EX-99 2 pr-110104.htm FINANCIAL STATEMENTS AND EXHIBITS THIRD QUARTER RESULTS

NEWS RELEASE

For information contact:
Kevin B. Habicht
Chief Financial Officer
(407) 265-7348

For Immediate Release
November 1, 2004


THIRD QUARTER OPERATING RESULTS ANNOUNCED BY
COMMERCIAL NET LEASE REALTY, INC.

Orlando, Florida, November 1, 2004 — Commercial Net Lease Realty, Inc. (NYSE:NNN), an equity real estate investment trust, reported net earnings available to common shareholders for the quarter ended September 30, 2004 was $15,585,000 or 30 cents per share compared to $14,382,000 or 32 cents per share for the same period last year. Revenues for the third quarter increased to $33,491,000 compared to $27,780,000 for last year’s third quarter. Net earnings available to common shareholders for the nine months ended September 30, 2004 was $41,746,000 or 81 cents per share from $34,877,000 or 83 cents per share for the same period last year. Excluding the $3,252,000 charge in connection with the management transition costs, net earnings available to common shareholders for the nine months ended September 30, 2004 would have been 87 cents per share. Revenues for the nine months increased to $96,998,000 compared to $73,868,000 for the same period last year.

Funds from operations (“FFO”) available to common shareholders for the third quarter ended September 30, 2004 were $19,520,000 or 38 cents per share compared to $17,002,000 or 37 cents per share for the same period last year. For the nine months ended September 30, 2004, FFO available to common shareholders was $52,723,000 or $1.02 per share compared to $43,317,000 or $1.03 for the same period last year. Excluding the $3,252,000 charge in connection with the management transition costs, FFO per share for the nine months ended September 30, 2004 would have been $1.08 per share.

During the third quarter of 2004, the Company and its affiliated subsidiaries invested $45,991,000 in additional properties and construction in progress. The Company also announced that it disposed of 11 properties during the third quarter of 2004 generating net proceeds of $43,224,000 resulting in a net gain of $4,910,000, net of minority interest.

Craig Macnab, Chief Executive Officer and President, commented, “We were very pleased with these improved operating results.  Our balance sheet and tenant profile remain very strong and we continue to see solid gains from property dispositions in our taxable subsidiary.”

Commercial Net Lease Realty invests in high quality, single-tenant retail and office properties subject generally to long-term, net leases with established tenants, such as Barnes & Noble, Best Buy, CVS, OfficeMax and the United States of America. The Company currently owns 352 investment properties in 38 states with a gross leasable area of approximately 8.2 million square feet. These properties are leased to 144 corporations in 52 industry classifications.

Commercial Net Lease Realty Services, Inc. (“Services”) is included in the consolidated financial statements due to the implementation of Financial Accounting Standards Board Interpretation No. 46R, “Consolidation of Variable Interest Entities.” The prior period comparable condensed consolidated financial statements have been restated to show Services consolidated in all periods. The adoption of this interpretation did not have a significant impact on the financial position or results of operations of the Company.

Management will hold a conference call on November 1, 2004 at 10:30 am EST to review the Company’s results. The call can be accessed on the Company’s web site live at http://www.cnlreit.com. For those unable to listen to the live broadcast, a replay will be available on the Company’s web site. In addition, the Company will post a summary of any earnings guidance given on the call to the Company’s website.

Statements in this press release, which are not strictly historical, are “forward-looking” statements. Forward-looking statements involve known and unknown risks, which may cause the Company’s actual future results to differ materially from expected results. These risks include, among others, general economic conditions, local real estate conditions, changes in interest rates, increases in operating costs, the availability of capital, and the profitability of the Company’s taxable subsidiary. Additional information concerning these and other factors that could cause actual results to differ materially from those forward-looking statements is contained from time to time in the Company’s SEC filings, including, but not limited to, the Company’s Annual Report on Form 10-K. Copies of each filing may be obtained from the Company or the SEC. Consequently, such forward-looking statements should be regarded solely as reflections of the Company’s current operating plans and estimates. Actual operating results may differ materially from what is expressed or forecast in this press release. The Company undertakes no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date these statements were made.

Funds from Operations, commonly referred to as FFO, is a relative non-GAAP financial measure of operating performance of an equity REIT in order to recognize that income-producing real estate historically has not depreciated on the basis determined under GAAP. FFO is defined by NAREIT and is used by the Company as follows: net earnings (computed in accordance with GAAP) plus depreciation and amortization of assets unique to the real estate industry, excluding gains (or including losses) on the disposition of real estate held for investment, and the Company’s share of these items from the Company’s unconsolidated partnerships.

FFO is generally considered by industry analysts to be the most appropriate measure of performance of real estate companies. FFO does not necessarily represent cash provided by operating activities in accordance with GAAP and should not be considered an alternative to net income as an indication of the Company’s performance or to cash flow as a measure of liquidity or ability to make distributions. Management considers FFO an appropriate measure of performance of an equity REIT because it primarily excludes the assumption that the value of the real estate assets diminishes predictably over time, and because industry analysts have accepted it as a performance measure. The Company’s computation of FFO may differ from the methodology for calculating FFO used by other equity REITs, and therefore, may not be comparable to such other REITs.

The Company has determined that there are earnings from discontinued operations in each of its segments, real estate held for investment and real estate held for sale. All property dispositions from the Company’s held for investment segment are classified as discontinued operations. In addition, certain properties in the Company’s held for sale segment that have generated revenues before disposition are to be classified as discontinued operations. These held for sale properties have not historically been classified as discontinued operations, prior period comparable condensed consolidated financial statements have been restated to include these properties in its earnings from discontinued operations. These adjustments resulted in a decrease in the Company’s reported total revenues and total and per share income from continuing operations and an increase in the Company’s income from discontinued operations.  However, the Company’s total and per share FFO and net income available to common shareholders are not affected.


Commercial Net Lease Realty, Inc.
(in thousands, except per share data)

Income Statement Summary Quarter Ended
September 30,
Nine Months Ended
September 30,
2004
2003
2004
2003
Revenues:                    
    Rental and earned income   $ 28,234   $ 25,483   $ 83,380   $ 68,089  
    Real estate expense reimbursement from tenants    899    1,562    3,927    2,519  
    Gain on disposition of real estate held for sale    2,413    -    4,162    2,066  
    Interest and other income from real estate transactions    1,893    735    5,441    1,194  




     33,439    27,780    96,910    73,868  




Operating expenses:  
    General and administrative    5,848    5,552    17,151    15,382  
    Real estate    2,854    2,473    9,098    3,995  
    Depreciation and amortization    4,403    3,440    12,807    9,337  
    Dissenting shareholders’ settlement    -    -    -    2,413  
    Transition costs    52    -    3,252    -  




     13,157    11,465    42,308    31,127  




Other expenses (revenues):  
   Interest and other income    (1,238 )  (573 )  (3,057 )  (2,665 )
   Interest expense    8,594    6,763    23,802    19,992  




     7,356    6,190    20,745    17,327  




Provision for income tax benefit    642    922    1,824    2,275  
Minority interest    (1,342 )  27    (1,009 )  27  
Equity in earnings of unconsolidated affiliates    1,155    1,580    3,694    3,462  




Earnings from continuing operations    13,381    12,654    38,366    31,178  
  
Earnings from discontinued operations:  
    Real estate, held for investment    862    1,489    2,546    3,361  
    Real estate, held for sale    2,762    1,241    5,096    3,343  




     3,624    2,730    7,642    6,704  




Net earnings    17,005    15,384    46,008    37,882  
Series A preferred dividends    (1,002 )  (1,002 )  (3,006 )  (3,005 )
Series B convertible preferred dividends    (418 )  (84 )  (1,256 )  (84 )




Net earnings available to common shareholders — basic    15,585    14,298    41,746    34,793  
Series B convertible preferred stock dividends    -    84    -    84  




Net earnings available to common stockholders — diluted   $15,585   $14,382   $41,746   $34,877  




Weighted average common shares outstanding:  
   Basic    51,672,012    44,368,735    51,288,732    41,755,975  




   Diluted    51,969,340    45,403,830    51,590,336    42,259,338  




Net earnings per share available to common shareholders:  
   Basic:  
       Continuing operations   $0.23   $0.26   $0.66   $0.68  
       Discontinued operations    0.07    0.06    0.15    0.16  




       Net earnings   $0.30   $0.32   $0.81   $0.84  




   Diluted:  
       Continuing operations   $0.23   $0.26   $0.66   $0.67  
       Discontinued operations    0.07    0.06    0.15    0.16  




       Net earnings   $0.30   $0.32   $0.81   $0.83  





Commercial Net Lease Realty, Inc.
(in thousands)

Earnings from Discontinued Operations - Real Estate Held for Investment:

In accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” (“SFAS No. 144”) the Company has classified its 15 and 14 investment assets sold during 2004 and 2003, respectively, as discontinued operations. All real estate held for investment sold subsequent to December 31, 2001, the effective date of SFAS No. 144, have been classified to discontinued operations. The following is a summary of earnings from discontinued operations from real estate held for investment.
  
Quarter Ended
September 30,
Nine Months Ended
September 30,
2004
2003
2004
2003
Revenues:                    
    Rental and earned income   $ 573   $ 1,006   $ 1,378   $ 3,345  
    Other income    48    29    194    147  




     621    1,035    1,572    3,492  




Expenses:  
    General and administrative    (9 )  3    (6 )  15  
    Real estate    6    6    29    33  
    Depreciation and amortization    15    107    141    370  




     12    116    164    418  




Gain on disposition of real estate    253    570    1,138    287  




Earnings from discontinued operations from real estate  
    held for investment   $ 862   $ 1,489   $ 2,546   $ 3,361  




  
Earnings from Discontinued Operations - Real Estate Held for Sale:

The Company has classified its eight and 15 held for sale assets sold during 2004 and 2003, respectively, as discontinued operations. In addition, the Company has classified its 12 properties that are currently held for sale and generating rental revenues as discontinued operations. The Company has reclassified all held for sale properties that have generated rental revenue before disposition which were sold subsequent to December 31, 2001, the effective date of SFAS No. 144, to discontinued operations. The following is a summary of earnings from discontinued operations from real estate held for sale.

Quarter Ended
September 30,
Nine Months Ended
September 30,
2004
2003
2004
2003
Revenues:                    
    Rental and earned income   $ 682   $ 779   $ 1,921   $ 2,248  
    Gain on disposition of real estate held for sale    7,394    1,070    10,768    3,408  
    Other income    -    -    81    15  




     8,076    1,849    12,770    5,671  




Expenses:  
    General and administrative    17    -    23    1  
    Real estate    84    14    242    25  
    Interest    149    51    645    256  
    Depreciation and amortization    1    (216 )  1    -  




     251    (151 )  911    282  




Provision for income taxes    (1,690 )  (759 )  (3,118 )  (2,046 )
Minority interest    (3,373 )  -  (3,645 )  -




Earnings from discontinued operations from real estate  
    held for sale   $2,762   $1,241   $5,096   $3,343  





Commercial Net Lease Realty, Inc.
(in thousands, except per share data)

Reconciliation of net earnings to FFO and FFO available to                    
common shareholders:  
    Net earnings   $ 17,005   $ 15,384   $ 46,008   $ 37,882  
       Real estate depreciation and amortization:  
          Continuing operations    4,020    2,912    11,508    7,851  
          Discontinued operations    15    107    141    370  
       Partnership real estate depreciation    153    171    466    506  
       Gain on disposition of real estate held for    
          investment from discontinued operations     (253 )   (570 )   (1,138 )   (287 )




    FFO    20,940    18,004    56,985    46,322  
    Series A preferred dividends    (1,002 )  (1,002 )  (3,006 )  (3,005 )
    Series B convertible preferred dividends    (418 )  (84 )  (1,256 )  (84 )




FFO available to common stockholders — basic    19,520    16,918    52,723    43,233  
Series B convertible preferred stock dividends    -    84    -    84  




FFO available to common stockholders — diluted   $ 19,520   $ 17,002   $ 52,723   $ 43,317  




Funds from operations per share:  
    Basic   $ 0.38   $ 0.38   $ 1.03   $ 1.04  




    Diluted   $ 0.38   $ 0.37   $ 1.02   $ 1.03  





Commercial Net Lease Realty, Inc.
(in thousands)

Balance Sheet Summary September 30, December 31,
2004
2003
Assets:            
    Cash and cash equivalents   $16,921   $5,335  
    Receivables, net of allowance    6,730    4,740  
    Mortgages, notes and accrued interest receivable, net of allowance    62,287    68,423  
    Line of credit and accrued interest receivable from related party    26,983    16,530  
    Investments in and other receivables from unconsolidated  
       affiliates    31,997    39,606  
    Real estate held for investment:  
       Accounted for using the operating method, net of  
           accumulated depreciation and amortization    966,775    887,124  
       Accounted for using the direct financing method    105,597    102,970  
    Real estate held for sale, net of accumulated depreciation    63,521    45,822  
    Accrued rental income, net of allowance    28,478    25,322  
    Other assets    18,543    17,906  


             Total assets   $ 1,327,832   $ 1,213,778  


Liabilities and stockholders’ equity:  
    Current liabilities   $ 15,127   $ 15,328  
    Line of credit payable    28,000    27,800  
    Mortgages payable    160,745    149,861  
    Notes payable    343,186    289,758  
    Obligation under capital lease    26,041    -  
    Minority interest    1,937    277  
    Stockholders’ equity    752,796    730,754  


             Total liabilities and equity   $ 1,327,832   $ 1,213,778  


Common shares outstanding    51,884    50,002  


Gross Leaseable Area    8,250    7,907  



Commercial Net Lease Realty, Inc.
Properties Held for Investment

(Based on current annual base rent of $114,372,000 as of September 30, 2004)
  
  
Top 20 Tenants

  Tenant % of Total   Tenant % of Total
1. United States of America 16.0% 11. Target 1.6%
2. CVS 6.7% 12. Bed Bath & Beyond 1.5%
3. Best Buy 5.2% 13. Food 4 Less 1.4%
4. OfficeMax 4.4% 14. The Good Guys 1.4%
5. Barnes & Noble 4.2% 15. Havertys Furniture 1.3%
6. Eckerd 4.0% 16. Dick's Sporting Goods 1.2%
7. The Sports Authority 3.2% 17. Reliable 1.2%
8. Academy 3.1% 18. Rite Aid 1.1%
9. Borders Books 2.7% 19. Winn-Dixie 1.1%
10. Jared Jewelers 1.6% 20. Lowe's 1.1%
  
  
Top 10 States

  State % of Total   State % of Total
1. Virginia 20.7% 6. Missouri 3.1%
2. Florida 14.8% 7. New Jersey 3.0%
3. Texas 13.1% 8. Maryland 2.8%
4. California 8.0% 9. Ohio 2.8%
5. Georgia 5.9% 10. Tennessee 2.7%


Lease Expirations
  
# of Properties % of Total # of Properties % of Total
2004 1 0.1% 2010 16 4.2%
2005 6 0.5% 2011 14 3.0%
2006 6 1.4% 2012 18 4.8%
2007 16 2.0% 2013 27 7.0%
2008 23 3.6% 2014 34 24.7%
2009 22 4.0% Thereafter 154 44.7%