UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 -------------------------------- OR [ ] 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 0-12989 COMMERCIAL NET LEASE REALTY, INC. (Exact name of registrant as specified in its charter) Maryland 56-1431377 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 400 East South Street, Suite 500 Orlando, Florida 32801 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (407) 422-1574 Securities registered pursuant to Section 12(b) of the Act: Title of each class: Name of exchange on which registered: Common Stock, $.01 par value New York Stock Exchange Securities registered pursuant to section 12(g) of the Act: None (Title of class) 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 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 ----------- ----------- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of voting stock held by non-affiliates of the registrant as of March 22, 1996, was $198,624,602. The number of shares of common stock outstanding as of March 22, 1996, was 15,688,672. DOCUMENTS INCORPORATED BY REFERENCE: 1. Registrant incorporates by reference portions of the Commercial Net Lease Realty, Inc. Annual Report to Shareholders for the year ended December 31, 1995 (Items 5, 6, 7 and 8 of Part II). 2. Registrant incorporates by reference portions of the Commercial Net Lease Realty, Inc. Proxy Statement for the 1996 Annual Meeting of Shareholders (Items 10, 11, 12 and 13 of Part III). PART I ITEM 1. BUSINESS Commercial Net Lease Realty, Inc. (the "Registrant" or the "Company") is a real estate investment trust (a "REIT") which was incorporated in 1984 in the State of Delaware. In June 1994, the Company reincorporated in the State of Maryland. The Company acquires, owns and manages a diversified portfolio of high-quality, freestanding properties leased to major retail businesses under long-term commercial net leases. The Company's strategy is to invest in single-tenant, freestanding retail properties with purchase prices of generally up to $5 million, which typically are located along intensive commercial corridors near traffic generators, such as regional malls, business developments and major thoroughfares. Management believes that these types of properties when leased to high-quality tenants with significant market presence provide attractive opportunities for a stable current return and the potential for capital appreciation. In management's view, these types of properties also provide the Company with flexibility in use and tenant selection when the Properties are re-let upon lease expiration. The Company will hold its properties until it determines that the sale or other disposition of the properties is advantageous in view of the Company's investment objectives. In deciding whether to sell properties, the Company will consider factors such as potential capital appreciation, net cash flow and federal income tax considerations. Properties During the year ended December 31, 1995, the Company borrowed $67,400,000 of amounts it has available under its credit facility to acquire 29 properties and four buildings which were developed by the tenant on land parcels owned by the Company. As of December 31, 1995, the Company owned 157 properties (the "Properties") that are leased to major businesses, including Academy, Barnes & Noble, Best Buy, Blockbuster Music, Borders, Burger King, Checkers, CompUSA, Computer City, Denny's, Eckerd, Food 4 Less, Food Lion, Golden Corral, Good Guys, Hardee's, Hi-Lo Automotive, International House of Pancakes, Levitz, Linens 'n Things, Marshalls, Office Depot, OfficeMax, Oshmans, Pier 1 Imports, Pizza Hut, Scotty's, Sears, Waccamaw and Wendy's. The occupancy rate of the Company's Property portfolio was 100 percent at December 31, 1995. All of the Properties are leased under net leases pursuant to which the tenant typically will bear responsibility for substantially all property costs and expenses associated with ongoing maintenance and operation. The lease of each of the Company's Properties require payment of annual base rent plus, generally, either percentage rent based on the tenant's gross sales or contractual increases in annual rent. During 1995, two of the Company's lessees (or group of affiliated lessees), (i) Barnes & Noble Superstores, Inc. and (ii) Denny's, Inc. and Flagstar Enterprises, Inc. (which are affiliated entities under common control) (hereinafter referred to as Flagstar), each accounted for more than ten percent of the Company's total rental income. As of December 31, 1995, Barnes & Noble Superstores, Inc. was the lessee under leases relating to nine Properties and Flagstar was the lessee under leases relating to 24 Properties. It is anticipated that, based on the minimum rental payments required by the leases and estimated contingent rental income, Barnes & Noble Superstores, Inc. will continue to account for more than ten percent of the Company's total rental income in 1996. Any failure of this lessee could materially affect the Company's income. Investment in Subsidiaries In November 1995, the Company purchased 100% of the common stock of two newly-formed entities, Net Lease Realty I, Inc. and Net Lease Realty II, Inc. to facilitate the acquisition of certain properties. Each of the wholly-owned subsidiaries is a qualified real estate investment trust subsidiary as defined under Internal Revenue Code Section 856(i)(2). Advisory Services The Company and CNL Realty Advisors, Inc. have entered into an advisory agreement (the "Advisory Agreement"), which provides for CNL Realty Advisors, Inc. to receive an annual fee, payable monthly, equal to seven percent of funds from operations, as defined in the Advisory Agreement, up to $10,000,000, six percent of funds from operations in excess of $10,000,000 but less than $20,000,000 and five percent of funds from operations in excess of $20,000,000. Under the Advisory Agreement, CNL Realty Advisors, Inc. generally is responsible for administering the day-to-day investment operations of the Company, including investment analysis and development, acquisitions, due diligence, and asset management and accounting services. These duties include collecting rental payments, inspecting and managing the Properties, assisting the Company in responding to tenant inquiries and notices, providing information to the Company about the status of the leases and the Properties, maintaining the Company's accounting books and records, and preparing and filing various reports, returns or statements with various regulatory agencies. In addition, CNL Realty Advisors, Inc. serves as the Company's consultant in connection with policy decisions to be made by the Board of Directors, manages the Company's Properties and renders other services as the Board of Directors deems appropriate. CNL Realty Advisors, Inc. is subject to the supervision of the Company's Board of Directors and has only such functions as are delegated to it. The Advisory Agreement was renewed January 1, 1996 and continues until January 1997, and thereafter may be extended annually upon mutual consent of a majority of the board of directors of CNL Realty Advisors, Inc. and a majority of the independent directors of the Company unless terminated at an earlier date upon 90 days' prior notice by either party. Competition The Company generally competes with other REITs, real estate limited partnerships and other investors, including but not limited to, insurance companies, pension funds and financial institutions, in the acquisition, leasing, financing and disposition of investments in net-leased retail properties. Employees Reference is made to Item 10. Directors and Executive Officers of the Registrant for a listing of the Company's Executive Officers. The Company has no other employees. ITEM 2. PROPERTIES As of December 31, 1995, the Company owned 157 Properties located in 26 states. Reference is made to the Schedule of Real Estate and Accumulated Depreciation filed with this Report for a listing of the Properties and their respective costs. Description of Properties Land. The Company's Property sites range from approximately 12,000 to 286,000 square feet depending upon building size and local demographic factors. Sites purchased by the Company are in locations zoned for commercial use which have been reviewed for traffic patterns and volume. Land costs range from approximately $36,500 to $3,570,000. Buildings. The buildings generally are rectangular and are constructed from various combinations of stucco, steel, wood, brick and tile. Building sizes range from approximately 1,000 to 56,000 square feet. Building costs range from approximately $195,000 to $6,062,000 for each Property, depending upon the size of the building and the site and the area in which the Property is located. Generally, the Properties owned by the Company are freestanding, with paved parking areas. Leases. Although there are variations in the specific terms of the leases, the following is a summarized description of the general structure of the Company's leases. Generally, the leases of the Properties owned by the Company provide for initial terms of 15 to 20 years. As of December 31, 1995, the average remaining lease term was approximately 14 years. All of the Properties are leased under net leases pursuant to which the tenant typically will bear responsibility for substantially all property costs and expenses associated with ongoing maintenance and operation, including utilities, property taxes and insurance. In addition, the majority of the Company's leases provide that the tenant is responsible for roof and structural repairs. The leases of the Properties provide for annual base rental payments (payable in monthly installments) ranging from $23,952 to $910,132. Generally, the leases provide for either percentage rent or contractual increases in annual rent. Leases which provide for contractual increases in annual rent generally have increases which range from six to 12 percent after every five years of the lease term. In addition, for those leases which provide for the payment of percentage rent, such rent is generally one to eight percent of the tenants' annual gross sales, less the amount of annual base rent payable in that lease year. As of December 31, 1995, leases representing approximately 68 percent of annual base rent include contractual increases, leases representing approximately 44 percent of annual base rent include percentage rent provisions and leases representing approximately 23 percent of annual base rent include both contractual and percentage rent provisions. Generally, the leases of the Properties provide for two, three or four five-year renewal options subject to the same terms and conditions as the initial lease. Some of the leases also provide that, in the event the Company wishes to sell the Property subject to that lease, the Company first must offer the lessee the right to purchase the Property on the same terms and conditions, and for the same price, as any offer which the Company has received for the sale of the Property. The Company is not aware of any environmental liability with respect to any of the Properties in the Company Portfolio that it believes would have a material adverse effect on the Company's assets or financial condition. The Company's principal executive offices are located at 400 E. South Street, Suite 500, Orlando, Florida 32801, where it occupies office space provided to it free of charge by CNL Realty Advisors, Inc., the Company's advisor. ITEM 3. LEGAL PROCEEDINGS The Company is a defendant in a law suit filed on October 26, 1994, in the Circuit Court, Hamilton County, Tennessee, whereby the plaintiff is alleging that a flooding problem on the property adjacent to the Company's Property in Chattanooga, Tennessee, is a result of the construction of the building and parking lot on the Company's Property and is seeking damages of $400,000. Management intends to vigorously contest these claims and believes that, if the Company were to be held liable for any damages, such damages would be covered by insurance. The Company is also a defendant in a law suit filed on December 20, 1994, in the Circuit Court, Knox County, Tennessee, and in the Circuit Court, Greene County, Tennessee, by the surviving spouse of a patron of the Company's Property in Tusculum, Tennessee. The plaintiff is alleging that the Company was negligent in the design and control of the parking lot on the Company's Property and is seeking damages of $2,500,000. Management intends to vigorously contest these claims and to seek full indemnification from the tenant. Management believes that, if the Company were to be held liable for any damages, such damages would be covered by insurance. The Company is not a party to any other pending legal proceedings which, in the opinion of the Company and its general counsel, is likely to have a material adverse effect upon the Company's business or financial condition. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Information responsive to this Item is contained in the section captioned "Share Price and Dividend Data" on page 21 of the Registrant's Annual Report to Shareholders for the year ended December 31, 1995; the information in such section is filed as an exhibit to this report and the cited portion of which is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA Information responsive to this Item is contained in the section captioned "Historical Financial Highlights" on page one of the Registrant's Annual Report to Shareholders for the year ended December 31, 1995; the information in such section is filed as an exhibit to this report and the cited portion of which is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Information responsive to this Item is contained in the section captioned "Management's Discussion and Analysis of Financial Condition and Results of Operations" on pages six through nine of the Registrant's Annual Report to Shareholders for the year ended December 31, 1995; the information in such section is filed as an exhibit to this report and the cited portion of which is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Certain information responsive to this Item is contained in the section captioned "Quarterly Financial Data" on page 21 of the Registrant's Annual Report to Shareholders for the year ended December 31, 1995; the information in such section is filed as an exhibit to this report and the cited portion of which is incorporated herein by reference. The financial statements of the Registrant, together with the report thereon of KPMG Peat Marwick LLP, appearing in the Annual Report to Shareholders for the year ended December 31, 1995, are incorporated herein by reference. ITEM 9. DISAGREEMENTS OF ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Reference is made to the Registrant's definitive proxy statement which was filed with the Commission on March 28, 1996, pursuant to Regulation 14(a); information responsive to this Item is contained in the sections thereof captioned "Proposal I: Election of Directors - Nominees" and "Proposal I: Election of Directors - Executive Officers" and "Security Ownership," and the information in such sections is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION Reference is made to the Registrant's definitive proxy statement which was filed with the Commission on March 28, 1996, pursuant to Regulation 14(a); information responsive to this Item is contained in the section thereof captioned "Proposal I: Election of Directors - Compensation of Directors" and "Proposal I: Executive Compensation," and the information in such sections is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT Reference is made to the Registrant's definitive proxy statement which was filed with the Commission on March 28, 1996, pursuant to Regulation 14(a); information responsive to this Item is contained in the section thereof captioned "Security Ownership," and the information in such section is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Reference is made to the Registrant's definitive proxy statement which was filed with the Commission on March 28, 1996, pursuant to Regulation 14(a); information responsive to this Item is contained in the section thereof captioned "Certain Transactions," and the information in such section is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report. 1. Financial Statements Report of Independent Auditors Consolidated Balance Sheets at December 31, 1995 and 1994 Consolidated Statements of Earnings for the years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Stockholders' Equity for the years ended December 31, 1995, 1994 and 1993 Consolidated Statements of Cash Flows for the years ended December 31, 1995, 1994 and 1993 Notes to Consolidated Financial Statements 2. Financial Statement Schedule Report of Independent Auditors Schedule III - Real Estate and Accumulated Depreciation at December 31, 1995 Notes to Schedule III - Real Estate and Accumulated Depreciation at December 31, 1995 All other schedules are omitted because they are not applicable or because the required information is shown in the financial statements or the notes thereto. 3. Exhibits 3.1 Articles of Incorporation of the Registrant (filed as Exhibit 3.3(i) to the Registrant's Registration Statement No. 1-11290 on Form 8-B, and incorporated herein by reference). 3.2 Bylaws of the Registrant, (filed as Exhibit 3(ii) to Amendment No. 2 to the Registrant's Registration No. 33-83110 on Form S-3, and incorporated herein by reference). 4 Specimen Certificate of Common Stock, par value $.01 per share, of the Registrant (filed as Exhibit 3.4 to the Registrant's Registration Statement No. 1-11290 on Form 8-B and incorporated herein by reference). 10.1 Stock Purchase Agreement dated as of January 23, 1992 by and among the Registrant, CNL Group, Inc. and certain entities affiliated therewith (filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference). 10.2 Letter Agreement dated July 10, 1992, amending Stock Purchase Agreement dated January 23, 1992 (filed as Exhibit 10.34 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992, and incorporated herein by reference). 10.3 Form of Advisory Agreement between the Registrant and CNL Realty Advisors, Inc. (filed as Exhibit 10.21 to the Registrant's Report on Form 8 dated April 29, 1992, amending its Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference). 10.4 Advisory Agreement between Registrant and CNL Realty Advisors, Inc. effective as of April 1, 1993 and renewed January 1, 1995 (filed as Exhibit 10.04 to Amendment No. 1 to the Registrant's Registration Statement No. 33-61214 on Form S-2, and incorporated herein by reference). 10.5 Revolving Line of Credit and Security Agreement, dated as of July 25, 1994, among Registrant, certain lenders listed therein and First Union National Bank of Florida, as the Agent, relating to a $100,000,000 loan (filed as Exhibit 10.11 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1994, and incorporated herein by reference). 10.6 1992 Commercial Net Lease Realty, Inc. Stock Option Plan (filed as Exhibit No. 10(x) to the Registrant's Registration Statement No. 33-83110 on Form S-3, and incorporated herein by reference). 10.7 Interest Rate Cap Agreement dated February 28, 1994, by and between the Registrant and First Union National Bank of North Carolina (filed as Exhibit No. 10(xi) to the Registrant's Registration Statement No. 33-83110 on Form S-3, and incorporated herein by reference). 10.8 Interest Rate Cap Agreement dated December 23, 1994, by and between the Registrant and First Union National Bank of Florida (filed as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated by reference). 10.9 Second Amended and Restated Line of Credit and Security Agreement, dated December 7, 1995, among Registrant, certain lenders listed therein and First Union National Bank of Florida, as the Agent relating to a $100,000,000 loan (filed as Exhibit 10.14 to the Registrant's Current Report on Form 8-K dated January 18, 1996, and incorporated herein by reference). 10.10 Secured Promissory Note, dated December 14, 1995, among Registrant and Principal Mutual Life Insurance Company relating to a $13,150,000 loan (filed as Exhibit 10.15 to the Registrant's Current Report on Form 8-K dated January 18, 1996, and incorporated herein by reference). 10.11 Mortgage and Security Agreement, dated December 14, 1995, among Registrant and Principal Mutual Life Insurance Company relating to a $13,150,000 loan (filed as Exhibit 10.16 to the Registrant's Current Report on Form 8-K dated January 18, 1996, and incorporated herein by reference). 10.12 Loan Agreement, dated January 19, 1996, among Registrant and Principal Mutual Life Insurance Company relating to a $39,450,000 loan. Filed herewith. 10.13 Secured Promissory Note, dated January 19, 1996, among Registrant and Principal Mutual Life Insurance Company relating to a $39,450,000 loan. Filed herewith. 13 Annual Report to Shareholders for the year ended December 31, 1995 ("filed" only to the extent material therefrom is specifically incorporated herein by reference). 23 Consent of Independent Accountants dated March 22, 1996. Filed herewith. (b) The Registrant filed no reports on Form 8-K during the period from October 1, 1995 through December 31, 1995. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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, on the 29th day of March, 1996. COMMERCIAL NET LEASE REALTY, INC. By: /s/ James M. Seneff, Jr. ---------------------------------- JAMES M. SENEFF, JR. Chairman of the Board of Directors Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ James M. Seneff, Jr. Chairman of the Board of March 29, 1996 - ------------------------- Directors Chief James M. Seneff, Jr. Executive Officer (Principal Executive Officer) /s/ Robert A. Bourne Vice Chairman of the March 29, 1996 - ------------------------- Board of Directors, Robert A. Bourne Secretary and Treasurer /s/ Edward Clark Director March 29, 1996 - ------------------------- Edward Clark /s/ Willoughby T. Cox, Jr. Director March 29, 1996 - ------------------------- Willoughby T. Cox, Jr. /s/ Clifford R. Hinkle Director March 29, 1996 - ------------------------- Clifford R. Hinkle /s/ Ted B. Lanier Director March 29, 1996 - ------------------------- Ted B. Lanier /s/ Gary M. Ralston President March 29, 1996 - ------------------------- Gary M. Ralston /s/ Kevin B. Habicht Chief Financial Officer March 29, 1996 - ------------------------- (Principal Financial and Kevin B. Habicht Accounting Officer) REPORT OF INDEPENDENT AUDITOR'S ON SUPPLEMENTARY INFORMATION ---------------------------------------------------------------- The Board of Directors Commercial Net Lease Realty, Inc.: Under date of January 20, 1996, except for Note 13 for which the date is January 30, 1996, we reported on the balance sheets of Commercial Net Lease Realty, Inc. as of December 31, 1995 and 1994, and the related statements of earnings, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995, as contained in Item 14(a)1 of Form 10-K and in the 1995 annual report to stockholders. These financial statements and our report thereon are both included in Item 14(a)1 of Form 10- K for the year 1995. In connection with our audits of the aforementioned financial statements, we also audited the related financial statement schedule as of December 31, 1995. This financial statement schedule is the responsibility of the Company's management. Our responsibility is to express an opinion on this financial statement schedule based on our audits. In our opinion, such financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth herein. /s/KPMG Peat Marwick LLP Orlando, Florida January 20, 1996, except for Note 13 for which the date is January 30, 1996 COMMERCIAL NET LEASE REALTY, INC. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION ------------------------------------------------------- December 31, 1995 (A) (B) (C) (D) (E) Costs Capitalized Initial Cost Subsequent To Company To Acquisition ------------------------ ------------------ Buildings Encum- and Improve- Carrying brances Land Improvements ments Costs ------- ----------- ------------ -------- -------- Properties the Company has Invested in Under Operating Leases: Academy: Houston, TX - $ 1,074,232 $ - $ - $ - Houston, TX - 699,165 - - - N. Richland Hills, TX - 1,286,220 - - - Barnes & Noble: Lakeland, FL - 1,069,721 1,586,218 - - Brandon, FL - 1,474,921 1,605,896 - - Denver, CO - 3,242,338 2,720,034 - - Houston, TX - 3,307,562 2,396,024 - - Plantation, FL - 3,570,000 - - - Cary, NC - 2,754,000 - - - Lafayette, LA - 1,122,000 - - - Oklahoma City, OK - 1,662,090 - - - Daytona, FL - 2,540,511 - - - Best Buy: Corpus Christi, TX - 818,448 896,395 - - Blockbuster Music: Dallas, TX - 346,548 1,963,773 27,762 - Borders: Wilmington, DE - 3,030,769 6,061,538 - - Richmond, VA - 2,177,310 2,599,587 - - Burger King Restaurants: Asheboro, NC - 420,508 815,190 - - Galliano, LA - 249,001 1,130,506 - - John's Island, SC - 385,517 698,309 - - Lake Charles, LA - 272,381 965,713 - - Lancaster, OH - 220,846 582,815 - - Natchez, MS - 206,717 653,530 - - Tappahannock, VA - 289,840 572,779 - - Warren, MI - 298,817 785,031 - - Manchester, NH - 619,037 428,757 - - Rochester, NH - 216,652 779,450 - - St. Paul, MN - 225,297 542,847 - - Columbus, OH - 357,114 407,093 - - Opelousas, LA - 460,374 824,510 - - Coon Rapids, MI - 322,658 544,936 - - Checkers Restaurant: Orlando, FL - 256,568 - - - CompUSA: Mission Viejo, CA - 2,706,352 1,368,966 - - Computer City: Miami, FL - 2,713,192 1,866,676 - - Baton Rouge, LA - 606,715 910,072 - - Denny's Restaurants: Greenville, SC - 344,817 400,895 - - Landrum, SC - 155,429 - - - Mooresville, NC - 307,299 - - - Greensboro, NC - 265,915 493,407 - - Houston, TX - 289,036 572,985 - - Santee, SC - 244,284 312,045 - - Duncan, SC - 219,703 - - - Topeka, KS - 414,686 - - - Winter Springs, FL - 555,232 - - - Eckerd: San Antonio, TX - 440,985 - - - Dallas, TX - 541,493 - - - Garland, TX - 239,014 - - - Arlington, TX - 368,964 - - - Millville, NJ - 417,603 - - - Atlanta, GA - 445,593 - - - Mantua, NJ - 344,022 - - - Amarillo, TX - 641,439 - - - Amarillo, TX - 322,200 - - - Glassboro, NJ - 534,243 - - - Kissimmee, FL - 718,484 - - - Colleyville, TX - 755,647 - - - Tampa, FL - 604,682 - - - Food 4 Less: Lemon Grove, CA - 3,454,917 - - - Golden Corral Family Steakhouse Restaurants: Foley, AL (e) - 101,286 283,991 - - Edenton, NC - 36,578 318,481 - - Woodstock, GA - 200,680 328,450 - - Bonham, TX (e) - 128,451 344,170 - - Center, TX (e) - 103,187 308,859 - - Gilmer, TX (e) - 116,815 296,454 - - Leitchfield, KY (e) - 73,660 306,642 - - Marietta, GA (g) - 156,190 346,509 - - Rockledge, FL - 120,593 340,889 - - Silsbee, TX (e) - 132,802 302,052 - - Atlanta, TX - 88,457 368,317 - - Vernon, TX (e) - 105,798 328,943 - - Abbeville, LA - 98,577 362,416 - - Fredericksburg, TX - 169,984 321,189 - - Gonzales, TX (e) - 104,833 312,872 - - Bowie, TX (e) - 57,824 311,544 - - Clanton, AL (e) - 113,017 296,921 - - Jacksonville, TX - 115,276 318,196 - - Lake Placid, FL (e) - 115,113 305,074 - - Pleasanton, TX - 139,694 316,070 - - Marble Falls, TX (e) - 151,985 338,704 - - Ennis, TX - 153,700 366,639 - - Franklin, LA (e) - 105,839 396,831 - - Melbourne, FL - 193,447 341,351 - - Franklin, VA - 100,808 424,164 - - Minden, LA (e) - 86,120 402,364 - - Durant, OK - 140,862 411,135 - - Hardee's Restaurants: Chalkville, AL - 170,834 457,167 - - Gulf Shores, AL - 348,281 595,164 - - Mobile, AL - 336,696 - - - Warrior, AL - 177,659 - - - Horn Lake, MS - 302,787 - - - Petal, MS - 277,104 415,193 - - West Point, MS - 173,386 - - - Rock Hill, SC - 216,777 466,450 - - Columbia, TN - 226,300 - - - Johnson City, TN - 215,567 - - - Tusculum, TN - 182,349 507,293 - - Hi-Lo Automotive: Mesquite, TX - 233,420 513,523 - - Fort Worth, TX - 197,037 512,296 - - Houston, TX - 261,318 531,968 - - Arlington, TX - 295,331 571,609 - - Garland, TX - 239,570 512,023 - - Dallas, TX - 281,347 543,937 - - McAllen, TX - 265,177 605,397 - - Temple, TX - 177,451 587,755 - - San Antonio, TX - 200,510 643,741 - - Universal City, TX - 247,264 570,677 - - Bastrop, TX - 197,905 383,144 - - Lake Worth, TX - 252,141 539,510 - - Nacogdoches, TX - 190,324 522,232 - - Eagle Pass, TX - 256,745 455,841 - - International House of Pancakes Restaurants: Stafford, TX - 382,084 - - - Sunset Hills, MO - 271,853 - - - Las Vegas, NV - 519,947 - - - Fort Worth, TX - 430,896 - - - Arlington, TX - 404,512 - - - Matthews, NC - 380,043 - - - Phoenix, AZ - 483,374 - - - Linens 'n Things: Freehold, NJ - 1,753,766 2,208,651 - - Marshalls: Freehold, NJ - 2,052,946 2,585,432 - - Office Depot: Arlington, TX - 596,024 1,411,432 - - OfficeMax: Corpus Christi, TX - 893,270 978,344 76,664 - Dallas, TX - 1,118,500 1,709,891 - - Cincinnati, OH - 543,489 1,574,551 - - Evanston, IL - 1,867,831 1,757,618 - - Pier 1 Imports: Dallas, TX - 189,010 1,071,054 14,448 - Pizza Hut Restaurant: Orlando, FL - 220,632 258,483 - - Rally's Restaurant: Toledo, OH - 125,882 319,770 - - Scotty's: Orlando, FL - 1,064,260 2,049,431 - - Orlando, FL - 1,187,730 2,131,807 - - Sears Homelife Centers: Orlando, FL - 820,397 2,184,721 - - Clearwater, FL - 1,184,438 2,526,207 - - Oshmans: Dallas, TX - 1,311,440 - - - Waccamaw: Fairfax, VA - 2,156,801 - - - Wendy's Old Fashioned Hamburger Restau- rants: Fenton, MO - 307,068 496,410 - - Longwood, FL - 333,335 194,926 - - ----------- ----------- -------- -------- $83,363,492 $77,978,852 $118,874 $ - =========== =========== ======== ======== Properties the Company has Invested in Under Direct Financing Leases: Academy: Houston, TX - $ - $ 1,924,740 $ - $ - Houston, TX - - 1,867,519 - - Checkers Restaurant: Orlando, FL - - 286,910 - - Denny's Restaurants: Landrum, SC - - 374,684 - - Mooresville, NC - - 535,309 - - Akron, OH - 137,424 733,450 - - Duncan, SC - - 628,571 - - Topeka, KS - - 498,921 - - Winter Springs, FL - - 620,148 - - Eckerd: San Antonio, TX - - 783,974 - - Dallas, TX - - 638,684 - - Garland, TX - - 710,634 - - Arlington, TX - - 636,070 - - Millville, NJ - - 828,942 - - Atlanta, GA - - 668,390 - - Mantua, NJ - - 951,795 - - Vineland, NJ - 286,231 1,063,142 - - Amarillo, TX - - 857,250 - - Amarillo, TX - 153,406 826,030 - - Amarillo, TX - - 830,937 - - Glassboro, NJ - - 887,497 - - Kissimmee, FL - - 937,772 - - Alice, TX - 189,126 804,703 - - Colleyville, TX - - 1,074,893 - - Tampa, FL - - 1,090,532 - - Food Lion Super- markets: Keystone Heights, FL - 88,604 1,845,988 - - Chattanooga, TN - 336,488 1,701,072 - - Lynchburg, VA - 128,216 1,674,167 - - Martinsburg, WV - 448,648 1,543,573 - - Good Guys: Stockton, CA - 580,609 2,974,868 - - Hardee's Restaurants: Mobile, AL - - 479,107 - - Warrior, AL - - 470,556 - - Horn Lake, MS - - 555,975 - - Iuka, MS - 130,258 505,363 - - West Point, MS - - 517,424 - - Biscoe, NC - 60,301 479,984 - - Aynor, SC - 44,871 521,192 - - Columbia, TN - - 584,927 - - Johnson City, TN - - 570,690 - - Hi-Lo Automotive: Edinberg, TX - 97,056 418,926 - - Copperas Cove, TX - 116,637 476,331 - - Baton Rouge, LA - 89,954 508,146 - - Lake Jackson, TX - 120,313 609,300 - - Fort Worth, TX - 92,779 607,971 - - Pantego, TX - 154,368 505,323 - - Fort Worth, TX - 91,373 548,238 - - Pharr, TX - 94,576 472,880 - - Baton Rouge, LA - 122,349 527,930 - - Houston, TX - 37,508 596,069 - - International House of Pancakes Restaurants: Stafford, TX - - 571,832 - - Sunset Hills, MO - - 736,345 - - Las Vegas, NV - - 613,582 - - Fort Worth, TX - - 623,641 - - Arlington, TX - - 608,132 - - Matthews, NC - - 655,668 - - Phoenix, AZ - - 559,307 - - Levitz: Tempe, AZ - 634,444 2,225,991 - - Oshmans: Dallas, TX - - 2,658,976 - - Waccamaw: Fairfax, VA - - 3,356,493 - - ----------- ----------- -------- -------- $ 4,235,539 $53,367,464 $ - $ - =========== =========== ======== ======== COMMERCIAL NET LEASE REALTY, INC. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED ------------------------------------------------------------------- December 31, 1995 (F) (G) (H) (I) Gross Amount at Which Carried at Close of Period (b) ------------------------------------- Buildings and Accumulated Land Improvements Total Depreciation ----------- ------------ ------------ ------------ Properties the Company has Invested in Under Operating Leases: Academy: Houston, TX $ 1,074,232 (c) $ 1,074,232 $ - Houston, TX 699,165 (c) 699,165 - N. Richland Hills, TX 1,286,220 (f) 1,286,220 - Barnes & Noble: Lakeland, FL 1,069,721 $ 1,586,218 2,655,939 36,884 Brandon, FL 1,474,921 1,605,896 3,080,817 37,341 Denver, CO 3,242,338 2,720,034 5,962,372 85,190 Houston, TX 3,307,562 2,396,024 5,703,586 14,983 Plantation, FL 3,570,000 (f) 3,570,000 - Cary, NC 2,754,000 (f) 2,754,000 - Lafayette, LA 1,122,000 (f) 1,122,000 - Oklahoma City, OK 1,662,090 (f) 1,662,090 - Daytona, FL 2,540,511 (f) 2,540,511 - Best Buy: Corpus Christi, TX 818,448 896,395 1,714,843 47,521 Blockbuster Music: Dallas, TX 346,548 1,991,535 2,338,083 86,358 Borders: Wilmington, DE 3,030,769 6,061,538 9,092,307 155,612 Richmond, VA 2,177,310 2,599,587 4,776,897 36,465 Burger King Restaurants: Asheboro, NC 420,508 815,190 1,235,698 71,329 Galliano, LA 249,001 1,130,506 1,379,507 98,919 John's Island, SC 385,517 698,309 1,083,826 61,102 Lake Charles, LA 272,381 965,713 1,238,094 84,500 Lancaster, OH 220,846 582,815 803,661 50,996 Natchez, MS 206,717 653,530 860,247 57,184 Tappahannock, VA 289,840 572,779 862,619 50,118 Warren, MI 298,817 785,031 1,083,848 68,690 Manchester, NH 619,037 428,757 1,047,794 27,796 Rochester, NH 216,652 779,450 996,102 50,531 St. Paul, MN 225,297 542,847 768,144 33,965 Columbus, OH 357,114 407,093 764,207 25,471 Opelousas, LA 460,374 824,510 1,284,884 51,588 Coon Rapids, MI 322,658 544,936 867,594 34,096 Checkers Restaurant: Orlando, FL 256,568 (c) 256,568 - CompUSA: Mission Viejo, CA 2,706,352 1,368,966 4,075,318 19,962 Computer City: Miami, FL 2,713,192 1,866,676 4,579,868 79,462 Baton Rouge, LA 606,715 910,072 1,516,787 61 Denny's Restaurants: Greenville, SC 344,817 400,895 745,712 25,990 Landrum, SC 155,429 (c) 155,429 - Mooresville, NC 307,299 (c) 307,299 - Greensboro, NC 265,915 493,407 759,322 31,987 Houston, TX 289,036 572,985 862,021 37,146 Santee, SC 244,284 312,045 556,329 20,229 Duncan, SC 219,703 (c) 219,703 - Topeka, KS 414,686 (c) 414,686 - Winter Springs, FL 555,232 (c) 555,232 - Eckerd: San Antonio, TX 440,985 (c) 440,985 - Dallas, TX 541,493 (c) 541,493 - Garland, TX 239,014 (c) 239,014 - Arlington, TX 368,964 (c) 368,964 - Millville, NJ 417,603 (c) 417,603 - Atlanta, GA 445,593 (c) 445,593 - Mantua, NJ 344,022 (c) 344,022 - Amarillo, TX 641,439 (c) 641,439 - Amarillo, TX 322,200 (c) 322,200 - Glassboro, NJ 534,243 (c) 534,243 - Kissimmee, FL 718,484 (c) 718,484 - Colleyville, TX 755,647 (c) 755,647 - Tampa, FL 604,682 (c) 604,682 - Food 4 Less: Lemon Grove, CA 3,454,917 (f) 3,454,917 - Golden Corral Family Steakhouse Restaurants: Foley, AL (e) 101,286 283,991 385,277 96,585 Edenton, NC 36,578 318,481 355,059 106,421 Woodstock, GA 200,680 328,450 529,130 109,703 Bonham, TX (e) 128,451 344,170 472,621 113,920 Center, TX (e) 103,187 308,859 412,046 102,244 Gilmer, TX (e) 116,815 296,454 413,269 98,137 Leitchfield, KY (e) 73,660 306,642 380,302 101,500 Marietta, GA (g) 156,190 346,509 502,699 114,696 Rockledge, FL 120,593 340,889 461,482 112,834 Silsbee, TX (e) 132,802 302,052 434,854 99,994 Atlanta, TX 88,457 368,317 456,774 121,545 Vernon, TX (e) 105,798 328,943 434,741 105,262 Abbeville, LA 98,577 362,416 460,993 115,973 Fredericksburg, TX 169,984 321,189 491,173 102,781 Gonzales, TX (e) 104,833 312,872 417,705 100,119 Bowie, TX (e) 57,824 311,544 369,368 99,694 Clanton, AL (e) 113,017 296,921 409,938 95,015 Jacksonville, TX 115,276 318,196 433,472 101,823 Lake Placid, FL (e) 115,113 305,074 420,187 97,624 Pleasanton, TX 139,694 316,070 455,764 101,142 Marble Falls, TX (e) 151,985 338,704 490,689 108,385 Ennis, TX 153,700 366,639 520,339 113,658 Franklin, LA (e) 105,839 396,831 502,670 123,017 Melbourne, FL 193,447 341,351 534,798 105,819 Franklin, VA 93,719 424,164 517,883 93,569 Minden, LA (e) 86,120 402,364 488,484 68,735 Durant, OK 140,862 411,135 551,997 66,017 Hardee's Restaurants: Chalkville, AL 170,834 457,167 628,001 24,862 Gulf Shores, AL 348,281 595,164 943,445 32,367 Mobile, AL 336,696 (c) 336,696 - Warrior, AL 177,659 (c) 177,659 - Horn Lake, MS 302,787 (c) 302,787 - Petal, MS 277,104 415,193 692,297 22,580 West Point, MS 173,386 (c) 173,386 - Rock Hill, SC 216,777 466,450 683,227 25,367 Columbia, TN 226,300 (c) 226,300 - Johnson City, TN 215,567 (c) 215,567 - Tusculum, TN 182,349 507,293 689,642 27,588 Hi-Lo Automotive: Mesquite, TX 233,420 513,523 746,943 15,461 Fort Worth, TX 197,037 512,296 709,333 13,906 Houston, TX 261,318 531,968 793,286 14,444 Arlington, TX 295,331 571,609 866,940 15,518 Garland, TX 239,570 512,023 751,593 13,897 Dallas, TX 281,347 543,937 825,284 13,745 McAllen, TX 265,177 605,397 870,574 3,952 Temple, TX 177,451 587,755 765,206 3,837 San Antonio, TX 200,510 643,741 844,251 4,202 Universal City, TX 247,264 570,677 817,941 3,725 Bastrop, TX 197,905 383,144 581,049 2,501 Lake Worth, TX 252,141 539,510 791,651 3,522 Nacogdoches, TX 190,324 522,232 712,556 3,409 Eagle Pass, TX 256,745 455,841 712,586 2,976 International House of Pancakes Restaurants: Stafford, TX 382,084 (c) 382,084 - Sunset Hills, MO 271,853 (c) 271,853 - Las Vegas, NV 519,947 (c) 519,947 - Fort Worth, TX 430,896 (c) 430,896 - Arlington, TX 404,512 (c) 404,512 - Matthews, NC 380,043 (c) 380,043 - Phoenix, AZ 483,374 (c) 483,374 - Linens 'n Things: Freehold, NJ 1,753,766 2,208,651 3,962,417 74,067 Marshalls: Freehold, NJ 2,052,946 2,585,432 4,638,378 86,702 Office Depot: Arlington, TX 596,024 1,411,432 2,007,456 67,551 OfficeMax: Corpus Christi, TX 893,270 1,055,008 1,948,278 55,503 Dallas, TX 1,118,500 1,709,891 2,828,391 85,612 Cincinnati, OH 543,489 1,574,551 2,118,040 58,372 Evanston, IL 1,867,831 1,757,618 3,625,449 24,655 Pier 1 Imports: Dallas, TX 189,010 1,085,502 1,274,512 47,078 Pizza Hut Restaurant: Orlando, FL 220,632 258,483 479,115 29,836 Rally's Restaurant: Toledo, OH 125,882 319,770 445,652 28,851 Scotty's: Orlando, FL 1,064,260 2,049,431 3,113,691 26,188 Orlando, FL 1,187,730 2,131,807 3,319,537 27,241 Sears Homelife Centers: Orlando, FL 820,397 2,184,721 3,005,118 141,782 Clearwater, FL 1,184,438 2,526,207 3,710,645 163,944 Oshmans: Dallas, TX 1,311,440 (c) 1,311,440 - Waccamaw: Fairfax, VA 2,156,801 (c) 2,156,801 - Wendy's Old Fashioned Hamburger Restau- rants: Fenton, MO 307,068 496,410 803,478 52,716 Longwood, FL 333,335 194,926 528,261 21,745 ----------- ----------- ------------ ---------- $83,356,403 $78,097,726 $161,454,129 $5,497,390 =========== =========== ============ ========== Properties the Company has Invested in Under Direct Financing Leases: Academy: Houston, TX - (c) (c) (c) Houston, TX - (c) (c) (c) Checkers Restaurant: Orlando, FL - (c) (c) (c) Denny's Restaurants: Landrum, SC - (c) (c) (c) Mooresville, NC - (c) (c) (c) Akron, OH (d) (d) (d) (d) Duncan, SC - (c) (c) (c) Topeka, KS - (c) (c) (c) Winter Springs, FL - (c) (c) (c) Eckerd: San Antonio, TX - (c) (c) (c) Dallas, TX - (c) (c) (c) Garland, TX - (c) (c) (c) Arlington, TX - (c) (c) (c) Millville, NJ - (c) (c) (c) Atlanta, GA - (c) (c) (c) Mantua, NJ - (c) (c) (c) Vineland, NJ (d) (d) (d) (d) Amarillo, TX - (c) (c) (c) Amarillo, TX (d) (d) (d) (d) Amarillo, TX - (c) (c) (c) Glassboro, NJ - (c) (c) (c) Kissimmee, FL - (c) (c) (c) Alice, TX (d) (d) (d) (d) Colleyville, TX - (c) (c) (c) Tampa, FL - (c) (c) (c) Food Lion Super- markets: Keystone Heights, FL (d) (d) (d) (d) Chattanooga, TN (d) (d) (d) (d) Lynchburg, VA (d) (d) (d) (d) Martinsburg, WV (d) (d) (d) (d) Good Guys: Stockton, CA (d) (d) (d) (d) Hardee's Restaurants: Mobile, AL - (c) (c) (c) Warrior, AL - (c) (c) (c) Horn Lake, MS - (c) (c) (c) Iuka, MS (d) (d) (d) (d) West Point, MS - (c) (c) (c) Biscoe, NC (d) (d) (d) (d) Aynor, SC (d) (d) (d) (d) Columbia, TN - (c) (c) (c) Johnson City, TN - (c) (c) (c) Hi-Lo Automotive: Edinberg, TX (d) (d) (d) (d) Copperas Cove, TX (d) (d) (d) (d) Baton Rouge, LA (d) (d) (d) (d) Lake Jackson, TX (d) (d) (d) (d) Fort Worth, TX (d) (d) (d) (d) Pantego, TX (d) (d) (d) (d) Fort Worth, TX (d) (d) (d) (d) Pharr, TX (d) (d) (d) (d) Baton Rouge, LA (d) (d) (d) (d) Houston, TX (d) (d) (d) (d) International House of Pancakes Restaurants: Stafford, TX - (c) (c) (c) Sunset Hills, MO - (c) (c) (c) Las Vegas, NV - (c) (c) (c) Fort Worth, TX - (c) (c) (c) Arlington, TX - (c) (c) (c) Matthews, NC - (c) (c) (c) Phoenix, AZ - (c) (c) (c) Levitz: Tempe, AZ (d) (d) (d) (d) Oshmans: Dallas, TX - (c) (c) (c) Waccamaw: Fairfax, VA - (c) (c) (c) COMMERCIAL NET LEASE REALTY, INC. SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED ------------------------------------------------------------------- December 31, 1995 (J) (K) (L) Life on Which Depreciation in Latest Income Date of Date Statement is Construction Acquired Computed ------------ -------- --------------- Properties the Company has Invested in Under Operating Leases: Academy: Houston, TX 1994 05/95 (c) Houston, TX 1995 06/95 (c) N. Richland Hills, TX (f) 08/95 (f) Barnes & Noble: Lakeland, FL 1995 07/94 (h) 40 years Brandon, FL 1995 08/94 (h) 40 years Denver, CO 1994 09/94 40 years Houston, TX 1995 10/94 (h) 40 years Plantation, FL (f) 05/95 (f) Cary, NC (f) 05/95 (f) Lafayette, LA (f) 06/95 (f) Oklahoma City, OK (f) 06/95 (f) Daytona, FL (f) 09/95 (f) Best Buy: Corpus Christi, TX 1967 11/93 40 years Blockbuster Music: Dallas, TX 1980 04/94 40 years Borders: Wilmington, DE 1994 12/94 40 years Richmond, VA 1995 06/95 40 years Burger King Restaurants: Asheboro, NC 1986 07/92 40 years Galliano, LA 1991 07/92 40 years John's Island, SC 1988 07/92 40 years Lake Charles, LA 1988 07/92 40 years Lancaster, OH 1987 07/92 40 years Natchez, MS 1986 07/92 40 years Tappahannock, VA 1987 07/92 40 years Warren, MI 1987 07/92 40 years Manchester, NH 1980 05/93 40 years Rochester, NH 1987 05/93 40 years St. Paul, MN 1986 06/93 40 years Columbus, OH 1982 06/93 40 years Opelousas, LA 1989 06/93 40 years Coon Rapids, MI 1990 06/93 40 years Checkers Restaurant: Orlando, FL 1988 07/92 (c) CompUSA: Mission Viejo, CA 1994 02/94 40 years Computer City: Miami, FL 1994 04/94 40 years Baton Rouge, LA 1995 12/95 40 years Denny's Restaurants: Greenville, SC 1985 05/93 40 years Landrum, SC 1992 05/93 (c) Mooresville, NC 1992 05/93 (c) Greensboro, NC 1992 05/93 40 years Houston, TX 1991 05/93 40 years Santee, SC 1992 05/93 40 years Duncan, SC 1992 05/93 (c) Topeka, KS 1990 06/93 (c) Winter Springs, FL 1994 01/94 (c) Eckerd: San Antonio, TX 1993 12/93 (c) Dallas, TX 1994 01/94 (c) Garland, TX 1994 02/94 (c) Arlington, TX 1994 02/94 (c) Millville, NJ 1994 03/94 (c) Atlanta, GA 1994 03/94 (c) Mantua, NJ 1994 06/94 (c) Amarillo, TX 1994 12/94 (c) Amarillo, TX 1994 12/94 (c) Glassboro, NJ 1994 12/94 (c) Kissimmee, FL 1995 04/95 (c) Colleyville, TX 1995 06/95 (c) Tampa, FL 1995 12/95 (c) Food 4 Less: Lemon Grove, CA (f) 07/95 (f) Golden Corral Family Steakhouse Restaurants: Foley, AL (e) 1984 10/84 35 years Edenton, NC 1984 11/84 35 years Woodstock, GA 1984 11/84 35 years Bonham, TX (e) 1984 12/84 35 years Center, TX (e) 1984 12/84 35 years Gilmer, TX (e) 1984 12/84 35 years Leitchfield, KY (e) 1984 12/84 35 years Marietta, GA (g) 1984 12/84 35 years Rockledge, FL 1984 12/84 35 years Silsbee, TX (e) 1984 12/84 35 years Atlanta, TX 1985 01/85 35 years Vernon, TX (e) 1985 03/85 35 years Abbeville, LA 1985 04/85 35 years Fredericksburg, TX 1985 04/85 35 years Gonzales, TX (e) 1985 04/85 35 years Bowie, TX (e) 1985 05/85 35 years Clanton, AL (e) 1985 05/85 35 years Jacksonville, TX 1985 05/85 35 years Lake Placid, FL (e) 1985 05/85 35 years Pleasanton, TX 1985 05/85 35 years Marble Falls, TX (e) 1985 06/85 35 years Ennis, TX 1985 07/85 35 years Franklin, LA (e) 1985 07/85 35 years Melbourne, FL 1985 07/85 35 years Franklin, VA 1987 02/87 40 years Minden, LA (e) 1989 03/89 40 years Durant, OK 1989 08/89 40 years Hardee's Restaurants: Chalkville, AL 1992 10/93 40 years Gulf Shores, AL 1992 10/93 40 years Mobile, AL 1993 10/93 (c) Warrior, AL 1992 10/93 (c) Horn Lake, MS 1993 10/93 (c) Petal, MS 1993 10/93 40 years West Point, MS 1993 10/93 (c) Rock Hill, SC 1993 10/93 40 years Columbia, TN 1993 10/93 (c) Johnson City, TN 1993 10/93 (c) Tusculum, TN 1993 10/93 40 years Hi-Lo Automotive: Mesquite, TX 1994 10/94 40 years Fort Worth, TX 1994 11/94 40 years Houston, TX 1994 11/94 40 years Arlington, TX 1993 11/94 40 years Garland, TX 1993 11/94 40 years Dallas, TX 1994 12/94 40 years McAllen, TX 1982 09/95 40 years Temple, TX 1989 09/95 40 years San Antonio, TX 1994 09/95 40 years Universal City, TX 1995 09/95 40 years Bastrop, TX 1994 09/95 40 years Lake Worth, TX 1995 09/95 40 years Nacogdoches, TX 1995 09/95 40 years Eagle Pass, TX 1994 09/95 40 years International House of Pancakes Restaurants: Stafford, TX 1992 10/93 (c) Sunset Hills, MO 1993 10/93 (c) Las Vegas, NV 1993 12/93 (c) Fort Worth, TX 1993 12/93 (c) Arlington, TX 1993 12/93 (c) Matthews, NC 1993 12/93 (c) Phoenix, AZ 1993 12/93 (c) Linens 'n Things: Freehold, NJ 1994 08/94 40 years Marshalls: Freehold, NJ 1994 08/94 40 years Office Depot: Arlington, TX 1991 01/94 40 years OfficeMax: Corpus Christi, TX 1967 11/93 40 years Dallas, TX 1993 12/93 40 years Cincinnati, OH 1994 07/94 40 years Evanston, IL 1995 06/95 40 years Pier 1 Imports: Dallas, TX 1980 04/94 40 years Pizza Hut Restaurant: Orlando, FL 1974 08/93 20.9 years Rally's Restaurant: Toledo, OH 1989 07/92 38.8 years Scotty's: Orlando, FL 1995 06/95 40 years Orlando, FL 1995 06/95 40 years Sears Homelife Centers: Orlando, FL 1992 05/93 40 years Clearwater, FL 1992 05/93 40 years Oshmans: Dallas, TX 1994 03/94 (c) Waccamaw: Fairfax, VA 1995 12/95 (c) Wendy's Old Fashioned Hamburger Restau- rants: Fenton, MO 1985 07/92 33 years Longwood, FL 1982 07/92 31.4 years Properties the Company has Invested in Under Direct Financing Leases: Academy: Houston, TX 1994 05/95 (c) Houston, TX 1995 06/95 (c) Checkers Restaurant: Orlando, FL 1988 07/92 (c) Denny's Restaurants: Landrum, SC 1992 05/93 (c) Mooresville, NC 1992 05/93 (c) Akron, OH 1992 05/93 (d) Duncan, SC 1992 05/93 (c) Topeka, KS 1990 06/93 (c) Winter Springs, FL 1994 01/94 (c) Eckerd: San Antonio, TX 1993 12/93 (c) Dallas, TX 1994 01/94 (c) Garland, TX 1994 02/94 (c) Arlington, TX 1994 02/94 (c) Millville, NJ 1994 03/94 (c) Atlanta, GA 1994 03/94 (c) Mantua, NJ 1994 06/94 (c) Vineland, NJ 1990 11/94 (d) Amarillo, TX 1994 12/94 (c) Amarillo, TX 1994 12/94 (d) Amarillo, TX 1994 12/94 (c) Glassboro, NJ 1994 12/94 (c) Kissimmee, FL 1995 04/95 (c) Alice, TX 1995 06/95 (d) Colleyville, TX 1995 06/95 (c) Tampa, FL 1995 12/95 (c) Food Lion Super- markets: Keystone Heights, FL 1993 05/93 (d) Chattanooga, TN 1993 10/93 (d) Lynchburg, VA 1994 01/94 (d) Martinsburg, WV 1994 08/94 (d) Good Guys: Stockton, CA 1991 07/94 (d) Hardee's Restaurants: Mobile, AL 1993 10/93 (c) Warrior, AL 1992 10/93 (c) Horn Lake, MS 1993 10/93 (c) Iuka, MS 1993 10/93 (d) West Point, MS 1993 10/93 (c) Biscoe, NC 1993 10/93 (d) Aynor, SC 1993 10/93 (d) Columbia, TN 1993 10/93 (c) Johnson City, TN 1993 10/93 (c) Hi-Lo Automotive: Edinberg, TX 1993 10/94 (d) Copperas Cove, TX 1994 10/94 (d) Baton Rouge, LA 1994 10/94 (d) Lake Jackson, TX 1994 10/94 (d) Fort Worth, TX 1993 10/94 (d) Pantego, TX 1993 10/94 (d) Fort Worth, TX 1993 11/94 (d) Pharr, TX 1993 11/94 (d) Baton Rouge, LA 1994 12/94 (d) Houston, TX 1982 09/95 (d) International House of Pancakes Restaurants: Stafford, TX 1992 10/93 (c) Sunset Hills, MO 1993 10/93 (c) Las Vegas, NV 1993 12/93 (c) Fort Worth, TX 1993 12/93 (c) Arlington, TX 1993 12/93 (c) Matthews, NC 1993 12/93 (c) Phoenix, AZ 1993 12/93 (c) Levitz: Tempe, AZ 1994 01/95 (d) Oshmans: Dallas, TX 1994 03/94 (c) Waccamaw: Fairfax, VA 1995 12/95 (c) COMMERCIAL NET LEASE REALTY, INC. NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION ---------------------------------------------------------------- December 31, 1995 (a) Transactions in real estate and accumulated depreciation during 1995, 1994 and 1993, are summarized as follows: Accumulated Cost Depreciation ------------ ------------ Properties the Company has Invested in Under Operating Leases: Balance, December 31, 1992 $ 24,110,390 $2,072,199 Acquisitions 31,748,181 - Sale of land and buildings (1,225,217) (11,764) Depreciation expense - 624,341 ------------ ---------- Balance, December 31, 1993 54,633,354 2,684,776 Acquisitions 55,219,077 - Depreciation expense - 1,076,593 ------------ ---------- Balance, December 31, 1994 109,852,431 3,761,369 Acquisitions 51,601,698 - Depreciation expense - 1,736,021 ------------ ---------- Balance, December 31, 1995 $161,454,129 $5,497,390 ============ ========== (b) As of December 31, 1995, all of the leases are treated as operating leases for federal income tax purposes. As of December 31, 1995, the aggregate cost of the Properties owned by the Company and its subsidiaries for federal income tax purposes was $219,057,229 and $152,715,644, respectively. (c) For financial reporting purposes, the portion of the lease relating to the building has been recorded as a direct financing lease. The cost of the building has been included in net investment in direct financing leases; therefore, depreciation is not applicable. (d) For financial reporting purposes, the lease for the land and building has been recorded as a direct financing lease. The cost of the land and building has been included in net investment in direct financing leases; therefore, depreciation is not applicable. (e) The tenant of this Property, Golden Corral Corporation, has subleased this Property to a separate operator. Golden Corral Corporation continues to be responsible for complying with all the terms of the lease agreement and is continuing to pay rent on this Property to the Company. (f) The Company owns only land for this Property. Pursuant to the lease agreement, the Company will purchase the building once construction is complete. (g) The tenant of this Property, Golden Corral Corporation, has subleased this Property to an operator of a Ragazzi's restaurant. Golden Corral Corporation continues to be responsible for complying with all of the terms of the lease agreement and is continuing to pay rent on this Property to the Company. (h) Date acquired represents acquisition date of land. Pursuant to the lease agreement, the Company purchased the buildings from the tenants upon completion of construction, generally within 12 months from the acquisition of the land. EXHIBITS -------- EXHIBIT INDEX ------------- Exhibit Page ------- ---- 3.1 Articles of Incorporation of the Registrant (filed as Exhibit 3.3(i) to the Registrant's Registration Statement No. 1-11290 on Form 8-B, and incorporated herein by reference). 3.2 Bylaws of the Registrant, (filed as Exhibit 3(ii) to Amendment No. 2 to the Registrant's Registration No. 33-83110 on Form S-3, and incorporated herein by reference). 4 Specimen Certificate of Common Stock, par value $.01 per share, of the Registrant (filed as Exhibit 3.4 to the Registrant's Registration Statement No. 1-11290 on Form 8-B and incorporated herein by reference). 10.1 Stock Purchase Agreement dated as of January 23, 1992 by and among the Registrant, CNL Group, Inc. and certain entities affiliated therewith (filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference). 10.2 Letter Agreement dated July 10, 1992, amending Stock Purchase Agreement dated January 23, 1992 (filed as Exhibit 10.34 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992, and incorporated herein by reference). 10.3 Form of Advisory Agreement between the Registrant and CNL Realty Advisors, Inc. (filed as Exhibit 10.21 to the Registrant's Report on Form 8 dated April 29, 1992, amending its Annual Report on Form 10-K for the year ended December 31, 1991, and incorporated herein by reference). 10.4 Advisory Agreement between Registrant and CNL Realty Advisors, Inc. effective as of April 1, 1993 and renewed January 1, 1995 (filed as Exhibit 10.04 to Amendment No. 1 to the Registrant's Registration Statement No. 33-61214 on Form S-2, and incorporated herein by reference). 10.5 Revolving Line of Credit and Security Agreement, dated as of July 25, 1994, among Registrant, certain lenders listed therein and First Union National Bank of Florida, as the Agent, relating to a $100,000,000 loan (filed as Exhibit 10.11 to the Registrant's Quarterly Report on Form 10- Q for the quarter ended June 30, 1994, and incorporated herein by reference). 10.6 1992 Commercial Net Lease Realty, Inc. Stock Option Plan (filed as Exhibit No. 10(x) to the Registrant's Registration Statement No. 33-83110 on Form S-3, and incorporated herein by reference). 10.7 Interest Rate Cap Agreement dated February 28, 1994, by and between the Registrant and First Union National Bank of North Carolina (filed as Exhibit No. 10(xi) to the Registrant's Registration Statement No. 33-83110 on Form S-3, and incorporated herein by reference). 10.8 Interest Rate Cap Agreement dated December 23, 1994, by and between the Registrant and First Union National Bank of Florida (filed as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994, and incorporated by reference). 10.9 Second Amended and Restated Line of Credit and Security Agreement, dated December 7, 1995, among Registrant, certain lenders listed therein and First Union National Bank of Florida, as the Agent relating to a $100,000,000 loan (filed as Exhibit 10.14 to the Registrant's Current Report on Form 8-K dated January 18, 1996, and incorporated herein by reference). 10.10 Secured Promissory Note, dated December 14, 1995, among Registrant and Principal Mutual Life Insurance Company relating to a $13,150,000 loan (filed as Exhibit 10.15 to the Registrant's Current Report on Form 8-K dated January 18, 1996, and incorporated herein by reference). 10.11 Mortgage and Security Agreement, dated December 14, 1995, among Registrant and Principal Mutual Life Insurance Company relating to a $13,150,000 loan (filed as Exhibit 10.16 to the Registrant's Current Report on Form 8-K dated January 18, 1996, and incorporated herein by reference). 10.12 Loan Agreement, dated January 19, 1996, among Registrant and Principal Mutual Life Insurance Company relating to a $39,450,000 loan. Filed herewith. 10.13 Secured Promissory Note, dated January 19, 1996, among Registrant and Principal Mutual Life Insurance Company relating to a $39,450,000 loan. Filed herewith. 13 Annual Report to Shareholders for the year ended December 31, 1995 ("filed" only to the extent material therefrom is specifically incorporated herein by reference). 23 Consent of Independent Accountants dated March 22, 1996. Filed herewith.