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 March 31, 2000
----------------------------------------
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)
<TABLE>
<CAPTION>
Florida 59-3143096
- ------------------------------------------------------ ------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<S> <C>
450 South Orange Avenue
Orlando, Florida 32801
- ------------------------------------------------------ ------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
------------------------------------------------
</TABLE>
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
Condensed Statements of Income
Condensed Statements of Partners' Capital
Condensed Statements of Cash Flows
Notes to Condensed Financial Statements
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Part II
Other Information
<PAGE>
2
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
------------------- -------------------
<S> <C>
ASSETS
Land and buildings on operating leases, less
accumulated depreciation and allowance
for loss on building $ 24,472,869 $ 24,579,081
Net investment in direct financing leases 6,751,883 6,779,642
Investment in joint ventures 4,867,138 4,502,838
Cash and cash equivalents 1,614,302 1,543,691
Restricted cash -- 383,368
Receivables, less allowance for doubtful accounts
of $17,247 and $6,703, respectively 44,700 86,811
Due from related parties -- 5,040
Prepaid expenses 9,479 17,393
Lease costs, less accumulated amortization of
$4,373 and $3,548, respectively 28,627 29,452
Accrued rental income, less allowance for doubtful
accounts of $12,622 in 2000 and 1999 2,209,878 2,145,581
------------------- -------------------
$ 39,998,876 $ 40,072,897
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 59,338 $ 137,749
Accrued and escrowed real estate taxes payable 8,238 28,520
Distributions payable 928,130 928,130
Due to related parties 126,661 76,976
Rents paid in advance and deposits 97,765 67,196
------------------- -------------------
Total liabilities 1,220,132 1,238,571
Commitment (Note 6)
Partners' capital 38,778,744 38,834,326
------------------- -------------------
$ 39,998,876 $ 40,072,897
=================== ===================
See accompanying notes to condensed financial statements
</TABLE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Quarter Ended
March 31,
2000 1999
--------------- --------------
<S> <C>
Revenues:
Rental income from operating leases $ 817,690 $ 706,805
Earned income from direct financing leases 175,763 199,166
Interest and other income 54,470 10,520
--------------- --------------
1,047,923 916,491
--------------- --------------
Expenses:
General operating and administrative 44,114 48,343
Professional services 13,966 7,784
Management fees to related party 11,075 9,544
Real estate taxes -- 4,874
State and other taxes 32,170 30,354
Depreciation and amortization 97,437 103,926
Transaction costs 50,907 33,175
--------------- --------------
249,669 238,000
--------------- --------------
Income Before Equity in Earnings of Joint Ventures and
Provision for Loss on Building 798,254 678,491
Equity in Earnings of Joint Ventures 84,152 93,686
Provision for Loss on Building (9,858 ) (60,882 )
--------------- --------------
Net Income $ 872,548 $ 711,295
=============== ==============
Allocation of Net Income:
General partners $ 8,775 $ 7,468
Limited partners 863,773 703,827
--------------- --------------
$ 872,548 $ 711,295
=============== ==============
Net Income Per Limited Partner Unit $ 0.19 $ 0.16
=============== ==============
Weighted Average Number of Limited Partner
Units Outstanding 4,500,000 4,500,000
=============== ==============
See accompanying notes to condensed financial statements
</TABLE>
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Quarter Ended Year Ended
March 31, December 31,
2000 1999
------------------- ------------------
<S> <C>
General partners:
Beginning balance $ 209,255 $ 177,733
Net income 8,775 31,522
------------------- ------------------
218,030 209,255
------------------- ------------------
Limited partners:
Beginning balance 38,625,071 39,297,991
Net income 863,773 3,039,600
Distributions ($0.21 and $0.83 per
limited partner unit, respectively) (928,130 ) (3,712,520 )
------------------- ------------------
38,560,714 38,625,071
------------------- ------------------
Total partners' capital $ 38,778,744 $ 38,834,326
=================== ==================
See accompanying notes to condensed financial statements
</TABLE>
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Quarter Ended
March 31,
2000 1999
--------------- --------------
<S> <C>
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $1,005,523 $ 819,872
--------------- --------------
Cash Flows from Investing Activities:
Investment in joint ventures (390,878 ) (44,120 )
Decrease in restricted cash 384,096 --
Payment of lease costs -- (33,000 )
--------------- --------------
Net cash used in investing activities (6,782 ) (77,120 )
--------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (928,130 ) (928,130 )
--------------- --------------
Net cash used in financing activities (928,130 ) (928,130 )
--------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents 70,611 (185,378 )
Cash and Cash Equivalents at Beginning of Quarter 1,543,691 949,056
--------------- --------------
Cash and Cash Equivalents at End of Quarter $1,614,302 $ 763,678
=============== ==============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
quarter $ 928,130 $ 928,130
=============== ==============
</TABLE>
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2000 and 1999
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 ended March 31, 2000, may not be indicative of the results
that may be expected for the year ending December 31, 2000. Amounts as
of December 31, 1999, 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, 1999.
2. Land and Building on Operating Leases:
Land and buildings on operating leases consisted of the following at:
March 31, December 31,
2000 1999
--------------------- --------------------
Land $15,289,459 $ 15,289,459
Buildings 11,319,706 11,319,706
--------------------- --------------------
26,609,165 26,609,165
Less accumulated
depreciation (2,099,227 ) (2,002,873 )
--------------------- --------------------
24,509,938 24,606,292
Less allowance for
loss on building (37,069 ) (27,211 )
--------------------- --------------------
$ 24,472,869 $ 24,579,081
===================== ====================
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2000 and 1999
2. Land and Building on Operating Leases - Continued:
At December 31, 1999, the Partnership recorded a provision for loss on
building in the amount of $27,211 for financial reporting purposes
relating to the Long John Silver's property in Laurens, South Carolina.
The tenant of this property filed for bankruptcy and ceased payment of
rents under the terms of its lease agreement. At March 31, 2000, the
Partnership increased the provision for loss on building by an
additional amount of $9,858. The total allowance represents the
difference between the carrying value of the property at March 31, 2000
and the estimated net sales proceeds from the anticipated sale of the
property based on a purchase and sales contract with an unrelated third
party (see Note 6).
3. Investment in Joint Ventures:
In January 2000, the Partnership reinvested the majority of the net
sales proceeds it received from the 1999 sale of a property in Houston,
Texas, to acquire an interest in a Baker's Square property in Niles,
Illinois, with CNL Income Fund VI, Ltd., a Florida limited partnership
and an affiliate of the general partners, as tenants-in-common. In
connection therewith, the Partnership and the affiliate entered into an
agreement whereby each co-venturer will share in the profits and losses
of the Property in proportion to its applicable percentage interest.
The Partnership will account for its investment in this property using
the equity method since the Partnership will share control with an
affiliate. As of March 31, 2000, the Partnership owned a 26 percent
interest in this property.
During the quarter ended March 31, 2000, the lease associated with the
property owned by Melbourne Joint Venture was amended to provide for
rent reductions due to financial difficulties the tenant was
experiencing. As a result, Melbourne Joint Venture reclassified the
asset from net investment in direct financing lease to land and
building on operating leases. In accordance with the Statement of
Financial Accounting Standards #13, "Accounting for Leases," Melbourne
Joint Venture recorded the reclassified asset at the lower of original
cost, present fair value, or present carrying amount. No loss on the
termination of the direct financing lease was recorded for financial
reporting purposes.
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2000 and 1999
3. Investment in Joint Ventures - Continued:
The following presents the combined, condensed financial information
for the joint ventures and the property held as tenants-in-common with
an affiliate at:
<TABLE>
<CAPTION>
March 31, 2000 December 31, 1999
------------------- ------------------
<S> <C>
Land and buildings on operating leases, less accumulated
depreciation $ 10,686,181 $ 8,588,997
Net investment in direct financing leases 355,341 990,480
Cash 89,834 31,188
Receivables 9,190 118,630
Accrued rental income 349,198 309,013
Other assets 19,145 20,817
Liabilities 87,479 82,684
Partners' capital 11,421,410 9,976,441
Revenues 278,021 895,295
Net income 203,896 739,271
</TABLE>
The Partnership recognized income totalling $84,152 and $93,686 for the
quarters ended March 31, 2000 and 1999, respectively, from these joint
ventures.
4. Related Party Transactions:
During the quarter ended March 31, 2000, the Partnership acquired a 26
percent interest in a property from CNL BB Corp., an affiliate of the
general partners, for which the property had a total purchase price of
$1,223,500. The property acquired during 2000 is being held as
tenants-in-common, with CNL Income Fund VI, Ltd. ("CNL VI"), a Florida
limited partnership, an affiliate of the general partners. CNL BB Corp.
had purchased and temporarily held title to this property in order to
facilitate the acquisition of the property by the Partnership and CNL
VI as tenants-in-common. The total purchase price paid by the
Partnership and CNL VI represents the costs incurred by CNL BB Corp. to
acquire and carry the property, including closing costs. In accordance
with the Statement of Policy of Real Estate programs for the North
American Securities Administrators Association, Inc., all income,
expenses, profits and losses generated by or associated with the
property, or interests therein, purchased from an affiliate in which
the affiliate has acted as an interim owner, are treated as belonging
to the Partnership and CNL VI, as tenants-in-common. For the quarter
ended March 31, 2000, other income includes $2,103 of such amounts.
<PAGE>
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2000 and 1999
5. Termination of Merger:
On March 1, 2000, the general partners and CNL American Properties
Fund, Inc. ("APF") mutually agreed to terminate the Agreement and Plan
of Merger entered into in March 1999. The general partners are
continuing to evaluate strategic alternatives for the Partnership,
including alternatives to provide liquidity to the limited partners.
6. Commitment:
In February 2000, the Partnership entered into an agreement with an
unrelated third party to sell the Long John Silver's property in
Laurens, South Carolina. At March 31, 2000, the Partnership established
a provision for loss on building related to the anticipated sale of
this property (see Note 2). As of May 1, 2000, the sale had not
occurred.
<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 March 31, 2000, the
Partnership owned 56 Properties, which included interests in 12 Properties owned
by joint ventures in which the Partnership is a co-venturer and one Property
owned with an affiliate as tenants-in-common.
Capital Resources
The Partnership's primary source of capital for the quarters ended
March 31, 2000 and 1999 was cash from operations (which includes cash received
from tenants, distributions from joint ventures, and interest and other income
received, less cash paid for expenses). Cash from operations was $1,005,523 and
$819,872 for the quarters ended March 31, 2000 and 1999, respectively. The
increase in cash from operations for the quarter ended March 31, 2000, as
compared to the quarter ended March 31, 1999, 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
quarter ended March 31, 2000.
In January 2000, the Partnership reinvested the majority of the net
sales proceeds from the 1999 sale of a Property in Houston, Texas in a Property
in Niles, Illinois, as tenants-in-common with CNL Income Fund VI, Ltd. ("CNL
VI"), an affiliate of the general partners. In connection therewith, the
Partnership and the affiliate entered into an agreement whereby each co-venturer
will share in the profits and losses of the Property in proportion to its
applicable percentage interest. The Partnership and CNL VI acquired this
Property from CNL BB Corp., an affiliate of the general partners. The affiliate
had purchased and temporarily held title to the Property in order to facilitate
the acquisition of the Property by the Partnership and CNL VI. The purchase
price paid by the Partnership represented the costs incurred by the affiliate to
acquire the Property, including closing costs. The transaction, or a portion
thereof, relating to the sale of the Property in Houston, Texas, and the
reinvestment of the net sales proceeds in the Property in Niles, Illinois, as
tenants-in-common, was structured to qualify as a like-kind exchange transaction
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 reasonable assumed by the general partners),
resulting from the sale. As of March 31, 2000, the Partnership owned a 26
percent interest in the Property in Niles, Illinois.
In February 2000, the Partnership entered into an agreement with an
unrelated third party to sell the Long John Silver's Property in Laurens, South
Carolina. As of May 1, 2000, the sale had not occurred.
Currently, rental income from the Partnership's Properties is 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 March 31, 2000, the Partnership had $1,614,302 invested in such
short-term investments, as compared to $1,543,691 at December 31, 1999. The
funds remaining at March 31, 2000 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 and for the quarter ended March 31, 1999, future
cash from operations, the Partnership declared distributions to the limited
partners of $928,130 for each of the quarters ended March 31, 2000 and 1999.
This represents distributions for each applicable quarter of $0.21 per unit. No
distributions were made to the general partners for the quarters ended March 31,
2000 and 1999. No amounts distributed to the limited partners for the quarters
ended March 31, 2000 and 1999, 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,
decreased to $1,220,132 at March 31, 2000, from $1,238,571 at December 31, 1999.
The decrease in liabilities at March 31, 2000 was primarily due to a decrease in
accounts payable at March 31, 2000, as compared to December 31, 1999. The
decrease was partially offset by an increase in rents paid in advance and
deposits at March 31, 2000, as compared to December 31, 1999. The general
partners believe the Partnership has sufficient cash on hand to meet its current
working capital needs.
<PAGE>
Long Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
During the quarter ended March 31, 1999, the Partnership owned and
leased 47 wholly owned Properties and during the quarter ended March 31, 2000,
the Partnership owned and leased 43 wholly owned Properties to operators of fast
food and family style restaurant chains. In connection therewith, during the
quarters ended March 31, 2000 and 1999, the Partnership earned $993,453 and
$905,971, respectively, in rental income from operating leases and earned income
from direct financing leases from these Properties. The increase in rental and
earned income during the quarter ended March 31, 2000, as compared to the
quarter ended March 31, 1999, was primarily due to the fact that during the
quarter ended March 31, 2000, the Partnership collected and recognized as income
past due rental amounts relating to Long John Silver's, Inc., which filed for
bankruptcy during 1998 and rejected the leases relating to four Properties. As
of March 31, 2000, the Partnership had entered into new leases, each with a new
tenant, for two of the four Properties and had sold one of the Properties. In
addition, as of March 31, 2000, the Partnership had entered into an agreement to
sell the remaining Property.
For the quarter ended March 31, 1999, the Partnership owned and leased
ten Properties indirectly through joint venture arrangements. During the quarter
ended March 31, 2000, the Partnership owned two additional Properties indirectly
through joint venture agreements and one Property with an affiliate as
tenants-in-common. In connection therewith, during the quarters ended March 31,
2000 and 1999, the Partnership earned $84,152 and $93,686, respectively,
attributable to net income earned by these joint ventures. Net income earned by
joint ventures decreased during the quarter ended March 31, 2000, as compared to
the quarter ended March 31, 1999, primarily as a result of a joint venture
establishing an allowance for doubtful accounts for past due rental amounts
relating to a Property. The general partners will continue to pursue collection
of past due rental amounts relating to this Property and will recognize such
amounts as income if collected.
Operating expenses, including depreciation and amortization expense,
were $249,669 and $238,000 for the quarters ended March 31, 2000 and 1999,
respectively.
During the quarter ended March 31, 2000, the Partnership recorded a
provision for loss on building in the amount of $9,858 for financial reporting
purposes relating to the Long John Silver's Property in Laurens, South Carolina.
The tenant of this Property filed for bankruptcy during 1998 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 March 31, 2000 and the
estimated net sales proceeds from the anticipated sale of the Property based on
a purchase and sales contract with an unrelated third party, as described above
in "Capital Resources." During the quarter ended March 31, 1999, the Partnership
recorded a provision for loss on building in the amount of $60,882 for financial
reporting purposes relating to a Long John Silver's Property in Stockbridge,
Georgia, the lease for which was rejected by the tenant. The allowance
represented the difference between the carrying value of the Property at March
31, 1999 and the net sales proceeds received in May 1999 from the sale of the
Property.
Termination of Merger
On March 1, 2000, the general partners and CNL American Properties
Fund, Inc. ("APF") mutually agreed to terminate the Agreement and Plan of Merger
entered into in March 1999. The general partners are continuing to evaluate
strategic alternatives for the Partnership, including alternatives to provide
liquidity to the limited partners.
Dismissal of Legal Action
As described in greater detail in Part II, Item 1 ("Legal
Proceedings"), in 1999 two groups of limited partners in several CNL Income
Funds filed purported class action suits against the general partners and APF
alleging, among other things, that the general partners had breached their
fiduciary duties in connection with the proposed Merger. These actions were
later consolidated into one action. On April 25, 2000, the judge in the
consolidated action issued a Stipulated Final Order of Dismissal of Consolidated
Action, dismissing the action without prejudice, with each party to bear its own
costs and attorneys' fees.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not applicable.
<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. On December 22, 1999,
the general partners and CNL Group, Inc. filed motions to
dismiss and motions to strike. On December 28, 1999, APF and
CNL Fund Advisors, Inc. filed motions to dismiss. On March 6,
2000, all of the defendants filed a Joint Notice of Filing
Form 8-K Reports and Suggestion of Mootness.
On April 25, 2000, Judge Kirkwood issued a Stipulated Final
Order of Dismissal of Consolidated Action, dismissing the
action without prejudice, with each party to bear its own
costs and attorneys' fees.
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.
Item 5. Other Information. Inapplicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
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, 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.)
(b) Reports on Form 8-K
A Current Report on Form 8-K dated February 23, 2000 was filed
on March 1, 2000, describing the termination of the proposed
Merger of the Partnership with and into a subsidiary of CNL
American Properties Fund, Inc.
<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 May, 2000
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>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
balance sheet of CNL Income Fund XIV, Ltd. at March 31, 2000, and its statement
of income for the three months then ended and is qualified in its entirety by
reference to the FOrm 10q of CNL Income Fund XIV, Ltd. for the three months
ended March 31, 2000.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 1,614,302
<SECURITIES> 0
<RECEIVABLES> 61,947
<ALLOWANCES> 17,247
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 26,572,096
<DEPRECIATION> 2,099,227
<TOTAL-ASSETS> 39,998,876
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 38,778,744
<TOTAL-LIABILITY-AND-EQUITY> 39,998,876
<SALES> 0
<TOTAL-REVENUES> 1,047,923
<CGS> 0
<TOTAL-COSTS> 249,669
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 872,548
<INCOME-TAX> 0
<INCOME-CONTINUING> 872,548
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 872,548
<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>
