SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): May 22, 1998
CNL AMERICAN PROPERTIES FUND, INC.
(Exact Name of Registrant as Specified in Charter)
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Florida 0-28380 59-3239115
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
400 East South Street 32801
Orlando, Florida (Zip Code)
(Address of principal executive offices)
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Registrant's telephone number, including area code: (407) 422-1574
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Item 1. Changes in Control of Registrant.
Not applicable.
Item 2. Acquisition or Disposition of Assets.
The following information is provided in connection with the
registration statement on Form S-11 (No. 333-15411) of CNL American Properties
Fund, Inc. (the "Company") and its undertaking to provide information regarding
the investment of net offering proceeds.
The term "Company" includes, unless the context otherwise
requires, CNL American Properties Fund, Inc. and its wholly owned subsidiary,
CNL APF Partners, LP.
Status of the Offering
The Company completed an offering (the "Offering") of up to
27,500,000 shares of common stock (including 2,500,000 shares available only to
stockholders who elected to participate in the Company's reinvestment plan) on
March 2, 1998, upon receiving aggregate subscription proceeds of $251,872,648
(25,187,265 Shares) from 11,304 stockholders, including 187,265 Shares
($1,872,648) issued pursuant to the reinvestment plan. As of June 16, 1998, the
Company had invested or committed for investment all of the net proceeds from
the Offering (along with approximately $134,000,000 of net proceeds from the
Company's initial public offering and approximately $14,500,000 of net proceeds
from a subsequent public offering which commenced following the completion of
the Offering) in 309 Properties, in providing mortgage financing through
Mortgage Loans, and in paying acquisition fees and certain acquisition expenses.
Acquisition of Properties
Between May 16, 1998 and June 16, 1998, the Company acquired 49
Properties consisting of land and building. One of these Properties is owned
through a joint venture arrangement. In connection with the purchase of these 49
Properties, the Company, as lessor, entered into long-term lease agreements with
unaffiliated lessees. The leases are on a triple-net basis, with the lessee
responsible for all repairs and maintenance, property taxes, insurance and
utilities. The lessee also is required to pay for special assessments, sales and
use taxes, and the cost of any renovations permitted under the lease. For the
Properties that are to be constructed, the Company has entered into development
and indemnification and put agreements with the lessees.
The purchase prices for the Shoney's Property in Phoenix, Arizona,
and the Bennigan's Property in Orlando, Florida, include construction fees of
$37,500 and $978, respectively, paid to an affiliate of the Company's advisor
for services provided in connection with the construction of the Properties. The
Company considers construction fees, to the extent that they are paid to
affiliates, to be acquisition fees. Such construction fees must be approved by a
majority of the Directors (including a majority of the Independent Directors)
not otherwise interested in such transactions, subject to a determination that
such transactions are fair and reasonable to the Company and on terms and
conditions not less favorable to the Company than those available from
unaffiliated third parties and not less favorable than those available from the
advisor or its affiliates in transactions with unaffiliated third parties.
The following table sets forth the location of the 49 Properties,
consisting of land and building, acquired by the Company from May 16, 1998
through June 16, 1998, a description of the competition, and a summary of the
principal terms of the acquisition and lease of each Property.
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PROPERTY ACQUISITIONS
From May 16, 1998 through June 16, 1998
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Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
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Jack in the Box $972,841 05/22/98 05/2016; four five-
(the "Fresno #2 Property ") (3) (5) year renewal
Restaurant to be constructed options
The Fresno #2 Property is located
on the
northeast quadrant of North Cedar
lease term Avenue and East Nees
Avenue, in Fresno, Fresno County,
California, in an area of mixed
retail, commercial, and residential
development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to
the Fresno #2 Property include a
Taco Bell, a Schlotzsky's Deli, a
Burger King, and several local
restaurants.
Arby's $650,000 05/29/98 05/2018; two five-
(the "Arab Property ") year renewal
Existing restaurant options
The Arab Property is located on the
west thereafter during the side of
North Brindlee Mountain lease term
Parkway, south of 12th Avenue
Northwest, in Arab, Marshall
County, Alabama, in an area of
mixed retail, commercial, and
residential development. Other
fast-food, family-style, and casual
dining restaurants located in
proximity to the Arab Property
include a Captain D's, a Hardee's,
a Taco Bell, a Pizza Hut, and a
Dairy Queen.
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Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
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Jack in the Box $94,852 (6); increases None at any time after
(the "Fresno #2 Property ") by 8% after the fifth the seventh lease
Restaurant to be constructed lease year and after year
every five years
The Fresno #2 Property is located thereafter during the
on the northeast quadrant of lease term
North Cedar Avenue and East Nees Avenue, in
Fresno, Fresno County, California, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Fresno #2
Property include a Taco Bell, a
Schlotzsky's Deli, a Burger King, and
several local restaurants.
Arby's $59,735; increases by None at any time after
(the "Arab Property ") 4.14% after the third the seventh lease
Existing restaurant lease year and after year
every three years
The Arab Property is located on the thereafter during the
west side of North Brindlee Mountain lease term
Parkway, south of 12th Avenue
Northwest, in Arab, Marshall
County, Alabama, in an area of
mixed retail, commercial, and
residential development. Other
fast-food, family-style, and casual
dining restaurants located in
proximity to the Arab Property
include a Captain D's, a Hardee's,
a Taco Bell, a Pizza Hut, and a
Dairy Queen.
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Lease Expira-
Purchase Date tion and Minimum
Property Location and Competition Price (1) Acquired Renewal Options Annual Rent (2)
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Sonny's Real Pit Bar-B-Q (7) $1,510,221 06/02/98 06/2018; four $147,247; increases
(the "Athens Property ") five-year renewal by 10% after the fifth
Existing restaurant options lease year and after
every five years
The Athens Property is located on the thereafter during the
south side of US 78, south of the lease term
Georgia Square Mall, in Athens, Clarke
County, Georgia, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Athens
Property include a Burger King and a
Wendy's.
Sonny's Real Pit Bar-B-Q (7) $915,285 06/02/98 06/2018; four five- $89,240; increases by
(the "Conyers Property ") year renewal 10% after the fifth
Existing restaurant options lease year and after
every five years
The Conyers Property is located on the thereafter during the
northeast corner of Highway 20 and 183, lease term year
in Conyers, Rockdale County, Georgia,
in an area of mixed retail, commercial,
and residential development. Other
fast-food, family-style, and casual
dining restaurants located in proximity
to the Conyers Property include a
Waffle House and a local restaurant.
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Option
Property Location and Competition Percentage Rent To Purchase
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Sonny's Real Pit Bar-B-Q (7) for each lease year, at any time after
(the "Athens Property ") (i) 6% of annual the seventh lease
Existing restaurant gross sales minus (ii) year
the minimum annual
The Athens Property is located on the rent for such lease
south side of US 78, south of the year
Georgia Square Mall, in Athens, Clarke
County, Georgia, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Athens
Property include a Burger King and a
Wendy's.
Sonny's Real Pit Bar-B-Q (7) for each lease year, at any time after
(the "Conyers Property ") (i) 6% of annual the seventh lease
Existing restaurant gross sales minus (ii) year
the minimum annual
The Conyers Property is located on the rent for such lease
thereafter during the rent for such lease
northeast corner of Highway 20 and 183,
lease term year in Conyers, Rockdale
County, Georgia, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-style,
and casual dining restaurants located in
proximity to the Conyers Property include a
Waffle House and a local restaurant.
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Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
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Sonny's Real Pit Bar-B-Q (7) $1,327,164 06/02/98 06/2018; four five-
(the "Doraville Property ") year renewal
Existing restaurant options
The Doraville Property is located on the
southwest quadrant of Peachtree
Industrial Boulevard and Winters Chapel
Road, in Doraville, Dekalb County,
Georgia, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Doraville Property include a Burger
King, and a Waffle House.
Sonny's Real Pit Bar-B-Q (7) $1,098,342 06/02/98 06/2018; four five-
(the "Jonesboro Property ") year renewal
Existing restaurant options
The Jonesboro Property is located on the
south side of Morrow Industrial
Boulevard, east of Highway 19, in
Jonesboro, Clayton County, Georgia, in
an area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Jonesboro
Property include an Applebee's, a
McDonald's, a Blimpie's, a Captain D's, and
a local restaurant.
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Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
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Sonny's Real Pit Bar-B-Q (7) $129,398; increases by for each lease year, at any time after
(the "Doraville Property ") 10% after the fifth (i) 6% of annual the seventh lease
Existing restaurant lease year and after gross sales minus (ii) year
every five years the minimum annual
The Doraville Property is located on the thereafter during the rent for such lease
southwest quadrant of Peachtree lease term year
Industrial Boulevard and Winters Chapel
Road, in Doraville, Dekalb County,
Georgia, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Doraville Property include a Burger
King, and a Waffle House.
Sonny's Real Pit Bar-B-Q (7) $107,088; increases by for each lease year, at any time after
(the "Jonesboro Property ") 10% after the fifth (i) 6% of annual the seventh lease
Existing restaurant lease year and after gross sales minus (ii) year
every five years the minimum annual
The Jonesboro Property is located on the thereafter during the rent for such lease
south side of Morrow Industrial lease term year
Boulevard, east of Highway 19, in
Jonesboro, Clayton County, Georgia, in
an area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Jonesboro
Property include an Applebee's, a
McDonald's, a Blimpie's, a Captain D's, and
a local restaurant.
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Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
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Sonny's Real Pit Bar-B-Q (7) $1,327,164 06/02/98 06/2018; four five-
(the "Marietta #2 Property ") year renewal
Existing restaurant options
The Marietta #2 Property is located on
the west side of Cobb Parkway, south of
Roswell Road, in Marietta, Cobb County,
Georgia, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Marietta #2 Property include a
Checkers, a Shoney's, a Taco Bell, a
Chick-Fil-A, an IHOP, a Sonic Drive-In, a
Krystal Burger, and a local restaurant.
Sonny's Real Pit Bar-B-Q (7) $1,609,071 06/02/98 06/2018; four five-
(the "Norcross Property ") year renewal
Existing restaurant options
The Norcross Property is located on the
southwest quadrant of Tech Drive and
Indian Trail, in Norcross, Gwinnett County,
Georgia, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family- style, and casual
dining restaurants located in proximity to
the Norcross Property include a Sonic
Drive-In, and a Schlotzsky's Deli.
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Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
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Sonny's Real Pit Bar-B-Q (7) $129,398; increases by for each lease year, at any time after
(the "Marietta #2 Property ") 10% after the fifth (i) 6% of annual the seventh lease
Existing restaurant lease year and after gross sales minus (ii) year
every five years the minimum annual
The Marietta #2 Property is located on thereafter during the rent for such lease
the west side of Cobb Parkway, south of lease term year
Roswell Road, in Marietta, Cobb County,
Georgia, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Marietta #2 Property include a
Checkers, a Shoney's, a Taco Bell, a
Chick-Fil-A, an IHOP, a Sonic Drive-In, a
Krystal Burger, and a local restaurant.
Sonny's Real Pit Bar-B-Q (7) $156,884; increases by for each lease year, at any time after
(the "Norcross Property ") 10% after the fifth (i) 6% of annual the seventh lease
Existing restaurant lease year and after gross sales minus (ii) year
every five years the minimum annual
The Norcross Property is located on the thereafter during the rent for such lease
southwest quadrant of Tech Drive and lease term year
Indian Trail, in Norcross, Gwinnett County,
Georgia, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family- style, and casual
dining restaurants located in proximity to
the Norcross Property include a Sonic
Drive-In, and a Schlotzsky's Deli.
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Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
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Sonny's Real Pit Bar-B-Q (7) $1,212,753 06/02/98 06/2018; four five-
(the "Smyrna Property ") year renewal
Existing restaurant options
The Smyrna Property is located on the
northwest quadrant of New Spring Road
and Cobb Parkway, in Smyrna, Cobb
County, Georgia, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Smyrna
Property include an Applebee's, a
Wendy's, and a Pizza Hut.
IHOP $2,250,000 06/04/98 06/2017; three
(the "Hollywood Property ") five-year renewal
Existing restaurant options
The Hollywood Property is located on
the southwest corner of Sunset Boulevard
and Orange Drive, in Hollywood, Los Angeles
County, California, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Hollywood
Property include a Burger King, a Wendy's,
an In and Out Burgers, a Boston Market, a
McDonald's, and several local restaurants.
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Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
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Sonny's Real Pit Bar-B-Q (7) $118,243; increases by for each lease year, at any time after
(the "Smyrna Property ") 10% after the fifth (i) 6% of annual the seventh lease
Existing restaurant lease year and after gross sales minus (ii) year
every five years the minimum annual
The Smyrna Property is located on the thereafter during the rent for such lease
northwest quadrant of New Spring Road lease term year
and Cobb Parkway, in Smyrna, Cobb
County, Georgia, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Smyrna
Property include an Applebee's, a
Wendy's, and a Pizza Hut.
IHOP $227,813; increases by for each lease year, during the
(the "Hollywood Property ") 10% after the fifth (i) 4% of annual eleventh lease
Existing restaurant lease year and after gross sales minus (ii) year and at the
every five years the minimum annual end of the initial
The Hollywood Property is located on thereafter during the rent for such lease lease term
the southwest corner of Sunset Boulevard lease term year (6)
and Orange Drive, in Hollywood, Los Angeles
County, California, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Hollywood
Property include a Burger King, a Wendy's,
an In and Out Burgers, a Boston Market, a
McDonald's, and several local restaurants.
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Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
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Golden Corral $444,771 06/05/98 12/2013; four five-
(the "Brunswick Property ") (excluding year renewal
Restaurant to be constructed development options
costs) (3)
The Brunswick Property is located on the
northwest corner of Golden Isle Parkway
and the proposed Altama Connector
Boulevard, in Brunswick, Glynn County,
Georgia, in an area of mixed retail and
commercial development. Other fast-
food, family-style, and casual dining
restaurants located in proximity to the
Brunswick Property include an
Applebee's, an Arby's, a Wendy's, and a
Captain D's.
Wendy's $527,649 06/05/98 06/2018; two five-
(the "Knoxville #3 Property ") (excluding year renewal
Restaurant to be constructed development options
costs) (3)
The Knoxville #3 Property is located on the
northeast corner of Asheville year Highway
and River Turn Drive, in Knoxville, Knox
County, Tennessee, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-style,
and casual dining restaurants located in
proximity to the Knoxville #3 Property
include a Subway Sandwich Shop.
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Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
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Golden Corral 10.75% of Total Cost for each lease year, during the first
(the "Brunswick Property ") (4) 5% of the amount by through seventh
Restaurant to be constructed which annual gross lease years and
sales exceed the tenth through
The Brunswick Property is located on the $2,844,477 (6) fifteenth lease
northwest corner of Golden Isle Parkway years only
and the proposed Altama Connector
Boulevard, in Brunswick, Glynn County,
Georgia, in an area of mixed retail and
commercial development. Other fast-
food, family-style, and casual dining
restaurants located in proximity to the
Brunswick Property include an
Applebee's, an Arby's, a Wendy's, and a
Captain D's.
Wendy's 10.25% of Total Cost for each lease year, at any time after
(the "Knoxville #3 Property ") (4) (i) 7% of annual the seventh lease
Restaurant to be constructed gross sales minus (ii) year
the minimum annual
The Knoxville #3 Property is located on rent for such lease
the northeast corner of Asheville year
Highway and River Turn Drive, in Knoxville,
Knox County, Tennessee, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-style,
and casual dining restaurants located in
proximity to the Knoxville #3 Property
include a Subway Sandwich Shop.
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Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
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Bennigan's (8) (9) $806,660 06/08/98 06/2013; three
(the "Orlando #4 Property ") (excluding five-year renewal
Restaurant to be constructed development options
costs) (3)
The Orlando #4 Property is located on
the northeast quadrant of Semoran
Boulevard and T.G. Lee Boulevard, in
Orlando, Orange County, Florida, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Orlando #4 Property include a Chili's, a
Tony Roma's, a TGI Friday's, and a
Denny's.
Burger King $465,137 06/09/98 06/2018; two five-
(the "Atlanta #3 Property ") (excluding year renewal
Restaurant to be constructed development options
costs) (3)
The Atlanta #3 Property is located on the
north side of Marietta Boulevard and the
south side of Bolton Road, in Atlanta,
Fulton County, Georgia, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Atlanta #3
Property include a Church's Fried
Chicken and a Blimpie's.
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Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
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Bennigan's (8) (9) 10.375% of Total for each lease year, None
(the "Orlando #4 Property ") Cost (4); increases by (i) 6% of annual
Restaurant to be constructed 10% after the fifth gross sales minus (ii)
lease year and after the minimum annual
The Orlando #4 Property is located on every five years rent for such lease
the northeast quadrant of Semoran thereafter during the year
Boulevard and T.G. Lee Boulevard, in lease term
Orlando, Orange County, Florida, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Orlando #4 Property include a Chili's, a
Tony Roma's, a TGI Friday's, and a
Denny's.
Burger King 10.50% of Total Cost for each lease year, at any time after
(the "Atlanta #3 Property ") (4); increases by 10% 8% of the amount by the fifth lease
Restaurant to be constructed after the fifth lease which annual gross year
year and after every sales exceed
The Atlanta #3 Property is located on the five years thereafter $1,300,000 minus the
north side of Marietta Boulevard and the during the lease term minimum annual rent
south side of Bolton Road, in Atlanta, for such lease year
Fulton County, Georgia, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Atlanta #3
Property include a Church's Fried
Chicken and a Blimpie's.
</TABLE>
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<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
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Bennigan's (9) (10) $1,627,907 06/16/98 06/2018; two ten-
(the "Bedford #3 Property ") year renewal
Existing restaurant options
The Bedford #3 Property is located on
the southeast corner of Plaza Parkway
and Bay Street, in Bedford, Tarrant
County, Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Bedford #3 Property include a Steak
& Ale, a Chili's, an On the Border, a
Black-eyed Pea, a Don Pablo's, and
several local restaurants.
Bennigan's (9) (10) $1,837,209 06/16/98 06/2018; two ten-
(the "Clearwater Property ") year renewal
Existing restaurant options
The Clearwater Property is located on the
north side of Gulf to Bay Boulevard, north
of the Clearwater Mall, in Clearwater,
Pinellas County, Florida, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-style,
and casual dining restaurants located in
proximity to the Clearwater Property
include a Ruby Tuesday, a Perkins, and
several local restaurants.
</TABLE>
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<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
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Bennigan's (9) (10) $166,860; increases by None (11)
(the "Bedford #3 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Bedford #3 Property is located on thereafter during the
the southeast corner of Plaza Parkway lease term
and Bay Street, in Bedford, Tarrant
County, Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Bedford #3 Property include a Steak
& Ale, a Chili's, an On the Border, a
Black-eyed Pea, a Don Pablo's, and
several local restaurants.
Bennigan's (9) (10) $188,314; increases by None (11)
(the "Clearwater Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Clearwater Property is located on the thereafter during the
north side of Gulf to Bay Boulevard, north lease term
of the Clearwater Mall, in Clearwater,
Pinellas County, Florida, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-style,
and casual dining restaurants located in
proximity to the Clearwater Property
include a Ruby Tuesday, a Perkins, and
several local restaurants.
</TABLE>
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<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
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<S> <C>
Bennigan's (9) (10) $1,604,651 06/16/98 06/2018; two ten-
(the "Colorado Springs #2 Property ") year renewal
Existing restaurant options
The Colorado Springs #2 Property is
located on the northwest corner of
North Academy Boulevard and North
Carefree Circle, in Colorado Springs, El
Paso County, Colorado, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Colorado
Springs #2 Property include a Chili's, a
Tony Roma's, an East Side Mario's, and
several local restaurants.
Bennigan's (9) (10) $1,697,674 06/16/98 06/2018; two ten-
(the "Englewood #1 Property ") year renewal
Existing restaurant options
The Englewood #1 Property is located on
the northwest corner of East Arapahoe
Road and South Boston Street, in
Englewood, Arapahoe County, Colorado, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Englewood #1
Property include a Ruby Tuesday, a Chevy's
Fresh Mex, a Denny's, and several local
restaurants.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
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<S> <C>
Bennigan's (9) (10) $164,477; increases by None (11)
(the "Colorado Springs #2 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Colorado Springs #2 Property is thereafter during the
located on the northwest corner of lease term
North Academy Boulevard and North
Carefree Circle, in Colorado Springs, El
Paso County, Colorado, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Colorado
Springs #2 Property include a Chili's, a
Tony Roma's, an East Side Mario's, and
several local restaurants.
Bennigan's (9) (10) $174,012; increases by None (11)
(the "Englewood #1 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Englewood #1 Property is located on thereafter during the
the northwest corner of East Arapahoe lease term
Road and South Boston Street, in
Englewood, Arapahoe County, Colorado, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Englewood #1
Property include a Ruby Tuesday, a Chevy's
Fresh Mex, a Denny's, and several local
restaurants.
</TABLE>
- 10 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Bennigan's (9) (10) $2,232,558 06/16/98 06/2018; two ten-
(the "Englewood #2 Property ") year renewal
Existing restaurant options
The Englewood #2 Property is located on
the northwest corner of Route 4 and
South Van Brunt Street, in Englewood,
Bergen County, New Jersey, in an area
of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Englewood #2 Property include a local
restaurant.
Bennigan's (9) (10) $2,051,163 06/16/98 06/2018; two ten-
(the "Florham Park Property ") year renewal
Existing restaurant options
The Florham Park Property is located on
the southeast quadrant of Columbia
Turnpike and Felch Road, in Florham
Park, Morris County, New Jersey, in an area
of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Florham Park
Property include a KFC and a McDonald's.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Bennigan's (9) (10) $228,837; increases by None (11)
(the "Englewood #2 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Englewood #2 Property is located on thereafter during the
the northwest corner of Route 4 and lease term
South Van Brunt Street, in Englewood,
Bergen County, New Jersey, in an area
of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Englewood #2 Property include a local
restaurant.
Bennigan's (9) (10) $210,244; increases by None (11)
(the "Florham Park Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Florham Park Property is located on thereafter during the
the southeast quadrant of Columbia lease term
Turnpike and Felch Road, in Florham
Park, Morris County, New Jersey, in an area
of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Florham Park
Property include a KFC and a McDonald's.
</TABLE>
- 11 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Bennigan's (9) (10) $1,790,698 06/16/98 06/2018; two ten-
(the "Houston #8 Property ") year renewal
Existing restaurant options
The Houston #8 Property is located on
the southeast corner of Greenspoint Drive
and North Belt, in Houston, Harris
County, Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Houston #8 Property include a local
restaurant.
Bennigan's (9) (10) $1,511,628 06/16/98 06/2018; two ten-
(the "Jacksonville #4 Property ") year renewal
Existing restaurant options
The Jacksonville #4 Property is located
on the south side of Baymeadows Road,
west of Interstate 95 and east of Phillips
Highway, in Jacksonville, Duval County,
Florida, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Jacksonville #4 Property include a
Steak & Ale, a Chili's, an Applebee's, a
Red Lobster, a TGI Friday's, a Rio
Bravo, and several local restaurants.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Bennigan's (9) (10) $183,547; increases by None (11)
(the "Houston #8 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Houston #8 Property is located on thereafter during the
the southeast corner of Greenspoint Drive lease term
and North Belt, in Houston, Harris
County, Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Houston #8 Property include a local
restaurant.
Bennigan's (9) (10) $154,942; increases by None (11)
(the "Jacksonville #4 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Jacksonville #4 Property is located thereafter during the
on the south side of Baymeadows Road, lease term
west of Interstate 95 and east of Phillips
Highway, in Jacksonville, Duval County,
Florida, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Jacksonville #4 Property include a
Steak & Ale, a Chili's, an Applebee's, a
Red Lobster, a TGI Friday's, a Rio
Bravo, and several local restaurants.
</TABLE>
- 12 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Bennigan's (9) (10) $1,790,698 06/16/98 06/2018; two ten-
(the "Jacksonville #5 Property ") year renewal
Existing restaurant options
The Jacksonville #5 Property is located
on the southwest quadrant of Blanding
Boulevard and Interstate 295, in
Jacksonville, Duval County, Florida, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Jacksonville #5
Property include a Steak & Ale, an Olive
Garden, a Red Lobster, a Longhorn
Steakhouse, a Shoney's, and a local
restaurant.
Bennigan's (9) (10) $2,209,302 06/16/98 06/2018; two ten-
(the "Mount Laurel Property ") year renewal
Existing restaurant options
The Mount Laurel Property is located on
the southwest corner of Route 73 and the
New Jersey Turnpike, in Mount Laurel,
Burlington County, New Jersey, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Mount Laurel Property include a Bob
Evans, a Burger King, a McDonald's, a
Denny's, a Wendy's, and a local
restaurant.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Bennigan's (9) (10) $183,547; increases by None (11)
(the "Jacksonville #5 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Jacksonville #5 Property is located thereafter during the
on the southwest quadrant of Blanding lease term
Boulevard and Interstate 295, in
Jacksonville, Duval County, Florida, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Jacksonville #5
Property include a Steak & Ale, an Olive
Garden, a Red Lobster, a Longhorn
Steakhouse, a Shoney's, and a local
restaurant.
Bennigan's (9) (10) $226,453; increases by None (11)
(the "Mount Laurel Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Mount Laurel Property is located on thereafter during the
the southwest corner of Route 73 and the lease term
New Jersey Turnpike, in Mount Laurel,
Burlington County, New Jersey, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Mount Laurel Property include a Bob
Evans, a Burger King, a McDonald's, a
Denny's, a Wendy's, and a local
restaurant.
</TABLE>
- 13 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Bennigan's (9) (10) $1,767,442 06/16/98 06/2018; two ten-
(the "North Richland Hills Property ") year renewal
Existing restaurant options
The North Richland Hills Property is
located on the south side of Bedford
Euless Road, opposite and south of
Strummer Road, in North Richland Hills,
Tarrant County, Texas, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the North
Richland Hills Property include an Olive
Garden, a TGI Friday's, a Steak & Ale,
and a local restaurant.
Bennigan's (9) (10) $1,674,419 06/16/98 06/2018; two ten-
(the "Oklahoma City #2 Property ") year renewal
Existing restaurant options
The Oklahoma City #2 Property is
located on the southwest corner of
West Interstate 40 Service Road and Cornell
Parkway, in Oklahoma City, Oklahoma County,
Oklahoma, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family- style, and casual
dining restaurants located in proximity to
the Oklahoma City #2 Property include two
Cracker Barrels, an Outback Steakhouse, an
On the Border, a Steak & Ale, a Denny's,
and several local restaurants.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Bennigan's (9) (10) $181,163; increases by None (11)
(the "North Richland Hills Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The North Richland Hills Property is thereafter during the
located on the south side of Bedford lease term
Euless Road, opposite and south of
Strummer Road, in North Richland Hills,
Tarrant County, Texas, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the North
Richland Hills Property include an Olive
Garden, a TGI Friday's, a Steak & Ale,
and a local restaurant.
Bennigan's (9) (10) $171,628; increases by None (11)
(the "Oklahoma City #2 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Oklahoma City #2 Property is thereafter during the
located on the southwest corner of lease term
West Interstate 40 Service Road and Cornell
Parkway, in Oklahoma City, Oklahoma County,
Oklahoma, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family- style, and casual
dining restaurants located in proximity to
the Oklahoma City #2 Property include two
Cracker Barrels, an Outback Steakhouse, an
On the Border, a Steak & Ale, a Denny's,
and several local restaurants.
</TABLE>
- 14 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Bennigan's (9) (10) $2,325,581 06/16/98 06/2018; two ten-
(the "Orlando #2 Property ") year renewal
Existing restaurant options
The Orlando #2 Property is located on
the south side of International Drive,
north of Carrier Drive, in Orlando,
Orange County, Florida, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Orlando #2
Property include a Steak & Ale, a Red
Lobster, a Sizzler, a Chili's, a TGI
Friday's, an Olive Garden, a Bahama
Breeze, a Western Steer, and several
local restaurants.
Bennigan's (9) (10) $1,581,395 06/16/98 06/2018; two ten-
(the "Pensacola #2 Property ") year renewal
Existing restaurant options
The Pensacola #2 Property is located on
the west side of Plantation Road, north of
the Pensacola Central Business District,
in Pensacola, Escambia County, Florida,
in an area of mixed retail, commercial,
and residential development. Other fast-
food, family-style, and casual dining
restaurants located in proximity to the
Pensacola #2 Property include a Darryl's,
a Steak & Ale, and several local
restaurants.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Bennigan's (9) (10) $238,372; increases by None (11)
(the "Orlando #2 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Orlando #2 Property is located on thereafter during the
the south side of International Drive, lease term
north of Carrier Drive, in Orlando,
Orange County, Florida, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Orlando #2
Property include a Steak & Ale, a Red
Lobster, a Sizzler, a Chili's, a TGI
Friday's, an Olive Garden, a Bahama
Breeze, a Western Steer, and several
local restaurants.
Bennigan's (9) (10) $162,093; increases by None (11)
(the "Pensacola #2 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Pensacola #2 Property is located on thereafter during the
the west side of Plantation Road, north of lease term
the Pensacola Central Business District,
in Pensacola, Escambia County, Florida,
in an area of mixed retail, commercial,
and residential development. Other fast-
food, family-style, and casual dining
restaurants located in proximity to the
Pensacola #2 Property include a Darryl's,
a Steak & Ale, and several local
restaurants.
</TABLE>
- 15 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Bennigan's (9) (10) $2,046,512 06/16/98 06/2018; two ten-
(the "St. Louis Park Property ") year renewal
Existing restaurant options
The St. Louis Park Property is located on
the south side of Wayzata Boulevard,
north of Louisiana Avenue South, in St.
Louis Park, Hennepin County, Minnesota, in
an area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the St. Louis Park
Property include a Fuddruckers, a TGI
Friday's, a Perkins, and several local
restaurants.
Bennigan's (9) (10) $1,934,884 06/16/98 06/2018; two ten-
(the "Tampa #4 Property ") year renewal
Existing restaurant options
The Tampa #4 Property is located on the
north side of East Fowler Avenue within
the University Square Mall, in Tampa,
Hillsborough County, Florida, in an area
of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Tampa #4 Property include a Rio Bravo,
a TGI Friday's, and a local restaurant.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Bennigan's (9) (10) $209,767; increases by None (11)
(the "St. Louis Park Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The St. Louis Park Property is located on thereafter during the
the south side of Wayzata Boulevard, lease term
north of Louisiana Avenue South, in St.
Louis Park, Hennepin County, Minnesota, in
an area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the St. Louis Park
Property include a Fuddruckers, a TGI
Friday's, a Perkins, and several local
restaurants.
Bennigan's (9) (10) $198,326; increases by None (11)
(the "Tampa #4 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Tampa #4 Property is located on the thereafter during the
north side of East Fowler Avenue within lease term
the University Square Mall, in Tampa,
Hillsborough County, Florida, in an area
of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Tampa #4 Property include a Rio Bravo,
a TGI Friday's, and a local restaurant.
</TABLE>
- 16 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Bennigan's (9) (10) $1,172,093 06/16/98 06/2018; two ten-
(the "Winston-Salem #2 Property ") year renewal
Existing restaurant options
The Winston-Salem #2 Property is
located on the north side of North Point
Boulevard, east of University Parkway,
in Winston-Salem, Forsyth County, North
Carolina, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Winston-Salem #2 Property include a
Darryl's, a Golden Corral, and several
local restaurants.
Steak & Ale (9) (10) $1,604,651 06/16/98 06/2018; two ten-
(the "Altamonte Springs Property ") year renewal
Existing restaurant options
The Altamonte Springs Property is
located on the southeast quadrant of West
Highway 436 and Westmonte Drive, in
Altamonte Springs, Seminole County,
Florida, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Altamonte Springs Property include a
Bennigan's, a McDonald's, a Perkins, a TGI
Friday's, a Cooker, a Red Lobster, a
Longhorn Steakhouse, an Olive Garden, a
Long John Silver's, a Rio Bravo, and a
local restaurant.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Bennigan's (9) (10) $120,140; increases by None (11)
(the "Winston-Salem #2 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Winston-Salem #2 Property is thereafter during the
located on the north side of North Point lease term
Boulevard, east of University Parkway,
in Winston-Salem, Forsyth County, North
Carolina, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Winston-Salem #2 Property include a
Darryl's, a Golden Corral, and several
local restaurants.
Steak & Ale (9) (10) $164,477; increases by None (11)
(the "Altamonte Springs Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Altamonte Springs Property is thereafter during the
located on the southeast quadrant of West lease term
Highway 436 and Westmonte Drive, in
Altamonte Springs, Seminole County,
Florida, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Altamonte Springs Property include a
Bennigan's, a McDonald's, a Perkins, a TGI
Friday's, a Cooker, a Red Lobster, a
Longhorn Steakhouse, an Olive Garden, a
Long John Silver's, a Rio Bravo, and a
local restaurant.
</TABLE>
- 17 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Steak & Ale (9) (10) $1,372,093 06/16/98 06/2018; two ten-
(the "Austin Property ") year renewal
Existing restaurant options
The Austin Property is located on the
southeast quadrant of West Anderson
Lane and Burnet Road, in Austin, Travis
County, Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Austin Property include a Popeyes, a
Jack in the Box, a Houston's, a Denny's,
and a local restaurant.
Steak & Ale (9) (10) $1,320,930 06/16/98 06/2018; two ten-
(the "Birmingham Property ") year renewal
Existing restaurant options
The Birmingham Property is located on
the north side of Medford Drive and the
south side of Orchard Road, in
Birmingham, Jefferson County, Alabama,
in an area of mixed retail, commercial,
and residential development. Other fast-
food, family-style, and casual dining
restaurants located in proximity to the
Birmingham Property include a Denny's,
a Chick-Fil-A, and a local restaurant.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Steak & Ale (9) (10) $140,640; increases by None (11)
(the "Austin Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Austin Property is located on the thereafter during the
southeast quadrant of West Anderson lease term
Lane and Burnet Road, in Austin, Travis
County, Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Austin Property include a Popeyes, a
Jack in the Box, a Houston's, a Denny's,
and a local restaurant.
Steak & Ale (9) (10) $135,395; increases by None (11)
(the "Birmingham Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Birmingham Property is located on thereafter during the
the north side of Medford Drive and the lease term
south side of Orchard Road, in
Birmingham, Jefferson County, Alabama,
in an area of mixed retail, commercial,
and residential development. Other fast-
food, family-style, and casual dining
restaurants located in proximity to the
Birmingham Property include a Denny's,
a Chick-Fil-A, and a local restaurant.
</TABLE>
- 18 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Steak & Ale (9) (10) $1,618,605 06/16/98 06/2018; two ten-
(the "College Park Property ") year renewal
Existing restaurant options
The College Park Property is located on
the northwest quadrant of Virginia
Avenue and Harrison Road, in College
Park, Fulton County, Georgia, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-style,
and casual dining restaurants located in
proximity to the College Park Property
include a Waffle House, a Hardee's, a KFC,
a Blimpie's, and several local restaurants.
Steak & Ale (9) (10) $1,534,884 06/16/98 06/2018; two ten-
(the "Conroe Property ") year renewal
Existing restaurant options
The Conroe Property is located on the
east side of Interstate 45, north of
Highway 105, in Conroe, Montgomery County,
Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Conroe Property include an Outback
Steakhouse, a Ryan's Family Steak House,
and a local restaurant.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Steak & Ale (9) (10) $165,907; increases by None (11)
(the "College Park Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The College Park Property is located on thereafter during the
the northwest quadrant of Virginia lease term
Avenue and Harrison Road, in College
Park, Fulton County, Georgia, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-style,
and casual dining restaurants located in
proximity to the College Park Property
include a Waffle House, a Hardee's, a KFC,
a Blimpie's, and several local restaurants.
Steak & Ale (9) (10) $157,326; increases by None (11)
(the "Conroe Property ") 10% after the fifth
Existing restaurant lease year and
after every five years
The Conroe Property is located on the thereafter during the
east side of Interstate 45, north of lease term
Highway 105, in Conroe, Montgomery County,
Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Conroe Property include an Outback
Steakhouse, a Ryan's Family Steak House,
and a local restaurant.
</TABLE>
- 19 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Steak & Ale (9) (10) $1,748,837 06/16/98 06/2018; two ten-
(the "Greenville #2 Property ") year renewal
Existing restaurant options
The Greenville #2 Property is located on
the northeast corner of North
Pleasantburg Drive and Villa Drive, in
Greenville, Greenville County, South
Carolina, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Greenville #2 Property include a Pizza
Hut and a local restaurant.
Steak & Ale (9) (10) $1,767,442 06/16/98 06/2018; two ten-
(the "Houston #9 Property ") year renewal
Existing restaurant options
The Houston #9 Property is located on
the southwest corner of Mangum Road
and the Northwest Freeway, in Houston,
Harris County, Texas, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Houston #9
Property include a Bennigan's, an Olive
Garden, and several local restaurants.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Steak & Ale (9) (10) $179,256; increases by None (11)
(the "Greenville #2 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Greenville #2 Property is located on thereafter during the
the northeast corner of North lease term
Pleasantburg Drive and Villa Drive, in
Greenville, Greenville County, South
Carolina, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Greenville #2 Property include a Pizza
Hut and a local restaurant.
Steak & Ale (9) (10) $181,163; increases by None (11)
(the "Houston #9 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Houston #9 Property is located on thereafter during the
the southwest corner of Mangum Road lease term
and the Northwest Freeway, in Houston,
Harris County, Texas, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Houston #9
Property include a Bennigan's, an Olive
Garden, and several local restaurants.
</TABLE>
- 20 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Steak & Ale (9) (10) $1,837,209 06/16/98 06/2018; two ten-
(the "Houston #10 Property ") year renewal
Existing restaurant options
The Houston #10 Property is located on
the south side of Katy Freeway, west of
Wilcrest Drive, in Houston, Harris County,
Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Houston #10 Property include a
Carrabba's Italian Grill and a local
restaurant.
Steak & Ale (9) (10) $1,372,093 06/16/98 06/2018; two ten-
(the "Huntsville #2 Property ") year renewal
Existing restaurant options
The Huntsville #2 Property is located on
the south side of University Drive, east
of S.R. 53, in Huntsville, Madison
County, Alabama, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Huntsville #2
Property include a Darryl's, an Olive
Garden, a Quincy's, and several local
restaurants.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Steak & Ale (9) (10) $188,314; increases by None (11)
(the "Houston #10 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Houston #10 Property is located on thereafter during the
the south side of Katy Freeway, west of lease term
Wilcrest Drive, in Houston, Harris County,
Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Houston #10 Property include a
Carrabba's Italian Grill and a local
restaurant.
Steak & Ale (9) (10) $140,640; increases by None (11)
(the "Huntsville #2 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Huntsville #2 Property is located on thereafter during the
the south side of University Drive, east lease term
of S.R. 53, in Huntsville, Madison
County, Alabama, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Huntsville #2
Property include a Darryl's, an Olive
Garden, a Quincy's, and several local
restaurants.
</TABLE>
- 21 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Steak & Ale (9) (10) $1,465,116 06/16/98 06/2018; two ten-
(the "Jacksonville #6 Property ") year renewal
Existing restaurant options
The Jacksonville #6 Property is located
on the west side of Blanding Boulevard
and the north side of Youngerman Circle,
in Jacksonville, Duval County, Florida, in
an area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Jacksonville #6 Property include a Steak
& Ale, an Olive Garden, a Red Lobster,
a Bennigan's, a Longhorn Steakhouse, a
Shoney's, and a local restaurant.
Steak & Ale (9) (10) $1,395,349 06/16/98 06/2018; two ten-
(the "Maitland Property ") year renewal
Existing restaurant options
The Maitland Property is located on the
northeast corner of South Orlando
Avenue and Manor Road, in Maitland, Orange
County, Florida, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Maitland
Property include a Perkins, a McDonald's,
and a local restaurant.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Steak & Ale (9) (10) $150,174; increases by None (11)
(the "Jacksonville #6 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Jacksonville #6 Property is located thereafter during the
on the west side of Blanding Boulevard lease term
and the north side of Youngerman Circle,
in Jacksonville, Duval County, Florida, in
an area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Jacksonville #6 Property include a Steak
& Ale, an Olive Garden, a Red Lobster,
a Bennigan's, a Longhorn Steakhouse, a
Shoney's, and a local restaurant.
Steak & Ale (9) (10) $143,023; increases by None (11)
(the "Maitland Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Maitland Property is located on the thereafter during the
northeast corner of South Orlando lease term
Avenue and Manor Road, in Maitland, Orange
County, Florida, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Maitland
Property include a Perkins, a McDonald's,
and a local restaurant.
</TABLE>
- 22 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Steak & Ale (9) (10) $1,418,605 06/16/98 06/2018; two ten-
(the "Mesquite Property ") year renewal
Existing restaurant options
The Mesquite Property is located on the
east side of Towne Crossing Boulevard,
west of Interstate 635 and south of
Interstate 30, in Mesquite, Dallas County,
Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Mesquite Property include a Red
Lobster, an Outback Steakhouse, an
Olive Garden, a Tony Roma's, a TGI
Friday's, a Grady's, a Black-eyed Pea, a
Chili's, and several local restaurants.
Steak & Ale (9) (10) $1,674,419 06/16/98 06/2018; two ten-
(the "Miami Property ") year renewal
Existing restaurant options
The Miami Property is located on the
northwest side of Southwest 97th
Avenue, east of Route 874 South, in
Miami, Dade County, Florida, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-style,
and casual dining restaurants located in
proximity to the Miami Property include a
Tony Roma's and a Boston Market.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Steak & Ale (9) (10) $145,407; increases by None (11)
(the "Mesquite Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Mesquite Property is located on the thereafter during the
east side of Towne Crossing Boulevard, lease term
west of Interstate 635 and south of
Interstate 30, in Mesquite, Dallas County,
Texas, in an area of mixed retail,
commercial, and residential development.
Other fast-food, family-style, and casual
dining restaurants located in proximity to
the Mesquite Property include a Red
Lobster, an Outback Steakhouse, an
Olive Garden, a Tony Roma's, a TGI
Friday's, a Grady's, a Black-eyed Pea, a
Chili's, and several local restaurants.
Steak & Ale (9) (10) $171,628; increases by None (11)
(the "Miami Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Miami Property is located on the thereafter during the
northwest side of Southwest 97th lease term
Avenue, east of Route 874 South, in
Miami, Dade County, Florida, in an area of
mixed retail, commercial, and residential
development. Other fast-food, family-style,
and casual dining restaurants located in
proximity to the Miami Property include a
Tony Roma's and a Boston Market.
</TABLE>
- 23 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Steak & Ale (9) (10) $1,604,651 06/16/98 06/2018; two ten-
(the "Middletown Property ") year renewal
Existing restaurant options
The Middletown Property is located on
the northwest quadrant of Highway 35
and Kings Highway, in Middletown,
Monmouth County, New Jersey, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Middletown Property include a Wendy's
and a local restaurant.
Steak & Ale (9) (10) $1,558,140 06/16/98 06/2018; two ten-
(the "Orlando #3 Property ") year renewal
Existing restaurant options
The Orlando #3 Property is located on
the southwest corner of North Semoran
Boulevard and East Colonial Drive, in
Orlando, Orange County, Florida, in an area
of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Orlando #3
Property include several local restaurants.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Steak & Ale (9) (10) $164,477; increases by None (11)
(the "Middletown Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Middletown Property is located on thereafter during the
the northwest quadrant of Highway 35 lease term
and Kings Highway, in Middletown,
Monmouth County, New Jersey, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Middletown Property include a Wendy's
and a local restaurant.
Steak & Ale (9) (10) $159,709; increases by None (11)
(the "Orlando #3 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Orlando #3 Property is located on thereafter during the
the southwest corner of North Semoran lease term
Boulevard and East Colonial Drive, in
Orlando, Orange County, Florida, in an area
of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Orlando #3
Property include several local restaurants.
</TABLE>
- 24 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Steak & Ale (9) (10) $1,232,558 06/16/98 06/2018; two ten-
(the "Palm Harbor Property ") year renewal
Existing restaurant options
The Palm Harbor Property is located on
the west side of U.S. 19 North within the
Fountain Mall Shopping Center, in Palm
Harbor, Pinellas County, Florida, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Palm Harbor
Property include a Hops Grill & Bar, a
Carrabba's Italian Grill, and several local
restaurants.
Steak & Ale (9) (10) $1,116,279 06/16/98 06/2018; two ten-
(the "Pensacola #3 Property ") year renewal
Existing restaurant options
The Pensacola #3 Property is located on
the south side of Plantation Road and on
the west side of North Davis Highway, in
Pensacola, Escambia County, Florida, in
an area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Pensacola #3 Property include a Darryl's,
a Bennigan's, and several local
restaurants.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Steak & Ale (9) (10) $126,337; increases by None (11)
(the "Palm Harbor Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Palm Harbor Property is located on thereafter during the
the west side of U.S. 19 North within the lease term
Fountain Mall Shopping Center, in Palm
Harbor, Pinellas County, Florida, in an
area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining restaurants
located in proximity to the Palm Harbor
Property include a Hops Grill & Bar, a
Carrabba's Italian Grill, and several local
restaurants.
Steak & Ale (9) (10) $114,419; increases by None (11)
(the "Pensacola #3 Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Pensacola #3 Property is located on thereafter during the
the south side of Plantation Road and on lease term
the west side of North Davis Highway, in
Pensacola, Escambia County, Florida, in
an area of mixed retail, commercial, and
residential development. Other fast-food,
family-style, and casual dining
restaurants located in proximity to the
Pensacola #3 Property include a Darryl's,
a Bennigan's, and several local
restaurants.
</TABLE>
- 25 -
<PAGE>
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- ------------ -------- ---------------
<S> <C>
Steak & Ale (9) (10) $1,418,605 06/16/98 06/2018; two ten-
(the "Tulsa Property ") year renewal
Existing restaurant options
The Tulsa Property is located on the
southeast corner of East 51st Street and
Vandalia Avenue, in Tulsa, Tulsa
County, Oklahoma, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Tulsa Property
include a Red Lobster and several local
restaurants.
</TABLE>
<TABLE>
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Steak & Ale (9) (10) $145,407; increases by None (11)
(the "Tulsa Property ") 10% after the fifth
Existing restaurant lease year and after
every five years
The Tulsa Property is located on the thereafter during the
southeast corner of East 51st Street and lease term
Vandalia Avenue, in Tulsa, Tulsa
County, Oklahoma, in an area of mixed
retail, commercial, and residential
development. Other fast-food, family-
style, and casual dining restaurants
located in proximity to the Tulsa Property
include a Red Lobster and several local
restaurants.
</TABLE>
- 26 -
<PAGE>
FOOTNOTES:
(1) The estimated federal income tax basis of the depreciable portion (the
building portion) of each of the Properties acquired, and for
construction Properties, once the buildings are constructed, is set forth
below:
Property Federal Tax Basis
-------- -----------------
Fresno #2 Property $ 573,000
Arab Property 454,000
Athens Property 978,018
Conyers Property 227,000
Doraville Property 826,000
Jonesboro Property 691,000
Marietta #2 Property 895,000
Norcross Property 976,000
Smyrna Property 654,000
Hollywood Property 988,000
Brunswick Property 1,183,000
Knoxville #3 Property 476,000
Orlando #4 Property 1,387,000
Atlanta #3 Property 621,000
(2) Minimum annual rent for each of the Properties became payable on the
effective date of the lease, except as indicated below. For the
Knoxville #3, Orlando #4 and Atlanta #3 Properties, minimum annual rent
will become due and payable on the earlier of (i) a specific number of
days (ranging from 120 to 180) after execution of the lease, (ii) the
date the certificate of occupancy for the restaurant is issued, (iii)
the date the restaurant opens for business to the public or (iv) the
date the tenant receives from the landlord its final funding of the
construction costs. For the Brunswick Property, minimum annual rent
will become due and payable on the earlier of (i) 180 days after
execution of the lease, (ii) the date the certificate of occupancy for
the restaurant is issued or (iii) the date the restaurant opens for
business to the public. During the period commencing with the
effective date of the lease to the date minimum annual rent becomes
payable for the Knoxville #3 and Atlanta #3 Properties, as described
above, the tenant shall pay monthly interim rent equal to a specified
rate per annum (ranging from 10.25% to 11%) of the amount funded by the
Company in connection with the purchase and construction of the
Properties. During the period commencing with the effective date of
the lease to the date minimum annual rent becomes payable for the
Brunswick Property, as described above, interim rent equal to ten
percent per annum of the amount funded by the Company in connection
with the purchase and construction of the Properties shall accrue and
be payable in a single lump sum at the time of final funding of the
construction costs.
(3) The development agreements or lease addendums for the Properties which
are to be constructed, provide that construction must be completed no
later than the dates set forth below. The maximum cost to the Company
(including the purchase price of the land, development costs, and
closing and acquisition costs) is not expected to, but may, exceed the
amounts set forth below:
- 27 -
<PAGE>
<TABLE>
<CAPTION>
Property Estimated Maximum Cost Estimated Final Completion Date
-------- ---------------------- -------------------------------
<S> <C>
Fresno #2 Property $ 972,841 November 18, 1998
Brunswick Property 1,654,127 December 2, 1998
Knoxville #3 Property 1,010,352 October 3, 1998
Orlando #4 Property 2,110,561 December 5, 1998
Atlanta #3 Property 926,114 December 6, 1998
</TABLE>
(4) The "Total Cost" is equal to the sum of (i) the purchase price of the
property, (ii) closing costs and (iii) actual development costs
incurred under the development agreement or lease addendum.
(5) The Company paid for all construction costs in advance at closing;
therefore, minimum annual rent was determined on the date acquired and
is not expected to change.
(6) Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).
(7) The lessee of the Athens, Conyers, Doraville, Jonesboro, Marietta #2,
Norcross and Smyrna Properties is the same unaffiliated lessee.
(8) The Company acquired an interest in CNL/Lee Vista Joint Venture, a
general partnership between the Company and an unaffiliated
co-venturer. Based upon anticipated development costs for the Property,
the Company expects to own an approximate 68% interest in the CNL/Lee
Vista Joint Venture upon completion of construction.
(9) The lessee of the 18 Bennigan's Properties and the 18 Steak & Ale
Properties is the same unaffiliated lessee.
(10) The Company and the lessee of 17 of the 18 Bennigan's Properties and
the 18 Steak & Ale Properties have agreed that they will treat the
leases of these Properties as financing transactions for federal income
tax purposes, unless otherwise required by law. As such, the Company
will not be entitled to the depreciation relating to the buildings for
federal income tax purposes.
(11) The lessee shall have the option to purchase the Property at any time
during the 61st, 121st or 181st month of the lease, the 20th year of
the lease and the last 30 days of any renewal term of the lease for
prices equal to the purchase price of the Property to the Company plus
a specified percentage (ranging from 10 to 30 percent depending on the
time the option is exercised). If at the end of the initial lease term,
or any subsequent renewal period, the lessee does not elect to purchase
the Property or renew the lease, the Company may require the lessee to
purchase the Property at a cost equal to the purchase price of the
Property to the Company.
- 28 -
<PAGE>
STATEMENT OF ESTIMATED TAXABLE OPERATING RESULTS
BEFORE DIVIDENDS PAID DEDUCTION
CNL AMERICAN PROPERTIES FUND, INC.
PROPERTIES ACQUIRED FROM MAY 16, 1998
THROUGH JUNE 16, 1998
For the Year Ended December 31, 1997 (Unaudited)
The following schedule presents unaudited estimated taxable operating
results before dividends paid deduction of each Property acquired by the Company
from May 16, 1998 through June 16, 1998, and the total of all properties for
which the Company had an initial commitment as of June 16, 1998. The statement
presents unaudited estimated taxable operating results for each acquired
Property that was operational (or in the case of pending investments, the total
of all properties that were operational), as if the Property had been acquired
and operational on January 1, 1997 through December 31, 1997. The schedule
should be read in light of the accompanying footnotes.
These estimates do not purport to present actual or expected operations
of the Company for any period in the future. These estimates were prepared on
the basis described in the accompanying notes which should be read in
conjunction herewith. No single lessee or group of affiliated lessees lease
Properties or has borrowed funds from the Company with an aggregate purchase
price in excess of 20% of the expected total net offering proceeds of the
Company.
COMPLETED INVESTMENTS:
<TABLE>
<CAPTION>
Sonny's Real Pit Sonny's Real Pit
Jack in the Box Arby's Bar-B-Q Bar-B-Q
Fresno #2, CA Arab, AL Athens, GA (7) Conyers, GA (7)
--------------- -------- ---------------- ---------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) (6) $59,735 $147,247 $89,240
Earned income (2) (6) - - -
Asset Management Fees (3) (6) (3,896) (9,208) (5,600)
General and Administrative
Expenses (4) (6) (3,704) (9,129) (5,533)
------- -------- -------
Estimated Cash Available from
Operations (6) 52,135 128,910 78,107
Depreciation and Amortization
Expense (2)(5) (6) (11,647) (25,077) (5,829)
------- -------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction (6) $40,488 $103,833 $72,278
======== ======== =======
</TABLE>
- 29 -
See Footnotes
<PAGE>
<TABLE>
<CAPTION>
Sonny's Real Pit Sonny's Real Pit Sonny's Real Pit Sonny's Real Pit
Bar-B-Q Bar-B-Q Bar-B-Q Bar-B-Q
Doraville, GA (7) Jonesboro, GA (7) Marietta #2, GA (7) Norcross, GA (7)
------------------ ------------------ -------------------- ----------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $129,398 $107,088 $129,398 $156,884
Earned income (2) - - - -
Asset Management Fees (3) (8,095) (6,709) (8,189) (9,801)
General and Administrative
Expenses (4) (8,023) (6,639) (8,023) (9,727)
-------- -------- -------- --------
Estimated Cash Available from
Operations 113,280 93,740 113,186 137,356
Depreciation and Amortization
Expense (2)(5) (21,187) (17,727) (22,961) (25,020)
-------- -------- -------- --------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $ 92,093 $ 76,013 $ 90,225 $112,336
======== ======== ======== ========
</TABLE>
- 30 -
See Footnotes
<PAGE>
<TABLE>
<CAPTION>
Sonny's Real Pit
Bar-B-Q IHOP Golden Corral Wendy's
Smyrna, GA (7) Hollywood, CA Brunswick, GA Knoxville #3, TN
---------------- ------------- ------------- ----------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $118,243 $227,813 (6) (6)
Earned income (2) - - (6) (6)
Asset Management Fees (3) (7,401) (13,579) (6) (6)
General and Administrative
Expenses (4) (7,331) (14,124) (6) (6)
-------- --------
Estimated Cash Available from
Operations 103,511 200,110 (6) (6)
Depreciation and Amortization
Expense (2)(5) (16,780) (25,327) (6) (6)
-------- --------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $ 86,731 $174,783 (6) (6)
======== ========
</TABLE>
See Footnotes
- 31 -
<PAGE>
<TABLE>
<CAPTION>
Bennigan's Burger King Bennigan's Bennigan's
Orlando #4, FL (8)(9) Atlanta #3, GA Bedford #3, OH (8) Clearwater, FL (8)
--------------------- -------------- ------------------ ------------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) (6) (6) $ - $ -
Earned income (2) (6) (6) 166,860 188,314
Asset Management Fees (3) (6) (6) (9,767) (11,023)
General and Administrative
Expenses (4) (6) (6) (10,345) (11,675)
-------- --------
Estimated Cash Available from
Operations (6) (6) 146,748 165,616
Depreciation and Amortization
Expense (2)(5) (6) (6) - -
-------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction (6) (6) $146,748 $165,616
======== ========
</TABLE>
See Footnotes
- 32 -
<PAGE>
<TABLE>
<CAPTION>
Bennigan's Bennigan's Bennigan's Bennigan's
Colorado Springs #2, CO (8) Englewood #1, CO (8) Englewood #2, NJ (8) Florham Park, NJ (8)
--------------------------- -------------------- -------------------- --------------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $ - $ - $ - $ -
Earned income (2) 164,477 174,012 228,837 210,244
Asset Management Fees (3) (9,628) (10,186) (13,395) (12,307)
General and Administrative
Expenses (4) (10,198) (10,789) (14,188) (13,035)
-------- -------- -------- --------
Estimated Cash Available from
Operations 144,651 153,037 201,254 184,902
Depreciation and Amortization
Expense (2)(5) - - - -
-------- -------- -------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $144,651 $153,037 $201,254 $184,902
======== ======== ======== ========
</TABLE>
See Footnotes
- 33 -
<PAGE>
<TABLE>
<CAPTION>
Bennigan's Bennigan's Bennigan's Bennigan's
Houston #8, TX (8) Jacksonville #4, FL (8) Jacksonville #5, NJ (8) Mount Laurel, NJ (8)
------------------ ----------------------- ----------------------- --------------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $ - $ - $ - $ -
Earned income (2) 183,547 154,942 183,547 226,453
Asset Management Fees (3) (10,744) (9,070) (10,744) (13,256)
General and Administrative
Expenses (4) (11,380) (9,606) (11,380) (14,040)
-------- -------- -------- --------
Estimated Cash Available from
Operations 161,423 136,266 161,423 199,157
Depreciation and Amortization
Expense (2)(5) - - - -
-------- -------- -------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $161,423 $136,266 $161,423 $199,157
======== ======== ======== ========
</TABLE>
See Footnotes
- 34 -
<PAGE>
<TABLE>
<CAPTION>
Bennigan's Bennigan's Bennigan's Bennigan's
N. Richland Hills, TX (8) Oklahoma City #2, OK (8) Orlando #2, FL (8) Pensacola #2, FL (8)
------------------------- ------------------------ ------------------ --------------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $ - $ - $ - $ -
Earned income (2) 181,163 171,628 238,372 162,093
Asset Management Fees (3) (10,605) (10,047) (13,953) (9,488)
General and Administrative
Expenses (4) (11,232) (10,641) (14,779) (10,050)
-------- -------- -------- --------
Estimated Cash Available from
Operations 159,326 150,940 209,640 142,555
Depreciation and Amortization
Expense (2)(5) - - - -
-------- -------- -------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $159,326 $150,940 $209,640 $142,555
======== ======== ======== ========
</TABLE>
See Footnotes
- 35 -
<PAGE>
<TABLE>
<CAPTION>
Bennigan's Bennigan's Bennigan's Steak & Ale
St. Louis Park, MN (8) Tampa #4, FL (8) Winston-Salem #2, NC (8) Altamonte Springs, FL (8)
---------------------- ---------------- ------------------------ -------------------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $ - $ - $ - $ -
Earned income (2) 209,767 198,326 120,140 164,477
Asset Management Fees (3) (12,279) (11,609) (7,033) (9,628)
General and Administrative
Expenses (4) (13,006) (12,296) (7,449) (10,198)
-------- -------- -------- --------
Estimated Cash Available from
Operations 184,482 174,421 105,658 144,651
Depreciation and Amortization
Expense (2)(5) - - - -
-------- -------- -------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $184,482 $174,421 $105,658 $144,651
======== ======== ======== ========
</TABLE>
See Footnotes
- 36 -
<PAGE>
<TABLE>
<CAPTION>
Steak & Ale Steak & Ale Steak & Ale Steak & Ale
Austin, TX (8) Birmingham, AL (8) College Park, GA (8) Conroe, TX (8)
-------------- ------------------ -------------------- --------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $ - $ - $ - $ -
Earned income (2) 140,640 135,395 165,907 157,326
Asset Management Fees (3) (8,233) (7,926) (9,712) (9,209)
General and Administrative
Expenses (4) (8,720) (8,395) (10,286) (9,754)
-------- -------- -------- --------
Estimated Cash Available from
Operations 123,687 119,074 145,909 138,363
Depreciation and Amortization
Expense (2)(5) - - - -
-------- -------- -------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $123,687 $119,074 $145,909 $138,363
======== ======== ======== ========
</TABLE>
See Footnotes
- 37 -
<PAGE>
<TABLE>
<CAPTION>
Steak & Ale Steak & Ale Steak & Ale Steak & Ale
Greenville #2, SC (8) Houston #9, TX (8) Houston #10, TX (8) Huntsville #2, AL (8)
--------------------- ------------------ ------------------- ---------------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $ - $ - $ - $ -
Earned income (2) 179,256 181,163 188,314 140,640
Asset Management Fees (3) (10,493) (10,605) (11,023) (8,233)
General and Administrative
Expenses (4) (11,114) (11,232) (11,675) (8,720)
-------- -------- -------- --------
Estimated Cash Available from
Operations 157,649 159,326 165,616 123,687
Depreciation and Amortization
Expense (2)(5) - - - -
-------- -------- -------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $157,649 $159,326 $165,616 $123,687
======== ======== ======== ========
</TABLE>
See Footnotes
- 38 -
<PAGE>
<TABLE>
<CAPTION>
Steak & Ale Steak & Ale Steak & Ale Steak & Ale
Jacksonville #6, FL (8) Maitland, FL (8) Mesquite, TX (8) Miami, FL (8)
----------------------- ---------------- ---------------- -------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $ - $ - $ - $ -
Earned income (2) 150,174 143,023 145,407 171,628
Asset Management Fees (3) (8,791) (8,372) (8,512) (10,047)
General and Administrative
Expenses (4) (9,311) (8,867) (9,015) (10,641)
-------- -------- -------- --------
Estimated Cash Available from
Operations 132,072 125,784 127,880 150,940
Depreciation and Amortization
Expense (2)(5) - - - -
-------- -------- -------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $132,072 $125,784 $127,880 $150,940
======== ======== ======== ========
</TABLE>
See Footnotes
- 39 -
<PAGE>
<TABLE>
<CAPTION>
Steak & Ale Steak & Ale Steak & Ale Steak & Ale
Middletown, NJ (8) Orlando #3, FL (8) Palm Harbor, FL (8) Pensacola #3, FL (8)
------------------ ------------------ ------------------- --------------------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $ - $ - $ - $ -
Earned income (2) 164,477 159,709 126,337 114,419
Asset Management Fees (3) (9,628) (9,349) (7,395) (6,698)
General and Administrative
Expenses (4) (10,198) (9,902) (7,833) (7,094)
-------- -------- -------- --------
Estimated Cash Available from
Operations 144,651 140,458 111,109 100,627
Depreciation and Amortization
Expense (2)(5) - - - -
-------- -------- -------- -------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $144,651 $140,458 $111,109 $100,627
======== ======== ======== ========
</TABLE>
See Footnotes
- 40 -
<PAGE>
<TABLE>
<CAPTION>
Steak & Ale Completed Investments Pending Investments
Tulsa, OK (8) Total Total (10) Grand Total
------------- -------------------- ------------------- -----------
<S> <C>
Estimated Taxable Operating
Results Before Dividends
Paid Deduction:
Rental income (1) $ - $1,165,046 $613,720 $1,778,766
Earned income (2) 145,407 5,936,421 - 5,936,421
Asset Management Fees (3) (8,512) (419,978) (33,300) (453,278)
General and Administrative
Expenses (4) (9,015) (440,292) (38,051) (478,343)
--------- ---------- -------- ----------
Estimated Cash Available from
Operations 127,880 6,241,197 542,369 6,783,566
Depreciation and Amortization
Expense (2)(5)(11) - (171,555) (95,253) (266,808)
-------- ---------- -------- ----------
Estimated Taxable Operating
Results Before Dividends
Paid Deduction $127,880 $6,069,642 $447,116 $6,516,758
======== ========== ======== ==========
</TABLE>
- ----------------
FOOTNOTES:
(1) Base rent does not include percentage rents which become due if
specified levels of gross receipts are achieved.
(2) The Company will account for 17 of the 18 Bennigan's Properties and the
18 Steak & Ale Properties as capital leases for federal tax purposes;
therefore, the Company will not be entitled to depreciation expense on
such properties. For leases accounted for as capital leases, future
minimum lease payments are recorded as a receivable. The difference
between the receivable and the estimated residual values less the cost
of the properties is recorded as unearned income. The unearned income
is amortized over the lease terms to provide a constant rate of return.
(3) The Properties will be managed pursuant to an advisory agreement
between the Company and CNL Fund Advisors, Inc. (the "Advisor"),
pursuant to which the Advisor will receive monthly asset management
fees in an amount equal to one-twelfth of .60% of the Company's Real
Estate Asset Value as of the end of the preceding month as defined in
such agreement.
- 41 -
<PAGE>
(4) Estimated at 6.2% of gross rental income or in the case of pending
investments, estimated gross rental income, based on the previous
experience of the Company and of affiliates of the Advisor with 18
public limited partnerships which own properties similar to those owned
by the Company. Amount does not include soliciting dealer servicing fee
due to the fact that such fee will not be incurred until December 31 of
the year following the year in which the offering terminates.
(5) The estimated federal tax basis of the depreciable portion (the
building portion) of each Property acquired has been depreciated on the
straight-line method over 39 years.
(6) The Property is under construction for the period presented. The
development agreements or lease addendums for the Properties which are
to be constructed, provide that construction must be completed no later
than the dates set forth below:
Property
--------
Estimated Final Completion Date
-------------------------------
Fresno #2 Property November 18, 1998
Brunswick Property December 2, 1998
Knoxville #3 Property October 3, 1998
Orlando #4 Property December 5, 1998
Atlanta #3 Property December 6, 1998
The Company anticipates the pending investments that are construction
properties will be operational within 180 days after acquisition.
(7) The lessee of the Athens, Conyers, Doraville, Jonesboro, Marietta #2,
Norcross and Smyrna Properties is the same unaffiliated lessee.
(8) The lessee of the 18 Bennigan's Properties and the 18 Steak & Ale
Properties is the same unaffiliated lessee.
(9) The Company acquired an interest in CNL/Lee Vista Joint Venture, a
general partnership between the Company and an unaffiliated
co-venturer. Based upon anticipated development costs for the Property,
the Company expects to own an approximate 68% interest in the CNL/Lee
Vista Joint Venture upon completion of construction.
(10) Information relating to pending investments is based on estimated
purchase prices for each of the ten properties, except for five
properties that will be under construction once they are acquired.
(11) For pending investments, for purposes of calculating depreciation, the
allocation of the estimated cost of the property between land and
building is based upon the average allocation of the actual cost of
properties (consisting of both land and building) acquired by the
Company as of December 31, 1997.
- 42 -
<PAGE>
Item 3. Bankruptcy or Receivership.
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable.
Item 5. Other Events.
Not applicable.
Item 6. Resignation of Registrant's Directors.
Not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
- 43 -
<PAGE>
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
INDEX TO UPDATED FINANCIAL STATEMENTS
Page
----
Pro Forma Consolidated Financial Information (unaudited):
Pro Forma Consolidated Balance Sheet as of March 31, 1998 46
Pro Forma Consolidated Statement of Earnings for the quarter
ended March 31, 1998 47
Pro Forma Consolidated Statement of Earnings for the year ended
December 31, 1997 48
Notes to Pro Forma Consolidated Financial Statements for the
quarter ended March 31,1998 and the year ended December 31, 1997 49
- 44 -
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL INFORMATION
The following Pro Forma Consolidated Balance Sheet of the Company gives
effect to (i) property acquisition transactions from inception through March 31,
1998, including the receipt of $427,504,460 in gross offering proceeds from the
sale of 42,750,446 shares of common stock and the application of such proceeds
to purchase 255 properties (including 190 properties which consist of land and
building, one property through a joint venture arrangement which consists of
land and building, 20 properties which consist of building only and 44
properties which consist of land only), 17 of which were under construction at
March 31, 1998, to provide mortgage financing to the lessees of the 44
properties consisting of land only, and to pay organizational and offering
expenses, acquisition fees and miscellaneous acquisition expenses, (ii) the
receipt of $72,478,219 in gross offering proceeds from the sale of 7,247,822
additional shares of common stock during the period April 1, 1998 through June
16, 1998, (iii) the receipt of net sales proceeds in the amount of $1,233,479
relating to the sale of two properties (both on which a restaurant was being
developed) during the period April 1, 1998 through June 16, 1998 (iv) the
application of such funds and of cash and cash equivalents at March 31, 1998 to
purchase 56 additional properties acquired during the period April 1, 1998
through June 16, 1998 (11 of which are under construction and consist of land
and building and 45 which consist of land and building), to pay additional costs
for the 17 properties under construction at March 31, 1998, to pay offering
expenses, acquisition fees and miscellaneous acquisition expenses, (v) the
acquisition of an interest in a joint venture to own real property and (vi) the
application of such funds to purchase ten properties, including five properties
consisting of land and building and five properties consisting of building only,
for which the Company has made initial commitments to acquire as of June 16,
1998, all as reflected in the pro forma adjustments described in the related
notes. The Pro Forma Consolidated Balance Sheet as of March 31, 1998, includes
the transactions described in (i) above from the historical consolidated balance
sheet, adjusted to give effect to the transactions in (ii), (iii), (iv), (v) and
(vi) above, as if they had occurred on March 31, 1998.
The Pro Forma Consolidated Statements of Earnings for the quarter ended
March 31, 1998 and the year ended December 31, 1997, include the historical
operating results of the properties described in (i) above from the dates of
their acquisitions plus operating results for four of the properties that were
acquired by the Company during the period January 1, 1997 through June 16, 1998,
and had a previous rental history prior to the Company's acquisition of such
properties, from (A) the later of (1) the date the property became operational
as a rental property by the previous owner or (2) January 1, 1997, to (B) the
earlier of (1) the date the property was acquired by the Company or (2) the end
of the pro forma period presented. No pro forma adjustments have been made to
the Pro Forma Consolidated Statements of Earnings for the remaining properties
acquired by the Company during the period January 1, 1997 through June 16, 1998,
or the properties for which the Company has made initial commitments to acquire
as of June 16, 1998, due to the fact that these properties did not have a
previous rental history.
This pro forma consolidated financial information is presented for
informational purposes only and does not purport to be indicative of the
Company's financial results or condition if the various events and transactions
reflected therein had occurred on the dates, or been in effect during the
periods, indicated. This pro forma consolidated financial information should not
be viewed as predictive of the Company's financial results or conditions in the
future.
- 45 -
<PAGE>
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1998
<TABLE>
<CAPTION>
Pro Forma
ASSETS Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C>
Land and buildings on operating
leases, less accumulated
depreciation $214,371,528 $ 30,704,096 (a)
5,794,643 (b)
(1,233,479)(c) $249,636,788
Net investment in direct
financing leases (e) 50,282,444 62,627,546 (a)
6,374,107 (b) 119,284,097
Investment in joint venture - 1,508,650 (d) 1,508,650
Cash and cash equivalents 89,666,093 (35,101,071)(a)
(11,550,000)(b)
1,233,479 (c)
(1,431,939)(d) 42,816,562
Certificates of deposit 2,008,304 2,008,304
Receivables, less allowance for
doubtful accounts of $51,835
and $99,964 respectively 499,194 499,194
Mortgage notes receivable 17,537,978 17,537,978
Equipment notes receivable 13,005,058 13,005,058
Accrued rental income 2,410,494 2,410,494
Other assets 4,976,883 (1,484,158)(a)
(618,750)(b)
(76,711)(d) 2,797,264
----------- ------------ ------------
$394,757,976 $ 56,746,413 $451,504,389
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Line of credit $ 2,699,029 $ 2,699,029
Accrued construction costs
payable 7,759,202 $ (7,759,202)(a) -
Accounts payable and other
accrued expenses 319,573 319,573
Due to related parties 2,047,740 2,047,740
Rents paid in advance 871,957 871,957
Deferred rental income 776,016 776,016
Other payables 42,359 42,359
------------- ------------ -----------
Total liabilities 14,515,876 (7,759,202) 6,756,674
------------- ------------ -----------
Minority interest 284,092 284,092
------------- ------------ -----------
Stockholders' equity:
Preferred stock, without par
value. Authorized and unissued
3,000,000 shares - -
Excess shares, $0.01 par value per
share. Authorized and unissued
78,000,000 shares - -
Common stock, $0.01 par value per
share. Authorized 75,000,000
shares; issued and outstanding
42,770,446 shares; issued and
outstanding, as adjusted,
50,018,268 shares 427,704 72,478 (a) 500,182
Capital in excess of par value 382,541,408 64,433,137 (a) 446,974,545
Accumulated distributions in
excess of net earnings (3,011,104) (3,011,104)
------------ ------------ ------------
379,958,008 64,505,615 444,463,623
------------ ------------ ------------
$394,757,976 $ 56,746,413 $451,504,389
============ ============ ============
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements.
- 46 -
<PAGE>
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
QUARTER ENDED MARCH 31, 1998
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C>
Revenues:
Rental income from
operating leases $ 5,316,026 $ 36,914 (1) $ 5,352,940
Earned income from
direct financing leases (6) 1,362,672 26,311 (1) 1,388,983
Interest income from
mortgage notes receivable 433,077 433,077
Other interest income 1,205,687 (38,305)(2) 1,167,382
Other income 10,342 10,342
----------- --------- -----------
8,327,804 24,920 8,352,724
----------- --------- -----------
Expenses:
General operating and
administrative 499,388 499,388
Professional services 52,939 52,939
Asset management fees
to related party 362,659 6,790 (3) 369,449
State taxes 105,523 105,523
Depreciation and amortization 779,498 779,498
----------- --------- -----------
1,800,007 6,790 1,806,797
----------- --------- -----------
Earnings Before Minority
Interest in Income of
Consolidated Joint Venture 6,527,797 18,130 6,545,927
Minority Interest in Income of
Consolidated Joint Venture (7,768) (7,768)
----------- --------- -----------
Net Earnings $ 6,520,029 $ 18,130 $ 6,538,159
=========== ========= ===========
Earnings Per Share of
Common Stock (Basic
and Diluted) (5) $ 0.17 $ 0.17
=========== ===========
Weighted Average Number of
Shares of Common Stock
Outstanding (5) 39,240,871 39,240,871
=========== ===========
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements.
- 47 -
<PAGE>
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF EARNINGS
YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C>
Revenues:
Rental income from
operating leases $12,457,200 $ 100,361 (1) $12,557,561
Earned income from
direct financing leases (6) 3,033,415 56,640 (1) 3,090,055
Interest income from
mortgage notes receivable 1,687,456 1,687,456
Other interest income 2,254,375 (58,190)(2) 2,196,185
Other income 25,487 25,487
----------- ---------- -----------
19,457,933 98,811 19,556,744
----------- ---------- -----------
Expenses:
General operating and
administrative 944,763 944,763
Professional services 65,962 65,962
Asset and mortgage management
fees to related party 804,879 8,296 (3) 813,175
State taxes 251,358 251,358
Depreciation and amortization 1,795,062 4,321 (4) 1,799,383
----------- --------- -----------
3,862,024 12,617 3,874,641
----------- --------- -----------
Earnings Before Minority
Interest in Income of
Consolidated Joint Venture 15,595,909 86,194 15,682,103
Minority Interest in Income of
Consolidated Joint Venture (31,453) (31,453)
----------- --------- -----------
Net Earnings $15,564,456 $ 86,194 $15,650,650
=========== ========= ===========
Earnings Per Share of
Common Stock (Basic
and Diluted) (5) $ 0.66 $ 0.67
=========== ===========
Weighted Average Number of
Shares of Common Stock
Outstanding (5) 23,423,868 23,423,868
=========== ===========
</TABLE>
See accompanying notes to unaudited pro forma consolidated financial statements.
- 48 -
<PAGE>
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
FOR THE QUARTER ENDED MARCH 31, 1998
AND THE YEAR ENDED DECEMBER 31, 1997
Pro Forma Consolidated Balance Sheet:
(a) Represents gross proceeds of $72,478,219 from the issuance of 7,247,822
shares of common stock during the period April 1, 1998 through June 16,
1998 and $35,101,071 of cash and cash equivalents used (i) to acquire
56 properties (11 of which are under construction and consist of land
and building and 45 which consist of land and building) for
$82,939,968, (ii) to fund estimated construction costs of $13,405,198
($7,759,202 of which was accrued as construction costs payable at March
31, 1998) relating to 17 wholly owned properties under construction at
March 31, 1998, (iii) to pay acquisition fees of $3,261,520 and
reclassify from other assets $1,484,158 of acquisition fees previously
incurred relating to the acquired properties and (iv) to pay selling
commissions and offering expenses (stock issuance costs) of $7,972,604,
which have been netted against capital in excess of par value.
The pro forma adjustment to land and buildings on operating leases and
net investment in direct financing leases as a result of the above
transactions were as follows:
<TABLE>
<CAPTION>
Estimated purchase
price (including
construction and
closing costs) Acquisition fees
and additional allocated to
construction costs property Total
------------------ ---------------- -------------
<S> <C>
Arby's in Columbus, OH $ 973,987 $ 52,178 $ 1,026,165
Arby's in Atlanta, GA 1,225,727 65,664 1,291,391
Jack in the Box in Nacogdoches, TX 999,170 53,527 1,052,697
Jack in the Box in Gun Barrel City, TX 811,391 43,467 854,858
Jack in the Box in St. Louis, MO 1,149,508 61,581 1,211,089
Jack in the Box in Avondale, AZ 1,174,798 62,936 1,237,734
Chevy's Fresh Mex in Naperville, IL 2,200,000 117,857 2,317,857
Jack in the Box in Fresno, CA 972,341 52,090 1,024,431
Arby's in Arab, AL 649,250 34,781 684,031
Sonny's Real Pit Bar-B-Q in Athens, GA 1,534,616 82,212 1,616,828
Sonny's Real Pit Bar-B-Q in Conyers, GA 933,377 50,002 983,379
Sonny's Real Pit Bar-B-Q in Doraville, GA 1,349,107 72,274 1,421,381
Sonny's Real Pit Bar-B-Q in Jonesboro, GA 1,118,137 59,900 1,178,037
Sonny's Real Pit Bar-B-Q in Marietta, GA 1,364,908 73,120 1,438,028
Sonny's Real Pit Bar-B-Q in Norcross, GA 1,633,464 87,507 1,720,971
Sonny's Real Pit Bar-B-Q in Smyrna, GA 1,233,578 66,085 1,299,663
IHOP in Hollywood, CA 2,263,201 121,243 2,384,444
Golden Corral in Brunswick, GA 1,554,107 83,256 1,637,363
Wendy's in Knoxville, TN 960,054 51,431 1,011,485
Burger King in Atlanta, GA 922,967 49,445 972,412
18 Steak & Ale and 17 Bennigan's
restaurants 57,916,280 3,102,658 61,018,938
17 wholly owned properties under
construction at March 31, 1998 5,645,996 302,464 5,948,460
----------- ----------- -----------
$88,585,964 $ 4,745,678 $93,331,642
=========== =========== ===========
Adjustment classified as follows:
Land and buildings on operating leases $30,704,096
Net investment in direct financing leases 62,627,546
-----------
$93,331,642
===========
</TABLE>
- 49 -
<PAGE>
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
FOR QUARTER ENDED MARCH 31, 1998 AND
THE YEAR ENDED DECEMBER 31, 1997
Pro Forma Consolidated Balance Sheet - Continued:
(b) Represents the use of the Company's net offering proceeds to acquire
ten properties (including five properties consisting of land and
building and five properties consisting of building only) for which the
Company had made initial commitments to purchase as of June 16, 1998,
for an estimated cost of $11,550,000, and the allocation of $618,750 of
acquisition fees to these ten properties. See "Business Pending
Investments."
The pro forma adjustment to land and buildings on operating leases and
net investment in direct financing leases as a result of the above
commitments were as follows:
<TABLE>
<CAPTION>
Estimated purchase
price (including
construction and
closing costs) Acquisition fees
and additional allocated to
construction costs property Total
------------------ ---------------- -----------
<S> <C>
Initial commitments to acquire ten
properties as of June 16, 1998 $11,550,000 $ 618,750 $12,168,750
=========== =========== ===========
Adjustment classified as follows:
Land and buildings on operating leases $ 5,794,643
Net investment in direct financing leases 6,374,107
-----------
$12,168,750
===========
</TABLE>
(c) Represents net sales proceeds in the amount of $1,233,479 received in
conjunction with the sale of two properties (both on which a restaurant
was being developed), which were sold at approximately net carrying
value.
(d) Represents the use of the Company's net offering proceeds to acquire an
approximate 68 percent interest in CNL/Lee Vista Joint Venture which
owns a Bennigan's property in Orlando, Florida.
<TABLE>
<CAPTION>
Estimated contri-
bution to joint
venture (including
construction and Acquisition fees
closing costs) allocated to
and additional investment in
construction costs joint venture Total
------------------ ----------------- ----------
<S> <C>
Approximate 68 percent contribution
to joint venture $1,431,939 $ 76,711 $1,508,650
========== =========== ==========
</TABLE>
(e) In accordance with generally accepted accounting principles, leases in
which the present value of future minimum lease payments equals or
exceeds 90 percent of the value of the related properties are treated
as direct financing leases rather than as land and buildings. The
categorization of the leases has no effect on rental payments received.
- 50 -
<PAGE>
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
FOR THE QUARTER ENDED MARCH 31, 1998 AND
THE YEAR ENDED DECEMBER 31, 1997
Pro Forma Consolidated Statements of Earnings:
(1) Represents rental income from operating leases and earned income from
direct financing leases for four of the properties acquired during the
period January 1, 1997 through June 16, 1998, which had a previous
rental history prior to the acquisition of the property by the Company
(the "Pro Forma Properties "), for the period commencing (A) the later
of (i) the date the Pro Forma Property became operational as a rental
property by the previous owner or (ii) January 1, 1997, to (B) the
earlier of (i) the date the Pro Forma Property was acquired by the
Company or (ii) the end of the pro forma period presented. Each of the
four Pro Forma Properties was acquired from an affiliate who had
purchased and temporarily held title to the property. The
noncancellable leases for the Pro Forma Properties in place during the
period the affiliate owned the properties were assigned to the Company
at the time the Company acquired the properties. The following
presents the actual date the Pro Forma Properties were acquired or
placed in service by the Company as compared to the date the Pro Forma
Properties were treated as becoming operational as a rental property
for purposes of the Pro Forma Consolidated Statement of Earnings.
<TABLE>
<CAPTION>
Date Pro Forma
Date Placed Property Became
in Service Operational as
By the Company Rental Property
-------------- ---------------
<S> <C>
Burger King in Kent, OH February 1997 December 1996
Golden Corral in
Hopkinsville, KY February 1997 February 1997
Jack in the Box in
Folsom, CA October 1997 September 1997
IHOP in Hollywood, CA June 1998 June 1997
</TABLE>
In accordance with generally accepted accounting principles, lease
revenue from leases accounted for under the operating method is
recognized over the terms of the leases. For operating leases providing
escalating guaranteed minimum rents, income is reported on a
straight-line basis over the terms of the leases. For leases accounted
for as direct financing leases, future minimum lease payments are
recorded as a receivable. The difference between the receivable and the
estimated residual values less the cost of the properties is recorded
as unearned income. The unearned income is amortized over the lease
terms to provide a constant rate of return. Accordingly, pro forma
rental income from operating leases and earned income from direct
financing leases does not necessarily represent rental payments that
would have been received if the properties had been operational for the
full pro forma period.
Generally, the leases provide for the payment of percentage rent in
addition to base rental income. However, due to the fact that no
percentage rent was due under the leases for the Pro Forma Properties
during the portion of 1997 and 1998 that the previous owners held the
properties, no pro forma adjustment was made for percentage rental
income for the quarter ended March 31, 1998 and year ended December 31,
1997.
(2) Represents adjustment to interest income due to the decrease in the
amount of cash available for investment in interest bearing accounts
during the periods commencing (A) the later of (i) the dates the Pro
Forma Properties became operational as rental properties by the
previous owners or (ii) January 1, 1997, through (B) the earlier of (i)
the actual dates of acquisition by the Company or (ii) the end of the
pro forma period presented, as described in Note (1) above. The
estimated pro forma adjustment is based upon the fact that interest
income from interest bearing accounts was earned at a rate of
approximately four percent per annum by the Company during the quarter
ended March 31, 1998 and year ended December 31, 1997.
- 51 -
<PAGE>
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARY
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
STATEMENTS - CONTINUED
FOR THE QUARTER ENDED MARCH 31, 1998 AND
THE YEAR ENDED DECEMBER 31, 1997
Pro Forma Consolidated Statements of Earnings - Continued:
(3) Represents incremental increase in asset management fees relating to
the Pro Forma Properties for the period commencing (A) the later of (i)
the date the Pro Forma Properties became operational as rental
properties by the previous owners or (ii) January 1, 1997, through (B)
the earlier of (i) the date the Pro Forma Properties were acquired by
the Company or (ii) the end of the pro forma period presented, as
described in Note (1) above. Asset management fees are equal to 0.60%
of the Company's Real Estate Asset Value (estimated to be approximately
$5,642,000 for the Pro Forma Properties for the quarter ended March 31,
1998 and the year ended December 31, 1997), as defined in the Company's
prospectus.
(4) Represents incremental increase in depreciation expense of the building
portions of the Pro Forma Properties accounted for as operating leases
using the straight-line method over an estimated useful life of 30
years.
(5) Historical earnings per share were calculated based upon the weighted
average number of shares of common stock outstanding during the quarter
ended March 31, 1998 and the year ended December 31, 1997.
(6) See Note (e) under "Pro Forma Consolidated Balance Sheet" for a
description of direct financing leases.
- 52 -
<PAGE>
Item 8. Change in Fiscal Year.
Not applicable.
EXHIBITS
None.
- 53 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf by
the undersigned thereunto duly authorized.
CNL AMERICAN PROPERTIES FUND, INC.
Dated: June 23, 1998 By: /s/ Robert A. Bourne
---------------------
ROBERT A. BOURNE, President
