Maryland
|
75-2687420
|
|
(State
or other jurisdiction of
|
(I.R.S.
Employer Identification No.)
|
|
incorporation
or organization)
|
Title
of each class:
|
Name
of exchange on which registered:
|
Common
stock, $0.001 par value per share
$1.93
Series A Cumulative Convertible Preferred Stock
7.5%
Series C Redeemable Convertible Preferred Stock
|
New
York Stock Exchange
New
York Stock Exchange
New
York Stock Exchange
|
Large
accelerated filer x
|
Accelerated
filer ¨
|
Non-accelerated
Filer ¨
|
December
31,
|
|||||||
2005
|
2004
|
||||||
ASSETS
|
|||||||
Real
estate investment properties
|
$
|
1,737,144
|
$
|
520,207
|
|||
Net
investment in capital leases
|
150,636
|
96,463
|
|||||
Real
estate held for sale
|
229,132
|
165,122
|
|||||
Mortgage,
equipment and other notes receivable, net of allowance
of
$5,706 and $7,261, respectively
|
88,239
|
290,140
|
|||||
Cash
and cash equivalents
|
20,459
|
22,744
|
|||||
Restricted
cash
|
32,465
|
7,402
|
|||||
Receivables,
less allowance for doubtful accounts
of
$2,394 and $2,136, respectively
|
7,665
|
7,391
|
|||||
Accrued
rental income
|
35,357
|
27,489
|
|||||
Intangible
lease costs, net of accumulated amortization of $9,666
in
2005
|
77,663
|
—
|
|||||
Goodwill
|
235,895
|
56,260
|
|||||
Other
assets
|
69,481
|
50,431
|
|||||
$
|
2,684,136
|
$
|
1,243,649
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
Revolver
|
$
|
55,000
|
$
|
21,000
|
|||
Notes
payable
|
579,002
|
162,810
|
|||||
Mortgage
warehouse facilities
|
122,722
|
101,394
|
|||||
Subordinated
note payable
|
—
|
21,875
|
|||||
Bonds
payable
|
742,201
|
405,421
|
|||||
Below
market lease liability, net of accumulated amortization of
$3,772
in 2005
|
32,305
|
—
|
|||||
Due
to related parties
|
232
|
37,172
|
|||||
Other
payables
|
56,097
|
33,736
|
|||||
Total
liabilities
|
$
|
1,587,559
|
$
|
783,408
|
December
31,
|
|||||||
2005
|
2004
|
||||||
Minority
interests, including redeemable partnership interest in
2004
|
$
|
4,077
|
$
|
6,819
|
|||
Commitments
and contingencies (Note 18)
|
|||||||
Stockholders’
equity:
|
|||||||
Preferred
stock, $0.001 par value per share. 84,500 shares authorized and
unissued
|
—
|
—
|
|||||
Preferred
stock, $0.001 par value per share: Series A Cumulative Convertible
Preferred Stock - 8,000 shares authorized, 7,834 shares issued and
outstanding at December 31, 2005 (aggregate liquidation value of
$195,855)
|
8
|
—
|
|||||
Preferred
stock, $0.001 par value per share: Series C Redeemable
Convertible Preferred Stock - 7,500 shares authorized, 7,244 shares
issued
and outstanding at December 31, 2005 (aggregate liquidation value
of
$181,101)
|
7
|
—
|
|||||
Excess
shares, $0.001 par value per share. 400,000 shares authorized and
unissued
|
—
|
—
|
|||||
Common
stock, $0.001 par value per share; 300,000 shares authorized,
67,375 and 35,061 shares issued at December 31, 2005 and 2004,
respectively, and 67,357 and 35,032 shares outstanding at December
31,
2005 and 2004, respectively
|
67
|
452
|
|||||
Capital
in excess of par value
|
1,489,405
|
825,134
|
|||||
Accumulated
other comprehensive income (loss)
|
3,547
|
(12,434
|
)
|
||||
Accumulated
distributions in excess of net income
|
(400,534
|
)
|
(359,730
|
)
|
|||
Total
stockholders’ equity
|
1,092,500
|
453,422
|
|||||
$
|
2,684,136
|
$
|
1,243,649
|
Year
Ended December 31,
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Revenues:
|
||||||||||
Rental
income from operating leases
|
$
|
148,955
|
$
|
56,042
|
$
|
58,513
|
||||
Earned
income from capital leases
|
12,002
|
9,971
|
10,408
|
|||||||
Interest
income from mortgage, equipment and
other
notes receivables
|
18,070
|
26,394
|
29,807
|
|||||||
Investment
and interest income
|
2,259
|
3,770
|
4,586
|
|||||||
Net
decrease in value of mortgage loans held for sale, net
of
related hedge
|
—
|
—
|
(1,853
|
)
|
||||||
Other
income
|
8,793
|
7,107
|
9,609
|
|||||||
190,079
|
103,284
|
111,070
|
||||||||
Expenses:
|
||||||||||
General
operating and administrative
|
37,970
|
28,408
|
27,622
|
|||||||
Interest
expense
|
90,074
|
47,999
|
50,576
|
|||||||
Property
expenses, state and other taxes
|
7,234
|
575
|
929
|
|||||||
Depreciation
and amortization
|
30,937
|
11,527
|
12,043
|
|||||||
Loss
on termination of cash flow hedge
|
8,558
|
940
|
502
|
|||||||
Impairment
provisions on assets
|
1,964
|
3,238
|
10,692
|
|||||||
176,737
|
92,687
|
102,364
|
||||||||
Income
from continuing operations before minority interest and equity in
earnings
of unconsolidated joint ventures
|
13,342
|
10,597
|
8,706
|
|||||||
Minority
interest
|
(1,756
|
)
|
(3,718
|
)
|
(1,913
|
)
|
||||
Equity
in earnings of unconsolidated joint ventures
|
118
|
105
|
108
|
|||||||
Income
from continuing operations
|
11,704
|
6,984
|
6,901
|
|||||||
Income
from discontinued operations, after income taxes
|
42,840
|
34,899
|
35,548
|
|||||||
Gain/(loss)
on sale of assets
|
9,643
|
135
|
(9
|
)
|
||||||
Net
income
|
64,187
|
42,018
|
42,440
|
|||||||
Dividends
to preferred stockholders
|
(24,448
|
)
|
—
|
—
|
||||||
Net
income allocable to common stockholders
|
$
|
39,739
|
$
|
42,018
|
$
|
42,440
|
||||
Basic
and diluted net income per share:
|
||||||||||
Income/(loss)
from continuing operations allocable to
common
stockholders
|
$
|
(0.06
|
)
|
$
|
0.20
|
$
|
0.20
|
|||
Income
from discontinued operations
|
0.78
|
1.00
|
1.01
|
|||||||
Basic
and diluted net income per share
|
$
|
0.72
|
$
|
1.20
|
$
|
1.21
|
||||
Weighted
average number of shares of common stock
outstanding
(Notes 1 and 15):
|
||||||||||
Basic
|
55,053
|
35,032
|
35,032
|
|||||||
Diluted
|
55,053
|
35,032
|
35,032
|
Preferred
Stock
Series
A
|
Preferred
Stock
Series
C
|
Common
Stock
|
Accumulated
distributions
|
Accumulated
other
compre-
|
Compre-
|
||||||||||||||||||||||||||||||||
Number
of
shares
|
Par
value
|
Number
of
shares
|
Par
value
|
Number
of
Shares
|
Par
value
|
Capital
in
excess
of
par
value
|
Loans
to
Stockholders
|
in
excess
of
net
income
|
hensive
income/(loss)
|
Total
|
hensive
income/
(loss)
|
||||||||||||||||||||||||||
Balance
at December 31, 2002
|
—
|
—
|
—
|
—
|
45,249
|
$
|
452
|
$
|
816,745
|
$
|
—
|
$
|
(306,184
|
)
|
$
|
(16,862
|
)
|
$
|
494,151
|
||||||||||||||||||
Acquisition
of minority interest
|
—
|
—
|
—
|
—
|
—
|
—
|
11,375
|
—
|
—
|
—
|
11,375
|
||||||||||||||||||||||||||
Stock
issuance costs
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,493
|
)
|
—
|
—
|
—
|
(1,493
|
)
|
||||||||||||||||||||||||
Net
income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
42,440
|
—
|
42,440
|
$
|
42,440
|
||||||||||||||||||||||||
Reclassification
of market
revaluation
on available for sale
securities
to statement of
income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(78
|
)
|
(78
|
)
|
(78
|
)
|
||||||||||||||||||||||
Reclassification
of cash flow hedge
losses
to statement of income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
502
|
502
|
502
|
|||||||||||||||||||||||||
Current
period adjustment to
recognize
change in fair value
of
cash flow hedges, net of
$1,750
in tax benefit
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1,991
|
1,991
|
1,991
|
|||||||||||||||||||||||||
Total
comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$
|
44,855
|
||||||||||||||||||||||||
Distributions
declared and paid
($1.52
per share)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(69,002
|
)
|
—
|
(69,002
|
)
|
||||||||||||||||||||||||
Balance
at December 31, 2003
|
—
|
—
|
—
|
—
|
45,249
|
452
|
826,627
|
—
|
(332,746
|
)
|
(14,447
|
)
|
479,886
|
||||||||||||||||||||||||
Stock
issuance costs
|
—
|
—
|
—
|
—
|
—
|
—
|
(1,493
|
)
|
—
|
—
|
—
|
(1,493
|
)
|
||||||||||||||||||||||||
Net
income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
42,018
|
—
|
42,018
|
$
|
42,018
|
||||||||||||||||||||||||
Other
comprehensive loss, market
revaluation
on available for sale
securities
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(340
|
)
|
(340
|
)
|
(340
|
)
|
||||||||||||||||||||||
Preferred
Stock
Series
A
|
Preferred
Stock
Series
C
|
Common
Stock
|
|
Accumulated
distributions
|
Accumulated
other
compre-
|
Compre-
|
|||||||||||||||||||||||||||||||
Number
of
shares
|
Par
value
|
Number
of
shares
|
Par
value
|
Number
of
Shares
|
Par
value
|
Capital
in excess of
par
value
|
Loans
to
Stockholders
|
in
excess
of
net
income
|
hensive
income/(loss)
|
Total
|
hensive
income/
(loss)
|
||||||||||||||||||||||||||
Reclassification
of cash flow hedge
losses
to statement of income
|
—
|
$
|
—
|
—
|
$
|
—
|
—
|
$
|
—
|
—
|
$
|
—
|
$
|
—
|
$
|
940
|
$
|
940
|
$
|
940
|
|||||||||||||||||
Current
period adjustment to
recognize
change in fair value
of
cash flow hedges, net of $100
in
tax benefit
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
1,413
|
1,413
|
1,413
|
|||||||||||||||||||||||||
Total
comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$
|
44,031
|
||||||||||||||||||||||||
Distributions
declared and paid
($1.52
per share)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(69,002
|
)
|
—
|
(69,002
|
)
|
||||||||||||||||||||||||
Balance
at December 31, 2004
|
—
|
—
|
—
|
—
|
45,249
|
452
|
825,134
|
—
|
(359,730
|
)
|
(12,434
|
)
|
453,422
|
||||||||||||||||||||||||
Effect
of USRP Merger:
|
|||||||||||||||||||||||||||||||||||||
Assumption
of USRP equity
|
4,084
|
4
|
—
|
—
|
22,599
|
23
|
440,483
|
(224
|
)
|
—
|
—
|
440,286
|
|||||||||||||||||||||||||
Conversion
of CNLRP common shares
|
—
|
—
|
7,244
|
7
|
(10,223
|
)
|
(417
|
)
|
410
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||
Acquisition
of Income Funds
|
3,750
|
4
|
—
|
—
|
—
|
—
|
88,231
|
—
|
—
|
—
|
88,235
|
||||||||||||||||||||||||||
Net
income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
64,187
|
—
|
64,187
|
$
|
64,187
|
||||||||||||||||||||||||
Reclassification
of cash flow hedge losses to statement of income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
10,582
|
10,582
|
10,582
|
|||||||||||||||||||||||||
Current
period adjustment to recognize change in fair value of cash flow
hedges
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
6,227
|
6,227
|
6,227
|
|||||||||||||||||||||||||
Total
comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
$
|
80,996
|
Preferred
Stock
Series
A
|
Preferred
Stock
Series
C
|
Common
Stock
|
|
Accumulated
distributions
|
Accumulated
other
compre-
|
Compre-
|
|||||||||||||||||||||||||||||||
Number
of
shares
|
Par
value
|
Number
of
shares
|
Par
value
|
Number
of
Shares
|
Par
value
|
Capital
in excess of
par
value
|
Loans
to
Stockholders
|
in
excess
of
net
income
|
hensive
income/(loss)
|
Total
|
hensive
income/
(loss)
|
||||||||||||||||||||||||||
Repayment
by stockholder of loan
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
224
|
—
|
—
|
224
|
||||||||||||||||||||||||||
Distributions
declared on common stock
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(80,354
|
)
|
—
|
(80,354
|
)
|
||||||||||||||||||||||||
Distributions
declared on preferred stock
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(24,448
|
)
|
—
|
(24,448
|
)
|
||||||||||||||||||||||||
Issuance
of common stock to directors and employees
|
—
|
—
|
—
|
—
|
119
|
—
|
2,052
|
—
|
—
|
—
|
2,052
|
||||||||||||||||||||||||||
Issuance
of restricted stock to
directors
and employees
|
—
|
—
|
—
|
138
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||
Forfeiture
of restricted stock
|
—
|
—
|
—
|
—
|
(18
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||
Amortization
of restricted stock
|
—
|
—
|
—
|
—
|
—
|
—
|
541
|
—
|
—
|
—
|
541
|
||||||||||||||||||||||||||
Proceeds
from exercised stock
options
|
—
|
—
|
—
|
—
|
41
|
—
|
563
|
—
|
—
|
—
|
563
|
||||||||||||||||||||||||||
Issuance
of common stock
|
—
|
—
|
—
|
—
|
9,452
|
9
|
136,157
|
—
|
—
|
—
|
136,166
|
||||||||||||||||||||||||||
Stock
issuance costs
|
—
|
—
|
—
|
—
|
—
|
—
|
(5,183
|
)
|
—
|
—
|
—
|
(5,183
|
)
|
||||||||||||||||||||||||
Acquisition
of minority interest
|
|||||||||||||||||||||||||||||||||||||
|
—
|
—
|
—
|
—
|
—
|
—
|
1,017
|
—
|
(189
|
)
|
(828
|
)
|
—
|
||||||||||||||||||||||||
Balance
at December 31, 2005
|
7,834
|
$
|
8
|
7,244
|
$
|
7
|
67,357
|
$
|
67
|
$
|
1,489,405
|
$
|
—
|
$
|
(400,534
|
)
|
$
|
3,547
|
$
|
1,092,500
|
Years
ended December 31,
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Cash
flows from operating activities:
|
||||||||||
Net
income
|
$
|
64,187
|
$
|
42,018
|
$
|
42,440
|
||||
Adjustments
to reconcile net income to net cash
provided
by operating activities, net of effects of business
acquisitions:
|
||||||||||
Depreciation
and amortization on real estate assets
|
30,227
|
10,902
|
10,869
|
|||||||
Depreciation
and amortization on non-real estate assets
|
1,975
|
1,775
|
2,597
|
|||||||
Amortization
of above and below market leases
|
620
|
—
|
—
|
|||||||
Amortization
of deferred financing costs
|
9,514
|
5,535
|
4,023
|
|||||||
Provision
for loss on loans
|
1,235
|
112
|
5,462
|
|||||||
Impairments
and provisions on assets
|
1,117
|
9,187
|
16,943
|
|||||||
Gain
on sales of assets
|
(18,007
|
)
|
(4,943
|
)
|
(3,475
|
)
|
||||
Stock
based compensation
|
2,593
|
—
|
—
|
|||||||
Increase
in accrued rental income
|
(7,906
|
)
|
(3,533
|
)
|
(5,728
|
)
|
||||
Amortization
of investment in capital leases
|
5,507
|
2,164
|
1,810
|
|||||||
Net
decrease in value of mortgage loans held for sale, net of related
hedge
|
—
|
—
|
1,853
|
|||||||
Investment
in mortgage loans held for sale
|
—
|
—
|
(112
|
)
|
||||||
Collection
on mortgage loans held for sale
|
—
|
—
|
7,635
|
|||||||
Changes
in inventories of real estate held for sale
|
(29,179
|
)
|
(19,854
|
)
|
29,618
|
|||||
Changes
in other assets
|
(35,181
|
)
|
(15,921
|
)
|
(9,660
|
)
|
||||
Changes
in other payables and due to related parties
|
21,660
|
11,643
|
4,097
|
|||||||
Net
cash provided by operating activities
|
48,362
|
39,085
|
108,372
|
|||||||
Cash
flows from investing activities:
|
||||||||||
Additions
to real estate investment properties and intangibles
|
(302,000
|
)
|
(20,726
|
)
|
—
|
|||||
Proceeds
from sale of assets
|
253,787
|
20,562
|
25,312
|
|||||||
Proceeds
from sale of other investments
|
—
|
11,195
|
19
|
|||||||
Decrease/(increase)
in restricted cash
|
(6,974
|
)
|
5,060
|
(7,888
|
)
|
|||||
Acquisition
of Income Funds
|
(449,997
|
)
|
—
|
—
|
||||||
Cash
acquired through Merger
|
43,646
|
—
|
—
|
|||||||
Payment
of Merger costs for USRP reverse Merger
|
(14,414
|
)
|
—
|
—
|
||||||
Investment
in mortgage, equipment and other notes receivable
|
(5,478
|
)
|
—
|
—
|
||||||
Collection
on mortgage, equipment and other notes receivable
|
27,726
|
34,789
|
29,075
|
|||||||
Net
cash provided by/(used in) investing activities
|
(453,704
|
)
|
50,880
|
46,518
|
Years
ended December 31,
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Cash
flows from financing activities:
|
||||||||||
Proceeds
from borrowings on revolver, term loan and note payable
|
1,354,475
|
61,552
|
34,104
|
|||||||
Payment
on revolver and note payable
|
(1,399,640
|
)
|
(84,177
|
)
|
(66,751
|
)
|
||||
Proceeds
from borrowings on mortgage warehouse facilities
|
211,945
|
196,335
|
124,127
|
|||||||
Payments
on mortgage warehouse facilities
|
(190,617
|
)
|
(188,454
|
)
|
(176,372
|
)
|
||||
Proceeds
from borrowings on senior notes
|
301,188
|
—
|
—
|
|||||||
Proceeds
from issuance of bonds
|
275,000
|
5,000
|
24,906
|
|||||||
Retirement
of bonds payable
|
(81,956
|
)
|
(29,844
|
)
|
(19,403
|
)
|
||||
Payment
of bond issuance and debt refinancing costs
|
(27,911
|
)
|
(908
|
)
|
(2,231
|
)
|
||||
Proceeds
from termination of cash flow hedge
|
1,685
|
—
|
—
|
|||||||
Proceeds
from exercised stock options
|
563
|
—
|
—
|
|||||||
Retirement
of convertible preferred stock
|
(32,500
|
)
|
—
|
—
|
||||||
Loans
from stockholder
|
—
|
10,900
|
18,710
|
|||||||
Repayment
of loan to stockholder
|
(33,860
|
)
|
—
|
—
|
||||||
Acquisition
of minority interest
|
(655
|
)
|
—
|
|||||||
Distributions
to minority interest
|
(2,249
|
)
|
(3,327
|
)
|
(1,867
|
)
|
||||
Proceeds
from issuance of common stock
|
136,166
|
—
|
—
|
|||||||
Payment
of stock issuance costs
|
(6,675
|
)
|
(1,493
|
)
|
(1,493
|
)
|
||||
Distributions
to common stockholders
|
(75,463
|
)
|
(69,760
|
)
|
(68,244
|
)
|
||||
Distributions
to preferred stockholders
|
(26,439
|
)
|
—
|
—
|
||||||
Net
cash provided by/(used in) financing activities
|
403,057
|
(104,176
|
)
|
(134,514
|
)
|
|||||
Net
increase (decrease) in cash and cash equivalents
|
(2,285
|
)
|
(14,211
|
)
|
20,376
|
|||||
Cash
and cash equivalents at beginning of year
|
22,744
|
36,955
|
16,579
|
|||||||
Cash
and cash equivalents at end of year
|
$
|
20,459
|
$
|
22,744
|
$
|
36,955
|
||||
Supplemental
disclosures of cash flow information:
|
||||||||||
Interest
paid
|
$
|
80,160
|
$
|
44,541
|
$
|
48,114
|
||||
Income
taxes paid
|
$
|
6,088
|
$
|
8,508
|
$
|
4,019
|
||||
Supplemental
disclosures of non-cash investing and financing
activities:
|
||||||||||
Acquisition
of minority interest in lieu of payment on accounts
receivable
|
$
|
1,798
|
$
|
894
|
$
|
317
|
||||
Acquisition
of minority interest
|
$
|
—
|
$
|
—
|
$
|
11,375
|
||||
Financing
of computer software acquisition
|
$
|
—
|
$
|
—
|
$
|
1,788
|
||||
Foreclosure
on notes receivable and acceptance of underlying real
estate
collateral
|
$
|
—
|
$
|
452
|
$
|
4,632
|
||||
Notes
receivable accepted in exchange for sale of properties
|
$
|
4,450
|
$
|
3,490
|
$
|
1,394
|
||||
Restricted
cash accepted in exchange for sale of convenience and gas store
operations
and interest in fuel loading terminal
|
$
|
10,253
|
$
|
—
|
$
|
—
|
||||
Distributions
on common stock declared and unpaid at December 31
|
$
|
7,409
|
$
|
—
|
$
|
758
|
1.
|
Organization
and Summary of Significant Accounting Policies:
|
1.
|
Organization
and Summary of Significant Accounting Policies - Continued:
|
1.
|
Organization
and Summary of Significant Accounting Policies -
Continued:
|
1.
|
Organization
and Summary of Significant Accounting Policies -
Continued:
|
1.
|
Organization
and Summary of Significant Accounting Policies -
Continued:
|
1.
|
Organization
and Summary of Significant Accounting Policies -
Continued:
|
1.
|
Organization
and Summary of Significant Accounting Policies -
Continued:
|
2.
|
Merger:
|
2.
|
Merger
- Continued:
|
·
|
The
fair value of land and buildings was estimated as if the properties
were
vacant. The land value was estimated and the buildings were valued
at
estimated replacement cost less
depreciation.
|
·
|
For
properties currently under lease, an analysis was performed to determine
whether the current lease terms were above or below market rate and
an
asset or liability, respectively, was determined using discounted
cash
flows.
|
·
|
For
properties currently under lease, the value associated with having
a lease
in place was estimated by evaluating the present value of the lost
rents
for each property that would have resulted if the properties had
to be
constructed and the costs related to executing the lease.
|
·
|
The
benefit of having a tenant in each specific property with a high
likelihood of renewing the lease at the end of the current term was
evaluated and a value was determined using the present value of rents
during a standard re-lease period.
|
Equity
Interest
|
Shares
(in
thousands)
|
Price
|
Total
Market Value
(in
thousands)
|
||||||||||
Series
A Preferred Stock
|
4,084
|
$
|
23.53
|
$
|
96,099
|
||||||||
Series
B Preferred Stock
|
25
|
1,300.00
|
32,500
|
(a) |
|
|
|||||||
Common
Stock
|
22,599
|
15.24
|
344,411
|
||||||||||
473,010
|
|||||||||||||
Transaction
costs
|
14,414
|
||||||||||||
Total
|
$
|
487,424
|
2.
|
Merger
- Continued:
|
(In
thousands)
|
||||
Cash
Consideration………………………………………………………..
|
$
|
449,997
|
||
Preferred
Share Consideration (3,749.9 million shares at $23.53 per
share)
|
88,235
|
|||
Purchase
Price including transaction costs………………………………..
|
$
|
538,232
|
2.
|
Merger
- Continued:
|
(In
thousands)
|
|||||||
Consideration:
|
|||||||
Exchange
of equity interests
|
$
|
473,010
|
|||||
Transaction
costs
|
14,414
|
||||||
Cash
|
449,997
|
||||||
Series
A Preferred Shares
|
88,235
|
||||||
Total
consideration
|
$
|
1,025,656
|
|||||
Assets
Acquired:
|
|||||||
Real
estate investment properties
|
$
|
958,329
|
|||||
Net
investment in capital leases
|
63,648
|
||||||
Real
estate held for sale
|
62,077
|
||||||
Cash
|
43,646
|
||||||
Restricted
cash
|
7,835
|
||||||
Mortgage
and equipment notes receivable
|
15,077
|
||||||
Accounts
receivable
|
3,140
|
||||||
Other
assets:
|
|||||||
Above
market leases
|
43,872
|
||||||
Leases
in place
|
15,325
|
||||||
Tenant
relationships
|
9,069
|
||||||
Other
|
3,496
|
||||||
Goodwill
|
179,635
|
(1) |
|
|
|||
Total
|
1,405,149
|
||||||
Liabilities
Assumed:
|
|||||||
Revolver
|
14,150
|
||||||
Notes
payable
|
158,189
|
||||||
Bonds
payable
|
143,505
|
||||||
Due
to related parties
|
270
|
||||||
Other
payables:
|
|||||||
Below
market leases
|
27,457
|
||||||
Environmental
and exit costs liability
|
5,619
|
||||||
Distributions
payable
|
4,506
|
||||||
Other
|
23,941
|
||||||
Minority
interests
|
2,080
|
||||||
Loan
due from stockholder (reduction of equity)
|
(224
|
)
|
|||||
Total
|
379,493
|
||||||
Net
assets acquired
|
$
|
1,025,656
|
2.
|
Merger
- Continued:
|
2.
|
Merger
- Continued:
|
Proforma
(in
thousands)
|
||||||||||
Years
ended December 31,
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Revenues
|
$
|
209,476
|
$
|
220,576
|
$
|
227,138
|
||||
Income
from continuing operations
before
discontinued operations and
cumulative
effect of change in
accounting
principle
|
$
|
14,688
|
$
|
15,569
|
$
|
13,369
|
||||
Income
from discontinued
operations
|
43,488
|
52,657
|
48,954
|
|||||||
Cumulative
effect of change in
accounting
principle
|
—
|
—
|
(220
|
)
|
||||||
Net
income
|
58,176
|
68,226
|
62,103
|
|||||||
Dividends
to preferred stockholders
|
(28,703
|
)
|
(28,703
|
)
|
(28,703
|
)
|
||||
Net
income allocable to common
stockholders
|
$
|
29,473
|
$
|
39,523
|
$
|
33,400
|
||||
Basic
and diluted earnings per share
|
$
|
0.50
|
$
|
0.69
|
$
|
0.60
|
||||
Basic
and diluted weighted average
shares
outstanding:
|
||||||||||
Basic
|
58,459
|
57,589
|
55,261
|
|||||||
Diluted
|
58,459
|
57,688
|
55,349
|
The
proforma amounts for
the year ended December 31, 2005, includes a non-cash tax charge
of $3.2
million and $8.7 million of Merger
expenses.
|
3.
|
Real
Estate Investment Properties:
|
(In
thousands)
|
|||||||
December
31,
|
|||||||
2005
|
2004
|
||||||
Land
|
$
|
946,735
|
$
|
271,693
|
|||
Buildings
|
871,521
|
307,409
|
|||||
Equipment
and other
|
3,351
|
1,251
|
|||||
1,821,607
|
580,353
|
||||||
Less
accumulated depreciation
|
(84,463
|
)
|
(60,146
|
)
|
|||
$
|
1,737,144
|
$
|
520,207
|
3.
|
Real
Estate Investment Properties - Continued:
|
(In
thousands)
|
||||
2006
|
$ 163,915
|
|||
2007
|
161,977
|
|||
2008
|
159,906
|
|||
2009
|
157,507
|
|||
2010
|
153,962
|
|||
Thereafter
|
1,121,223
|
|||
$
|
1,918,490
|
(In
thousands)
|
|||||||
December
31,
|
|||||||
2005
|
2004
|
||||||
Minimum
lease payments receivable
|
$
|
217,841
|
$
|
172,927
|
|||
Estimated
residual values
|
42,392
|
24,556
|
|||||
Interest
receivable from secured equipment leases
|
4
|
7
|
|||||
Less
unearned income
|
(109,601
|
)
|
(101,027
|
)
|
|||
Net
investment in capital leases
|
$
|
150,636
|
$
|
96,463
|
(In
thousands)
|
||||
2006
|
$
|
18,729
|
||
2007
|
18,868
|
|||
2008
|
18,999
|
|||
2009
|
19,050
|
|||
2010
|
18,511
|
|||
Thereafter
|
123,684
|
|||
$
|
217,841
|
5.
|
Real
Estate Held for Sale:
|
(In
thousands)
|
|||||||
2005
|
2004
|
||||||
Real
estate segment
|
$
|
22,677
|
$
|
49,261
|
|||
Specialty
finance segment
|
206,455
|
115,861
|
|||||
$
|
229,132
|
$
|
165,122
|
5.
|
Real
Estate Held for Sale -
Continued:
|
(In
thousands)
|
||||||||||
Year
ended December 31,
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Rental
income
|
$
|
13,144
|
$
|
14,364
|
$
|
14,946
|
||||
Food,
beverage and retail revenues
|
34,776
|
13,471
|
13,728
|
|||||||
Food,
beverage and retail expenses
|
(33,878
|
)
|
(14,258
|
)
|
(13,856
|
)
|
||||
Other
property related expenses
|
(3,013
|
)
|
(2,157
|
)
|
(2,232
|
)
|
||||
Interest
expense
|
(5,715
|
)
|
(3,534
|
)
|
(2,267
|
)
|
||||
Impairment
provisions
|
(448
|
)
|
(4,999
|
)
|
(9,447
|
)
|
||||
Earnings
from discontinued operations
|
4,866
|
2,887
|
872
|
|||||||
Sales
of real estate
|
318,142
|
290,977
|
226,250
|
|||||||
Cost
of real estate sold
|
(270,213
|
)
|
(248,027
|
)
|
(197,920
|
)
|
||||
Gain
on disposal of discontinued operations
|
47,929
|
42,950
|
28,330
|
|||||||
Income
tax (provision)/benefit
|
(9,955
|
)
|
(10,938
|
)
|
6,346
|
|||||
Income
from discontinued operations, after income tax
|
$
|
42,840
|
$
|
34,899
|
$
|
35,548
|
6.
|
Mortgage,
Equipment and Other Notes Receivable:
|
(In
thousands)
|
|||||||
2005
|
2004
|
||||||
Outstanding
principal
|
$
|
93,332
|
$
|
296,412
|
|||
Accrued
interest income
|
742
|
2,277
|
|||||
Deferred
financing income
|
(129
|
)
|
(1,321
|
)
|
|||
Unamortized
deferred costs
|
—
|
33
|
|||||
Allowance
for uncollectible notes
|
(5,706
|
)
|
(7,261
|
)
|
|||
$
|
88,239
|
$
|
290,140
|
6.
|
Mortgage,
Equipment and Other Notes Receivable - Continued:
|
(In
thousands)
|
|||||||
2005
|
2004
|
||||||
Balance
at beginning of year
|
$
|
7,261
|
$
|
13,964
|
|||
Provision
for loan losses
|
1,296
|
112
|
|||||
Recoveries
on loans previously charged off
|
(1,222
|
)
|
(683
|
)
|
|||
Interest
income reserves
|
124
|
311
|
|||||
Loans
charged off
|
(1,753
|
)
|
(6,443
|
)
|
|||
Balance
at end of year
|
$
|
5,706
|
$
|
7,261
|
Total
principal amount
(In
thousands)
|
Principal
amount > 60 days
past
due
(In
thousands)
|
||||||||||||
2005
|
2004
|
2005
|
2004
|
||||||||||
Mortgage
loans
|
$
|
424,684
|
$
|
660,712
|
$
|
3,566
|
$
|
9,315
|
|||||
Equipment
and other loans
|
12,593
|
22,597
|
—
|
—
|
|||||||||
Total
loans managed or securitized
|
437,277
|
683,309
|
3,566
|
9,315
|
|||||||||
Less:
|
|||||||||||||
Loans
securitized
|
(343,945
|
)
|
(386,897
|
)
|
(1,617
|
)
|
(8,717
|
)
|
|||||
Loans
held in portfolio (Note 6)
|
$
|
93,332
|
$
|
296,412
|
$
|
1,949
|
$
|
598
|
(In
thousands)
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Servicing
fees received
|
$
|
1,298
|
$
|
1,387
|
$
|
1,597
|
||||
Other
cash flows received on retained interests
|
$
|
1,715
|
$
|
3,820
|
$
|
4,332
|
||||
Servicing
advances paid
|
$
|
(4,062
|
)
|
$
|
(3,949
|
)
|
$
|
(4,128
|
)
|
|
Collection
of servicing advances
|
$
|
4,117
|
$
|
3,041
|
$
|
3,603
|
8.
|
Intangible
Lease Costs:
|
(in
thousands)
|
|||||||
2005
|
2004
|
||||||
Intangible
lease origination costs:
|
|||||||
Leases
in place
|
$
|
29,524
|
$
|
—
|
|||
Tenant
relationships
|
12,300
|
—
|
|||||
41,824
|
|||||||
Less
accumulated amortization
|
(5,197
|
)
|
—
|
||||
36,627
|
—
|
||||||
Above
market lease values
|
45,505
|
—
|
|||||
Less
accumulated amortization
|
(4,469
|
)
|
—
|
||||
41,036
|
—
|
||||||
Total
|
$
|
77,663
|
$
|
—
|
8.
|
Intangible
Lease Costs - Continued:
|
The
Company recognized aggregate amortization expense on intangible assets
of
approximately $9.8 million for 2005. Based on the balance of intangible
assets at December 31, 2005, subject to amortization, the estimated
aggregate amortization expense for each of the succeeding five years
and
thereafter is as follows:
|
(In
thousands)
|
||||
2006
|
$
|
10,727
|
||
2007
|
9,464
|
|||
2008
|
8,366
|
|||
2009
|
7,414
|
|||
2010
|
6,617
|
|||
Thereafter
|
35,075
|
|||
$
|
77,663
|
9.
|
Borrowings:
|
2005
|
2004
|
|||||||||
Amount
(In
thousands)
|
Average
Rate
|
Capacity
|
Expected
maturity/
retirement
date
|
Amount
(In
thousands)
|
Average
rate
|
|||||
Revolver
|
$
55,000
|
5.96%
|
$
175,000
|
April
2008
|
$
21,000
|
4.04%
|
||||
Term
loan
|
275,000
|
5.71%
|
275,000
|
April
2010
|
—
|
—
|
||||
Senior
unsecured notes
|
300,000
|
7.50%
|
300,000
|
April
2015
|
—
|
—
|
||||
Notes
payable
|
2,027
|
6.81%
|
6,150
|
2006
|
162,810
|
5.83%
|
||||
Mortgage
note payable (a)
|
829
|
8.00%
|
829
|
June
2007
|
—
|
—
|
||||
Mortgage
warehouse facilities
|
122,722
|
4.78%
|
260,000
|
Annual
|
101,394
|
2.78%
|
||||
Subordinated
note payable
|
—
|
—
|
—
|
—
|
21,875
|
7.00%
|
||||
Series
2000-A bonds payable
|
219,158
|
7.97%
|
219,158
|
2009-2017
|
239,165
|
7.96%
|
||||
Series
2001-A bonds payable (a)
|
129,460
|
3.91%
|
129,460
|
August
2006
|
—
|
—
|
||||
Series
2001-4 bonds payable
|
25,447
|
8.90%
|
25,447
|
2009-2013
|
28,489
|
8.90%
|
||||
Series
2001 bonds payable
|
93,137
|
3.77%
|
93,137
|
October
2006
|
111,577
|
1.89%
|
||||
Series
2003 bonds payable
|
8,512
|
7.95%
|
8,512
|
2006-2007
|
26,190
|
6.02%
|
||||
Series
2005 bonds payable
|
266,487
|
4.67%
|
266,487
|
2012
|
—
|
—
|
||||
1,497,779
|
$
1,759,180
|
$
712,500
|
||||||||
Senior
unsecured notes premium
|
1,146
|
|||||||||
$
1,498,925
|
(a)
|
Assumed
debt as a result of the Merger described in Note
2.
|
9.
|
Borrowings
- Continued:
|
Type
of Hedge
($
in millions)
|
Notional
Amount
at
December
31, 2005
(in
millions)
|
Cap
Strike Price or Swap Rate
|
Trade
Date
|
Maturity
Date
|
Estimated
Value
at
December
31, 2005
(in
millions)
|
|||||||||||
Interest
Rate Cap
|
$
|
142.5
|
6.000
|
%
|
08/13/01
|
08/26/06
|
$
|
—
|
||||||||
Interest
Rate Cap
|
$
|
106.4
|
4.500
|
%
|
09/28/01
|
10/25/06
|
$
|
0.2
|
||||||||
Interest
Rate Swap
|
$
|
175.0
|
4.202
|
%
|
05/16/05
|
04/01/10
|
$
|
3.7
|
||||||||
Interest
Rate Cap
|
$
|
21.5
|
3.500
|
%
|
12/17/03
|
02/01/11
|
$
|
0.7
|
9.
|
Borrowings
- Continued:
|
9.
|
Borrowings
- Continued:
|
9.
|
Borrowings
- Continued:
|
(In
thousands)
|
||||
2006
|
$
|
378,161
|
||
2007
|
25,526
|
|||
2008
|
81,916
|
|||
2009
|
30,233
|
|||
2010
|
308,032
|
|||
Thereafter
|
673,911
|
|||
$
|
1,497,779
|
11.
|
Income
Tax:
|
11.
|
Income
Tax - Continued:
|
(In
thousands)
|
|||||||
2005
|
2004
|
||||||
Deferred
tax asset:
|
|||||||
Cash
flow hedge related difference
|
$
|
—
|
$
|
3,355
|
|||
Loan
valuation and related hedge differences
|
3,980
|
(1,668
|
)
|
||||
Loan
origination fees
|
262
|
535
|
|||||
Real
estate loss reserves
|
577
|
846
|
|||||
Reserve
for investment losses
|
2,014
|
1,906
|
|||||
Fixed
assets
|
(2,110
|
)
|
407
|
||||
Other
|
836
|
(42
|
)
|
||||
Net
recorded deferred tax asset
|
$
|
5,559
|
$
|
5,339
|
(In
thousands)
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Expected
tax at US statutory rate
|
$
|
7,471
|
$
|
2,420
|
$
|
2,343
|
||||
REIT
income not subject to US income tax
(dividend
paid deduction)
|
(16,293
|
)
|
(8,001
|
)
|
(9,801
|
)
|
||||
Benefit
allocated to discontinued
operations
|
8,822
|
5,581
|
454
|
|||||||
Change
in valuation allowance
|
—
|
—
|
7,004
|
|||||||
Provision
for income taxes from continuing
operations
|
$
|
—
|
$
|
—
|
$
|
—
|
(Unaudited)
|
|||||||
Common
Shareholders
|
Preferred
Shareholders (all classes)
|
||||||
Ordinary
income
|
62.24
|
%
|
80.64
|
%
|
|||
Qualified
dividend income
|
14.45
|
%
|
18.73
|
%
|
|||
25%
Section 1250 unrecaptured gain
|
0.49
|
%
|
0.63
|
%
|
|||
Total
taxable income
|
77.18
|
%
|
100.00
|
%
|
|||
Return
of capital
|
22.82
|
%
|
0.00
|
%
|
|||
Total
|
100.00
|
%
|
100.00
|
%
|
(In
thousands)
|
||||||||||
Amounts
received (paid):
|
2005
|
2004
|
2003
|
|||||||
Services
purchased from affiliates (1)
|
$
|
(927
|
)
|
$
|
(2,268
|
)
|
$
|
(3,094
|
)
|
|
Rental
and other expenses to affiliates for
office
space (2)
|
$
|
(1,621
|
)
|
$
|
(1,411
|
)
|
$
|
(1,445
|
)
|
|
Dealer
servicing fee (3)
|
$
|
1,747
|
$
|
(1,493
|
)
|
$
|
(1,493
|
)
|
||
Servicing
fees from affiliates (4)
|
$
|
1,401
|
$
|
2,884
|
$
|
4,612
|
||||
Referral
fees from the Bank (5)
|
$
|
—
|
$
|
1,657
|
$
|
1,109
|
13.
|
Related
Party Transactions - Continued:
|
(1)
|
Services
purchased from affiliates include human resources, tax planning and
compliance, computer systems support, investor relations and other
services. Post Merger, the Company performed substantially all of
these
functions internally.
|
(2)
|
In
May 2002, the Company purchased a combined five percent partnership
interest in CNL Plaza, Ltd. and CNL Plaza Venture, Ltd. (the “Plaza”)
which owns and operates the office tower in which the Company headquarters
are located, for $0.2 million. Affiliates of two members of the Board
of
Directors, including the Chairman, own the remaining partnership
interests. The Company has severally guaranteed 8.33 percent of an
unsecured promissory note on behalf of the Plaza. The guaranty, after
a
refinancing during 2005 by the Plaza, equated to $1.2 million of
the $14
million unsecured promissory note. The guaranty continues through
December
31, 2010. The Company received distributions of $0.10 million, $0.07
million and $0.07 million during the years ended December 31, 2005,
2004
and 2003, respectively, from the Plaza. Since November 1999, the
Company
has leased its office space from CNL Plaza, Ltd., an affiliate of
a member
of the Company’s board of directors. As of March 15, 2006, the Company is
currently discussing and evaluating the possible sale of the five
percent
interest. As a result of the Merger, the Company is incurring the
rental
expenses under these leases in 2005. The Company’s leases expire in 2014
and provide for scheduled rent increases over the term of the lease.
Rental and other expenses for the years ended December 31, 2005,
2004 and
2003 include accrued rental expense (the additional rent expense
resulting
from the straight-lining of scheduled rent increases over the term
of the
lease) and executory costs. Future commitments due under the office
space
operating leases are as follows at December 31,
2005:
|
(In
thousands)
|
||||
2006
|
$
|
1,436
|
||
2007
|
1,480
|
|||
2008
|
1,525
|
|||
2009
|
1,570
|
|||
2010
|
1,617
|
|||
Thereafter
|
6,661
|
|||
$
|
14,289
|
(3)
|
Soliciting
dealer servicing fee paid to an affiliate in connection with the
Company’s
previous common stock offerings. During 2005, the Company received
a
refund of approximately $1.7 million from the affiliate and began
paying
an outside stock transfer agent for stock and investor servicing
fees.
|
(4)
|
Property
management and other administrative services provided to affiliates
investing in restaurant net lease properties and loans. During 2005,
these
affiliates became part of the Company as a result of the
Merger.
|
(5)
|
During
the years ended December 31, 2004 and 2003, the Company received
referral
fees paid by the Bank, a partner in the specialty finance segment
through
January 1, 2005, under a business referral program between the Company
and
the Bank. The Company did not receive any referral fees from the
Bank in
2005.
|
13.
|
Related
Party Transactions - Continued:
|
14.
|
Stock
Options and Restricted Shares:
|
14.
|
Stock
Options and Restricted Shares - Continued:
|
$12.23
|
$15.50
|
All
options
|
||||||||
Options
outstanding (in thousands)
|
4
|
8
|
12
|
|||||||
Average
option price per share
|
$
|
12.23
|
$
|
15.50
|
$
|
14.36
|
||||
Weighted
average remaining contractual
life
(years)
|
2.43
|
0.82
|
1.38
|
|||||||
Options
exercisable (in thousands)
|
4
|
8
|
12
|
|||||||
Average
option price per share
|
$
|
12.23
|
$
|
15.50
|
$
|
14.36
|
Number
of options
(in
thousands)
|
Weighted
average exercise price at grant date
|
||||||
Options
outstanding at December 31, 2004
|
—
|
$
|
—
|
||||
Options
assumed through Merger
|
71
|
$
|
14.95
|
||||
Exercised
|
(44
|
)
|
$
|
13.85
|
|||
Forfeited
|
—
|
$
|
—
|
||||
Expired
|
(15
|
)
|
$
|
21.57
|
|||
Options
outstanding and exercisable at December 31, 2005
|
12
|
$
|
14.36
|
14.
|
Stock
Options and Restricted Shares - Continued:
|
Number
of
shares
(in
thousands)
|
Weighted
average fair value at grant date
|
||||||
Non-vested
shares at beginning of period
|
—
|
$
|
—
|
||||
Granted
|
138
|
$
|
17.01
|
||||
Vested
|
—
|
$
|
—
|
||||
Forfeited
|
(18
|
)
|
$
|
17.20
|
|||
Non-vested
shares at December 31, 2005
|
120
|
$
|
16.98
|
15.
|
Stockholders’
Equity:
|
15.
|
Stockholders’
Equity - Continued:
|
15.
|
Stockholders’
Equity - Continued:
|
Computation
of Earnings Per Common Share
-
For the years ended December 31, 2005, 2004 and 2003, basic and diluted
earnings per common share for income (loss) from continuing operations
available to common stockholders has been computed as
follows:
|
Year
ended December 31,
(in
thousands)
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Numerator:
|
||||||||||
Income
from continuing operations
|
$
|
11,704
|
$
|
6,984
|
$
|
6,901
|
||||
Gain
on sale of assets
|
9,643
|
135
|
(9
|
)
|
||||||
Less:
Preferred stock dividends
|
(24,448
|
)
|
—
|
—
|
||||||
Income/(loss)
from continuing operations available to common
stockholders
|
$
|
(3,101
|
)
|
$
|
7,119
|
6,892
|
||||
Denominator:
|
||||||||||
Basic
and diluted weighted average number of shares outstanding (1)
(2)
|
55,053
|
35,032
|
35,032
|
|||||||
Basic
and diluted income/(loss) from continuing operations allocable to
common
stockholders per share
|
$
|
(0.06
|
)
|
$
|
0.20
|
$
|
0.20
|
|||
(1)
|
For
the year ended December 31, 2005, the potential dilution from the
Company’s outstanding Common Stock Equivalents was anti-dilutive to the
loss from continuing operations per share calculation. As such, the
Company excluded stock options to purchase approximately 0.012 million
shares of common stock, warrants to purchase 0.4 million shares of
common
stock, restricted stock of approximately 0.1 million shares and the
conversion of Series A and Series C Preferred Stock into 16.6 million
shares of common stock from the computation of diluted earnings per
share
as these Common Stock Equivalents were
anti-dilutive.
|
(2)
|
For
the years ended December 31, 2004 and 2003, the Company did not have
any
Common Stock Equivalents.
|
15.
|
Stockholders’
Equity - Continued:
|
(In
thousands)
|
||||||||||
Year
ended December 31,
|
||||||||||
2005
|
2004
|
2003
|
||||||||
Historical
income (loss) from continuing operations and gain of sale of assets
less
preferred stock dividends
|
$
|
(3,101
|
)
|
$
|
7,119
|
$
|
6,892
|
|||
Proforma
adjustment for Series C Preferred Stock dividends
|
(2,264
|
)
|
(13,583
|
)
|
(13,583
|
)
|
||||
Proforma
loss from continuing operations allocable to common
stockholders
|
$
|
(5,365
|
)
|
$
|
(6,464
|
)
|
$
|
(6,691
|
)
|
|
Basic
and diluted proforma earnings (loss) per share:
|
||||||||||
From
continuing operations
|
$
|
(0.10
|
)
|
$
|
(0.18
|
)
|
$
|
(0.19
|
)
|
|
From
discontinued operations
|
0.78
|
1.00
|
1.01
|
|||||||
$
|
0.68
|
$
|
0.82
|
$
|
0.82
|
17.
|
Segment
Information:
|
Year
ended December 31, 2005
(In
thousands)
|
|||||||||||||
Real
estate segment
|
Specialty
finance segment
|
Other
|
Consolidated
Totals
|
||||||||||
Revenues
|
$
|
177,645
|
$
|
17,351
|
$
|
(4,917
|
)
|
$
|
190,079
|
||||
Expenses:
|
|||||||||||||
General
operating and administrative
|
12,853
|
28,602
|
(3,485
|
)
|
37,970
|
||||||||
Interest
expense
|
80,539
|
10,556
|
(1,021
|
)
|
90,074
|
||||||||
Property
expenses, state and other taxes
|
7,153
|
487
|
(406
|
)
|
7,234
|
||||||||
Depreciation
and amortization
|
29,490
|
1,447
|
—
|
30,937
|
|||||||||
Loss
on termination of cash flow hedge
|
8,558
|
—
|
—
|
8,558
|
|||||||||
Impairments
and provisions on assets
|
1,889
|
75
|
—
|
1,964
|
|||||||||
Minority
interest net of equity in earnings
|
250
|
1,388
|
—
|
1,638
|
|||||||||
140,732
|
42,555
|
(4,912
|
)
|
178,375
|
|||||||||
Discontinued
operations:
|
|||||||||||||
Income
from discontinued operations, net of income tax
|
10,575
|
32,265
|
—
|
42,840
|
|||||||||
Gain
on sale of assets
|
9,643
|
—
|
—
|
9,643
|
|||||||||
Net
income/(loss)
|
$
|
57,131
|
$
|
7,061
|
$
|
(5
|
)
|
$
|
64,187
|
||||
Assets
at December 31, 2005
|
$
|
2,304,122
|
$
|
379,100
|
$
|
914
|
$
|
2,684,136
|
|||||
Investments
accounted for under the equity method at December 31, 2005
|
$
|
834
|
$
|
—
|
$
|
—
|
$
|
834
|
17.
|
Segment
Information - (Continued):
|
Year
ended December 31, 2004
(In
thousands)
|
|||||||||||||
Real
estate segment
|
Specialty
finance segment
|
Other
|
Consolidated
Totals
|
||||||||||
Revenues
|
$
|
76,957
|
$
|
29,337
|
$
|
(3,010
|
)
|
$
|
103,284
|
||||
Expenses:
|
|||||||||||||
General
operating and administrative
|
8,868
|
21,515
|
(1,975
|
)
|
28,408
|
||||||||
Interest
expense
|
29,262
|
18,314
|
423
|
47,999
|
|||||||||
Property
expenses, state and other taxes
|
575
|
—
|
—
|
575
|
|||||||||
Depreciation
and amortization
|
10,653
|
874
|
—
|
11,527
|
|||||||||
Loss
on termination of cash flow hedge
|
—
|
940
|
—
|
940
|
|||||||||
Impairments
and provisions on assets
|
2,684
|
554
|
—
|
3,238
|
|||||||||
Minority
interest net of equity in earnings
|
61
|
3,552
|
—
|
3,613
|
|||||||||
52,103
|
45,749
|
(1,552
|
)
|
96,300
|
|||||||||
Discontinued
operations:
|
|||||||||||||
Income
from discontinued operations, net of income tax
|
5,730
|
29,169
|
—
|
34,899
|
|||||||||
Gain
on sale of assets
|
135
|
—
|
—
|
135
|
|||||||||
Net
income/(loss)
|
$
|
30,719
|
$
|
12,757
|
$
|
(1,458
|
)
|
$
|
42,018
|
||||
Assets
at December 31, 2004
|
$
|
795,125
|
$
|
451,237
|
$
|
(2,713
|
)
|
$
|
1,243,649
|
||||
Investments
accounted for under the equity
method at December 31, 2004
|
$
|
947
|
$
|
—
|
$
|
—
|
$
|
947
|
|||||
17.
|
Segment
Information - (Continued):
|
Year
ended December 31, 2003
(In
thousands)
|
|||||||||||||
Real
estate segment
|
Specialty
finance segment
|
Other
|
Consolidated
Totals
|
||||||||||
Revenues
|
$
|
81,996
|
$
|
32,254
|
$
|
(3,180
|
)
|
$
|
111,070
|
||||
Expenses:
|
|||||||||||||
General
operating and administrative
|
8,980
|
21,059
|
(2,417
|
)
|
27,622
|
||||||||
Interest
expense
|
27,481
|
23,653
|
(558
|
)
|
50,576
|
||||||||
Property
expenses, state and other taxes
|
929
|
—
|
—
|
929
|
|||||||||
Depreciation
and amortization
|
11,109
|
934
|
—
|
12,043
|
|||||||||
Loss
on termination of cash flow hedge
|
—
|
502
|
—
|
502
|
|||||||||
Impairments
and provisions on assets
|
4,350
|
6,342
|
—
|
10,692
|
|||||||||
Minority
interest net of equity in earnings
|
114
|
1,691
|
—
|
1,805
|
|||||||||
52,963
|
54,181
|
(2,975
|
)
|
104,169
|
|||||||||
Discontinued
operations:
|
|||||||||||||
Income/(loss)
from discontinued operations, net of income tax
|
(1,266
|
)
|
36,814
|
—
|
35,548
|
||||||||
Loss
on sale of assets
|
—
|
(9
|
)
|
—
|
(9
|
)
|
|||||||
Net
income/(loss)
|
$
|
27,767
|
$
|
14,878
|
$
|
(205
|
)
|
$
|
42,440
|
||||
18.
|
Commitments
and Contingencies:
|
(In
thousands)
|
||||
2006
|
$
|
3,214
|
||
2007
|
2,872
|
|||
2008
|
2,255
|
|||
2009
|
1,647
|
|||
2010
|
1,162
|
|||
Thereafter
|
4,994
|
|||
$
|
16,144
|
18.
|
Commitments
and Contingencies - Continued:
|
18.
|
Commitments
and Contingencies - Continued:
|
(In
thousands except for per share data)
|
||||||||||||||||
2005
Quarter
|
First
|
Second
|
Third
|
Fourth
|
Year
|
|||||||||||
Continuing
operations:
|
||||||||||||||||
Revenues
(1)
|
$
|
33,482
|
$
|
50,810
|
$
|
52,093
|
$
|
53,694
|
$
|
190,079
|
||||||
Earnings/(loss)
from
continuing
operations
allocable
to common
stockholders
(1)(2)
|
$
|
(4,301
|
)
|
$
|
(2,713
|
)
|
$
|
2,392
|
$
|
1,521
|
$
|
(3,101
|
)
|
|||
Discontinued
operations:
|
||||||||||||||||
Earnings
and gains
from
discontinued
operations,
net
(1)
|
4,827
|
13,686
|
9,296
|
15,031
|
42,840
|
|||||||||||
Net
income allocable to
common
stockholders
|
$
|
526
|
$
|
10,973
|
$
|
11,688
|
$
|
16,552
|
$
|
39,739
|
||||||
Net
income/(loss) per share of
common
stock (basic and
diluted):
|
||||||||||||||||
Continuing
operations (1)
|
$
|
(0.08
|
)
|
$
|
(0.04
|
)
|
$
|
0.03
|
$
|
0.03
|
$
|
(0.06
|
)
|
|||
Discontinued
operations (1)
|
$
|
0.09
|
$
|
0.25
|
$
|
0.17
|
$
|
0.27
|
$
|
0.78
|
(In
thousands except for per share data)
|
||||||||||||||||
2004
Quarter
|
First
|
Second
|
Third
|
Fourth
|
Year
|
|||||||||||
Continuing
operations:
|
||||||||||||||||
Revenues
(1)
|
$
|
25,682
|
$
|
25,116
|
$
|
26,989
|
$
|
25,497
|
$
|
103,284
|
||||||
Earnings/(loss)
from
continuing
operations
allocable
to common
stockholders
(1)(2)
|
$
|
3,172
|
$
|
1,038
|
$
|
3,587
|
$
|
(678
|
)
|
$
|
7,119
|
|||||
Discontinued
operations:
|
||||||||||||||||
Earnings
and gains
from
discontinued
operations,
net (1)
|
7,676
|
8,182
|
11,329
|
7,712
|
34,899
|
|||||||||||
Net
income allocable to common
stockholders
|
$
|
10,848
|
$
|
9,220
|
$
|
14,916
|
$
|
7,034
|
$
|
42,018
|
||||||
Net
income/(loss) per share of
common
stock (basic and
diluted):
|
||||||||||||||||
Continuing
operations (1)
|
$
|
0.09
|
$
|
0.03
|
$
|
0.10
|
$
|
(0.02
|
)
|
$
|
0.20
|
|||||
Discontinued
operations (1)
|
$
|
0.22
|
$
|
0.23
|
$
|
0.33
|
$
|
0.22
|
$
|
1.00
|
(1)
|
The
results of operations relating to properties that were either disposed
of
or that were classified as held for sale during the year ended December
31, 2005 and 2004 are reported as discontinued operations.
|
(2)
|
Earnings/(loss)
from continuing operations allocable to common stockholders includes
income from continuing operations and gain/(loss) on sale of assets,
net
of dividends to preferred
stockholders.
|
2.1
|
Agreement
and Plan of Merger by and between the Registrant and CNL Restaurant
Properties, Inc., dated as of August 9, 2004 (previously filed as
Exhibit
2.1 to the Registrant’s current report on Form 8-K filed on August 10,
2004 and incorporated herein by
reference).
|
2.2
|
Agreements
and Plans of Merger by and among the Registrant, a separate, wholly-owned
subsidiary of the operating partnership of the Registrant and each
of the
18 Income Funds (previously filed as Exhibits 2.2 - 2.19 to the
Registrant’s current report on Form 8-K filed on August 10, 2004 and
incorporated herein by
reference).
|
3.1
|
Restated
Articles of Incorporation of the Registrant dated November 11, 1997,
as
amended by the Articles of Amendment to the Articles of Restatement
of the
Registrant dated February 24, 2005 and the Articles of Amendment
to the
Articles of Restatement of the Registrant dated February 24, 2005
(previously filed as Exhibit 3.1 to the Registrant’s quarterly report on
Form 10-Q for the fiscal quarter ended March 31, 2005 and incorporated
herein by reference).
|
3.2
|
Third
Amended and Restated Bylaws (previously filed as Exhibit 3.1 on the
Company’s current report on Form 8-K filed on August 15, 2005 and
incorporated herein by reference).
|
4.1
|
Specimen
of Common Stock Certificate (previously filed as Exhibit 4.1 to the
Registrant’s Registration Statement on Form S-4 (File No. 333-21403) and
incorporated herein by reference).
|
4.2
|
Articles
Supplementary Classifying and Designating a Series of Preferred Stock
as
Series A Cumulative Convertible Preferred Stock (previously filed
as
Exhibit 3.2 to the Registrant’s current report on Form 8-K filed on
November 14, 1997 and incorporated herein by
reference).
|
4.3
|
Amendment
to Articles Supplementary Classifying and Designating a Series of
Preferred Stock as Series A Cumulative Convertible Preferred Stock
(previously filed as Exhibit 3.2 to the Registrant’s current report on
Form 8-K filed on February 25, 2005 and incorporated herein by
reference).
|
4.4
|
Articles
Supplementary Classifying and Designating a Series of Preferred Stock
as
8% Series B Convertible Preferred Stock (previously filed as Exhibit
4.01
to the Registrant’s Form 10-Q for the fiscal quarter ended June 30, 2003
and incorporated herein by
reference).
|
4.5
|
Articles
Supplementary Classifying and Designating a Series of Preferred Stock
as
8% Series B-1 Convertible Preferred Stock (previously filed as Exhibit
99.5 to the Registrant’s current report on Form 8-K filed on September 16,
2004 and incorporated herein by
reference).
|
4.6
|
Articles
Supplementary Establishing and Fixing The Rights and Preferences
of 7.5%
Series C Redeemable Convertible Preferred Stock (previously filed
as
Exhibit 4.1 to the Registrant’s registration statement on Form 8-A (File
No. 001-13089) and incorporated herein by
reference).
|
4.7
|
Specimen
of 7.5% Series C Redeemable Convertible Preferred Stock Certificate
(previously filed as Exhibit 4.2 to the Registrant’s registration
statement on Form 8-A (File No. 001-13089) and incorporated herein
by
reference).
|
4.8
|
Indenture
dated as of March 4, 2005, among Net Lease Funding 2005, LP, MBIA
Insurance Corporation and Wells Fargo Bank, N.A., as indenture trustee
relating to $275,000,000 Triple Net Lease Mortgage Notes, Series
2005
(previously filed as Exhibit 99.1 to the Registrant’s current report on
Form 8-K filed on March 10, 2005 and incorporated herein by
reference).
|
4.9
|
Securities
Purchase Agreement relating to the Series B Preferred Stock (previously
filed as Exhibit 4.02 to the Registrant’s Form 10-Q for the fiscal quarter
ended June 30, 2003 and incorporated herein by
reference).
|
4.10
|
Registration
Rights Agreement relating to Series B Preferred Stock (previously
filed as
Exhibit 4.03 to the Registrant’s Form 10-Q for the fiscal quarter ended
June 30, 2003 and incorporated herein by
reference).
|
4.11
|
Stock
Purchase Warrant - Omnicron Master Trust (previously filed as Exhibit
4.04
to the Registrant’s Form 10-Q for the fiscal quarter ended June 30, 2003
and incorporated herein by
reference).
|
4.12
|
Stock
Purchase Warrant - The Riverview Group, LLC (previously filed as
Exhibit
4.05 to the Registrant’s Form 10-Q for the fiscal quarter ended June 30,
2003 and incorporated herein by
reference).
|
4.13
|
Indenture,
dated as of March 23, 2005, between the Registrant and Wells Fargo
Bank,
National Association, as trustee, relating to the Registrant’s 7 ½% Senior
Noted due 2015 (previously filed as Exhibit 4.1 to the Registrant’s
current report on Form 8-K filed on March 28, 2005 and incorporated
herein
by reference).
|
4*
|
Pursuant
to Regulation S-K Item 601(b)(4)(iii), the Registrant by this filing
agrees, upon request, to furnish to the Securities and Exchange Commission
a copy of instruments defining the rights of holders of long-term
debt of
the Registrant.
|
10.6
|
Registrant
Flexible Incentive Plan, as amended, (previously filed as Exhibit
10.1 to
the Registrant’s Current Report on Form 8-K filed on March 20, 2006 and
incorporated herein by reference).
|
10.7
|
Bridge
Credit Agreement dated as of February 25, 2005, by and among the
Registrant, as borrower, certain subsidiaries of the Registrant,
as
guarantors, Bank of America, N.A., as Administrative Agent, L/C Issuer
and
Swing Line Lender, and certain other lenders party thereto, and Banc
of
America Securities LLC, as Sole Lead Arranger and Sole Book Manager
(previously filed as Exhibit 10.1 to the Registrant’s current report on
Form 8-K filed on March 3, 2005 and incorporated herein by
reference).
|
10.8
|
Bridge
Credit Agreement dated as of February 25, 2005, by and among Net
Lease
Funding 2005, LP, as borrower, Bank of America, as Administrative
Agent,
and certain other lenders party thereto, and Banc of America Securities
LLC, as Sole Lead Arranger and Sole Book Manager (previously filed
as
Exhibit 10.2 to the Registrant’s current report on Form 8-K filed on March
3, 2005 and incorporated herein by
reference).
|
10.9
|
Credit
Agreement, dated as of April 8, 2005, by and among the Registrant,
as
borrower, certain subsidiaries of the Registrant, as guarantors,
Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender,
Bank of America Securities LLC, as Sole Lead Arranger and Sole Book
Manager, Key Bank, National Association, as Syndication Agent, Credit
Suisse First Boston, Societe Generale, and Wachovia Bank National
Association, as Co-Documentation Agents, and the lenders party thereto
(previously filed as Exhibit 10.1 to the Registrant’s current report on
Form 8-K filed on April 13, 2005 and incorporated herein by
reference).
|
10.10
|
Pledge
Agreement, dated as of April 8, 2005, by substantially all of the
Borrower’s domestic subsidiaries, in favor of Bank of America, N.A., in
its capacity as Administrative Agent (previously filed as Exhibit
10.2 to
the Registrant’s current report on Form 8-K filed on April 13, 2005 and
incorporated herein by reference).
|
12.1
|
Ratio
of Earnings to Combined Fixed Charges and Preferred Stock Dividends
(previously filed on the Company’s annual report on Form 10-K filed on
March 16, 2006 and incorporated herein by
reference).
|
21
|
Subsidiaries
of Registrant (previously filed on the Company’s annual report on Form
10-K filed on March 16, 2006 and incorporated herein by
reference).
|
23.1
|
Consent
of PricewaterhouseCoopers LLP (filed
herewith).
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted
pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted
pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
TRUSTREET
PROPERTIES, INC.
|
||
By:
|
||
/s/
CURTIS B. McWILLIAMS
|
||
Curtis
B. McWilliams
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
||
2.1
|
Agreement
and Plan of Merger by and between the Registrant and CNL Restaurant
Properties, Inc., dated as of August 9, 2004 (previously filed as
Exhibit
2.1 to the Registrant’s current report on Form 8-K filed on August 10,
2004 and incorporated herein by
reference).
|
2.2
|
Agreements
and Plans of Merger by and among the Registrant, a separate, wholly-owned
subsidiary of the operating partnership of the Registrant and each
of the
18 Income Funds (previously filed as Exhibits 2.2 - 2.19 to the
Registrant’s current report on Form 8-K filed on August 10, 2004 and
incorporated herein by reference).
|
3.1
|
Restated
Articles of Incorporation of the Registrant dated November 11, 1997,
as
amended by the Articles of Amendment to the Articles of Restatement
of the
Registrant dated February 24, 2005 and the Articles of Amendment
to the
Articles of Restatement of the Registrant dated February 24, 2005
(previously filed as Exhibit 3.1 to the Registrant’s quarterly report on
Form 10-Q for the fiscal quarter ended March 31, 2005 and incorporated
herein by reference).
|
3.2
|
Third
Amended and Restated Bylaws (previously filed as Exhibit 3.1 on the
Company’s current report on Form 8-K filed on August 15, 2005 and
incorporated herein by reference).
|
4.1
|
Specimen
of Common Stock Certificate (previously filed as Exhibit 4.1 to the
Registrant’s Registration Statement on Form S-4 (File No. 333-21403) and
incorporated herein by reference).
|
4.2
|
Articles
Supplementary Classifying and Designating a Series of Preferred Stock
as
Series A Cumulative Convertible Preferred Stock (previously filed
as
Exhibit 3.2 to the Registrant’s current report on Form 8-K filed on
November 14, 1997 and incorporated herein by
reference).
|
4.3
|
Amendment
to Articles Supplementary Classifying and Designating a Series of
Preferred Stock as Series A Cumulative Convertible Preferred Stock
(previously filed as Exhibit 3.2 to the Registrant’s current report on
Form 8-K filed on February 25, 2005 and incorporated herein by
reference).
|
4.4
|
Articles
Supplementary Classifying and Designating a Series of Preferred Stock
as
8% Series B Convertible Preferred Stock (previously filed as Exhibit
4.01
to the Registrant’s Form 10-Q for the fiscal quarter ended June 30, 2003
and incorporated herein by
reference).
|
4.5
|
Articles
Supplementary Classifying and Designating a Series of Preferred Stock
as
8% Series B-1 Convertible Preferred Stock (previously filed as Exhibit
99.5 to the Registrant’s current report on Form 8-K filed on September 16,
2004 and incorporated herein by
reference).
|
4.6
|
Articles
Supplementary Establishing and Fixing The Rights and Preferences
of 7.5%
Series C Redeemable Convertible Preferred Stock (previously filed
as
Exhibit 4.1 to the Registrant’s registration statement on Form 8-A (File
No. 001-13089) and incorporated herein by
reference).
|
4.7
|
Specimen
of 7.5% Series C Redeemable Convertible Preferred Stock Certificate
(previously filed as Exhibit 4.2 to the Registrant’s registration
statement on Form 8-A (File No. 001-13089) and incorporated herein
by
reference).
|
4.8
|
Indenture
dated as of March 4, 2005, among Net Lease Funding 2005, LP, MBIA
Insurance Corporation and Wells Fargo Bank, N.A., as indenture trustee
relating to $275,000,000 Triple Net Lease Mortgage Notes, Series
2005
(previously filed as Exhibit 99.1 to the Registrant’s current report on
Form 8-K filed on March 10, 2005 and incorporated herein by
reference).
|
4.9
|
Securities
Purchase Agreement relating to the Series B Preferred Stock (previously
filed as Exhibit 4.02 to the Registrant’s Form 10-Q for the fiscal quarter
ended June 30, 2003 and incorporated herein by
reference).
|
4.10
|
Registration
Rights Agreement relating to Series B Preferred Stock (previously
filed as
Exhibit 4.03 to the Registrant’s Form 10-Q for the fiscal quarter ended
June 30, 2003 and incorporated herein by
reference).
|
4.11
|
Stock
Purchase Warrant - Omnicron Master Trust (previously filed as Exhibit
4.04
to the Registrant’s Form 10-Q for the fiscal quarter ended June 30, 2003
and incorporated herein by
reference).
|
4.12
|
Stock
Purchase Warrant - The Riverview Group, LLC (previously filed as
Exhibit
4.05 to the Registrant’s Form 10-Q for the fiscal quarter ended June 30,
2003 and incorporated herein by
reference).
|
4.13
|
Indenture,
dated as of March 23, 2005, between the Registrant and Wells Fargo
Bank,
National Association, as trustee, relating to the Registrant’s 7 ½% Senior
Noted due 2015 (previously filed as Exhibit 4.1 to the Registrant’s
current report on Form 8-K filed on March 28, 2005 and incorporated
herein
by reference).
|
4*
|
Pursuant
to Regulation S-K Item 601(b)(4)(iii), the Registrant by this filing
agrees, upon request, to furnish to the Securities and Exchange Commission
a copy of instruments defining the rights of holders of long-term
debt of
the Registrant.
|
10.6
|
Registrant
Flexible Incentive Plan, as amended, (previously filed as Exhibit
10.1 to
the Registrant’s Current Report on Form 8-K filed on March 20, 2006 and
incorporated herein by reference).
|
10.7
|
Bridge
Credit Agreement dated as of February 25, 2005, by and among the
Registrant, as borrower, certain subsidiaries of the Registrant,
as
guarantors, Bank of America, N.A., as Administrative Agent, L/C Issuer
and
Swing Line Lender, and certain other lenders party thereto, and Banc
of
America Securities LLC, as Sole Lead Arranger and Sole Book Manager
(previously filed as Exhibit 10.1 to the Registrant’s current report on
Form 8-K filed on March 3, 2005 and incorporated herein by
reference).
|
10.8
|
Bridge
Credit Agreement dated as of February 25, 2005, by and among Net
Lease
Funding 2005, LP, as borrower, Bank of America, as Administrative
Agent,
and certain other lenders party thereto, and Banc of America Securities
LLC, as Sole Lead Arranger and Sole Book Manager (previously filed
as
Exhibit 10.2 to the Registrant’s current report on Form 8-K filed on March
3, 2005 and incorporated herein by
reference).
|
10.9
|
Credit
Agreement, dated as of April 8, 2005, by and among the Registrant,
as
borrower, certain subsidiaries of the Registrant, as guarantors,
Bank of
America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender,
Bank of America Securities LLC, as Sole Lead Arranger and Sole Book
Manager, Key Bank, National Association, as Syndication Agent, Credit
Suisse First Boston, Societe Generale, and Wachovia Bank National
Association, as Co-Documentation Agents, and the lenders party thereto
(previously filed as Exhibit 10.1 to the Registrant’s current report on
Form 8-K filed on April 13, 2005 and incorporated herein by
reference).
|
10.10
|
Pledge
Agreement, dated as of April 8, 2005, by substantially all of the
Borrower’s domestic subsidiaries, in favor of Bank of America, N.A., in
its capacity as Administrative Agent (previously filed as Exhibit
10.2 to
the Registrant’s current report on Form 8-K filed on April 13, 2005 and
incorporated herein by reference).
|
12.1
|
Ratio
of Earnings to Combined Fixed Charges and Preferred Stock Dividends
(previously filed on the Company’s annual report on Form 10-K filed on
March 16, 2006 and incorporated herein by reference).
|
21
|
Subsidiaries
of Registrant (previously filed on the Company’s annual report on Form
10-K filed on March 16, 2006 and incorporated herein by
reference).
|
23.1
|
Consent
of PricewaterhouseCoopers LLP (filed
herewith).
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted
pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted
pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as
adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed
herewith).
|