Summary of Significant Accounting Policies (Notes)

9 Months Ended

Sep. 30, 2014

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of Wells VAF I 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, in accordance with such rules and regulations, 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 WIM, Wells VAF I's manager, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results. For further information, refer to the financial statements and footnotes included in Wells VAF I's Annual Report on Form 10-K for the year ended December 31, 2013.

Fair Value Measurements

Wells VAF I 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 require.

Investment in Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation and amortization. Amounts capitalized to real estate assets consist of the cost of acquisition or construction, application of acquisition fees incurred, and any tenant improvements or major improvements and betterments, which extend the useful life of the related asset. Upon receiving notification of a tenant's intention to terminate a lease, undepreciated tenant improvements and intangible lease assets are written off to lease termination expense. All repairs and maintenance are expensed as incurred. Wells VAF I is required to make subjective assessments as to the useful lives of its depreciable assets. Wells VAF I considers the period of future benefit of the asset to determine the appropriate useful lives. These assessments have a direct impact on net income (loss). The estimated useful lives of Wells VAF I's assets by class are as follows:



Buildings	40 years
Building improvements	5-25 years
Site improvements	15 years
Tenant improvements	Shorter of lease term or economic life
Intangible lease assets	Lease term

Evaluating the Recoverability of Real Estate Assets

Management continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets and related intangible assets that Wells VAF I owns may not be recoverable. When indicators of potential impairment are present which suggest that the carrying amounts of real estate assets and related intangible assets may not be recoverable, management assesses the recoverability of the real estate assets and related intangible assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that such expected undiscounted future cash flows for assets held for use or the estimated fair values, less costs to sell, for assets held for sale do not exceed the carrying values, management adjusts the carrying value of real estate assets and related intangible assets to their estimated fair values, pursuant to the provisions of 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 determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value.

Wells VAF I has evaluated the recoverability of the carrying value of the Nathan Lane Building pursuant to the accounting policy outlined above and determined that it is not recoverable, as compared to the estimated future undiscounted cash flows expected from the building's operations and disposition, primarily due to management redefining its strategy for this building in the second quarter of 2014. Accordingly, Wells VAF I reduced the carrying value of the Nathan Lane Building to its estimated fair value based on the present value of future cash flows and recognized a corresponding impairment loss of approximately $2,304,000 in the second quarter of 2014.

The fair value measurement used in this evaluation of a nonfinancial asset utilizes Level 3 inputs within the fair value hierarchy outlined above, as there are significant unobservable inputs. Examples of inputs that Wells VAF I utilized in its fair value calculation includes estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, and sales price. The table below represents the detail of the adjustment recognized during the nine months ended September 30, 2014 using Level 3 inputs.



Property	Net Book Value as of June 30, 2014 ⁽¹⁾		Impairment Loss Recognized		Fair Value as of June 30, 2014
Nathan Lane Building	$	16,017,217	$	2,304,414	$	13,712,803


⁽¹⁾	Net book value included the straight-line rent receivable as of June 30, 2014, the date of impairment, which is included in tenant receivables in the accompanying balance sheets.

Projections of expected future operating cash flows require that management 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 ultimate fair value and could result in the misstatement of the carrying value of Wells VAF I's real estate and related intangible assets and net income (loss).

Real Estate Held for Sale

Wells VAF I classifies its properties as held for sale when it has entered into a contract to sell the property, all material due diligence requirements have been satisfied and Wells VAF I believes it is probable that the disposition will occur within one year. As of September 30, 2014, Wells VAF I did not have any properties classified as held for sale. However, on October 27, 2014, Wells VAF I entered into an agreement for the sale of the Nathan Lane Building.

Intangible Assets and Liabilities Arising from In-Place Leases where Wells VAF I is the Lessor

As of September 30, 2014 and December 31, 2013, Wells VAF I had the following intangible in-place lease assets and liabilities:



	As of September 30, 2014
	Intangible Lease Assets						Intangible Lease Origination Costs			Intangible Below-Market In-Place Lease Liabilities
	Above-Market In-Place Lease Assets			Absorption Period Costs			Intangible Lease Origination Costs			Intangible Below-Market In-Place Lease Liabilities
Gross	$	357,971		$	1,476,402		$	1,099,149		$	224,442
Accumulated Amortization	(296,252		)	(1,181,562		)	(909,641		)	(185,745		)
Net	$	61,719		$	294,840		$	189,508		$	38,697



	As of December 31, 2013
	Intangible Lease Assets						Intangible Lease Origination Costs			Intangible Below-Market In-Place Lease Liabilities
	Above-Market In-Place Lease Assets			Absorption Period Costs			Intangible Lease Origination Costs			Intangible Below-Market In-Place Lease Liabilities
Gross	$	357,971		$	1,476,402		$	1,099,149		$	224,442
Accumulated Amortization	(268,478		)	(1,063,012		)	(824,362		)	(168,331		)
Net	$	89,493		$	413,390		$	274,787		$	56,111

During the three and nine months ended September 30, 2014 and 2013, Wells VAF I recognized the following amortization of acquired intangible lease assets and liabilities:



	Intangible Lease Assets				Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
For the three months ended September 30:	Above-Market In-Place Lease Assets		Absorption Period Costs		Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
2014	$	9,258	$	39,516	$	28,427	$	5,804
2013	$	9,258	$	39,515	$	28,427	$	5,805

For the nine months ended September 30:
2014	$	27,774	$	118,550	$	85,279	$	17,414
2013	$	27,774	$	118,549	$	85,279	$	17,415

The remaining net intangible assets and liabilities balances as of September 30, 2014 will be amortized as follows:



	Intangible Lease Assets				Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
For the year ending December 31,	Above-Market In-Place Lease Assets		Absorption Period Costs		Intangible Lease Origination Costs		Intangible Below-Market In-Place Lease Liabilities
2014	$	9,258	$	39,517	$	28,426	$	5,804
2015	37,032		158,067		113,705		23,218
2016	15,429		81,558		47,377		9,675
2017	—		15,698		—		—
	$	61,719	$	294,840	$	189,508	$	38,697
Weighted-Average Amortization Period	2 years		2 years		2 years		2 years

Other Assets

Other assets are comprised of prepaid taxes, prepaid insurance, and nontenant receivables. Prepaid expenses and other assets will be expensed as incurred. Management assesses the collectability of other assets on an ongoing basis and provides for allowances as such balances, or portions thereof, become uncollectible. No such allowances have been recorded as of September 30, 2014 and December 31, 2013.

Income Taxes

Wells VAF I is not subject to federal or state income taxes; therefore, none have been provided for in the accompanying financial statements. The members are required to include their respective shares of profits and losses in their individual income tax returns, regardless of whether any cash distributions were made during the respective period.

Allocation of Profits and Losses

Wells VAF I allocates profits or losses for each allocation period to the investor members in proportion to their respective percentage interests in an amount not to create a deficit capital balance.

Distribution of Net Cash Flow

Net cash flow, as defined in the operating agreement, is distributed to the members in the order and priority that follows:


•	First, to pay the following returns on capital:


•	First, to the investor members up to a 10% per annum compounded return on their capital contributions during the offering period;


•	Second, to the investor members in proportion to their percentage interests, as defined, until each investor member receives a 10% per annum compounded return on their capital contributions for the period following the offering period;


•	Third, to Wells Management up to a 10% per annum compounded return on its capital contribution;


•	Second, to the investor members in proportion to their percentage interests until each investor member has received $1,000 per share;


•	Third, to Wells Management until it has received its capital contribution; and


•	Fourth,


•	To Wells Management in the amount of 20% of all distributable proceeds, less any disposition fees previously paid to Wells Management, of which Wells Management has agreed to pay up to 50% of any such amount received to broker/dealers who participated in its private placement offering; and


•	The remainder to the investor members in accordance with their percentage interests.

Recent Accounting Pronouncement

In April 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). ASU 2014-08 changes the criteria for transactions that qualify to be reported as discontinued operations, and enhances disclosures for transactions that meet the new criteria in this area. ASU 2014-08 limits discontinued operations reporting to disposals of components of an entity that represent strategic shifts that have (or will have) a major effect on the entity’s operations and financial results. ASU 2014-08 requires expanded disclosures for discontinued operations including more information about the assets, liabilities, revenues, and expenses of discontinued operations. ASU 2014-08 also requires an entity to disclose the pre-tax profit or loss of an individually significant component of an entity that does not qualify for discontinued operations reporting. ASU 2014-08 is effective for the period beginning on January 1, 2015.Wells VAF I expects that the adoption of ASU 2014-08 will not have a material impact on its financial statements or disclosures.

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers ("ASU 2014-09"). ASU 2014-09 requires an entity to recognize the amount of revenue to which it expects to be entitled to for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue guidance in GAAP when it becomes effective. ASU 2014-09 will be effective for Wells VAF I the period beginning on January 1, 2017. Early adoption is not permitted. ASU 2014-09 permits the use of either the retrospective or cumulative effect transition method. Wells VAF I is currently evaluating the impact that the adoption of ASU 2014-09 will have on its financial statements or disclosures. Wells VAF I has not yet selected a transition method nor have we determined the effect of the ASU 2014-09 on our ongoing financial reporting.

- Definition

The entire disclosure for all significant accounting policies of the reporting entity.

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WELLS MID-HORIZON VALUE-ADDED FUND I LLC 10-Q