REIT taxable income, as defined by the Code, to its stockholders. As a REIT, Wells REIT II generally is not subject to income tax on income it distributes to stockholders. Wells REIT II is subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in the accompanying consolidated financial statements.
Wells TRS II, LLC ("Wells TRS"); Wells KCP TRS, LLC ("Wells KCP TRS"); and Wells Energy TRS, LLC ("Wells Energy TRS") are wholly owned subsidiaries of Wells REIT II, are organized as Delaware limited liability companies, and operate, among other things, a full-service hotel. Wells REIT II has elected to treat Wells TRS, Wells KCP TRS, and Wells Energy TRS as taxable REIT subsidiaries. Wells REIT II may perform certain additional, noncustomary services for tenants of its buildings through Wells TRS, Wells KCP TRS, or Wells Energy TRS; however, any earnings related to such services are subject to federal and state income taxes. In addition, for Wells REIT II to continue to qualify as a REIT, Wells REIT II must limit its investments in taxable REIT subsidiaries to 25% of the value of the total assets. Deferred tax assets and liabilities represent temporary differences between the financial reporting basis and the tax basis of assets and liabilities based on the enacted rates expected to be in effect when the temporary differences reverse. Wells REIT II records interest and penalties related to uncertain tax positions as general and administrative expense in the accompanying consolidated statements of operations.
Recent Accounting Pronouncements
In May 2011, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update 2011-04, Fair Value Measurement Topic Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS ("ASU 2011-04"). ASU 2011-04 converges the U.S. GAAP and IFRSs definition of "fair value," the requirements for


Page 15


measuring amounts at fair value, and disclosures about these measurements. The update does not require additional fair value measurements and is not intended to establish valuation standards or affect valuation practices outside of financial reporting. The adoption of ASU 2011-04 was effective for Wells REIT II on December 15, 2011. Wells REIT II's adoption of ASU 2011-04 has not had a material impact on Wells REIT II's consolidated financial statements or disclosures.
In June 2011, the FASB issued Accounting Standards Update 2011-05, Comprehensive Income Topic Presentation of Comprehensive Income ("ASU 2011-05"). ASU 2011-05 gives an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. ASU 2011-05 eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. The adoption of ASU 2011-05 was effective for Wells REIT II after December 15, 2011, except for the specific requirement to present items that are reclassified from other comprehensive income to net income alongside their respective components of net income and other comprehensive income that has been deferred. Wells REIT II's adoption of ASU 2011-05 has not had a material impact on Wells REIT II's consolidated financial statements or disclosures.
3.
Real Estate Acquisitions
Wells REIT II did not acquire real properties during the three months ended March 31, 2012. Wells REIT II acquired the Market Square Buildings on March 7, 2011. The following unaudited pro forma statement of operations presented for the three months ended March 31, 2011 has been prepared for Wells REIT II to give effect to the acquisition of the Market Square Buildings as if the acquisition occurred on January 1, 2011. The unaudited pro forma financial information has been prepared for informational purposes only and is not necessarily indicative of future results or of actual results that would have been achieved had the acquisition of the Market Square Buildings acquisition been consummated as of January 1, 2011 (in thousands).
 
Three months ended
March 31, 2011
Revenues
$
154,248

Net loss attributable to common stockholders
$
(664
)
4.
Line of Credit and Notes Payable
As of March 31, 2012 and December 31, 2011, Wells REIT II had the following line of credit and notes payable indebtedness outstanding (excluding bonds payable, see Note 5. Bonds Payable) in thousands:
Facility
 
March 31,
2012
 
December 31,
2011
$450 Million Term Loan
 
$
375,000

 
$

Market Square Buildings mortgage note
 
325,000

 
325,000

100 East Pratt Street Building mortgage note
 
105,000

 
105,000

JPMorgan Chase Credit Facility
 
100,000

 
484,000

Wildwood Buildings mortgage note
 
90,000

 
90,000

263 Shuman Boulevard Building mortgage note
 
49,000

 
49,000

SanTan Corporate Center mortgage notes
 
39,000

 
39,000

One West Fourth Street Building mortgage note
 
38,980

 
39,555

Three Glenlake Building mortgage note
 
26,033

 
25,958

215 Diehl Road Building mortgage note
 
21,000

 
21,000

544 Lakeview Building mortgage note
 
8,741

 
8,707

Highland Landmark Building mortgage note
 

 
33,840

Total indebtedness
 
$
1,177,754

 
$
1,221,060




Page 16


On January 10, 2012, Wells REIT II used cash on hand and proceeds from the JPMorgan Chase credit facility to fully repay the Highland Landmark Building mortgage note of $33.8 million at its maturity.
On February 3, 2012, Wells REIT II closed on a four-year, unsecured term loan with a syndicate of banks led by JPMorgan Chase Bank N.A. (the “$450.0 Million Term Loan”). The $450.0 Million Term Loan bears interest at LIBOR, plus an applicable base margin; however, Wells REIT II effectively fixed the interest rate (assuming no change in our corporate credit rating) at 2.64% per annum with an interest rate swap executed contemporaneously with the loan. At closing, the $450.0 Million Term Loan yielded initial gross proceeds of $375.0 million. Wells REIT II has the ability to increase the amount of borrowings under the $450.0 Million Term Loan up to a maximum amount of $450.0 million on two occasions during the borrowing period in minimum increments of $25.0 million; however, none of the current banks are obligated to participate in such increases. The $450.0 Million Term Loan matures on February 3, 2016 provided that certain conditions are met prior to that date. Furthermore, provided that certain additional conditions are met prior to, and at, maturity, the $450.0 Million Term Loan shall become eligible for a one-year extension upon paying an extension fee equal to 0.15% of the outstanding balance.
The initial gross proceeds of $375.0 million were used to repay temporary borrowings on the JPMorgan Chase Credit Facility, which were drawn to repay mortgages in the third and fourth quarters of 2011. In April 2012, Wells REIT II exercised one of the options to increase borrowings under the $450.0 Million Term Loan from $375.0 million to $410.0 million, which additional proceeds were used to further reduce temporary borrowings, and thereby create additional short-term borrowing capacity, under the JPMorgan Chase Credit Facility. The $450.0 Million Term Loan contains the same restrictions and financial covenants as those included in the JPMorgan Chase Credit Facility, which are further described in the "Debt Covenants" section of Item 2. Management's Discussion and Analysis.
The estimated fair value of Wells REIT II's line of credit and notes payable as of March 31, 2012 and December 31, 2011 was approximately $1,216.4 million and $1,282.6 million, respectively. Wells REIT II estimated the fair value of its line of credit by obtaining estimates for similar facilities from multiple market participants as of the respective reporting dates. Therefore, the fair values determined are considered to be based on observable market data for similar instruments (Level 2). The fair values of all other debt instruments were estimated based on discounted cash flow analyses using the current incremental borrowing rates for similar types of borrowing arrangements as of the respective reporting dates. The discounted cash flow method of assessing fair value results in a general approximation of value, and such value may never actually be realized. During the three months ended March 31, 2012 and 2011, Wells REIT II also made interest payments of approximately $10.1 million and $8.2 million, respectively. There was no interest capitalized in either period. As of March 31, 2012, Wells REIT II believes it was in compliance with the restrictive covenants on its $450 Million Term Loan, outstanding line of credit, and notes payable obligations.
5.
Bonds Payable
In 2011, Wells REIT II issued $250.0 million of its 7-year, unsecured 5.875% senior notes at 99.295 percent of their face value (the "2018 Bonds Payable").Wells REIT II received proceeds from the 2018 Bonds Payable, net of fees, of $246.7 million. The 2018 Bonds Payable require semi-annual interest payments in April and October based on a contractual annual interest rate of 5.875%, which is subject to adjustment in certain circumstances. In the accompanying consolidated balance sheets, the 2018 Bonds Payable are shown net of the initial issuance discount of approximately $1.8 million, which is amortized to interest expense over the term of the 2018 Bonds Payable using the effective interest method. The principal amount of the 2018 Bonds Payable is due and payable on the maturity date. No interest payments were made on the 2018 Bonds Payable during the three months ended March 31, 2012. As of March 31, 2012, Wells REIT II believes it was in compliance with the restrictive covenants on its 2018 Bonds Payable.
The estimated fair value of Wells REIT II's 2018 Bonds Payable as of March 31, 2012 and December 31, 2011 was approximately $251.1 million. The fair value of the 2018 Bonds Payable was estimated based on discounted cash flow analyses using the current incremental borrowing rates for similar types of borrowing as the 2018 Bonds Payable arrangements as of the respective reporting dates (Level 2). The discounted cash flow method of assessing fair value results in a general approximation of value, and such value may never actually be realized.
6.
Commitments and Contingencies
Commitments Under Existing Lease Agreements
Certain lease agreements include provisions that, at the option of the tenant, may obligate Wells REIT II to expend capital to expand an existing property or provide other expenditures for the benefit of the tenant. As of March 31, 2012, no tenants have exercised such options that had not been materially satisfied.



Page 17


Litigation
Wells REIT II is subject to various legal proceedings, claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance. Management makes assumptions and estimates concerning the likelihood and amount of any potential loss relating to these matters using the latest information available. Wells REIT II records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, Wells REIT II accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, Wells REIT II accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, Wells REIT II discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, Wells REIT II discloses the nature and estimate of the possible loss of the litigation. Wells REIT II does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote. Based on current expectations, such matters, both individually and in the aggregate, are not expected to have a material adverse effect on the liquidity, results of operations, business or financial condition of Wells REIT II. Wells REIT II is not currently involved in any legal proceedings of which management would consider the outcome to be reasonably likely to have a material adverse effect on the results of operations or financial condition of Wells REIT II.
7.
Supplemental Disclosures of Noncash Investing and Financing Activities
Outlined below are significant noncash investing and financing activities for the three months ended March 31, 2012 and 2011 (in thousands): 
 
Three months ended
March 31,
 
2012
 
2011
Other assets assumed upon acquisition of properties
$
50

 
$

Other liabilities assumed upon acquisition of property
$

 
$
6,430

Noncash interest accruing to notes payable
$
75

 
$
3,840

Market value adjustment to interest rate swap that qualifies for hedge accounting treatment
$
608

 
$
752

Accrued capital expenditures and deferred lease costs
$
8,660

 
$
8,481

Accrued deferred financing costs
$
10

 
$
342

Accrued redemptions of common stock
$
1,397

 
$
827

Increase in redeemable common stock
$
64,303

 
$
84,952

 
8.
Related-Party Transactions and Agreements
Advisory Agreement
Wells REIT II is party to an agreement with WREAS II, under which WREAS II is required to perform certain key functions on behalf of Wells REIT II, including, among others, the investment of capital proceeds and management of day-to-day operations (the "Advisory Agreement"). WREAS II has executed master services agreements with Wells Capital, Inc. ("Wells Capital") and Wells Management Company, Inc. ("Wells Management") whereby WREAS II may retain the use of Wells Capital's and Wells Management's employees as necessary to perform the services required under the Advisory Agreement, and in return, shall reimburse Wells Capital and Wells Management for the associated personnel costs. Further, under the terms of the Advisory Agreement, Wells Real Estate Funds, Inc. ("WREF") guarantees WREAS II's performance of services and any amounts payable to Wells REIT II in connection therewith. The agreement may be terminated, without cause or penalty, by either party upon providing 60 days' prior written notice to the other party.
Under the terms of the Advisory Agreement, Wells REIT II incurs fees and reimbursements payable to WREAS II and its affiliates for services as described below:
Reimbursement of organization and offering costs paid by WREAS II and its affiliates on behalf of Wells REIT II, not to exceed 2.0% of gross offering proceeds.




Page 18


Through July 31, 2011, acquisition fees were incurred at 2.0% of gross offering proceeds, subject to certain limitations. Effective August 1, 2011, acquisition fees have been incurred at 1% of the property purchase price (excluding acquisition expenses); however, in no event may total acquisition fees for the calendar year exceed 2% of total gross offering proceeds. Wells REIT II also reimburses WREAS II and its affiliates for expenses it pays to third parties in connection with acquisitions or potential acquisitions.
Asset management fees are incurred monthly at one-twelfth of 0.625% of the lesser of (i) gross cost, as defined, of all properties of Wells REIT II (other than those that fail to meet specified occupancy thresholds) and investments in joint ventures, or (ii) the aggregate value of Wells REIT II's interest in the properties and joint ventures as established with the most recent asset-based valuation, until the monthly payment equals $2.7 million (or $32.5 million annualized), as of the last day of each preceding month. For the first three months of 2011, Wells REIT II generally paid monthly asset management fees equal to one-twelfth of 0.625% of the cost of all of Wells REIT II's properties (other than those that fail to meet specified occupancy thresholds) and its investments in joint ventures; from April 2011 through March 2012, asset management fees were capped at $2.7 million per month (or $32.5 million annualized) following the March 2011 acquisition of the Market Square Buildings. With respect to (ii) above, Wells REIT II published its first net asset-based valuation (per share) on November 8, 2011, which has not impacted asset management fees incurred to date due to continued applicability of the $2.7 million per month ($32.5 million per annum) cap described above.
Reimbursement for all costs and expenses WREAS II and its affiliates incur in fulfilling its duties as the asset portfolio manager, including (i) wages and salaries (but excluding bonuses other than the signing bonus paid to E. Nelson Mills upon his appointment as President of Wells REIT II) and other employee-related expenses of WREAS II and its affiliates' employees, who perform a full range of real estate services for Wells REIT II, including management, administration, operations, and marketing, and are billed to Wells REIT II based on the amount of time spent on Wells REIT II by such personnel, provided that such expenses are not reimbursed if incurred in connection with services for which WREAS II and its affiliates receive a disposition fee (described below) or an acquisition fee, and (ii) amounts paid for IRA custodial service costs allocated to Wells REIT II accounts. The Advisory Agreement limits the amount of reimbursements to the Advisor of "portfolio general and administrative expenses" and "personnel expenses," as defined, to the extent they would exceed $18.7 million and $10.5 million, respectively, for the period from January 1, 2011 through December 31, 2011 and $4.5 million and $2.5 million, respectively, for the period from January 1, 2012 through March 31, 2012.
For any property sold by Wells REIT II, other than part of a "bulk sale" of assets, as defined, a disposition fee equal to 1.0% of the sales price, with the limitation that the total real estate commissions (including such disposition fee) for any Wells REIT II property sold may not exceed the lesser of (i) 6.0% of the sales price of each property or (ii) the level of real estate commissions customarily charged in light of the size, type, and location of the property.
Incentive fee of 10% of net sales proceeds remaining after stockholders have received distributions equal to the sum of the stockholders' invested capital, plus an 8% per annum cumulative return of invested capital, which fee is payable only if the shares of common stock of Wells REIT II are not listed on an exchange.
Listing fee of 10% of the amount by which the market value of the stock plus distributions paid prior to listing exceeds the sum of 100% of the invested capital, plus an 8% per annum cumulative return on invested capital, which fee will be reduced by the amount of any incentive fees paid as described in the preceding bullet.
Advisory Agreement Renewal
On April 1, 2012, Wells REIT II renewed the advisory agreement with WREAS II for an additional three months (the "April Renewed Advisory Agreement"). The April Renewed Advisory Agreement is effective from April 1, 2012 through June 30, 2012 and has materially the same terms as the agreement that was in effect through March 31, 2012, with limits on reimbursements to WREAS II of "portfolio general and administrative expenses" and "personnel expenses," as defined, to the extent they would exceed approximately $4.5 million and $2.5 million, respectively, for the period from April 1, 2012 through June 30, 2012. In addition, the April Renewed Advisory Agreement includes a limit of $1.5 million on acquisition fees during the term of the agreement.
Proposed Agreements with Wells Real Estate Funds and its Affiliates
Although Wells REIT II can give no assurance that the parties will be able to come to agreement, Wells REIT II is working to document and agree to the following proposed arrangements with Wells Real Estate Funds and its affiliates:
Advisory Agreements. Wells REIT II is in negotiations to enter into an advisory agreement for the period from July 1 through December 31, 2012. The parties expect that the total fees and reimbursements under this agreement (the "Initial Term Advisory Agreement"), would reflect savings of approximately $375,000 to the company. Following the expiration of the Initial Term


Page 19


Advisory Agreement, the parties expect to enter into a subsequent advisory agreement for another year with fees and reimbursements being approximately $1,750,000 less than Wells REIT II pays for such services under the current payment terms. This one-year advisory agreement, which is referred to as the "Renewal Advisory Agreement," and the Initial Term Advisory Agreement would each be terminable on 60 days' notice without penalty by either party. The Renewal Advisory Agreement would also automatically terminate upon the exercise of the WREAS II Assignment Option, which is described below.
Wells REIT II expects that stockholder and communications services (currently provided under Well REIT II's advisory agreement) would be covered under a separate agreement with Wells Real Estate Funds or an affiliate of WREF (the "Investor Services Agreement"). The savings referenced in the prior paragraph are inclusive of the amounts expected to be paid under the Investor Services Agreement. Accordingly, if WREF enters into the Initial Term Advisory Agreement, the Renewal Advisory Agreement and the Investor Services Agreement, from July 1, 2012 through December 31, 2013, Wells REIT II would expect to receive all of the services Wells REIT II currently receive from the Advisor and its affiliates under Wells REIT II's current advisory agreement for a total cost that is approximately $2,125,000 less than Wells REIT II would pay for such services under current payment terms. The Investor Services Agreement would commence on July 1, 2012 for a six-month term. Wells REIT II expects the Investor Services Agreement would be renewed on the same terms for a one-year term commencing January 1, 2013. The Investor Services Agreement would be terminable on 60 days' notice without penalty. Also, upon the exercise of the WREAS II Assignment Option, certain caps designed to ensure the savings described above would expire.
Transitional Services Agreement. Subject to coming to terms on final documentation, WREF has indicated a willingness to enter into a Transitional Services Agreement pursuant to which WREF would be obligated to assign WREAS II to Wells REIT II at a time of Wells REIT II's choosing during the term of the Renewal Advisory Agreement (the "WREAS II Assignment Option"). No payment would be associated with this assignment. However, Wells REIT II would agree to pay WREF for the work required to transfer sufficient employees, proprietary systems and processes and assets to WREAS II to prepare for a successful transition to self-management. The Transitional Services Agreement would commence on July 1, 2012 and run through December 31, 2013. Wells REIT II would pay WREF $500,000 per month for the first 12 months for these services, with no additional payments required during the last six months of the agreement's term. The Transitional Services Agreement would not be terminable by either party except for cause. Should Wells REIT II exercise the proposed WREAS II Assignment Option prior to December 31, 2013, Wells REIT II must also agree to enter into a consulting agreement with WREF pursuant to which WREF would consult with Wells REIT II regarding certain of the matters covered by the Renewal Advisory Agreement at a price equal to the amounts remaining to be paid under that agreement less the costs assumed by Wells REIT II in connection with the assignment.
Agreements with WREF After Wells REIT II's Self-management. Upon becoming self-managed through the exercise of the WREAS II Assignment Option, Wells REIT II would expect to have the following agreements in place with WREF or its affiliates:
Investor Services Agreement (described above), with payment terms to be negotiated.
Operations and Administrative Support Agreement, with respect to the provision of human resources services, certain information technology services (such as desktop support services) and accounts payable administration. Whether Wells REIT II enters into this agreement would be solely at its discretion depending upon Wells REIT II's needs at that time. Assuming Wells REIT II had 50 employees during the first year that it was self-managed, Wells REIT II estimates the maximum annual costs under such an agreement would be less than $900,000.
Lease and Occupancy Agreement, with respect to the leasing of office space at a cost of approximately $250,000 per year. Whether Wells REIT II enters into this agreement would be solely at Wells REIT II's discretion as Wells REIT II might choose to lease space elsewhere.
Master Property Management, Leasing and Construction Management Agreement (the "Master Property Management Agreement"). Wells REIT II is already party to this agreement with Wells Management. The current agreement is terminable without penalty on 60 days' notice. Whether Wells REIT II terminates this agreement or renew or modify it following Wells REIT II's becoming self-managed would be solely at Wells REIT II's discretion. Wells REIT II expects this agreement would be at market rates.
Property Management, Leasing, and Construction Agreement
Wells REIT II and Wells Management, an affiliate of WREAS II, were party to a master property management, leasing, and construction agreement (the "Management Agreement") during 2011 and 2012, under which Wells Management received the following fees and reimbursements in consideration for supervising the management, leasing, and construction of certain Wells REIT II properties:



Page 20


Property management fees in an amount equal to a percentage negotiated for each property managed by Wells Management of the gross monthly income collected for that property for the preceding month;
Leasing commissions for new, renewal, or expansion leases entered into with respect to any property for which Wells Management serves as leasing agent equal to a percentage as negotiated for that property of the total base rental and operating expenses to be paid to Wells REIT II during the applicable term of the lease, provided, however, that no commission shall be payable as to any portion of such term beyond 10 years;
Initial lease-up fees for newly constructed properties under the agreement, generally equal to one month's rent;
Fees equal to a specified percentage of up to 5% of all construction build-out funded by Wells REIT II, given as a leasing concession, and overseen by Wells Management; and
Other fees as negotiated with the addition of each specific property covered under the agreement.
Related-Party Costs
Pursuant to the terms of the agreements described above, Wells REIT II incurred the following related-party costs for the three months ended March 31, 2012 and 2011, respectively (in thousands):
 
Three months ended
March 31,
 
2012
 
2011
Asset management fees
$
8,125

 
7,719

Administrative reimbursements, net(1)
2,752

 
2,840

Property management fees
1,226

 
1,049

Acquisition fees

 
648

Construction fees(2)
41

 
39

Total
$
12,144

 
$
12,295

(1) 
Administrative reimbursements are presented net of reimbursements from tenants of approximately $1.1 million and $0.8 million for the three months ended March 31, 2012 and 2011, respectively.
(2) 
Construction fees are capitalized to real estate assets as incurred.
Wells REIT II incurred no related-party commissions, dealer-manager fees, other offering costs, incentive fees, listing fees, disposition fees or leasing commissions during the three months ended March 31, 2012 and 2011, respectively.
Due to Affiliates
The detail of amounts due to WREAS II and its affiliates is provided below as of March 31, 2012 and December 31, 2011 (in thousands): 
 
March 31,
2012
 
December 31,
2011
Administrative reimbursements
$
1,259

 
$
217

Asset and property management fees
359

 
3,112

 
$
1,618

 
$
3,329

Operational Dependency
Wells REIT II has engaged WREAS II and Wells Management to provide certain services that are essential to Wells REIT II, including asset management services, supervision of the property management and leasing of some properties owned by Wells REIT II, asset acquisition and disposition services, as well as other administrative responsibilities for Wells REIT II, including accounting services, stockholder communications, and investor relations. Further, WREAS II has engaged Wells Capital to retain the use of its employees to carry out certain of the services listed above. As a result of these relationships, Wells REIT II's operations are dependent upon WREAS II, Wells Capital, and Wells Management.
WREAS II, Wells Capital, and Wells Management are owned and controlled by WREF. Historically, the operations of WREAS II, Wells Capital, and Wells Management have represented substantially all of the business of WREF. Accordingly, Wells REIT II


Page 21


focuses on the financial condition of WREF when assessing the financial condition of WREAS II, Wells Capital, and Wells Management. In the event that WREF were to become unable to meet its obligations as they become due, Wells REIT II might be required to find alternative service providers. Future net income generated by WREF will be largely dependent upon the amount of fees earned by WREF's subsidiaries based on, among other things, the level of investor proceeds raised and the volume of future acquisitions and dispositions of real estate assets by other WREF-sponsored real estate programs, as well as distribution income earned from equity interests in another REIT previously sponsored by Wells Capital. As of March 31, 2012, Wells REIT II has no reason to believe that WREF does not have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on hand, and other investments and borrowing capacity necessary to meet its obligations as they become due. Modifying Wells REIT II's service agreements, as described in the preceding section Proposed Agreements with Wells Real Estate Funds and its Affiliates, could impact WREF's future net income and future access to liquidity and capital resources.
9.
Assets Held for Sale and Discontinued Operations
Assets Held for Sale
In accordance with GAAP, assets that meet certain criteria for disposal are required to be classified as "held for sale" in the accompanying balance sheets. As of December 31, 2011, Emerald Point, a four-story office building in Dublin, California, and 5995 Opus Parkway, a five-story office building in Minnetonka, Minnesota, were subject to firm sales contracts and, thus, classified as "held for sale" in the accompanying consolidated balance sheet as of December 31, 2011. The Emerald Point sale closed on January 9, 2012 for $37.3 million, exclusive of transaction costs, and the 5995 Opus Parkway sale closed on January 12, 2012 for $22.8 million, exclusive of transaction costs.
The major classes of assets and liabilities classified as held for sale as of December 31, 2011 is provided below (in thousands):
 
December 31,
2011
Real estate assets held for sale:
 
Real estate assets, at cost:
 
Land
$
11,536

Buildings and improvements, less accumulated depreciation of $6,509
25,972

Intangible lease assets, less accumulated amortization of $3,042

Total real estate assets held for sale, net
$
37,508

 
 
Other assets held for sale:
 
Tenant receivables
$
1,747

Prepaid expenses and other assets
39

Intangible lease origination costs, less accumulated amortization of $2,018

Deferred lease costs, less accumulated amortization of $242
1,646

Total other assets held for sale, net
$
3,432

 
 
Liabilities held for sale:
 
Accounts payable, accrued expenses, and accrued capital expenditures
$
176

Due to affiliates
2

Deferred income
446

Total liabilities held for sale
$
624

Discontinued Operations
The historical operating results and gains (losses) from the disposition of certain assets, including assets "held for sale" and operating properties sold, are required to be reflected in a separate section ("discontinued operations") in the consolidated statements of operations for all periods presented. As a result, the revenues and expenses of Emerald Point, 5995 Opus Parkway and the Manhattan Towers property are included in income (loss) from discontinued operations in the accompanying consolidated statements of operations for all periods presented. On September 6, 2011, Wells REIT II transferred the Manhattan Towers property, an office building located in Manhattan Beach, California, to an affiliate of its lender in connection with settling a $75.0 million mortgage note through a deed in lieu of foreclosure transaction, resulting in a $13.5 million gain on extinguishment of debt.



Page 22


The following table shows the revenues and expenses of the above-described discontinued operations (in thousands):
 
Three months ended
March 31,
 
2012
 
2011
Revenues:
 
 
 
Rental income
$
89

 
$
1,247

Tenant reimbursements
203

 
302

 
292

 
1,549

Expenses:
 
 
 
Property operating costs
186

 
1,597

Asset and property management fees
38

 
31

Depreciation

 
676

Amortization
6

 
226

General and administrative
13

 
87

Total expenses
243

 
2,617

Real estate operating loss
49

 
(1,068
)
Other income (expense):
 
 
 
Interest expense

 
(1,074
)
Operating income (loss) from discontinued operations
49

 
(2,142
)
Gain on sale of real estate assets
16,885

 

Income (loss) from discontinued operations
$
16,934

 
$
(2,142
)
10.     Financial Information for Parent Guarantor, Other Guarantor Subsidiaries and Non-Guarantor Subsidiaries
The 2018 Bonds Payable (see Note 5. Bonds Payable) are guaranteed by Wells REIT II and certain direct and indirect subsidiaries of each of Wells REIT II and Wells OP II. On February 3, 2012, in connection with the execution of the $450 Million Term Loan, Wells REIT II added two subsidiaries as guarantors to the $450 Million Term Loan, the JPMorgan Chase Credit Facility, and the 2018 Bonds Payable, which resulted in the reclassification of prior-period amounts between the guarantor and non-guarantor groupings within the condensed consolidating financial statements to conform with the current period presentation. In accordance with SEC Rule 3-10(d), Wells REIT II includes herein condensed consolidating financial information in lieu of separate financial statements of the subsidiary issuer (Wells OP II) and Subsidiary Guarantors, as defined in the bond indenture, because all of the following criteria are met:
(1)
The subsidiary issuer (Wells OP II) and all Subsidiary Guarantors are 100% owned by the parent company guarantor (Wells REIT II);
(2)
The guarantees are full and unconditional; and
(3)
The guarantees are joint and several.
Wells REIT II uses the equity method with respect to its investment in subsidiaries included in its condensed consolidating financial statements. Set forth below are Wells REIT II's condensed consolidating balance sheets as of March 31, 2012 and December 31, 2011 (in thousands) as well as its condensed consolidating statements of operations (in thousands) for the three month periods ended March 31, 2012 and 2011; its condensed consolidating statements of comprehensive income; and its condensed consolidating statements of cash flows (in thousands), for the three months ended March 31, 2012 and 2011.


Page 23


Condensed Consolidating Balance Sheets (in thousands)
 
As of March 31, 2012
 
Wells
REIT II
(Parent)
 
Wells
OP II 
(the Issuer)
 
Guarantors
 
Non-
Guarantors
 
Consolidating
adjustments
 
Wells
REIT II
(Consolidated)
Assets:
 
 
 
 
 
 
 
 
 
 
 
Real estate assets, at cost
 
 
 
 
 
 
 
 
 
 
 
Land
$

 
$
12,175

 
$
223,522

 
$
468,639

 
$

 
$
704,336

Buildings and improvements

 
62,296

 
1,625,531

 
1,760,295

 

 
3,448,122

Intangible lease assets

 
1,838

 
145,689

 
227,275

 

 
374,802

Construction in progress

 
447

 
3,206

 
5,288

 

 
8,941

Total real estate assets

 
76,756

 
1,997,948

 
2,461,497

 

 
4,536,201

Cash and cash equivalents
22,579

 
8,124

 
6,616

 
11,837

 

 
49,156

Investment in subsidiaries
3,233,016

 
2,748,670

 

 

 
(5,981,686
)
 

Tenant receivables, net of allowance

 
3,435

 
60,328

 
68,356

 
(5,601
)
 
126,518

Prepaid expenses and other assets
178,078

 
204,297

 
4,070

 
24,917

 
(380,949
)
 
30,413

Deferred financing costs

 
10,280

 

 
1,111

 

 
11,391

Intangible lease origination costs

 
1,240

 
127,278

 
91,488

 

 
220,006

Deferred lease costs

 
1,919

 
34,386

 
40,337

 

 
76,642

Investments in development authority bonds

 
60,000

 
466,000

 
120,000

 

 
646,000

Total assets
$
3,433,673

 
$
3,114,721

 
$
2,696,626

 
$
2,819,543

 
$
(6,368,236
)
 
$
5,696,327

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Line of credit and notes payable
$

 
$
475,000

 
$
147,304

 
$
934,757

 
$
(379,307
)
 
$
1,177,754

Bonds payable

 
248,489

 

 

 

 
248,489

Accounts payable, accrued expenses, and accrued capital expenditures
1,391

 
10,477

 
22,999

 
41,825

 
(5,601
)
 
71,091

Due to affiliates

 
891

 
1,221

 
1,148

 
(1,642
)
 
1,618

Deferred income

 
1,160

 
20,898

 
14,095

 

 
36,153

Intangible lease liabilities

 

 
37,747

 
47,539

 

 
85,286

Obligations under capital leases

 
60,000

 
466,000

 
120,000

 

 
646,000

Total liabilities
1,391

 
796,017

 
696,169

 
1,159,364

 
(386,550
)
 
2,266,391

 
 
 
 
 
 
 
 
 
 
 
 
Redeemable common stock
177,450

 

 

 

 

 
177,450

 
 
 
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
 
 
 
 
Total Wells Real Estate Investment Trust II, Inc. stockholders’ equity
3,254,832

 
2,318,704

 
2,000,457

 
1,659,873

 
(5,981,686
)
 
3,252,180

Nonredeemable noncontrolling interests

 

 

 
306

 

 
306

Total equity
3,254,832

 
2,318,704

 
2,000,457

 
1,660,179

 
(5,981,686
)
 
3,252,486

Total liabilities, redeemable common stock, and equity
$
3,433,673

 
$
3,114,721

 
$
2,696,626

 
$
2,819,543

 
$
(6,368,236
)
 
$
5,696,327






Page 24


Condensed Consolidating Balance Sheets (in thousands)
 
As of December 31, 2011
 
Wells
REIT II
(Parent)
 
Wells
OP II 
(the Issuer)
 
Guarantors
 
Non-
Guarantors
 
Consolidating
adjustments
 
Wells
REIT II
(Consolidated)
Assets:
 
 
 
 
 
 
 
 
 
 
 
Real estate assets, at cost
 
 
 
 
 
 
 
 
 
 
 
Land
$

 
$

 
$
223,522

 
$
480,814

 
$

 
$
704,336

Building and improvements

 

 
1,635,910

 
1,837,061

 

 
3,472,971

Intangible lease assets

 

 
153,070

 
238,919

 

 
391,989

Construction in progress

 

 
4,224

 
4,190

 

 
8,414

Real estate assets held for sale

 

 

 
37,508

 

 
37,508

Total real estate assets

 

 
2,016,726

 
2,598,492

 

 
4,615,218

Cash and cash equivalents
11,291

 
10,597

 
9,133

 
8,447

 

 
39,468

Investment in subsidiaries
3,275,979

 
2,786,248

 

 

 
(6,062,227
)
 

Tenant receivables, net of allowance

 

 
58,435

 
77,471

 
(5,357
)
 
130,549

Prepaid expenses and other assets
177,444

 
202,126

 
2,056

 
29,009

 
(377,804
)
 
32,831

Deferred financing costs

 
8,287

 

 
1,155

 

 
9,442

Intangible lease origination costs

 

 
133,052

 
98,286

 

 
231,338

Deferred lease costs

 

 
28,650

 
39,639

 

 
68,289

Investments in development authority bonds

 

 
466,000

 
180,000

 

 
646,000

Other assets held for sale

 

 

 
3,432

 

 
3,432

Total assets
$
3,464,714

 
$
3,007,258

 
$
2,714,052

 
$
3,035,931

 
$
(6,445,388
)
 
$
5,776,567

 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
Lines of credit and notes payable
$

 
$
484,000

 
$
147,730

 
$
966,123

 
$
(376,793
)
 
$
1,221,060

Bonds payable

 
248,426

 

 

 

 
248,426

Accounts payable, accrued expenses, and accrued capital expenditures
1,652

 
5,696

 
24,871

 
45,487

 
(5,357
)
 
72,349

Due to affiliates

 
2,779

 
1,178

 
383

 
(1,011
)
 
3,329

Deferred income

 

 
22,280

 
12,799

 

 
35,079

Intangible lease liabilities

 

 
39,224

 
50,357

 

 
89,581

Obligations under capital leases

 

 
466,000

 
180,000

 

 
646,000

Liabilities held for sale

 

 

 
624

 

 
624

Total liabilities
1,652

 
740,901

 
701,283

 
1,255,773

 
(383,161
)
 
2,316,448

 
 
 
 
 
 
 
 
 
 
 
 
Redeemable common stock
113,147

 

 

 

 

 
113,147

 
 
 
 
 
 
 
 
 
 
 
 
Equity:
 
 
 
 
 
 
 
 
 
 
 
Total Wells Real Estate Investment Trust II, Inc. stockholders’ equity
3,349,915

 
2,266,357

 
2,012,769

 
1,779,841

 
(6,062,227
)
 
3,346,655

Nonredeemable noncontrolling interests

 

 

 
317

 

 
317

Total equity
3,349,915

 
2,266,357

 
2,012,769

 
1,780,158

 
(6,062,227
)
 
3,346,972

Total liabilities, redeemable common stock, and equity
$
3,464,714

 
$
3,007,258

 
$
2,714,052

 
$
3,035,931

 
$
(6,445,388
)
 
$
5,776,567



Page 25


Consolidating Statements of Operations (in thousands)

 
For the three months ended March 31, 2012
 
Wells
REIT II
(Parent)
 
Wells
OP II
(the Issuer)
 
Guarantors
 
Non-
Guarantors
 
Consolidating
adjustments
 
Wells
REIT II
(Consolidated)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental income
$

 
$
3,523

 
$
58,188

 
$
59,525

 
$
(750
)
 
$
120,486

Tenant reimbursements

 
153

 
9,901

 
15,737

 

 
25,791

Hotel income

 

 

 
4,375

 

 
4,375

Other property income

 
36

 
201

 
1,604

 
(142
)
 
1,699

 

 
3,712

 
68,290

 
81,241

 
(892
)
 
152,351

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Property operating costs

 
1,219

 
16,568

 
26,853

 
(106
)
 
44,534

Hotel operating costs

 

 

 
4,847

 
(750
)
 
4,097

Asset and property management fees:
 
 
 
 
 
 
 
 
 
 
 
Related-party
8,008

 
86

 
452

 
841

 
(36
)
 
9,351

Other

 

 
452

 
379

 

 
831

Depreciation

 
603

 
13,699

 
15,823

 

 
30,125

Amortization

 
629

 
12,630

 
13,791

 

 
27,050

General and administrative

 
4,364

 
191

 
788

 

 
5,343

 
8,008

 
6,901

 
43,992

 
63,322

 
(892
)
 
121,331

Real estate operating (loss) income
(8,008
)
 
(3,189
)
 
24,298

 
17,919

 

 
31,020

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest expense

 
(8,704
)
 
(10,072
)
 
(14,540
)
 
6,460

 
(26,856
)
Interest and other income
1,997

 
5,366

 
7,307

 
1,806

 
(6,460
)
 
10,016

Loss on interest rate swap

 

 

 
(76
)
 

 
(76
)
Income (loss) from equity investment
37,142

 
43,282

 

 

 
(80,424
)
 

 
39,139

 
39,944

 
(2,765
)
 
(12,810
)
 
(80,424
)
 
(16,916
)
Income (loss) before income tax (expense) benefit
31,131

 
36,755

 
21,533

 
5,109

 
(80,424
)
 
14,104

Income tax (expense) benefit

 
(11
)
 
(49
)
 
157

 

 
97

Income (loss) from continuing operations
31,131

 
36,744

 
21,484

 
5,266

 
(80,424
)
 
14,201

Discontinued operations:
 
 
 
 
 
 
 
 
 
 
 
Operating income from discontinued operations

 

 

 
49

 

 
49

Gains on dispositions of discontinued operations

 

 

 
16,885

 

 
16,885

Income from discontinued operations

 

 

 
16,934

 

 
16,934

Net income (loss)
31,131

 
36,744

 
21,484

 
22,200

 
(80,424
)
 
31,135

Less: net income attributable to noncontrolling interests

 

 

 
(4
)
 

 
(4
)
Net income (loss) attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.
$
31,131

 
$
36,744

 
$
21,484

 
$
22,196

 
$
(80,424
)
 
$
31,131











Page 26


Consolidating Statements of Operations (in thousands)

 
For the three months ended March 31, 2011
 
Wells
REIT II
(Parent)
 
Wells
OP II
(the Issuer)
 
Guarantors
 
Non-
Guarantors
 
Consolidating
adjustments
 
Wells
REIT II
(Consolidated)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental income
$

 
$

 
$
58,825

 
$
56,035

 
$
(1,241
)
 
$
113,619

Tenant reimbursements

 

 
10,546

 
15,361

 

 
25,907

Hotel income

 

 

 
4,150

 

 
4,150

Other property income

 
35

 
118

 
297

 
(167
)
 
283

 

 
35

 
69,489

 
75,843

 
(1,408
)
 
143,959

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Property operating costs

 

 
17,241

 
24,579

 
(132
)
 
41,688

Hotel operating costs

 

 

 
5,253

 
(1,241
)
 
4,012

Asset and property management fees:
 
 
 
 
 
 
 
 
 
 
 
Related-party
7,546

 

 
352

 
897

 
(35
)
 
8,760

Other

 

 
577

 
327

 

 
904

Depreciation

 

 
13,751

 
13,691

 

 
27,442

Amortization

 

 
15,331

 
14,835

 

 
30,166

General and administrative
25

 
4,786

 
1,095

 
708

 

 
6,614

Acquisition fees and expenses
651

 

 

 
9,375

 

 
10,026

 
8,222

 
4,786

 
48,347

 
69,665

 
(1,408
)
 
129,612

Real estate operating (loss) income
(8,222
)
 
(4,751
)
 
21,142

 
6,178

 

 
14,347

Other income (expense):
 
 
 
 
 
 
 
 
 
 
 
Interest expense

 
(3,909
)
 
(11,020
)
 
(11,528
)
 
4,292

 
(22,165
)
Interest and other income
2,042

 
4,292

 
7,309

 
2,704

 
(4,292
)
 
12,055

Gain on interest rate swap

 

 

 
89

 

 
89

Income (loss) from equity investment
8,593

 
19,712

 

 

 
(28,305
)
 

 
10,635

 
20,095

 
(3,711
)
 
(8,735
)
 
(28,305
)
 
(10,021
)
Income (loss) before income tax (expense) benefit
2,413

 
15,344

 
17,431

 
(2,557
)
 
(28,305
)
 
4,326

Income tax (expense) benefit

 

 
(59
)
 
290

 

 
231

Income (loss) from continuing operations
2,413

 
15,344

 
17,372

 
(2,267
)
 
(28,305
)
 
4,557

Discontinued operations:
 
 
 
 
 
 
 
 
 
 
 
Operating loss from discontinued operations

 

 

 
(2,142
)
 

 
(2,142
)
Loss from discontinued operations

 

 

 
(2,142
)
 

 
(2,142
)
Net income (loss)
2,413

 
15,344

 
17,372

 
(4,409
)
 
(28,305
)
 
2,415

Less: net income attributable to noncontrolling interests

 

 

 
(4
)
 

 
(4
)
Net income (loss) attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.
$
2,413

 
$
15,344

 
$
17,372

 
$
(4,413
)
 
$
(28,305
)
 
$
2,411




Page 27


Consolidating Statements of Comprehensive Income (in thousands)
 
For the three months ended March 31, 2012
 
Wells
REIT II
(Parent)
 
Wells
OP II
(the Issuer)
 
Guarantors
 
Non-
Guarantors
 
Consolidating
adjustments
 
Wells
REIT II
(Consolidated)
Net income (loss) attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.
$
31,131

 
$
36,744

 
$
21,484

 
$
22,196

 
$
(80,424
)
 
$
31,131

Market value adjustment to interest rate swap

 
608

 

 

 

 
608

Comprehensive income (loss) attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.
31,131

 
37,352

 
21,484

 
22,196

 
(80,424
)
 
31,739

Comprehensive income attributable to noncontrolling interests

 

 

 
4

 

 
4

Comprehensive income (loss)
$
31,131

 
$
37,352

 
$
21,484

 
$
22,200

 
$
(80,424
)
 
$
31,743

 
For the three months ended March 31, 2011
 
Wells
REIT II
(Parent)
 
Wells
OP II
(the Issuer)
 
Guarantors
 
Non-
Guarantors
 
Consolidating
adjustments
 
Wells
REIT II
(Consolidated)
Net income (loss) attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.
$
2,413

 
$
15,344

 
$
17,372

 
$
(4,413
)
 
$
(28,305
)
 
$
2,411

Market value adjustment to interest rate swap

 

 

 
752

 

 
752

Comprehensive income (loss) attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.
2,413

 
15,344

 
17,372

 
(3,661
)
 
(28,305
)
 
3,163

Comprehensive income attributable to noncontrolling interests

 

 

 
4

 

 
4

Comprehensive income (loss)
$
2,413

 
$
15,344

 
$
17,372

 
$
(3,657
)
 
$
(28,305
)
 
$
3,167




Page 28


Consolidating Statements of Cash Flows (in thousands)

 
For the three months ended March 31, 2012
 
Wells
REIT II
(Parent)
 
Wells
OP II
(the Issuer)
 
Guarantors
 
Non-
Guarantors
 
Wells
REIT II
(Consolidated)
Cash flows from operating activities:
$

 
$
(18,568
)
 
$
51,862

 
$
40,300

 
$
73,594

 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Net proceeds from sale of real estate

 
57,685

 

 

 
57,685

Investment in real estate and related assets

 
(1,730
)
 
(7,230
)
 
(4,038
)
 
(12,998
)
Net cash provided by (used in) investing activities

 
55,955

 
(7,230
)
 
(4,038
)
 
44,687

 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Borrowings, net of fees

 
406,279

 

 

 
406,279

Repayments

 
(418,000
)
 

 
(34,415
)
 
(452,415
)
Distributions
(67,954
)
 

 

 
(15
)
 
(67,969
)
Intercompany transfers, net
73,442

 
(28,139
)
 
(47,149
)
 
1,846

 

Issuance of common stock, net of redemptions and fees
5,800

 

 

 

 
5,800

Net cash provided by (used in) financing activities
11,288

 
(39,860
)
 
(47,149
)
 
(32,584
)
 
(108,305
)
 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
11,288

 
(2,473
)
 
(2,517
)
 
3,678

 
9,976

Effect of foreign exchange rate on cash and cash equivalents

 

 

 
(288
)
 
(288
)
Cash and cash equivalents, beginning of period
11,291

 
10,597

 
9,133

 
8,447

 
39,468

Cash and cash equivalents, end of period
$
22,579

 
$
8,124

 
$
6,616

 
$
11,837

 
$
49,156




Page 29


Consolidating Statements of Cash Flows (in thousands)

 
For the three months ended March 31, 2011
 
Wells
REIT II
(Parent)
 
Wells
OP II
(the Issuer)
 
Guarantors
 
Non-
Guarantors
 
Wells
REIT II
(Consolidated)
Cash flows from operating activities:
$
1,365

 
$
(17,684
)
 
$
48,315

 
$
25,764

 
$
57,760

 
 
 
 
 
 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
 
 
 
 
 
Investment in real estate and related assets
(598,425
)
 

 
(2,741
)
 
(11,164
)
 
(612,330
)
Net cash used in investing activities
(598,425
)
 

 
(2,741
)
 
(11,164
)
 
(612,330
)
 
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
 
Borrowings, net of fees

 
620,153

 

 

 
620,153

Repayments

 
(20,000
)
 

 
(485
)
 
(20,485
)
Distributions
(67,485
)
 

 

 
(13
)
 
(67,498
)
Intercompany transfers
651,971

 
(591,030
)
 
(46,111
)
 
(14,830
)
 

Issuance of common stock, net of redemptions and fees
16,102

 

 

 

 
16,102

Net cash provided by (used in) financing activities
600,588

 
9,123

 
(46,111
)
 
(15,328
)
 
548,272

 
 
 
 
 
 
 
 
 
 
Net increase (decrease) in cash and cash equivalents
3,528

 
(8,561
)
 
(537
)
 
(728
)
 
(6,298
)
Effect of foreign exchange rate on cash and cash equivalents

 

 

 
36

 
36

Cash and cash equivalents, beginning of period
8,281

 
11,074

 
8,250

 
11,277

 
38,882

Cash and cash equivalents, end of period
$
11,809

 
$
2,513

 
$
7,713

 
$
10,585

 
$
32,620


11.
Subsequent Event
In connection with the preparation of its consolidated financial statements and notes thereto included in this report on Form 10-Q, Wells REIT II has evaluated its subsequent events and provided disclosures for such material subsequent events in, among others, Note 4. Lines of Credit and Notes Payable within this filing.
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and notes thereto. See also "Cautionary Note Regarding Forward-Looking Statements" preceding Part I, as well as our consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2011.
Overview
From 2004 through 2010, we raised approximately $5.9 billion in gross equity proceeds and, along with borrowings, invested those proceeds, net of fees, into commercial real estate consisting primarily of high-quality, income-producing office and industrial properties leased to creditworthy entities located in major metropolitan areas throughout the United States. Following our initial growth period, during 2011 and 2012, we have concentrated our efforts on actively managing our assets and exploring a variety of strategic opportunities focused on enhancing the composition of our portfolio and the total return potential for the REIT. In doing so, we have made strategic acquisitions and dispositions, and entered into a number of favorable debt transactions. These activities have given rise to fluctuations in property operating results and interest expense over the periods presented.


Page 30


Liquidity and Capital Resources
Overview
In 2011 and 2012, we actively managed our real estate portfolio with an emphasis on leasing and re-leasing space, and pursuing and closing on strategic acquisitions and selective dispositions to better align our portfolio with our current investment objectives. During this period, we also promoted our capital structure by continuing to raise net equity proceeds through our dividend reinvestment program (“DRP”), improving the composition, maturities and capacity of our debt portfolio, while lowering our overall borrowing costs, accessing new sources of capital, and identifying additional sources of future capital.
In determining how and when to allocate cash resources, we initially consider the source of the cash. We use substantially all net operating cash flows to fund distributions to stockholders. The amount of distributions that we pay to our common stockholders is determined by our board of directors and is dependent upon a number of factors, including the funds available for distribution to common stockholders, our financial condition, our capital expenditure requirements, our expectations of future sources of liquidity, and the annual distribution requirements necessary to maintain our status as a REIT under the Code. When evaluating funds available for stockholder distributions, we consider net cash provided by operating activities, as presented in the accompanying GAAP-basis consolidated statements of cash flows, adjusted to exclude certain costs that were incurred for the purpose of generating future earnings and appreciation in value over the long term, including acquisition fees and expenses. We use DRP proceeds to fund share redemptions (subject to the limitations of our share redemption program), and make residual DRP proceeds available to fund capital improvements for our existing portfolio, additional real estate investments, and other cash needs.
Short-term Liquidity and Capital Resources
During the three months ended March 31, 2012, we generated net cash flows from operating activities of $73.6 million, which consists primarily of receipts from tenants for rent and reimbursements, reduced by payments for operating costs, administrative expenses, and interest expense. During the same period, we paid total distributions to stockholders, including $31.1 million reinvested in our common stock pursuant to our DRP, of $68.0 million. We expect to use the majority of our future net cash flow from operating activities to fund distributions to stockholders.
During the three months ended March 31, 2012, we sold the 5995 Opus Parkway building and the Emerald Point building for net proceeds of $57.7 million and made net debt repayments of $43.4 million. During this period, we also generated net proceeds from the sale of common stock under our DRP of $31.1 million and used those proceeds, along with cash on hand, to fund share redemptions of $25.3 million and capital expenditures of $13.0 million.
We believe that we have adequate liquidity and capital resources to meet our current obligations as they come due. As of April 30, 2012, we had access to the borrowing capacity under the JPMorgan Chase Credit Facility of $435.0 million.
Long-term Liquidity and Capital Resources
Over the long term, we expect that our primary sources of capital will include operating cash flows, proceeds from our DRP, proceeds from secured or unsecured borrowings from third-party lenders, and, if and when deemed appropriate, proceeds from strategic property sales. We expect that our primary uses of capital will continue to include stockholder distributions; redemptions of shares of our common stock under our share redemption program; capital expenditures, such as building improvements, tenant improvements, and leasing costs; repaying or refinancing debt; and selective property acquisitions, either directly or through investments in joint ventures.
On February 3, 2012, we closed on a four-year, unsecured term loan with a syndicate of banks led by JPMorgan Chase Bank N.A. (the "$450.0 Million Term Loan"). The $450.0 Million Term Loan bears interest at LIBOR, plus an applicable base margin; however, we effectively fixed the interest rate (assuming no change in our corporate credit rating) at 2.64% per annum with an interest rate swap executed contemporaneously with the loan. At closing, the $450.0 Million Term Loan yielded initial gross proceeds of $375.0 million. We have the ability to increase the amount of borrowings under the $450.0 Million Term Loan up to a maximum amount of $450.0 million on two occasions during the borrowing period in minimum increments of $25.0 million; however, none of the current banks are obligated to participate in such increases. The $450.0 Million Term Loan matures on February 3, 2016 provided that certain conditions are met prior to that date. Furthermore, provided that certain additional conditions are met prior to, and at, maturity, the $450.0 Million Term Loan shall become eligible for a one-year extension upon paying an extension fee equal to 0.15% of the outstanding balance. The $450.0 Million Term Loan contains the same restrictions and financial covenants as those included in our JPMorgan Chase Credit Facility, which are further described in the "Debt Covenants" section, which follows.




Page 31


The initial gross proceeds of $375.0 million were used to repay temporary borrowings on the JPMorgan Chase Credit Facility, which were drawn to repay mortgages in the third and fourth quarters of 2011. In April 2012, we exercised one of the options to increase borrowings under the $450.0 Million Term Loan from $375.0 million to $410.0 million, which additional proceeds were used to further reduce temporary borrowings outstanding, and thereby create additional short-term borrowing capacity, under the JPMorgan Chase Credit Facility.
We have a policy of maintaining our debt level at no more than 50% of the cost of our assets (before depreciation) and, ideally, at significantly less than this 50% debt-to-real-estate-asset ratio. This conservative leverage goal could reduce the amount of current income we can generate for our stockholders, but it also reduces their risk of loss. We believe that preserving investor capital while generating stable current income is in the best interest of our stockholders. Our debt-to-real-estate-asset ratio is calculated using the outstanding debt balance and real estate at cost. As of March 31, 2012, our debt-to-real-estate-asset ratio was approximately 25.0%.
Our board of directors elected to maintain the quarterly stockholder distribution rate at $0.125 per share for the first quarter of 2012. While our operational cash flows from properties remain strong, economic downturns in our markets, or in the particular industries in which our tenants operate, and capital funding requirements for our real estate portfolio, or for future strategic acquisitions, could exert negative pressure on funds available for future stockholder distributions. We are continuing to carefully monitor our cash flows and market conditions and to assess their impact on our future earnings and future distribution projections.
Debt Covenants  
Our portfolio debt instruments, the $450 Million Term Loan, the JPMorgan Chase Credit Facility, and the unsecured senior notes, contain certain covenants and restrictions that require us to meet certain financial ratios, including the following key financial covenants and respective covenant levels as of March 31, 2012:
 
 
 
 
Actual Performance
 
Covenant Level
 
March 31, 2012
JP Morgan Chase Credit Facility and $450 Million Term Loan
 
 
 
Total debt to total asset value ratio
Less than 50%
 
29%
Secured debt to total asset value ratio
Less than 40% 
 
14%
Fixed charge coverage ratio
Greater than 1.75x
 
4.70x
Unencumbered interest coverage ratio
Greater than 2.0x
 
6.78x
Unencumbered asset coverage ratio
Greater than 2.0x
 
3.25x
Unsecured Senior Notes due 2018:
 
 
 
Aggregate debt test
Less than 60%
 
24%
Debt service test
Greater than 1.5x
 
4.41x
Secured debt test
Less than 40%
 
12%
Maintenance of total unencumbered assets
Greater than 150%
 
6.24x
We were in compliance with all of our debt covenants as of March 31, 2012. Currently, we expect to continue to meet the requirements of our debt covenants over the short and long term.


Page 32


Contractual Commitments and Contingencies
As of March 31, 2012, our contractual obligations will become payable in the following periods (in thousands):
 
Contractual Obligations
Total
 
2012
 
2013-2014
 
2015-2016
 
Thereafter
Debt obligations
$
1,428,113

 
$
1,775

 
$
130,263

 
$
519,759

 
$
776,316

Interest obligations on debt(1)
404,818

 
49,284

 
121,579

 
99,994

 
133,961

Capital lease obligations(2)
646,000

 
60,000

 
466,000

 

 
120,000

Operating lease obligations
227,506

 
2,609

 
5,272

 
5,272

 
214,353

Total
$
2,706,437

 
$
113,668

 
$
723,114

 
$
625,025

 
$
1,244,630

(1) 
Interest obligations on variable-rate debt are measured at the rate at which they are effectively fixed with interest rate swaps agreements (where applicable), a portion of which is reflected as Loss on interest rate swaps in our consolidated statements of operations. Interest obligations on all other debt are measured at the contractual rate. See Item 3. Quantitative and Qualitative Disclosure About Market Risk for more information regarding our interest rate swaps.
(2) 
Amounts include principal obligations only. We made interest payments on these obligations of $10.0 million during the three months ended March 31, 2012, all of which was funded with interest income earned on the corresponding investments in development authority bonds.

Results of Operations
Overview
As of March 31, 2012, we owned controlling interests in 69 office properties, which were approximately 92.9% leased, and one hotel. Our real estate operating results have increased for the three months ended March 31, 2012, as compared to the same period of 2011, primarily due to the Market Square Buildings acquisition in the first quarter of 2011. In the near term, we expect future real estate operating income to fluctuate based on future strategic acquisitions and dispositions.
Comparison of the three months ended March 31, 2011 versus the three months ended March 31, 2012
Rental income increased from $113.6 million for the three months ended March 31, 2011 to $120.5 million for the three months ended March 31, 2012, primarily due to acquiring the Market Square Buildings on March 7, 2011. Absent changes to the leases currently in place at our properties, rental income is expected to remain at similar levels in future periods.
Tenant reimbursements remained stable at $25.9 million for the three months ended March 31, 2011 and $25.8 million for the three months ended March 31, 2012, as additional reimbursements from the Market Square property are offset by fewer reimbursements for the remainder of the portfolio primarily due to concessions offered in connection with new and modified leases executed in 2011 and 2012. Property operating costs increased from $41.7 million for the three months ended March 31, 2011 to $44.5 million for the three months ended March 31, 2012, primarily due to the acquisition of the Market Square Buildings on March 7, 2012. Absent changes to the leases currently in place at our properties, future tenant reimbursement fluctuations are generally expected to correspond with future property operating cost reimbursements.
Hotel income, net of hotel operating costs, remained relatively stable at $0.1 million for the three months ended March 31, 2011 and $0.3 million for the three months ended March 31, 2012. Hotel income and hotel operating costs are primarily driven by the local economic conditions and, as a result, are expected to fluctuate in the future primarily based on changes in the supply of, and demand for, hotel and banquet space in Cleveland, Ohio, similar to that offered by the Key Center Marriott hotel.
Other property income increased from $0.3 million for the three months ended March 31, 2011 to $1.7 million for the three months ended March 31, 2012, primarily due to fees earned in connection with a lease restructuring at 4100-4300 Wildwood Parkway. Future other property income fluctuations are expected to primarily relate to future lease restructuring activities.
Asset and property management fees increased from $9.7 million for the three months ended March 31, 2011 to $10.2 million for the three months ended March 31, 2012, primarily due to the acquisition of the Market Square Buildings on March 7, 2011. Future asset and property management fees may fluctuate in response to property dispositions or leasing activities. Pursuant to the limitations outlined in the Advisory Agreement, monthly asset management fees have remained capped at $2.7 million (or $32.5 million annualized) since April 2011 following the March 2011 acquisition of the Market Square Buildings for $603.4 million (see Note 8. Related Party Transactions and Agreements).



Page 33


Depreciation increased from $27.4 million for the three months ended March 31, 2011 to $30.1 million for the three months ended March 31, 2012, primarily due to the Market Square Buildings acquisition on March 7, 2011. Excluding the impact of changes to the leases currently in place at our properties, depreciation is expected to continue to increase in future periods, as compared to historical periods, due to ongoing capital improvements to our properties.
Amortization decreased from $30.2 million for the three months ended March 31, 2011 to $27.1 million for the three months ended March 31, 2012 due to the impact of a lease termination at 1950 University Circle in the first quarter of 2011, and discontinuing future amortization of in-place lease assets that were written-down or written-off in connection with other lease modification and termination activities in 2011. In addition to the impact of changes to the leases currently in place at our properties, amortization is expected to fluctuate in future periods due strategic acquisition and disposition activity.
General and administrative expenses decreased from $6.6 million for the three months ended March 31, 2011 to $5.3 million for the three months ended March 31, 2012 due to bad debt expense incurred in the first quarter of 2011, and the limit imposed on "portfolio general and administrative expenses" under the Advisory Agreement in the first quarter of 2012 (see Note 8. Related-Party Transactions and Agreements).
Acquisition fees and expenses were $10.0 million for the three months ended March 31, 2011, primarily due to the acquisition of the Market Square Buildings. No acquisition fees were incurred during the three months ended March 31, 2012 as we did not acquire any properties during this period. Until July 31, 2011, acquisition fees were incurred at 2.0% of gross offering proceeds, subject to certain limitations; effective August 1, 2011, acquisition fees are incurred at 1% of the property purchase price (excluding acquisition expenses); however, in no event may total acquisition fees for the 2012 calendar year exceed 2% of total gross offering proceeds. As a result of the change, we expect future acquisition fees and expenses to fluctuate based on future acquisition activity.
Interest expense increased from $22.2 million for the three months ended March 31, 2011 to $26.9 million for the three months ended March 31, 2012, primarily due to changes in the composition of borrowings within our capital structure. Future interest expense will depend largely upon changes in market interest rates and our ability to secure financings or refinancings.
Interest and other income decreased from $12.1 million for the three months ended March 31, 2011 to $10.0 million for the three months ended March 31, 2012, primarily due to the settlement of litigation in 2011 related to a prospective acquisition that did not close. Interest income is expected to remain relatively consistent in future periods given that the majority of this activity consists of interest income earned on investments in development authority bonds, which had a weighted-average remaining term of approximately 5.4 years as of March 31, 2012. Interest income earned on investments in development authority bonds is entirely offset by interest expense incurred on the corresponding capital leases.
Income (loss) from discontinued operations was ($2.1 million) for the three months ended March 31, 2011 as compared with $16.9 million for the three months ended March 31, 2012. As further explained in Note 9. Assets Held for Sale and Discontinued Operations to the accompanying consolidated financial statements, properties meeting certain criterion for disposal are classified as "Discontinued Operations" in the accompanying consolidated statements of operations for all periods presented. For 2011 and 2012, discontinued operations includes the Manhattan Towers property (transferred to an affiliate of its lender in connection with settling a $75.0 million mortgage note through a deed in lieu of foreclosure transaction in September 2011) and 5995 Opus Parkway and Emerald Point, which sold for total gains of $16.9 million in January 2012.
Net income attributable to Wells REIT II increased from $2.4 million ($0.00 per share) for the three months ended March 31, 2011 to $31.1 million ($0.06 per share) for the three months ended March 31, 2012. The increase is primarily attributable to gains recognized on the sales of 5995 Opus Parkway and Emerald Point in the first quarter of 2012 and non-recurring acquisition expenses incurred in connection with the acquisition of the Market Square Buildings in the first quarter of 2011. Growth in our portfolio in 2011 generated additional real estate operating income, which is offset by additional interest expense due to increasing the percentage of borrowings used in our capital structure during that year. Absent the impact of future acquisitions and dispositions, we expect future net income to fluctuate based primarily on leasing activities. Should the U.S. economic recovery remain sluggish, or the U.S. real estate markets remain depressed for a prolonged period of time, the creditworthiness of our tenants and our ability to achieve market rents comparable to the leases currently in place at our properties may suffer and could lead to a further decline in net income over the long term.
Funds From Operations and Adjusted Funds From Operations
Funds from Operations ("FFO"), as defined by NAREIT, is a non-GAAP financial measure considered by some equity REITs in evaluating operating performance. FFO is computed as GAAP net income (loss), adjusted to exclude: extraordinary items, gains (or losses) from property sales (including deemed sales and settlements of pre-existing relationships), depreciation and amortization of real estate assets, impairment losses related to sales of real estate assets, and adjustments for earnings allocated to noncontrolling interests in consolidated partnerships.  Effective December 31, 2011, we adjusted our calculation of FFO to be consistent with


Page 34


NAREIT's recent Accounting and Financial Standards Hot Topics, which clarifies that impairment losses on real estate assets should be excluded from FFO. We believe it is useful to consider GAAP net income, adjusted to exclude the above-mentioned items, when assessing our performance because excluding the above-described adjustments highlights the impact on our operations from trends in occupancy rates, rental rates, operating costs, general and administrative expenses, and interest costs, which may not be readily apparent from GAAP net income alone. We do not, however, believe that FFO is the best measure of the sustainability of our operating performance. Changes in the GAAP accounting and reporting rules that were put into effect after the establishment of NAREIT's definition of FFO in 1999 are resulting in the inclusion of a number of items in FFO that do not correlate with the sustainability of our operating performance (e.g., acquisition expenses, market value adjustments to interest rate swaps, and amortization of certain in-place lease intangible assets and liabilities, among others). Therefore, in addition to FFO, we present Adjusted Funds from Operations ("AFFO"), a non-GAAP financial measure. AFFO is calculated by adjusting FFO to exclude the income and expenses that we believe are not reflective of the sustainability of our ongoing operating performance, as further explained below:
Additional amortization of lease assets (liabilities). GAAP implicitly assumes that the value of intangible lease assets (liabilities) diminishes predictably over time and, thus, requires these charges to be recognized ratably over the respective lease terms. Such intangible lease assets (liabilities) arise from the allocation of acquisition price related to direct costs associated with obtaining a new tenant, the value of opportunity costs associated with lost rentals, the value of tenant relationships, and the value of effective rental rates of in-place leases that are above or below market rates of comparable leases at the time of acquisition. Like real estate values, market lease rates in aggregate have historically risen or fallen with local market conditions. As a result, management believes that, by excluding these charges, AFFO provides useful supplemental information that is reflective of the performance of our real estate investments, which is useful in assessing the sustainability of our operations.
Straight-line rental income. In accordance with GAAP, rental payments are recognized as income on a straight-line basis over the terms of the respective leases. Thus, for any given period, straight-line rental income represents the difference between the contractual rental billings for that period and the average rental billings over the lease term for the same length of time. This application results in income recognition that can differ significantly from the current contract terms. By adjusting for this item, we believe AFFO provides useful supplemental information reflective of the realized economic impact of our leases, which is useful in assessing the sustainability of our operating performance.
Loss on interest rate swaps and remeasurement of loss on foreign currency. These items relate to fair value adjustments, which are based on the impact of current market fluctuations, underlying market conditions and the performance of the specific holding, which is not attributable to our current operating performance. By adjusting for this item, we believe that AFFO provides useful supplemental information by focusing on the changes in our core operating fundamentals (rather than anticipated gains or losses that may never be realized), which is useful in assessing the sustainability of our operations.
Noncash interest expense. This item represents amortization of financing costs paid in connection with executing our debt instruments, and the accretion of premiums (and amortization of discounts) on certain of our debt instruments.  GAAP requires these items to be recognized over the remaining term of the respective debt instrument, which may not correlate with the ongoing operations of our real estate portfolio. By excluding these items, management believes that AFFO provides supplemental information that allows for better comparability of reporting periods, which is useful in assessing the sustainability of our operations.
Real estate acquisition-related costs. Acquisition expenses are incurred for investment purposes (i.e. to promote portfolio appreciation and generation of future earnings over the long term) and, therefore, do not correlate with the ongoing operations of our portfolio. By excluding these items, management believes that AFFO provides supplemental information that allows for better comparability of reporting periods, which is useful in assessing the sustainability of our operations.


Page 35


Reconciliations of net income to FFO and to AFFO (in thousands):
 
Three months ended
 
March 31,
 
2012
 
2011
Reconciliation of Net Income to Funds From Operations and Adjusted Funds From Operations:
 
 
 
Net income attributable to the common stockholders of Wells Real Estate Investment Trust II, Inc.
$
31,131

 
$
2,411

Adjustments:
 
 
 
Depreciation of real estate assets
30,125

 
28,118

Amortization of lease-related costs
27,056

 
30,392

Gain on sale of discontinued operations
(16,885
)
 

Total Funds From Operations adjustments
40,296

 
58,510

Funds From Operations
71,427

 
60,921

 
 
 
 
Other income (expenses) included in net income, which do not correlate with our operations:
 
 
 
Additional amortization of lease assets (liabilities)
(264
)
 
1,791

Straight-line rental income
(809
)
 
(1,092
)
Gain on interest rate swaps
(231
)
 
(2,554
)
Noncash interest expense
909

 
5,356

Subtotal
(395
)
 
3,501

Real estate acquisition-related costs

 
10,026

Adjusted Funds From Operations
$
71,032

 
$
74,448


Election as a REIT
We have elected to be taxed as a REIT under the Code, and have operated as such beginning with our taxable year ended December 31, 2003. To qualify as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders, computed without regard to the dividends-paid deduction and by excluding our net capital gain. As a REIT, we generally will not be subject to federal income tax on income that we distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income for that year and for the four years following the year during which qualification is lost, unless the Internal Revenue Service grants us relief under certain statutory provisions. Such an event could materially affect our net income and net cash available for distribution to our stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT for federal income tax purposes.
Wells TRS II, LLC ("Wells TRS"), Wells KCP TRS, LLC ("Wells KCP TRS"), and Wells Energy TRS, LLC ("Wells Energy TRS") are wholly owned subsidiaries of Wells REIT II and are organized as Delaware limited liability companies and include the operations of, among other things, a full-service hotel. We have elected to treat Wells TRS, Wells KCP TRS, and Wells Energy TRS as taxable REIT subsidiaries. We may perform certain additional, noncustomary services for tenants of our buildings through Wells TRS, Wells KCP TRS, or Wells Energy TRS; however, any earnings related to such services are subject to federal and state income taxes. In addition, for us to continue to qualify as a REIT, we must limit our investments in taxable REIT subsidiaries to 25% of the value of our total assets. Deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted rates expected to be in effect when the temporary differences reverse.
No provision for federal income taxes has been made in our accompanying consolidated financial statements, other than the provision relating to Wells TRS, as we made distributions in excess of taxable income for the periods presented. We are subject to certain state and local taxes related to property operations in certain locations, which have been provided for in our accompanying consolidated financial statements.


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Inflation
We are exposed to inflation risk, as income from long-term leases is the primary source of our cash flows from operations. There are provisions in the majority of our tenant leases that are intended to protect us from, and mitigate the risk of, the impact of inflation. These provisions include rent steps, reimbursement billings for operating expense pass-through charges, real estate tax and insurance reimbursements on a per-square-foot basis, or in some cases, annual reimbursement of operating expenses above a certain per-square-foot allowance. However, due to the long-term nature of the leases, the leases may not reset frequently enough to fully cover inflation.
Application of Critical Accounting Policies
Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the 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 the financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.
Investment in Real Estate Assets
We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of our assets by class are as follows:
 
Buildings
  
40 years
 
Building improvements
  
5-25 years
 
Site improvements
  
15 years
 
Tenant improvements
  
Shorter of economic life or lease term
 
Intangible lease assets
  
Lease term
Evaluating the Recoverability of Real Estate Assets
We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate and related intangible assets of both operating properties and properties under construction, in which we have an ownership interest, either directly or through investments in joint ventures, may not be recoverable. When indicators of potential impairment are present that suggest that the carrying amounts of real estate assets and related intangible assets (liabilities) may not be recoverable, we assess the recoverability of these assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future operating cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying values, we adjust the carrying value of the real estate assets and related intangible assets to the estimated fair values, pursuant to the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognize an impairment loss. Estimated fair values are calculated based on the following information, in order of preference, depending upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the present value of future cash flows, including estimated salvage value. Certain of our assets may be carried at more than an amount that could be realized in a current disposition transaction.
Projections of expected future operating cash flows require that we estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property's fair value and could result in the misstatement of the carrying value of our real estate assets and related intangible assets and net income (loss).
Allocation of Purchase Price of Acquired Assets
Upon the acquisition of real properties, we allocate the purchase price of properties to tangible assets, consisting of land and building, site improvements, and identified intangible assets and liabilities, including the value of in-place leases, based in each case on our estimate of their fair values.


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The fair values of the tangible assets of an acquired property (which includes land and building) are determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land and building based on our determination of the relative fair value of these assets. We determine the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors we consider in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases, including leasing commissions and other related costs. In estimating carrying costs, we include real estate taxes, insurance, and other operating expenses during the expected lease-up periods based on current market demand.
Intangible Assets and Liabilities Arising from In-Place Leases where We are the Lessor
As further described below, in-place leases where we are the lessor may have values related to direct costs associated with obtaining a new tenant, opportunity costs associated with lost rentals that are avoided by acquiring an in-place lease, tenant relationships, and effective contractual rental rates that are above or below market rates:
Direct costs associated with obtaining a new tenant, including commissions, tenant improvements, and other direct costs, are estimated based on management's consideration of current market costs to execute a similar lease. Such direct costs are included in intangible lease origination costs in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.
The value of opportunity costs associated with lost rentals avoided by acquiring an in-place lease is calculated based on the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease. Such opportunity costs are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.
The value of tenant relationships is calculated based on expected renewal of a lease or the likelihood of obtaining a particular tenant for other locations. Values associated with tenant relationships are included in intangible lease assets in the accompanying consolidated balance sheets and are amortized to expense over the remaining terms of the respective leases.
The value of effective rental rates of in-place leases that are above or below the market rates of comparable leases is calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be received pursuant to the in-place leases and (ii) management's estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining terms of the leases. The capitalized above-market and below-market lease values are recorded as intangible lease assets or liabilities and amortized as an adjustment to rental income over the remaining terms of the respective leases.
Evaluating the Recoverability of Intangible Assets and Liabilities
The values of intangible lease assets and liabilities are determined based on assumptions made at the time of acquisition and have defined useful lives, which correspond with the lease terms. There may be instances in which intangible lease assets and liabilities become impaired and we are required to write-off the remaining asset or liability immediately or over a shorter period of time. Lease restructurings, including lease terminations and lease extensions, may impact the value and useful life of in-place leases. In-place leases that are terminated, partially terminated, or modified will be evaluated for impairment if the original in-place lease terms have been modified. In the event that the discounted cash flows of the original in-place lease stream do not exceed the discounted modified in-place lease stream, we adjust the carrying value of the intangible lease assets to the discounted cash flows and recognize an impairment loss. For in-place lease extensions that are executed more than one year prior to the original in-place lease expiration date, the useful life of the in-place lease will be extended over the new lease term with the exception of those in-place lease components, such as lease commissions and tenant allowances, which have been renegotiated for the extended term. Renegotiated in-place lease components, such as lease commissions and tenant allowances, will be amortized over the shorter of the useful life of the asset or the new lease term.
Intangible Assets and Liabilities Arising from In-Place Leases where We are the Lessee
In-place ground leases where we are the lessee may have value associated with effective contractual rental rates that are above or below market rates. Such values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place lease and (ii) management's estimate of fair market lease rates for the corresponding in-place lease, measured over a period equal to the remaining terms of the leases. The capitalized above-market and below-market in-place lease values are recorded as intangible lease liabilities or assets and amortized as an adjustment to property operating cost over the remaining term of the respective leases. Wells REIT II had gross below-market lease assets of approximately $110.7 million as of March 31, 2012 and December 31, 2011, and recognized amortization of these assets of approximately $0.5 million for the three months ended March 31, 2012 and 2011, and approximately $2.1 million for the year ended December 31, 2011.


Page 38


Related Parties
Transactions and Agreements
We have entered into agreements with our advisor, WREAS II, and its affiliates, whereby we pay certain fees and reimbursements to WREAS II or its affiliates, for acquisition fees, commissions, dealer-manager fees, asset and property management fees, construction fees, reimbursement of other offering costs, and reimbursement of operating costs. See Note 8. Related Party Transactions and Agreements to our accompanying consolidated financial statements included herein for a discussion of the various related-party transactions, agreements, and fees.
Assertion of Legal Action Against Related-Parties
On March 12, 2007, a stockholder of Piedmont Office Realty Trust, Inc. ("Piedmont REIT") filed a putative class action and derivative complaint, presently styled In re Wells Real Estate Investment Trust, Inc. Securities Litigation, in the United States District Court for the District of Maryland against, among others, Piedmont REIT; Leo F. Wells, III, the Chairman of our Board of Directors; Wells Capital; Wells Management; certain affiliates of WREF; the directors of Piedmont REIT; and certain individuals who formerly served as officers or directors of Piedmont REIT prior to the closing of the internalization transaction on April 16, 2007.
The complaint alleged, among other things, violations of the federal proxy rules and breaches of fiduciary duty arising from the Piedmont REIT internalization transaction and the related proxy statement filed with the SEC on February 26, 2007, as amended. The complaint sought, among other things, unspecified monetary damages and nullification of the Piedmont REIT internalization transaction.
On June 27, 2007, the plaintiff filed an amended complaint, which attempted to assert class action claims on behalf of those persons who received and were entitled to vote on the Piedmont REIT proxy statement filed with the SEC on February 26, 2007, and derivative claims on behalf of Piedmont REIT.
On March 31, 2008, the Court granted in part the defendants' motion to dismiss the amended complaint. The Court dismissed five of the seven counts of the amended complaint in their entirety. The Court dismissed the remaining two counts with the exception of allegations regarding the failure to disclose in the Piedmont REIT proxy statement details of certain expressions of interest in acquiring Piedmont REIT. On April 21, 2008, the plaintiff filed a second amended complaint, which alleges violations of the federal proxy rules based upon allegations that the proxy statement to obtain approval for the Piedmont REIT internalization transaction omitted details of certain expressions of interest in acquiring Piedmont REIT. The second amended complaint seeks, among other things, unspecified monetary damages, to nullify and rescind the internalization transaction, and to cancel and rescind any stock issued to the defendants as consideration for the internalization transaction. On May 12, 2008, the defendants answered and raised certain defenses to the second amended complaint. Since the filing of the second amended complaint, the plaintiff has said it intends to seek monetary damages of approximately $159 million plus prejudgment interest.
On June 23, 2008, the plaintiff filed a motion for class certification. On September 16, 2009, the Court granted the plaintiff's motion for class certification. On September 20, 2009, the defendants filed a petition for permission to appeal immediately the Court's order granting the motion for class certification with the Eleventh Circuit Court of Appeals. The petition for permission to appeal was denied on October 30, 2009.
On April 13, 2009, the plaintiff moved for leave to amend the second amended complaint to add additional defendants. The Court denied the plaintiff's motion for leave to amend on June 23, 2009.
On December 4, 2009, the parties filed motions for summary judgment. On August 2, 2010, the Court entered an order denying the defendants' motion for summary judgment and granting, in part, the plaintiff's motion for partial summary judgment. The Court ruled that the question of whether certain expressions of interest in acquiring Piedmont REIT constituted "material" information required to be disclosed in the proxy statement to obtain approval for the Piedmont REIT internalization transaction raises questions of fact that must be determined at trial.
On November 17, 2011, the court issued rulings granting several of the plaintiff's motions in limine to prohibit the defendants from introducing certain evidence, including evidence of the defendants' reliance on advice from their outside legal and financial advisors, and limiting the defendants' ability to relate their subjective views, considerations, and observations during the trial of the case. On February 23, 2012, the Court granted several of the defendants' motions, including a motion for reconsideration regarding a motion the plaintiff had filed seeking exclusion of certain evidence impacting damages, and motions seeking exclusion of certain evidence proposed to be submitted by the plaintiff. The suit has been removed from the Court's trial calendar pending resolution of a request for interlocutory appellate review of certain legal rulings made by the Court.


Page 39


On March 20, 2012, the court granted the defendants leave to file a motion for summary judgment. On April 5, 2012, the defendants filed a motion for summary judgment.On April 24, 2012, the plaintiff filed its response to the defendants' motion for summary judgment. The time for the defendants to file their reply in support of their motion for summary judgment has not yet expired.
Mr. Wells, Wells Capital, and Wells Management believe that the allegations contained in the complaint are without merit and intend to vigorously defend this action. Although WREF believes that it has meritorious defenses to the claims of liability and damages in these actions, WREF is unable at this time to predict the outcome of these actions or reasonably estimate a range of damages, or how any liability and responsibility for damages might be allocated among the 17 defendants in the action, which includes 11 defendants not affiliated with Mr. Wells, Wells Capital, or Wells Management. The ultimate resolution of these matters could have a material adverse impact on WREF's financial results, financial condition, or liquidity.
Commitments and Contingencies
We are subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 6 of our accompanying consolidated financial statements for further explanation. Examples of such commitments and contingencies include:
obligations under operating leases;
obligations under capital leases;
commitments under existing lease agreements; and
litigation.
Subsequent Events
In connection with the preparation of our consolidated financial statements and notes thereto included in this report on Form 10-Q, we have evaluated our subsequent events and provided disclosures for such material subsequent event in, among others, Note 4. Lines of Credit and Notes Payable within this report.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of our debt facilities, we are exposed to interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flow primarily through a low to moderate level of overall borrowings. However, we currently have a substantial amount of debt outstanding. We manage our ratio of fixed- to floating-rate debt with the objective of achieving a mix that we believe is appropriate in light of anticipated changes in interest rates. We closely monitor interest rates and will continue to consider the sources and terms of our borrowing facilities to determine whether we have appropriately guarded ourselves against the risk of increasing interest rates in future periods.
Additionally, we have entered into interest rate swaps, and may enter into other interest rate swaps, caps, or other arrangements to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes; however, certain of our derivatives may not qualify for hedge accounting treatment. All of our debt was entered into for other-than-trading purposes.
Our financial instruments consist of both fixed-rate and variable-rate debt. Our variable-rate borrowings consist of the JPMorgan Chase Credit Facility, the $450 Million Term Loan, and the Three Glenlake Building mortgage note. However, only the JPMorgan Chase Credit Revolving Facility bears interest at an effectively variable rate, as the variable rate on the $450 Million Term Loan and the Three Glenlake Building mortgage note have been effectively fixed through the interest rate swap agreements described below. As of March 31, 2012, we had $100.0 million outstanding under the JPMorgan Chase Credit Facility; $375 million outstanding on the $450 Million Term Loan; $26.0 million outstanding on the Three Glenlake Building mortgage note; $248.5 million in 5.875% bonds outstanding; and $676.7 million outstanding on fixed-rate, term mortgage loans. The weighted-average interest rate of all of our debt instruments was 4.45% as of March 31, 2012.
On February 3, 2012, we closed on a four-year, unsecured term loan with a syndicate of banks led by JPMorgan Chase Bank N.A. (the “$450.0 Million Term Loan”). The $450.0 Million Term Loan bears interest at LIBOR, plus an applicable base margin; however, we effectively fixed the interest rate (assuming no change in our corporate credit rating) at 2.64% per annum with an interest rate swap executed contemporaneously with the loan. At closing, the $450.0 Million Term Loan yielded initial gross proceeds of $375.0 million. We have the ability to increase the amount of borrowings under the $450.0 Million Term Loan up to a maximum amount of $450.0 million on two occasions during the borrowing period in minimum increments of $25.0 million; however, none of the current banks are obligated to participate in such increases. The $450.0 Million Term Loan matures on February 3, 2016 provided that certain conditions are met prior to that date. Furthermore, provided that certain additional conditions are met prior to, and at, maturity, the $450.0 Million Term Loan shall become eligible for a one-year extension upon paying an extension fee equal to 0.15% of the outstanding balance.


Page 40


The initial gross proceeds of $375.0 million were used to repay temporary borrowings on the JPMorgan Chase Credit Facility, which were drawn to repay mortgages in the third and fourth quarters of 2011. In April 2012, we exercised one of the options to increase borrowings under the $450.0 Million Term Loan from $375.0 million to $410.0 million, which additional proceeds were used to further reduce temporary borrowings outstanding, and thereby create additional short-term borrowing capacity, under the JPMorgan Chase Credit Facility.
During the three months ended March 31, 2012, we used cash on hand and proceeds from the JPMorgan Chase Credit Facility to fully repay the Highland Landmark Building mortgage note of $33.8 million at its maturity. During the three months ended March 31, 2012 and 2011, we also made interest payments of approximately $10.1 million and $8.2 million, respectively.
Approximately $1,326.2 million of our total debt outstanding as of March 31, 2012 is subject to fixed rates, either directly or when coupled with an interest rate swap agreement. As of March 31, 2012, these balances incurred interest expense at an average interest rate of 4.62% and have expirations ranging from 2012 through 2023. A change in the market interest rate impacts the net financial instrument position of our fixed-rate debt portfolio; however, it has no impact on interest incurred or cash flows. The amounts outstanding on our variable-rate debt facilities in the future will largely depend upon the level of investor proceeds raised under our DRP and the rate at which we are able to employ such proceeds in acquisitions of real properties.
We do not believe there is any exposure to increases in interest rates related to the capital lease obligations of $646.0 million at March 31, 2012, as the obligations are at fixed interest rates.
Foreign Currency Risk
We are also subject to foreign exchange risk arising from our foreign operations in Russia. Foreign operations represented 2.0% and 1.9% of total assets at March 31, 2012 and December 31, 2011, respectively, and 1.0% and 0.5% of total revenue for the three months ended March 31, 2012 and 2011, respectively. As compared to rates in effect at March 31, 2012, an increase or decrease in the U.S. dollar to Russian rouble exchange rate by 10% would not materially impact the accompanying consolidated financial statements.
ITEM 4.
CONTROLS AND PROCEDURES
Management's Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including the Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods in SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Principal Executive Officer and our Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Over Financial Reporting
There have been no significant changes in our internal control over financial reporting during the quarter ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II.
OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
From time to time, we are party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.
ITEM 1A.
RISK FACTORS
There have been no material changes from the risk factors disclosed in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2011.


Page 41


ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)
All equity securities sold by us in the quarter ended March 31, 2012 were sold in an offering registered under the Securities Act of 1933.
(b)
Not applicable.
(c)
During the quarter ended March 31, 2012, we redeemed shares as follows (in thousands, except per-share amounts):
Period
 
Total Number
of Shares
Purchased(1)
 
Average Price
Paid per Share
 
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs(2)
 
Approximate Dollar
Value of  Shares
Available That May
Yet Be Redeemed
Under the Program
January 2012
 
1,627
 
$
6.51

 
1,627
 
(3) 
February 2012
 
1,145
 
$
6.65

 
1,145
 
(3) 
March 2012
 
1,075
 
$
6.56

 
1,075
 
(3) 
During the quarter ended March 31, 2012, we redeemed all of the shares eligible and properly submitted for redemption prior to the redemption payment date in March 2012.
(1) 
All purchases of our equity securities by us in the three months ended March 31, 2012, were made pursuant to our SRP.
(2) 
We announced the commencement of the program on December 10, 2003 and amendments to the program on April 22, 2004; March 28, 2006; May 11, 2006; August 10, 2006; August 8, 2007; November 13, 2008; March 31, 2009; August 13, 2009; February 18, 2010; July 21, 2010; September 23, 2010; July 19, 2011; August 12, 2011; November 8, 2011; and December 12, 2011.
(3) 
We currently limit the dollar value and number of shares that may yet be redeemed under the program. First, we limit requests for redemptions other than those made within two years of a stockholder's death on a pro rata basis so that the aggregate of such redemptions during any calendar year do not exceed 5.0% of the weighted-average number of shares outstanding in the prior calendar year. Requests precluded by this test are not considered in the test below. In addition, if necessary, we limit all redemption requests, including those sought within two years of a stockholder's death, on a pro rata basis so that the aggregate of such redemptions during any calendar year do not exceed the greater of 100% of the net proceeds from our DRP during the calendar year or 5.0% of weighted average number of shares outstanding in the prior calendar year.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
(a)
There have been no defaults with respect to any of our indebtedness.
(b)
Not applicable.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.
OTHER INFORMATION
(a)
During the first quarter of 2012, there was no information that was required to be disclosed in a report of Form 8-K that was not disclosed in a report on Form 8-K.
(b)
There are no material changes to the procedures by which stockholders may recommend nominees to our board of directors since the filing of our Schedule 14A.
ITEM 6.
EXHIBITS
The exhibits required to be filed with this report are set forth on the Exhibit Index to this quarterly report attached hereto.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
WELLS REAL ESTATE INVESTMENT TRUST II, INC.
(Registrant)
 
 
 
 
 
Dated:
May 4, 2012
By:
 
/s/ DOUGLAS P. WILLIAMS
 
 
 
 
Douglas P. Williams
Executive Vice President, Treasurer and
Principal Financial Officer




Page 43



EXHIBIT INDEX TO
FIRST QUARTER 2012 FORM 10-Q OF
WELLS REAL ESTATE INVESTMENT TRUST II, INC.
The following documents are filed as exhibits to this report. Exhibits that are not required for this report are omitted.
 
Ex.
Description
3.1
Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Amendment No. 3 to the Registration Statement on Form S-11 (No. 333-107066) filed with the Commission on November 25, 2003).
3.2
Articles of Amendment of Wells Real Estate Investment Trust II, Inc., effective as of October 1, 2008 (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K/A for the year ended December 31, 2008).
3.3
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
3.4
Amendment No. 1 to Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2007).
4.1
Form of Dividend Reinvestment Enrollment Form (incorporated by reference to Appendix A to the Prospectus included in Post-Effective Amendment No. 7 to the Registration Statement on Form S-11 on Form S-3 (No. 333-144414) and filed with the Commission on August 27, 2010 (the "DRP Registration Statement")).
4.2
Statement regarding restrictions on transferability of shares of common stock (to appear on stock certificate or to be sent upon request and without charge to stockholders issued shares without certificates) (incorporated by reference to Exhibit 4.2 to Amendment No. 2 to the Registration Statement on Form S-11 (No. 333-144414) filed with the Commission on September 22, 2008).
4.3
Amended and Restated Dividend Reinvestment Plan (incorporated by reference to Appendix B to the Prospectus included in the DRP Registration Statement).
4.4
Fifth Amended and Restated Share Redemption Program (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed with the Commission on December 12, 2011).
10.1
Advisory Agreement between the Company and Wells Real Estate Advisory Services II, LLC effective as of January 1, 2012, incorporated by reference to the Company's Annual Report on Form 10-K filed with the Commission on February 29, 2012.
10.2*
Term Loan Agreement dated as of February 3, 2012, by and among Wells Operating Partnership II, L.P., as Borrower, J.P. Morgan Securities LLC and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A., as Administrative Agent and PNC Bank, National Association, as Syndication Agent and Regions Bank, U.S. Bank National Association, TD Bank, N.A. and Union Bank, N.A., as Documentation Agents and the Financial Institutions and their Assignees as Lenders.
10.3*
Supplemental Indenture dated as of February 3, 2012 among Wells Operating Partnership II, L.P., the Guarantors Party Hereto and U.S. Bank National Association, as Trustee.
31.1*
Certification of the Principal Executive Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of the Principal Financial Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*
Certification of the Principal Executive Officer and Principal Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS**
XBRL Instance Document.
101.SCH**
XBRL Taxonomy Extension Schema.
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase.
101.DEF**
XBRL Taxonomy Extension Definition Linkbase.
101.LAB**
XBRL Taxonomy Extension Label Linkbase.
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase.

*
Filed herewith.
**
Furnished with this Form 10-Q



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