-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R/517jQOYNTH+GWtgA4mthL0YtRXdOCo2odOE++P9NiagSngjIp0F1EUE/GUyN2b +YnmOxP96S5guumQeJdUpQ== 0001157523-03-001654.txt : 20030506 0001157523-03-001654.hdr.sgml : 20030506 20030506084726 ACCESSION NUMBER: 0001157523-03-001654 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030506 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL NET LEASE REALTY INC CENTRAL INDEX KEY: 0000751364 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 561431377 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11290 FILM NUMBER: 03683090 BUSINESS ADDRESS: STREET 1: 450 S ORANGE AVE STREET 2: SUITE 900 CITY: ORLANDO STATE: FL ZIP: 32801 BUSINESS PHONE: 4074237348 MAIL ADDRESS: STREET 1: 455 S ORANGE AVE STE 700 STREET 2: 400 E SOUTH ST STE 500 CITY: ORLANDO STATE: FL ZIP: 32801 FORMER COMPANY: FORMER CONFORMED NAME: CNL REALTY INVESTORS INC /DE/ DATE OF NAME CHANGE: 19930429 FORMER COMPANY: FORMER CONFORMED NAME: CNL REALTY INVESTORS INC DATE OF NAME CHANGE: 19920831 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN CORRAL REALTY CORP DATE OF NAME CHANGE: 19920703 8-K 1 a4390050.txt COMMERCIAL NET LEASE REALTY 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Date of Report: May 6, 2003 COMMERCIAL NET LEASE REALTY, INC. (exact name of registrant as specified in its charter) Maryland 0-12989 56-1431377 (State or other jurisdiction of (Commission File Number) (I.R.S. Employment incorporation or organization) Identification No.) 450 South Orange Avenue, Orlando, Florida 32801 (Address of principal executive offices, including zip code) (407) 265-7348 (Registrant's telephone number, including area code) Item 7. Financial Statements and Exhibits. Exhibit 99.1: Press Release dated May 6, 2003. Item 9. Regulation FD Disclosure. Pursuant to Securities and Exchange Commission Release No. 33-8216, dated March 27, 2003, the information provided herein is being furnished under Item 12 of Form 8-K. On May 6, 2003, Commercial Net Lease Realty, Inc. issued a press release announcing its results of operations and financial condition for the three months ended March 31, 2003. The press release is attached hereto as Exhibit 99.1. 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. Commercial Net Lease Realty, Inc. (Registrant) Date: May 6, 2003 By: /s/ Kevin B. Habicht --------------------- Kevin B. Habicht Executive Vice President and Chief Financial Officer EX-99 3 a4390050ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 First Quarter Operating Results Announced by Commercial Net Lease Realty, Inc. ORLANDO, Fla.--(BUSINESS WIRE)--May 6, 2003--Commercial Net Lease Realty, Inc. (NYSE:NNN), an equity real estate investment trust, reported funds from operations ("FFO") for the quarter ended March 31, 2003 were $14,237,000 or 35 cents per share compared to $14,161,000 or 35 cents per share for the same period last year. Net earnings available to common shareholders for the quarter ended March 31, 2003 was $9,153,000 or 23 cents per share compared to $11,624,000 or 29 cents per share for the same period last year. Additionally, during the first quarter of 2003, the Company and its affiliated subsidiaries invested $17,602,000 in additional properties and construction in progress. The Company also announced that it disposed of seven properties during the first quarter of 2003 generating net proceeds of $12,141,000 resulting in a net gain of $68,000 for financial reporting purposes. Included in first quarter 2003 net earnings was a $2,413,000 non-recurring charge taken in connection with the settlement of the previously disclosed appraisal rights litigation related to the Company's 2001 acquisition of Captec Net Lease Realty. The settlement approximated the current value of the original merger consideration (which included cash, common shares, preferred shares and subsequent dividends). Accordingly, the Company views the outcome as favorable and will be able to avoid the cost of continued litigation. Including the non-recurring settlement charge, FFO for the first quarter ended March 31, 2003, was $11,824,000 or 29 cents per share. "We are pleased to be one of only 228 public companies that have paid increased annual dividends to shareholders for 13 or more consecutive years," commented Gary M. Ralston, President and Chief Operating Officer, "because protecting and growing the dividend is our main priority. As of March 31, 2003, occupancy (based on gross leasable area) was 95.8%. Our portfolio of well-located, single tenant properties net leased to creditworthy tenants continues to generate stable cash flow." Commercial Net Lease Realty, an equity real estate investment trust, invests in high-quality, freestanding single tenant properties subject to long-term, net leases with major corporate tenants, such as Barnes & Noble, Best Buy, Eckerd and OfficeMax. The Company currently owns, either directly or through investment interests, 345 properties in 39 states with total gross leasable area of approximately 6.7 million square feet. These properties are leased to 117 retailers in 43 lines of trade. Management will hold a conference call on May 6, 2003 at 10:30 a.m. EDT 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. 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 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. For purposes of the Company, FFO is net earnings excluding depreciation, gains and losses on the disposition of real estate and non-recurring items of income and expense of the Company, 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. FFO does not necessarily represent cash provided by operating activities in accordance with accounting principles generally accepted in the United States of America 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. Commercial Net Lease Realty, Inc. (in thousands, except per share data) For the Quarter Ended March 31, 2003 2002 ---------- ---------- Income: Rental and earned income $ 22,376 $ 20,828 Interest and other income 1,197 2,661 ---------- ---------- 23,573 23,489 ---------- ---------- Expenses: General and administrative 2,600 2,263 Real estate 293 524 Interest 6,509 6,567 Depreciation and amortization 2,940 2,757 Dissenting shareholders' settlement 2,413 - ---------- ---------- 14,755 12,111 ---------- ---------- Earnings from continuing operations before equity in earnings of unconsolidated affiliates 8,818 11,378 Equity in earnings of unconsolidated affiliates 764 640 ---------- ---------- Earnings from continuing operations 9,582 12,018 Earnings from discontinued operations 572 731 ---------- ---------- Net earnings 10,154 12,749 Preferred stock dividends (1,001) (1,125) ---------- ---------- Net earnings available to common stockholders $ 9,153 $ 11,624 ========== ========== Weighted average common shares outstanding: Basic 40,411 40,638 ========== ========== Diluted 40,572 40,710 ========== ========== Earnings per share available to common stockholders: Basic Continuing operations $ 0.21 $ 0.27 Discontinued operations 0.02 0.02 ---------- ---------- Net Earnings $ 0.23 $ 0.29 ========== ========== Diluted Continuing operations $ 0.21 $ 0.27 Discontinued operations 0.02 0.02 ---------- ---------- Net Earnings $ 0.23 $ 0.29 ========== ========== Commercial Net Lease Realty, Inc. (in thousands) For the Quarter Ended March 31, 2003 2002 ---------- ---------- Reconciliation of funds from operations: Net earnings available to common stockholders $ 9,153 $ 11,624 Real estate depreciation and amortization: Continuing operations 2,564 2,427 Discontinued operations 12 185 Partnership real estate depreciation 164 16 Gain on disposition of real estate: Continuing operations - - Discontinued operations (69) (91) Dissenting shareholders' settlement 2,413 - ---------- ---------- Funds from operations $ 14,237 $ 14,161 ========== ========== Funds from operations per common share: Basic $ 0.35 $ 0.35 ========== ========== Diluted $ 0.35 $ 0.35 ========== ========== In accordance with Financial Accounting Standard Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company has classified one property held for sale at March 31, 2003 and the seven and 19 properties sold during 2003 and 2002, respectively, as discontinued operations. Accordingly, the results of operations related to these 27 properties for 2003 and 2002, have been reclassified to earnings from discontinued operations. The following is a summary of earnings from discontinued operations. For the Quarter Ended March 31, 2003 2002 ---------- ---------- Revenues: Rental and earned income $ 450 $ 887 Other income 75 - ---------- ---------- 525 887 ---------- ---------- Expenses: General operating and administrative 1 - Real estate 9 62 Depreciation and amortization 12 185 ---------- ---------- 22 247 ---------- ---------- Earnings before gain on disposition of real estate 503 640 Gain on disposition of real estate 69 91 ---------- ---------- Earnings from discontinued operations $ 572 $ 731 ========== ========== Commercial Net Lease Realty, Inc. (in thousands) Balance Sheet Summary March 31, December 31, 2003 2002 ---------- ---------- Assets: Cash and cash equivalents $ 4,851 $ 1,737 Receivables, net of allowance 767 1,227 Mortgages, notes and accrued interest receivable 10,711 11,253 Investments in, mortgages and other receivables from unconsolidated affiliates 106,178 102,633 Real estate: Accounted for using the operating method 698,882 703,465 Accounted for using the direct financing method 107,730 108,308 Other assets 26,028 25,485 ---------- ---------- Total assets $ 955,147 $ 954,108 ========== ========== Liabilities and stockholders' equity: Current liabilities $ 6,664 $ 20,378 Line of credit 57,700 38,900 Mortgages payable 54,772 55,481 Notes payable 290,098 290,208 Stockholders' equity 545,913 549,141 ---------- ---------- Total liabilities and equity $ 955,147 $ 954,108 ========== ========== Common shares outstanding 40,489 40,404 ========== ========== CONTACT: Commercial Net Lease Realty, Inc., Orlando Kevin B. Habicht, 407/265-7348 -----END PRIVACY-ENHANCED MESSAGE-----