FILED PURSUANT TO 424B3
FILE NUMBER 333-9943
CNL AMERICAN REALTY FUND, INC.
Supplement No. 1, dated January 22, 1998
to Prospectus, dated July 9, 1997
This Supplement is part of, and should be read in conjunction with, the
Prospectus dated July 9, 1997. This Supplement replaces all prior supplements to
the Prospectus. Capitalized terms used in this Supplement have the same meaning
as in the Prospectus unless otherwise stated herein.
Information in this Supplement is provided as of January 14, 1998. As
of January 14, 1998, the Company had not acquired any Properties nor entered
into any initial commitments to acquire Properties. Proposed properties for
which the Company receives initial commitments, as well as property acquisitions
that occur after January 14, 1998, will be reported in a subsequent Supplement.
THE OFFERING
As of October 15, 1997, the Company had received aggregate subscription
proceeds of $2,774,580, which exceeded the minimum offering amount of
$2,500,000, and $2,652,330 of the funds, excluding funds from Pennsylvania
investors, were released from escrow. As of December 4, 1997, the Company had
received aggregate subscription proceeds of $8,253,530, and funds from
Pennsylvania were released from escrow. As of January 14, 1998, the Company had
received total subscription proceeds of $12,112,022 (1,211,202 Shares),
including $1,056 (106 Shares) issued pursuant to the Reinvestment Plan, from 672
stockholders in connection with this offering. As of January 14, 1998, the
Company had approximately $9,173,680 available to invest in Properties following
deduction of Selling Commissions, Marketing Support and Due Diligence Expense
Reimbursement Fees, Organizational and Offering Expenses and Acquisition Fees.
MANAGEMENT COMPENSATION
FEES AND EXPENSES PAID TO THE
ADVISOR AND ITS AFFILIATES
Selling Commissions and Marketing Support and Due Diligence Expense
Reimbursement Fee. In connection with the formation of the Company and the
offering of the Shares, the Managing Dealer will receive Selling Commissions of
7.5% (a maximum of $12,375,000 if 16,500,000 Shares are sold), and a marketing
support and due diligence expense reimbursement fee of 0.5% (a maximum of
$825,000 if 16,500,000 Shares are sold), of the total amount raised from the
sale of Shares, computed at $10.00 per Share sold ("Gross Proceeds"). The
Managing Dealer in turn may reallow Selling Commissions of up to 7% on Shares
sold, and all or a portion of the 0.5% marketing support and due diligence
expense reimbursement fee to certain Soliciting Dealers, who are not Affiliates
of the Company. As of January 14, 1998, the Company had incurred $908,402 for
Selling Commissions due to the Managing Dealer, a substantial portion of which
has been paid as commissions to other Soliciting Dealers. In addition, as of
January 14, 1998, the Company had incurred $60,560 in marketing support and due
diligence expense reimbursement fees due to the Managing Dealer. A portion of
these fees has been reallowed to other Soliciting Dealers, and all due diligence
expenses will be paid from such fees.
Soliciting Dealer Servicing Fee. The Company will incur a Soliciting
Dealer Servicing Fee in the amount of .20% of Invested Capital (a maximum of
$330,000 if 16,500,000 Shares are sold). The Soliciting Dealer Servicing Fee
will be payable on December 31 of each year, commencing on December 31 of the
year
<PAGE>
following the year in which the related offering terminates, and generally will
be payable to the Managing Dealer, which in turn may reallow all or a portion of
such fee to Soliciting Dealers whose clients held Shares on such date. As of
January 14, 1998, no such fees had been incurred by the Company.
Acquisition Fees. The Advisor is entitled to receive acquisition fees
for services in identifying the Properties and structuring the terms of the
acquisition and leases of the Properties equal to 4.5% of Total Proceeds,
payable by the Company as Acquisition Fees. As of January 14, 1998, the Company
had incurred $545,041 in such acquisition fees payable to the Advisor.
Other Acquisition Fees to Affiliates of the Advisor. In connection with
the financing, development, construction or renovation of a Property by
Affiliates, the Company will incur other acquisition fees, payable to Affiliates
of the Advisor as Acquisition Fees. Such fees are in addition to 4.5% of Total
Proceeds payable to the Advisor as Acquisition Fees, and payment of such fees
will be subject to approval by the Board of Directors, including a majority of
the Independent Directors, not otherwise interested in the transaction. As of
January 14, 1998, no such fees had been incurred by the Company.
Asset Management Fee. For managing the Properties, the Advisor will be
entitled to receive a monthly Asset Management Fee of one-twelfth of .60% of the
Company's Real Estate Asset Value (generally, the total amount invested in the
Properties, exclusive of Acquisition Fees and Acquisition Expenses) and the
outstanding principal amount of the Mortgage Loans as of the end of the
preceding month. As of September 30, 1997, no such fees had been incurred by the
Company.
Secured Equipment Lease Servicing Fee. For negotiating Secured
Equipment Leases and supervising the Secured Equipment Lease program, the
Advisor will be entitled to receive from the Company a one-time Secured
Equipment Lease Servicing Fee of 2% of the purchase price of the Equipment that
is the subject of a Secured Equipment Lease. As of September 30, 1997, no such
fees had been incurred by the Company.
Real Estate Disposition Fee. Prior to Listing, the Advisor may receive
a real estate disposition fee of 3% of the gross sales price of one or more
Properties for providing substantial services in connection with the Sale, which
will be deferred and subordinated until the stockholders have received
Distributions equal to the sum of 100% of the stockholders' aggregate Invested
Capital plus an aggregate, annual, cumulative, noncompounded 8% return on their
Invested Capital (the "Stockholders' 8% Return"). Upon Listing, if the Advisor
has accrued but not been paid such real estate disposition fee, then for
purposes of determining whether the subordination conditions have been
satisfied, stockholders will be deemed to have received a Distribution in an
amount equal to the product of the total number of Shares outstanding and the
average closing prices of the Shares over a period, beginning 180 days after
Listing, of 30 days during which the Shares are traded. As of September 30,
1997, no such fees had been incurred by the Company.
Subordinated Share of Net Sales Proceeds. A subordinated share of Net
Sales Proceeds will be paid to the Advisor upon the Sale of one or more assets
of the Company in an amount equal to 10% of Net Sales Proceeds. This amount will
be subordinated and paid only after the stockholders have received Distributions
equal to the sum of 100% of the stockholders' aggregate Invested Capital, plus
the Stockholders' 8% Return. As of September 30, 1997, no such amounts had been
incurred by the Company.
Administrative and Other Expenses. The Advisor provides accounting and
administrative services (including accounting and administrative services in
connection with the Offering of Shares) to the Company on a day-to-day basis.
During the nine months ended September 30, 1997, the Company had incurred
$92,657 of such costs that are included in deferred offering costs.
Reimbursement of Out-of-Pocket Expenses. The Advisor and its Affiliates
are entitled to receive reimbursement, at cost, for expenses they incur for
Organizational and Offering Expenses, Acquisition Expenses and Operating
Expenses. During the nine months ended September 30, 1997, the Advisor and its
Affiliates incurred $360,704 on behalf of the Company for Organizational and
Offering Expenses.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Company was organized on June 12, 1996, to acquire Properties
located across the United States to be leased on a long-term, "triple-net" basis
to operators of Hotel Chains and operators of Restaurant Chains. The Company is
not obligated to invest in both hotel Properties and restaurant Properties. The
Company may also provide Mortgage Loans in the aggregate principal amount of
approximately 5% to 10% of the gross offering proceeds. The Company also intends
to offer Secured Equipment Leases to operators of Hotel Chains and Restaurant
Chains. Secured Equipment Leases will be funded from the proceeds of financing
to be obtained by the Company. The aggregate outstanding principal amount of
Secured Equipment Leases will not exceed 10% of Gross Proceeds from the
offering.
Pending investment in suitable Properties and Mortgage Loans, Net
Offering Proceeds are invested in short-term, highly liquid U.S. Government
securities or in other short-term, highly liquid investments with appropriate
safety of principal. Management anticipates that after the Company has invested
in Assets, Company revenues sufficient to pay operating expenses, provide cash
Distributions to the stockholders and service debt will be derived from the
lease and mortgage payments paid to the Company by the tenants and borrowers.
The Company's primary investment objectives are to preserve, protect,
and enhance the Company's assets while (i) making distributions commencing in
the initial year of Company operations; (ii) obtaining fixed income through the
receipt of base rent, and increasing the Company's income (and distributions)
and providing protection against inflation through automatic increases in base
rent and/or receipt of percentage rent, and obtaining fixed income through the
receipt of payments from Mortgage Loans and Secured Equipment Leases; (iii)
qualifying as a REIT for federal income tax purposes; and (iv) providing
stockholders of the Company with liquidity of their investment within five to
ten years after commencement of the offering, either in whole or in part,
through (a) listing of the shares on a national securities exchange or
over-the-counter market ("Listing"), or (b) the commencement of orderly sales of
the Company's assets, and distribution of the proceeds thereof (outside the
ordinary course of business and consistent with its objective of qualifying as a
REIT). There can be no assurance that these investment objectives will be met.
This information contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Although the Company believes that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, the Company's actual results could differ materially from those set
forth in the forward-looking statements. Certain factors that might cause such a
difference include the following: changes in general economic conditions,
changes in local and national real estate conditions, availability of proceeds
from the Company's offering, the ability of the Company to obtain a line of
credit or permanent financing, as described below, on satisfactory terms, the
ability of the Company to identify suitable investments, the ability of the
Company to locate suitable tenants for its Properties and borrowers for its
Mortgage Loans and Secured Equipment Leases, and the ability of tenants and
borrowers to make payments under their respective leases, Mortgage Loans or
Secured Equipment Leases.
LIQUIDITY AND CAPITAL RESOURCES
During the period June 12, 1996 (date of inception) through December
31, 1996, the Company received initial capital contributions of $200,000 for
20,000 Shares of common stock from an Affiliate.
Effective July 1997, the Company commenced an offering of its Shares of
common stock. As of September 30, 1997, the Company had received subscription
proceeds of $1,158,300 (115,830 Shares), which were being held in escrow until
the Company received aggregate subscription proceeds of at least $2,500,000 from
the offering. (In the case of Pennsylvania investors funds were being held in
escrow until the Company received aggregate subscription proceeds of at least
$8,250,000.) As of January 14, 1998, the Company had received aggregate
subscription proceeds of $12,112,022 (1,211,202 Shares), including $1,056 (106
Shares) issued pursuant to the Reinvestment Plan. As
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of January 14, 1998, the Company had approximately $9,173,680 available to
invest in Properties and Mortgage Loans following the deduction of Selling
Commissions, marketing support and due diligence expense reimbursement fees,
Organizational and Offering Expenses, and Acquisition Fees.
The Company expects to use net offering proceeds from the sale of
Shares to purchase Properties and to invest in Mortgage Loans. In addition, the
Company intends to borrow money to acquire Properties, to invest in Mortgage
Loans and Secured Equipment Leases, and to pay certain related fees. The Company
intends to encumber assets in connection with such borrowing. Pending the
receipt of offering proceeds or Permanent Financing, the Company plans to obtain
a revolving Line of Credit in an amount up to $45,000,000. The Company also
plans to obtain Permanent Financing. Although the Board of Directors anticipates
that the aggregate amount of any Permanent Financing shall not exceed 30% of the
Company's total assets, the maximum amount the Company may borrow, absent a
satisfactory showing that a higher level of borrowing is appropriate as approved
by a majority of the Independent Directors, is 300% of the Company's net assets,
defined for this purpose as the Company's total assets (other than intangibles),
calculated at cost, less total liabilities. The Line of Credit is expected to be
used to facilitate the acquisition of assets and will be repaid with proceeds of
the offering or from Permanent Financing. The Company has engaged in discussions
with a potential lender but has not yet executed a commitment for the Line of
Credit or any Permanent Financing and there is no assurance that the Company
will obtain the Line of Credit or any Permanent Financing on satisfactory terms.
At September 30, 1997 and December 31, 1996, the Company's total assets
were $1,184,711 and $598,190, respectively. The increase in total assets
reflects Organizational and Offering Expenses incurred and recorded as deferred
offering costs during the nine months ended September 30, 1997.
As of September 30, 1997, the Company owed the Advisor $892,046 for
certain Organizational and Offering Expenses it has incurred on behalf of the
Company, accounting and administrative services and Acquisition Fees. The
Advisor has agreed to pay all Organizational and Offering Expenses in excess of
three percent of the gross offering proceeds. In addition, as of September 30,
1997, the Company accrued $92,665 due to the Managing Dealer for Selling
Commissions and marketing support and due diligence expense reimbursement fees.
Due to anticipated low operating expenses, rental income expected to be
obtained from Properties after they are acquired, the fact that the Line of
Credit and Permanent Financing have not been obtained and that the Company has
not entered into Mortgage Loans or Secured Equipment Leases, management does not
believe that working capital reserves will be necessary at this time. Management
has the right to cause the Company to maintain reserves if, in their discretion,
they determine such reserves are required to meet the Company's working capital
needs.
As of January 14, 1998, the Company had not invested in any Assets nor
entered into any arrangements creating a reasonable probability that a Property
would be acquired by the Company or that a particular Mortgage Loan or Secured
Equipment Lease would be funded. The number of Properties to be acquired and
Mortgage Loans to be invested in will depend upon the amount of Net Offering
Proceeds and loan proceeds available to the Company. The number of Secured
Equipment Leases to be offered is currently undetermined, but the Company will
fund the Secured Equipment Leases with the proceeds from the Line of Credit or
Permanent Financing, and the Company has undertaken, consistent with its
objective of qualifying as a REIT for federal income tax purposes, to ensure
that the value of the Secured Equipment Leases, in the aggregate, will not
exceed 25% of the Company's total assets and that the value of the Secured
Equipment Leases to a single lessee, in the aggregate, will not exceed 5% of the
Company's total assets. In addition, the amount invested in Secured Equipment
Leases will not exceed 10% of the gross offering proceeds. Management is not
aware of any material trends, favorable or unfavorable, in either capital
resources or the outlook for long-term cash generation, nor does management
expect any material changes in the availability and relative cost of such
capital resources, other than as referred to in the Prospectus.
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Management expects that the cash to be generated from operations will
be adequate to pay operating expenses and to make Distributions to stockholders.
RESULTS OF OPERATIONS
No operations commenced until the Company received the minimum offering
proceeds of $2,500,000 on October 15, 1997.
There currently are no material changes being considered in the
objectives and policies of the Company as set forth in the Prospectus.
PRIOR PERFORMANCE INFORMATION
The information presented in this section represents the historical
experience of certain real estate programs organized by certain officers and
directors of the Advisor. PRIOR PUBLIC PROGRAMS HAVE INVESTED ONLY IN
RESTAURANT PROPERTIES AND HAVE NOT INVESTED IN HOTEL PROPERTIES. INVESTORS IN
THE COMPANY SHOULD NOT ASSUME THAT THEY WILL EXPERIENCE RETURNS, IF ANY,
COMPARABLE TO THOSE EXPERIENCED BY INVESTORS IN SUCH PRIOR PUBLIC REAL ESTATE
PROGRAMS. INVESTORS WHO PURCHASE SHARES IN THE COMPANY WILL NOT THEREBY ACQUIRE
ANY OWNERSHIP INTEREST IN ANY PARTNERSHIPS OR CORPORATIONS TO WHICH THE
FOLLOWING INFORMATION RELATES.
Two Directors of the Company, Robert A. Bourne and James M. Seneff,
Jr., individually or with others have served as general partners of 85 and 86
real estate limited partnerships, respectively, including the 18 publicly
offered CNL Income Fund limited partnerships, and as directors and officers of
CNL American Properties Fund, Inc., which purchased restaurant properties
similar to those to be acquired by the Company, listed in the table below. None
of these limited partnerships or the unlisted REIT has been audited by the IRS.
Of course, there is no guarantee that the Company will not be audited. Based on
an analysis of the operating results of the prior public programs, the
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management of these entities believe that each of such entities has met or is
meeting its principal investment objectives in a timely manner.
CNL Realty Corporation, which was organized as a Florida corporation in
November 1985 and whose sole stockholders are Messrs. Bourne and Seneff,
currently serves as the corporate general partner with Messrs. Bourne and Seneff
as individual general partners of 18 CNL Income Fund limited partnerships, all
of which were organized to invest in fast-food, family-style and, in the case of
two of the partnerships, casual dining restaurant properties and have investment
objectives similar to those of the Company. In addition, Messrs. Bourne and
Seneff currently serve as directors and officers of CNL American Properties
Fund, Inc., an unlisted public REIT, which was organized to invest in fast-food,
family-style and casual dining restaurant properties, mortgage loans and secured
equipment leases similar to those that the Company intends to invest in and has
investment objectives similar to those of the Company. As of June 30, 1997, the
18 partnerships and the unlisted REIT had raised a total of $826,252,689 from a
total of 59,630 investors, and had invested in 865 fast-food, family-style or
casual dining restaurant properties. Certain additional information relating to
the offerings and investment history of the 18 public partnerships and the
unlisted REIT is set forth below.
<TABLE>
<CAPTION>
Number of Date 90% of Net
Limited Proceeds Fully
Maximum Partnership Invested or
Name of Offering Units or Committed to
Entity Amount (1) Date Closed Shares Sold Investment (2)
- --------- ---------- ----------- ----------- --------------
<S> <C>
CNL Income $15,000,000 December 31, 1986 30,000 December 1986
Fund, Ltd. (30,000 units)
CNL Income $25,000,000 August 21, 1987 50,000 November 1987
Fund II, Ltd. (50,000 units)
CNL Income $25,000,000 April 29, 1988 50,000 June 1988
Fund III, Ltd. (50,000 units)
CNL Income $30,000,000 December 6, 1988 60,000 February 1989
Fund IV, Ltd. (60,000 units)
CNL Income $25,000,000 June 7, 1989 50,000 December 1989
Fund V, Ltd. (50,000 units)
CNL Income $35,000,000 January 19, 1990 70,000 May 1990
Fund VI, Ltd. (70,000 units)
CNL Income $30,000,000 August 1, 1990 30,000,000 January 1991
Fund VII, Ltd. (30,000,000 units)
CNL Income $35,000,000 March 7, 1991 35,000,000 September 1991
Fund VIII, Ltd. (35,000,000 units)
CNL Income $35,000,000 September 6, 1991 3,500,000 November 1991
Fund IX, Ltd. (3,500,000 units)
CNL Income $40,000,000 March 18, 1992 4,000,000 June 1992
Fund X, Ltd. (4,000,000 units)
CNL Income $40,000,000 September 28, 1992 4,000,000 September 1992
Fund XI, Ltd. (4,000,000 units)
CNL Income $45,000,000 March 15, 1993 4,500,000 July 1993
Fund XII, Ltd. (4,500,000 units)
</TABLE>
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<TABLE>
<S> <C>
CNL Income $40,000,000 August 26, 1993 4,000,000 August 1993
Fund XIII, Ltd. (4,000,000 units)
CNL Income $45,000,000 February 22, 1994 4,500,000 May 1994
Fund XIV, Ltd. (4,500,000 units)
CNL Income $40,000,000 September 1, 1994 4,000,000 December 1994
Fund XV, Ltd. (4,000,000 units)
CNL Income $45,000,000 June 12, 1995 4,500,000 August 1995
Fund XVI, Ltd. (4,500,000 units)
CNL Income $30,000,000 September 19, 1996 3,000,000 December 1996
Fund XVII, Ltd. (3,000,000 units)
CNL Income $35,000,000 (3) (3) (3)
Fund XVIII, Ltd. (3,500,000 units)
CNL American $425,000,000 (4) (4) (4)
Properties Fund, (42,500,000 shares)
Inc. (5)
</TABLE>
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(1) The amount stated includes the exercise by the general partners of each
partnership of their option to increase by $5,000,000 the maximum size of
the offering of CNL Income Fund, Ltd., CNL Income Fund II, Ltd., CNL Income
Fund III, Ltd., CNL Income Fund IV, Ltd., CNL Income Fund VI, Ltd., CNL
Income Fund VIII, Ltd., CNL Income Fund X, Ltd., CNL Income Fund XII, Ltd.,
CNL Income Fund XIV, Ltd., CNL Income Fund XVI, Ltd, and CNL Income Fund
XVIII, Ltd.
(2) For a description of the property acquisitions by these entities, see
the table set forth on the following page.
(3) As of June 30, 1997, CNL Income Fund XVIII, Ltd., which is offering a
maximum of 3,500,000 limited partnership units ($35,000,000), had received
subscriptions totalling $22,192,212 (2,219,221 units). As of such date, CNL
Income Fund XVIII, Ltd. had purchased 17 properties.
(4) As of June 30, 1997, CNL American Properties Fund, Inc., which had
completed its initial offering of 15,000,000 shares of common stock
($150,000,000) and was in the process of offering a maximum of $25,000,000
shares of common stock ($250,000,000), excluding 2,500,000 shares
($25,000,000) available to investors participating in the reinvestment
plan, through a follow-on offering, had received subscriptions totalling
$223,843,177 (22,384,318 shares). As of such date, CNL American Properties
Fund, Inc. had purchased 174 properties and had provided $17,047,000 in
mortgage loans and $5,101,303 in secured equipment financing.
(5) On February 6, 1997, CNL American Properties Fund, Inc. completed its
initial offering upon receipt of subscriptions totalling $150,591,765
(15,059,177 shares), including $591,765 (59,177 shares) through the
reinvestment plan. Following the completion of the initial offering on
February 6, 1997, CNL American Properties Fund, Inc. commenced a subsequent
offering of up to 27,500,000 shares of common stock.
As of June 30, 1997, Mr. Seneff and Mr. Bourne, directly or through
affiliated entities, also had served as joint general partners of 67 nonpublic
real estate limited partnerships. The offerings of 65 of these 67 nonpublic
limited partnerships had terminated as of June 30, 1997. These 65 partnerships
raised a total of $166,969,266 from approximately 4,180 investors, and
purchased, directly or through participation in a joint venture or limited
partnership, interests in a total of 203 projects as of June 30, 1997. These 203
projects consist of 19 apartment projects (comprising 11% of the total amount
raised by all 65 partnerships), 13 office buildings (comprising 5% of the total
amount raised by all 65 partnerships), 157 fast-food, family-style or casual
dining restaurant property and business investments (comprising 68% of the total
amount raised by all 65 partnerships), one condominium development (comprising
.5% of the total amount raised by all 65 partnerships), four hotels/motels
(comprising 5% of the total amount raised by all 65 partnerships), seven
commercial/retail properties (comprising 10% of the total amount raised by all
65 partnerships), and two tracts of undeveloped land (comprising .5% of the
total amount raised by all 65 partnerships). The offering of the two remaining
nonpublic limited partnerships (offerings aggregating $16,750,000) had raised
$9,700,000 from 201 investors (approximately 57.9% of the total offering amount)
as of June 30, 1997.
Mr. Bourne also has served, without Mr. Seneff, as a general partner of
one additional nonpublic real estate limited partnership program which raised a
total of $600,000 from 13 investors and purchased, through participation in a
limited partnership, one apartment building located in Georgia with a purchase
price of $1,712,000.
Mr. Seneff also has served, without Mr. Bourne, as a general partner of
two additional nonpublic real estate limited partnerships which raised a total
of $240,000 from 12 investors and purchased two office buildings with an
aggregate purchase price of $928,390. Both of the office buildings are located
in Florida.
Of the 85 real estate limited partnerships whose offerings had closed
as of June 30, 1997 (including 17 CNL Income Fund limited partnerships) in which
Mr. Seneff and/or Mr. Bourne serve or have served as general partners in the
past, 35 invested in restaurant properties leased on a "triple-net" basis,
including six which also invested in franchised restaurant businesses
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(accounting for approximately 93% of the total amount raised by all 85 real
estate limited partnerships).
The following table sets forth summary information, as of June 30,
1997, regarding property acquisitions by the 18 limited partnerships and the one
unlisted REIT that, either individually or through a joint venture or
partnership arrangement, acquired restaurant properties and that have investment
objectives similar to those of the Company.
<TABLE>
<CAPTION>
Name of Type of Method of Type of
Entity Property Location Financing Program
- ------- -------- --------- --------- -------
<S> <C>
CNL Income 20 fast-food or AL, AZ, CA, FL, All cash Public
Fund, Ltd. family-style GA, LA, MD, OK,
restaurants TX, VA
CNL Income 44 fast-food or AL, AZ, CO, FL, All cash Public
Fund II, Ltd. family-style GA, IL, IN, LA, MI,
restaurants MN, MO, NC, NM,
OH, TX, WY
CNL Income 33 fast-food or AZ, CA, FL, GA, All cash Public
Fund III, Ltd. family-style IA, IL, IN, KS, KY,
restaurants MD, MI, MN, MO,
NC, NE, OK, TX
CNL Income 45 fast-food or AL, DC, FL, GA, All cash Public
Fund IV, Ltd. family-style IL, IN, KS, MA,
restaurants MD, MI, MS, NC,
OH, PA, TN, TX,
VA
CNL Income 30 fast-food or FL, GA, IL, IN, MI, All cash Public
Fund V, Ltd. family-style NH, NY, OH, SC,
restaurants TN, TX, UT, WA
CNL Income 48 fast-food or AR, AZ, FL, GA, All cash Public
Fund VI, Ltd. family-style IN, MA, MI, MN,
restaurants NC, NE, NM, NY,
OH, OK, PA, TN,
TX, VA, WY
CNL Income 47 fast-food or AZ, CO, FL, GA, All cash Public
Fund VII, Ltd. family-style IN, LA, MI, MN,
restaurants OH, SC, TN, TX,
UT, WA
CNL Income 42 fast-food or AZ, FL, IN, LA, All cash Public
Fund VIII, Ltd. family-style MI, MN, NC, NY,
restaurants OH, TN, TX, VA
CNL Income 42 fast-food or AL, FL, GA, IL, IN, All cash Public
Fund IX, Ltd. family-style LA, MI, MN, MS,
restaurants NC, NH, NY, OH,
SC, TN, TX
CNL Income 49 fast-food or AL, CA, CO, FL, All cash Public
Fund X, Ltd. family-style ID, IL, LA, MI,
restaurants MO, MT, NC, NH,
NM, NY, OH, PA,
SC, TN, TX
CNL Income 40 fast-food or AL, AZ, CA, CO, All cash Public
Fund XI, Ltd. family-style CT, FL, KS, LA,
restaurants MA, MI, MS, NC,
NH, NM, OH, OK,
PA, SC, TX, VA,
WA
CNL Income 49 fast-food or AL, AZ, CA, FL, All cash Public
Fund XII, Ltd. family-style GA, LA, MO, MS,
restaurants NC, NM, OH, SC,
TN, TX, WA
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CNL Income 49 fast-food or AL, AR, AZ, CA, All cash Public
Fund XIII, Ltd. family-style CO, FL, GA, IN,
restaurants KS, LA, MD, NC,
OH, PA, SC, TN,
TX, VA
CNL Income 62 fast-food or AL, AZ, CO, FL, All cash Public
Fund XIV, Ltd. family-style GA, KS, LA, MN,
restaurants MO, MS, NC, NJ,
NV, OH, SC, TN,
TX, VA
CNL Income 54 fast-food or AL, CA, FL, GA, All cash Public
Fund XV, Ltd. family-style KS, KY, MN, MO,
restaurants MS, NC, NJ, NM,
OH, OK, PA, SC,
TN, TX, VA
CNL Income 44 fast-food or AZ, CA, CO, DC, All cash Public
Fund XVI, Ltd. family-style FL, GA, ID, IN, KS,
restaurants MN, MO, NC, NM,
NV, OH, TN, TX,
UT, WI
CNL Income 27 fast-food, CA, FL, GA, IL, IN, All cash Public
Fund XVII, Ltd. family-style or MI, NC, NV, OH,
casual dining SC, TN, TX
restaurants
CNL Income 17 fast-food, CA, GA, KY, MD, All cash Public
Fund XVIII, Ltd. family-style or MN, NC, NV, OH,
casual dining TN, TX
restaurants
CNL American 174 fast-food, AL, AZ, CA, CO, All cash Public
Properties Fund, Inc. family-style or DE, FL, GA, IA, ID,
casual dining IL, IN, KY, MD,
restaurants MI, MN, MO, NC,
NE, NM, NV, OH,
OK, OR, PA, TN,
TX, UT, VA, WA,
WV
</TABLE>
A more detailed description of the acquisitions by real estate limited
partnerships and the unlisted REIT sponsored by Messrs. Bourne and Seneff is set
forth in prior performance Table VI, included in Part II of the registration
statement filed with the Securities and Exchange Commission for this offering. A
copy of Table VI is available to stockholders from the Company upon request,
free of charge. In addition, upon request to the Company, the Company will
provide, without charge, a copy of the most recent Annual Report on Form 10-K
filed with the Securities and Exchange Commission for CNL Income Fund, Ltd., CNL
Income Fund II, Ltd., CNL Income Fund III, Ltd., CNL Income Fund IV, Ltd., CNL
Income Fund V, Ltd., CNL Income Fund VI, Ltd., CNL Income Fund VII, Ltd., CNL
Income Fund VIII, Ltd., CNL Income Fund IX, Ltd., CNL Income Fund X, Ltd., CNL
Income Fund XI, Ltd., CNL Income Fund XII, Ltd., CNL Income Fund XIII, Ltd., CNL
Income Fund XIV, Ltd., CNL Income Fund XV, Ltd., CNL Income Fund XVI, Ltd., CNL
Income Fund XVII, Ltd., CNL Income Fund XVIII, and CNL American Properties Fund,
Inc., as well as a copy, for a reasonable fee, of the exhibits filed with such
reports.
In order to provide potential purchasers of Shares in the Company with
information to enable them to evaluate the prior experience of the Messrs.
Seneff and Bourne as general partners of real estate limited partnerships and as
directors and officers of the unlisted REIT, including those set forth in the
foregoing table, certain financial and other information concerning those
limited partnerships and the unlisted REIT with investment objectives similar to
one or more of the Company's investment objectives is provided in the Prior
Performance Tables included as Exhibit C. Information about the previous public
partnerships and the unlisted REIT, the offerings of which became fully
subscribed between July 1992 and June 1997, is included therein. Potential
stockholders are encouraged to examine the Prior Performance Tables attached as
Exhibit C (in Table III), which include information as to the operating results
of these prior entities, for more detailed information concerning the experience
of Messrs. Seneff and Bourne.
-9-
<PAGE>
DISTRIBUTION POLICY
GENERAL
In order to qualify as a REIT for federal income tax purposes, among
other things, the Company must make distributions each taxable year (not
including any return of capital for federal income tax purposes) equal to at
least 95% of its real estate investment trust taxable income, although the Board
of Directors, in its discretion, may increase that percentage as it deems
appropriate. See "Federal Income Tax Considerations - Taxation of the Company
Distribution Requirements." The declaration of Distributions is within the
discretion of the Board of Directors and depends upon the Company's
distributable funds, current and projected cash requirements, tax considerations
and other factors.
DISTRIBUTIONS
The following table reflects the total Distributions and Distributions
per Share declared by the Company for each month since the Company commenced
operations.
Total Distributions
Month Distributions Per Share
- ----- ------------- --------------
November 1997 $10,757 $0.025000
December 1997 19,018 0.025000
January 1998 28,814 0.025000
The Company intends to make regular Distributions to stockholders. The
payment of Distributions commenced in December 1997. Distributions will be made
to those stockholders who are stockholders as of the record date selected by the
Directors. Distributions will be declared monthly during the offering period,
declared monthly during any subsequent offering, paid on a quarterly basis
during an offering period, and declared and paid quarterly thereafter. The
Company is required to distribute annually at least 95% of its real estate
investment trust taxable income to maintain its objective of qualifying as a
REIT. Generally, income distributed will not be taxable to the Company under
federal income tax laws if the Company complies with the provisions relating to
qualification as a REIT. If the cash available to the Company is insufficient to
pay such Distributions, the Company may obtain the necessary funds by borrowing,
issuing new securities, or selling assets. These methods of obtaining funds
could affect future Distributions by increasing operating costs. To the extent
that Distributions to stockholders exceed earnings and profits, such amounts
constitute a return capital for federal income tax purposes, although such
Distributions will not reduce stockholders' aggregate Invested Capital.
Distributions in kind shall not be permitted, except for distributions of
readily marketable securities; distributions of beneficial interests in a
liquidating trust established for the dissolution of the Company and the
liquidation of its assets in accordance with the terms of the Articles of
Incorporation; or distributions of in-kind property as long as the Directors (i)
advise each stockholder of the risks associated with direct ownership of the
property; (ii) offer each stockholder the election of receiving in-kind property
distributions; and (iii) distribute in-kind property only to those stockholders
who accept the Directors' offer. No amounts distributed to stockholders as of
January 14, 1998, are required to be or have been treated by the Company as a
return of capital for purposes of calculating the stockholders' return on their
Invested Capital.
Distributions will be made at the discretion of the Directors,
depending primarily on net cash from operations (which includes cash received
from tenants except to the extent that such cash represents a return of
principal in regard to the lease of a Property consisting of building only,
distributions from joint ventures, and interest income from lessees of Equipment
and borrowers under Mortgage Loans, less expenses paid) and the general
financial condition of the Company, subject to the obligation of the Directors
to cause the Company to qualify and remain qualified as a REIT for federal
income tax purposes. The Company intends to increase Distributions in accordance
with increases in net cash from operations.
-11-
<PAGE>
ADDENDUM TO
EXHIBIT B
FINANCIAL INFORMATION
-------------------------------------
THE UPDATED UNAUDITED FINANCIAL
STATEMENTS OF CNL AMERICAN REALTY
FUND, INC. CONTAINED IN THIS ADDENDUM
SHOULD BE READ IN CONJUNCTION WITH
EXHIBIT B TO THE ATTACHED PROSPECTUS,
DATED JULY 9, 1997.
-------------------------------------
<PAGE>
INDEX TO FINANCIAL STATEMENTS
CNL AMERICAN REALTY FUND, INC.
(A Development Stage Maryland Corporation)
Page
----
Financial Statements:
Balance Sheets at September 30, 1997 (unaudited) and
December 31, 1996 B-1
Statements of Stockholder's Equity for the nine months
ended September 30, 1997 (unaudited) and the period
June 12, 1996 (date of inception) through
December 31, 1996 B-2
Notes to Financial Statements B-3
<PAGE>
CNL AMERICAN REALTY FUND, INC.
(A Development Stage Maryland Corporation)
BALANCE SHEETS
September 30, December 31,
ASSETS 1997 1996
------------- ------------
Cash $ 2,016 $ 2,084
Deferred offering costs 1,130,571 596,106
Other assets 52,124 -
---------- ----------
$1,184,711 $ 598,190
========== ==========
LIABILITIES AND
STOCKHOLDER'S EQUITY
Accrued offering costs:
Due to related parties $ 984,711 $ 386,561
Due to others - 11,629
---------- ----------
984,711 398,190
---------- ----------
Stockholder's equity:
Preferred stock, without par
value. Authorized and unissued
3,000,000 shares in 1997 - -
Excess shares, $.01 par value
per share. Authorized and
unissued 63,000,000 shares in
1997 - -
Common stock, $.01 par value per
share. Authorized 60,000,000
and 100,000 shares, respectively,
issued and outstanding 20,000
shares 200 200
Capital in excess of par value 199,800 199,800
---------- ----------
200,000 200,000
---------- ----------
$1,184,711 $ 598,190
========== ==========
See accompanying notes to financial statements.
B-1
<PAGE>
CNL AMERICAN REALTY FUND, INC.
(A Development Stage Maryland Corporation)
STATEMENTS OF STOCKHOLDER'S EQUITY
Nine Months Ended September 30, 1997 and
June 12, 1996 (Date of Inception)
through December 31, 1996
<TABLE>
<CAPTION>
Common stock
------------ Capital in
Number Par excess of
of shares value par value Total
--------- ------------ ---------- -----
<S><C>
Balance, June 12, 1996
(Date of Inception) - $ - $ - $ -
Cash received from sale of
common stock to related
party 20,000 200 199,800 200,000
-------- ------ ---------- ----------
Balance, December 31, 1996 20,000 200 199,800 200,000
Subscriptions received for
common stock through public
offering 115,830 1,158 1,157,142 1,158,300
Subscriptions held in escrow
at September 30, 1997 (115,830) (1,158) (1,157,142) (1,158,300)
-------- ------ ---------- ----------
Balance, September 30, 1997 20,000 $ 200 $ 199,800 $ 200,000
======== ====== ========== ==========
</TABLE>
See accompanying notes to financial statements.
B-2
<PAGE>
CNL AMERICAN REALTY FUND, INC.
(A Development Stage Maryland Corporation)
NOTES TO FINANCIAL STATEMENTS
Quarter and Nine Months Ended September 30, 1997 and
June 12, 1996 (Date of Inception)
through December 31, 1996
1. Significant Accounting Policies:
--------------------------------
Organization and Nature of Business - CNL American Realty Fund, Inc.
(the "Company") was organized in Maryland on June 12, 1996. The Company
intends to invest the proceeds from its public offering, after
deducting offering expenses, in hotel properties to be leased to
operators of national and regional limited service, extended stay and
full service hotel chains (the "Hotel Chains") and in restaurant
properties to be leased to operators of selected national and regional
fast-food, family-style and casual dining restaurant chains (the
"Restaurant Chains"). The Company may also provide mortgage financing
(the "Mortgage Loans"). The Company also intends to offer furniture,
fixture and equipment financing ("Secured Equipment Leases") to
operators of Hotel Chains and Restaurant Chains.
As of September 30, 1997 the Company was in the development stage and
had not begun operations.
Income Taxes - The Company intends to make an election to be taxed as a
real estate investment trust ("REIT") under Sections 856 through 860 of
the Internal Revenue Code of 1986, as amended, commencing with its
taxable year ending December 31, 1997. If the Company qualifies for
taxation as a REIT, the Company generally will not be subject to
federal corporate income tax to the extent it distributes its REIT
taxable income to its stockholders, so long as it distributes at least
95 percent of its REIT taxable income. REITs are subject to a number of
other organizational and operational requirements. Even if the Company
qualifies for taxation as a REIT, it may be subject to certain state
and local taxes on its income and property, and federal income and
excise taxes on its undistributed income.
Basis of Presentation - The accompanying unaudited financial statements
have been prepared in accordance with the instructions to Form 10-Q and
do not include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of management, necessary to a fair statement
of the results for the interim period presented.
B-3
<PAGE>
CNL AMERICAN REALTY FUND, INC.
(A Development Stage Maryland Corporation)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Quarter and Nine Months Ended September 30, 1997 and
June 12, 1996 (Date of Inception)
through December 31, 1996
2. Public Offering:
----------------
The Company has filed a currently effective registration statement on
Form S-11 with the Securities and Exchange Commission.
A maximum of 16,500,000 shares ($165,000,000) may be sold, including
1,500,000 shares ($15,000,000) which is available only to stockholders
who elect to participate in the Company's reinvestment plan. The
Company has adopted a reinvestment plan pursuant to which stockholders
may elect to have the full amount of their cash distributions from the
Company reinvested in additional shares of common stock of the Company.
As of September 30, 1997, the Company had received subscription
proceeds of $1,158,300 (115,830 shares), of which $1,036,050 and
$122,250 (representing funds from Pennsylvania investors) are being
held in escrow until the Company receives aggregate subscription
proceeds of at least $2,500,000 and $8,250,000, respectively, from this
offering.
3. Deferred Offering Costs:
------------------------
The Company has and will continue to incur certain costs in connection
with the offering, including filing fees, legal, accounting, marketing
and printing costs and escrow fees, which will be deducted from the
gross proceeds of the offering. Certain preliminary costs incurred have
been and will be advanced by an affiliate of the Company. CNL Real
Estate Advisors, Inc., the advisor to the Company, has agreed to pay
all organizational and offering expenses which exceed three percent of
the gross offering proceeds received from the sale of shares of the
Company.
As of September 30, 1997, the Company had incurred $1,130,571 in
organizational and offering costs which has been treated as deferred
offering costs. Once the Company receives the minimum amount of
subscriptions, the deferred offering costs will be charged to the
stockholders' capital accounts subject to the three percent cap
described above.
4. Capitalization:
---------------
In July 1997, the Company amended its Articles of Incorporation to
increase the number of authorized shares of capital stock from 100,000
shares to 126,000,000 shares (consisting of 60,000,000 common shares,
3,000,000 preferred shares and 63,000,000 excess shares).
B-4
<PAGE>
CNL AMERICAN REALTY FUND, INC.
(A Development Stage Maryland Corporation)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Quarter and Nine Months Ended September 30, 1997 and
June 12, 1996 (Date of Inception)
through December 31, 1996
5. Related Party Transactions:
---------------------------
Certain affiliates of the Company will receive fees and compensation in
connection with the offering, and the acquisition, management, and sale
of the assets of the Company.
On June 12, 1996 (date of inception), CNL Fund Advisors, Inc.
contributed $200,000 in cash to the Company and became its sole
stockholder. In February 1997, CNL Real Estate Advisors, Inc.
purchased the Company's outstanding common stock from CNL Fund
Advisors, Inc. and became the sole stockholder of the Company.
CNL Securities Corp. is entitled to receive commissions amounting to
7.5% of the total amount raised from the sale of shares for services in
connection with the offering of shares, a substantial portion of which
($81,081) will be paid as commissions to other broker-dealers. As of
September 30, 1997, $86,873 of such fees had been incurred.
In addition, CNL Securities Corp. is entitled to receive a marketing
support and due diligence expense reimbursement fee equal to 0.5% of
the total amount raised from the sale of shares, a portion of which may
be reallowed to other broker-dealers. As of September 30, 1997, $5,792
of such fees had been incurred.
CNL Securities Corp. will also receive a soliciting dealer servicing
fee payable annually by the Company beginning on December 31 of the
year following the year in which the offering is completed in the
amount of 0.20% of the stockholders' investment in the Company. As of
September 30, 1997, no such fees had been incurred.
CNL Real Estate Advisors, Inc. is entitled to receive acquisition fees
for services in finding, negotiating the leases of and acquiring
properties on behalf of the Company equal to 4.5% of the total amount
raised from the sale of shares. As of September 30, 1997, $52,124 of
such fees had been incurred. This amount is included in other assets at
September 30, 1997.
B-5
<PAGE>
CNL AMERICAN REALTY FUND, INC.
(A Development Stage Maryland Corporation)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Quarter and Nine Months Ended September 30, 1997 and
June 12, 1996 (Date of Inception)
through December 31, 1996
5. Related Party Transactions - Continued:
---------------------------------------
During the quarter and nine months ended September 30, 1997, CNL Real
Estate Advisors, Inc. and its affiliates provided accounting and
administrative services to the Company, primarily in connection with
the registration of the offering, totalling $54,505 and $92,657,
respectively, which are included in deferred offering costs.
The amounts due to related parties consisted of the following at:
September 30, December 31,
1997 1996
------------- ------------
Due to CNL Securities Corp.:
Commissions $ 86,873 $ -
Marketing support and due
diligence expense reim-
bursement fee 5,792 -
-------- --------
92,665 -
-------- --------
Due to CNL Real Estate Advisors,
Inc.:
Expenditures incurred for
organizational and offering
expenses on behalf of the
Company 718,600 357,896
Accounting and administrative
services 121,322 28,665
Acquisition fees 52,124 -
-------- --------
892,046 386,561
-------- --------
$984,711 $386,561
======== ========
6. Subsequent Event:
-----------------
As of October 15, 1997, the Company had received aggregate subscription
proceeds of $2,774,580, which exceeded the minimum offering amount of
$2,500,000, and $2,652,330 of the funds (which excluded all funds
received from Pennsylvania investors) were released from escrow. As of
October 21, 197, the Company had received total subscription proceeds
of $3,276,100.
B-6
<PAGE>
ADDENDUM TO
EXHIBIT C
PRIOR PERFORMANCE TABLES
THE FOLLOWING INFORMATION UPDATES AND REPLACES THE CORRESPONDING INFORMATION IN
EXHIBIT C TO THE ATTACHED PROSPECTUS, DATED JULY 9, 1997.
<PAGE>
EXHIBIT C
PRIOR PERFORMANCE TABLES
The information in this Exhibit C contains certain relevant summary
information concerning certain prior public programs sponsored by two of the
Company's principals (who also serve as the Chairman of the Board and President
of the Company) and their Affiliates (the "Prior Public Programs") which like
the Company, were formed to invest in restaurant properties leased on a
triple-net basis to operators of national and regional fast-food and
family-style restaurant chains similar to those in which the Company may invest.
No Prior Public Programs sponsored by the Company's Affiliates have invested in
hotel properties leased on a triple-net basis to operators of national and
regional limited-service, extended-stay and full-service hotel chains.
A more detailed description of the acquisitions by the Prior Public
Programs is set forth in Part II of the registration statement filed with the
Securities and Exchange Commission for this Offering and is available from the
Company upon request, without charge. In addition, upon request to the Company,
the Company will provide, without charge, a copy of the most recent Annual
Report on Form 10-K filed with the Securities and Exchange Commission for CNL
Income Fund, Ltd., CNL Income Fund II, Ltd., CNL Income Fund III, Ltd., CNL
Income Fund IV, Ltd., CNL Income Fund V, Ltd., CNL Income Fund VI, Ltd., CNL
Income Fund VII, Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund IX, Ltd., CNL
Income Fund X, Ltd., CNL Income Fund XI, Ltd., CNL Income Fund XII, Ltd., CNL
Income Fund XIII, Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund XV, Ltd., CNL
Income Fund XVI, Ltd., CNL Income Fund XVII, Ltd., CNL Income Fund XVIII, Ltd.,
and CNL American Properties Fund, Inc., as well as a copy, for a reasonable fee,
of the exhibits filed with such reports.
The investment objectives of the Prior Public Programs generally
include preservation and protection of capital, the potential for increased
income and protection against inflation, and potential for capital appreciation,
all through investment in restaurant properties. In addition, the investment
objectives of the Prior Public Programs included making partially tax-sheltered
distributions.
STOCKHOLDERS SHOULD NOT CONSTRUE INCLUSION OF THE FOLLOWING TABLES AS
IMPLYING THAT THE COMPANY WILL HAVE RESULTS COMPARABLE TO THOSE REFLECTED IN
SUCH TABLES. DISTRIBUTABLE CASH FLOW, FEDERAL INCOME TAX DEDUCTIONS, OR OTHER
FACTORS COULD BE SUBSTANTIALLY DIFFERENT. STOCKHOLDERS SHOULD NOTE THAT, BY
ACQUIRING SHARES IN THE COMPANY, THEY WILL NOT BE ACQUIRING ANY INTEREST IN ANY
PRIOR PUBLIC PROGRAMS.
Description of Tables
The following Tables are included herein:
Table I - Experience in Raising and Investing Funds
Table II - Compensation to Sponsor
Table III - Operating Results of Prior Programs
Table V - Sales or Disposal of Properties
Unless otherwise indicated in the Tables, all information contained in
the Tables is as of June 30, 1997. The following is a brief description of the
Tables:
Table I - Experience in Raising and Investing Funds
Table I presents information on a percentage basis showing the
experience of two of the principals of the Company and their Affiliates in
raising and investing funds for the Prior Public Programs, the offerings of
which became fully subscribed between July 1992 and June 1997.
C-1
<PAGE>
The Table sets forth information on the offering expenses incurred and
amounts available for investment expressed as a percentage of total dollars
raised. The Table also shows the percentage of property acquisition cost
leveraged, the date the offering commenced, and the time required to raise funds
for investment.
Table II - Compensation to Sponsor
Table II provides information, on a total dollar basis, regarding
amounts and types of compensation paid to the general partners of the Prior
Public Programs.
The Table indicates the total offering proceeds and the portion of such
offering proceeds paid or to be paid to two of the principals of the Company and
their Affiliates in connection with the Prior Public Programs, the offerings of
which became fully subscribed between July 1992 and June 1997. The Table also
shows the amounts paid to two of the principals of the Company and their
Affiliates from cash generated from operations and from cash generated from
sales or refinancing by each of the Prior Public Programs on a cumulative basis
commencing with inception and ending June 30, 1997.
Table III - Operating Results of Prior Programs
Table III presents a summary of operating results for the period from
inception through June 30, 1997, of the Prior Public Programs, the offerings of
which became fully subscribed between July 1992 and June 1997.
The Table includes a summary of income or loss of the Prior Public
Programs, which are presented on the basis of generally accepted accounting
principles ("GAAP"). The Table also shows cash generated from operations, which
represents the cash generated from operations of the properties of the Prior
Public Programs, as distinguished from cash generated from other sources
(special items). The section of the Table entitled "Special Items" provides
information relating to cash generated from or used by items which are not
directly related to the operations of the properties of the Prior Public
Programs, but rather are related to items of a partnership nature. These items
include proceeds from capital contributions of limited partners and
disbursements made from these sources of funds, such as syndication and
organizational costs, acquisition of the properties and other costs which are
related more to the organization of the partnership and the acquisition of
properties than to the actual operations of the partnerships.
The Table also presents information pertaining to investment income,
returns of capital on a GAAP basis, cash distributions from operations, sales
and refinancing proceeds expressed in total dollar amounts as well as
distributions and tax results on a per $1,000 investment basis.
Table IV - Results of Completed Programs
Table IV is omitted from this Exhibit C because none of the directors
of the Company or their Affiliates has been involved in completed programs which
made investments similar to those of the Company.
Table V - Sales or Disposal of Properties
Table V provides information regarding the sale or disposal of
properties owned by the Prior Public Programs between July 1992 and June 30,
1997.
The Table includes the selling price of the property, the cost of the
property, the date acquired and the date of sale.
C-2
<PAGE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
<TABLE>
<CAPTION>
CNL Income CNL Income CNL Income CNL Income
Fund XI, Fund XII, Fund XIII, Fund XIV,
Ltd. Ltd. Ltd. Ltd.
---------- ---------- ---------- ----------
<S><C>
Dollar amount offered $40,000,000 $45,000,000 $40,000,000 $45,000,000
=========== =========== =========== ===========
Dollar amount raised 100.0% 100.0% 100.0% 100.0%
----------- ----------- ----------- -----------
Less offering expenses:
Selling commissions
and discounts (8.5) (8.5) (8.5) (8.5)
Organizational expenses (3.0) (3.0) (3.0) (3.0)
Marketing support and
due diligence expense
reimbursement fees
(includes amounts
reallowed to
unaffiliated
entities) (0.5) (0.5) (0.5) (0.5)
----------- ----------- ----------- -----------
(12.0) (12.0) (12.0) (12.0)
----------- ----------- ----------- -----------
Reserve for operations -- -- -- --
----------- ----------- ----------- ----------
Percent available for
investment 88.0% 88.0% 88.0% 88.0%
=========== =========== =========== ===========
Acquisition costs:
Cash down payment 83.0% 83.0% 82.5% 82.5%
Acquisition fees paid
to affiliates 5.0 5.0 5.5 5.5
Loan costs -- -- -- --
----------- ----------- ----------- ----------
Total acquisition costs 88.0% 88.0% 88.0% 88.0%
=========== =========== =========== ===========
Percent leveraged
(mortgage financing
divided by total
acquisition costs) -- -- -- --
Date offering began 3/18/92 9/29/92 3/31/93 8/27/93
Length of offering (in
months) 6 6 5 6
Months to invest 90% of
amount available for
investment measured
from date of offering 6 11 10 11
</TABLE>
Note 1: Pursuant to a Registration Statement on Form S-11 under the Securities
Act of 1933, as amended, effective March 29, 1995, CNL American
Properties Fund, Inc. registered for sale $165,000,000 of shares of
common stock (the "Initial Offering of Shares"). The Initial Offering
of Shares of CNL American Properties Fund, Inc. commenced April 19,
1995, and upon completion of the Initial Offering of Shares on February
6, 1997, had received subscription proceeds of $150,591,765 (15,059,177
shares), including $591,765 (59,177 shares) issued pursuant to the
Reinvestment Plan. Pursuant to a Registration Statement on Form S-11
under the Securities Act of 1933, as amended, effective January 31,
1997, CNL American Properties Fund, Inc. registered for sale
$275,000,000 of shares of common stock (the "1997 Offering of Shares").
The 1997 Offering of Shares of CNL American Properties Fund, Inc.
commenced following the completion of the Initial Offering of Shares on
February 6, 1997.
Note 2: Pursuant to a Registration Statement on Form S-11 under the
Securities Act of 1933, as amended, effective August 11, 1995, CNL
Income Fund XVII, Ltd. and CNL Income Fund XVIII, Ltd. each registered
for sale $30,000,000 of units of limited partnership interest (the
"Units"). The offering of Units of CNL Income Fund XVII, Ltd. commenced
September 2, 1995. Pursuant to the Registration Statement, the offering
of Units of CNL Income Fund XVIII, Ltd. could not commence until the
offering of Units of CNL Income Fund XVII, Ltd.
C-3
<PAGE>
<TABLE>
<CAPTION>
CNL Income CNL Income CNL American CNL Income CNL Income
Fund XV, Fund XVI, Properties Fund, Fund XVII, Fund XVIII,
Ltd. Ltd. Inc. Ltd. Ltd.
---------- ---------- ---------------- ---------- -----------
(Note 1) (Note 2)
<S><C>
Dollar amount offered $40,000,000 $45,000,000 $150,591,765 $30,000,000
=========== =========== ============ ===========
Dollar amount raised 100.0% 100.0% 91.3% 100.0%
----------- ----------- ------------ -----------
Less offering expenses:
Selling commissions
and discounts (8.5) (8.5) (7.5) (8.5)
Organizational expenses (3.0) (3.0) (3.0) (3.0)
Marketing support and
due diligence expense
reimbursement fees
(includes amounts
reallowed to
unaffiliated
entities) (0.5) (0.5) (0.5) (0.5)
----------- ----------- ------------ -----------
(12.0) (12.0) (11.0) (12.0)
----------- ----------- ------------ -----------
Reserve for operations -- -- -- --
----------- ----------- ------------ -----------
Percent available for
investment 88.0% 88.0% 89.0% 88.0%
=========== =========== ============ ===========
Acquisition costs:
Cash down payment 82.5% 82.5% 84.5% 83.5%
Acquisition fees paid
to affiliates 5.5 5.5 4.5 4.5
Loan costs -- -- -- --
----------- ----------- ------------ -----------
Total acquisition costs 88.0% 88.0% 89.0% 88.0%
=========== =========== ============ ===========
Percent leveraged
(mortgage financing
divided by total
acquisition costs) -- -- -- --
Date offering began 2/23/94 9/02/94 4/19/95 9/02/95
Length of offering (in 6 9 22 12
months)
Months to invest 90% of
amount available for
investment measured 10 11 23 15
from date of offering
</TABLE>
had terminated. CNL Income Fund XVII, Ltd. terminated its offering of Units on
September 19, 1996, at which time subscriptions for an aggregate 3,000,000 Units
($30,000,000) had been received. Upon the termination of the offering of
Units of CNL Income Fund XVII, Ltd., CNL Income Fund XVIII, Ltd. commenced its
offering to the public of 3,500,000 Units ($35,000,000).
C-4
<PAGE>
TABLE II
COMPENSATION TO SPONSOR
<TABLE>
<CAPTION>
CNL Income CNL Income CNL Income CNL Income
Fund XI, Fund XII, Fund XIII, Fund XIV,
Ltd. Ltd. Ltd. Ltd.
---------- ---------- ---------- ----------
<S><C>
Date offering commenced 3/18/92 9/29/92 3/31/93 8/27/93
Dollar amount raised $40,000,000 $45,000,000 $40,000,000 $45,000,000
=========== =========== =========== ===========
Amount paid to sponsor from
proceeds of offering:
Selling commissions and
discounts 3,400,000 3,825,000 3,400,000 3,825,000
Real estate commissions - - - -
Acquisition fees 2,000,000 2,250,000 2,200,000 2,475,000
Marketing support and
due diligence expense
reimbursement fees
(includes amounts
reallowed to
unaffiliated entities) 200,000 225,000 200,000 225,000
----------- ----------- ----------- -----------
Total amount paid to sponsor 5,600,000 6,300,000 5,800,000 6,525,000
=========== =========== =========== ===========
Dollar amount of cash generated
from operations before
deducting payments to
sponsor:
1997 (6 months) 1,841,174 1,981,123 1,708,175 1,856,053
1996 3,734,852 4,089,655 3,494,528 3,841,163
1995 3,758,271 3,928,473 3,482,461 3,823,939
1994 3,574,474 3,933,486 3,232,046 2,897,432
1993 3,434,512 3,320,549 1,148,550 329,957
1992 1,525,462 63,401 - -
1991 - - - -
1990 - - - -
1989 - - - -
1988 - - - -
1987 - - - -
1986 - - - -
1985 - - - -
1984 - - - -
1983 - - - -
1982 - - - -
1981 - - - -
1980 - - - -
1979 - - - -
1978 - - - -
Amount paid to sponsor from
operations (administrative,
accounting and management
fees):
1997 (6 months) 48,260 49,885 48,767 48,170
1996 133,138 137,966 126,947 134,867
1995 106,086 109,111 103,083 114,095
1994 76,533 84,524 83,046 84,801
1993 78,926 73,789 27,003 8,220
1992 30,237 2,031 - -
1991 - - - -
1990 - - - -
1989 - - - -
1988 - - - -
1987 - - - -
1986 - - - -
1985 - - - -
1984 - - - -
1983 - - - -
1982 - - - -
1981 - - - -
1980 - - - -
1979 - - - -
1978 - - - -
Dollar amount of property
sales and refinancing
before deducting payments
to sponsor:
Cash 1,044,750 1,640,000 836,411 3,196,603
Notes - - - -
Amount paid to sponsors
from property sales and
refinancing:
Real estate commissions - - - -
Incentive fees - - - -
Other - - - -
</TABLE>
Note 1: Pursuant to a Registration Statement on Form S-11 under the Securities
Act of 1933, as amended, effective March 29, 1995, CNL American
Properties Fund, Inc. registered for sale $165,000,000 of shares of
common stock (the "Initial Offering of Shares"). The Initial Offering
of Shares of CNL American Properties Fund, Inc. commenced April 19,
1995, and upon completion of the Initial Offering of Shares on February
6, 1997, had received subscription proceeds of $150,591,765 (15,059,177
shares), including $591,765 (59,177 shares) issued pursuant to the
Reinvestment Plan. Pursuant to a Registration Statement on Form S-11,
as amended, effective January 31, 1997, CNL American Properties Fund,
Inc. registered for sale $275,000,000 of shares of common stock (the
"1997 Offering of Shares"). The 1997 Offering of Shares of CNL
American Properties Fund, Inc. commenced following the completion of
the Initial Offering of Shares on February 6, 1997. The amounts shown
represent the combined results of the Initial Offering of Shares and
the 1997 Offering of Shares as of June 30, 1997.
Note 2: Pursuant to a Registration Statement on Form S-11 under the Securities
Act of 1933, as amended, effective August 11, 1995, CNL Income Fund
XVII, Ltd. and CNL Income Fund XVIII, Ltd. each registered for sale
$30,000,000 of units of limited
C-5
<PAGE>
<TABLE>
<CAPTION>
CNL Income CNL Income CNL American CNL Income CNL Income
Fund XV, Fund XVI, Properties Fund, Fund XVII, Fund XVIII,
Ltd. Ltd. Inc. Ltd. Ltd.
---------- ---------- ---------------- ---------- -----------
(Note 1) (Note 2)
<S><C>
Date offering commenced 2/23/94 9/02/94 4/19/95 and 2/6/97 9/02/95
Dollar amount raised $40,000,000 $45,000,000 $223,843,177 $30,000,000
=========== =========== ============ ===========
Amount paid to sponsor from
proceeds of offering:
Selling commissions and
discounts 3,400,000 3,825,000 16,788,238 2,550,000
Real estate commissions - - - -
Acquisition fees 2,200,000 2,475,000 10,072,943 1,350,000
Marketing support and
due diligence expense
reimbursement fees
(includes amounts
reallowed to
unaffiliated entities) 200,000 225,000 1,119,216 150,000
----------- ----------- ------------ -----------
Total amount paid to sponsor 5,800,000 6,525,000 27,980,397 4,050,000
=========== =========== ============ ===========
Dollar amount of cash generated
from operations before
deducting payments to
sponsor:
1997 (6 months) 1,716,242 1,938,911 6,583,211 1,232,910
1996 3,557,073 3,911,609 5,817,143 1,340,159
1995 3,361,477 2,619,840 566,475 11,671
1994 1,154,454 212,171 - -
1993 - - - -
1992 - - - -
1991 - - - -
1990 - - - -
1989 - - - -
1988 - - - -
1987 - - - -
1986 - - - -
1985 - - - -
1984 - - - -
1983 - - - -
1982 - - - -
1981 - - - -
1980 - - - -
1979 - - - -
1978 - - - -
Amount paid to sponsor from
operations (administrative,
accounting and management
fees):
1997 (6 months) 42,619 50,756 269,208 53,768
1996 122,391 157,883 334,603 107,211
1995 122,107 138,445 68,016 2,659
1994 37,620 7,023 - -
1993 - - - -
1992 - - - -
1991 - - - -
1990 - - - -
1989 - - - -
1988 - - - -
1987 - - - -
1986 - - - -
1985 - - - -
1984 - - - -
1983 - - - -
1982 - - - -
1981 - - - -
1980 - - - -
1979 - - - -
1978 - - - -
Dollar amount of property
sales and refinancing
before deducting payments
to sponsor:
Cash 3,312,297 1,385,384 5,254,083 -
Notes - - - -
Amount paid to sponsors
from property sales and
refinancing:
Real estate commissions - - - -
Incentive fees - - - -
Other - - - -
</TABLE>
partnership interest (the "Units"). The offering of Units of CNL Income
Fund XVII, Ltd. commenced September 2, 1995.Pursuant to the
Registration Statement, the offering of Units of CNL Income Fund XVIII,
Ltd. could not commence until the offering of Units of CNL Income Fund
XVII, Ltd. had terminated. CNL Income Fund XVII, Ltd. terminated its
offering of Units on September 19, 1996, at which time subscriptions
for an aggregate 3,000,000 Units ($30,000,000) had been received. Upon
the termination of the offering of Units of CNL Income Fund XVII, Ltd.,
CNL Income Fund XVIII, Ltd. commenced its offering to the public of
3,500,000 Units ($35,000,000). As of June 30, 1997, CNL Income Fund
XVIII, Ltd. had sold 2,219,221 Units, representing $22,192,212 of
capital contributed by limited partners, and 17 properties had been
acquired. From commencement of the offering through June 30, 1997,
total selling commissions and discounts were $1,886,338, due diligence
expense reimbursement fees were $110,961, and acquisition fees were
$998,650, for a total amount paid to sponsor of $2,995,949. CNL Income
Fund XVIII, Ltd. had cash generated from operations for the period
October 11, 1996 (the date funds were originally released from escrow)
through June 30, 1997, of $490,897. CNL Income Fund XVIII, Ltd. made
payments of $33,405 to the sponsor from operations for this period.
C-6
<PAGE>
TABLE III
Operating Results of Prior Programs CNL
INCOME FUND XI, LTD.
<TABLE>
<CAPTION>
1991
(Note 1) 1992 1993 1994
-------- ------------ ------------ ------------
<S><C>
Gross revenue $ 0 $ 1,269,086 $ 3,831,648 $ 3,852,107
Equity in earnings of unconsolidated
joint ventures 0 33,367 121,059 119,370
Profit from sale of properties (Note 5) 0 0 0 0
Interest income 0 150,535 24,258 30,894
Less: Operating expenses 0 (63,390) (206,987) (179,717)
Interest expense 0 0 0 0
Depreciation and amortization 0 (180,631) (469,127) (481,226)
Minority interests in income of
consolidated joint ventures 0 (23,529) (68,399) (68,936)
------------ ------------ ------------ ------------
Net income - GAAP basis 0 1,185,438 3,232,452 3,272,492
============ ============ ============ ============
Taxable income
- from operations 0 1,295,104 2,855,026 2,947,445
============ ============ ============ ============
- from gain on sale 0 0 0 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 4) 0 1,495,225 3,355,586 3,497,941
Cash generated from sales (Note 5) 0 0 0 0
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 1,495,225 3,355,586 3,497,941
Less: Cash distributions to investors
(Note 6)
- from operating cash flow 0 (1,205,030) (2,495,002) (3,400,001)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 0 290,195 860,584 97,940
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 40,000,000 0 0
General partners' capital
contributions 1,000 0 0 0
Minority interests' capital
contributions 0 426,367 0 0
Organization costs 0 (10,000) 0 0
Syndication costs 0 (3,922,875) 0 0
Acquisition of land and buildings 0 (26,428,556) (276,157) 0
Investment in direct financing
leases 0 (6,716,561) (276,206) 0
Increase in restricted cash 0 0 0 0
Decrease in restricted cash 0 0 0 0
Investment in joint ventures 0 (1,658,925) (772) 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund XI, Ltd. by
related parties 0 (1,011,487) (900) 0
Increase in other assets 0 (122,024) 0 0
Distributions to holders of minority
interests 0 (17,467) (51,562) (57,641)
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 1,000 828,667 254,987 40,299
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 45 71 73
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) 0 0 0 0
============ ============ ============ ============
</TABLE>
C-7
<PAGE>
<TABLE>
<CAPTION>
6 months
1995 1996 1997
------------ ------------ ------------
<S><C>
Gross revenue $ 3,820,990 $ 3,877,311 $ 1,847,371
Equity in earnings of unconsolidated
joint ventures 118,384 118,211 105,163
Profit from sale of properties (Note 5) 0 213,685 0
Interest income 51,192 51,381 21,104
Less: Operating expenses (237,126) (247,569) (136,290)
Interest expense 0 0 0
Depreciation and amortization (481,226) (478,198) (229,919)
Minority interests in income of
consolidated joint ventures (70,038) (70,116) (34,598)
------------ ------------ ------------
Net income - GAAP basis 3,202,176 3,464,705 1,572,831
============ ============ ============
Taxable income
- from operations 2,985,221 2,965,514 1,447,710
============ ============ ============
- from gain on sale 0 0 0
============ ============ ============
Cash generated from operations
(Notes 2 and 4) 3,652,185 3,601,714 1,792,914
Cash generated from sales (Note 5) 0 1,044,750 0
Cash generated from refinancing 0 0 0
------------ ------------ ------------
Cash generated from operations, sales
and refinancing 3,652,185 4,646,464 1,792,914
Less: Cash distributions to investors
(Note 6)
- from operating cash flow (3,500,023) (3,540,024) (1,790,012)
- from sale of properties 0 0 0
- from cash flow from prior period 0 0 0
------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 152,162 1,106,440 2,902
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 0 0
General partners' capital
contributions 0 0 0
Minority interests' capital
contributions 0 0 0
Organization costs 0 0 0
Syndication costs 0 0 0
Acquisition of land and buildings 0 0 0
Investment in direct financing
leases 0 0 0
Increase in restricted cash 0 (1,044,750) 0
Decrease in restricted cash 0 0 1,044,750
Investment in joint ventures 0 0 (1,044,750)
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund XI, Ltd. by
related parties 0 0 0
Increase in other assets 0 0 0
Distributions to holders of minority
interests (54,227) (58,718) (29,095)
------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 97,935 2,972 (26,193)
============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 74 73 36
============ ============ ============
- from recapture 0 0 0
============ ============ ============
Capital gain (loss) 0 0 0
============ ============ ============
</TABLE>
C-8
<PAGE>
TABLE III - CNL INCOME FUND XI, LTD. (continued)
<TABLE>
<CAPTION>
1991
(Note 1) 1992 1993 1994
------------ ------------ ------------ -----------
<S><C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 41 62 81
- from capital gain 0 0 0 0
- from investment income from
prior period 0 0 0 4
- from return of capital (Note 3) 0 1 0 0
------------ ------------ ------------ ------------
Total distributions on GAAP basis
(Note 6) 0 42 62 85
============ ============ ============ ============
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 0 42 62 85
- from cash flow from prior
period 0 0 0 0
------------ ------------ ------------ ------------
Total distributions on cash basis
(Note 6) 0 42 62 85
============ ============ ============ ============
Total cash distributions as a
percentage of original $1,000
investment (Notes 7 and 8) 0.00% 6.17% 8.31% 8.56%
Total cumulative cash distributions
per $1,000 investment from inception 0 42 104 189
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 5) N/A 100% 100% 100%
</TABLE>
Note 1: The registration statement relating to the offering of Units by CNL
Income Fund XI, Ltd. became effective on March 12, 1992. Activities
through April 22, 1992, were devoted to organization of the partnership
and operations had not begun.
Note 2: Cash generated from operations includes cash received from tenants,
plus distributions from joint ventures, less cash paid for expenses,
plus interest received.
Note 3: Cash distributions presented above as a return of capital on a GAAP
basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income includes
deductions for depreciation and amortization expense and income from
certain non-cash items. This amount is not required to be presented as
a return of capital except for purposes of this table, and CNL Income
Fund XI, Ltd. has not treated this amount as a return of capital for
any other purpose.
Note 4: Cash generated from operations per this table agrees to cash generated
from operations per the statement of cash flows included in the
financial statements of CNL Income Fund XI, Ltd.
Note 5: In November 1996, CNL Income Fund XI, Ltd. sold one if its properties
and received net sales proceeds of $1,044,750, resulting in a gain of
$213,685 for financial reporting purposes. In January 1997, the
partnership reinvested the net sales proceeds in an additional property
as tenants-in-common with an affiliate of the general partners.
Note 6: As a result of the partnership's change in investor services agents in
1993, distributions are now declared at the end of each quarter and
paid in the following quarter. Since this table generally presents
distributions on a cash basis (rather than amounts declared),
distributions on a cash basis for 1993 only reflect payments for three
quarters. Distributions declared for the quarters ended December 31,
1993, 1994, 1995 and 1996, are reflected in the 1994, 1995, 1996 and
1997 columns, respectively, for distributions on a cash basis due to
the payment of such distributions in January 1994, 1995, 1996 and 1997,
respectively. As a result of 1994, 1995, 1996 and 1997 distributions
being presented on a cash basis, distributions declared and unpaid as
of December 31, 1994, 1995 and 1996, and June 30, 1997 are not included
in the 1994, 1995, 1996 and 1997 totals, respectively.
Note 7: On December 31, 1995 and 1996, CNL Income Fund XI, Ltd. declared a
special distribution of cumulative excess operating reserves equal to
.10% for each year of the total invested capital. Accordingly, the
total yield for each of 1995 and 1996 was 8.85%.
Note 8: Total cash distributions as a percentage of original $1,000 investment
are calculated based on actual distributions declared for the period.
(See Note 6 above)
Note 9: Certain data for columns representing less than 12 months have been
annualized.
C-9
<PAGE>
<TABLE>
<CAPTION>
6 months
1995 1996 1997
------------ ------------ ------------
<S><C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 79 81 39
- from capital gain 0 5 0
- from investment income from
prior period 9 3 2
- from return of capital (Note 3) 0 0 4
------------ ------------ ------------
Total distributions on GAAP basis
(Note 6) 88 89 45
============ ============ ============
Source (on cash basis)
- from sales 0 0 0
- from refinancing 0 0 0
- from operations 88 89 45
- from cash flow from prior
period 0 0 0
------------ ------------ ------------
Total distributions on cash basis
(Note 6) 88 89 45
============ ============ ============
Total cash distributions as a
percentage of original $1,000
investment (Notes 7 and 8) 8.85% 8.85% 8.75%
Total cumulative cash distributions
per $1,000 investment from inception 277 366 411
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 5) 100% 97% 100%
</TABLE>
C-10
<PAGE>
TABLE III
Operating Results of Prior Programs CNL
INCOME FUND XII, LTD.
<TABLE>
<CAPTION>
1991
(Note 1) 1992 1993 1994
------------ ------------ ------------ ------------
<S><C>
Gross revenue $ 0 $ 25,133 $ 3,374,640 $ 4,397,881
Equity in earnings of joint ventures 0 46 49,604 85,252
Profit (Loss) from sale of properties
(Note 7) 0 0 0 0
Interest income 0 45,228 190,082 65,447
Less: Operating expenses 0 (7,211) (193,804) (192,951)
Interest expense 0 0 0 0
Depreciation and amortization 0 (3,997) (286,293) (327,795)
------------ ------------ ------------ ------------
Net income - GAAP basis 0 59,199 3,134,229 4,027,834
============ ============ ============ ============
Taxable income
- from operations 0 58,543 2,749,072 3,301,005
============ ============ ============ ============
- from gain (loss) on sale 0 0 0 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 5) 0 61,370 3,246,760 3,848,962
Cash generated from sales (Note 7) 0 0 0 0
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 61,370 3,246,760 3,848,962
Less: Cash distributions to investors
(Note 6)
- from operating cash flow 0 (61,370) (1,972,769) (3,768,754)
- from sale of properties 0 0 0 0
- from return of capital (Note 4) 0 (60,867) 0 0
- from cash flow from prior period 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 0 (60,867) 1,273,991 80,208
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 21,543,270 23,456,730 0
General partners' capital
contributions 1,000 0 0 0
Organization costs 0 (10,000) 0 0
Syndication costs 0 (2,066,937) (2,277,637) 0
Acquisition of land and buildings 0 (7,536,009) (15,472,737) (230)
Investment in direct financing
leases 0 (2,503,050) (11,875,100) (591)
Loan to tenant of joint venture,
net of repayments 0 0 (207,189) 6,400
Investment in joint ventures 0 (372,045) (468,771) (4,400)
Increase in restricted cash 0 0 0 0
Payment of lease costs 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund XII, Ltd. by
related parties 0 (704,923) (432,749) 0
Increase in other assets 0 (654,497) 0 0
Other 0 0 0 973
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 1,000 7,634,942 (6,003,462) 82,360
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 5 64 73
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) 0 0 0 0
============ ============ ============ ============
</TABLE>
C-11
<PAGE>
<TABLE>
<CAPTION>
6 months
1995 1996 1997
------------ ------------ ------------
<S><C>
Gross revenue $ 4,404,792 $ 4,264,273 $ 2,058,864
Equity in earnings of joint ventures 81,582 200,499 141,356
Profit (Loss) from sale of properties
(Note 7) 0 (15,355) 0
Interest income 84,197 88,286 37,968
Less: Operating expenses (228,404) (279,341) (132,808)
Interest expense 0 0 0
Depreciation and amortization (327,795) (315,319) (159,551)
------------ ------------ ------------
Net income - GAAP basis 4,014,372 3,943,043 1,945,829
============ ============ ============
Taxable income
- from operations 3,262,046 3,275,495 1,617,525
============ ============ ============
- from gain (loss) on sale 0 (41,506) 0
============ ============ ============
Cash generated from operations
(Notes 2 and 5) 3,819,362 3,951,689 1,931,238
Cash generated from sales (Note 7) 0 1,640,000 0
Cash generated from refinancing 0 0 0
------------ ------------ ------------
Cash generated from operations, sales
and refinancing 3,819,362 5,591,689 1,931,238
Less: Cash distributions to investors
(Note 6)
- from operating cash flow (3,819,362) (3,870,008) (1,912,504)
- from sale of properties 0 0 0
- from return of capital (Note 4) 0 0 0
- from cash flow from prior period (5,645) 0 0
------------ ------------ ------------
Cash generated (deficiency) after cash
distributions (5,645) 1,721,681 18,734
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 0 0
General partners' capital
contributions 0 0 0
Organization costs 0 0 0
Syndication costs 0 0 0
Acquisition of land and buildings 0 0 (55,000)
Investment in direct financing
leases 0 0 0
Loan to tenant of joint venture,
net of repayments 7,008 7,741 4,171
Investment in joint ventures 0 (1,645,024) 0
Increase in restricted cash 0 0 0
Payment of lease costs 0 0 (24,052)
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund XII, Ltd. by
related parties 0 0 0
Increase in other assets 0 0 0
Other 0 0 0
------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 1,363 84,398 (56,147)
============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 72 72 36
============ ============ ============
- from recapture 0 0 0
============ ============ ============
Capital gain (loss) 0 (1) 0
============ ============ ============
</TABLE>
C-12
<PAGE>
TABLE III - CNL INCOME FUND XII, LTD. (continued)
<TABLE>
<CAPTION>
1991 6 months
(Note 1) 1992 1993 1994 1995 1996 1997
----------- --------- --------- --------- --------- --------- --------
<S><C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 5 46 84 85 86 43
- from capital gain 0 0 0 0 0 0 0
- from investment income from
prior period 0 0 0 0 0 0 0
- from return of capital (Note 3) 0 7 0 0 0 0 0
----------- --------- --------- --------- --------- --------- ---------
Total distributions on GAAP basis
(Note 6) 0 12 46 84 85 86 43
=========== ========= ========= ========= ========= ========= =========
Source (on cash basis)
- from sales 0 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0 0
- from operations 0 6 46 84 85 86 43
- from return of capital (Note 4) 0 6 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0 0 0
----------- --------- --------- --------- --------- --------- ---------
Total distributions on cash basis
(Note 6) 0 12 46 84 85 86 43
=========== ========= ========= ========= ========= ========= =========
Total cash distributions as a
percentage of original $1,000
investment (Notes 8 and 9) 0.00% 5.00% 6.75% 8.50% 8.60% 8.50% 8.50%
Total cumulative cash distributions
per $1,000 investment from inception 0 12 58 142 227 313 356
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 7) N/A 100% 100% 100% 100% 100% 100%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the Securities
Act of 1933, as amended, CNL Income Fund XII, Ltd. ("CNL XII") and CNL
Income Fund XI, Ltd. each registered for sale $40,000,000 units of
limited partnership interests ("Units"). The offering of Units of CNL
Income Fund XI, Ltd. commenced March 12, 1992. Pursuant to the
registration statement, CNL XII could not commence until the offering
of Units of CNL Income Fund XI, Ltd. was terminated. CNL Income Fund
XI, Ltd. terminated its offering of Units on September 28, 1992, at
which time the maximum offering proceeds of $40,000,000 had been
received. Upon the termination of the offering of Units of CNL Income
Fund XI, Ltd., CNL XII commenced its offering of Units. Activities
through October 8, 1992, were devoted to organization of the
partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from tenants,
plus distributions from joint ventures, less cash paid for expenses,
plus interest received.
Note 3: Cash distributions presented above as a return of capital on a GAAP
basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income includes
deductions for depreciation and amortization expense and income from
certain non-cash items. This amount is not required to be presented as
a return of capital except for purposes of this table, and CNL Income
Fund XII, Ltd. has not treated this amount as a return of capital for
any other purpose.
Note 4: CNL Income Fund XII, Ltd. makes its distributions in the current period
rather than in arrears based on estimated operating results. In cases
where distributions exceed cash from operations in the current period,
once finally determined, subsequent distributions are lowered
accordingly in order to avoid any return of capital. This amount is not
required to be presented as a return of capital except for purposes of
this table, and CNL Income Fund XII, Ltd. has not treated this amount
as a return of capital for any other purpose.
Note 5: Cash generated from operations per this table agrees to cash generated
from operations per the statement of cash flows included in the
financial statements of CNL Income Fund XII, Ltd.
Note 6: As a result of the partnership's change in investor services agents in
1993, distributions are now declared at the end of each quarter and
paid in the following quarter. Since this table generally presents
distributions on a cash basis (rather than amounts declared),
distributions on a cash basis for 1993 only reflect payments for three
quarters. Distributions declared for the quarters ended December 31,
1993, 1994, 1995 and 1996, are reflected in the 1994, 1995, 1996 and
1997 columns, respectively, for distributions on a cash basis due to
the payment of such distributions in January 1994, 1995, 1996 and 1997,
respectively. As a result of 1994, 1995, 1996 and 1997 distributions
being presented on a cash basis, distributions declared and unpaid as
of December 31, 1994, 1995 and 1996, and June 30, 1997 are not included
in the 1994, 1995, 1996 and 1997 totals, respectively.
C-13
<PAGE>
Note 7: In April 1996, CNL Income Fund XII, Ltd. sold one of its properties to
an unrelated third party for $1,640,000. As a result of this
transaction, CNL Income Fund XII, Ltd. recognized a loss of $15,355 for
financial reporting purposes primarily due to acquisition fees and
miscellaneous acquisition expenses CNL Income Fund XII, Ltd. had
allocated to this property. In May 1996, CNL Income Fund XII, Ltd.
reinvested the proceeds from this sale, along with additional funds,
for a total of $1,645,024 in Middleburg Joint Venture.
Note 8: On December 31, 1995, CNL Income Fund XII, Ltd. declared a special
distribution of cumulative excess operating reserves equal to .10% of
the total invested capital. Accordingly, the total yield for 1995 was
8.60%.
Note 9: Total cash distributions as a percentage of original $1,000
investment are calculated based on actual distributions
declared for the period. (See Note 6 above)
Note 10: Certain data for columns representing less than 12 months have
been annualized.
C-14
<PAGE>
TABLE III
Operating Results of Prior Programs CNL
INCOME FUND XIII, LTD.
<TABLE>
<CAPTION>
1992 6 months
(Note 1) 1993 1994 1995 1996 1997
---------- ------------ ------------ ------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 966,564 $ 3,558,447 $ 3,806,944 $ 3,685,280 $ 1,796,451
Equity in earnings of joint ventures 0 1,305 43,386 98,520 60,654 70,503
Profit (Loss) from sale of properties
(Notes 4 and 5) 0 0 0 (29,560) 82,855 0
Provision for loss on land and net
investment in direct financing leases
(Note 8) 0 0 0 0 0 (41,202)
Interest income 0 181,568 77,379 51,410 49,820 18,246
Less: Operating expenses 0 (59,390) (183,311) (214,705) (253,360) (128,593)
Interest expense 0 0 0 0 0 0
Depreciation and amortization 0 (148,170) (378,269) (393,435) (393,434) (197,265)
---------- ------------ ------------ ------------ ------------ ------------
Net income - GAAP basis 0 941,877 3,117,632 3,319,174 3,231,815 1,518,140
========== ============ ============ ============ ============ ============
Taxable income
- from operations 0 978,535 2,703,252 2,920,859 2,972,159 1,387,838
========== ============ ============ ============ ============ ============
- from gain (loss) on sale 0 0 0 0 0 0
========== ============ ============ ============ ============ ============
Cash generated from operations
(Notes 2 and 3) 0 1,121,547 3,149,000 3,379,378 3,367,581 1,659,408
Cash generated from sales (Notes 4 and 5) 0 0 0 286,411 550,000 0
Cash generated from refinancing 0 0 0 0 0 0
---------- ------------ ------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 1,121,547 3,149,000 3,665,789 3,917,581 1,659,408
Less: Cash distributions to investors
(Note 6)
- from operating cash flow 0 (528,364) (2,800,004) (3,350,014) (3,367,581) (1,659,408)
- from sale of properties 0 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 (32,427) (40,596)
---------- ------------ ------------ ------------ ------------ ------------
Cash generated (deficiency) after
cash distributions 0 593,183 348,996 315,775 517,573 (40,596)
Special items (not including sales
and refinancing):
Limited partners' capital
contributions 0 40,000,000 0 0 0 0
General partners' capital
contributions 1,000 0 0 0 0 0
Syndication costs 0 (3,932,017) (181) 0 0 0
Acquisition of land and buildings 0 (19,691,630) (5,764,308) (336,116) 0 0
Investment in direct financing leases 0 (6,760,624) (1,365,075) 0 0 0
Investment in joint ventures 0 (314,998) (545,139) (140,052) 0 (550,000)
Increase in restricted cash 0 0 0 0 (550,000) 0
Decrease in restricted cash 0 0 0 0 0 550,000
Loan to tenant 0 0 0 0 0 (190,997)
Reimbursement of organization,
syndication and acquisition costs
paid on behalf of CNL Income Fund
XIII, Ltd. by related parties 0 (799,980) (25,036) (3,074) 0 0
Increase in other assets 0 (454,909) 9,226 0 0 0
Other 0 0 0 954 0 0
---------- ------------ ------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 1,000 8,639,025 (7,341,517) (162,513) (32,427) (231,593)
========== ============ ============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 33 67 72 74 34
========== ============ ============ ============ ============ ============
- from recapture 0 0 0 0 0 0
========== ============ ============ ============ ============ ============
Capital gain (loss) (Notes 4 and 5) 0 0 0 0 0 0
========== ============ ============ ============ ============ ============
C-15
<PAGE>
TABLE III - CNL INCOME FUND XIII, LTD. (continued)
</TABLE>
<TABLE>
<CAPTION>
1992 6 months
(Note 1) 1993 1994 1995 1996 1997
-------- -------- -------- ------- -------- --------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 18 70 82 78 38
- from capital gain 0 0 0 0 2 0
- from investment income from prior
period 0 0 0 2 5 5
-------- -------- -------- -------- -------- --------
Total distributions on GAAP basis (Note 6) 0 18 70 84 85 43
======== ======== ======== ======== ======== ========
Source (on cash basis)
- from sales 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0
- from operations 0 18 70 84 84 42
- from cash flow from prior period 0 0 0 0 1 1
-------- -------- -------- -------- -------- --------
Total distributions on cash basis (Note 6) 0 18 70 84 85 43
======== ======== ======== ======== ======== ========
Total cash distributions as a percentage
of original $1,000 investment (Note 7) 0.00% 5.33% 7.56% 8.44% 8.50% 8.50%
Total cumulative cash distributions per
$1,000 investment from inception 0 18 88 172 257 300
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented
(original total acquisition cost of properties
retained, divided by original
total acquisition cost of all properties
in program) (Notes 4 and 5) N/A 100% 100% 100% 99% 100%
</TABLE>
Note 1: The registration statement relating to the offering of Units by
CNL Income Fund XIII, Ltd. became effective on March 17, 1993.
Activities through April 15, 1993, were devoted to organization
of the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid
for expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows
included in the financial statements of CNL Income Fund XIII,
Ltd.
Note 4: During 1995, the partnership sold one of its properties to a
tenant for its original purchase price, excluding acquisition
fees and miscellaneous acquisition expenses. The net sales
proceeds were used to acquire an additional property. As a
result of this transaction, the partnership recognized a loss
for financial reporting purposes of $29,560 primarily due to
acquisition fees and miscellaneous acquisition expenses the
partnership had allocated to the property and due to the accrued
rental income relating to future scheduled rent increases that
the partnership had recorded and reversed at the time of sale.
Note 5: In November 1996, CNL Income Fund XIII, Ltd. sold one of its
properties and received net sales proceeds of $550,000,
resulting in a gain of $82,855 for financial reporting purposes.
In January 1997, the partnership reinvested the net sales
proceeds in an additional property as tenants-in-common with an
affiliate of the general partners.
Note 6: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of
each quarter and paid in the following quarter. Since this
table generally presents distributions on a cash basis (rather
than amounts declared), distributions on a cash basis for 1993
only reflect payments for three quarters. Distributions
declared for the quarters ended December 31, 1993, 1994, 1995
and 1996, are reflected in the 1994, 1995, 1996 and 1997
columns, respectively, for distributions on a cash basis due to
the payment of such distributions in January 1994, 1995, 1996
and 1997, respectively. As a result of 1994, 1995, 1996 and
1997 distributions being presented on a cash basis,
distributions declared and unpaid as of December 31, 1994, 1995
and 1996, and June 30, 1997, are not included in the 1994, 1995,
1996 and 1997 totals, respectively.
Note 7: Total cash distributions as a percentage of original $1,000
investment are calculated based on actual distributions declared
for the period. (See Note 6 above)
Note 8: During the six months ended June 30, 1997, the partnership
recorded an allowance for loss on land and net investment in the
direct financing lease of $41,202, for financial reporting
purposes, relating to one of its properties. The loss represents
the difference between the property's land carrying value and
the carrying value of the net investment in the direct financing
lease, as compared to the estimated net realizable value, based
on the anticipated sales price of this property from a third
party.
Note 9: Certain data for columns representing less than 12 months have been
annualized.
C-17
<PAGE>
TABLE III
Operating Results of Prior Programs CNL
INCOME FUND XIV, LTD.
<TABLE>
<CAPTION>
1992 6 months
(Note 1) 1993 1994 1995 1996 1997
--------- ------------ ------------ ------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 256,234 $ 3,135,716 $ 4,017,266 $ 3,999,813 $ 1,964,870
Equity in earnings of joint ventures 0 1,305 35,480 338,717 459,137 152,823
Profit (Loss) from sale of properties
(Note 4) 0 0 0 (66,518) 0 0
Interest income 0 27,874 200,499 50,724 44,089 23,015
Less: Operating expenses 0 (14,049) (181,980) (248,840) (246,621) (148,962)
Interest expense 0 0 0 0 0 0
Depreciation and amortization 0 (28,918) (257,640) (340,112) (340,089) (170,055)
-------- ------------ ------------ ------------ ------------ -----------
Net income - GAAP basis 0 242,446 2,932,075 3,751,237 3,916,329 1,821,691
======== ============ ============ ============ ============ ===========
Taxable income
- from operations 0 278,845 2,482,240 3,162,165 3,236,329 1,594,605
======== ============ ============ ============ ============ ===========
- from gain on sale 0 0 0 0 0 47,256
======== ============ ============ ============ ============ ===========
Cash generated from operations
(Notes 2 and 3) 0 321,737 2,812,631 3,709,844 3,706,296 1,807,883
Cash generated from sales (Note 4) 0 0 0 696,012 0 0
Cash generated from refinancing 0 0 0 0 0 0
-------- ------------ ------------ ------------ ------------ -----------
Cash generated from operations, sales
and refinancing 0 321,737 2,812,631 4,405,856 3,706,296 1,807,883
Less: Cash distributions to investors
(Note 5)
- from operating cash flow 0 (9,050) (2,229,952) (3,543,751) (3,706,296) (1,807,883)
- from sale of properties 0 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 (6,226) (48,377)
-------- ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 0 312,687 582,679 862,105 (6,226) (48,377)
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 28,785,100 16,214,900 0 0 0
General partners' capital
contributions 1,000 0 0 0 0 0
Syndication costs 0 (2,771,892) (1,618,477) 0 0 0
Acquisition of land and buildings 0 (13,758,004) (11,859,237) (964,073) 0 0
Investment in direct financing leases 0 (4,187,268) (5,561,748) (75,352) 0 0
Investment in joint ventures 0 (315,209) (1,561,988) (1,087,218) (7,500) 0
Return of capital from joint venture 0 0 0 0 0 51,950
Reimbursement of organization,
syndication and acquisition costs
paid on behalf of CNL Income Fund
XIV, Ltd. by related parties 0 (706,215) (376,738) (577) 0 0
Increase in other assets 0 (444,267) 0 0 0 0
Other 0 0 0 5,530 0 0
-------- ------------ ------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 1,000 6,914,932 (4,180,609) (1,259,585) (13,726) 3,573
======== ============ ============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 16 56 70 71 35
======== ============ ============ ============ ============ ============
- from recapture 0 0 0 0 0 0
======== ============ ============ ============ ============ ============
Capital gain (loss) (Note 4) 0 0 0 0 0 1
======== ============ ============ ============ ============ ============
</TABLE>
C-19
<PAGE>
TABLE III - CNL INCOME FUND XIV, LTD. (continued)
<TABLE>
<CAPTION>
1992 6 months
(Note 1) 1993 1994 1995 1996 1997
----------- ----------- ----------- ----------- ----------- -----------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 1 51 79 83 40
- from capital gain 0 0 0 0 0 0
- from return of capital 0 0 0 0 0 0
- from investment income from prior
period 0 0 0 0 0 1
----------- ----------- ----------- ----------- ----------- -----------
Total distributions on GAAP basis (Note 5) 0 1 51 79 83 41
=========== =========== =========== =========== =========== ===========
Source (on cash basis)
- from sales 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0
- from operations 0 1 51 79 83 40
- from cash flow from prior period 0 0 0 0 0 1
----------- ----------- ----------- ----------- ----------- -----------
Total distributions on cash basis (Note 5) 0 1 51 79 83 41
=========== =========== =========== =========== =========== ===========
Total cash distributions as a percentage
of original $1,000 investment (Note 6) 0.00% 4.50% 6.50% 8.06% 8.25% 8.25%
Total cumulative cash distributions
per $1,000 investment from inception 0 1 52 131 214 255
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) N/A 100% 100% 100% 100% 100%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, CNL Income Fund XIV, Ltd.
("CNL XIV") and CNL Income Fund XIII, Ltd. each registered for
sale $40,000,000 units of limited partnership interests
("Units"). The offering of Units of CNL Income Fund XIII, Ltd.
commenced March 17, 1993. Pursuant to the registration
statement, CNL XIV could not commence until the offering of
Units of CNL Income Fund XIII, Ltd. was terminated. CNL Income
Fund XIII, Ltd. terminated its offering of Units on August 26,
1993, at which time the maximum offering proceeds of
$40,000,000 had been received. Upon the termination of the
offering of Units of CNL Income Fund XIII, Ltd., CNL XIV
commenced its offering of Units. Activities through September
13, 1993, were devoted to organization of the partnership and
operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid
for expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows
included in the financial statements of CNL Income Fund XIV,
Ltd.
Note 4: During 1995, the partnership sold two of its properties to a
tenant for its original purchase price, excluding acquisition
fees and miscellaneous acquisition expenses. The net sales
proceeds were used to acquire two additional properties. As a
result of these transactions, the partnership recognized a loss
for financial reporting purposes of $66,518 primarily due to
acquisition fees and miscellaneous acquisition expenses the
partnership had allocated to the property and due to the
accrued rental income relating to future scheduled rent
increases that the partnership had recorded and reversed at the
time of sale.
Note 5: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of
each quarter and paid in the following quarter. Since this
table generally presents distributions on a cash basis (rather
than amounts declared), distributions on a cash basis for 1993
only reflect payments for three quarters. Distributions
declared for the quarters ended December 31, 1993, 1994, 1995
and 1996, are reflected in the 1994, 1995, 1996 and 1997
columns, respectively, for distributions on a cash basis due to
the payment of such distributions in January 1994, 1995, 1996
and 1997, respectively. As a result of 1994, 1995, 1996 and
1997 distributions being presented on a cash basis,
distributions declared and unpaid as of December 31, 1994, 1995
and 1996, and June 30, 1997 are not included in the 1994, 1995,
1996 and 1997 totals, respectively.
Note 6: Total cash distributions as a percentage of original $1,000
investment are calculated based on actual distributions
declared for the period. (See Note 5 above)
Note 7: Certain data for columns representing less than 12 months have
been annualized.
C-21
<PAGE>
TABLE III
Operating Results of Prior Programs CNL
INCOME FUND XV, LTD.
<TABLE>
<CAPTION>
1993 6 months
(Note 1) 1994 1995 1996 1997
------------ ------------ ------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 1,143,586 $ 3,546,320 $ 3,632,699 $ 1,799,379
Equity in earnings of joint ventures 0 8,372 280,606 392,862 117,311
Profit (Loss) from sale of properties
(Note 4) 0 0 (71,023) 0 0
Interest income 0 167,734 88,059 43,049 24,263
Less: Operating expenses 0 (62,926) (228,319) (235,319) (123,377)
Interest expense 0 0 0 0 0
Depreciation and amortization 0 (70,848) (243,175) (248,232) (124,149)
------------ ------------ ------------ ------------ ------------
Net income - GAAP basis 0 1,185,918 3,372,468 3,585,059 1,693,427
============ ============ ============ ============ ============
Taxable income
- from operations 0 1,026,715 2,861,912 2,954,318 1,430,120
============ ============ ============ ============ ============
- from gain on sale 0 0 0 0 47,256
============ ============ ============ ============ ============
Cash generated from operations
(Notes 2 and 3) 0 1,116,834 3,239,370 3,434,682 1,673,623
Cash generated from sales (Note 4) 0 0 811,706 0 0
Cash generated from refinancing 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 1,116,834 4,051,076 3,434,682 1,673,623
Less: Cash distributions to investors
(Note 5)
- from operating cash flow 0 (635,944) (2,650,003) (3,200,000) (1,673,623)
- from sale of properties 0 0 0 0 0
- from cash flow from prior period (6,377)
Cash generated (deficiency) after cash ------------- ------------ ----------- ------------ --------------
distributions 0 480,890 1,401,073 234,682 (6,377)
Special items (not including sales and
refinancing):
Limited partners' capital contra-
bunions 0 40,000,000 0 0 0
General partners' capital contra-
bunions 1,000 0 0 0 0
Syndication costs 0 (3,892,003) 0 0 0
Acquisition of land and buildings 0 (22,152,379) (1,625,601) 0 0
Investment in direct financing
leases 0 (6,792,806) (2,412,973) 0 0
Investment in joint venture 0 (1,564,762) (720,552) (129,939) 0
Return of capital from joint venture 0 0 0 0 51,950
Reimbursement of organization,
syndication and acquisition costs
paid on behalf of CNL Income Fund
XV, Ltd. by related parties 0 (1,098,197) (23,507) 0 0
Increase in other assets 0 (187,757) 0 0 0
Other (38) (6,118) 25,150 0 0
------------ ------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 962 4,786,868 (3,356,410) 104,743 45,573
============ ============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 33 71 73 35
============ ============ ============ ============ ============
- from recapture 0 0 0 0 0
============ ============ ============ ============ ============
Capital gain (loss) (Note 4) 0 0 0 0 1
============ ============ ============ ============ ============
</TABLE>
C-23
<PAGE>
TABLE III - CNL INCOME FUND XV, LTD. (continued)
<TABLE>
<CAPTION>
1993 6 months
(Note 1) 1994 1995 1996 1997
------------ -------------- ------------ -------- -------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 21 66 80 42
- from capital gain 0 0 0 0 0
Total distributions on GAAP basis (Note 5) 0 21 66 80 42
============ ============ ============ ============ =======
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 0 21 66 80 42
------------ ------------ ------------ ------------ =======
Total distributions on cash basis (Note 5) 0 21 66 80 42
============ ============ ============ ============ =======
Total cash distributions as a percentage
of orginal $1,000 investment (Notes 6
and 7). 0 5.00% 7.25% 8.20% 8.00%
Total cumulative cash distributions per
$1,000 investment from inception 0 21 87 167 209
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) N/A 100% 100% 100% 100%
</TABLE>
Note 1: The registration statement relating to this offering of Units of CNL
Income Fund XV, Ltd. became effective February 23, 1994. Activities
through March 23, 1994, were devoted to organization of the partnership
and operations had not begun.
Note 2: Cash generated from operations includes cash received from tenants,
plus distributions from joint venture, less cash paid for expenses,
plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund XV, Ltd.
Note 4: During 1995, the partnership sold three of its properties to a tenant
for its original purchase price, excluding acquisition fees and
miscellaneous acquisition expenses. The majority of the net sales
proceeds were used to acquire additional properties. As a result of
these transactions, the partnership recognized a loss for financial
reporting purposes of $71,023 primarily due to acquisition fees and
miscellaneous acquisition expenses the partnership had allocated to the
three properties and due to the accrued rental income relating to
future scheduled rent increases that the partnership had recorded and
reversed at the time of sale.
Note 5: Distributions declared for the quarters ended December 31, 1994,
1995 and 1996 are reflected in the 1995, 1996 and 1997 columns,
respectively, due to the payment of such distributions in January 1995,
1996 and 1997, respectively. As a result of distributions being
presented on a cash basis, distributions declared and unpaid as of
December 31, 1994, 1995 and 1996, and June 30, 1997 are not included in
the 1994, 1995, 1996 and 1997 totals, respectively.
Note 6: On December 31, 1996, CNL Income Fund XV, Ltd. declared a special
distribution of cumulative excess operating reserves equal to .20% of
the total invested capital. Accordingly, the total yield for 1996 was
8.20%
Note 7: Total cash distributions as a percentage of original $1,000 investment
are calculated based on actual distributions declared for the period.
(See Note 5 above)
Note 8: Certain data for columns representing less than 12 months have been
annualized.
C-25
<PAGE>
TABLE III
Operating Results of Prior Programs CNL
INCOME FUND XVI, LTD.
<TABLE>
<CAPTION>
1993 6 months
(Note 1) 1994 1995 1996 1997
------------ ------------ ------------ -------- -------------
<S><C>
Gross revenue $ 0 $ 186,257 $ 2,702,504 $ 4,343,390 $ 2,145,424
Equity in earnings from joint venture 0 0 0 19,668 36,620
Profit from sale of properties (Notes 4
and 5) 0 0 0 124,305 41,148
Interest income 0 21,478 321,137 75,160 34,155
Less: Operating expenses 0 (10,700) (274,595) (261,878) (134,647)
Interest expense 0 0 0 0 0
Depreciation and amortization 0 (9,458) (318,205) (552,447) (282,050)
------------ ------------ ------------ ------------ -------------
Net income - GAAP basis 0 187,577 2,430,841 3,748,198 1,840,650
============ ============ ============ ============ =============
Taxable income
- from operations 0 189,864 2,139,382 3,239,830 1,598,010
============ ============ ============ ============ =============
- from gain on sale (Notes 4 and 5) 0 0 0 0 41,148
============ ============ ============ ============ =============
Cash generated from operations
(Notes 2 and 3) 0 205,148 2,481,395 3,753,726 1,888,155
Cash generated from sales (Notes 4 and 5) 0 0 0 775,000 610,384
Cash generated from refinancing 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 205,148 2,481,395 4,528,726 (2,498,539)
Less: Cash distributions to investors
(Note 4)
- from operating cash flow 0 (2,845) (1,798,921) (3,431,251) 1,800,000
- from sale of properties 0 0 0 0 0
------------ ------------ ------------ ------------ ----------
Cash generated (deficiency) after cash
distributions 0 202,303 682,474 1,097,475 698,539
Special items (not including sales and
refinancing):
Limited partners' capital contri-
butions 0 20,174,172 24,825,828 0 0
General partners' capital contri-
butions 1,000 0 0 0 0
Syndication costs 0 (1,929,465) (2,452,743) 0 0
Acquisition of land and buildings 0 (13,170,132) (16,012,458) (2,355,627) (29,257)
Investment in direct financing 0
leases 0 (975,853) (5,595,236) (405,937)
Investment in joint venture 0 0 0 (775,000) 0
Reimbursement of organization,
syndication and acquisition costs
paid on behalf of CNL Income Fund
XVI, Ltd. by related parties 0 (854,154) (405,569) (2,494) 0
Collection of overpayment of acqui-
sition and syndication costs paid
by related parties on behalf of the
partnership 0 0 0 0 0
Increase in other assets 0 (443,625) (58,720) 0 0
Other (36) (20,714) 20,714 0 0
------------ ------------ ------------ ------------ --------
Cash generated (deficiency) after cash
distributions and special items 964 2,982,532 1,004,290 (2,441,583) 669,282
============ ============ ============ ============ =========
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 17 53 71 35
============ ============ ============ ============ ========
- from recapture 0 0 0 0 0
============ ============ ============ ============ ========
Capital gain (loss) (Notes 4 and 5) 0 0 0 0 1
============ ============ ============ ============ ========
C-27
<PAGE>
TABLE III - CNL INCOME FUND XVI, LTD. (continued)
</TABLE>
<TABLE>
<CAPTION>
1993 6 months
(Note 1) 1994 1995 1996 1997
------------ ------------ ------------ -------- ---------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 1 45 76 39
- from capital gain 0 0 0 0 1
- from investment income from
prior period 0 0 0 0 0
------------ ------------ ------------ ------------ ------
Total distributions on GAAP basis (Note 6) 0 1 45 76 40
============ ============ ============ ============ ======
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 0 1 45 76 40
------------ ------------ ------------ ------------ ------
Total distributions on cash basis (Note 6) 0 1 45 76 40
============ ============ ============ ============ ======
Total cash distributions as a percentage
of original $1,000 investment (Note 7) 0.00% 4.50% 6.00% 7.88% 8.00%
Total cumulative cash distributions per
$1,000 investment from inception 0 1 46 122 162
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented (original
total acquisition cost of properties retained,
divided by original total acquisition cost of
all properties in program) (Notes 4 and 5) N/A 100% 100% 100% 99%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the Securities
Act of 1933, as amended, CNL Income Fund XVI, Ltd. ("CNL XVI") and CNL
Income Fund XV, Ltd. each registered for sale $40,000,000 units of
limited partnership interests ("Units"). The offering of Units of CNL
Income Fund XV, Ltd. commenced February 23, 1994. Pursuant to the
registration statement, CNL XVI could not commence until the offering
of Units of CNL Income Fund XV, Ltd. was terminated. CNL Income Fund
XV, Ltd. terminated its offering of Units on September 1, 1994, at
which time the maximum offering proceeds of $40,000,000 had been
received. Upon the termination of the offering of Units of CNL Income
Fund XV, Ltd., CNL XVI commenced its offering of Units. Activities
through September 22, 1994, were devoted to organization of the
partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from tenants,
less cash paid for expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund XVI, Ltd.
Note 4: In April 1996, CNL Income Fund XVI, Ltd. sold one of its properties
and received net sales proceeds of $775,000, resulting in a gain of
$124,305 for financial reporting purposes. In October 1996, the
partnership reinvested the net sales proceeds in an additional property
as tenants-in-common with an affiliate of the general partners.
Note 5: In March 1997, CNL Income Fund XVI, Ltd. sold one of its properties and
received net sales proceeds of $610,384, resulting in a gain of $41,148
for financial reporting purposes.
Note 6: Distributions declared for the quarters ended December 31, 1994,
1995 and 1996 are reflected in the 1995, 1996 and 1997 columns,
respectively, due to the payment of such distributions in January 1995,
1996 and 1997, respectively. As a result of distributions being
presented on a cash basis, distributions declared and unpaid as of
December 31, 1994, 1995 and 1996, and June 30, 1997 are not included in
the 1994, 1995, 1996 and 1997 totals, respectively.
Note 7: Total cash distributions as a percentage of original $1,000 investment
are calculated based on actual distributions declared for the period.
(See Note 6 above)
Note 8: Certain data for columns representing less than 12 months have been
annualized.
C-29
<PAGE>
TABLE III Operating Results
of Prior Programs CNL AMERICAN
PROPERTIES FUND, INC.
<TABLE>
<CAPTION>
6 months
1994 1995 1996 1997
(Note 1) (Note 2) (Note 2) (Note 2)
------------ ------------ ------------ ----------
<S> <C>
Gross revenue $ 0 $ 539,776 $ 4,363,456 $ 4,972,237
Equity in earnings of joint venture 0 0 0 0
Interest income 0 119,355 1,843,228 1,742,997
Less: Operating expenses 0 (186,145) (908,924) (893,009)
Interest expense 0 0 0 0
Depreciation and amortization 0 (104,131) (521,871) (579,404)
Minority interest in income of
consolidated joint venture 0 (76) (29,927) (15,726)
------------ ------------ ------------ ------------
Net income - GAAP basis 0 368,779 4,745,962 5,227,095
============ ============ ============ ============
Taxable income
- from operations (Note 7) 0 379,935 4,894,262 6,696,419
============ ============ ============ ============
- from gain on sale 0 0 0 0
============ ============ ============ ============
Cash generated from operations
(Notes 3 and 4) 0 498,459 5,482,540 6,314,003
Cash generated from sales (Note 6) 0 0 0 5,254,083
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 498,459 5,482,540 11,568,086
Less: Cash distributions to investors
- from operating cash flow 0 (498,459) (5,439,404) (6,282,470)
- from sale of properties 0 0 0 0
- from other 0 (136,827) 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 0 (136,827) 43,136 5,285,616
Special items (not including sales and
refinancing):
Subscriptions received from
stockholders 0 38,454,158 100,792,991 84,646,030
Sale of common stock to CNL Fund
Advisors, Inc. 200,000 0 0 0
Contributions from minority interest 0 200,000 97,419 0
Distributions to holder of minority
interest 0 0 (39,121) (17,035)
Stock issuance costs (19) (3,680,704) (8,486,188) (8,145,622)
Acquisition of land and buildings 0 (18,835,969) (36,104,148) (75,111,847)
Investment in direct financing
leases 0 (1,364,960) (13,372,621) (14,391,675)
Proceeds from sale of equipment direct
financing leases 0 0 0 962,274
Investment in mortgage notes
receivable 0 0 (13,547,264) (4,401,982)
Collections on mortgage notes
receivable 0 0 133,850 117,192
Proceeds of borrowing on line of
credit 0 0 3,666,896 2,888,163
Payment on line of credit 0 0 (145,080) (1,653,321)
Payment of loan costs 0 0 (54,533) (6,101)
Reimbursement of organization, acquisition,
and deferred offering and stock issuance
costs paid on behalf of CNL American Properties
Fund, Inc. by related parties (199,036) (2,500,056) (939,798) (1,524,434)
Increase in other assets 0 (628,142) (1,103,896) 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 945 11,507,500 30,941,643 (11,352,742)
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations (Note 7) 0 20 61 38
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) 0 0 0 0
============ ============ ============ ============
</TABLE>
C-31
<PAGE>
TABLE III - CNL AMERICAN PROPERTIES FUND, INC. (continued)
<TABLE>
<CAPTION>
6 months
1994 1995 1996 1997
(Note 1) (Note 2) (Note 2) (Note 2)
------------ ------------ ------------ ----------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 19 59 29
- from capital gain 0 0 0 0
- from investment income from
prior period 0 0 0 0
- from return of capital 0 14 8 6
------------ ------------ ------------ ------------
Total distributions on GAAP basis 0 33 67 35
============ ============ ============ ============
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 0 26 67 35
- from return of capital 0 7 0 0
------------ ------------ ------------ ------------
Total distributions on cash basis 0 33 67 35
============ ============ ============ ============
Total cash distributions as a percentage
of original $1,000 investment (Note 5) 0.00% 3.34% 6.73% 7.05%
Total cumulative cash distributions per
$1,000 investment from inception 0 33 100 135
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented (original
total acquisition cost of properties retained,
divided by original total acquisition cost of
all properties in program) (Note 6) N/A 100% 100% 100%
</TABLE>
Note 1: Pursuant to a Registration Statement on Form S-11 under the Securities
Act of 1933, as amended, effective March 29, 1995, CNL American
Properties Fund, Inc. registered for sale $165,000,000 of shares of
common stock (the "Initial Offering of Shares"). The Initial Offering
of Shares of CNL American Properties Fund, Inc. commenced April 19,
1995, and upon completion of the Initial Offering of Shares on February
6, 1997, had received subscription proceeds of $150,591,765 (15,059,177
shares), including $591,765 (59,177 shares) issued pursuant to the
Reinvestment Plan. Pursuant to a Registration Statement on Form S-11,
as amended, effective January 31, 1997, CNL American Properties Fund,
Inc. registered for sale $275,000,000 of shares of common stock (the
"1997 Offering of Shares"). The 1997 Offering of Shares of CNL
American Properties Fund, Inc. commenced following the completion of
the Initial Offering of Shares on February 6, 1997. Activities through
June 1, 1995, were devoted to organization of CNL American Properties
Fund, Inc. and operations had not begun.
Note 2: The amounts shown represent the combined results of the Initial
Offering of Shares and the 1997 Offering of Shares.
Note 3: Cash generated from operations includes cash received from tenants,
less cash paid for expenses, plus interest received.
Note 4: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL American Properties Fund, Inc.
Note 5: Total cash distributions as a percentage of original $1,000
investment are calculated based on actual distributions declared for
the period.
Note 6: In May 1997, CNL American Properties Fund, Inc. sold four of its
properties to the tenant for $5,254,083, which was equal to the
carrying value of the properties at the time of sale. As a result, no
gain or loss was recognized for financial reporting purposes.
Note 7: Taxable income presented is before the dividends paid deduction.
Note 8: Certain data for columns representing less than 12 months have been
annualized.
C-32
<PAGE>
TABLE III
Operating Results of Prior Programs CNL
INCOME FUND XVII, LTD.
<TABLE>
<CAPTION>
1995 6 months
(Note 1) 1996 1997
------------ ------------ --------
<S> <C>
Gross revenue $ 0 $ 1,195,263 $ 1,237,898
Equity in earnings of unconsolidated
joint ventures 0 4,834 45,358
Interest income 12,153 244,406 48,537
Less: Operating expenses (3,493) (169,536) (103,397)
Interest expense 0 0 0
Depreciation and amortization (309) (179,208) (188,038)
Minority interest in income of
consolidated joint venture 0 (10,432)
------------ ------------ ------------
Net income - GAAP basis 8,351 1,095,759 1,029,926
============ ============ ============
Taxable income
- from operations 12,153 1,114,964 1,138,900
============ ============ ============
- from gain on sale 0 0 0
============ ============ ============
Cash generated from operations
(Notes 2 and 3) 9,012 1,232,948 1,179,142
Cash generated from sales 0 0 0
Cash generated from refinancing 0 0 0
------------ ------------ ------------
Cash generated from operations, sales
and refinancing 9,012 1,232,948 1,179,142
Less: Cash distributions to investors
(Note 4)
- from operating cash flow (1,199) (703,681) (1,015,084)
- from sale of properties 0 0 0
------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 7,813 529,267 164,058
Special items (not including sales and
refinancing):
Limited partners' capital contri-
butions 5,696,921 24,303,079 0
General partners' capital contri-
butions 1,000 0 0
Contributions from minority interest 0 140,676 278,170
Syndication costs (604,348) (2,407,317) 0
Acquisition of land and buildings (332,928) (19,735,346) (1,978,419)
Investment in direct financing
leases 0 (1,784,925) (1,009,775)
Investment in joint ventures 0 (201,501) (934,196)
Increase in restricted cash 0 0 0
Reimbursement of organization,
syndication and acquisition costs
paid on behalf of CNL Income Fund
XVII, Ltd. by related parties (347,907) (326,483) (26,068)
Increase in other assets (221,282) 0 0
Distributions to holder of minority
interest 0 0 (16,943)
Other (410) 410 0
------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 4,198,859 517,860 (3,523,173)
============ ============ ============
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 36 37 38
============ ============ ============
- from recapture 0 0 0
============ ============ ============
Capital gain (loss) 0 0 0
============ ============ ============
</TABLE>
C-33
<PAGE>
TABLE III - CNL INCOME FUND XVII, LTD. (continued)
<TABLE>
<CAPTION>
1995 6 months
(Note 1) 1996 1997
------------ ------------ --------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 4 23 34
- from capital gain 0 0 0
- from investment income from
prior period 0 0 0
------------ ------------ ------------
Total distributions on GAAP basis (Note 4) 0 23 34
============ ============ ============
Source (on cash basis)
- from sales 0 0 0
- from refinancing 0 0 0
- from operations 4 23 34
------------ ------------ ------------
Total distributions on cash basis (Note 4) 4 23 34
============ ============ ============
Total cash distributions as a percentage
of original $1,000 investment (Note 5) 5.00% 5.50% 7.25%
Total cumulative cash distributions per
$1,000 investment from inception 4 27 61
Amount (in percentage terms) remaining
invested in program properties at the end
of each year (period) presented (original
total acquisition cost of properties retained,
divided by original total acquisition cost of
all properties in program) N/A 98% 100%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the Securities
Act of 1933, as amended, effective August 11, 1995, CNL Income Fund
XVII, Ltd. ("CNL XVII") and CNL Income Fund XVIII, Ltd. each registered
for sale $30,000,000 units of limited partnership interests ("Units").
The offering of Units of CNL Income Fund XVII, Ltd. commenced September
2, 1995. Pursuant to the registration statement, CNL XVIII could not
commence until the offering of Units of CNL Income Fund XVII, Ltd. was
terminated. CNL Income Fund XVII, Ltd. terminated its offering of
Units on September 19, 1996, at which time subscriptions for the
maximum offering proceeds of $30,000,000 had been received. Upon the
termination of the offering of Units of CNL Income Fund XVII, Ltd., CNL
XVIII commenced its offering of Units. Activities through October 11,
1996, were devoted to organization of the partnership and operations
had not begun.
Note 2: Cash generated from operations includes cash received from tenants,
plus distributions from joint ventures, less cash paid for expenses,
plus interest received.
Note 3: Cash generated from operations per this table agrees to cash generated
from operations per the statement of cash flows included in the
financial statements of CNL Income Fund XVII, Ltd.
Note 4: Distributions declared for the quarters ended December 31, 1995 and
1996 are reflected in the 1996 and 1997 columns, respectively, due to
the payment of such distributions in January 1996 and 1997,
respectively. As a result of distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1996 and
June 30, 1997 are not included in the 1996 and 1997 totals,
respectively.
Note 5: Total cash distributions as a percentage of original $1,000 investment
are calculated based on actual distributions declared for the period.
(See Note 4 above)
Note 6: Certain data for columns representing less than 12 months have been
annualized.
C-34
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
===================================================================================================================================
Selling Price, Net of
Including Closing and
Closing Costs and GAAP Adjustments
Soft Costs
----------------------
Purchase Total
Cash money Adjustments acquisition
received Mortgage mortgage resulting cost, capital
net of balance taken from Original improvements
Date Date of closing at time back by application mortgage closing and
Property Acquired Sale costs of sale program of GAAP Total financing soft costs (1)
===================================================================================================================================
<S> <C>
CNL Income Fund, Ltd.:
Burger King -
San Dimas, CA 02/05/87 06/12/92 $1,169,021 0 0 0 $1,169,021 0 $955,000
Wendy's -
Fairfield, CA 07/01/87 10/03/94 1,018,490 0 0 0 1,018,490 0 861,500
CNL Income Fund II, Ltd.:
Golden Corral -
Salisbury, NC 05/29/87 07/21/93 746,800 0 0 0 746,800 0 642,800
Pizza Hut -
Graham, TX 08/24/87 07/28/94 261,628 0 0 0 261,628 0 205,500
Golden Corral -
Medina, OH 11/18/87 11/30/94 626,582 0 0 0 626,582 0 743,000
Denny's -
Show Low, AZ (8) 05/22/87 01/31/97 620,800 0 0 0 620,800 0 484,185
KFC -
Eagan, MN 06/01/87 06/02/97 623,882 0 42,000 0 665,882 0 601,100
CNL Income Fund III, Ltd.:
Wendy's -
Chicago, IL 06/02/88 01/10/97 496,418 0 0 0 496,418 0 591,362
Perkins -
Bradenton, FL 06/30/88 03/14/97 1,310,001 0 0 0 1,310,001 0 1,080,500
Pizza Hut -
Kissimmee, FL 02/23/88 04/08/97 673,159 0 0 0 673,159 0 474,755
Burger King -
Roswell, GA 06/08/88 06/20/97 257,981 0 685,000 0 942,981 0 775,226
CNL Income Fund IV, Ltd.:
Taco Bell -
York, PA 03/22/89 04/27/94 712,000 0 0 0 712,000 0 616,501
Burger King -
Hastings, MI 08/12/88 12/15/95 518,650 0 0 0 518,650 0 419,936
Wendy's -
Tampa, FL 12/30/88 09/20/96 1,049,550 0 0 0 1,049,550 0 828,350
CNL Income Fund V, Ltd.:
Perkins -
Myrtle Beach, SC (2) 02/28/90 08/25/95 0 0 1,040,000 0 1,040,000 0 986,418
Ponderosa -
St. Cloud, FL (6) 06/01/89 10/24/96 73,713 0 1,057,299 0 1,131,012 0 996,769
Franklin National Bank -
Franklin, TN 06/26/89 01/07/97 960,741 0 0 0 960,741 0 1,138,164
</TABLE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
===========================================================
Cost of Properties
Closing Costs and GAAP Adjustments
Excess
(deficiency)
of property
operating cash
receipts over
cash
Property Total expenditures
========================================================
<S> <C>
CNL Income Fund, Ltd.:
Burger King -
San Dimas, CA $955,000 $214,021
Wendy's -
Fairfield, CA 861,500 156,990
CNL Income Fund II, Ltd.:
Golden Corral -
Salisbury, NC 642,800 104,000
Pizza Hut -
Graham, TX 205,500 56,128
Golden Corral -
Medina, OH 743,000 (116,418)
Denny's -
Show Low, AZ (8) 484,185 136,615
KFC -
Eagan, MN 601,100 64,782
CNL Income Fund III, Ltd.:
Wendy's -
Chicago, IL 591,362 (94,944)
Perkins -
Bradenton, FL 1,080,500 229,501
Pizza Hut -
Kissimmee, FL 474,755 198,404
Burger King -
Roswell, GA 775,226 167,755
CNL Income Fund IV, Ltd.:
Taco Bell -
York, PA 616,501 95,499
Burger King -
Hastings, MI 419,936 98,714
Wendy's -
Tampa, FL 828,350 221,200
CNL Income Fund V, Ltd.:
Perkins -
Myrtle Beach, SC (2) 986,418 53,582
Ponderosa -
St. Cloud, FL (6) 996,769 134,243
Franklin National Bank -
Franklin, TN 1,138,164 (177,423)
</TABLE>
C-35
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
===============================================================================================
Including Closing and
Soft Costs
Purchase
Cash money Adjustments
received Mortgage mortgage resulting
net of balance taken from
Date Date of closing at time back by application
Property Acquired Sale costs of sale program of GAAP
===============================================================================================
<S> <C>
Shoney's -
Smyrna, TN 03/22/89 05/13/97 636,788 0 0 0
CNL Income Fund VI, Ltd.:
Hardee's -
Batesville, AR 11/02/89 05/24/94 791,211 0 0 0
Hardee's -
Heber Springs, AR 02/13/90 05/24/94 638,270 0 0 0
Hardee's -
Little Canada, MN 11/28/89 06/29/95 899,503 0 0 0
Jack in the Box -
Dallas, TX 06/28/94 12/09/96 982,980 0 0 0
Denny's -
Show Low, AZ (8) 05/22/87 01/31/97 349,200 0 0 0
CNL Income Fund VII, Ltd.:
Taco Bell -
Kearns, UT 06/14/90 05/19/92 700,000 0 0 0
Hardee's -
St. Paul, MN 08/09/90 05/24/94 869,036 0 0 0
Perkins -
Florence, SC (3) 08/28/90 08/25/95 0 0 1,160,000 0
Church's Fried Chicken -
Jacksonville, FL (4) 04/30/90 12/01/95 0 0 240,000 0
Shoney's -
Colorado Springs, CO 07/03/90 07/24/96 1,044,909 0 0 0
Hardee's -
Hartland, MI 07/10/90 10/23/96 617,035 0 0 0
Hardee's -
Columbus, IN 09/04/90 05/30/97 223,590 0 0 0
CNL Income Fund VIII, Ltd.:
Denny's -
Ocoee, FL 03/16/91 07/31/95 1,184,865 0 0 0
Church's Fried Chicken -
Jacksonville, FL (4) 09/28/90 12/01/95 0 0 240,000 0
Church's Fried Chicken -
Jacksonville, FL (5) 09/28/90 12/01/95 0 0 220,000 0
Ponderosa -
Orlando, FL (6) 12/17/90 10/24/96 0 0 1,353,775 0
</TABLE>
<TABLE>
<CAPTION>
=============================================================================================
Cost of Properties
Selling Price, Net of
Closing Costs and GAAP Adjustments
Excess
Total (deficiency)
acquisition of property
cost, capital operating cash
Original improvements receipts over
mortgage closing and cash
Property Total financing soft costs (1) Total expenditures
=============================================================================================
<S> <C>
Shoney's -
Smyrna, TN 636,788 0 554,200 554,200 82,588
CNL Income Fund VI, Ltd.:
Hardee's -
Batesville, AR 791,211 0 605,500 605,500 185,711
Hardee's -
Heber Springs, AR 638,270 0 532,893 532,893 105,377
Hardee's -
Little Canada, MN 899,503 0 821,692 821,692 77,811
Jack in the Box -
Dallas, TX 982,980 0 964,437 964,437 18,543
Denny's -
Show Low, AZ (8) 349,200 0 272,354 272,354 76,846
CNL Income Fund VII, Ltd.:
Taco Bell -
Kearns, UT 700,000 0 560,202 560,202 139,798
Hardee's -
St. Paul, MN 869,036 0 742,333 742,333 126,703
Perkins -
Florence, SC (3) 1,160,000 0 1,084,905 1,084,905 75,095
Church's Fried Chicken -
Jacksonville, FL (4) 240,000 0 233,728 233,728 6,272
Shoney's -
Colorado Springs, CO 1,044,909 0 898,739 893,739 151,170
Hardee's -
Hartland, MI 617,035 0 841,642 841,642 (224,607)
Hardee's -
Columbus, IN 223,590 0 219,676 219,676 3,914
CNL Income Fund VIII, Ltd.:
Denny's -
Ocoee, FL 1,184,865 0 949,199 949,199 235,666
Church's Fried Chicken -
Jacksonville, FL (4) 240,000 0 238,153 238,153 1,847
Church's Fried Chicken -
Jacksonville, FL (5) 220,000 0 215,845 215,845 4,155
Ponderosa -
Orlando, FL (6) 1,353,775 0 1,179,210 1,179,210 174,565
</TABLE>
C-36
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
===============================================================================================
Including Closing and
Soft Costs
Purchase
Cash money Adjustments
received Mortgage mortgage resulting
net of balance taken from
Date Date of closing at time back by application
Property Acquired Sale costs of sale program of GAAP
===============================================================================================
<S> <C>
CNL Income Fund IX, Ltd.:
Burger King -
Woodmere, OH 05/31/91 12/12/96 918,445 0 0 0
Burger King -
Alpharetta, GA 09/20/91 06/30/97 1,053,571 0 0 0
CNL Income Fund X, Ltd.:
Shoney's -
Denver, CO 03/04/92 08/11/95 1,050,186 0 0 0
CNL Income Fund XI, Ltd.:
Burger King -
Philadelphia, PA 09/29/92 11/07/96 1,044,750 0 0 0
CNL Income Fund XII, Ltd.:
Golden Corral -
Houston, TX 12/28/92 04/10/96 1,640,000 0 0 0
CNL Income Fund XIII, Ltd.:
Checkers -
Houston, TX 03/31/94 04/24/95 286,411 0 0 0
Checkers -
Richmond, VA 03/31/94 11/21/96 550,000 0 0 0
CNL Income Fund XIV, Ltd.:
Checkers -
Knoxville, TN 03/31/94 03/01/95 339,031 0 0 0
Checkers -
Dallas, TX 03/31/94 03/01/95 356,981 0 0 0
TGI Friday's -
Woodridge, NJ (7) 01/01/95 09/27/96 1,753,533 0 0 0
Wendy's -
Woodridge, NJ (7) 11/28/94 09/27/96 747,058 0 0 0
CNL Income Fund XV, Ltd.:
Checkers -
Knoxville, TN 05/27/94 03/01/95 263,221 0 0 0
Checkers -
Leavenworth, KS 06/22/94 03/01/95 259,600 0 0 0
Checkers -
Knoxville, TN 07/08/94 03/01/95 288,885 0 0 0
TGI Friday's -
Woodridge, NJ (7) 01/01/95 09/27/96 1,753,533 0 0 0
</TABLE>
<TABLE>
<CAPTION>
==============================================================================================
Cost of Properties
Selling Price, Net of
Closing Costs and GAAP Adjustments
Excess
Total (deficiency)
acquisition of property
cost, capital operating cash
Original improvements receipts over
mortgage closing and cash
Property Total financing soft costs (1) Total expenditures
==============================================================================================
<S> <C>
CNL Income Fund IX, Ltd.:
Burger King -
Woodmere, OH 918,445 0 918,445 918,445 0
Burger King -
Alpharetta, GA 1,053,571 0 713,866 713,866 339,705
CNL Income Fund X, Ltd.:
Shoney's -
Denver, CO 1,050,186 0 987,679 987,679 62,507
CNL Income Fund XI, Ltd.:
Burger King -
Philadelphia, PA 1,044,750 0 818,850 818,850 225,900
CNL Income Fund XII, Ltd.:
Golden Corral -
Houston, TX 1,640,000 0 1,636,643 1,636,643 3,357
CNL Income Fund XIII, Ltd.:
Checkers -
Houston, TX 286,411 0 286,411 286,411 0
Checkers -
Richmond, VA 550,000 0 413,288 413,288 136,712
CNL Income Fund XIV, Ltd.:
Checkers -
Knoxville, TN 339,031 0 339,031 339,031 0
Checkers -
Dallas, TX 356,981 0 356,981 356,981 0
TGI Friday's -
Woodridge, NJ (7) 1,753,533 0 1,510,245 1,510,245 243,288
Wendy's -
Woodridge, NJ (7) 747,058 0 672,746 672,746 74,312
CNL Income Fund XV, Ltd.:
Checkers -
Knoxville, TN 263,221 0 263,221 263,221 0
Checkers -
Leavenworth, KS 259,600 0 259,600 259,600 0
Checkers -
Knoxville, TN 288,885 0 288,885 288,885 0
TGI Friday's -
Woodridge, NJ (7) 1,753,533 0 1,510,245 1,510,245 243,288
</TABLE>
C-37
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
===============================================================================================
Including Closing and
Soft Costs
Purchase
Cash money Adjustments
received Mortgage mortgage resulting
net of balance taken from
Date Date of closing at time back by application
Property Acquired Sale costs of sale program of GAAP
===============================================================================================
<S> <C>
Wendy's -
Woodridge, NJ (7) 11/28/94 09/27/96 747,058 0 0 0
CNL Income Fund XVI, Ltd.:
Long John Silver's -
Appleton, WI 06/24/95 04/24/96 775,000 0 0 0
Checker's -
Oviedo, FL 11/14/94 02/28/97 610,384 0 0 0
CNL American Properties
Fund, Inc.:
TGI Friday's -
Orange, CT 10/30/95 05/08/97 1,312,799 0 0 0
TGI Friday's -
Hazlet, NJ 07/15/96 05/08/97 1,324,109 0 0 0
TGI Friday's -
Marlboro, NJ 08/01/96 05/08/97 1,372,075 0 0 0
TGI Friday's -
Hamden, CT 08/26/96 05/08/97 1,245,100 0 0 0
</TABLE>
<TABLE>
<CAPTION>
==============================================================================================
Cost of Properties
Selling Price, Net of
Closing Costs and GAAP Adjustments
Excess
Total (deficiency)
acquisition of property
cost, capital operating cash
Original improvements receipts over
mortgage closing and cash
Property Total financing soft costs (1) Total expenditures
==============================================================================================
<S> <C>
Wendy's -
Woodridge, NJ (7) 747,058 0 672,746 672,746 74,312
CNL Income Fund XVI, Ltd.:
Long John Silver's -
Appleton, WI 775,000 0 613,838 613,838 161,162
Checker's -
Oviedo, FL 610,384 0 506,311 506,311 104,073
CNL American Properties
Fund, Inc.:
TGI Friday's -
Orange, CT 1,312,799 0 1,310,980 1,310,980 1,819
TGI Friday's -
Hazlet, NJ 1,324,109 0 1,294,237 1,294,237 29,872
TGI Friday's -
Marlboro, NJ 1,372,075 0 1,324,288 1,324,288 47,787
TGI Friday's -
Hamden, CT 1,245,100 0 1,203,136 1,203,136 41,964
</TABLE>
(1) Amounts shown do not include pro rata share of original offering costs or
acquisition fees.
(2) Amount shown is face value and does not represent discounted current value.
The mortgage note bears interest at a rate of 10.25% per annum and provides
for a balloon payment of $1,006,004 in July 2000.
(3) Amount shown is face value and does not represent discounted current value.
The mortgage note bears interest at a rate of 10.25% per annum and provides
for a balloon payment of $1,106,657 in July 2000.
(4) Amounts shown are face value and do not represent discounted current value.
Each mortgage note bears interest at a rate of 10.00% per annum and
provides for a balloon payment of $218,252 in December 2005.
(5) Amount shown is face value and does not represent discounted current value.
The mortgage note bears interest at a rate of 10.00% per annum and provides
for a balloon payment of $200,324 in December 2005.
(6) Amounts shown are face value and do not represent discounted current value.
Each mortgage note bears interest at a rate of 10.75% per annum and
provides for 12 monthly payments of interest only and thereafter, 168 equal
monthly payments of principal and interest.
(7) CNL Income Fund XIV, Ltd. and CNL Income Fund XV, Ltd. each owned a 50
percent interest in Wood-Ridge Real Estate Joint Venture, which owned two
properties. The amounts presented for each of CNL Income Fund XIV, Ltd.
and CNL Income Fund XV, Ltd. represent each partnership's 50 percent
interest in the properties owned by Wood-Ridge Real Estate Joint Venture.
(8) CNL Income Fund II, Ltd. owns a 64 percent interest and CNL Income Fund VI,
Ltd. owns a 36 percent interest in this joint venture. The amounts
presented for each of CNL Income Fund II, Ltd. and CNL Income Fund VI, Ltd.
represent each partnership's percent interest in the properties owned by
Show Low Joint Venture.
C-38
