<PAGE>
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 September 30, 1999
-------------------------------------------------
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
0-19144
---------------------------------------
CNL Income Fund VI, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2922954
- ------------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
-------------------------------
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
--------
Page
----
Part I.
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 5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-16
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 16
Part II.
Other Information 17-18
<PAGE>
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------------- -------------------
<S> <C> <C>
ASSETS
------
Land and buildings on operating leases, less
accumulated depreciation of $3,163,448 and
$3,586,086 in 1999 and 1998, respectively $ 15,164,023 $ 18,559,844
Net investment in direct financing leases 3,881,285 3,929,152
Investment in joint ventures 5,058,461 5,021,121
Cash and cash equivalents 1,121,875 1,170,686
Restricted cash 4,380,164 --
Receivables, less allowance for doubtful accounts
of $260,175 and $323,813 in 1999 and 1998, respectively 6,482 150,912
Prepaid expenses 3,718 949
Lease costs, less accumulated amortization of
$8,556 and $7,181 in 1999 and 1998, respectively 9,144 10,519
Accrued rental income, less allowance for doubtful
accounts of $47,718 and $38,944 in 1999 and 1998, respectively 465,442 785,982
Other assets 26,731 26,731
------------------- -------------------
$ 30,117,325 $ 29,655,896
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Accounts payable $ 142,273 $ 8,173
Accrued and escrowed real estate taxes payable 9,184 2,500
Due to related party 8,462 19,403
Distributions payable 787,500 857,500
Rents paid in advance and deposits 64,773 28,241
------------------- -------------------
Total liabilities 1,012,192 915,817
Commitments and Contingencies (Note 5)
Minority interest 138,383 144,949
Partners' capital 28,966,750 28,595,130
------------------- -------------------
$ 30,117,325 $ 29,655,896
=================== ===================
</TABLE>
See accompanying notes to condensed financial statements.
1
<PAGE>
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Revenues:
Rental income from operating leases $ 515,427 $ 604,034 $1,714,712 $1,884,112
Adjustments to accrued rental income (2,925) (2,925) (8,774) (155,528)
Earned income from direct financing leases 111,226 106,936 347,767 363,720
Contingent rental income 4,410 4,882 20,892 39,361
Interest and other income 58,431 25,316 97,683 92,998
------------ ------------ ------------ ------------
686,569 738,243 2,172,280 2,224,663
------------ ------------ ------------ ------------
Expenses:
General operating and administrative 30,786 42,989 108,897 129,031
Bad debt expense -- -- -- 12,854
Professional services 7,794 6,494 26,636 23,285
State and other taxes -- -- 9,713 10,392
Depreciation and amortization 94,768 114,253 317,414 344,306
Transaction costs 57,931 -- 168,751 --
------------ ------------ ------------ ------------
191,279 163,736 631,411 519,868
------------ ------------ ------------ ------------
Income Before Minority Interest in Income of
Consolidated Joint Venture, Equity in Earnings of
Unconsolidated Joint Ventures and Gain on Sale of
Land and Buildings 495,290 574,507 1,540,869 1,704,795
Minority Interest in Income of Consolidated Joint
Venture (9,402) (4,133) (21,564) (28,673)
Equity in Earnings of Unconsolidated Joint Ventures 119,290 94,509 366,512 212,408
Gain on Sale of Land and Buildings -- -- 848,303 345,122
------------ ------------ ------------ ------------
Net Income $ 605,178 $ 664,883 $2,734,120 $2,233,652
============ ============ ============ ============
Allocation of Net Income:
General partners $ 6,052 $ 6,649 $ 26,145 $ 20,455
Limited partners 599,126 658,234 2,707,975 2,213,197
------------ ------------ ------------ ------------
$ 605,178 $ 664,883 $2,734,120 $2,233,652
============ ============ ============ ============
Net Income Per Limited Partner Unit $ 8.56 $ 9.40 $ 38.69 $ 31.62
============ ============ ============ ============
Weighted Average Number of Limited Partner
Units Outstanding 70,000 70,000 70,000 70,000
============ ============ ============ ============
</TABLE>
See accompanying notes to condensed financial statements.
2
<PAGE>
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Nine Months Ended Year Ended
September 30, December 31,
1999 1998
------------------------- ------------------
<S> <C> <C>
General partners:
Beginning balance $ 257,690 $ 229,363
Net income 26,145 28,327
------------------------- ------------------
283,835 257,690
------------------------- ------------------
Limited partners:
Beginning balance 28,337,440 28,564,886
Net income 2,707,975 2,992,554
Distributions ($33.75 and $46.00 per
limited partner unit, respectively) (2,362,500) (3,220,000)
------------------------- ------------------
28,682,915 28,337,440
------------------------- ------------------
Total partners' capital $ 28,966,750 $ 28,595,130
========================= ==================
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE>
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Nine Months Ended
September 30,
1999 1998
--------------- ---------------
<S> <C> <C>
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $2,459,240 $2,445,813
--------------- ---------------
Cash Flows from Investing Activities:
Proceeds from sale of land and buildings 4,318,145 2,832,253
Additions to land and buildings on operating
leases -- (125,000)
Investment in joint ventures (44,121) (3,716,209)
Decrease (increase) in restricted cash (4,318,145) 697,650
Payment of lease costs (3,300) (3,300)
--------------- ---------------
Net cash used in investing activities (47,421) (314,606)
--------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,432,500) (2,362,500)
Distributions to holder of minority interest (28,130) (29,602)
--------------- ---------------
Net cash used in financing activities (2,460,630) (2,392,102)
--------------- ---------------
Net Decrease in Cash and Cash Equivalents (48,811) (260,895)
Cash and Cash Equivalents at Beginning of Period 1,170,686 1,614,759
--------------- ---------------
Cash and Cash Equivalents at End of Period $1,121,875 $1,353,864
=============== ===============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 787,500 $ 787,500
=============== ===============
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE>
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 1999 and 1998
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 nine
months ended September 30, 1999 may not be indicative of the results that
may be expected for the year ending December 31, 1999. Amounts as of
December 31, 1998, 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 Form 10-K of CNL Income
Fund VI, Ltd. (the "Partnership") for the year ended December 31, 1998.
The Partnership accounts for its approximate 66 percent interest in the
accounts of Caro Joint Venture using the consolidation method. Minority
interest represents the minority joint venture partner's proportionate
share of the equity in the Partnership's consolidated joint venture. All
significant intercompany accounts and transactions have been eliminated.
2. Land and Buildings on Operating Leases:
---------------------------------------
In June 1999, the Partnership sold four of its Burger King properties, one
in each of Sevierville, Walker Springs, Broadway and Greeneville,
Tennessee, to the tenant in accordance with the purchase option under the
lease agreements, for a total of approximately $4,354,000 and received net
sales proceeds of $4,318,145 resulting in a total gain of $848,303 for
financial reporting purposes. These properties were originally acquired by
the Partnership in January 1990 and had costs totaling approximately
$3,535,700, excluding acquisition fees and miscellaneous acquisition
expenses; therefore, the Partnership sold these properties for a total of
approximately $782,400 in excess of their original purchase prices.
3. Restricted Cash:
----------------
As of September 30, 1999, the net sales proceeds of $4,318,145 from the
sales of the four Burger King properties, plus accrued interest of $62,019,
were being held in interest-bearing escrow accounts pending the release of
funds by the escrow agent to acquire additional properties on behalf of the
Partnership.
5
<PAGE>
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 1999 and 1998
4. Related Party Transactions:
---------------------------
On September 1, 1999, CNL American Properties Fund, Inc. ("APF"), an
affiliate of the general partners, acquired CNL Fund Advisors, Inc.
("CFA"), an affiliate who provides certain services relating to management
of the Partnership and its properties pursuant to a management agreement
with the Partnership. As a result of this acquisition, CFA became a wholly
owned subsidiary of APF; however, the terms of the management agreement
between the Partnership and CFA remain unchanged and in effect.
5. Commitments and Contingencies:
------------------------------
On March 11, 1999, the Partnership entered into an Agreement and Plan of
Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which
the Partnership would be merged with and into a subsidiary of APF (the
"Merger"). As consideration for the Merger, APF has agreed to issue
1,865,194 shares of its common stock, par value $0.01 per share (the "APF
Shares"). In order to assist the general partners in evaluating the
proposed merger consideration, the general partners retained Valuation
Associates, a nationally recognized real estate appraisal firm, to appraise
the Partnership's restaurant property portfolio. Based on Valuation
Associates' appraisal, the fair value of the Partnership's property
portfolio and other assets was $36,721,726 as of December 31, 1998. The APF
Shares are expected to be listed for trading on the New York Stock Exchange
concurrently with the consummation of the Merger, and therefore, would be
freely tradable at the option of the former limited partners. At a special
meeting of the partners that is expected to be held in the first quarter of
2000, limited partners holding in excess of 50% of the Partnership's
outstanding limited partnership interests must approve the Merger prior to
consummation of the transaction. If the limited partners at the special
meeting approve the Merger, APF will own the properties and other assets of
the Partnership. The general partners intend to recommend that the limited
partners of the Partnership approve the Merger. In connection with their
recommendation, the general partners will solicit the consent of the
limited partners at the special meeting. If the limited partners reject the
Merger, the Partnership will bear the portion of the transaction costs
based upon the percentage of "For" votes and the general partners will bear
the portion of such transaction costs based upon the percentage of
"Against" votes and abstentions.
On May 11, 1999, four limited partners in several of the CNL Income Funds
served a lawsuit against the general partners and APF in connection with
the proposed Merger. On July 8, 1999, the plaintiffs amended the complaint
to add three additional limited partners as plaintiffs. Additionally, on
June 22, 1999, a limited partner in certain of the CNL Income Funds served
a lawsuit against the general partners, APF, CNL Fund
6
<PAGE>
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 1999 and 1998
5. Commitments and Contingencies - Continued:
------------------------------------------
Advisors, Inc. and certain of its affiliates in connection with the
proposed Merger. On September 23, 1999, the judge assigned to the two
lawsuits entered an order consolidating the two cases. Pursuant to this
order, the plaintiffs in these cases filed a consolidated and amended
complaint on November 8, 1999. The various defendants, including the
general partners, have 45 days to respond to that consolidated complaint.
The general partners and APF believe that the lawsuits are without merit
and intend to defend vigorously against the claims. See Part II - Item 1.
Legal Proceedings.
6. Subsequent Events:
------------------
In October 1999, the Partnership used a portion of the net sales proceeds
from the sales of its four Burger King properties to invest in two
Properties one in each of Baytown, Texas and Round Rock, Texas, with CNL
Income Fund III, Ltd. and CNL Income Fund XI, Ltd., respectively,
affiliates of the general partners as tenants-in-common for an 80 percent
and a 77 percent interest, respectively percent interest in the properties.
The Partnership will account for its investment in these Properties using
the equity method since the Partnership will share control with affiliates.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund VI, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 17, 1988 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 selected national and
regional fast-food and family-style restaurant chains (collectively, the
"Properties"). The leases are triple-net leases, with the lessees generally
responsible for all repairs and maintenance, property taxes, insurance, and
utilities. As of September 30, 1999, the Partnership owned 38 Properties, which
included interests in six Properties owned by joint ventures in which the
Partnership is a co-venturer and five Properties owned with affiliates of the
general partners as tenants-in-common.
Capital Resources
- -----------------
The Partnership's primary source of capital for the nine months ended
September 30, 1999 and 1998 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
$2,459,240 and $2,445,813 for the nine months ended September 30, 1999 and 1998,
respectively. The increase in cash from operations for the nine months ended
September 30, 1999, was primarily a result of changes in the Partnership's
working capital.
Other sources and uses of capital included the following during the nine
months ended September 30, 1999.
In April 1998, the Partnership reinvested a portion of the net sales
proceeds from the 1998 sale of the Property in Melbourne, Florida, in a joint
venture arrangement, Melbourne Joint Venture, with an affiliate of the general
partners, to construct and hold one restaurant Property. As of September 30,
1999, the Partnership had contributed approximately $539,100, of which
approximately $44,100 was contributed during the nine months ended September 30,
1999, to the joint venture to purchase land and pay for construction costs
relating to the joint venture. As of September 30, 1999, the Partnership owned a
50 percent interest in the profits and losses of the joint venture.
In June 1999, the Partnership sold four of its Burger King Properties to
the tenant in accordance with the purchase option under the lease agreements,
for a total of approximately $4,354,000 and received net sales proceeds of
$4,318,145 resulting in a total gain of $848,303 for financial reporting
purposes. These Properties were originally acquired by the Partnership in
January 1990 and had costs totaling approximately $3,535,700, excluding
acquisition fees and miscellaneous acquisition expenses; therefore, the
Partnership sold these properties for a total of approximately $782,400 in
excess of their original purchase prices. As of September 30, 1999, the net
sales proceeds of $4,318,145, plus accrued interest of $62,019, were being held
in interest-bearing escrow accounts pending the release of funds to acquire
additional Properties. In October 1999, the Partnership used a portion of the
net sales proceeds from the sales of its four Burger King properties to invest
in two Properties one in each of Baytown, Texas and Round
8
<PAGE>
Rock, Texas, with CNL Income Fund III, Ltd. and CNL Income Fund XI, Ltd.,
respectively, affiliates of the general partners as tenants-in-common for an 80
percent and a 77 percent interest, respectively percent interest in the
properties. The Partnership will account for its investment in these Properties
using the equity method since the Partnership will share control with
affiliates. The general partners believe that the transaction, or a portion
thereof, relating to the sales of the four Properties and the reinvestment of
the net sales proceeds will qualify as like-kind exchange transactions for
federal income tax purposes. However, the Partnership will distribute amounts
sufficient to enable the Limited Partners to pay federal and state income taxes,
if any, (at a level reasonably assumed by the General Partners) resulting from
the sale.
Currently, rental income from the Partnership's Properties, are invested in
money market accounts or other short-term, highly liquid investments such as
demand deposit accounts at commercial banks, certificates of deposit, and money
market accounts with less than a 30-day maturity date, pending the Partnership's
use of such funds to pay Partnership expenses or to make distributions to the
partners. At September 30, 1999, the Partnership had $1,121,875 invested in such
short-term investments as compared to $1,170,686 at December 31, 1998. The funds
remaining at September 30, 1999, after payment of distributions and other
liabilities, will be used to meet the Partnership's working capital and other
needs.
Short-Term Liquidity
- --------------------
The Partnership's short-term liquidity requirements consist primarily of
the operating expenses of the Partnership.
The Partnership's investment strategy of acquiring Properties for cash and
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.
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.
The Partnership generally distributes cash from operations remaining after
the payment of operating expenses of the Partnership, to the extent that the
general partners determine that such funds are available for distribution. Based
on cash from operations, the Partnership declared distributions to the limited
partners of $2,362,500 for each of the nine months ended September 30, 1999 and
1998 ($787,500 for each of the quarters ended September 30, 1999 and 1998). This
represents distributions for each of the nine months ended September 30, 1999
and 1998 of $33.75 per unit ($11.25 per unit for each of the quarters ended
September 30, 1999 and 1998). No distributions were made to the general partners
for the quarters and nine months ended September 30, 1999 and 1998. No amounts
distributed to the limited partners for the nine months ended September 30, 1999
and 1998 are 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 to the limited partners on a quarterly basis.
9
<PAGE>
Total liabilities of the Partnership, including distributions payable,
increased to $1,012,192 at September 30, 1999, from $915,817 at December 31,
1998, primarily as the result of the Partnership accruing transaction costs
relating to the proposed merger with CNL American Properties Fund, Inc. ("APF"),
as described below and an increase in rents paid in advance and deposits. The
increase in liabilities was partially offset by a decrease due to the
Partnership paying a special distribution in January 1999 of accumulated, excess
operating reserves to the limited partners of $70,000 which had been accrued at
December 31, 1998. The general partners believe the Partnership has sufficient
cash on hand to meet the Partnership's current working capital needs.
Long-Term Liquidity
- -------------------
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
- ---------------------
During the nine months ended September 30, 1998, the Partnership and its
consolidated joint venture, Caro Joint Venture, owned and leased 35 wholly owned
Properties (which included four Properties which were sold during 1998) to
operators of fast-food and family-style restaurant chains. During the nine
months ended September 30, 1999, the Partnership and Caro Joint Venture, owned
and leased 32 wholly owned Properties (which included four Properties which were
sold in June 1999). In connection therewith, the Partnership and Caro Joint
Venture earned $2,053,705 and $2,092,304 during the nine months ended September
30, 1999 and 1998, respectively, in rental income from operating leases (net of
adjustments to accrued rental income) and earned income from direct financing
leases from these Properties, $623,728 and $708,045 of which was earned during
the quarters ended September 30, 1999 and 1998. Rental and earned income
decreased during the quarter and nine months ended September 30, 1999, as
compared to the quarter and nine months ended September 30, 1998, primarily as a
result of the sales of Properties during 1998 and the 1999 sales which are
described above in "Capital Resources". Rental and earned income are expected to
remain at reduced amounts while equity in earnings of joint ventures is expected
to increase due to the fact that the Partnership reinvested the net sales
proceeds from the 1998 sales of Properties in joint ventures or in Properties
with affiliates of the general partners, as tenants-in-common. The decrease in
rental and earned income for the quarter and nine months ended September 30,
1999 was partially offset by the fact that during the quarter and nine months
ended September 30, 1999 the Partnership collected and recognized as income a
portion of the past due rental amounts owed by the former tenant of the Property
located in Melbourne, Florida, for which the Partnership had previously
established an allowance for doubtful accounts. The former tenant vacated this
Property in October 1997 and the Partnership had been pursuing collection of the
past due rental amounts. The Partnership sold this Property in February 1998.
The decrease in rental and earned income for the nine months ended
September 30, 1999 was also partially offset by the fact that during the nine
months ended September 30, 1998, the Partnership wrote off approximately
$155,500 in accrued rental income (non-cash accounting adjustments relating to
the straight-lining of future scheduled rent increases over the lease term
10
<PAGE>
in accordance with generally accepted accounting principles) relating to its
Property in Bellevue, Nebraska to adjust the carrying value of the asset to the
net sales proceeds received in June 1998 from the sale of this Property.
For the nine months ended September 30, 1999 and 1998, the Partnership also
earned $20,892 and $39,361, respectively, in contingent rental income, $4,410
and $4,882 of which was earned during the quarters ended September 30, 1999 and
1998, respectively. The decrease in contingent rental income during the nine
months ended September 30, 1999 was primarily attributable to a decrease in
gross sales of certain restaurant properties, the leases of which require the
payment of contingent rental income.
For the nine months ended September 30, 1999 and 1998, the Partnership
owned and leased five Properties indirectly through joint venture arrangements
and five Properties as tenants-in-common with affiliates of the general
partners. In connection therewith, during the nine months ended September 30,
1999 and 1998, the Partnership earned $366,512 and $212,408, respectively,
attributable to net income earned by these joint ventures, $119,290 and $94,509
of which was earned for the quarters ended September 30, 1999 and 1998,
respectively. The increase in net income earned by joint ventures during the
quarter and nine months ended September 30, 1999, as compared to the quarter and
nine months ended September 30, 1998, was primarily due to the fact that in 1998
the Partnership used the net sales proceeds from the 1998 sales of three
Properties to invest in Melbourne Joint Venture and Warren Joint Venture and to
acquire an interest in a Property in Fort Myers, Florida, with an affiliate of
the general partners as tenants-in-common.
During the nine months ended September 30, 1999 and 1998, the Partnership
earned $97,683 and $92,998, respectively, in interest and other income, $58,431
and $25,316 of which was earned for the quarters ended September 30, 1999 and
1998. Interest and other income was higher during the quarter and nine months
ended September 30, 1999, partially due to the fact that during the quarter and
nine months ended September 30, 1999, the Partnership earned interest on the net
sales proceeds relating to the sale of four Burger King Properties, as described
above in "Capital Resources".
Operating expenses, including depreciation and amortization expense, were
$631,411 and $519,868 for the nine months ended September 30, 1999 and 1998,
respectively, of which $191,279 and $163,736 were incurred for the quarters
ended September 30, 1999 and 1998, respectively. The increase in operating
expenses for the quarter and nine months ended September 30, 1999, was primarily
due to the fact that the Partnership incurred $57,931 and $168,751 in
transaction costs during the quarter and nine months ended September 30, 1999,
respectively, related to the general partners retaining financial and legal
advisors to assist them in evaluating and negotiating the proposed merger with
APF, as described below. If the limited partners reject the merger, the
Partnership will bear the portion of the transaction costs based upon the
percentage of "For" votes and the general partners will bear the portion of such
transaction costs based upon the percentage of "Against" votes and abstentions.
The increase in operating expenses was partially offset by a decrease in
depreciation expense due to sales of several Properties in 1998 and 1999.
11
<PAGE>
As a result of the sales of the four Properties described above in "Capital
Resources," the Partnership recognized a gain of $848,303 during the nine months
ended September 30, 1999. In addition, as a result of the sale of the Property
in Deland, Florida, the Partnership recognized a gain of $345,122 during the
nine months ended September 30, 1998 for financial reporting purposes.
Proposed Merger
- ---------------
On March 11, 1999, the Partnership entered into an Agreement and Plan of
Merger with APF, pursuant to which the Partnership would be merged with and into
a subsidiary of APF (the "Merger"). As consideration for the Merger, APF has
agreed to issue 1,865,194 shares of its common stock, par value $0.01 per share
(the "APF Shares"). In order to assist the general partners in evaluating the
proposed merger consideration, the general partners retained Valuation
Associates, a nationally recognized real estate appraisal firm, to appraise the
Partnership's restaurant property portfolio. Based on Valuation Associates'
appraisal, the fair value of the Partnership's property portfolio and other
assets was $36,721,726 as of December 31, 1998. The APF Shares are expected to
be listed for trading on the New York Stock Exchange concurrently with the
consummation of the Merger, and therefore, would be freely tradable at the
option of the former limited partners. At a special meeting of the partners that
is expected to be held in the first quarter of 2000, limited partners holding in
excess of 50% of the Partnership's outstanding limited partnership interests
must approve the Merger prior to consummation of the transaction. If the limited
partners at the special meeting approve the Merger, APF will own the properties
and other assets of the Partnership. The general partners intend to recommend
that the limited partners of the Partnership approve the Merger. In connection
with their recommendation, the general partners will solicit the consent of the
limited partners at the special meeting. If the limited partners reject the
Merger, the Partnership will bear the portion of the transaction costs based
upon the percentage of "For" votes and the general partners will bear the
portion of such transaction costs based upon the percentage of "Against" votes
and abstentions.
On May 11, 1999, four limited partners in several of the CNL Income Funds
served a lawsuit against the general partners and APF in connection with the
proposed Merger. On July 8, 1999, the plaintiffs amended the complaint to add
three additional limited partners as plaintiffs. Additionally, on June 22, 1999,
a limited partner in certain of the CNL Income Funds served a lawsuit against
the general partners, APF, CNL Fund Advisors, Inc. and certain of its affiliates
in connection with the proposed Merger. On September 23, 1999, the judge
assigned to the two lawsuits entered an order consolidating the two cases.
Pursuant to this order, the plaintiffs in these cases filed a consolidated and
amended complaint on November 8, 1999. The various defendants, including the
general partners, have 45 days to respond to that consolidated complaint. The
general partners and APF believe that the lawsuits are without merit and intend
to defend vigorously against the claims. See Part II - Item 1. Legal
Proceedings.
12
<PAGE>
Year 2000 Readiness Disclosure
- ------------------------------
Overview of Year 2000 Problem
The year 2000 problem concerns the inability of information and
non-information technology systems to properly recognize and process date
sensitive information beyond January 1, 2000. The failure to accurately
recognize the year 2000 could result in a variety of problems from data
miscalculations to the failure of entire systems.
Information and Non-Information Technology Systems
The Partnership does not have any information or non-information technology
systems. The general partners and their affiliates provide all services
requiring the use of information and non-information technology systems pursuant
to a management agreement with the Partnership. The information technology
system of the general partners' affiliates consists of a network of personal
computers and servers built using hardware and software from mainstream
suppliers. The non-information technology systems of the affiliates are
primarily facility related and include building security systems, elevators,
fire suppressions, HVAC, electrical systems and other utilities. The affiliates
have no internally generated programmed software coding to correct, because
substantially all of the software utilized by the affiliates is purchased or
licensed from external providers. The maintenance of non-information technology
systems at the Partnership's restaurant properties is the responsibility of the
tenants of such properties in accordance with the terms of the Partnership's
leases.
The Y2K Team
In early 1998, the general partners and their affiliates formed a Year 2000
committee (the "Y2K Team") for the purpose of identifying, understanding and
addressing the various issues associated with the year 2000 problem. The Y2K
Team consists of the general partners and members from their affiliates,
including representatives from senior management, information systems,
telecommunications, legal, office management, accounting and property
management.
Assessing Year 2000 Readiness
The Y2K Team's initial step in assessing year 2000 readiness consisted of
identifying any systems that are date-sensitive and, accordingly, could have
potential year 2000 problems. The Y2K Team has conducted inspections, interviews
and tests to identify which of the systems used by the Partnership could have a
potential year 2000 problem.
The information system of the general partners' affiliates is comprised of
hardware and software applications from mainstream suppliers. Accordingly, the
Y2K Team has contacted and is evaluating documentation from the respective
vendors and manufacturers to verify the year 2000 compliance of their products.
The Y2K Team has also requested and is evaluating documentation from the
non-information technology systems providers of the affiliates.
In addition, the Y2K Team has requested and is evaluating documentation
from other companies with which the Partnership has material third party
relationships. Such third parties,
13
<PAGE>
in addition to the providers of information and non-information technology
systems, consist of the Partnership's transfer agent and financial institutions.
The Partnership depends on its transfer agent to maintain and track investor
information and its financial institutions for availability of cash.
As of September 30, 1999, the Y2K Team had received responses from
approximately 62 percent of the third parties. All of the responses were in
writing. Of the third parties responding, all indicated that they are currently
year 2000 compliant or will be year 2000 compliant prior to the year 2000.
Although the Y2K Team continues to receive positive responses from the companies
with which the Partnership has third party relationships regarding their year
2000 compliance, the general partners cannot be assured that the third parties
have adequately considered the impact of the year 2000.
In addition, the Y2K Team has requested documentation from the
Partnership's tenants. As of September 30, 1999, the Y2K Team had received
responses from approximately 56 percent of the tenants. All of the responses
were in writing. Of the tenant's responding, all indicated that they are
currently year 2000 compliant or will be year 2000 compliant prior to the year
2000. The general partners cannot be assured that the tenants have adequately
considered the impact of the year 2000. The Partnership has also instituted a
policy of requiring any new tenants to indicate that their systems are year 2000
compliant or are expected to be year 2000 compliant prior to the year 2000.
Achieving Year 2000 Compliance
The Y2K Team has identified and completed upgrades for its hardware
equipment that was not year 2000 compliant. In addition, the Y2K Team has
identified and completed upgrades of the software applications that were not
year 2000 compliant, although the general partners cannot be assured that the
upgrade solutions provided by the vendors have addressed all possible year 2000
issues.
The cost for these upgrades and other remedial measures is the
responsibility of the general partners and their affiliates. The general
partners do not expect that the Partnership will incur any costs in connection
with year 2000 remedial measures.
Assessing the Risks to the Partnership of Non-Compliance and Developing
Contingency Plans
Risk of Failure of Information and Non-Information Technology Systems Used by
the Partnership
The general partners believe that the reasonably likely worst case scenario
with regard to the information and non-information technology systems used by
the Partnership is the failure of one or more of these systems as a result of
year 2000 problems. Because the Partnership's major source of income is rental
payments under long-term triple-net leases, any failure of information or
non-information technology systems used by the Partnership is not expected to
have a material impact on the results of operations of the Partnership. Even if
such systems failed, the payment of rent under the Partnership's leases would
not be affected. In addition, the Y2K Team is
14
<PAGE>
expected to correct any Y2K problems within the control of the general partners
and their affiliates before the year 2000.
The Y2K Team has determined that a contingency plan to address this risk is
not necessary at this time. However, if the Y2K Team identifies additional risks
associated with the year 2000 compliance of the information or non-information
technology systems used by the Partnership, the Y2K Team will develop a
contingency plan if deemed necessary at that time.
Risk of Inability of Transfer Agent to Accurately Maintain Partnership Records
The general partners believe that the reasonably likely worst case scenario
with regard to the Partnership's transfer agent is that the transfer agent will
fail to achieve year 2000 compliance of its systems and will not be able to
accurately maintain the records of the Partnership. This could result in the
inability of the Partnership to accurately identify its limited partners for
purposes of distributions, delivery of disclosure materials and transfer of
units. The Y2K Team has received certification from the Partnership's transfer
agent of its year 2000 compliance. Despite the positive response from the
transfer agent, the general partners cannot be assured that the transfer agent
has addressed all possible year 2000 issues.
The Y2K Team has developed a contingency plan pursuant to which the general
partners and their affiliates would maintain the records of the Partnership
manually, in the event that the systems of the transfer agent are not year 2000
compliant. The general partners and their affiliates would have to allocate
resources to internally perform the functions of the transfer agent. The general
partners do not anticipate that the additional cost of these resources would
have a material impact on the results of operations of the Partnership.
Risk of Loss of Short-Term Liquidity from Failure of Financial Institutions to
Achieve Year 2000 Compliance
The general partners believe that the reasonably likely worst case scenario
with regard to the Partnership's financial institutions is that some or all of
its funds on deposit with such financial institutions may be temporarily
unavailable. The Y2K Team has received responses from 93% of the Partnership's
financial institutions indicating that their systems are currently year 2000
compliant or are expected to be year 2000 compliant prior to the year 2000.
Despite the positive responses from the financial institutions, the general
partners cannot be assured that the financial institutions have addressed all
possible year 2000 issues. The loss of short-term liquidity could affect the
Partnership's ability to pay its expenses on a current basis. The general
partners do not anticipate that a loss of short-term liquidity would have a
material impact on the results of operations of the Partnership.
Based upon the responses received from the Partnership's financial
institutions and the inability of the Y2K Team to identify a suitable
alternative for the deposit of funds that is not subject to potential year 2000
problems, the Y2K Team has determined not to develop a contingency plan to
address this risk.
15
<PAGE>
Risks of Late Payment or Non-Payment of Rent by Tenants
The general partners believe that the reasonably likely worst case scenario
with regard to the Partnership's tenants is that some of the tenants may make
rental payments late as the result of the failure of the tenants to achieve year
2000 compliance of their systems used in the payment of rent, the failure of the
tenant's financial institutions to achieve year 2000 compliance, or the
temporary disruption of the tenants' businesses. The Y2K Team is in the process
of requesting responses from the Partnership's tenants indicating the extent to
which their systems are currently year 2000 compliant or are expected to be year
2000 compliant prior to the year 2000. The general partners cannot be assured
that the tenants have addressed all possible year 2000 issues. The late payment
of rent by one or more tenants would affect the results of operations of the
Partnership in the short-term.
The general partners are also aware of predictions that the year 2000
problem, if uncorrected, may result in a global economic crisis. The general
partners are not able to determine if such predictions are true. A widespread
disruption of the economy could affect the ability of the Partnership's tenants
to pay rent and, accordingly, could have a material impact on the results of
operations of the Partnership.
Because payment of rent is under the control of the Partnership's tenants,
the Y2K Team is not able to develop a contingency plan to address these risks.
In the event of late payment or non-payment of rent, the general partners will
assess the remedies available to the Partnership under its lease agreements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
16
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
------------------
On May 11, 1999, four limited partners in several CNL Income Funds
served a derivative and purported class action lawsuit filed April 22,
1999 against the general partners and APF in the Circuit Court of the
Ninth Judicial Circuit of Orange County, Florida, alleging that the
general partners breached their fiduciary duties and violated provisions
of certain of the CNL Income Fund partnership agreements in connection
with the proposed Merger. The plaintiffs are seeking unspecified damages
and equitable relief. On July 8, 1999, the plaintiffs filed an amended
complaint which, in addition to naming three additional plaintiffs,
includes allegations of aiding and abetting and conspiring to breach
fiduciary duties, negligence and breach of duty of good faith against
certain of the defendants and seeks additional equitable relief. As
amended, the caption of the case is Jon Hale, Mary J. Hewitt, Charles A.
------------------------------------
Hewitt, Gretchen M. Hewitt Bernard J. Schulte, Edward M. and Margaret
---------------------------------------------------------------------
Berol Trust, and Vicky Berol v. James M. Seneff, Jr., Robert A. Bourne,
-----------------------------------------------------------------------
CNL Realty Corporation, and CNL American Properties Fund, Inc., Case No.
---------------------------------------------------------------
CIO-99-0003561.
On June 22, 1999, a limited partner of several CNL Income Funds served a
purported class action lawsuit filed April 29, 1999 against the general
partners and APF, Ira Gaines, individually and on behalf of a class of
----------------------------------------------------
persons similarly situated, v. CNL American Properties Fund, Inc., James
------------------------------------------------------------------------
M. Seneff, Jr., Robert A. Bourne, CNL Realty Corporation, CNL Fund
------------------------------------------------------------------
Advisors, Inc., CNL Financial Corporation a/k/a CNL Financial Corp., CNL
------------------------------------------------------------------------
Financial Services, Inc. and CNL Group, Inc., Case NO. CIO-99-3796, in
---------------------------------------------
the Circuit Court of the Ninth Judicial Circuit of Orange County,
Florida, alleging that the general partners breached their fiduciary
duties and that APF aided and abetted their breach of fiduciary duties
in connection with the proposed Merger. The plaintiff is seeking
unspecified damages and equitable relief.
On September 23, 1999, Judge Lawrence Kirkwood entered an order
consolidating the two cases under the caption In re: CNL Income Funds
-----------------------
Litigation, Case No. 99-3561. Pursuant to this order, the plaintiffs in
----------------------------
these cases filed a consolidated and amended complaint on November 8,
1999, and the various defendants, including the general partners, have
45 days to respond to that consolidated complaint.
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.
------------------
17
<PAGE>
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
2.1 Agreement and Plan of Merger by and between the Registrant and
CNL American Properties Fund, Inc. ("APF") dated March 11,
1999 and as amended on June 4, 1999, and as amended October
27, 1999 (Filed as Appendix B to the Prospectus Supplement for
the Registrant, constituting a part of Amendment No. 3 to the
Registration Statement of APF on Form S-4, File No. 333-74329)
3.1 Certificate of Limited Partnership of CNL Income Fund VI, Ltd.
(Included as Exhibit 3.3 to Registration Statement No. 33-
23892 on Form S-11 and incorporated herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund VI, Ltd.
(Included as Exhibit 4.2 to Registration Statement No. 33-
23892 on Form S-11 and incorporated herein by reference.)
4.2 Agreement and Certificate of Limited Partnership of CNL Income
Fund VI, Ltd. (Included as Exhibit 4.2 to Form 10-K filed with
the Securities and Exchange Commission on April 1, 1996, and
incorporated herein by reference.)
10.1 Management Agreement (Included as Exhibit 10.1 to Form 10-K
filed with the Securities and Exchange Commission on March 31,
1994, and incorporated herein by reference.)
10.2 Assignment of Management Agreement from CNL Investment Company
to CNL Income Fund Advisors, Inc. (Included as Exhibit 10.2 to
Form 10-K filed with the Securities and Exchange Commission on
March 30, 1995, and incorporated herein by reference.)
10.3 Assignment of Management Agreement from CNL Income Fund
Advisors, Inc. to CNL Fund Advisors, Inc. (Included as Exhibit
10.3 to Form 10-K filed with the Securities and Exchange
Commission on April 1, 1996, and incorporated herein by
reference.)
27 Financial Data Schedule (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
September 30, 1999.
18
<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 10th day of November, 1999.
CNL INCOME FUND VI, 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)
19
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF CNL INCOME FUND VI, LTD. AT SEPTEMBER 30, 1999, AND ITS STATEMENT OF
INCOME FOR THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO THE FORM 10-Q OF CNL INCOME FUND VI, LTD. FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 5,502,039<F2>
<SECURITIES> 0
<RECEIVABLES> 266,657
<ALLOWANCES> 260,175
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 18,327,471
<DEPRECIATION> 3,163,448
<TOTAL-ASSETS> 30,117,325
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 28,966,750
<TOTAL-LIABILITY-AND-EQUITY> 30,117,325
<SALES> 0
<TOTAL-REVENUES> 2,172,280
<CGS> 0
<TOTAL-COSTS> 631,411
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,734,120
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,734,120
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,734,120
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>DUE TO THE NATURE OF ITS INDUSTRY, CNL INCOME FUND VI, LTD. HAS AN
UNCLASSIFIED BALANCE SHEET; THEREFORE, NO VALUES ARE SHOWN ABOVE FOR CURRENT
ASSETS AND CURRENT LIABILITIES.
<F2>INCLUDES $4,380,164 IN RESTRICTED CASH.
</FN>
</TABLE>
