<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
0-23974
---------------------------------------
CNL Income Fund XIV, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3143096
- ------------------------------------------- --------------------------------
(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
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 5-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-18
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 18
Part II
Other Information 19-21
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------------- -------------------
ASSETS
------
<S> <C> <C>
Land and buildings on operating leases, less
accumulated depreciation and allowance
for loss on building $ 25,261,659 $ 26,509,264
Net investment in direct financing leases 7,282,407 7,300,102
Investment in joint ventures 3,870,293 3,813,175
Cash and cash equivalents 1,432,495 949,056
Receivables, less allowance for doubtful accounts
of $390 and $1,105 in 1999 and 1998, respectively 37,924 62,824
Prepaid expenses 13,789 8,389
Lease costs, less accumulated amortization of
$2,723 in 1999 30,277 --
Accrued rental income, less allowance for doubtful
accounts of $12,622 in 1999 and 1998 2,132,203 1,895,349
------------------- -------------------
$ 40,061,047 $ 40,538,159
=================== ===================
<CAPTION>
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
<S> <C> <C>
Accounts payable $ 132,528 $ 2,577
Accrued and escrowed real estate taxes payable 8,531 18,198
Distributions payable 928,130 928,130
Due to related parties 14,013 25,432
Rents paid in advance and deposits 68,380 88,098
------------------- -------------------
Total liabilities 1,151,582 1,062,435
Commitments and Contingencies (Note 5)
Partners' capital 38,909,465 39,475,724
------------------- -------------------
$ 40,061,047 $ 40,538,159
=================== ===================
</TABLE>
See accompanying notes to condensed financial statements.
1
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
------------ ------------- -------------- --------------
Revenues:
<S> <C> <C> <C> <C>
Rental income from operating leases $ 726,148 $ 682,180 $ 2,163,463 $2,107,058
Adjustments to accrued rental income -- (14,350) -- (277,319)
Earned income from direct financing leases 210,132 184,522 631,639 644,797
Interest and other income 14,269 26,585 31,749 73,047
------------ ------------- -------------- --------------
950,549 878,937 2,826,851 2,547,583
------------ ------------- -------------- --------------
Expenses:
General operating and administrative 41,897 51,444 123,080 130,375
Professional services 9,611 5,632 27,187 22,509
Management fees to related party 9,958 8,842 29,430 27,628
Real estate taxes 1,979 41,562 7,310 46,288
State and other taxes -- 1,462 30,688 22,498
Loss on termination of direct financing lease 20,119 21,873 20,119 21,873
Depreciation and amortization 94,168 107,492 292,440 277,598
Transaction costs 62,965 -- 181,178 --
------------ ------------- -------------- --------------
240,697 238,307 711,432 548,769
------------ ------------- -------------- --------------
Income Before Equity in Earnings of Joint
Ventures, Gain (Loss) on Sale of Land and
Buildings and Provision for Loss on Building 709,852 640,630 2,115,419 1,998,814
Equity in Earnings of Joint Ventures 95,979 76,939 284,801 241,570
Gain (Loss) on Sale of Land and Buildings -- -- (60,882) 112,206
Provision for Loss on Building -- -- (121,207) --
------------ ------------- -------------- --------------
Net Income $ 805,831 $ 717,569 $ 2,218,131 $2,352,590
============ ============= ============== ==============
Allocation of Net Income:
General partners $ 8,058 $ 7,175 $ 23,221 $ 22,403
Limited partners 797,773 710,394 2,194,910 2,330,187
------------ ------------- -------------- --------------
$ 805,831 $ 717,569 $ 2,218,131 $2,352,590
============ ============= ============== ==============
Net Income Per Limited Partner Unit $ 0.18 $ 0.16 $ 0.49 $ 0.52
============ ============= ============== ==============
Weighted Average Number of Limited Partner
Units Outstanding 4,500,000 4,500,000 4,500,000 4,500,000
============ ============= ============== ==============
</TABLE>
See accompanying notes to condensed financial statements.
2
<PAGE>
CNL INCOME FUND XIV, 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 $ 177,733 $ 146,640
Net income 23,221 31,093
------------------ -----------------
200,954 177,733
------------------ -----------------
Limited partners:
Beginning balance 39,297,991 39,842,517
Net income 2,194,910 3,167,994
Distributions ($0.62 and $0.83 per
limited partner unit, respectively) (2,784,390) (3,712,520)
------------------ -----------------
38,708,511 39,297,991
------------------ -----------------
Total partners' capital $ 38,909,465 $ 39,475,724
================== =================
</TABLE>
See accompanying notes to condensed financial statements.
3
<PAGE>
CNL INCOME FUND XIV, 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 $2,648,649 $2,610,638
--------------- --------------
Cash Flows from Investing Activities:
Proceeds from sale of land and buildings 696,300 1,648,110
Investment in joint ventures (44,120) (387,573)
Increase in restricted cash -- (79,378)
Payment of lease costs (33,000) --
--------------- --------------
Net cash provided by investing activities 619,180 1,181,159
--------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,784,390) (2,784,390)
--------------- --------------
Net cash used in financing activities (2,784,390) (2,784,390)
--------------- --------------
Net Increase in Cash and Cash Equivalents 483,439 1,007,407
Cash and Cash Equivalents at Beginning of Period 949,056 1,285,777
--------------- --------------
Cash and Cash Equivalents at End of Period $1,432,495 $2,293,184
=============== ==============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 928,130 $ 928,130
=============== ==============
</TABLE>
See accompanying notes to condensed financial statements.
4
<PAGE>
CNL INCOME FUND XIV, 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 XIV, Ltd. (the "Partnership") for the year ended December 31, 1998.
2. Land and Building on Operating Leases:
-------------------------------------
Land and buildings on operating leases consisted of the following at:
September 30, December 31,
1999 1998
-------------------- -------------------
Land $ 15,996,849 $ 16,195,936
Buildings 11,352,634 12,024,577
-------------------- -------------------
27,349,483 28,220,513
Less accumulated
depreciation (1,929,462) (1,674,094)
-------------------- -------------------
25,420,021 26,546,419
Less allowance for
loss on building (158,362) (37,155)
-------------------- -------------------
$ 25,261,659 $ 26,509,264
==================== ===================
5
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 1999 and 1998
2. Land and Building on Operating Leases - Continued:
-------------------------------------------------
As of December 31, 1998, the Partnership recorded a provision for loss on
building of $37,155 for financial reporting purposes relating to the Long
John Silver's property in Shelby, North Carolina. The tenant of this
property filed for bankruptcy and ceased payment of rents under the terms
of its lease agreement. The allowance represented the difference between
the carrying value of the property at December 31, 1998 and the estimated
net realizable value for the property. During the nine months ended
September 30, 1999, the Partnership increased the allowance by $121,207 to
a total of $158,362. The adjusted allowance represented the difference
between the carrying value of the property at September 30, 1999 and the
estimated net sales proceeds from the sale of the property based on a sales
contract with an unrelated third party (see Note 5).
In May 1999, the Partnership sold its property in Stockbridge, Georgia to a
third party for $700,000, and received net sales proceeds of $696,300,
resulting in a loss of $60,882 for financial reporting purposes.
3. Net Investment in Direct Financing Leases:
-----------------------------------------
In September 1999, one of the Partnership's leases with Long John Silver's,
Inc. was rejected in connection with the tenant filing for bankruptcy in
June 1998. As a result, the Partnership reclassified the asset from net
investment in direct financing leases to land and buildings on operating
leases. In accordance with Statement of Financial Accounting Standards No.
13, "Accounting for Leases," the Partnership recorded the reclassified
asset at the lower of original cost, present fair value, or present
carrying amount, which resulted in a loss on termination of direct
financing lease of $20,119 for financial reporting purposes.
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.
6
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 1999 and 1998
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
2,156,521 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 $42,435,559 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.
7
<PAGE>
CNL INCOME FUND XIV, 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:
-----------------------------------------
In May 1999, the Partnership entered into an agreement with an unrelated
third party to sell the Long John Silver's property in Shelby, North
Carolina. As of September 30, 1999, the Partnership had established a
provision for loss on building related to the anticipated sale of this
property (see Note 2). As of November 5, 1999, the sale had not occurred.
In May 1999, the Partnership entered into arrangement with a related party
to sell the Checker's property in Kansas City, Missouri. The general
partners believe that the anticipated sales price will exceed the
Partnership's net carrying value attributable to the property; however, as
of November 5, 1999, the sale had not occurred.
6. Subsequent Event:
----------------
In November 1999, the Partnership used a portion of the net sales proceeds
from the sale of the property in Stockbridge, Georgia to enter into a joint
venture arrangement, Bossier City Joint Venture, with CNL Income Fund VI,
Ltd. and CNL Income Fund XII, Ltd., both Florida limited partnerships and
affiliates of the general partners, to hold one restaurant property. The
Partnership contributed approximately $146,600 to acquire the restaurant
property. The Partnership owns an approximate 11 percent interest in the
profits and losses of the joint venture. The Partnership will account for
its investment in this joint venture under the equity method since the
Partnership will share control with affiliates.
8
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XIV, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on September 25, 1992, to acquire for cash,
either directly or through joint venture arrangements, both newly constructed
and existing restaurants, as well as land upon which restaurants were to be
constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food and family-style restaurant chains. The leases
generally are triple-net leases, with the lessee responsible for all repairs and
maintenance, property taxes, insurance and utilities. As of September 30 1999,
the Partnership owned 56 Properties, which included interests in ten Properties
owned by joint ventures in which the Partnership is a co-venturer.
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
$2,648,649 and $2,610,638 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, as compared to the nine months ended September 30, 1998, was
primarily a result of changes in income and expenses as described in "Results of
Operations" below and 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 Madison, Alabama 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 May 1999, the Partnership sold its Property in Stockbridge, Georgia, to
a third party for $700,000 and received net sales proceeds of $696,300. As a
result of this transaction, the Partnership recognized a loss of $60,882 for
financial reporting purposes. The Partnership intends to reinvest these net
sales proceeds in an additional Property.
In November 1999, the Partnership reinvested a portion of the net sales
proceeds from the above sale in a joint venture, Bossier City Joint Venture,
with CNL Income Fund VII, Ltd. and CNL Income Fund XII, Ltd., both Florida
limited partnerships and affiliates of the general partners, to hold one
restaurant property. The Partnership owns an approximate 11 percent interest in
the profits and losses of the joint venture. The Partnership will distribute
amounts
9
<PAGE>
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 and any net
sales proceeds held by the Partnership pending reinvestment in additional
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 $1,432,495 invested in such short-term investments, as compared
to $949,056 at December 31, 1998. The increase in cash and cash equivalents
during the nine months ended September 30, 1999, was primarily due to the
receipt of $696,300 in net sales proceeds from the sale of the Property in
Stockbridge, Georgia, as described above. The funds remaining at September 30,
1999, after payment of distributions and other liabilities, will be used to
acquire an additional Property and 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 current and anticipated future cash from operations, the Partnership declared
distributions to the limited partners of $2,784,390 for each of the nine months
ended September 30, 1999 and 1998 ($928,130 for each of the quarters ended
September 30, 1999 and 1998). This represents distributions for each applicable
nine months of $0.62 per unit ($0.21 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 contribution. The Partnership intends to continue to make
distributions of cash available for distribution to the limited partners on a
quarterly basis.
Total liabilities of the Partnership, including distributions payable,
increased to $1,151,582 at September 30, 1999, from $1,062,435 at December 31,
1998. The increase in liabilities at September 30, 1999, was a result of the
Partnership accruing transaction costs relating to the proposed merger with CNL
American Properties Fund, Inc. ("APF"), as described
10
<PAGE>
below. The increase was partially offset by a decrease in rents paid in advance
and deposits and amounts due to related parties at September 30, 1999. The
general partners believe that the Partnership has sufficient cash on hand to
meet its current working capital needs.
In May 1999, the Partnership entered into an agreement with an unrelated
third party to sell the Long John Silver's property in Shelby, North Carolina.
As of September 30, 1999, the Partnership had established a provision for loss
on building related to the anticipated sale of this property, as described below
in "Results of Operations". As of November 5, 1999, the sale had not occurred.
In May 1999, the Partnership entered into arrangement with a related party
to sell the Checker's property in Kansas City, Missouri. The general partners
believe that the anticipated sales price will exceed the Partnership's net
carrying value attributable to the property; however, as of November 5, 1999,
the sale had not occurred.
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 owned and
leased 49 wholly owned Properties (which included three Properties which were
sold during 1998), and during the nine months ended September 30, 1999, the
Partnership owned and leased 47 wholly owned Properties (which included one
Property which was sold during 1999), to operators of fast-food and family-style
restaurant chains. During the nine months ended September 30, 1999 and 1998, the
Partnership earned $2,795,102 and $2,474,536, respectively, in rental income
from operating leases (net of adjustments to accrued rental income) and earned
income from direct financing leases from these Properties, $936,280 and $852,352
of which was earned during the quarters ended September 30, 1999 and 1998,
respectively.
Rental and earned income was lower during the quarter and nine months ended
September 30, 1998, as compared to the quarter and nine months ended September
30, 1999, primarily due to the fact that in June 1998 Long John Silver's, Inc.
filed for bankruptcy and rejected the leases relating to four of the nine
Properties it leased. As a result, this tenant ceased making rental payments on
the four rejected leases. In connection with the four rejected leases, during
the nine months ended September 30, 1998, the Partnership wrote off
approximately $265,000 of accrued rental income (non-cash accounting adjustments
relating to the straight-lining of future scheduled rent increases over the
lease term in accordance with generally accepted accounting principles) relating
to these four Properties. This was partially offset by a decrease during the
quarter and nine months ended September 30, 1999, due to the fact that in
September 1999, Long John Silver's, Inc. rejected an additional lease and ceased
making rental payments on this lease. The Partnership has continued to receive
rental payments relating to the four leases not rejected by the tenant. The
Partnership has entered into new leases, each with a new tenant, for two of the
five vacant Properties. In connection with the new leases, the tenant for each
Property agreed to pay for all costs necessary to convert these Properties into
different restaurant concepts. Conversion of both Properties was completed in
March 1999, at which time
11
<PAGE>
rental payments commenced resulting in an increase in rental and earned income
during the quarter and nine months ended September 30, 1999, as compared to the
quarter and nine months ended September 30, 1998. In May 1999, the Partnership
sold one of the vacant Properties and intends to reinvest the net sales proceeds
in an additional Property. In August 1999, Long John Silver's, Inc. assumed and
affirmed its four remaining leases, and the Partnership has continued receiving
rental payments relating to these four leases. The Partnership will not
recognize any rental and earned income from the two remaining vacant Properties
until replacement tenants for these Properties are located, or until the
Properties are sold and the proceeds from the sale are reinvested in additional
Properties. The lost revenues resulting from the remaining vacant Properties, as
described above, could have an adverse effect on the results of operations of
the Partnership, if the Partnership is not able to re-lease these Properties in
a timely manner.
The increase in rental and earned income during the quarter and nine months
ended September 30, 1999, as compared to the quarter and nine months ended
September 30, 1998, was partially offset by a decrease in rental and earned
income during the quarter and nine months ended September 30, 1999, as a result
of the 1998 sales of the Properties in Madison, Alabama and Richmond, Virginia
and the 1999 sale of the Property in Stockbridge, Georgia. This decrease in
rental and earned income due to the above sales was partially offset by the fact
that in October 1998 the Partnership reinvested the majority of the net sales
proceeds from the sale of the above Properties in a Property in Fayetteville,
North Carolina. The Partnership reinvested the remaining net sales proceeds in
Melbourne Joint Venture, as described below.
During the nine months ended September 30, 1999 and 1998, the Partnership
also owned and leased ten Properties indirectly through joint venture
arrangements. In connection therewith, during the nine months ended September
30, 1999 and 1998, the Partnership earned $284,801 and $241,570, respectively,
$95,979 and $76,939 of which was earned during 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 attributable to
the Partnership investing in Melbourne Joint Venture in April 1998.
In addition, during the nine months ended September 30, 1999 and 1998, the
Partnership earned $31,749 and $73,047, respectively, in interest and other
income, $14,269 and $26,585 of which was earned during the quarters ended
September 30, 1999 and 1998, respectively. Interest and other income was higher
during the quarter and nine months ended September 30, 1998 than that earned
during the quarter and nine months ended September 30, 1999, primarily due to
the fact that the Partnership earned interest on the net sales proceeds relating
to the sales of three Properties during 1998, as described above, pending
reinvestment in additional Properties. These net sales proceeds were reinvested
in an additional Property October 1998.
Operating expenses, including depreciation and amortization expense, were
$711,432 and $548,769 for the nine months ended September 30, 1999 and 1998,
respectively, of which $240,697 and $238,307 were incurred during the quarters
ended September 30, 1999 and 1998, respectively. The increase in operating
expenses during the nine months ended September 30, 1999, as compared to the
nine months ended September 30, 1998, was primarily due to the fact that during
the nine months ended September 30, 1999, the Partnership incurred and $181,178,
in transaction costs related to the general partners retaining financial and
legal advisors to assist
12
<PAGE>
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 during the nine months ended September
30, 1999, as compared to the nine months ended September 30, 1998, was also
partially attributable to an increase in depreciation expense due to the fact
that Long John Silver's, Inc. filed for bankruptcy and during the nine months
ended September 30, 1999 and 1998, rejected the leases relating to one Property
and four Properties, respectively, as described above. In connection with the
bankruptcy, the Partnership reclassified these assets from net investment in
direct financing leases to land and buildings on operating leases. In accordance
with Statement of Financial Accounting Standards No.13, "Accounting for Leases,"
the Partnership recorded the reclassified assets at the lower of original cost,
present fair value, or present carrying amount, which resulted in a loss on
termination of direct financing lease of $20,119 during the quarter and nine
months ended September 30, 1999, and $21,873 for financial reporting purposes
during the quarter and nine months ended September 30, 1998.
During the nine months ended September 30, 1999 and 1998, the Partnership
incurred certain expenses, such as real estate taxes, insurance and maintenance
relating to the five Properties whose leases were rejected by the tenant, as
described above. The Partnership has entered into new leases with new tenants,
for two of the five rejected Properties and has also sold one of the vacant
Properties. The new tenants are responsible for real estate taxes, insurance,
and maintenance relating to the respective Properties in accordance with the
terms of their leases; therefore, the general partners do not anticipate the
Partnership will incur these expenses for these three Properties in the future.
However, the Partnership will continue to incur certain expenses, such as real
estate taxes, insurance and maintenance relating to the two remaining, vacant
Properties until new tenants or purchasers are located. Due to the fact that
Long John Silver's, Inc. assumed and affirmed its four remaining leases, as
described above, Long John Silver's, Inc. will be responsible for real estate
taxes, insurance and maintenance relating to these Properties; therefore, the
general partners do not anticipate that the Partnership will incur these
expenses for these Properties in the future.
As a result of the sale of the Property in Stockbridge, Georgia, as
described above in "Capital Resources," the Partnership recognized a loss of
$60,882 for financial reporting purposes during the nine months ended September
30, 1999. As a result of the sales of several Properties and the receipt of
proceeds from the right of way taking of the Property in Riviera Beach, Florida,
the Partnership recognized gains totaling $112,206 during the nine months ended
September 30, 1998 for financial reporting purposes.
As of September 30, 1999, the Partnership had recorded a provision for loss
on building in the amount of $121,207 for financial reporting purposes relating
to a Long John Silver's Property in Shelby, North Carolina, the lease for which
was rejected by the tenant, as described above. The tenant of this Property
filed for bankruptcy and ceased payment of rents under the terms of its lease
agreement. The allowance represents the difference between the carrying value of
the Property at September 30, 1999, and the estimated net sales proceeds from
the sale of the Property based on a sales contract with an unrelated third
party.
13
<PAGE>
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 2,156,521 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 $42,435,559 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.
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.
14
<PAGE>
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, 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
15
<PAGE>
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 90 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 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.
16
<PAGE>
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.
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
17
<PAGE>
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.
18
<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. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
----------------------------------------------------
19
<PAGE>
Item 5. Other Information. Inapplicable.
------------------
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 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 Affidavit and Certificate of Limited Partnership of CNL Income
Fund XIV, Ltd. (Included as Exhibit 3.2 to Registration Statement
No. 33-53672-01 on Form S-11 and incorporated herein by
reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL Income
Fund XIV, Ltd. (Included as Exhibit 3.2 to Registration Statement
No. 33-53672-01 on Form S-11 and incorporated herein by
reference.)
4.2 Amended and Restated Agreement of Limited Partnership of CNL
Income Fund XIV, Ltd. (Included as Exhibit 4.2 to Form 10-K filed
with the Securities and Exchange Commission on April 13, 1994,
and incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XIV, Ltd. and CNL
Investment Company (Included as Exhibit 10.1 to Form 10-K filed
with the Securities and Exchange Commission on April 13, 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.)
20
<PAGE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended September
30, 1999.
21
<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 XIV, 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>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET OF CNL INCOME FUND XIV, 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 XIV, 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> 1,432,495
<SECURITIES> 0
<RECEIVABLES> 38,314
<ALLOWANCES> 390
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 27,191,121
<DEPRECIATION> 1,929,462
<TOTAL-ASSETS> 40,061,047
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 38,909,465
<TOTAL-LIABILITY-AND-EQUITY> 40,061,047
<SALES> 0
<TOTAL-REVENUES> 2,826,851
<CGS> 0
<TOTAL-COSTS> 711,432
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,218,131
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,218,131
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,218,131
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>DUE TO THE NATURE OF ITS INDUSTRY, CNL INCOME FUND XIV, LTD. HAS AN
UNCLASSIFIED BALANCE SHEET; THEREFORE, NO VALUES ARE SHOWN ABOVE FOR CURRENT
ASSETS AND CURRENT LIABILITIES.
</FN>
</TABLE>
