FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number
0-17549
CNL Income Fund IV, Ltd.
(Exact name of registrant as specified in its charter)
Florida 59-2854435
(State or other juris- (I.R.S. Employer
diction of incorporation Identification No.)
or organization)
400 E. South Street, #500
Orlando, Florida 32801
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number
(including area code) (407) 422-1574
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
<PAGE>
CONTENTS
Part I Page
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis
of Financial Condition and
Results of Operations 7-10
Part II
Other Information 11
<PAGE>
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
ASSETS 1997 1996
----------- --------
Land and buildings on operating
leases, less accumulated
depreciation of $3,616,252
and $3,391,035 $18,512,299 $18,737,516
Net investment in direct
financing leases 1,286,934 1,303,604
Investment in joint ventures 2,753,454 2,783,738
Cash and cash equivalents 462,782 554,593
Receivables, less allowance for
doubtful accounts of $180,598
and $156,933 116,416 62,561
Prepaid expenses 12,181 10,935
Lease costs, less accumulated
amortization of $16,703 and
$15,458 7,241 8,486
Accrued rental income 284,915 269,359
Other assets 200 100
----------- -----------
$23,436,422 $23,730,892
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 5,009 $ 10,831
Accrued and escrowed real estate
taxes payable 75,984 32,729
Distributions payable 690,000 690,000
Due to related parties 59,876 67,153
Rents paid in advance and deposits 35,465 32,548
----------- -----------
Total liabilities 866,334 833,261
Commitment (Note 3)
Partners' capital 22,570,088 22,897,631
----------- -----------
$23,436,422 $23,730,892
=========== ===========
See accompanying notes to condensed financial statements.
1
<PAGE>
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
June 30, June 30,
1997 1996 1997 1996
-------- -------- ---------- -------
<S> <C>
Revenues:
Rental income from
operating leases $501,859 $580,375 $1,050,111 $1,160,451
Earned income from direct
financing leases 32,784 33,605 65,780 67,402
Contingent rental income 20,661 19,409 44,604 42,130
Interest and other income 4,864 6,861 11,471 25,071
-------- -------- ---------- ----------
560,168 640,250 1,171,966 1,295,054
-------- -------- ---------- ----------
Expenses:
General operating and
administrative 36,751 44,183 79,666 86,993
Bad debt expense 12,794 - 12,794 -
Professional services 8,864 4,670 14,090 14,417
Real estate taxes 4,357 7,288 28,027 17,960
State and other taxes 134 5,142 16,451 21,694
Depreciation and amorti-
zation 113,231 111,443 226,462 223,661
-------- -------- ---------- ----------
176,131 172,726 377,490 364,725
-------- -------- ---------- ----------
Income Before Equity in
Earnings of Joint Ventures 384,037 467,524 794,476 930,329
Equity in Earnings of Joint
Ventures 64,772 69,346 119,981 131,471
-------- -------- ---------- ----------
Net Income $448,809 $536,870 $ 914,457 $1,061,800
======== ======== ========== ==========
Allocation of Net Income:
General partners $ 4,488 $ 5,369 $ 9,144 $ 10,618
Limited partners 444,321 531,501 905,313 1,051,182
-------- -------- ---------- ----------
$448,809 $536,870 $ 914,457 $1,061,800
======== ======== ========== ==========
Net Income Per Limited
Partner Unit $ 7.41 $ 8.86 $ 15.09 $ 17.52
======== ======== ========== ==========
Weighted Average Number of
Limited Partner Units
Outstanding 60,000 60,000 60,000 60,000
======== ======== ========== ==========
</TABLE>
See accompanying notes to condensed financial statements.
2
<PAGE>
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Six Months Ended Year Ended
June 30, December 31,
1997 1996
---------------- --------
<S> <C>
General partners:
Beginning balance $ 446,657 $ 402,138
Contribution 138,000 22,300
Net income 9,144 22,219
----------- -----------
593,801 446,657
----------- -----------
Limited partners:
Beginning balance 22,450,974 22,886,026
Net income 905,313 2,324,948
Distributions ($23.00 and
$46.00 per limited
partner unit, respectively) (1,380,000) (2,760,000)
----------- -----------
21,976,287 22,450,974
----------- -----------
Total partners' capital $22,570,088 $22,897,631
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE>
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended
June 30,
1997 1996
----------- -------
<S> <C>
Increase (Decrease) in Cash and Cash
Equivalents:
Net Cash Provided by Operating
Activities $ 1,142,182 $ 1,380,932
----------- -----------
Cash Flows from Investing
Activities:
Investment in joint venture - (520,000)
Decrease in restricted cash - 518,150
Other 8,007 (669)
----------- -----------
Net cash provided by
(used in) investing
activities 8,007 (2,519)
----------- -----------
Cash Flows from Financing
Activities:
Contributions from general
partner 138,000 22,300
Distributions to limited
partners (1,380,000) (1,380,000)
----------- -----------
Net cash used in
financing activities (1,242,000) (1,357,700)
----------- -----------
Net Increase (Decrease) in Cash
and Cash Equivalents (91,811) 20,713
Cash and Cash Equivalents at
Beginning of Period 554,593 485,864
----------- -----------
Cash and Cash Equivalents at End of
Period $ 462,782 $ 506,577
=========== ===========
Supplemental Schedule of Non-Cash
Financing Activities:
Distributions declared and
unpaid at end of period $ 690,000 $ 690,000
=========== ===========
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE>
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 1997 and 1996
1. Basis of Presentation:
The accompanying unaudited condensed 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 periods presented. Operating results for
the quarter and six months ended June 30, 1997, may not be indicative
of the results that may be expected for the year ending December 31,
1997. Amounts as of December 31, 1996, included in the financial
statements, have been derived from audited financial statements as of
that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in the Form 10-K of
CNL Income Fund IV, Ltd. (the "Partnership")for the year ended December
31, 1996.
2. Receivables:
In June 1997, the Partnership terminated the leases with the tenant of
the properties in Portland and Winchester, Indiana. In connection
therewith, the Partnership accepted a promissory note from this former
tenant for $32,343 for amounts relating to past due real estate taxes
the Partnership had accrued as a result of the former tenant's
financial difficulties. The promissory note, which is uncollateralized,
bears interest at a rate of ten percent per annum, and is being
collected in 36 monthly installments. As of June 30, 1997, the
receivable balance was $32,343. (See Note 4)
3. Commitment:
In October 1996, the Partnership received notice from the tenant of its
property in Detroit, Michigan, that the tenant intends to exercise its
option to purchase the property in accordance with the terms of its
lease agreement. As of July 10, 1997, the Partnership and the tenant
had not yet entered into a purchase and sale agreement relating to this
property.
4. Subsequent Events:
In July 1997, the Partnership entered into a new lease for the property
located in Leesburg, Florida, with a new tenant to
5
<PAGE>
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 1997 and 1996
4. Subsequent Events - Continued:
operate the property as a Steak 'n Shake restaurant. In connection
therewith, the Partnership has agreed to fund up to $685,000 in
conversion costs associated with this property.
As of July 10, 1997, the Partnership entered into a letter of intent
with a new tenant to operate the properties located in Portland and
Winchester, Indiana. In connection therewith, the Partnership
anticipates to fund up to $250,000 in conversion costs associated with
these properties.
In July 1997, the Partnership received $87,000 in capital contributions
from the corporate general partner in connection with the operations of
the Partnership.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
CNL Income Fund IV, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on November 18, 1987, to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurant properties, as well as land upon which restaurants were to
be constructed, which are leased primarily to operators of national and regional
fast-food and family-style restaurant chains (collectively, the "Properties").
The leases generally are triplenet leases, with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of June 30,
1997, the Partnership owned 41 Properties, including interests in five
Properties owned by joint ventures in which the Partnership is a co-venturer and
one Property owned with affiliates as tenants-in-common.
Liquidity and Capital Resources
The Partnership's primary source of capital for the six months ended
June 30, 1997 and 1996, was cash from operations (which includes cash received
from tenants, distributions from joint ventures, and interest and other income
received, less cash paid for expenses). Cash from operations was $1,142,182 and
$1,380,932 for the six months ended June 30, 1997 and 1996, respectively. The
decrease in cash from operations for the six months ended June 30, 1997, is
primarily a result of changes in income and expenses as discussed in "Results of
Operation" below, and changes in the Partnership's working capital.
Other sources and uses of capital included the following during the six
months ended June 30, 1997.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership. In April 1997, the Partnership received
$138,000 in contributions from the corporate general partner in connection with
the operations of the Partnership. In addition, in July 1997, the Partnership
received $87,000 in contributions from the corporate general partner in
connection with the operations of the Partnership.
In June 1997, the Partnership terminated the leases with the tenant of
the Properties in Portland and Winchester, Indiana. In connection therewith, the
Partnership accepted a promissory note from this former tenant for $32,343 for
amounts relating to past due real estate taxes the Partnership had accrued as a
result of the former tenant's financial difficulties. The promissory note, which
is uncollateralized, bears interest at a rate of ten percent per annum, and is
being collected in 36 monthly installments. As of June 30, 1997 the receivable
balance was $32,343.
7
<PAGE>
Liquidity and Capital Resources - Continued
In October 1996, the Partnership received notice from the tenant of its
Property in Detroit, Michigan, that the tenant intends to exercise its option to
purchase the Property in accordance with the terms of its lease agreement. As of
July 10, 1997, the Partnership and the tenant had not yet entered into a
purchase and sale agreement relating to this Property. This transaction, if it
occurs, is not expected to adversely affect the Partnership's operations in 1997
and future years. Any proceeds received from the sale of this Property will be
reinvested in additional Properties, distributed to the limited partners or used
for other Partnership purposes.
In July 1997, the Partnership entered into a new lease for the Property
located in Leesburg, Florida, with a new tenant to operate the Property as a
Steak n Shake restaurant. In connection therewith, the Partnership has agreed to
fund up to $685,000 in conversion costs associated with this Property.
As of July 10, 1997, the Partnership entered into a letter of intent
for a lease with a new tenant to operate the Properties located in Portland and
Winchester, Indiana. In connection therewith, the Partnership anticipates to
fund up to $250,000 in conversion costs associated with these Properties.
Currently, rental income from the Partnership's Properties is invested
in money market accounts and other short-term, highly liquid investments pending
the Partnership's use of such funds to pay Partnership expenses or to make
distributions to the partners. At June 30, 1997, the Partnership had $462,782
invested in such short-term investments as compared to $554,593 at December 31,
1996. The funds remaining at June 30, 1997, will be used towards the payment of
distributions and other liabilities.
Total liabilities of the Partnership, including distributions payable,
increased to $866,334 at June 30, 1997, from $833,261 at December 31, 1996.
Total liabilities at June 30, 1997, to the extent they exceed cash and cash
equivalents at June 30, 1997, will be paid from future cash from operations,
from general partner capital contributions of $87,000 received in July 1997,
and, in the event the general partners elect to make additional contributions,
from future general partner contributions.
Based on current and anticipated future cash from operations, and to a
lesser extent, additional capital contributions from the corporate general
partner received in April and July 1997 described above, and in April 1996, the
Partnership declared distributions to limited partners of $1,380,000 for each of
the six months ended June 30, 1997 and 1996 ($690,000 for each of the quarters
ended June 30, 1997 and 1996). This represents distributions for each applicable
six months of $23.00 per unit ($11.50 per unit for each applicable quarter). No
distributions were made to the general partners for the quarters and six months
ended June 30, 1997 and 1996. No amounts distributed or to be distributed to the
limited partners for the six months ended June 30, 1997 and 1996, are
8
<PAGE>
Liquidity and Capital Resources - Continued
required to be or have been treated by the Partnership as a return of capital
for purposes of calculating the limited partners' return on their adjusted
capital contributions. The Partnership intends to continue to make distributions
of cash available for distribution to the limited partners on a quarterly basis.
The Partnership's investment strategy of acquiring Properties for cash
and generally leasing them under triple-net leases to operators who generally
meet specified financial standards minimizes the Partnership's operating
expenses. The general partners believe that the leases will continue to generate
cash flow in excess of operating expenses.
Results of Operations
During the six months ended June 30, 1997 and 1996, the Partnership
owned and leased 35 wholly owned Properties to operators generally of fast-food
and family-style restaurant chains. In connection therewith, during the six
months ended June 30, 1997 and 1996, the Partnership earned $1,115,891 and
$1,227,853, respectively, in rental income from operating leases and earned
income from direct financing leases from these Properties, $534,643 and $613,980
of which was earned during the quarters ended June 30, 1997 and 1996,
respectively. The decrease in rental and earned income during the quarter and
six months ended June 30, 1997, as compared to the quarter and six months ended
June 30, 1996, is primarily attributable to the Partnership increasing its
allowance for doubtful accounts by approximately $60,500 and $86,200,
respectively, for rental amounts relating to the Hardee's Properties located in
Portland and Winchester, Indiana, which are leased by the same tenant, due to
financial difficulties the tenant is experiencing. No such allowance was
established during the quarter and six months ended June 30, 1996. In June 1997,
the Partnership terminated the lease with the former tenant as discussed above
in "Liquidity and Capital Resources". The Partnership does not intend to
continue to pursue the collection of these rental and other amounts due from the
former tenant unless the former tenant defaults under the promissory note, as
described above in "Liquidity and Capital Resources".
In addition, rental and earned income decreased during the quarter and
six months ended June 30, 1997, as a result of the Partnership establishing an
allowance for doubtful accounts totalling approximately $21,700 and $31,800,
respectively, for rental amounts relating to the Property located in Palm Bay,
Florida, due to financial difficulties the tenant is experiencing. As of June
30, 1997, the Partnership was negotiating an agreement with the tenant for the
collection of past due amounts relating to this Property and will recognize such
amounts as income if collected.
During the six months ended June 30, 1997 and 1996, the Partnership
also earned $44,604 and $42,130, respectively, in
9
<PAGE>
Results of Operations - Continued
contingent rental income, $20,661 and $19,409 of which was earned during the
quarters ended June 30, 1997 and 1996, respectively.
During the six months ended June 30, 1997 and 1996, the Partnership
also owned and leased five Properties indirectly through joint venture
arrangements and one Property as tenants-in-common with affiliates of the
general partners. In connection therewith, during the six months ended June 30,
1997 and 1996, the Partnership earned $119,981 and $131,471, respectively,
attributable to the net income earned by these joint ventures, $64,772 and
$69,346 of which was earned during the quarters ended June 30, 1997 and 1996,
respectively. The decrease is attributed to some joint ventures adjusting
estimated contingent rental amounts accrued at December 31, 1996, to actual
amounts during the six months ended June 30, 1997.
Operating expenses, including depreciation and amortization expense,
were $377,490 and $364,725 for the six months ended June 30, 1997 and 1996,
respectively, of which $176,131 and $172,726 were incurred for the quarters
ended June 30, 1997 and 1996, respectively. The increase in operating expenses
during the quarter and six months ended June 30, 1997, as compared to the
quarter and six months ended June 30, 1996, is due to the fact that the
Partnership recorded bad debt expense of $12,794 in 1997, relating to the
Properties located in Portland and Winchester, Indiana, relating to past due
rental amounts. The Partnership does not intend to continue to pursue the
collection of such amounts unless the former tenant defaults under the
promissory note, as described above in "Liquidity and Capital Resources".
10
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
Item 2. Changes in Securities. Inapplicable.
Item 3. Defaults upon Senior Securities. Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Inapplicable.
Item 5. Other Information. Inapplicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits - None.
(b) No reports on Form 8-K were filed during the
quarter ended June 30, 1997.
11
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 18th day of July, 1997.
CNL INCOME FUND IV, LTD.
By: CNL REALTY CORPORATION
General Partner
By: /s/ James M. Seneff, Jr.
---------------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
------------------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet of CNL Income Fund IV, Ltd. at June 30, 1997, and its statement of
income for the six months then ended and is qualified in its entirety by
reference to the Form 10Q of CNL Income Fund IV, Ltd. for the six months ended
June 30, 1997.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 462,782
<SECURITIES> 0
<RECEIVABLES> 297,014
<ALLOWANCES> 180,598
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 22,128,551
<DEPRECIATION> 3,616,252
<TOTAL-ASSETS> 23,436,422
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 22,570,088
<TOTAL-LIABILITY-AND-EQUITY> 23,436,422
<SALES> 0
<TOTAL-REVENUES> 1,171,966
<CGS> 0
<TOTAL-COSTS> 364,696
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 12,794
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 914,457
<INCOME-TAX> 0
<INCOME-CONTINUING> 914,457
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 914,457
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Due to the nature of its industry, CNL Income Fund IV, LTD has an
unclassified balance sheet, therefore, no values are shown above for current
assets and current liablities.
</FN>
</TABLE>
