<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 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 0-26216
CNL INCOME FUND XV, LTD.
(Exact name of registrant as specified in its charter)
Florida 59-3198888
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
450 South Orange Avenue
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (407) 540-2000
Securities registered pursuant to Section 12 (b) of the Act:
Title of each class: Name of exchange on which registered:
None Not Applicable
Securities registered pursuant to section 12(g) of the Act:
Units of limited partnership interest ($10 per Unit)
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or 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 _____
----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant: The registrant registered an offering of 4,000,000 units of limited
partnership interest (the "Units") on Form S-11 under the Securities Act of
1933, as amended. Since no established market for such Units exists, there is
no market for such Units. Each Unit was originally sold at $10 per Unit.
DOCUMENTS INCORPORATED BY REFERENCE:
None
<PAGE>
PART I
Item 1. Business
CNL Income Fund XV, Ltd. (the "Registrant" or the "Partnership") is a
limited partnership which was organized pursuant to the laws of the State of
Florida on September 2, 1993. The general partners of the Partnership are
Robert A. Bourne, James M. Seneff, Jr. and CNL Realty Corporation, a Florida
corporation (the "General Partners"). Beginning on February 23, 1994, the
Partnership offered for sale up to $40,000,000 of limited partnership interests
(the "Units") (4,000,000 Units at $10 per Unit) pursuant to a registration
statement on Form S-11 under the Securities Act of 1933, as amended, effective
February 23, 1994. The offering terminated on September 1, 1994, at which date
the maximum offering proceeds of $40,000,000 had been received from investors
who were admitted to the Partnership as limited partners (the "Limited
Partners").
The Partnership was organized to acquire both newly constructed and
existing restaurant properties, as well as properties 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 "Restaurant Chains"). Net proceeds to the Partnership from its offering of
Units, after deduction of organizational and offering expenses, totaled
$35,200,000 and were used to acquire 45 Properties, including 15 Properties
consisting of only land and two Properties owned by a joint venture in which the
Partnership is a co-venturer, to pay acquisition fees totaling $2,200,000 to an
affiliate of the General Partners and to establish a working capital reserve for
Partnership purposes.
During the year ended December 31, 1995, the tenant of two Checkers
Properties in Knoxville, Tennessee, and one Checkers Property in Leavenworth,
Kansas, which consisted of land only, exercised its option in accordance with
the lease agreements to substitute other Properties for these three Properties.
The Partnership sold the two Properties in Knoxville, Tennessee, and the
Property in Leavenworth, Kansas, and used the net sales proceeds to acquire two
Checkers Properties, consisting of land only, located in Orlando and Bradenton,
Florida. During the year ended December 31, 1996, the Partnership acquired a
Property in Clinton, North Carolina, with affiliates of the General Partners as
tenants-in-common. In addition, during the year ended December 31, 1996, Wood-
Ridge Real Estate Joint Venture, a joint venture in which the Partnership is a
co-venturer with an affiliate of the General Partners, sold its two Properties
to the tenant. The joint venture reinvested the net sales proceeds in four
Boston Market Properties (one of which consisted of only land) and one Golden
Corral Property during 1996 and a Taco Bell Property in Anniston, Alabama during
1997. In addition, during 1998, the Partnership acquired a Property in Fort
Myers, Florida, with an affiliate of the General Partners, as tenants-in-common.
During the year ended December 31, 1999, the Partnership sold a Property in
Gastonia, North Carolina and used a portion of the net sales proceeds to invest
in a joint venture arrangement, Duluth Joint Venture, with affiliates of the
General Partners, to construct and hold one Property.
As a result of the above transactions, as of December 31, 1999, the
Partnership owned 50 Properties. The 50 Properties include 14 wholly owned
Properties consisting of only land, interests in seven Properties owned by joint
ventures in which the Partnership is a co-venturer and two Properties owned with
affiliates as tenants-in-common. The lessee of the 14 wholly owned Properties
consisting of only land owns the buildings currently on the land and has the
right, if not in default under the leases, to remove the buildings from the land
at the end of the lease terms. In addition, in January 2000, the partnership
sold a Property in Lexington, North Carolina. The Properties are generally
leased on a triple-net basis with the lessees responsible for all repairs and
maintenance, property taxes, insurance and utilities.
The Partnership will hold its Properties until the General Partners
determine that the sale or other disposition of the Properties is advantageous
in view of the Partnership's investment objectives. In deciding whether to sell
Properties, the General Partners will consider factors such as potential capital
appreciation, net cash flow and federal income tax considerations. Certain
lessees also have been granted options to purchase Properties, generally at the
Property's then fair market value after a specified portion of the lease term
has elapsed. The Partnership has no obligation to sell all or any portion of a
Property at any particular time, except as may be required under property
purchase options granted to certain lessees.
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 "Termination
of Merger"). APF is a real estate investment trust whose primary business is
the ownership of restaurant properties leased on a long-term, "triple-net" basis
to operators of national and regional restaurant chains. Under the Agreement
and Plan of Merger, APF was to issue shares of its common stock as consideration
for
1
<PAGE>
the Merger. On March 1, 2000, the General Partners and APF announced that they
had mutually agreed to terminate the Agreement and Plan of Merger. the
agreement to terminate the Agreement and Plan of Merger was based, in large
part, on the General Partners' concern that, in light of market conditions
relating to publicly traded real estate investment trusts, the value of the
transaction had diminished. As a result of such diminishment, the General
partners; ability to unequivocally recommend voting for the transaction, in the
exercise of their fiduciary duties, had become questionable.
Leases
Although there are variations in the specific terms of the leases, the
following is a summarized description of the general structure of the
Partnership's leases. The leases of the Properties owned by the Partnership,
the joint venture, in which the Partnership is a co-venturer and the Properties
owned with affiliates as tenants-in-common, provide for initial terms ranging
from 10 to 20 years (the average being 18 years) and expire between 2009 and
2019. Generally, the leases are on a triple-net basis, with the lessees
responsible for all repairs and maintenance, property taxes, insurance and
utilities. The leases of the Properties provide for minimum base annual rental
payments (payable in monthly installments) ranging from approximately $22,500 to
$190,600. The majority of the leases provide for percentage rent, based on
sales in excess of a specified amount. In addition, the majority of the leases
provide that, commencing in specified lease years (generally the sixth or ninth
lease year), the annual base rent required under the terms of the lease will
increase.
Generally, the leases of the Properties provide for two to five five-year
renewal options subject to the same terms and conditions as the initial lease.
Lessees of 39 of the Partnership's 50 Properties also have been granted options
to purchase Properties at the Property's then fair market value after a
specified portion of the lease term has elapsed. Fair market value will be
determined through an appraisal by an independent appraisal firm. Under the
terms of certain leases, the option purchase price may equal the Partnership's
original cost to purchase the Property (including acquisition costs), plus a
specified percentage from the date of the lease or a specified percentage of the
Partnership's purchase price, if that amount is greater than the Property's fair
market value at the time the purchase option is exercised.
In June 1998, October 1998 and January 1999, three tenants, Long John
Silver's, Inc., Finest Foodservice, LLP, and B.C. Superior, LLC, respectively,
filed for bankruptcy and rejected the leases relating to six of their ten
Properties (including two Properties held by Wood-Ridge Real Estate Joint
Venture) and ceased making rental payments to the Partnership relating to those
leases that were rejected. Between February, and May 1999, the Partnership
entered into new leases with new tenants for three of the Properties for which
leases were rejected. The lease terms for these Properties are substantially
the same as the Partnership's other leases as described above. In addition, in
November 1999 and January 2000, the Partnership sold two of the remaining
Properties for which leases were rejected. The General Partners are currently
seeking either a new tenant or purchaser for the Property with the remaining
rejected lease. The Partnership will not recognize rental and earned income
from this Property until a new tenant is located or until the Property is sold
and the proceeds from such sale are reinvested in an additional Property. The
lost revenues resulting from the remaining lease that was rejected could have an
adverse effect on the results of operations of the Partnership if the
Partnership is unable to re-lease this Property in a timely manner. In August
1999, Long John Silver's, Inc. assumed and affirmed its remaining leases and the
Partnership has continued receiving rental payments on such leases.
In December 1999, the Partnership entered into a new lease with a new
tenant for its Property in Mentor, Ohio to operate the Property as a Bennigan's
restaurant. In connection therewith, the Partnership has committed to fund up
to $749,500 for renovation costs. The lease terms for this Property are
substantially the same as the Partnership's other leases as described above.
The Partnership received $450,000 in consideration of the Partnership releasing
the former tenant from its obligation under the terms of its lease.
In October 1999, the lease relating to the Property in Lexington, Kentucky,
was amended to provide for reduced rents due to the tenant filing for bankruptcy
in 1998, as described above. All other lease terms remained unchanged.
In addition, in December 1999, the Partnership invested a portion of the
net sales proceeds from the sale of the Property in Gastonia, North Carolina, in
a joint venture arrangement, Duluth Joint Venture, with affiliates of the
General Partners, to purchase and hold one restaurant Property. The lease terms
for this Property are substantially the same as the Partnership's other leases
as described above.
2
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Major Tenants
During 1999, four lessees of the Partnership, Flagstar Enterprises, Inc.,
Checkers Drive-In Restaurants, Inc., Jack in the Box Inc., and Golden Corral
Corporation, each contributed more than ten percent of the Partnership's total
rental income (including the Partnership's share of rental income from seven
Properties owned by joint ventures and two Properties owned with affiliates as
tenants-in-common). As of December 31, 1999, Flagstar Enterprises, Inc. was the
lessee under leases relating to seven restaurants, Checkers Drive-In
Restaurants, Inc. was the lessee under leases relating to 14 restaurants, Jack
in the Box Inc. was the lessee under leases relating to four restaurants and
Golden Corral Corporation was the lessee under leases relating to five
restaurants. It is anticipated that, based on the minimum rental payments
required by the leases, these four leases each will continue to contribute more
than ten percent of the Partnership's total rental income in 2000. In addition,
five Restaurant Chains, these five Restaurant chains each accounted for more
than ten percent of the Partnership's total rental income during 1999 (including
the Partnership's share of rental income from seven Properties owned by joint
ventures and two Properties owned with affiliates as tenants-in-common). In
2000, it is anticipated that these five Restaurant chains each will continue to
account for more than ten percent of the total rental income to which the
Partnership is entitled under the terms of the leases. Any failure of these
lessees or Restaurant Chains could materially affect the Partnership's income if
the Partnership is not able to re-lease the Properties in a timely manner, as
described above. No single tenant or group of affiliated tenants lease
Properties with an aggregate carrying value in excess of 20 percent of the total
assets of the Partnership.
Joint Venture and Tenancy in Common Arrangements
In August 1994, the Partnership entered into a joint venture arrangement,
Wood-Ridge Real Estate Joint Venture with CNL Income Fund XIV, Ltd., to purchase
and hold two Properties. In September 1996, Wood-Ridge Real Estate Joint
Venture sold its two Properties to the tenant and as of December 31, 1997, had
reinvested the majority of the net sales proceeds in six replacement Properties.
The joint venture distributed the remaining net sales proceeds to the
Partnership and its co-venture partner on a prorata basis during 1997. In
addition, in December 1999, the Partnership entered into a joint venture
arrangement, Duluth Joint Venture, with CNL Income Fund V, Ltd., CNL Income Fund
VII, Ltd., and CNL Income Fund XIV, Ltd., to construct and hold one restaurant
Property. As of December 31, 1999, the Partnership had contributed $357,441 to
the joint venture Each CNL Income Fund is an affiliate of the General Partners
and is a limited partnership organized pursuant to the laws of the State of
Florida.
The joint venture arrangement provides for the Partnership and its joint
venture partners to share in all costs and benefits associated with the joint
venture in accordance with their respective percentage interests in the joint
venture. The Partnership holds a 50 percent and 33 percent interest in the
profits and losses of Wood-Ridge Real Estate Joint Venture and Duluth Joint
Venture, respectively. The Partnership and its joint venture partners are also
jointly and severally liable for all debts, obligations and other liabilities of
the joint ventures.
Wood-Ridge Real Estate Joint Venture and Duluth Joint Venture each have an
initial term of 30 years. After the expiration of the initial terms, each joint
venture continues in existence from year to year unless terminated at the option
of any of the joint venturers or by an event of dissolution. Events of
dissolution include the bankruptcy, insolvency or termination of any joint
venturer, sale of the Property owned by the joint venture, unless agreed to by
mutual agreement of the Partnership and its joint venture partners to reinvest
the sales proceeds in replacement Properties, and by mutual agreement of the
Partnership and its joint venture partners to dissolve the joint venture.
The Partnership shares management control equally with an affiliates of the
General Partners for Wood-Ridge Real Estate Joint Venture and Duluth Joint
Venture. The joint venture agreements restrict each venturer's ability to sell,
transfer or assign its joint venture interest without first offering it for sale
to its joint venture partner, either upon such terms and conditions as to which
the venturers may agree or, in the event the venturers cannot agree, on the same
terms and conditions as any offer from a third party to purchase such joint
venture interest.
Net cash flow from operations of both joint ventures is distributed to the
partners in accordance with their respective percentage interests. Any
liquidation proceeds, after paying joint venture debts and liabilities and
funding reserves for contingent liabilities, will be distributed first to the
joint venture partners with positive capital account balances in proportion to
such balances until such balances equal zero, and thereafter in proportion to
each joint venture partner's percentage interest in the joint venture.
3
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In addition to the above joint venture agreements, the Partnership entered
into an agreement to hold a Golden Corral Property, as tenants-in-common, with
affiliate of the General Partners. The agreement provides for the Partnership
and the affiliates to share in the profits and losses of the Property in
proportion to each party's percentage interest. The Partnership owns a 16
percent interest in this Property.
In June 1998, the Partnership entered into an additional agreement to hold
a Bennigan's Property, as tenants-in-common, with CNL Income Fund VI, Ltd., an
affiliate of the General Partners. The agreement provides for the Partnership
and the affiliate to share in the profits and losses of the Property in
proportion to each party's percentage interest. The Partnership owns a 15
percent interest in this Property.
Each of the affiliates is a limited partnership organized pursuant to the
laws of the State of Florida. The tenancy in common agreement restricts each
party's ability to sell, transfer, or assign its interest in the tenancy in
common's Property without first offering it for sale to the remaining party.
The use of joint venture and tenancy in common arrangements allows the
Partnership to fully invest its available funds at times at which it would not
have sufficient funds to purchase an additional Property, or at times when a
suitable opportunity to purchase an additional Property is not available. The
use of joint venture and tenancy in common arrangements also provides the
Partnership with increased diversification of its portfolio among a greater
number of properties. In addition, tenancy in common arrangements may allow the
Partnership to defer the gain for federal income tax purposes upon the sale of a
Property if the proceeds are reinvested in an additional Property.
Certain Management Services
CNL Fund Advisors, Inc., an affiliate of the General Partners, provides
certain services relating to management of the Partnership and its Properties
pursuant to a management agreement with the Partnership. Under this agreement,
CNL Fund Advisors, Inc. is responsible for collecting rental payments,
inspecting the Properties and the tenants' books and records, assisting the
Partnership in responding to tenant inquiries and notices and providing
information to the Partnership about the status of the leases and the
Properties. CNL Fund Advisors, Inc. also assists the General Partners in
negotiating the leases. For these services, the Partnership has agreed to pay
CNL Fund Advisors, Inc. an annual fee of one percent of the sum of gross rental
revenues from Properties wholly owned by the Partnership plus the Partnership's
allocable share of gross revenues of joint ventures in which the Partnership is
a co-venturer, but not in excess of competitive fees for comparable services.
The management agreement continues until the Partnership no longer owns an
interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.
Employees
The Partnership has no employees. The officers of CNL Realty Corporation
and the officers and employees of CNL American Properties Fund, Inc. ("APF"),
the parent company of CNL Fund Advisors, Inc., perform certain services for the
Partnership. In addition, the General Partners have available to them the
resources and expertise of the officers and employees of CNL Financial Group,
Inc. (formerly CNL Group, Inc.), a diversified real estate company, and its
affiliates, who may also perform certain services for the Partnership.
Item 2. Properties
As of December 31, 1999, the Partnership owned 50 Properties. Of the 50
Properties, 41 are owned by the Partnership in fee simple, seven are owned
through two joint venture arrangements and two are owned through tenancy in
common arrangements. See Item 1. Business - Joint Venture and Tenancy in Common
Arrangements. The Partnership is not permitted to encumber its Properties under
the terms of its partnership agreement. Reference is made to the Schedule of
Real Estate and Accumulated Depreciation for a listing of the Properties and
their respective costs, including acquisition fees and certain acquisition
expenses.
4
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Description of Properties
Land. The Partnership's Property sites range from approximately 15,600 to
137,700 square feet depending upon building size and local demographic factors.
Sites purchased by the Partnership are in locations zoned for commercial use
which have been reviewed for traffic patterns and volume.
The following table lists the Properties owned by the Partnership as of
December 31, 1999 by state. More detailed information regarding the location of
the Properties is contained in the Schedule of Real Estate and Accumulated
Depreciation for the year ended December 31, 1999.
State Number of Properties
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Alabama 1
California 3
Florida 10
Georgia 5
Kentucky 2
Minnesota 1
Missouri 1
Mississippi 1
New Jersey 1
New Mexico 1
North Carolina 4
Ohio 2
Oklahoma 2
Pennsylvania 2
South Carolina 5
Tennessee 4
Texas 4
Virginia 1
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TOTAL PROPERTIES 50
======
Buildings. Each of the Properties owned by the Partnership includes a
building that is one of a Restaurant Chain's approved designs. However, the
buildings located on the 14 Checkers Properties owned by the Partnership and one
Boston Market Property owned by Wood-Ridge Real Estate Joint Venture are owned
by the tenants. The buildings generally are rectangular and are constructed
from various combinations of stucco, steel, wood, brick and tile. The sizes of
the buildings owned by the Partnership range from approximately 1,500 to 11,000
square feet. All buildings on Properties are freestanding and surrounded by
paved parking areas. Buildings are suitable for conversion to various uses,
although modifications may be required prior to use for other than restaurant
operations. As of December 31, 1999, the Partnership had plans for renovations
on one of the Properties. Depreciation expense is computed for buildings and
improvements using the straight-line method using depreciable lives of 40 years
for federal income tax purposes. As of December 31, 1999, the aggregate cost of
the Properties owned by the Partnership and joint ventures (including the
Properties owned through tenancy in common arrangements) for federal income tax
purposes was $15,764,513 and $4,107,826, respectively.
5
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The following table lists the Properties owned by the Partnership as of
December 31, 1999 by Restaurant Chain.
Restaurant Chain Number of Properties
---------------- ---------------------
Bennigan's 2
Boston Market 2
Checkers 14
Denny's 2
Golden Corral 5
Hardee's 7
Jack in the Box 4
Japan Express 1
Long John Silver's 7
Quincy's 1
Taco Bell 1
Wendy's 1
Other 3
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TOTAL PROPERTIES 50
=======
The General Partners consider the Properties to be well-maintained and
sufficient for the Partnership's operations.
The General Partners believe that the Properties are adequately covered by
insurance. In addition, the General Partners have obtained contingent liability
and property coverage for the Partnership. This insurance is intended to reduce
the Partnership's exposure in the unlikely event a tenant's insurance policy
lapses or is insufficient to cover a claim relating to the Property.
Leases. The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on
a long-term "triple net" basis, meaning that the tenant is responsible for
repairs, maintenance, property taxes, utilities and insurance. Generally, a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably necessary to refurbish buildings, premises,
signs and equipment so as to comply with the lessee's obligations, if
applicable, under the franchise agreement to reflect the current commercial
image of its Restaurant Chain. These capital expenditures are required to be
paid by the lessee during the term of the lease. The terms of the leases of the
Properties owned by the Partnership are described in Item 1. Business - Leases.
At December 31, 1999 and 1998, 98% and 88%, respectively of the Properties
were occupied. At December 31, 1997, 1996, and 1995, all of the Properties were
occupied. The following is a schedule of the average rent per Property for the
years ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
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<S> <C> <C> <C> <C> <C>
Rental Income (1) $3,568,289 $3,461,756 $3,906,700 $3,905,897 $3,838,766
Properties 50 50 49 48 44
Average Per Property $ 71,366 $ 69,235 $ 79,729 $ 81,373 $ 87,245
</TABLE>
(1) Rental income includes the Partnership's share of rental income from the
Properties owned through a joint venture arrangement and the Properties
owned through tenancy in common arrangements. Rental revenues have been
adjusted, as applicable, for any amounts for which the Partnership has
established an allowance for doubtful accounts.
6
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The following is a schedule of lease expirations for leases in place as of
December 31, 1999 for the next ten years and thereafter.
<TABLE>
<CAPTION>
Percentage of
Number Annual Rental Gross Annual
Expiration Year of Leases Revenues Rental Income
------------------- ---------------- ----------------- -----------------
<S> <C> <C> <C>
2000 -- $ -- --
2001 -- -- --
2002 -- -- --
2003 -- -- --
2004 -- -- --
2005 -- -- --
2006 -- -- --
2007 -- -- --
2008 -- -- --
2009 4 506,837 14.40%
Thereafter 45 3,010,520 85.60%
---------------- ----------------- -----------------
Total (1) 49 $3,517,357 100.00%
================ ================= =================
</TABLE>
(1) Excludes one Property which was vacant at December 31, 1999.
Leases with Major Tenants. The terms of each of the leases with the
Partnership's major tenants as of December 31, 1999 (see Item 1. Business -
Major Tenants), are substantially the same as those described in Item 1.
Business - Leases.
Flagstar Corporation leases seven Hardee's restaurants. The initial term
of each lease is 20 years (expiring in 2014) and the average minimum base annual
rent is approximately $73,800 (ranging from approximately $62,900 to $87,800).
Checkers Drive-In Restaurants, Inc. leases 14 Checkers Drive-In Restaurants
("Checkers"). The initial term of each of its leases is 20 years (expiring
between 2014 and 2015) and the average minimum base annual rent is approximately
$42,900 (ranging from approximately $22,500 to $63,100). The leases for the 14
Checkers Properties consist of only land. The tenant owns the buildings
currently on the land and has the right, if not in default under the lease, to
remove the buildings from the land at the end of the lease term.
Jack in the Box Inc. leases four Jack in the Box restaurants. The initial
term of each lease is 18 years (expiring in 2012) and the average minimum base
annual rent is approximately $91,100 (ranging from approximately $71,000 to
$102,200).
In addition, Golden Corral Corporation leases five Golden Corral
restaurants. The initial term of each lease is 15 years (expiring between 2009
and 2011) and the average minimum base annual rent is approximately $136,900
(ranging from approximately $88,000 to $190,600).
Competition
The fast-food and family-style restaurant business is characterized by
intense competition. The restaurants on the Partnership's Properties compete
with independently owned restaurants, restaurants which are part of local or
regional chains, and restaurants in other well-known national chains, including
those offering different types of food and service.
7
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Item 3. 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.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) As of March 15, 2000 there were 2,709 holders of record of the Units. There
is no public trading market for the Units, and it is not anticipated that a
public market for the Units will develop. During 1999, Limited Partners who
wished to sell their Units may have offered the Units for sale pursuant to the
Partnership's distribution reinvestment plan (the "Plan"), and Limited Partners
who wished to have their distributions used to acquire additional Units (to the
extent Units were available for purchase), may have done so pursuant to such
Plan. The General Partners had the right to prohibit transfers of Units. From
inception through December 31, 1999, the price paid for any Unit transferred
pursuant to the Plan range from $8.29 to $9.50 per Unit. The price paid for any
Unit transferred other than pursuant to the Plan was subject to negotiation by
the purchaser and the selling Limited Partner. The Partnership will not redeem
or repurchase Units.
8
<PAGE>
The following table reflects, for each calendar quarter, the high, low and
average sales prices for transfers of Units during 1999 and 1998 other than
pursuant to the Plan, net of commissions
<TABLE>
<CAPTION>
1999 (1) 1998 (1)
----------------------------------------------- ---------------------------------------------
High Low Average High Low Average
----------- ----------- ------------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
First Quarter (2) (2) (2) $9.50 $8.01 $8.44
Second Quarter (2) (2) (2) (2) (2) (2)
Third Quarter $10.00 $6.84 $8.42 9.00 6.10 8.03
Fourth Quarter 10.00 6.84 7.82 9.50 7.17 8.47
</TABLE>
(1) A total of 14,500 and 26,755 Units were transferred other than pursuant to
the Plan for the years ended December 31, 1999 and 1998, respectively.
(2) No transfer of Units took place during the quarter other than pursuant to
the Plan.
The capital contribution per Unit was $10. All cash available for
distribution will be distributed to the partners pursuant to the provisions of
the Partnership Agreement.
For the years ended December 31, 1999 and 1998, the Partnership declared
cash distributions of $3,200,000 and $3,400,000, respectively, to the Limited
Partners. Distributions for 1998 include $200,000 declared as a special
distribution to the Limited Partners, which represented cumulative excess
operating reserves. No amounts distributed to partners for the years ended
December 31, 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. No distributions have
been made to the General Partners to date. As indicated in the chart below,
these distributions were declared at the close of each of the Partnership's
calendar quarters. These amounts include monthly distributions made in arrears
for the Limited Partners electing to receive such distributions on this basis.
<TABLE>
<CAPTION>
Quarter Ended 1999 1998
------------- ---------------- -----------------
<S> <C> <C>
March 31 $800,000 $1,000,000
June 30 800,000 800,000
September 30 800,000 800,000
December 31 800,000 800,000
</TABLE>
The Partnership intends to continue to make distributions of cash available
for distribution to the Limited Partners on a quarterly basis, although some
Limited Partners, in accordance with their election, receive monthly
distributions, for an annual fee.
(b) Not applicable
Item 6. Selected Financial Data
<TABLE>
<CAPTION>
1999 1998 1997 1996 1995
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Year ended December 31:
Revenues (1) $ 3,373,628 $ 3,471,040 $ 3,908,014 $ 4,068,610 $ 3,914,985
Net income (2) 2,769,975 2,642,497 3,434,905 3,585,059 3,372,468
Cash distributions declared (4) 3,200,000 3,400,000 3,200,000 3,280,000 2,900,001
Net income per Unit (2)(3) 0.69 0.65 0.85 0.89 0.83
Cash distributions declared per Unit (3) 0.80 .85 0.80 0.82 0.73
At December 31:
Total assets $36,073,980 $36,356,904 $37,045,723 $36,936,678 $36,516,732
Partners' capital 35,035,875 35,465,900 36,223,403 35,988,498 35,683,439
</TABLE>
9
<PAGE>
(1) Revenues include equity in earnings of joint ventures and adjustments to
accrued rental income due to Long John Silver's, Inc. filing for bankruptcy
and rejecting four of the Partnership's leases.
(2) Net income for the year ended December 31, 1999, includes $165,503 from
loss on sale of land and building. Net income for the year ended December
31, 1995, includes $71,023 from loss on sale of land. Net income for the
year ended December 31, 1999 and 1998 includes $83,897 and $280,907,
respectively, from provision for loss on land and buildings. In addition,
net income for the year ended December 31, 1999, also includes lease
termination income of $450,000 recognized by the Partnership in connection
with consideration the Partnership received for releasing a former tenant
from their obligation under the terms of its lease.
(3) Based on the weighted average number of Limited Partner Units outstanding
during the years ended December 31, 1999, 1998, 1997, 1996, and 1995.
(4) Distributions for the years ended December 31, 1998 and 1996, include a
special distribution to the Limited Partners of $200,000 and $80,000,
respectively, which represented cumulative excess operating reserves.
The above selected financial data should be read in conjunction with the
financial statements and related notes contained in Item 8 hereof.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Partnership was organized on September 2, 1993, to acquire for cash,
either directly or through joint venture arrangements, both newly constructed
and existing restaurant Properties, as well as land upon which restaurant
Properties were to be constructed, which are leased primarily to operators of
selected national and regional fast-food and family-style Restaurant Chains.
The leases are generally triple-net leases, with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of
December 31, 1999, the Partnership owned 50 Properties, either directly or
through joint venture or tenancy in common arrangements.
Capital Resources
The Partnership's primary source of capital is cash from operations (which
includes cash received from tenants, distributions from joint ventures and
interest received, less cash paid for expenses). Cash from operations was
$2,943,295, $3,216,728, and $3,306,595 for the years ended December 31, 1999,
1998 and 1997, respectively. The decrease in cash from operations during 1999,
as compared to 1998, and the decrease during 1998, as compared to 1997, 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.
In January 1997, Wood-Ridge Real Estate Joint Venture, a joint venture in
which the Partnership owns a 50 percent interest, reinvested $502,598 of the net
sales proceeds from the sale of two Properties during 1996, in one Property.
During 1997, the Partnership had received approximately $52,000, representing
its prorata share of the uninvested net sales proceeds.
In June 1998, the Partnership invested in a Bennigan's Property located in
Fort Myers, Florida, with an affiliate of the General Partners as tenants-in-
common. In connection therewith, the Partnership and the affiliate of the
General Partners entered into an agreement whereby each party will share in the
profits and losses of the Property in proportion to its applicable percentage
interest. As of December 31, 1999, the Partnership owned a 15 percent interest
in this Property.
In November 1999, the Partnership sold its Property in Gastonia, North
Carolina to a third party for $672,630 and received net sales proceeds of
$631,304, resulting in a loss of $165,503 for financial reporting purposes. The
Partnership distributed 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. In December 1999, the Partnership
reinvested a portion of the net sales proceeds from the sale in a joint venture
arrangement, Duluth Joint Venture, with affiliates of the General Partners, to
construct and hold one restaurant Property. As of
10
<PAGE>
December 31, 1999, the Partnership had contributed a $357,441 to the joint
venture for a 50 percent interest in the profits and losses of this joint
venture.
In December 1999, the Partnership entered into a new lease with a new
tenant for its Property in Mentor, Ohio, to operate the Property as a Bennigan's
restaurant. In connection therewith, the Partnership committed to fund up to
$749,500 for renovation costs. No such amounts had been incurred as of December
31, 1999. The Partnership received $450,000 in consideration of the Partnership
releasing the former tenant from its obligation under the terms of its lease.
In January 2000, the Partnership sold its Property in Lexington, North
Carolina, for $599,500 and received net sales proceeds of $562,130, resulting in
a loss of $88,869 for financial reporting purposes, which the Partnership
recorded at December 31, 1999, as described below in "Results of Operations".
The Partnership intends to reinvest the net sales proceeds from the sale of this
Property in an additional Property.
None of the Properties owned by the Partnership, or the joint ventures or
tenancy in common arrangements in which the Partnership owns an interest, is or
may be encumbered. Subject to certain restrictions on borrowing, however, the
Partnership may borrow funds but will not encumber any of the Properties in
connection with any such borrowing. The Partnership will not borrow for the
purpose of returning capital to the Limited Partners. The Partnership will not
borrow under arrangements that would make the Limited Partners liable to
creditors of the Partnership. The General Partners further have represented
that they will use their reasonable efforts to structure any borrowing so that
it will not constitute "acquisition indebtedness" for federal income tax
purposes and also will limit the Partnership's outstanding indebtedness to three
percent of the aggregate adjusted tax basis of its Properties. Affiliates of
the General Partners from time to time incur certain operating expenses on
behalf of the Partnership for which the Partnership reimburses the affiliates
without interest.
Currently, cash reserves, rental income from the Partnership's Properties
and net sales proceeds from the sale of Properties, 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, make distributions to partners or reinvest in additional Properties.
At December 31, 1999, the Partnership had $1,660,363 invested in such short-term
investments as compared to $1,214,444 at December 31, 1998. The increase in
cash and cash equivalents during 1999 was primarily due to the Partnership
receiving $450,000 in fees from the termination of the Partnership's lease in
Mentor, Ohio, as described above. As of December 31, 1999, the average interest
rate earned on the rental income deposited in demand deposit accounts at
commercial banks was approximately 2.51% annually. The funds remaining at
December 31, 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.
Due to low operating expenses and ongoing cash flow, the General Partners
believe that the Partnership has sufficient working capital reserves at this
time. In addition, because substantially all leases of the Partnership's
Properties are on a triple-net basis, it is not anticipated that a permanent
reserve for maintenance and repairs will be established at this time. To the
extent, however, that the Partnership has insufficient funds for such purposes,
the General Partners will contribute to the Partnership an aggregate amount of
up to one percent of the offering proceeds for maintenance and repairs. The
General Partners have the right to cause the Partnership to maintain additional
reserves if, in their discretion, they determine such reserves are required to
meet the Partnership's working capital needs.
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.
11
<PAGE>
The Partnership generally distributes cash from operations remaining after
the payment of the 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, and for the year ended
December 31, 1998, cumulative operating reserves, the Partnership declared
distributions to the Limited Partners of $3,200,000, $3,400,000, and $3,200,000
for the years ended December 31, 1999, 1998 and 1997, respectively. This
represents distributions of $0.80, $0.85, and $0.80 per Unit for the years ended
December 31, 1999, 1998 and 1997, respectively. No amounts distributed to the
Limited Partners for the years ended December 31, 1999, 1998 or 1997 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 for distribution to the Limited Partners on a quarterly basis.
During 1999, 1998 and 1997, the affiliates incurred on behalf of the
Partnership $165,299, $98,978, and $78,821, respectively, for certain operating
expenses. As of December 31, 1999 and 1998, the Partnership owed $60,991 and
$21,187, respectively, to related parties for such amounts, accounting and
administrative services and management fees. As of March 15, 2000, the
Partnership had reimbursed the affiliates all such amounts. Other liabilities,
including distributions payable, increased to $977,114 at December 31, 1999,
from $869,817 at December 31, 1998, primarily as a result of an increase in
accounts payable as a result of the Partnership accruing transaction costs
relating to the proposed Merger with CNL American Properties Fund, Inc. ("APF")
as described in "Termination of Merger." The increase was partially offset by a
decrease in rents paid in advance during 1999, as compared to 1998. The General
Partners believe that the Partnership has sufficient cash on hand to meet its
current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
The Partnership owned and leased 42 wholly owned Properties during 1997,
1998, and 1999 (including one Property which was sold in November 1999). In
addition, during 1997, the Partnership was a co-venturer in one joint venture
that owned and leased six Properties, and owned and leased one Property with
affiliates as tenants-in-common. During 1998, the Partnership owned and leased
one additional Property with an affiliate as tenants-in-common and during 1999,
was a co-venturer in an additional joint venture that owned and leased one
Property. As of December 31, 1999, the Partnership owned, either directly or
through joint venture or tenancy in common arrangements, 50 Properties, which
are generally subject to long-term, triple-net leases. The leases of the
Properties provide for minimum base annual rental payments (payable in monthly
installments) ranging from approximately $22,500 to $190,600. The majority of
the leases provide for percentage rent based on sales in excess of a specified
amount. In addition, the majority of the leases provide that, commencing in
specified lease years (generally from the sixth or the ninth lease year), the
annual base rent required under the terms of the lease will increase. For
further description of the Partnership's leases and Properties, see Item 1.
Business - Leases and Item 2. Properties, respectively.
During the years ended December 31, 1999, 1998 and 1997, the Partnership
earned $3,031,192, $3,130,205, and $3,586,791, respectively, in rental income
from operating leases (net of adjustments to accrued rental income) and earned
income from direct financing leases from Properties wholly owned by the
Partnership. The decrease in rental and earned income during 1999 and 1998,
each as compared to the previous year, is partially due to a decrease in rental
and earned income of approximately $159,000 and $197,700, respectively, 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 eight Properties it leased. As a
result, this tenant ceased making rental payments on the four rejected leases;
however, the Partnership has continued receiving rental payments relating to
the leases not rejected by the tenant. In conjunction with the four rejected
leases, during 1998, the Partnership reversed approximately $250,600 of accrued
rental income (non-cash accounting adjustment relating to the straight-lining of
future scheduled rent increases over the lease term in accordance with generally
accepted accounting principles). No such amounts were reversed during 1997 or
1999. In May 1999, the Partnership re-leased one of the Properties with a
rejected lease and rental payments commenced in July 1999. In November 1999,
the Partnership sold one Property with a rejected lease to a third party. In
addition, in January 2000, the Partnership sold a third Property to a third
party, as described above in "Capital Resources". The Partnership will not
recognize rental and earned income from the remaining Property until a new
tenant is located or until the Property is sold and the proceeds from such sale
is reinvested in an additional
12
<PAGE>
Property. In August 1999, Long John Silver's, Inc. assumed and affirmed its four
remaining leases and the Partnership has continued to receive rental payments
relating to these four leases. The lost revenues resulting from the one
remaining lease that was rejected, as described above, could have an adverse
affect on the results of operations of the Partnership if the Partnership is
unable to re-lease this Property in a timely manner.
Rental and earned income also decreased during 1999, as compared to 1998,
by approximately $14,700 due to the fact that in December 1999, the Partnership
terminated the lease with the tenant of the Property in Mentor, Ohio. In
connection therewith, during 1999, the Partnership reversed approximately
$175,100 of accrued rental income recognized since inception relating to the
straight-lining of future scheduled rent increases in accordance with generally
accepted accounting principles. In December 1999, the Partnership re-leased the
Property to a new tenant, and intends to renovate the Property into a Bennigan's
restaurant, as described above in "Capital Resources."
During the years ended December 31, 1999, 1998 and 1997, the Partnership
also earned $40,959, $41,463, and $25,791, respectively, in contingent rental
income. Contingent rental income was higher during 1999 and 1998, primarily as
a result of increased gross sales of certain restaurant Properties that are
subject to leases requiring payment of contingent rental income.
In addition, for the years ended December 31, 1999, 1998 and 1997, the
Partnership earned $259,508, $236,553, and $239,249, respectively, attributable
to net income earned by joint ventures in which the Partnership is a co-
venturer. The increase in net income earned by joint ventures during 1999, as
compared to 1998, was primarily attributable to the Partnership investing in a
Property in Fort Myers, Florida, in June 1998, with an affiliate of the General
Partners as tenants-in-common, as described above in "Capital Resources."
During the year ended December 31, 1999, four lessees of the Partnership,
Flagstar Enterprises, Inc., Checkers Drive-In Restaurants, Inc., Jack in the
Box, Inc. and Golden Corral Corporation, each contributed more than ten percent
of the Partnership's total rental income (including the Partnership's share of
rental income from seven Properties owned by joint ventures and two Properties
owned with affiliates of the General Partners as tenants-in-common). As of
December 31, 1999, Flagstar Enterprises, Inc. was the lessee under leases
relating to seven restaurants, Checkers Drive-In Restaurants, Inc. was the
lessee under leases relating to 14 restaurants, Jack in the Box, Inc. was the
lessee under leases relating to four restaurants and Golden Corral Corporation
was lessee under leases relating to five restaurants. It is anticipated that,
based on the minimum rental payments required by the leases, these four leases
each will continue to contribute more than ten percent of the Partnership's
total rental income in 2000. In addition, during the year ended December 31,
1999, five Restaurant Chains, Hardee's, Checkers Drive-In Restaurants, Long John
Silver's, Golden Corral and Jack in the Box, each accounted for more than ten
percent of the Partnership's total rental income (including the Partnership's
share of rental income from seven Properties owned by joint ventures and two
Properties owned with affiliates of the General Partners as tenants-in-common).
In 2000, it is anticipated that these five Restaurant chains each will continue
to account for more than ten percent of the total rental income to which the
Partnership is entitled under the terms of the leases. Any failure of these
lessees or Restaurant Chains could materially affect the Partnership's income if
the Partnership is not able to re-lease the Properties in a timely manner.
Operating expenses, including depreciation and amortization expense, were
$804,253, $547,636, and $473,109 for the years ended December 31, 1999, 1998 and
1997, respectively. The increase in operating expenses during 1999, as compared
to 1998, and the increase during 1998, as compared to 1997, was partially
attributable to the fact that the Partnership incurred insurance expense,
maintenance expense, legal fee expense and real estate taxes as a result of Long
John Silver's, Inc. filing for bankruptcy and rejecting the leases relating to
four Properties in June 1998. In addition, the increase in operating expenses
during 1999 and 1998, was partially attributable to an increase in depreciation
expense due to the fact that during the year ended December 31, 1998, the
Partnership reclassified these Properties from net investment in direct
financing leases to land and buildings on operating leases. In May 1999, the
Partnership re-leased one of the Properties and in November 1999, sold one of
the Properties. In addition, in January 2000, the Partnership sold a third
Property with a rejected lease, as described above in "Capital Resources." The
Partnership will continue to incur such expenses, relating to the remaining
Property with a rejected lease until a replacement tenant or purchaser is
located. Due to the fact that, in August 1999, Long John Silver's Inc. assumed
and affirmed its four remaining leases, as described above, Long John Silver's,
Inc. will be responsible for such expenses relating to these Properties;
therefore, the General Partners do not anticipate that the Partnership will
incur these expenses for the four remaining leases.
13
<PAGE>
The increase in operating expenses for 1999 and 1998, has also partially
due to the fact that the Partnership incurred $195,622 and $23,196 respectively
in transaction costs 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 "Termination of Merger".
During the year ended December 31, 1999, the Partnership recorded a
provision for loss on building in the amount of $83,897 for financial reporting
purposes relating to the Property in Lexington, North Carolina. The allowance
represents the difference between the carrying value of the Property at December
31, 1999, and the net sales proceeds from the sale of the Property to a third
party in January 2000. In addition, during the year ended December 31, 1998, the
Partnership established an allowance for loss on land and buildings of $280,907
for financial reporting purposes relating to two of the four Long John Silver's
Properties for which leases were rejected by the tenant, as described above.
The loss represented the difference between the carrying value of the Properties
at December 31, 1998 and the estimated net realizable value for these
Properties. No such allowance was established during the year ended December
31, 1997.
As a result of the sale of the Property in Gastonia, North Carolina the
Partnership recognized a loss of $165,503 during the year ended December 31,
1999 for financial reporting purposes. In addition, in connection with the
lease termination relating to the Property in Mentor, Ohio, the Partnership
received $450,000 as a lease termination fee from the former tenant in
consideration of the Partnership's releasing the tenant from its obligation
under the terms of the lease. No such transactions occurred during the years
ended December 31, 1998 and 1997.
The Partnership's leases as of December 31, 1999, are generally triple-net
leases and contain provisions that the General Partners believe mitigate the
adverse effect of inflation. Such provisions include clauses requiring the
payment of percentage rent based on certain restaurant sales above a specified
level and/or automatic increases in base rent at specified times during the term
of the lease. Management expects that increases in restaurant sales volumes due
to inflation and real sales growth should result in an increase in rental income
over time. Continued inflation also may cause capital appreciation of the
Partnership's Properties. Inflation and changing prices, however, also may have
an adverse impact on the sales of the restaurants and on potential capital
appreciation of the Properties.
Termination of 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. Under the Agreement and Plan of Merger, APF was to issue
shares of its common stock as consideration for the Merger. On March 1, 2000,
the General Partners and APF announced that they had mutually agreed to
terminate the Agreement and Plan of Merger. The agreement to terminate the
Agreement and Plan of Merger was based, in large part, on the General Partners'
concern that, in light of market conditions relating to publicly traded real
estate investment trusts, the value of the transaction had diminished. As a
result of such diminishment, the General Partners' ability to unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become questionable.
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.
Status
The Partnership generally does not directly own information technology
systems. The General Partners and their affiliates generally provide all
services requiring the use of information and some non-information technology
systems. In early 1998, affiliates of the General Partners formed a year 2000
committee ("the Y2K Team") that assessed the readiness of any systems that are
date sensitive and completed upgrades for the hardware equipment and software
that was not year 2000 compliant, as necessary. The cost for these upgrades and
other remedial measures is the responsibility of the General Partners and their
affiliates. The General Partners and their affiliates do not expect that the
Partnership will incur any costs in connection with the year 2000 remedial
measures. In addition, the Y2K Team
14
<PAGE>
requested and received certifications of compliance from other companies with
which the General Partners, their affiliates, and the Partnership have material
third party relationships.
In assessing the risks presented by the year 2000 problem, the Y2K Team
identified potential worst case scenarios involving the future of the
information and non-information technology systems used by the Partnership's
transfer agent, financial institutions and tenants. As of January 14, 2000, the
General Partners and their affiliates have tested the information and non-
information technology systems used by the Partnership and have not experienced
material disruption or other significant problems. In addition, as of the same
date, the General Partners are not aware of any material year 2000 problems
relating to information and non-information technology systems of third parties
with which the Partnership maintains material relationships, including those of
the Partnership's transfer agent, financial institutions and tenants. In
addition, in the Partnership's interactions with its transfer agent, financial
institutions and tenants, the systems of these third parties have functioned
normally. Until the Partnership's first distribution in 2000 and the delivery
of the information by the transfer agent to stockholders in early 2000, the
General Partners will continue to monitor the year 2000 compliance of the
transfer agent. In addition, the General Partners will continue to monitor the
systems used by the Partnership and to maintain contact with third parties with
which the Partnership has material relationships with respect to year 2000
compliance and any year 2000 issues that may arise at a later date. The General
Partners will develop contingency plans relating to ongoing year 2000 issues at
the time that such issues are identified and such plans are deemed necessary.
Based on the information provided to the Y2K Team, the upgrades and
remedial measures by the General Partners and their affiliates, and the normal
functioning to date of information and non-information technology systems used
by the Partnership and those third parties, the General Partners do not foresee
significant risks associated with its year 2000 compliance at this time. In
addition, the General Partners and their affiliates do not expect to incur any
additional costs in connection with the year 2000 remedial efforts. However,
there can be no assurance that the General Partners and their affiliates or any
third parties will not have ongoing year 2000 issues that may have adverse
effects on the Partnership.
Item 7a. Quantitative and Qualitative Disclosures About market Risk
Not applicable
Item 8. Financial Statements and Supplementary Data
15
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONTENTS
--------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants 17
Financial Statements:
Balance Sheets 18
Statements of Income 19
Statements of Partners' Capital 20
Statements of Cash Flows 21
Notes to Financial Statements 23
</TABLE>
16
<PAGE>
Report of Independent Certified Public Accountants
--------------------------------------------------
To the Partners
CNL Income Fund XV, Ltd.
In our opinion, the financial statements listed in the index appearing under
item 14(a)(1) present fairly, in all material respects, the financial position
of CNL Income Fund XV, Ltd. (a Florida limited partnership) at December 31, 1999
and 1998, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States. In addition, in our
opinion, the financial statement schedules listed in the index appearing under
item 14(a)(2) present fairly, in all material respects, the information set
forth therein when read in conjunction with the related financial statements.
These financial statements and financial statement schedules are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial statements and financial statement schedules based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
Orlando, Florida
February 4, 2000, except for Note 10 for which the date is March 1, 2000
17
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
--------------
<TABLE>
<CAPTION>
December 31,
1999 1998
----------------- -----------------
<S> <C> <C>
ASSETS
------
Land and buildings on operating leases, less
accumulated depreciation and allowance for loss on
land and buildings $ 23,263,676 $ 23,173,909
Net Investment in direct financing leases 6,236,233 7,589,694
Investment in joint ventures 3,095,152 2,743,450
Cash and cash equivalents 1,660,363 1,214,444
Receivables, less allowance for doubtful accounts of
$13,085 and $849, respectively 97,068 60,315
Prepaid expenses 14,988 9,627
Organization costs, less accumulated amortization of
$10,000 and $9,549, respectively --- 451
Lease costs, less accumulated amortization of $1,479 19,760 ---
Accrued rental income 1,686,740 1,565,014
----------------- -----------------
$ 36,073,980 $ 36,356,904
================= =================
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
Accounts payable $ 122,999 $ 592
Accrued and escrowed real estate taxes
payable 28,352 16,019
Distributions payable 800,000 800,000
Due to related parties 60,991 21,187
Rents paid in advance and deposits 25,763 53,206
----------------- -----------------
Total liabilities 1,038,105 891,004
Commitment and contingencies (Note 11)
Partners' capital 35,035,875 35,465,900
----------------- -----------------
$ 36,073,980 $ 36,356,904
================= =================
</TABLE>
See accompanying notes to financial statements.
18
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
STATEMENTS OF INCOME
--------------------
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
---------------- ---------------- ----------------
<S> <C> <C> <C>
Revenues
Rental income from operating leases $ 2,384,318 $ 2,443,550 $ 2,527,261
Adjustments to accrued rental income (175,098) (250,631) --
Earned income from direct financing leases 821,972 937,286 1,059,530
Contingent rental income 40,959 41,463 25,791
Interest and other income 41,969 62,819 56,183
-------------- -------------- --------------
3,114,120 3,234,487 3,668,765
-------------- -------------- --------------
Expenses:
General operating and administrative 158,505 137,794 135,714
Professional services 53,840 26,208 24,526
Management fees to related parties 33,430 33,990 35,321
Real estate taxes 29,381 16,797 --
State and other taxes 32,585 27,763 29,200
Depreciation and amortization 300,890 281,888 248,348
Transaction costs 195,622 23,196 --
-------------- -------------- --------------
804,253 547,636 473,109
-------------- -------------- --------------
Income Before Equity in Earnings of Joint Ventures, Loss
on Sale of Land and Building, Provision for Loss on Land
and Buildings, and Lease Termination Fee 2,309,867 2,686,851 3,195,656
Equity in Earnings of Joint Ventures 259,508 236,553 239,249
Loss on Sale of Land and Building (165,503) -- --
Provision for Loss on Land and Buildings (83,897) (280,907) --
Lease Termination Fee 450,000 -- --
-------------- -------------- --------------
Net Income $ 2,769,975 $2,642,497 $3,434,905
============== ============== ==============
Allocation of Net Income:
General partners $ 29,159 $ 28,218 $ 34,349
Limited partners 2,740,816 2,614,279 3,400,556
-------------- -------------- --------------
$ 2,769,975 $2,642,497 $3,434,905
============== ============== ==============
Net Income Per Limited Partner Unit $ 0.69 $0.65 $0.85
============== ============== ==============
Weighted Average Number of Limited Partner Units
Outstanding 4,000,000 4,000,000 4,000,000
============== ============== ==============
</TABLE>
See accompanying notes to financial statements.
19
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
-------------------------------
Years Ended December 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
General Partners Limited Partners
----------------------------- ----------------------------------------------------------------------
Accumulated Accumulated Syndication
Contributions Earnings Contributions Distributions Earnings Costs Total
--------------- ----------- ------------- ------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1996 $ 1,000 $ 82,062 $ 40,000,000 $ (7,365,947) $ 8,061,383 $ (4,790,000) $35,988,498
Distributions to limited
partners ($0.80 per
Limited partner unit) -- -- -- (3,200,000) -- -- (3,200,000)
Net Income -- 34,349 -- -- 3,400,556 -- 3,434,905
--------------- ----------- ------------- ------------- ------------ ------------ ------------
Balance, December 31, 1997 1,000 116,411 40,000,000 (10,565,947) 11,461,939 (4,790,000) 36,223,403
Distributions to limited
partners ($0.85 per
Limited partner unit) -- -- -- (3,400,000) -- -- (3,400,000)
Net income -- 28,218 -- -- 2,614,279 -- 2,642,497
--------------- ----------- ------------- ------------- ------------ ------------ ------------
Balance, December 31, 1998 1,000 144,629 40,000,000 (13,965,947) 14,076,218 (4,790,000) 35,465,900
Distributions to limited
Partners ($0.80 per
Limited partner unit) -- -- -- (3,200,000) -- -- (3,200,000)
Net income -- 29,159 -- -- 2,740,816 -- 2,769,975
--------------- ----------- ------------- ------------- ------------ ------------ ------------
Balance, December 31, 1999 $ 1,000 $ 173,788 $ 40,000,000 $ (17,165,947) $ 16,817,034 $ (4,790,000) $35,035,875
=============== =========== ============= ============= ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
20
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
----------------- ------------------ -------------------
<S> <C> <C> <C>
Increase ( Decrease) in Cash and Cash
Equivalents:
Cash Flows from Operating Activities:
Cash received from tenants $ 2,980,513 $ 3,143,119 $ 3,228,741
Distributions from joint ventures 264,410 271,075 249,318
Cash paid for expenses (337,268) (252,042) (218,106)
Interest received 35,640 54,576 46,642
----------------- ------------------ -------------------
Net cash provided by operating
activities 2,943,295 3,216,728 3,306,595
----------------- ------------------ -------------------
Cash Flows from Investing Activities:
Proceeds from sale of land and building 631,304 -- --
Proceeds received from tenant in
connection with termination of lease 450,000 -- --
Investment in joint ventures (357,441) (216,992) --
Return of capital from joint venture -- -- 51,950
Payment of lease costs (21,239) -- --
----------------- ------------------ -------------------
Net cash provided by (used in)
investing activities 702,624 (216,992) 51,950
----------------- ------------------ -------------------
Cash Flows from Financing Activities:
Distributions to limited partners (3,200,000) (3,400,000) (3,280,000)
----------------- ------------------ -------------------
Net cash used in financing activities (3,200,000) (3,400,000) (3,280,000)
----------------- ------------------ -------------------
Net Increase (Decrease) in Cash and Cash
Equivalents 445,919 (400,264) 78,545
Cash and Cash Equivalents at Beginning of
Year 1,214,444 1,614,708 1,536,163
----------------- ------------------ -------------------
Cash and Cash Equivalents at End of Year $ 1,660,363 $ 1,214,444 $ 1,614,708
================= ================== ===================
</TABLE>
See accompanying notes to financial statements.
21
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
STATEMENT OF CASH FLOWS - CONTINUED
-----------------------------------
<TABLE>
<CAPTION>
Year Ended December 31,
1999 1998 1997
------------ ----------- -----------
<S> <C> <C> <C>
Reconciliation of Net Income to Net Cash
Provided by Operating Activities
Net income $2,769,975 $2,642,497 $3,434,905
------------ ----------- -----------
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation 298,123 279,051 245,563
Amortization 2,767 2,837 2,785
Equity in earnings of joint
ventures, net of distributions 4,902 34,522 10,069
Loss from sale of land and building 165,503 -- --
Provision for loss on land and
building 83,897 280,907 --
Lease termination income (450,000) -- --
Decrease (increase) in receivables (36,753) (33,427) 3,288
Decrease in net investment in
direct financing leases 84,867 85,884 87,508
Increase in prepaid expenses (5,361) (1,994) (584)
Increase in accrued rental income (121,726) (142,233) (431,079)
Increase in accounts payable and
accrued expenses 134,740 3,462 1,515
Increase in due to related parties 39,804 16,876 2,956
Increase (decrease) in rents paid
in advance (27,443) 48,346 (50,331)
------------ ----------- -----------
Total adjustments 173,320 574,231 (128,310)
------------ ----------- -----------
Net Cash Provided by Operating Activities $2,943,295 $3,216,728 $3,306,595
============ =========== ===========
Supplemental Schedule of Non-Cash
Financing Activities:
Distributions declared and unpaid at
December 31 $ 800,000 $ 800,000 $ 800,000
============ =========== ===========
</TABLE>
See accompanying notes to financial statements.
22
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
Years Ended December 31, 1999, 1998 and 1997
1. Significant Accounting Policies:
-------------------------------
Organization and Nature of Business - CNL Income Fund XV, Ltd. (the
-----------------------------------
"Partnership") is a Florida limited partnership that was organized for the
purpose of acquiring both newly constructed and existing restaurant
properties, as well as properties upon which restaurants were to be
constructed, which are leased primarily to operators of national and
regional fast-food and family-style restaurant chains.
The general partners of the Partnership are CNL Realty Corporation (the
"Corporate General Partner"), James M. Seneff, Jr. and Robert A. Bourne.
Mr. Seneff and Mr. Borne are also 50 percent shareholders of the Corporate
General Partner. The general partners have responsibility for managing the
day-to-day operations of the Partnership.
Real Estate and Lease Accounting - The Partnership records the acquisition
--------------------------------
of land and buildings at cost, including acquisition and closing costs.
Land and buildings are leased to unrelated third parties generally on a
triple-net basis, whereby the tenant is responsible for all operating
expenses relating to the property, including property taxes, insurance,
maintenance and repairs. The leases are accounted for using either the
direct financing or the operating methods. Such methods are described
below:
Direct financing method - The leases accounted for using the direct
financing method are recorded at their net investment (which at the
inception of the lease generally represents the cost of the asset)
(Note 4). Unearned income is deferred and amortized to income over
the lease terms so as to produce a constant periodical rate of return
on the Partnership's net investment in the leases.
Operating method - Land and building leases accounted for using the
operating method are recorded at cost, revenue is recognized as
rentals are earned and depreciation is charged to operations as
incurred. Buildings are depreciated on the straight-line method over
their estimated useful lives of 30 years. When scheduled rentals vary
during the lease term, income is recognized on a straight-line basis
so as to produce a constant periodic rent over the lease term
commencing on the date the property is placed in service.
23
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
1. Significant Accounting Policies - Continued:
-------------------------------------------
Accrued rental income represents the aggregate amount of income
recognized on a straight-line basis in excess of scheduled rental
payments to date. Whenever a tenant defaults under the terms of its
lease, or events or changes in circumstance indicate that the tenant
will not lease the property through the end of the lease term, the
Partnership either reserves or reverses the cumulative accrued
rental income balance.
When the properties are sold, the related cost and accumulated depreciation
for operating leases and the net investment for direct financing leases,
plus any accrued rental income, are removed from the accounts and gains or
losses from sales are reflected in income. The general partners of the
Partnership review properties for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable through operations. The general partners determine whether an
impairment in value has occurred by comparing the estimated future
undiscounted cash flows, including the residual value of the property, with
the carrying cost of the individual property. If an impairment is
indicated, the assets are adjusted to their fair value. Although the
general partners have made their best estimate of these factors based on
current conditions, it is reasonably possible that changes could occur in
the near term which could adversely affect the general partners' best
estimate of net cash flows expected to be generated from its properties and
the need for asset impairment write downs.
When the collection of amounts recorded as rental or other income is
considered to be doubtful, an adjustment is made to increase the allowance
for doubtful accounts, which is netted against receivables, and to decrease
rental or other income or increase bad debt expense for the current period,
although the Partnership continues to pursue collection of such amounts.
if amounts are subsequently determined to be uncollectible, the
corresponding receivable and allowance for doubtful accounts are decreased
accordingly.
Investment in Joint Ventures - The Partnership accounts for its interests
----------------------------
in Wood-Ridge Real Estate Joint Venture, Duluth Joint Venture, and
properties in Clinton, North Carolina and Fort Myers, Florida, held as
tenants-in-common with affiliates, using the equity method since the
Partnership shares control with affiliates which have the same general
partners.
Cash and Cash Equivalents - The Partnership considers all highly liquid
-------------------------
investments with a maturity of three months or less when purchased to be
cash equivalents. Cash and cash equivalents consist of demand deposits at
commercial banks and money market funds (some of which are backed by
government securities). Cash equivalents are stated at cost plus accrued
interest, which approximates market value.
24
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
1. Significant Accounting Policies - Continued:
-------------------------------------------
Cash accounts maintained on behalf of the Partnership in demand deposits at
commercial banks and money market funds may exceed federally insured
levels; however, the Partnership has not experienced any losses in such
accounts. The Partnership limits investment of temporary cash investments
to financial institutions with high credit standing; therefore, the
Partnership believes it is not exposed to any significant credit risk on
cash and cash equivalents.
Lease Costs - Brokerage fees associated with negotiating a new lease are
-----------
amortized over the term of the new lease using the straight-line method.
Income Taxes - Under Section 701 of the Internal Revenue Code, all income,
------------
expenses and tax credit items flow through to the partners for tax
purposes. Therefore, no provision for federal income taxes is provided in
the accompanying financial statements. The Partnership is subject to
certain state taxes on its income and property.
Additionally, for tax purposes, syndication costs are included in
partnership equity and in the basis of each partner's investment. For
financial reporting purposes, syndication costs are netted against
partners' capital and represent a reduction of Partnership equity and a
reduction in the basis of each partner's investment.
Use of Estimates - The general partners of the Partnership have made a
-----------------
number of estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and liabilities to
prepare these financial statements in conformity with generally accepted
accounting principles. The more significant areas requiring the use of
management estimates relate to the allowance for doubtful accounts and
future cash flows associated with long-lived assets. Actual results could
differ from those estimates.
Reclassification - Certain items in the prior years' financial statements
----------------
have been reclassified to conform to 1999 presentation. These
reclassifications had no effect on partners' capital or net income.
2. Leases:
------
The Partnership leases its land or land and buildings to operators of
national and regional fast food and family-style restaurants. The leases
are accounted for under the provisions of Statement of Financial Accounting
Standards No. 13, "Accounting for Leases." Some of the leases are
classified as operating leases and some of the leases have been classified
as direct financing leases. For the leases classified as direct financing
leases, the building portions of the
25
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
2. Leases - Continued:
------------------
property leases are accounted for as direct financing leases while the land
portions of the majority of these leases are operating leases.
Substantially all leases are for 10 to 20 years and provide for minimum and
contingent rentals. In addition, the tenant pays all property taxes and
assessments, fully maintains the interior and exterior of the building and
carries insurance coverage for public liability, property damage, fire and
extended coverage. The lease options generally allow tenants to renew the
leases for two to five successive five-year periods subject to the same
terms and conditions as the initial lease. Most leases also allow the
tenant to purchase the property at fair market value after a specified
portion of the lease has elapsed.
3. Land and Buildings on Operating Leases:
--------------------------------------
Land and buildings on operating leases consisted of the following at
December 31:
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
Land $ 15,200,352 $ 15,579,852
Buildings 9,606,254 8,955,616
-------------- --------------
24,806,606 24,535,468
Less accumulated depreciation (1,345,651) (1,080,652)
-------------- --------------
23,460,955 23,454,816
Less allowance for loss on land
and buildings (197,279) (280,907)
-------------- --------------
$ 23,263,676 $ 23,173,909
============== ==============
</TABLE>
During the year ended December 31, 1998, the Partnership established an
allowance for loss on land and buildings of $280,907 for financial
reporting purposes relating to the properties in Lancaster, Couth Carolina
and Lexington, North Carolina, two of the four Long John Silver's
properties for which leases were rejected by the tenant as a result of the
tenant filing for bankruptcy. The loss represented the difference between
the carrying value of the properties at December 31, 1998 and the estimated
net realizable value for the properties. During the year ended December 31,
1999, the Partnership's property in Lancaster, South Carolina was re-leased
to a new operator. In accordance with Statement of Financial Accounting
Standards No. 13, "Accounting for Leases," the Partnership classified the
land portion of this property as an operating lease and reclassified the
building portion of this property from an operating lease to net investment
indirect financing lease at the lower of original cost, present fair value,
or present carrying value. No loss on termination of operating lease was
recorded for financial reporting purposes (see Note 4).
26
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
3. Land and Buildings on Operating Leases - Continued
--------------------------------------------------
In addition, during 1999, the Partnership increased the allowance for loss
on building by $83,897 for the property in Lexington, North Carolina. The
allowance represents the difference between the carrying value of the
property at December 31, 1999 and the net sales proceeds from the sale of
the property to a third party in January 2000 (see Note 12).
In November 1999, the Partnership sold its property in Gastonia, North
Carolina, to a third party for $672,630 and received net sales proceeds of
$631,304, resulting in a loss of $165,503 for financial reporting purposes.
In December 1999, the Partnership reinvested a portion of the net sales
proceeds in Duluth Joint Venture (see Note 5).
In December 1999, the Partnership re-leased the property in Mentor, Ohio to
a new tenant to operate the property as a Bennigan's restaurant. In
connection with the original lease, the Partnership received $450,000 as a
lease termination fee in consideration of the Partnership releasing the
former tenant from its obligation under the terms of the original lease.
In addition, in October 1999, the lease relating to the property in
Lexington, Kentucky, was amended to allow for rent reductions. In
connection therewith, the Partnership reclassified the building portion of
the lease from net investment in direct financing lease to an operating
lease. In accordance with Statement of Financial Accounting Standards No.
13, "Accounting for Leases," the Partnership recorded the reclassified
Property at the lower of original cost, present fair value, or present
carrying amount. No loss on termination of operating lease was recorded
for financial reporting purposes.
Generally, the leases provide for escalating guaranteed minimum rents
throughout the lease term. Income from these scheduled rent increases is
recognized on a straight-line basis over the terms of the leases. For the
years ended December 31, 1999, 1998, and 1997, the Partnership recognized
$121,726 (net of $175,098 in reversals), $142,233 (net of $250,631 in
reversals), and $431,079, respectively, of such rental income.
27
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
3. Land and Buildings on Operating Leases - Continued:
--------------------------------------------------
The following is a schedule of the future minimum lease payments to be
received on noncancellable operating leases at December 31, 1999:
2000 $ 2,215,302
2001 2,218,774
2002 2,249,987
2003 2,265,902
2004 2,335,987
Thereafter 21,722,900
------------
$ 33,008,852
============
Since lease renewal periods are exercisable at the option of the tenant,
the above table only presents future minimum lease payments due during the
initial lease terms. In addition, this table does not include any amounts
for future contingent rentals which may be received on the leases based on
a percentage of the tenant's gross sales.
4. Net Investment in Direct Financing Leases:
-----------------------------------------
The following lists the components of the net investment in direct
financing leases at December 31:
1999 1998
----------- ------------
Minimum lease payments receivable
11,502,994 $ 15,275,632
Estimated residual values 2,168,477 2,460,656
Less unearned income (7,435,238) (10,146,594)
----------- ------------
Net investment in direct financing
leases 6,236,233 $ 7,589,694
=========== ============
28
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
4. Net Investment in Direct Financing Leases - Continued:
------------------------------------------------------
The following is a schedule of future minimum lease payments to be received
on direct financing leases at December 31, 1999:
2000 $ 742,738
2001 748,225
2002 770,582
2003 775,937
2004 775,937
Thereafter 7,689,575
------------
$ 11,502,994
============
The above table does not include future minimum lease payments for renewal
periods or for contingent rental payments that may become due in future
periods (see Note 3)
During the year ended December 31, 1998, four of the eight leases with Long
John Silver's, Inc. were rejected in connection with the tenant filing for
bankruptcy. As a result, the Partnership reclassified these properties
from net investment in direct financing leases to land and buildings on
operating leases. In accordance with the Statement of Financial Accounting
Standards No. 13, "Accounting for Leases," the Partnership recorded the
reclassified properties at the lower of original cost, present fair value,
or present carrying amount. No losses on the termination of direct
financing leases were recorded for financial reporting purposes. In
November 1999, the Partnership sold the property located in Gastonia, North
Carolina (see Note 3) and re-leased the property located in Lancaster,
South Carolina. As a result of the re-lease, the Partnership reclassified
the building portion on operating lease to net investment in direct
financing leases (see Note 3). In addition, in January 2000, the
Partnership sold the property located in Lexington, North Carolina (see
Note 11).
In connection with the Partnership re-leasing the property in Mentor, Ohio,
in December 1999, the Partnership reclassified the building portion of the
lease from an operating lease to net investment in direct financing. 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.
5. Investment in Joint Ventures:
----------------------------
The Partnership has a 50 percent interest in the profits and losses of
Wood-Ridge Real Estate Joint Venture. The remaining interest in this joint
venture is held by an affiliate of the Partnership, which has the same
general partners.
29
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
5. Investment in Joint Ventures - Continued:
----------------------------------------
The Partnership also has a 16 percent interest in a Property in Clinton,
North Carolina, with affiliates of the Partnership that have the same
general partners, as tenants-in common.
In January 1997, Wood-Ridge Real Estate Joint Venture reinvested $502,598
of the net sales proceeds from the sale of two properties during 1996 in
one property. As of December 31, 1998, the Partnership had received
approximately $52,000, representing its prorata share of the uninvested net
sales proceeds. As of December 31, 1999, the Partnership owned a 50
percent interest in the profits and losses of the joint venture.
In June 1998, the Partnership acquired a property in Fort Myers, Florida,
with an affiliate of the general partners as tenants-in-common. In
connection therewith, the Partnership contributed an amount to acquire a 15
percent interest in such property.
In December 1999, the Partnership entered into a joint venture arrangement,
Duluth Joint Venture, with affiliates of the general partners, to construct
and hold one restaurant property. As of December 31, 1999, the Partnership
had contributed $357,441 to the joint venture and owns a 33 percent
interest in the profits and losses of the joint venture.
Wood-Ridge Real Estate Joint Venture owns and leases six properties and
Duluth Joint Venture owns and leases one property to operators of national
fast food or family-style restaurants. The Partnership and affiliates, as
tenants-in-common in two separate tenancy-in-common arrangements, each own
and lease one property to an operator of national fast food or family-style
restaurants.
30
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
5. Investment in Joint Ventures - Continued:
----------------------------------------
The following presents the combined, condensed financial information for
all of the Partnership's investments in joint ventures at December 31:
<TABLE>
<CAPTION>
1999 1998
-------------- --------------
<S> <C> <C>
Land and buildings on operating leases, less
accumulated depreciation $7,029,635 $6,063,237
Net investment in direct financing lease 816,789 826,780
Cash 31,017 87,245
Prepaid expenses 1,458 --
Receivables 28,700 1,677
Lease costs 19,279 --
Accrued rental income 178,331 96,768
Other assets -- 857
Liabilities 30,024 69,285
Partners' capital 8,075,185 7,007,279
Revenues 817,713 705,002
Net income 677,126 579,480
</TABLE>
The Partnership recognized income totalling $259,508, $236,553, and
$239,249 for the years ended December 31, 1999, 1998, and 1997,
respectively, from these entities.
6. Allocations and Distributions:
-----------------------------
Generally, all net income and net losses of the Partnership, excluding
gains and losses from the sale of properties, are allocated 99 percent to
the limited partners and one percent to the general partners.
Distributions of net cash flow are made 99 percent to the limited partners
and one percent to the general partners; provided, however, that the one
percent of net cash flow to be distributed to the general partners is
subordinated to receipt by the limited partners of an aggregate, eight
percent, cumulative, noncompounded annual return on their invested capital
contributions (the "Limited Partners' 8% Return").
Generally, net sales proceeds from the sales of properties not in
liquidation of the Partnership to the extent distributed, will be
distributed first to the limited partners in an amount sufficient to
provide them with their Limited Partners' 8% Return, plus the return of
their adjusted capital contributions.
31
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
6. Allocations and Distributions - Continued:
-----------------------------------------
The general partners will then receive, to the extent previously
subordinated and unpaid, a one percent interest in all prior distributions
of net cash flow and a return of their capital contributions. Any
remaining sales proceeds will be distributed 95 percent to the limited
partners and five percent to the general partners. Any gain from a sale of
a property not in liquidation of the Partnership is, in general, allocated
in the same manner as net sales proceeds are distributable. Any loss from
the sale of a property is, in general, allocated first, on a pro rata
basis, to partners with positive balances in their capital accounts, and
thereafter, 95 percent to the limited partners and five percent to the
general partners.
Generally, net sales proceeds from a sale of properties, in liquidation of
the Partnership will be used in the following order: (i) first to pay and
discharge all of the Partnership's liabilities to creditors, (ii) second,
to establish reserves that may be deemed necessary for any anticipated or
unforeseen liabilities or obligation of the Partnership, (iii), third, to
pay all of the Partnership's liabilities, if any, to the general and
limited partners, (iv) fourth, after allocations of net income, gains
and/or losses, to the partners with positive capital account balances, in
proportion to such balances, up to amounts sufficient to reduce such
positive balances to zero, and (v) thereafter, any funds remaining shall
then be distributed 95 percent to the limited partners and five percent to
the general partners.
During the years ended December 31, 1999, 1998, and 1997, the Partnership
declared distributions to the limited partners of $3,200,000, $3,400,000,
and $3,200,000, respectively. No distributions have been made to the
general partners to date.
32
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
7. Income Taxes:
------------
The following is a reconciliation of net income for financial reporting
purposes to net income for federal income tax purposes for the years ended
December 31:
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ---------------- --------------
<S> <C> <C> <C>
Net income for financial reporting purposes $2,769,975 $2,642,497 $3,434,905
Depreciation for tax reporting purposes in excess of
depreciation for financial reporting purposes (106,014) (126,518) (160,007)
Direct financing leases recorded as operating leases for
tax reporting purposes 84,868 85,884 87,508
Allowance for loss on land and buildings 83,897 280,907 --
Equity in earning of joint ventures for tax reporting
purposes in excess of (less than) equity in earnings of
joint ventures for financial reporting purposes (49,720) 33,872 23,823
Accrued rental income (121,726) (142,233) (431,079)
Rents paid in advance (42,427) 48,346 (50,331)
Capitalization of transaction costs for tax reporting
purposes 195,622 23,196 --
Allowance for doubtful accounts 12,236 -- --
Loss on sale of property for financial reporting purposes
in excess of loss for tax reporting purposes 20,160 -- --
Other 835 1,686 (670)
----------------- ---------------- --------------
Net income for federal income tax purposes $2,847,706 $2,847,637 $2,904,149
================= ================ ==============
</TABLE>
8. Related Party Transactions:
---------------------------
One of the individual general partners, James M. Seneff, Jr., is one of the
principal shareholders of CNL Holdings, Inc. The other individual general
partner, Robert A. Bourne, serves as President and Treasurer of CNL
Financial Group, Inc., a wholly owned subsidiary of CNL Holdings, Inc., CNL
Fund Advisors, Inc. (the "Advisor") was a majority owned subsidiary of
33
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
8. Related Party Transactions - Continued:
--------------------------------------
CNL Financial Group, Inc. until it merged with CNL American Properties
Fund, Inc. ("APF"), effective September 1, 1999. The individual general
partners are stockholders and directors of APF.
The Advisor provides certain services relating to management of the
Partnership and its properties pursuant to a management agreement with the
Partnership. In connection therewith, the Partnership agreed to pay the
Advisor a management fee of one percent of the sum of gross revenues from
properties wholly owned by the Partnership and the Partnership's allocable
share of gross revenues from joint ventures. The management fee, which
will not exceed fees which are competitive for similar services in the same
geographic area, may or may not be taken, in whole or in part as to any
year, in the sole discretion of the Advisor. All or any portion of the
management fee not taken as to any fiscal year shall be deferred without
interest and may be taken in such other fiscal year as the Advisor shall
determine. The Partnership incurred management fees of $33,430, $33,900,
and $35,321 for the years ended December 31, 1999, 1998, and 1997,
respectively.
The Advisor is also entitled to receive a deferred, subordinated real
estate disposition fee, payable upon the sale of one or more properties,
based on the lesser of one-half of a competitive real estate commission or
three percent of the sales price if the Advisor provides a substantial
amount of services in connection with the sale. However, if the net sales
proceeds are reinvested in a replacement property, no such real estate
disposition fees will be incurred until such replacement property is sold
and the net sales proceeds are distributed. The payment of the real estate
disposition fee is subordinated to receipt by the limited partners of their
aggregate Limited Partners' 8% Return plus their invested capital
contributions. No deferred, subordinated real estate disposition fees have
been incurred since inception.
During the years ended December 31, 1999, 1998, and 1997, the Advisor and
its affiliates of the general partners provided accounting and
administrative services to the Partnership on a day-to-day basis including
services relating to the proposed and terminated merger as described in
Note 10. The Partnership incurred $126,857, $92,573, and $78,051 for the
years ended December 31, 1999, 1998, and 1997, respectively, for such
services.
The due to related parties at December 31, 1999 and 1998, totaled $60,991
and $21,187, respectively.
34
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
9. Concentration of Credit Risk:
----------------------------
The following schedule presents total rental and earned income from
individual lessees, each representing more than ten percent of the
Partnership's total rental and earned income (including the Partnership's
share of total rental and earned income from joint ventures and the
properties held as tenants-in-common with affiliates of the general
partners) for each of the years ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Checkers Drive-In Restaurants, Inc. $717,964 $719,308 $716,905
Flagstar Enterprises, Inc. (and
Quincy's Restaurants, Inc.) 629,354 541,527 635,413
Golden Corral Corporation 598,199 595,343 582,600
Jack in the Box Inc. (formerly
Foodmaker, Inc.) 417,559 417,426 417,426
Long John Silver's, Inc. N/A 510,187 710,325
</TABLE>
In addition, the following schedule presents total rental and earned income
from individual restaurant chains, each representing more than ten percent
of the Partnership's total rental and earned income (including the
Partnership's share of total rental and earned income from joint ventures
and the properties held as tenants-in-common with affiliates of the general
partners) for each of the years ended December 31:
<TABLE>
<CAPTION>
1999 1998 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Checkers Drive-In Restaurants $717,964 $719,308 $716,905
Golden Corral Family Steakhouse Restaurants 598,199 595,343 582,600
Hardee's 538,930 541,527 543,889
Jack in the Box 417,559 417,426 417,426
Long John Silver's 407,021 573,104 773,265
</TABLE>
Although the Partnership's properties are geographically diverse throughout
the United States and the Partnership's lessees operate a variety of
restaurant concepts, default by any lessee or restaurant chain contributing
more than ten percent of the Partnership's revenues could significantly
impact the results of operations of the Partnership if the Partnership is
not able to re-lease the properties in a timely manner.
35
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1998, 1997, and 1996
9. Concentration of Credit Risk - Continued:
----------------------------------------
The information denoted by N/A indicates that for each period presented,
the tenant or group of affiliated tenants and the chains did not represent
more than ten percent of the Partnership's total rental and earned income.
In June 1998, Long John Silver's, Inc. filed for bankruptcy and rejected
the leases relating to four of its nine Properties and ceased making rental
payments to the Partnership on the rejected leases. In May 1999, the
Partnership entered into a new lease with a new tenant for one of the
rejected lease properties and in November 1999, the Partnership sold one
property. In addition, in January 2000, the Partnership sold another
rejected lease property. The Partnership will not recognize any rental and
earned income from the remaining Property until a new tenant is located or
until the Property is sold and the proceeds from such sale are reinvested
in an additional Property. The lost revenues resulting from the remaining
rejected lease property, as described above, could have an adverse affect
on the results of operations of the Partnership if the Partnership is not
able to re-lease this property in a timely manner. In August 1999, Long
John Silver's, Inc. assumed and affirmed its remaining leases.
10. Termination of 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. Under the Agreement and Plan of Merger, APF was
to issue shares of its common stock as consideration for the Merger. On
March 1, 2000, the General Partners and APF announced that they had
mutually agreed to terminate the Agreement and Plan of Merger. The
agreement to terminate the Agreement and Plan of Merger was based, in large
part, on the General Partners' concern that, in light of market conditions
relating to publicly traded real estate investment trusts, the value of the
transaction had diminished. As a result of such diminishment, the General
Partners' ability to unequivocally recommend voting for the transaction, in
the exercise of their fiduciary duties, had become questionable.
35
<PAGE>
CNL INCOME FUND XV,LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
-----------------------------------------
Years Ended December 31, 1999, 1998, and 1997
11. Commitments and Contingencies:
-----------------------------
In December 1999, the Partnership entered into a new lease for the property
in Mentor, Ohio, with a new tenant to operate the property as a Bennigan's
restaurant. In connection therewith, the Partnership agreed to pay up to
$749,500 in renovation costs, none of which have been incurred as of
December 31, 1999.
12. Subsequent Events:
-----------------
In January 2000, the Partnership sold its property in Lexington, North
Carolina, for $599,500 and received net sales proceeds of $562,130,
resulting in a loss of $88,869 for financial reporting purposes which the
Partnership recorded at December 31, 1999 (see Note 3).
36
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
Part III
Item 10. Directors and Executive Officers of the Registrant
The General Partners of the Registrant are James M. Seneff, Jr., Robert A.
Bourne and CNL Realty Corporation, a Florida corporation. The General Partners
manage and control the Partnership's affairs and have general responsibility and
the ultimate authority in all matters affecting the Partnership's business. The
Partnership has available to it the services, personnel and experience of CNL
Fund Advisors, Inc., CNL Financial Group, Inc. and their affiliates, all of
which are affiliates of the General Partners.
James M. Seneff, Jr., age 53, Since 1971, Mr. Seneff has been active in the
acquisition, development, and management of real estate projects and, directly
or through an affiliated entity, has served as a general partner or co-venturer
in over 100 real estate ventures. These ventures have involved the financing,
acquisition, construction, and leasing of restaurants, office buildings,
apartment complexes, hotels, and other real estate. Mr. Seneff is a principal
stockholder of CNL Holdings, Inc., the parent company of CNL Financial Group,
Inc. (formerly CNL Group, Inc.), a diversified real estate company, and has
served as a director, Chairman of the Board and Chief Executive Officer of CNL
Financial Group, Inc. since its formation in 1980. Mr. Seneff has served as a
director and Chairman of the Board since inception in 1994, and served as Chief
Executive Officer from 1994 through August 1999, of CNL American Properties
Fund, Inc., a public, unlisted real estate investment trust. He also served as a
director, Chairman of the Board and Chief Executive Officer of CNL Fund
Advisors, Inc., the advisor to CNL American Properties Fund, Inc. until it
merged with the company in September 1999. In addition, he serves as a director,
Chairman of the Board and Chief Executive Officer of CNL Health Care Properties,
Inc., as well as CNL Health Care Corp., the advisor to the company. He also
serves as director, Chairman of the Board and Chief Executive Officer of CNL
Hospitality Properties, Inc., a public, unlisted real estate investment trust,
as well as CNL Hospitality Corp., its advisor. Since 1992, Mr. Seneff has served
as Chairman of the Board and Chief Executive Officer of Commercial Net Lease
Realty, Inc., a public real estate investment trust that is listed on the New
York Stock Exchange. Mr. Seneff has also served as a director, Chairman of the
Board and Chief Executive Officer of the following affiliated companies since
formation: CNL Securities Corp., since 1979; CNL Investment Company, since 1990;
and CNL Institutional Advisors, a registered investment advisor for pension
plans, since 1990. Mr. Seneff formerly served as a director of First Union
National Bank of Florida, N.A., and currently serves as the Chairman of the
Board of CNL Bank. Mr. Seneff served on the Florida State Commission on Ethics
and is a former member and past Chairman of the State of Florida Investment
Advisory Council, which recommends to the Florida Board of Administration
investments for various Florida employee retirement funds. The Florida Board of
Administration is Florida's principal investment advisory and money management
agency and oversees the investment of more than $60 billion of retirement funds.
Mr. Seneff received his degree in Business Administration from Florida State
University in 1968.
Robert A. Bourne, age 52, Since joining CNL Securities Corp. in 1979, Mr.
Bourne has participated as a general partner or co-venturer in over 100 real
estate ventures involved in the financing, acquisition, construction, and
leasing of restaurants, office buildings, apartment complexes, hotels, and other
real estate. Mr. Bourne is the President and Treasurer of CNL Financial Group,
Inc. (formerly CNL Group, Inc.). Mr. Bourne has served as a director since
inception in 1994, President from 1994 through February 1999, Treasurer from
February 1999 through August 1999, and Vice Chairman of the Board since February
1999 of CNL American Properties Fund, Inc., a public, unlisted real estate
investment trust. He also served in the following positions for CNL Fund
Advisors, Inc., the advisor to CNL American Properties Fund, Inc. prior to its
merger with CNL American Properties Fund, Inc.: director from 1994 through
August 1999, Treasurer from July 1998 through August 1999, President from 1994
through September 1997, and Vice Chairman of the Board from September 1997
through August 1999. Mr. Bourne is a director and President of CNL Health Care
Properties, Inc., as well as a director and President of CNL Health Care Corp.,
the advisor to the company. He is also a director, Vice Chairman of the Board
and President of CNL Hospitality Properties, Inc., a public, unlisted real
estate investment trust, as well as CNL Hospitality Corp., its advisor. Mr.
Bourne also serves as a director of CNL Bank. He has served as a director since
1992, Vice Chairman of the Board since February 1996, Secretary and Treasurer
from February 1996 through 1997, and President from July 1992 through February
1996, of Commercial Net Lease Realty Inc., a public real estate investment trust
listed on the New York Stock Exchange. Mr. Bourne holds the following positions
for these affiliates of CNL Financial Group, Inc.: director, President and
Treasurer of CNL Investment Company; director, President, Treasurer, and
Registered Principal of CNL Securities Corp., a subsidiary of CNL Investment
Company and director, President, Treasurer, and Chief Investment Officer of CNL
Institutional Advisors, Inc., a registered investment advisor for pension plans.
Mr. Bourne began his career as a certified public accountant employed by Coopers
& Lybrand, Certified Public Accountants, from 1971 through 1978, where he
attained the position of tax manager in 1975. Mr. Bourne graduated from Florida
State University in 1970 where he received a B.A. in Accounting, with honors.
38
<PAGE>
CNL Realty Corporation is a corporation organized on November 26, 1985,
under the laws of the State of Florida. Its sole directors and shareholders are
James M. Seneff, Jr. and Robert A. Bourne, the individual General Partners. CNL
Realty Corporation was organized to serve as the corporate general partner of
real estate limited partnerships, such as the Partnership, organized by one or
both of the individual General Partners. CNL Realty Corporation currently serves
as the corporate general partner of the CNL Income Fund Partnerships.
CNL Fund Advisors, Inc. provides certain management services in connection
with the Partnership and its Properties. CNL Fund Advisors, Inc. is a
corporation organized in 1994 under the laws of the State of Florida, and its
principal office is located at 450 South Orange Avenue, Orlando, Florida 32801.
CNL Fund Advisors, Inc. was a majority owned subsidiary of CNL Financial Group,
Inc., until its merger effective September 1, 1999. On September 1, 1999, CNL
American Properties Fund, Inc. acquired CNL Fund Advisors, Inc. and was
organized to perform property acquisition, property management and other
services.
CNL Financial Group, Inc., which was the parent company of CNL Fund
Advisors, Inc. through August 1999, was organized in 1980 under the laws of the
State of Florida. CNL Financial Group, Inc. is a diversified real estate company
which provides a wide range of real estate, development and financial services
to companies in the United States through the activities of its subsidiaries.
These activities are primarily focused on the franchised restaurant and
hospitality industries. James M. Seneff, Jr., an individual General Partner of
the Partnership, is the Chairman of the Board, Chief Executive Officer, and a
director of CNL Financial Group, Inc. Mr. Seneff and his wife own all of the
outstanding shares of CNL Holdings, Inc., the Parent company of CNL Financial
Group, Inc.
The following persons serve as operating officers of CNL Financial Group,
Inc. or its affiliates or subsidiaries in the discretion of the Boards of
Directors of those companies, but, except as specifically indicated, do not
serve as members of the Boards of Directors of those entities. The Boards of
Directors have the responsibility for creating and implementing the policies of
CNL Financial Group, Inc. and its affiliated companies.
Curtis B. McWilliams, age 44, joined CNL Financial Group, Inc. in April
1997 and served as an Executive Vice President through August 1999. He serves as
Chief Executive Officer of CNL American Properties Fund, Inc. and CNL Fund
Advisors, Inc. In addition, Mr. McWilliams served as President of CNL Fund
Advisors, Inc. and as President of the Restaurant and Financial Services Groups
within CNL Financial Group, Inc. through August 1999. Mr. McWilliams served as
President of CNL American Properties Fund, Inc. from February 1999 through
August 1999 and previously served as Executive Vice President from February 1998
through February 1999. From September 1983 through March 1997, Mr. McWilliams
was employed by Merrill Lynch & Co., most recently as Chairman of Merrill
Lynch's Private Advisory Services until March 1997. Mr. McWilliams received a
B.S.E. in Chemical Engineering from Princeton University in 1977 and a Masters
of Business Administration with a concentration in finance from the University
of Chicago in 1983.
John T. Walker, age 41, serves as President and Chief Operating Officer of
CNL American Properties Fund, Inc. and CNL Fund Advisors, Inc. He served as
Executive Vice President of CNL American Properties Fund, Inc. from January 1996
through August 1999, as Chief Operating Officer since March 1995 through August
1999, and previously served as Senior Vice President from December 1994 through
August 1999. In addition, Mr. Walker has served as Executive Vice President of
CNL Fund Advisors, Inc. since January 1996 through August 1999, Chief Operating
Officer from April 1995 through August 1999, and previously served as Senior
Vice President from November 1994 through January 1996. In addition, Mr. Walker
previously served as Executive Vice President of CNL Hospitality Properties,
Inc. and CNL Hospitality Advisors, Inc. As of September 1, 1999, Mr. Walker
serves as President for CNL American Properties Fund, Inc. From May 1992 to May
1994, Mr. Walker, a certified public accountant, was Executive Vice President
for Finance and Administration and Chief Financial Officer of Z Music, Inc., a
cable television network (subsequently acquired by Gaylord Entertainment), where
he was responsible for overall financial and administrative management and
planning. From January 1990 through April 1992, Mr. Walker was Chief Financial
Officer of the First Baptist Church in Orlando, Florida. From April 1984 through
December 1989, he was a partner in the accounting firm of Chastang, Ferrell &
Walker, P.A., where he was the partner in charge of audit and consulting
services, and from 1981 to 1984, Mr. Walker was a Senior Consultant/Audit Senior
at Price Waterhouse. Mr. Walker is a Cum Laude graduate of Wake Forest
University with a B.S. in Accountancy and is a certified public accountant.
Lynn E. Rose, age 51, Ms. Rose served as Secretary of CNL American
Properties Fund, Inc., a public, unlisted real estate investment trust, from
1994 through August 1999, and served as Treasurer from 1994 through February
1999. She also served as Treasurer of CNL Fund Advisors, Inc., from 1994 through
July 1998, and served as Secretary and a director from 1994 through August 1999,
at which point it merged with CNL American Properties Fund, Inc. In addition,
she is Secretary and Treasurer of CNL Health Care Properties, Inc., and serves
as Secretary of its subsidiaries. In addition, she serves as Secretary,
Treasurer and a director of CNL Health Care Corp., the advisor. to the company.
Ms. Rose also serves as Secretary and Treasurer of CNL Hospitality Properties,
Inc., a public, unlisted real estate investment trust, as Secretary,
38
<PAGE>
Treasurer and a director of CNL Hospitality Corp., its Advisor, and as Secretary
of the subsidiaries of the company. Ms. Rose served as Secretary and Treasurer
of Commercial Net Lease Realty, Inc., a public real estate investment trust
listed on the New York Stock Exchange, from 1992 to February 1996, and as
Secretary and a director of CNL Realty Advisors, Inc., its advisor, from its
inception in 1991 through 1997. She also served as Treasurer of CNL Realty
Advisors, Inc. from 1991 through February 1996. Ms. Rose, a certified public
accountant, has served as Secretary of CNL Financial Group, Inc. (formerly CNL
Group, Inc.) since 1987, served as Controller from 1987 to 1993 and has served
as Chief Financial Officer since 1993. She also serves as Secretary of the
subsidiaries of CNL Financial Group, Inc. and holds various other offices in the
subsidiaries. In addition, she serves as Secretary for approximately 50
additional corporations affiliated with CNL Financial Group, Inc. and its
subsidiaries. Ms. Rose oversees the tax and legal compliance for over 375
corporations, partnerships and joint ventures, and the accounting and financial
reporting for over 200 entities. Prior to joining CNL, Ms. Rose was a partner
with Robert A. Bourne in the accounting firm of Bourne & Rose, P.A., Certified
Public Accountants. Ms. Rose holds a B.A. in Sociology from the University of
Central Florida. She was licensed as a certified public accountant in 1979.
Jeanne A. Wall, age 41, Ms. Wall served as Executive Vice President of CNL
American Properties Fund, Inc., a public, unlisted real estate investment trust,
from 1994 through August 1999, and as Executive Vice President of CNL Fund
Advisors, Inc., its advisor, from 1994 through August 1999, at which point it
merged with CNL American Properties Fund, Inc. Ms. Wall also serves as Executive
Vice President of CNL Health Care Properties, Inc. and CNL Health Care Corp.,
the Advisor to the Company. Ms. Wall also serves as Executive Vice President of
CNL Hospitality Properties, Inc., a public, unlisted real estate investment
trust, and serves as Executive Vice President and a director of CNL Hospitality
Corp., its advisor. She also serves as a director for CNL Bank. Ms. Wall serves
as Executive Vice President of CNL Financial Group, Inc. (formerly CNL Group,
Inc.). Ms. Wall has served as Chief Operating Officer of CNL Investment Company
and of CNL Securities Corp. since 1994 and has served as Executive Vice
President of CNL Investment Company since January 1991. In 1984, Ms. Wall joined
CNL Securities Corp. and in 1985, became Vice President. In 1987, she became a
Senior Vice President and in July 1997, became Executive Vice President of CNL
Securities Corp. In this capacity, Ms. Wall serves as national marketing and
sales director and oversees the national marketing plan for the CNL investment
programs. In addition, Ms. Wall oversees product development, communications and
investor services for programs offered through participating brokers. Ms. Wall
also served as Senior Vice President of CNL Institutional Advisors Inc., a
registered investment advisor, from 1990 to 1993. Ms. Wall served as Vice
President of Commercial Net Lease Realty, Inc., a public real estate investment
trust listed on the New York Stock Exchange, from 1992 through 1997, and served
as Vice President of CNL Realty Advisors, Inc. from its inception in 1991
through 1997. Ms. Wall currently serves as a trustee on the Board of the
Investment Program Association, is a member of the Corporate Advisory Council
for the International Association for Financial Planning and is a member of IWF,
International Women's Forum. In addition, she previously served on the Direct
Participation Program committee for the National Association of Securities
Dealers, Inc. Ms. Wall holds a B.A. in Business Administration from Linfield
College and is a registered principal of CNL Securities Corp.
Steven D. Shackelford, age 36, a certified public accountant, serves as
Senior Vice President, Chief Financial Officer, and Secretary of CNL American
Properties Fund, Inc. and CNL Fund Advisors, Inc. He served as Chief Financial
Officer of CNL American Properties Fund, Inc. from January 1997 and as Chief
Financial Officer of CNL Fund Advisors, Inc. since September 1996 through August
1999. From March 1995 to July 1996, Mr. Shackelford was a senior manager in the
national office of Price Waterhouse where he was responsible for advising
foreign clients seeking to raise capital and a public listing in the United
States. From August 1992 to March 1995, he served as a manager in the Price
Waterhouse, Paris, France office serving several multinational clients. Mr.
Shackelford was an audit staff and audit senior from 1986 to 1992 in the
Orlando, Florida office of Price Waterhouse. Mr. Shackelford received a B.A. in
Accounting, with honors, and a Masters of Business Administration from Florida
State University.
Item 11. Executive Compensation
Other than as described in Item 13, the Partnership has not paid and does
not intend to pay any executive compensation to the General Partners or any of
their affiliates. There are no compensatory plans or arrangements regarding
termination of employment or change of control.
Neither the General Partners, nor any of their affiliates, own any interest
in the Registrant, except as noted above.
39
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 15, 2000, no person was known to the Registrant to be a
beneficial owner of more than five percent of the Units.
The following table sets forth, as of March 15, 2000, the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>
Title of Class Name of Partner Percent of Class
-------------- --------------- ----------------
<S> <C> <C>
General Partnership Interests James M. Seneff, Jr. 45%
Robert A. Bourne 45%
CNL Realty Corporation 10%
--------
100%
========
</TABLE>
Neither the General Partners, nor any of their affiliates, owns any
interest in the Registrant, except as noted above.
40
<PAGE>
Item 13. Certain Relationships and Related Transactions
The table below summarizes the types, recipients, methods of computation
and amounts of compensation, fees and distributions paid or payable by the
Partnership to the General Partners and their affiliates for the year ended
December 31, 1999, exclusive of any distributions to which the General Partners
or their affiliates may be entitled by reason of their purchase and ownership of
Units.
<TABLE>
<CAPTION>
Amount Incurred
Type of Compensation For the Year
and Recipient Method of Computation Ended December 31, 1999
- --------------------------------- ---------------------------------------- ---------------------------------
<S> <C> <C>
Reimbursement to affiliates for Operating expenses are reimbursed at Operating expenses incurred on
operating expenses the lower of cost or 90 percent of behalf of the Partnership:
the prevailing rate at which $165,299
comparable services could have been
obtained in the same geographic area. Accounting and administrative
Affiliates of the General Partners services: $126,857
from time to time incur certain
operating expenses on behalf of the
Partnership for which the Partnership
reimburses the affiliates without
interest.
Annual management fee to One percent of the sum of gross $33,430
affiliates Revenues from Properties wholly owned
by the Partnership plus the
Partnership's allocable share of
gross revenues of joint ventures in
which the Partnership is a
co-venturer. The management fee,
which will not exceed competitive
fees for comparable services in the
same geographic area, may or may not
be taken, in whole or in part as to
any tear, in the sole discretion of
affiliates of the General partners.
All or any portion of the management
fee not taken as to any fiscal year
shall be deferred without interest
and may be taken in such other fiscal
year as the affiliates shall
determine.
</TABLE>
41
<PAGE>
<TABLE>
<CAPTION>
Amount Incurred
Type of Compensation For the Year
and Recipient Method of Computation Ended December 31, 1999
- --------------------------------- ---------------------------------------- ---------------------------------
<S> <C> <C>
Deferred, subordinated real A deferred, subordinated real estate $-0-
estate disposition fee payable disposition fee, payable upon sale of
to affiliates one or more Properties, in an amount
equal to the lesser of (i) one-half
of a competitive real estate
commission, or (ii) three percent of
the sales price of such Property or
Properties. Payment of such fee
shall be made only if affiliates of
the General Partners provide a
substantial amount of services in
connection with the sale of a
Property or Properties and shall be
subordinated to certain minimum
returns to the Limited Partners.
However, if the net sales proceeds
are reinvested in a replacement
Property, no such real estate
disposition fee will be incurred
until such replacement Property is
sold and the net sales proceeds are
distributed.
General Partners' deferred, A deferred, subordinated share equal $-0-
subordinated share of to one percent of Partnership
Partnership net cash flow distributions of net cash flow,
subordinated to certain minimum
returns to the Limited Partners.
General Partners' deferred, A deferred, subordinated share equal $-0-
subordinated share of to five percent of Partnership
Partnership net sales proceeds distributions of such net sales
from a sale or sales not in proceeds, subordinated to certain
liquidation of the Partnership minimum returns to the Limited
Partners.
</TABLE>
42
<PAGE>
<TABLE>
<CAPTION>
Amount Incurred
Type of Compensation For the Year
And Recipient Method of Computation Ended December 31, 1999
- --------------------------------- ---------------------------------------- ---------------------------------
<S> <C> <C>
General Partners' share of Distributions of net sales proceeds $-0-
Partnership net sales proceeds from a sale or sales of substantially
from a sale or sales in all of the Partnership's assets will
liquidation of the Partnership be distributed in the following order
or priority: (i) first, to pay all
debts and liabilities of the
Partnership and to establish
reserves; (ii) second, to Partners
with positive capital account
balances, determined after the
allocation of net income, net loss,
gain and loss, in proportion to such
balances, up to amounts sufficient to
reduce such balances to zero; and
(iii) thereafter, 95% to the Limited
Partners and 5% to the General
Partners.
</TABLE>
43
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report.
1. Financial Statements
Report of Independent Certified Public Accountants
Balance Sheets at December 31, 1999 and 1998
Statements of Income for the years ended December 31, 1999, 1998, and
1997
Statements of Partners' Capital for the years ended December 31, 1999,
1998, and 1997
Statements of Cash Flows for the years ended December 31, 1999, 1998,
and 1997
Notes to Financial Statements
4. Financial Statement Schedule
Schedule III - Real Estate and Accumulated Depreciation at December
31, 1999
Notes to Schedule III - Real Estate and Accumulated Depreciation at
December 31, 1999
All other Schedules are omitted as the required information is
inapplicable or is presented in the financial statements or notes
thereto.
5. Exhibits
3.1 Affidavit and Certificate of Limited Partnership of CNL Income
Fund XV, Ltd. (Included as Exhibit 3.2 to Registration Statement
No. 33-69968 on Form S-11 and incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL Income
Fund XV, Ltd. (Included as Exhibit 3.1 to Registration Statement
No. 33-69968 on Form S-11 and incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 4.2 to Form 10-K filed
with the Securities and Exchange Commission on March 30, 1995,
incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XV, Ltd. and CNL
Investment Company (Included as Exhibit 10.1 to Form 10-K filed
with the Securities and Exchange Commission on March 30, 1996,
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) The Registrant filed no reports on Form 8-K during the period October 1,
1999 through December 31, 1999.
44
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 23rd day of
March, 2000.
CNL INCOME FUND XV, LTD.
By: CNL REALTY CORPORATION
General Partner
/s/ Robert A. Bourne
-------------------------------
ROBERT A. BOURNE, President
By: ROBERT A. BOURNE
General Partner
/s/ Robert A. Bourne
-------------------------------
ROBERT A. BOURNE
By: JAMES M. SENEFF, JR.
General Partner
/s/ James M. Seneff, Jr.
-------------------------------
JAMES M. SENEFF, JR.
45
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
President, Treasurer and Director March 23, 2000
/s/ Robert A. Bourne (Principal Financial and Accounting
- -------------------------- Officer)
Robert A. Bourne
/s/ James M. Seneff, Jr. Chief Executive Officer and Director March 23, 2000
- -------------------------- (Principal Executive Officer)
James M. Seneff, Jr.
</TABLE>
46
<PAGE>
<TABLE>
<CAPTION>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
-------------------------------------------------------
December 31, 1999
Costs Capitalized
Subsequent To Gross Amount at Which
Initial Cost Acquisition Carried at Close of Period (c)
------------------------- --------------------- -------------------------------------
Encum- Buildings and Improve- Carrying Buildings and
brances Land Improvements ments Costs Land Improvements Total
--------- ---------- ------------- ----------- -------- ---------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Properties the Partnership
has Invested in Under
Operating Leases:
Bennigan's Restaurant:
Mentor, Ohio - $520,557 $1,135,584 - - $520,557 $1,135,584 $1,656,141
Checkers Drive-In Restaurants:
Englewood, Florida - 339,499 - - - 339,499 - 339,499
Marietta, Georgia - 432,547 - - - 432,547 - 432,547
Norcross, Georgia - 405,256 - - - 405,256 - 405,256
Philadelphia, Pennsylvania - 417,014 - - - 417,014 - 417,014
St. Petersburg, Florida - 557,206 - - - 557,206 - 557,206
Stratford, New Jersey - 309,370 - - - 309,370 - 309,370
Lake Mary, Florida - 614,471 - - - 614,471 - 614,471
Philadelphia, Pennsylvania - 599,586 - - - 599,586 - 599,586
Winter Garden, Florida - 353,799 - - - 353,799 - 353,799
Chamblee, Georgia - 427,829 - - - 427,829 - 427,829
Largo, Florida - 407,211 - - - 407,211 - 407,211
Seminole, Florida - 423,116 - - - 423,116 - 423,116
Orlando, Florida - 604,920 - - - 604,920 - 604,920
Bradenton, Florida - 215,478 - - - 215,478 - 215,478
Denny's Restaurant:
Huntsville, Texas - 349,266 - - - 349,266 (e) 349,266
Golden Corral Family
Steakhouse Restaurants:
Aberdeen, North Carolina - 406,989 - 849,648 - 406,989 849,648 1,256,637
Norman, Oklahoma - 763,892 - 939,205 - 763,892 939,205 1,703,097
Augusta, Georgia - 766,891 - 1,124,687 - 766,891 1,124,687 1,891,578
Hardee's Restaurants:
Olive Branch, Mississippi - 209,243 - - - 209,243 (e) 209,243
Columbia, South Carolina - 230,268 497,047 - - 230,268 497,047 727,315
Pawleys Island, South Carolina - 307,911 593,997 - - 307,911 593,997 901,908
Cookeville, Tennessee - 216,335 - - - 216,335 (e) 216,335
Niceville, Florida - 310,511 480,398 - - 310,511 480,398 790,909
<CAPTION>
Life on Which
Depreciation in
Date Latest Income
Accumulated of Con- Date Statement is
Depreciation struction Acquired Computed
------------ --------- -------- ---------------
<S> <C> <C> <C> <C>
Properties the Partnership
has Invested in Under
Operating Leases:
Bennigan's Restaurant:
Mentor, Ohio $ 2,820 1995 10/94 (i)
Checkers Drive-In Restaurants:
Englewood, Florida (d) - 05/94 (d)
Marietta, Georgia (d) - 05/94 (d)
Norcross, Georgia (d) - 05/94 (d)
Philadelphia, Pennsylvania (d) - 05/94 (d)
St. Petersburg, Florida (d) - 05/94 (d)
Stratford, New Jersey (d) - 05/94 (d)
Lake Mary, Florida (d) - 07/94 (d)
Philadelphia, Pennsylvania (d) - 08/94 (d)
Winter Garden, Florida (d) - 08/94 (d)
Chamblee, Georgia (d) - 12/94 (d)
Largo, Florida (d) - 12/94 (d)
Seminole, Florida (d) - 12/94 (d)
Orlando, Florida (d) - 03/95 (d)
Bradenton, Florida (d) - 03/95 (d)
Denny's Restaurant:
Huntsville, Texas (f) 1994 05/94 (f)
Golden Corral Family
Steakhouse Restaurants:
Aberdeen, North Carolina 148,766 1994 06/94 (b)
Norman, Oklahoma 157,992 1994 08/94 (b)
Augusta, Georgia 187,756 1994 09/94 (b)
Hardee's Restaurants:
Olive Branch, Mississippi (f) 1994 04/94 (f)
Columbia, South Carolina 94,893 1993 04/94 (b)
Pawleys Island, South Carolina 112,317 1992 04/94 (b)
Cookeville, Tennessee (f) 1992 04/94 (f)
Niceville, Florida 90,881 1993 04/94 (b)
</TABLE>
F-1
<PAGE>
<TABLE>
<CAPTION>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1999
Costs Capitalized
Subsequent To Gross Amount at Which
Initial Cost Acquisition Carried at Close of Period (c)
------------------------ --------------------- --------------------------------------
Encum- Buildings and Improve- Carrying Buildings and
brances Land Improvements ments Costs Land Improvements Total
--------- --------- ------------- ------------ -------- ----------- ------------ ----------
Jack in the Box Restaurants:
Woodland Hills, California - 617,887 406,122 - - 617,887 406,122 1,024,009
Redlands, California - 494,336 566,016 - - 494,336 566,016 1,060,352
Altadena, California - 501,099 272,441 - - 501,099 272,441 773,540
Port Arthur, Texas - 426,378 646,811 - - 426,378 646,811 1,073,189
Japan Express Restaurants:
Lancaster, South Carolina (m) - 221,251 - - - 221,251 (e) 221,251
Long John Silver's Restaurants:
Medina, Ohio (h) - 445,614 - 399,974 - 445,614 399,974 845,588
Lexington, Kentucky (j) - 346,854 303,425 - - 346,854 303,425 650,279
Jackson, Tennessee - 254,023 - - - 254,023 (e) 254,023
Albuquerque, New Mexico - 210,008 311,622 - - 210,008 311,622 521,630
Irving, Texas - 454,448 - - - 454,448 (e) 454,448
Lexington, North Carolina (h) - 274,513 - 400,384 - 274,513 400,384 674,897
Neosho, Missouri - 171,859 - - - 171,859 (e) 171,859
Wendy's Old Fashioned
Hamburgers Restaurants:
Arlington, Virginia - 592,917 678,893 - - 592,917 678,893 1,271,810
----------- ----------- ----------- ------- ----------- ----------- -----------
$15,200,352 $5,892,356 $3,713,898 - $15,200,352 $9,606,254 $24,806,606
=========== =========== =========== ======= =========== =========== ===========
Properties of Joint Venture in
Which the Partnership has
a 50% Interest and has
Invested in Under an
Operating Lease:
Boston Market Restaurants:
Matthews, North Carolina - 409,942 737,391 - - 409,942 737,391 1,147,333
Raleigh, North Carolina - 518,507 542,919 - - 518,507 542,919 1,061,426
Golden Corral Family
Steakhouse Restaurant:
Paris, Texas - 303,608 685,064 - - 303,608 685,064 988,672
<CAPTION>
Life on Which
Depreciation in
Date Latest Income
Accumulated of Con- Date Statement is
Depreciation struction Acquired Computed
------------ --------- -------- ---------------
<S> <C> <C> <C> <C>
Jack in the Box Restaurants:
Woodland Hills, California 73,445 1988 07/94 (b)
Redlands, California 102,361 1988 07/94 (b)
Altadena, California 49,269 1976 07/94 (b)
Port Arthur, Texas 113,251 1994 09/94 (b)
Japan Express Restaurants:
Lancaster, South Carolina (m) (f) 1994 07/94 (f)
Long John Silver's Restaurants:
Medina, Ohio (h) 23,657 1994 06/94 (h)
Lexington, Kentucky (j) 3,048 1994 06/94 (j)
Jackson, Tennessee (f) 1994 06/94 (f)
Albuquerque, New Mexico 47,654 1976 05/95 (b)
Irving, Texas (f) 1995 07/94 (f)
Lexington, North Carolina (h) 23,400 1994 07/94 (h)
Neosho, Missouri (f) 1994 07/94 (f)
Wendy's Old Fashioned
Hamburgers Restaurants:
Arlington, Virginia 114,141 1994 12/94 (b)
----------
$1,345,651
==========
Properties of Joint Venture in
Which the Partnership has
a 50% Interest and has
Invested in Under an
Operating Lease:
Boston Market Restaurants:
Matthews, North Carolina 79,384 1994 10/96 (b)
Raleigh, North Carolina 58,449 1994 10/96 (b)
Golden Corral Family
Steakhouse Restaurant:
Paris, Texas 73,751 1996 10/96 (b)
</TABLE>
F-2
<PAGE>
<TABLE>
<CAPTION>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
-------------------------------------------------------
December 31, 1999
Costs Capitalized
Subsequent To Gross Amount at Which
Initial Cost Acquisition Carried at Close of Period (c)
-------------------------- ---------------------- -------------------------------------
Encum- Buildings and Improve- Carrying Buildings and
brances Land Improvements ments Costs Land Improvements Total
-------- ---------- ------------- ---------- -------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Taco Bell Restaurant:
Anniston, Alabama - 173,396 329,201 - - 173,396 329,201 502,597
Other Restaurants:
Murfeesboro, Tennessee - 398,313 - - - 398,313 - 398,313
Blaine, Minnesota - 253,934 531,509 - - 253,934 531,509 785,443
---------- ------------ ---------- -------- ---------- ---------- ----------
$2,057,700 $2,826,084 - - $2,057,700 $2,826,084 $4,883,784
========== =========== ========== ======== ========== ========== ==========
Property in Which the Partnership
has a 16% Interest as Tenants-
in-Common and has Invested in
Under an Operating Lease:
Golden Corral Family
Steakhouse Restaurant:
Clinton, North Carolina - $138,382 $ 676,588 - - $ 138,382 $ 676,588 $814,970
========== =========== ========= ======= ========== ========== =========
Property in Which the Partnership
has a 15% Interest as Tenants-
in-Common and has Invested in
Under an Operating Lease:
Bennigan's Restaurant:
Ft. Myers, Florida - $638,026 - - - $ 638,026 (e) $638,026
========== =========== ========= ========= ========== =========== ===========
Property of Joint Venture
in Which the Partnership
has a 33% Interest
and has Invested in
Under an Operating Lease:
Roadhouse Grill Restaurant:
Duluth, Georgia - $1,083,153 - - - $1,083,153 (k) $1,083,153
========== =========== ========= ========= ========== =========== ==========
<CAPTION>
Life on Which
Depreciation in
Date Latest Income
Accumulated of Con- Date Statement is
Depreciation struction Acquired Computed
------------ --------- -------- ---------------
<S> <C> <C> <C> <C>
Taco Bell Restaurant:
Anniston, Alabama 32,667 1993 01/97 (b)
Other Restaurants:
Murfeesboro, Tennessee (d) - 10/96 (d)
Blaine, Minnesota 57,220 1996 10/96 (b)
----------
$ 301,471
==========
Property in Which the Partnership
has a 16% Interest as Tenants-
in-Common and has Invested in
Under an Operating Lease:
Golden Corral Family
Steakhouse Restaurant:
Clinton, North Carolina $ 88,827 1996 01/96 (b)
==========
Property in Which the Partnership
has a 15% Interest as Tenants-
in-Common and has Invested in
Under an Operating Lease:
Bennigan's Restaurant:
Ft. Myers, Florida (f) 1982 06/98 (f)
Property of Joint Venture
in Which the Partnership
has a 33% Interest
and has Invested in
Under an Operating Lease:
Roadhouse Grill Restaurant:
Duluth, Georgia (k) (l) 12/99 (l)
</TABLE>
F-3
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
-------------------------------------------------------
December 31, 1999
<TABLE>
<CAPTION>
Costs Capitalized
Subsequent To Gross Amount at Which
Initial Cost Acquisition Carried at Close of Period (c)
------------------------ ---------------------- ------------------------------
Encum- Buildings and Improve- Carrying Buildings and
brances Land Improvements ments Costs Land Improvements Total
----------- --------- ------------- --------- ---------- -------- ------------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Properties the Partnership has
Invested in Under Direct
Financing Leases:
Denny's Restaurants:
Huntsville, Texas - - - $ 590,147 - - (e) (e)
Bartlesville, Oklahoma - 199,747 789,589 - - (e) (e) (e)
Hardee's Restaurants:
Chester, South Carolina - 140,016 587,718 - - (e) (e) (e)
Cookeville, Tennesse - - 574,511 - - - (e) (e)
Olive Branch, Mississippi - - 510,712 - - - (e) (e)
Piney Flats, Tennessee - 141,724 504,827 - - (e) (e) (e)
Japan Express Restaurant:
Lancaster, South Carolina (m) - - 170,415 - - - (e) (e)
Long John Silver's Restaurants:
Jackson, Tennessee - - 459,725 - - - (e) (e)
Neosho, Missouri - - - 403,331 - - (e) (e)
Irving, Texas - - - 414,009 - - (e) (e)
Quincy's Restaurant:
Greer, South Carolina - 178,404 849,860 - - (e) (e) (e)
------- ---------- ---------- ------
$659,891 $4,447,357 $1,407,487 -
======== ========== ========== ======
Property in Which the Partnership has a
15% Interest as Tenants-in-Common
and has Invested in Under
Direct Financing Lease:
Bennigan's Restaurant:
Ft. Myers, Florida - - $ 831,741 - - - (e) (e)
======== ========== ========== ======
<CAPTION>
Life on Which
Depreciation in
Date Latest Income
Accumulated of Con- Date Statement is
Depreciation struction Acquired Computed
--------------- ------------- ------------ ----------------
<S> <C> <C> <C> <C>
Properties the Partnership has
Invested in Under Direct
Financing Leases:
Denny's Restaurants:
Huntsville, Texas (f) 1994 05/94 (f)
Bartlesville, Oklahoma (g) 1983 08/95 (g)
Hardee's Restaurants:
Chester, South Carolina (g) 1994 04/94 (g)
Cookeville, Tennesse (f) 1992 04/94 (f)
Olive Branch, Mississippi (f) 1994 04/94 (f)
Piney Flats, Tennessee (g) 1993 04/94 (g)
Japan Express Restaurant:
Lancaster, South Carolina (m) (f) 1994 07/94 (f)
Long John Silver's Restaurants:
Jackson, Tennessee (f) 1994 06/94 (f)
Neosho, Missouri (f) 1994 07/94 (f)
Irving, Texas (f) 1995 07/94 (f)
Quincy's Restaurant:
Greer, South Carolina (g) 1988 06/94 (g)
Property in Which the Partnership has a
15% Interest as Tenants-in-Common
and has Invested in Under
Direct Financing Lease:
Bennigan's Restaurant:
Ft. Myers, Florida (f) 1982 06/98 (f)
</TABLE>
F-4
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
----------------------------------------------------------------
December 31, 1999
(a) Transactions in real estate and accumulated depreciation during 1999, 1998
and 1997 are summarized as follows:
<TABLE>
<CAPTION>
Accumulated
Cost Depreciation
----------- ------------
<S> <C> <C>
Properties the Partnership has Invested in Under
Operating Leases:
Balance, December 31, 1996 $22,946,739 $ 556,038
Depreciation expense -- 245,563
----------- -------------
Balance, December 31, 1997 22,946,739 801,601
Reclassified from net investment in
direct financing lease 1,588,729 --
Depreciation expense -- 279,051
----------- -------------
Balance, December 31, 1998 24,535,468 1,080,652
Dispositions (818,708) (33,124)
Reclassified from net investment in
direct financing lease 1,439,009 --
Reclassified to net investment in
direct financing lease (349,163) --
Depreciation expense -- 298,123
----------- -------------
Balance, December 31, 1999 $24,806,606 $1,345,651
=========== =============
Properties of Joint Venture in Which the Partnership
has a 50% Interest and has Invested in Under
Operating Leases:
Balance, December 31, 1996 $ 4,404,047 $ 19,453
Acquisitions 502,597 --
Depreciation expense -- 94,718
----------- -------------
Balance, December 31, 1997 4,906,644 114,171
Dispositions (22,860) --
Depreciation expense -- 93,098
----------- -------------
Balance, December 31, 1998 4,883,784 207,269
Depreciation expense -- 94,202
----------- -------------
Balance, December 31, 1999 $ 4,883,784 $ 301,471
=========== =============
</TABLE>
F-5
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
----------------------------------------------------------------------------
December 31, 1999
<TABLE>
<CAPTION>
Accumulated
Cost Depreciation
---------------- ----------------
<S> <C> <C>
Property Which the Partnership has a 16% Interest as
Tenants-In-Common and has Invested in Under an
Operating Lease:
Balance, December 31, 1996 $ 814,970 $ 21,168
Depreciation expense -- 22,553
---------------- ----------------
Balance, December 31, 1997 814,970 43,721
Depreciation expense -- 22,553
---------------- ----------------
Balance, December 31, 1998 814,970 66,274
Depreciation expense -- 22,553
---------------- ----------------
Balance, December 31, 1999 $ 814,970 $ 88,827
================ ================
Property of Joint Venture in Which the Partnership
has a 15% Interest as Tenants-In-Common has invested
in Under an Operating Lease:
Balance, December 31, 1997 $ -- $ --
Acquisition 638,026 --
Depreciation expense (f) -- --
---------------- ----------------
Balance, December 31, 1998 638,026 --
Depreciation expense (f) -- --
---------------- ----------------
Balance, December 31, 1999 $ 638,026 $ --
================ ================
Property of Joint Venture in Which the Partnership
has a 33% interest and has Invested in Under an
Operating Lease:
Balance, December 31, 1998 $ -- $ --
Acquisition 1,083,153 --
Depreciation expense (l) -- --
---------------- ----------------
Balance, December 31, 1999 $1,083,153 $ --
================ ================
</TABLE>
(b) Depreciation expense is computed for buildings and improvements based upon
estimated lives of 30 years.
(c) As of December 31, 1999, the aggregate cost of the Properties owned by the
Partnership and joint ventures for federal income tax purposes was
$31,683,874 and $7,860,456, respectively. All of the leases are treated as
operating leases for federal income tax purposes.
F-6
<PAGE>
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
----------------------------------------------------------------------------
December 31, 1999
(d) The building portion of this Property is owned by the tenant; therefore,
depreciation is not applicable.
(e) For financial reporting purposes, certain components of the lease relating
to land and building have been recorded as a direct financing lease.
Accordingly, costs relating to these components of this lease are not
shown.
(f) For financial reporting purposes, the portion of the lease relating to the
building has been recorded as a direct financing lease. The cost of the
building has been included in net investment in direct financing leases;
therefore, depreciation is not applicable.
(g) For financial reporting purposes, the lease for the land and building has
been recorded as a direct financing lease. The cost of the land and
building has been included in the net investment in direct financing
leases; therefore, depreciation is not applicable.
(h) Effective June 11, 1998, the lease for this Property was terminated,
resulting in the reclassification of the building portion of the lease to
an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 26 years.
For financial reporting purposes, the undepreciated cost of the Property in
Lexington, North Carolina was written down to its estimates net realizable
value due to an impairment in value. The Partnership recognized the
impairments by recording an allowance for loss on building in the amount of
$83,897 and $4,971 in 1999 and 1998, respectively. The impairments at
December 31, 1999 and 1998 represent the difference between the Property's
carrying value and the estimated net realizable value of the Property at
December 31, 1999 and 1998, respectively. The cost of the Property
presented on this schedule is the gross amount at which the Property was
carried at December 31, 1999, excluding the allowance for loss on building.
(i) Effective December 9, 1999, the lease for this property was terminated
resulting in the reclassification of the building portion of the lease to
an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 25 years.
(j) Effective October 1, 1999, the lease for this property was amended,
resulting in the reclassification of the building portion of the lease to
an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 25 years.
(k) Building scheduled for completion in 2000.
(l) Property was not placed in service as of December 31, 1999; therefore, no
depreciation was taken.
(m) Effective June 11, 1998, the lease for this Property was terminated,
resulting in the reclassification of the building portion of the lease to
an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 26 years.
For financial reporting purposes, the undepreciated cost of the Property in
Lancaster, South Carolina was written down to its estimated net realizable
value due to an impairment in value. The Partnership recognized the
impairment during 1998, by recording an allowance for loss on land and
building in the amount of $108,410 and $167,526, respectively. The
impairment represented the difference between the Property's carrying value
and the estimated net realizable value of the Property at December 31,
1998. In May 1999, the Partnership re-leased the Property to a new tenant
to operate the location as a Japan Express. In connection, the building
portion of the lease was reclassified from operating lease to net
investment in direct financing lease, based on the written down building
value. The cost of the Property presented on this schedule is the gross
amount at which the Property was carried at December 31, 1999, excluding
the allowance for loss on land.
F-7
<PAGE>
EXHIBIT INDEX
Exhibit Number
--------------
3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 4.1 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 4.2 to Form 10-K
filed with the Securities and Exchange Commission on March
30,1995, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XV, Ltd. and
CNL Investment Company (Included as Exhibit 10.1 to Form 10-
K filed with the Securities and Exchange Commission on March
30, 1996, 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.)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet of CNL Income Fund XV, Ltd. at December 31, 1999, and its statement of
income for the twelve months then ended and is qualified in its entirety by
reference to the Form 10-K of CNL Income Fund XV, Ltd. for the twelve months
ended December 31, 1999.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,660,363
<SECURITIES> 0
<RECEIVABLES> 99,548
<ALLOWANCES> 2,480
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 24,609,327
<DEPRECIATION> 1,345,651
<TOTAL-ASSETS> 36,073,980
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 35,035,875
<TOTAL-LIABILITY-AND-EQUITY> 36,073,980
<SALES> 0
<TOTAL-REVENUES> 3,114,120
<CGS> 0
<TOTAL-COSTS> 804,253
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,769,975
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,769,975
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,769,975
<EPS-BASIC> 0
<EPS-DILUTED> 0
<FN>
<F1>Due to the nature of its industry, CNL Income Fund XV, Ltd. has an
unclassified balance sheet; therefore, no values are shown above for current
assets and current liabilities.
</FN>
</TABLE>
