RULE 424(b)(3)
No. 33-90998
CNL INCOME FUND XVII, LTD.
AND
CNL INCOME FUND XVIII, LTD.
Supplement No. 3, dated July 31, 1996
to Prospectus, dated August 11, 1995
This Supplement is part of, and should be read in conjunction with, the
Prospectus dated August 11, 1995. This Supplement replaces all prior Supplements
to the Prospectus. Capitalized terms used in this Supplement have the same
meaning as in the Prospectus unless otherwise stated herein.
All subscriptions are for the purchase of Units of CNL Income Fund XVII,
Ltd. ("CNL XVII"). No offers are being made nor are the General Partners
accepting subscriptions for Units of CNL Income Fund XVIII, Ltd. ("CNL XVIII").
THE ACQUISITION OF UNITS OF ONE PARTNERSHIP WILL NOT ENTITLE THE INVESTOR TO ANY
OWNERSHIP INTEREST IN THE OTHER PARTNERSHIP OR ITS PROPERTIES.
Information as to proposed properties for which CNL XVII has received
initial commitments and as to the number and types of Properties acquired by CNL
XVII is presented as of July 10, 1996, and all references to commitments or
Property acquisitions should be read in that context. Proposed properties for
which CNL XVII receives initial commitments, as well as property acquisitions
that occur after July 10, 1996, will be reported in a subsequent Supplement.
THE OFFERING
SUBSCRIPTION PROCEDURES
As of November 3, 1995, CNL XVII had received aggregate subscription
proceeds of $1,602,498, which exceeded the minimum offering amount of
$1,500,000, and $1,507,498 of the funds (which excluded all funds received from
New York and Pennsylvania investors) were released from escrow. As of July 10,
1996, CNL XVII had received total subscription proceeds of $21,954,973
(2,195,497 Units) from 1,267 Limited Partners. As of July 10, 1996, CNL XVII had
invested or committed for investment approximately $16,600,000 of such proceeds
in 15 Properties and to pay Acquisition Fees and Acquisition Expenses, leaving
approximately $2,500,000 in Offering proceeds available for investment in
Properties. As of July 10, 1996, CNL XVII had incurred $987,974 in Acquisition
Fees to an Affiliate of the General Partners.
BUSINESS
PROPERTY ACQUISITIONS
CNL XVII. Since inception, CNL XVII has acquired 15 Properties. The
Properties are two Denny's Properties (one in each of Mesquite, Nevada, and
Kentwood, Michigan), three Golden Corral Properties (one in each of Orange Park,
Florida, Weatherford, Texas, and Aiken, South Carolina), two Burger King
Properties (one in each of Harvey and Chicago Ridge, Illinois), two Arby's
Properties (one in each of Muncie, Indiana, and Schertz, Texas), two Wendy's
Properties (one in each of Knoxville and Livingston, Tennessee), three Jack in
the Box Properties (one in each of Dinuba and El Dorado, California, and La
Porte, Texas) and one Boston Market Property (in Houston, Texas).
<PAGE>
The Denny's Property in Kentwood, Michigan, was acquired from an
Affiliate of the General Partners. The Affiliate had purchased and temporarily
held title to this Property in order to facilitate the acquisition of the
Property by CNL XVII. The purchase price paid by CNL XVII represented actual
costs incurred by the Affiliate to acquire the Property, including closing
costs.
In connection with the purchase of each of these 15 Properties, CNL
XVII, as lessor, entered into a long-term lease agreement with an unaffiliated
lessee. The general terms of the lease agreements are described in the section
of the Prospectus entitled "Business - Description of Leases." The two Denny's
Properties are leased to DeAmerica Corporation; the three Golden Corral
Properties are leased to Golden Corral Corporation; the two Burger King
Properties are leased to National Restaurant Enterprises Inc.; the two Arby's
Properties are leased to RTM Indianapolis, Inc. and RTM Southwest Texas, Inc.,
affiliated entities under common control; the two Wendy's Properties are leased
to Southeast Food Services Corporation; the three Jack in the Box Properties are
leased to Foodmaker, Inc. and the Boston Market Property is leased to BC Texas,
Inc.
For the Properties that are to be constructed, CNL XVII has entered into
development and indemnification and put agreements with the lessees. The general
terms of these agreements are described in the section of the Prospectus
entitled "Business - Site Selection and Acquisition of Properties - Construction
and Renovation."
As of July 10, 1996, CNL XVII had initial commitments to acquire six
additional properties. The acquisition of each of these properties is subject to
the fulfillment of certain conditions, including, but not limited to, a
satisfactory environmental survey and property appraisal. There can be no
assurance that any or all of the conditions will be satisfied or, if satisfied,
that one or more of these properties will be acquired by CNL XVII. If acquired,
the leases of all six of these properties are expected to be entered into on
substantially the same terms described in the Prospectus in the section entitled
"Business - Description of Leases," except as described below.
In connection with the Wendy's property in Carmel Mountain, California,
CNL XVII anticipates owning only the building and not the underlying land.
However, CNL XVII anticipates entering into a tri-party agreement with the
lessee and the landlord of the land in order to provide CNL XVII with certain
rights with respect to the land on which the building is located.
Set forth below are summarized terms expected to apply to the leases for
each of the properties. More detailed information relating to a property and its
related lease will be provided at such time, if any, as the property is
acquired.
CNL XVIII. As of the date of this Supplement, CNL XVIII has not entered
into negotiations to purchase any properties, nor has CNL XVIII acquired any
properties.
- 2 -
<PAGE>
PROPOSED PROPERTY ACQUISITIONS
As of July 10, 1996
<TABLE>
<CAPTION>
Lease Term and
Property Renewal Options Minimum Annual Rent
<S> <C>
Burger King 20 years; two five-year renewal 10.75% of Total Cost (1)
Munster, IN options
Restaurant to be constructed
Wendy's (2) 20 years; three five-year renewal 11.98% of CNL XVII's total cost
Carmel Mountain, CA options to purchase the building;
Existing restaurant increases by 8% after the fifth
lease year and after every five
years thereafter during the
lease term
Fazoli's 20 years; two five-year renewal 11.75% of Total Cost (1);
Warner Robbins, GA options increases by 10% after the
Restaurant to be constructed fifth lease year and after
every five years thereafter
during the lease term
Popeyes 20 years; two five-year renewal 11.75% of Total Cost (1);
Warner Robbins, GA options increases by 10% after the
Restaurant to be constructed fifth lease year and after
every five years thereafter
during the lease term
Boston Market 15 years; five five-year renewal 10.40% of the total cost to
Troy, OH options purchase the property;
Existing Restaurant increases by 10% after the
fifth lease year and after
every five years thereafter
during the lease term
Burger King 20 years; two five-year renewal 11% of Total cost (1)
Lyons, IL options
Restaurant to be constructed
</TABLE>
<TABLE>
<CAPTION>
Percentage Rent Option to Purchase
<S> <C>
Burger King for each lease year, (i) 8.5% None
Munster, IN of annual gross sales minus
Restaurant to be constructed (ii) the minimum annual rent
for such lease year
Wendy's (2) for each lease year, (i) 6% upon the expiration of the
Carmel Mountain, CA of annual gross sales times initial term of the lease
Existing restaurant the Building Overage and during any renewal
Multiplier (3) minus (ii) the period thereafter (4)
minimum annual rent for such
lease year
Fazoli's for each lease year, (i) 6% at any time after the
Warner Robbins, GA of annual gross sales minus seventh lease year
Restaurant to be constructed (ii) the minimum annual rent
for such lease year
Popeyes for each lease year, (i) 6% at any time after the
Warner Robbins, GA of annual gross sales minus seventh lease year
Restaurant to be constructed (ii) the minimum annual rent
for such lease year
Boston Market for each lease year after the at any time after the fifth
Troy, OH fifth lease year, (i) 5% of lease year
Existing Restaurant annual gross sales minus (ii)
the minimum annual rent for
such lease year
Burger King for each lease year, (i) 8.5% None
Lyons, IL of annual gross sales minus
Restaurant to be constructed (ii) the minimum annual rent
for such lease year
</TABLE>
FOOTNOTES:
(1) 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.
(2) CNL XVII anticipates owning only the building for this property. CNL
XVII will not own the underlying land; although, CNL XVII anticipates
entering into a tri-party agreement with the lessee and the landlord of
the land in order to provide CNL XVII with certain rights with respect
to the land on which the building is located.
(3) The "Building Overage Multiplier" is calculated as follows:
Building Overage Multiplier = (purchase price of the
building)/[purchase price of the building + (initial annual rent
due under the land lease/10.50%)]
(4) In the event that the aggregate amount of percentage rent paid by the
lessee to CNL XVII over the term of the lease shall equal or exceed 15%
of the purchase price of the building paid by CNL XVII, then the option
purchase price shall equal one dollar. In the event that the aggregate
amount of percentage rent paid by the lessee to CNL XVII over the term
of the lease shall be less than 15% of the purchase price paid by CNL
XVII, then the option purchase price shall equal the difference of 15%
of the purchase price of the building paid by CNL XVII, less the
aggregate amount of percentage rent paid by the lessee to CNL XVII over
the term of the lease.
- 4 -
<PAGE>
The following table sets forth the location of the 15 Properties acquired by CNL
XVII from inception through July 10, 1996, a description of the competition, and
a summary of the principal terms of the acquisition and lease of each Property.
- 5 -
<PAGE>
PROPERTY ACQUISITIONS
From Inception through July 10, 1996
<TABLE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- --------- -------- ----------------
<S> <C>
Denny's (10) $327,333 12/20/95 12/2015; two five-
(the "Mesquite Property") (excluding year renewal
Restaurant to be constructed closing and options
development
The Mesquite Property is located at the costs) (3)
northeast corner of the intersection of
Mesquite Boulevard and Hillside Drive in
Mesquite, Clark County, Nevada, in an area of
primarily retail, commercial, and residen-
tial development. Other fast-food and family-
style restaurants located in proximity to the
Mesquite Property include a Burger King, a
McDonald's, and a local restaurant.
Golden Corral (6) $1,859,080 03/05/96 03/2011; four five-
(the "Orange Park Property") (excluding year renewal
Existing restaurant closing costs) options
The Orange Park Property is located at the
west side of Blanding Boulevard north of
Belmont Avenue in Orange Park, Clay County,
Florida, in an area of primarily retail,
commercial, and residential development.
Other fast-food and family style restaurants
located in proximity to the Orange Park
Property include a KFC, a Papa John's Pizza, a
Pizza Hut Delivery, a Hardee's, an Applebee's,
a Burger King, a Fazoli's, a McDonald's, a
Ryan's Steakhouse, a Popeye's, a Boston
Market, a Sonny's Barbecue, and several local
restaurants.
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Denny's (10) 10.625% of Total Cost for each lease during the
(the "Mesquite Property") (4); increases by 11% year, (i) 5% of eighth, tenth,
Restaurant to be constructed after the fifth lease annual gross and twelfth
year and after every sales minus (ii) lease years
The Mesquite Property is located at the five years thereafter the minimum only
northeast corner of the intersection of during the lease term annual rent for
Mesquite Boulevard and Hillside Drive in such lease year
Mesquite, Clark County, Nevada, in an area of (5)
primarily retail, commercial, and residen-
tial development. Other fast-food and family-
style restaurants located in proximity to the
Mesquite Property include a Burger King, a
McDonald's, and a local restaurant.
Golden Corral (6) $199,851 (7) for each lease (8)
(the "Orange Park Property") year, 5% of the
Existing restaurant amount by which
annual gross
The Orange Park Property is located at the sales exceed
west side of Blanding Boulevard north of $3,390,852 (5)
Belmont Avenue in Orange Park, Clay County,
Florida, in an area of primarily retail,
commercial, and residential development.
Other fast-food and family style restaurants
located in proximity to the Orange Park
Property include a KFC, a Papa John's Pizza, a
Pizza Hut Delivery, a Hardee's, an Applebee's,
a Burger King, a Fazoli's, a McDonald's, a
Ryan's Steakhouse, a Popeye's, a Boston
Market, a Sonny's Barbecue, and several local
restaurants.
<PAGE>
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- --------- -------- ----------------
<S> <C>
Burger King (11) $1,160,884 03/06/96 02/2016; two five-
(the "Harvey Property") (excluding year renewal
Existing restaurant closing costs) options
The Harvey Property is located at the
southwest corner of 167th Street and Sherman
Street in Harvey, Cook County, Illinois, in an
area of primarily retail, commercial, and
residential development. Other fast-food and
family-style restaurants located in proximity
to the Harvey Property include a Denny's, a
Hardee's, an Arby's, a McDonald's, a Long John
Silver's, an International House of Pancakes,
a Subway Sandwich Shop, a Taco Bell, a Dunkin
Donuts, a Wendy's, and several local
restaurants.
Golden Corral (6) $302,152 03/07/96 09/2011; four five-
(the "Weatherford Property") (excluding year renewal
Restaurant to be constructed closing and options
development
The Weatherford Property is located on Main costs) (3)
Street approximately 1/4 mile north of the I-
20 Interchange in Weatherford, Parker County,
Texas, in an area of primarily retail and
commercial development. Other fast-food and
family-style restaurants located in proximity
to the Weatherford Property include a Taco
Bell, a McDonald's, a Long John Silver's, an
Arby's, a Pizza Hut, a Jack in the Box, a KFC,
a Whataburger, and several local restaurants.
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent to Purchase
- --------------------------------- --------------- --------------- -----------
<S> <C>
Burger King (11) $123,200 for each lease None
(the "Harvey Property") year, (i) 8.5%
Existing restaurant of annual gross
sales minus (ii)
The Harvey Property is located at the the minimum
southwest corner of 167th Street and Sherman annual rent for
Street in Harvey, Cook County, Illinois, in an such lease year
area of primarily retail, commercial, and (5)
residential development. Other fast-food and
family-style restaurants located in proximity
to the Harvey Property include a Denny's, a
Hardee's, an Arby's, a McDonald's, a Long John
Silver's, an International House of Pancakes,
a Subway Sandwich Shop, a Taco Bell, a Dunkin
Donuts, a Wendy's, and several local
restaurants.
Golden Corral (6) 10.75% of Total Cost for each lease (8)
(the "Weatherford Property") (4)(7) year, 5% of the
Restaurant to be constructed amount by which
annual gross
The Weatherford Property is located on Main sales exceed
Street approximately 1/4 mile north of the I- $2,190,715 (5)
20 Interchange in Weatherford, Parker County,
Texas, in an area of primarily retail and
commercial development. Other fast-food and
family-style restaurants located in proximity
to the Weatherford Property include a Taco
Bell, a McDonald's, a Long John Silver's, an
Arby's, a Pizza Hut, a Jack in the Box, a KFC,
a Whataburger, and several local restaurants.
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- --------- -------- ----------------
<S> <C>
Denny's (10) $853,881 03/19/96 09/2015; two five-
(the "Kentwood Property") (excluding year renewal
Existing restaurant closing costs) options
The Kentwood Property is located at the
southeast corner of Division Avenue, S.E. and
Kellogg Woods Drive, S.E., Kentwood, Kent
County, Michigan, in an area of primarily
retail and residential development. Other
fast-food and family-style restaurants located
in proximity to the Kentwood Property include
a Blimpie's and a local pizza restaurant.
Arby's (12) $826,736 03/20/96 03/2016; two five-
(the "Muncie Property") (excluding year renewal
Existing restaurant closing costs) options
The Muncie Property is located at the
southwest quadrant of the Intersection of
Tillotson Avenue and Ethel Street in Muncie,
Delaware County, Indiana, in an area of
primarily retail, commercial, and residential
development. Other fast-food and family-style
restaurants located in proximity to the Muncie
Property include a Taco Bell, a McDonald's, a
Long John Silver's, a Rax, a Pizza Hut, and
several local restaurants.
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent to Purchase
- --------------------------------- ----------------- --------------- -----------
<S> <C>
Denny's (10) $102,673; increases (9) during the
(the "Kentwood Property") by 15% after the eight lease
Existing restaurant fifth lease year and year only
after every five
The Kentwood Property is located at the years thereafter
southeast corner of Division Avenue, S.E. and during the lease term
Kellogg Woods Drive, S.E., Kentwood, Kent
County, Michigan, in an area of primarily
retail and residential development. Other
fast-food and family-style restaurants located
in proximity to the Kentwood Property include
a Blimpie's and a local pizza restaurant.
Arby's (12) $84,740; increases by for each lease during the
(the "Muncie Property") 4.14% after the third year, (i) 4% of eighth and
Existing restaurant lease year and after annual gross eleventh lease
every three years sales minus (ii) years only
The Muncie Property is located at the thereafter during the the minimum
southwest quadrant of the Intersection of lease term annual rent for
Tillotson Avenue and Ethel Street in Muncie, such lease year
Delaware County, Indiana, in an area of (5)
primarily retail, commercial, and residential
development. Other fast-food and family-style
restaurants located in proximity to the Muncie
Property include a Taco Bell, a McDonald's, a
Long John Silver's, a Rax, a Pizza Hut, and
several local restaurants.
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- --------- -------- ----------------
<S> <C>
Burger King (11) $1,177,531 03/27/96 07/2016; two five-
(the "Chicago Ridge Property") (excluding year renewal
Restaurant to be constructed closing and options
development
The Chicago Ridge Property is located on the costs) (3)
east side of Harlem Avenue in Chicago Ridge,
Cook County, Illinois, in an area of primarily
retail, commercial, and residential
development. Other fast-food and family-style
restaurants located in proximity to the
Chicago Ridge Property include a Wendy's, a
Checkers, a McDonald's, and a Taco Bell.
Golden Corral (6) $463,027 04/03/96 09/2011; four five-
(the "Aiken Property") (excluding year renewal
Restaurant to be constructed closing and options
development
The Aiken Property is located at the west side costs) (3)
of Whiskey Road in Aiken, Aiken County, South
Carolina, in an area of primarily retail,
commercial, and residential development.
Other fast-food and family-style restaurants
located in proximity to the Aiken Property
include a Ruby Tuesday, a Red Lobster, a
Waffle House, a Ryan's Steakhouse, a
McDonald's, an Applebee's, a Burger King, an
Arby's, a Captain D's, a Pizza Hut, a
Shoney's, and several local restaurants.
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent to Purchase
- --------------------------------- ---------------- --------------- -----------
<S> <C>
Burger King (11) 11% of Total Cost (4) for each lease None
(the "Chicago Ridge Property") year, (i) 8.5%
Restaurant to be constructed of annual gross
sales minus (ii)
The Chicago Ridge Property is located on the the minimum
east side of Harlem Avenue in Chicago Ridge, annual rent for
Cook County, Illinois, in an area of primarily such lease year
retail, commercial, and residential (5)
development. Other fast-food and family-style
restaurants located in proximity to the
Chicago Ridge Property include a Wendy's, a
Checkers, a McDonald's, and a Taco Bell.
Golden Corral (6) 10.75% of Total Cost for each lease (8)
(the "Aiken Property") (4)(7) year, 5% of the
Restaurant to be constructed amount by which
annual gross
The Aiken Property is located at the west side sales exceed
of Whiskey Road in Aiken, Aiken County, South $2,617,437 (5)
Carolina, in an area of primarily retail,
commercial, and residential development.
Other fast-food and family-style restaurants
located in proximity to the Aiken Property
include a Ruby Tuesday, a Red Lobster, a
Waffle House, a Ryan's Steakhouse, a
McDonald's, an Applebee's, a Burger King, an
Arby's, a Captain D's, a Pizza Hut, a
Shoney's, and several local restaurants.
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- --------- -------- ----------------
<S> <C>
Wendy's (14) $320,543 05/08/96 05/2016; two five-
(the "Knoxville Property") (excluding year renewal
Restaurant to be constructed closing and options
development
The Knoxville Property is located on the costs) (3)
north side of Emory Road at the north corner
of Dean Rutherford Road in Knoxville, Knox
County, Tennessee, in an area of primarily
retail, commercial, and residential
development. Other fast-food and family-
style restaurants located in proximity to
the Knoxville Property include a McDonald's,
a Subway Sandwich Shop, a Taco Bell, a
Waffle House, a Hardee's, and several local
restaurants.
Jack in the Box (13) $312,763 05/22/96 05/2014; four five-
(the "Dinuba Property") (excluding year renewal
Restaurant to be constructed closing and options
development
The Dinuba Property is located on the south costs) (3)
side of El Monte Way in Dinuba, Tulare
County, California, in an area of primarily
retail, commercial, and residential
development. Other fast-food and family-
style restaurants in proximity to the Dinuba
Property include a KFC, a McDonald's, a
Pizza Hut, a Burger King, and a Subway.
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent to Purchase
- --------------------------------- ---------------- --------------- -----------
<S> <C>
Wendy's (14) 10.25% of Total Cost; for each lease year, at any time
(the "Knoxville Property") increases to 10.76% (i) 6% of annual after the
Restaurant to be constructed of Total Cost during gross sales minus seventh lease
the fourth through (ii) the minimum year
sixth lease years, annual rent for such
The Knoxville Property is located on the 11.95% of Total Cost lease year
north side of Emory Road at the north corner during the seventh
of Dean Rutherford Road in Knoxville, Knox through tenth lease
County, Tennessee, in an area of primarily years, 12.70% of
retail, commercial, and residential Total Cost during the
development. Other fast-food and family- eleventh through
style restaurants located in proximity to fifteenth lease
the Knoxville Property include a McDonald's, years, and 13.97% of
a Subway Sandwich Shop, a Taco Bell, a Total Cost during the
Waffle House, a Hardee's, and several local sixteenth through
restaurants. twentieth lease years
(4)
Jack in the Box (13) 10.75% of Total Cost for each lease year, at any time
(the "Dinuba Property") (4); increases by 8% (i) 5% of annual after the
Restaurant to be constructed after the fifth lease gross sales minus seventh lease
year and by 10% after (ii) the minimum year
The Dinuba Property is located on the south every five years annual rent for such
side of El Monte Way in Dinuba, Tulare thereafter during the lease year (5)
County, California, in an area of primarily lease term
retail, commercial, and residential
development. Other fast-food and family-
style restaurants in proximity to the Dinuba
Property include a KFC, a McDonald's, a
Pizza Hut, a Burger King, and a Subway.
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- --------- -------- ----------------
<S> <C>
Wendy's (14) $223,224 06/05/96 06/2016; two five-
(the "Livingston Property") (excluding year renewal
Restaurant to be constructed closing and options
development
The Livingston Property is located on the costs) (3)
south side of West Main Street in
Livingston, Overton County, Tennessee, in an
area of primarily retail, commercial, and
residential development. Other fast-food
and family-style restaurants located in
proximity to the Livingston Property include
a McDonald's, a Subway Sandwich Shop, a
Hardee's, a KFC, a Dairy Queen, a Pizza Hut,
and several local restaurants.
Boston Market $812,696 06/19/96 06/2011; five five-
(the "Houston Property") (excluding year renewal
Existing restaurant closing costs) options
The Houston Property is located on the south
side of West 34th Street in Houston, Harris
County, Texas, in an area of primarily
retail, commercial, and residential
development. Other fast-food and family-
style restaurants located in proximity to
the Houston Property include a Jack in the
Box, a Ryan's Steak House, a Pizza Inn, a
Church's, a KFC, a Black Eyed Pea, a
Bennigan's, a Denny's, a Chili's, an Olive
Garden, and several local restaurants.
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent to Purchase
- --------------------------------- -------------------- ----------------- -----------
<S> <C>
Wendy's (14) 10.25% of Total Cost; for each lease year, at any time
(the "Livingston Property") increases to 10.76% (i) 6% of annual after the
Restaurant to be constructed of Total Cost during gross sales minus seventh lease
the fourth through (ii) the minimum year
The Livingston Property is located on the sixth lease years, annual rent for such
south side of West Main Street in 11.95% of Total Cost lease year
Livingston, Overton County, Tennessee, in an during the seventh
area of primarily retail, commercial, and through tenth lease
residential development. Other fast-food years, 12.70% of
and family-style restaurants located in Total Cost during the
proximity to the Livingston Property include eleventh through
a McDonald's, a Subway Sandwich Shop, a fifteenth lease
Hardee's, a KFC, a Dairy Queen, a Pizza Hut, years, and 13.97% of
and several local restaurants. Total Cost during the
sixteenth through
twentieth lease years
(4)
Boston Market $84,520; increases by for each lease year at any time
(the "Houston Property") 10% after the fifth after the fifth lease after the
Existing restaurant lease year and after year, (i) 4% of fifth year
every five years annual gross sales
The Houston Property is located on the south thereafter during the minus (ii) the
side of West 34th Street in Houston, Harris lease term minimum annual rent
County, Texas, in an area of primarily for such lease year
retail, commercial, and residential
development. Other fast-food and family-
style restaurants located in proximity to
the Houston Property include a Jack in the
Box, a Ryan's Steak House, a Pizza Inn, a
Church's, a KFC, a Black Eyed Pea, a
Bennigan's, a Denny's, a Chili's, an Olive
Garden, and several local restaurants.
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- --------- -------- ----------------
<S> <C>
Arby's (12) $774,722 06/19/96 06/2016; two five-
(the "Schertz Property") (excluding year renewal
Existing restaurant closing costs) options
The Schertz Property is located on the
southwest corner of FM 3009 and Triton Drive
in Schertz, Guadalupe County, Texas, in an
area of primarily retail, commercial, and
residential development. Other fast-food
and family-style restaurants located in
proximity to the Schertz Property include a
Wendy's, a McDonald's, a Jack in the Box, a
Denny's, and several local restaurants.
Jack in the Box (13) $586,693 07/09/96 07/2014; four five-
(the "El Dorado Property") (excluding year renewal
Restaurant to be constructed closing and options
development
The El Dorado Property is located on the costs) (3)
northeast quadrant of El Dorado Hills
Boulevard and Saratoga Way in El Dorado,
Placer County, California, in an area of
primarily retail, commercial, and
residential development. Other fast-food
and family-style restaurants located in
proximity to the El Dorado Property include
a McDonald's, a Taco Bell and a Subway
Sandwich Shop.
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- -------------------- -------------------- -----------
<S> <C>
Arby's (12) $79,409; increases by for each lease year, during the
(the "Schertz Property") 4.14% after the third (i) 4% of annual seventh and
Existing restaurant lease year and after gross sales minus tenth lease
every three years (ii) the minimum years only
The Schertz Property is located on the thereafter during the annual rent for such
southwest corner of FM 3009 and Triton Drive lease term lease year
in Schertz, Guadalupe County, Texas, in an
area of primarily retail, commercial, and
residential development. Other fast-food
and family-style restaurants located in
proximity to the Schertz Property include a
Wendy's, a McDonald's, a Jack in the Box, a
Denny's, and several local restaurants.
Jack in the Box (13) 10.75% of Total Cost for each lease year, at any time
(the "El Dorado Property") (4); increases by 8% (i) 5% of annual after the
Restaurant to be constructed after the fifth lease gross sales minus seventh leas
year and 10% after (ii) the minimum year
The El Dorado Property is located on the every five years annual rent for such
northeast quadrant of El Dorado Hills thereafter during the lease year (5)
Boulevard and Saratoga Way in El Dorado, lease term
Placer County, California, in an area of
primarily retail, commercial, and
residential development. Other fast-food
and family-style restaurants located in
proximity to the El Dorado Property include
a McDonald's, a Taco Bell and a Subway
Sandwich Shop.
<CAPTION>
Lease Expira-
Purchase Date tion and
Property Location and Competition Price (1) Acquired Renewal Options
- --------------------------------- --------- -------- ----------------
<S> <C>
Jack in the Box (13) $343,409 07/09/96 07/2014; four five-
(the "La Porte Property") (excluding year renewal
Restaurant to be constructed closing and options
development
The La Porte Property is located on the costs) (3)
northwest quadrant of the intersection of
Highway 146 and Fairmont Parkway in La
Porte, Harris County, Texas, in an area of
primarily retail and commercial development.
Other fast-food and family-style restaurants
located in proximity to the La Porte
Property include a Burger King, a Subway
Sandwich Shop and a McDonald's.
<CAPTION>
Minimum Option
Property Location and Competition Annual Rent (2) Percentage Rent To Purchase
- --------------------------------- -------------------- --------------------- ------------
<S> <C>
Jack in the Box (13) 10.75% of Total Cost for each lease year, at any time
(the "La Porte Property") (4); increases by 8% (i) 5% of annual after the
Restaurant to be constructed after the fifth lease gross sales minus seventh lease
year and 10% after (ii) the minimum year
The La Porte Property is located on the every five years annual rent for such
northwest quadrant of the intersection of thereafter during the lease year (5)
Highway 146 and Fairmont Parkway in La lease term
Porte, Harris County, Texas, in an area of
primarily retail and commercial development.
Other fast-food and family-style restaurants
located in proximity to the La Porte
Property include a Burger King, a Subway
Sandwich Shop and a McDonald's.
</TABLE>
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:
<TABLE>
<CAPTION>
Property Federal Tax Basis Property Federal Tax Basis
<S> <C>
Mesquite Property $ 903,000 Knoxville Property $482,000
Orange Park Property 1,302,000 Dinuba Property 543,000
Harvey Property 746,000 Livingston Property 480,000
Weatherford Property 930,000 Houston Property 492,000
Kentwood Property 624,000 Schertz Property 570,000
Muncie Property 628,000 El Dorado Property 585,000
Chicago Ridge Property 643,000 La Porte Property 564,000
Aiken Property 1,009,000
</TABLE>
(2) Minimum annual rent for each of the Properties became payable on the
effective date of the lease, except as indicated below. For the Mesquite
Property, minimum annual rent will become due and payable on the earlier
of (i) the date the restaurant opens for business to the public, (ii)
the date the certificate of occupancy for the restaurant is issued or
(iii) 150 days after the execution of the lease. For the Chicago Ridge
Property, minimum annual rent will become due and payable on the earlier
of (i) the date the certificate of occupancy for the restaurant is
issued, (ii) the date the restaurant opens for business to the public or
(iii) 120 days after execution of the lease. For the Weatherford and
Aiken Properties, minimum annual rent will become due and payable on the
earlier of (i) the date the restaurant opens for business to the public,
(ii) the date the certificate of occupancy for the restaurant is issued
or (iii) 180 days after the execution of the lease. For the Knoxville
and Livingston Properties, minimum annual rent will become due and
payable on the earlier of (i) the date the certificate of occupancy for
the restaurant is issued, (ii) the date the restaurant opens for
business to the public, (iii) 120 days after execution of the lease or
(iv) the date the tenant received from the landlord its final funding of
the construction costs. For the Dinuba, El Dorado and La Porte
Properties, minimum annual rent will become due and payable on the
earlier of (i) the date the restaurant opens for business to the public
or (ii) 180 days after the execution of the lease. During the period
commencing with the effective date of the lease to the date minimum
annual rent becomes payable for the Knoxville and Livingston Properties,
the tenants shall pay "interim rent" equal to 10.25% times the amount
funded by CNL XVII in connection with the purchase and construction of
these Properties. For the Dinuba, El Dorado and La Porte Properties, the
tenant shall pay "interim rent" equal to 10.75% times the amount funded
by CNL XVII in connection with the purchase and construction of these
Properties.
(3) The development agreements for Properties on which restaurants are to be
constructed provide that construction must be completed no later than
the dates set forth below. The maximum cost to CNL XVII (including the
purchase price of the land, development costs (if applicable), and
closing and acquisition costs) is not expected to, but may, exceed the
amounts set forth below:
- 14 -
<PAGE>
Estimated
Property Maximum Cost Estimated Final Completion Date
Mesquite Property $1,182,964 Opened for business April 12, 1996
Weatherford Property 1,190,000 September 3, 1996
Chicago Ridge Property 1,351,679 Opened for business May 13, 1996
Aiken Property 1,509,380 September 30, 1996
Knoxville Property 800,924 September 5, 1996
Dinuba Property 824,128 November 18, 1996
Livingston Property 697,839 October 3, 1996
El Dorado Property 1,142,971 January 5, 1997
La Porte Property 871,476 January 5, 1997
(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, and in the case of the
Mesquite, Weatherford and Aiken Properties, (iv) "construction financing
costs" during the development period.
(5) Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).
(6) The lessee of the Orange Park, Weatherford and Aiken Properties is the
same unaffiliated lessee.
(7) If the lessee elects to renew the lease after the initial 15-year term,
then beginning with the commencement of the first extension term of the
lease, and continuing throughout any subsequent extension terms, the
lessee shall be obligated to pay CNL XVII minimum monthly rent equal to
the greater of (i) 115% of the monthly minimum annual rent payable
during the last month of the initial term of the lease, or (ii) 1/12th
of the total of the minimum annual rent payable during the initial term
plus the percentage rent during the 12-month period immediately
preceding the first day of such extension term. In addition, if the
lessee enters into a sublease of the property prior to the 11th lease
year with any person other than a franchisee, licensee, or other
affiliate of the lessee, then the minimum annual rent shall increase by
15% every five years after commencement of the sublease. Minimum annual
rent does not increase in connection with any assignment of the lease.
(8) If the Property is not producing percentage rent and the lessee
determines, in good faith, that the restaurant has become uneconomic and
unsuitable, in the case of the Orange Park, Weatherford and Aiken
Properties the lessee may elect:
(A) During the first through seventh and again during the tenth through
15th lease years:
(i) to purchase the Property for a purchase price, net of closing
costs, equal to the greater of (a) the then fair-market value of
the Property as determined by an independent appraisal, or (b)
100% of CNL XVII's original cost for the Property if CNL XVII is
successful in effectuating
- 15 -
<PAGE>
the lessee's purchase through a tax-free "like-kind" exchange, or 120%
of CNL XVII's original cost for the Property if a tax-free, "like-kind"
exchange is not effectuated; or
(ii) to sublet the Property as described in the section of the
Prospectus entitled "Description of Leases - Assignment and Sublease,"
and in the case of a sublease that requires the consent of CNL XVII, the
minimum annual rent will increase by 15% on the first day of the fifth
year of the sublease and the first day of each fifth lease year
thereafter; or
(iii) to substitute the Property for another Golden Corral restaurant
Property on terms similar to those described in the section of the
Prospectus entitled "Description of Leases - Substitution of
Properties."
(B) During the eighth and ninth lease year, to close the restaurant
upon 60 days' prior written notice to CNL XVII and continue to
meet all of its obligations under the lease until such time as
the lessee finds a new lessee or a purchaser for the Property. If
the Property is sold pursuant to this provision, the lessee shall
reimburse to CNL XVII 100% of any deficiency between the sale
price and CNL XVII's original cost for the Property up to
$200,000, plus one-half of any deficiency over $400,000. CNL XVII
will bear 100% of any deficiency between the sale price and the
Company's original cost for the Property over $200,000 up to
$400,000, plus one-half of any deficiency over $400,000.
If the lessee and CNL XVII enter into more than three Golden Corral
leases, then the option to close the restaurant will apply to the first
three Golden Corral leases (the "Three Leases"). The lessee may only
exercise the option to close with respect to any two of such Three
Leases. At such time as the lessee has exercised its rights to close the
restaurant with respect to any two of the Three Leases, its right with
respect to the third lease will automatically terminate.
(9) Within 20 days after the expiration of the first 24 calendar months of
the lease (the "Base Period") (as defined in the lease), the lessee must
pay to CNL XVII 5% of the amount by which gross sales for the last 12
months of the Base Period exceed four times the average quarterly gross
sales for the Base Period (the "Base Figure"). After the expiration of
the Base Period and continuing each lease year thereafter during the
term of the lease, lessee must pay percentage rent equal to: (i)
one-fourth of the initial minimum annual rental (without adjustment)
plus 5% of the amount by which gross sales for the then-ended calendar
quarter exceeds the Base Figure; minus (ii) one-fourth of the minimum
annual rent (as adjusted).
(10) The lessee of the Mesquite and Kentwood Properties is the same
unaffiliated lessee.
(11) The lessee of the Harvey and Chicago Ridge Properties is the same
unaffiliated lessee.
(12) The lessees of the Muncie and Schertz Properties are affiliated with one
another, but unaffiliated with CNL XVII.
(13) The lessee of the Dinuba, El Dorado, and La Porte Properties is the same
unaffiliated lessee.
(14) The lessee of the Knoxville and the Livingston Properties is the same
unaffiliated lessee.
- 16 -
<PAGE>
MANAGEMENT COMPENSATION
FEES AND EXPENSES PAID TO THE
GENERAL PARTNERS AND THEIR AFFILIATES
Selling Commissions. The Placement Agent, CNL Securities Corp., is
entitled to receive Selling Commissions amounting to 8.5% of the Limited
Partners' Capital Contributions for services in connection with selling the
Units, a substantial portion of which will be paid as Selling Commissions to
other broker-dealers. As of March 31, 1996, CNL XVII had incurred $1,113,329 for
Selling Commissions due to the Placement Agent, a substantial portion of which
($1,040,072) has since been paid as commissions to other Soliciting Dealers. As
of March 31, 1996, CNL XVIII has not incurred any Selling Commissions. CNL
Securities Corp. also is entitled to receive a due diligence expense
reimbursement fee equal to 0.5% of the Limited Partners' Capital Contributions.
As of March 31, 1996, CNL XVII had incurred $65,490 in due diligence expense
reimbursement fees due to the Placement Agent. A portion of these fees has since
been reallowed to other Soliciting Dealers, and all due diligence expenses will
be paid from such fees. As of March 31, 1996, CNL XVIII had not incurred any due
diligence expense reimbursement fees.
Acquisition Fees. CNL Fund Advisors, Inc. is entitled to receive
Acquisition Fees for services in finding, negotiating and acquiring Properties
equal to 4.5% of the Limited Partners' Capital Contributions. As of March 31,
1996, CNL XVII had incurred $589,409 in Acquisition Fees payable to CNL Fund
Advisors, Inc., and are included in land and buildings on operating leases, net
investment in direct financing leases and other assets. As of March 31, 1996,
CNL XVIII had not incurred any Acquisition Fees.
Management Fees. Each Partnership has entered or will enter into a
management agreement pursuant to which CNL Fund Advisors, Inc. will receive
annual Management Fees of one percent of the sum of gross revenues from
Properties wholly owned by the Partnership and one percent of the Partnership's
allocable share of gross operating revenues from Joint Ventures. As of March 31,
1996, CNL XVII had incurred $300 in Management Fees. As of March 31, 1996, CNL
XVIII had not incurred any Management Fees.
Administrative and Other Expenses. CNL Fund Advisors, Inc. provides
accounting and administrative services (including accounting and administrative
services in connection with the Offering of Units) to CNL XVII and CNL XVIII on
a day-to-day basis. As of March 31, 1996, CNL XVII and CNL XVIII had incurred
$238,726 and $40,958, respectively, which includes amounts incurred in
connection with the Offering and included with syndication costs.
Real Estate Disposition Fee. CNL Fund Advisors, Inc. is also entitled to
receive a deferred, subordinated real estate disposition fee, payable upon the
sale of one or more Properties based on the lesser of one-half of a Competitive
Real Estate Commission or three percent of the sales price if CNL Fund Advisors,
Inc. provides a substantial amount of services in connection with the sale. The
real estate disposition fee is payable only after the Limited Partners receive
their cumulative Limited Partners' 8% Return, plus their Invested Capital
Contributions. No real estate disposition fees had been incurred by either CNL
XVII or CNL XVIII as of March 31, 1996.
- 17 -
<PAGE>
SELECTED FINANCIAL DATA
The following table sets forth certain financial information for CNL
XVII and CNL XVIII, and should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Financial Statements included in Exhibit B to this Prospectus Supplement.
<TABLE>
<CAPTION>
CNL XVII (1) CNL XVIII (2)
For the Period For the Period
CNL XVII February 10, 1995 CNL XVIII (2) February 10, 1995
Quarter ended (date of inception) Quarter ended (date of inception)
March 31, 1996 through March 31, 1996 through
(Unaudited) December 31, 1995 (Unaudited) December 31, 1995
-------------- ----------------- -------------- -----------------
<S> <C>
Revenues $ 93,865 $ 12,153 $ - $ -
Net income 69,876 8,351 - -
Cash distributions
declared 115,044 28,275 - -
Net income per Unit .08 .02 - -
Cash distributions
per Unit (3) .12 .08 - -
Weighted average number
of limited partner
Units outstanding (4) 922,883 340,780 - -
<CAPTION>
March 31, March 31,
1996 December 31, 1996 December 31,
(Unaudited) 1995 (Unaudited) 1995
----------- ------------- ------------ ---------------
<S> <C>
Total assets $11,637,622 $ 4,878,421 $ 274,150 $256,890
Long-term obligations - - - -
Partners' capital 11,094,146 4,642,233 1,000 1,000
</TABLE>
(1) Operations did not commence until November 4, 1995, the date following
when CNL XVII received the minimum offering proceeds of $1,500,000, and
such amounts were released from escrow.
(2) As of March 31, 1996, CNL XVIII had not commenced operations.
(3) For CNL XVII, approximately 39% and 70% of cash distributions ($.05 and
$.06 per Unit, respectively) for the quarter ended March 31, 1996 and
the period February 10, 1995 (date of inception) through December 31,
1995, respectively, represents a return of capital in accordance with
generally accepted accounting principles ("GAAP"). Cash distributions
treated as a return of capital on a GAAP basis represent the amount of
cash distributions in excess of accumulated net income on a GAAP basis.
CNL XVII has not treated such amount as a return of capital for purposes
of calculating the Limited Partners' Invested Capital Contributions and
the Limited Partners' 8% Return, as described in the Form of Amended and
Restated Agreement of Limited Partnership included as Exhibit A to the
Prospectus.
(4) For CNL XVII, amount represents the weighted average number of Units
outstanding during the period CNL XVII was operational.
- 18 -
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CNL XVII
General. CNL XVII is a Florida limited partnership that was organized on
February 10, 1995, to acquire Properties for cash, either directly or through
Joint Venture arrangements, to be leased primarily to operators of selected
Restaurant Chains. The leases will be triple-net leases, with the lessee
generally responsible for all repairs and maintenance, property taxes, insurance
and utilities. As of March 31, 1996, the Partnership owned seven Properties,
three of which were under construction.
Liquidity and Capital Resources. Beginning on September 2, 1995, CNL
XVII commenced an offering to the public of up to 3,000,000 Units. As of March
31, 1996, CNL XVII had sold 1,309,799 Units, representing $13,097,987 of capital
contributed by the Limited Partners. Based on the General Partners' experience
with 16 prior CNL Income Fund offerings (each of which sold the entire amount of
units offered for purchase), CNL XVII anticipates significant additional sales
of Units prior to the termination of the Offering. The Offering will terminate
not later than August 11, 1996, unless the General Partners elect to extend the
Offering to a date not later than August 11, 1997, in states that permit such an
extension.
As of March 31, 1996, net proceeds to CNL XVII from its offering of
Units, after deduction of Organizational and Offering Expenses, totalled
$11,148,238. Of this amount, approximately $9,206,000 had been used to invest or
committed for investment in seven Properties, three of which were under
construction at March 31, 1996, and to pay Acquisition Fees and certain
Acquisition Expenses, leaving approximately $1,942,500 of Offering proceeds
available for investment in Properties.
As of March 31, 1996, CNL XVII had entered into three development
agreements with tenants which provide terms and specifications for the
construction of buildings that the tenants have agreed to lease once
construction and renovation is completed. The agreements provide a maximum
amount of development costs (including the purchase price of the land and
closing costs) to be paid by CNL XVII. The aggregate maximum development costs
CNL XVII has agreed to pay is approximately $3,844,000, of which approximately
$2,523,500 in land and other costs had been incurred as of March 31, 1996. The
buildings under construction are expected to be operational by September 1996.
During the period April 1, 1996 through July 10, 1996, CNL XVII acquired
eight Properties for cash, at a total cost of approximately $3,837,000,
excluding closing and development costs. Six of the Properties are undeveloped
land upon which a restaurant building is being constructed. The development
costs (including the purchase of the land and closing costs) to be paid by CNL
XVII relating to these Properties are estimated to be approximately $5,847,000.
The buildings under construction are expected to be operational by January 1997.
CNL XVII presently is negotiating to acquire additional Properties, but
as of July 10, 1996, had not acquired any such Properties.
As of July 10, 1996, CNL XVII had sold a total of 2,195,497 Units, for
an aggregate of $21,954,973 in gross Offering proceeds. As of July 10, 1996, CNL
XVII had invested or committed for investment approximately $16,600,000 of such
proceeds in Properties and to pay Acquisition Fees and certain Acquisition
Expenses, leaving approximately $2,500,000 in net Offering proceeds available
for investment in Properties. As of July 10, 1996, CNL XVII had incurred
$987,974 in Acquisition Fees to an Affiliate of the General Partners. CNL XVII
will use the remaining net Offering proceeds, together with proceeds from the
sale of Units subsequent to July 10, 1996, to acquire additional Properties, to
pay Acquisition Fees and Acquisition Expenses and to pay expenses relating to
the sale of Units. The number of Properties to be acquired will depend upon the
amount of net Offering proceeds (Gross Proceeds less fees and expenses of the
Offering) available to CNL XVII.
- 19 -
<PAGE>
None of the Properties owned or to be acquired by CNL XVII is or may be
encumbered. Subject to certain restrictions on borrowing, however, CNL XVII may
borrow funds but will not encumber any of the Properties in connection with any
such borrowing.
Until Properties are acquired by CNL XVII, all Partnership proceeds are
held in short-term, highly liquid investments which the General Partners believe
to have appropriate safety of principal. This investment strategy provides high
liquidity in order to facilitate CNL XVII's use of these funds to acquire
Properties at such time as Properties suitable for acquisition are located. At
March 31, 1996, the Partnership had $3,744,261 invested in such short-term
investments as compared to $4,198,859 at December 31, 1995. The decrease in the
amount invested in short-term investments is a result of CNL XVII acquiring
additional Properties during the quarter ended March 31, 1996. The decrease in
cash was partially offset by an increase resulting from the receipt of capital
contributions from the sale of Units during the quarter ended March 31, 1996.
These funds will be used to purchase and develop Properties (directly or
indirectly through Joint Venture arrangements), to pay syndication and
acquisition costs, to pay Limited Partner distributions, to meet CNL XVII's
expenses and, in the General Partners' discretion, to create cash reserves.
During the quarter ended March 31, 1996, Affiliates of the General
Partners incurred on behalf of CNL XVII $173,678 for certain Organizational and
Offering Expenses, $35,570 for certain Acquisition Expenses and $4,710 for
certain operating expenses. As of March 31, 1996, CNL XVII owed $132,537 to
related parties for such amounts, accounting and administrative services and
unpaid commissions, due diligence reimbursement fees and Acquisition Fees. As of
April 30, 1996, the Partnership had reimbursed the Affiliates all such amounts.
Amounts payable to other parties, including distributions payable, increased to
$410,939 at March 31, 1996, from $139,001 at December 31, 1995, as a result of
an increase in distributions payable, to Limited Partners and costs incurred
with respect to the Properties under construction and unpaid at March 31, 1996.
During the quarter ended March 31, 1996, CNL XVII generated cash from
operations (which includes cash received from tenants and interest and other
income received, less cash paid for expenses) of $75,084. Based on current and
anticipated future cash from operations, CNL XVII declared distributions to the
Limited Partners of $115,044 for the quarter ended March 31, 1996. No
distributions were made to the General Partners for the quarter ended March 31,
1996. No amounts distributed or to be distributed to the Limited Partners for
the quarter ended March 31, 1996, are required to be or have been treated by CNL
XVII as a return of capital for purposes of calculating the limited partners'
return on their adjusted capital contributions. CNL XVII intends to continue to
make distributions of cash available for distribution to the Limited Partners on
a quarterly basis.
The General Partners believe that the Properties CNL XVII owned as of
March 31, 1996, are adequately covered by insurance. In addition, during 1995,
the General Partners obtained contingent liability and property coverage for CNL
XVII. This insurance policy is intended to reduce CNL XVII's exposure in the
unlikely event a tenant's insurance policy lapses or is insufficient to cover a
claim relating to the Properties. CNL XVII's investment strategy of acquiring
Properties for cash and leasing them under triple-net leases to operators who
meet specified financial standards is expected to minimize CNL XVII's operating
expenses. CNL XVII's net income is expected to increase throughout 1996, as
rental income increases, due to the acquisition of additional Properties and due
to the fact that the Properties that were under construction at March 31, 1996,
will be operational. Accordingly, the General Partners believe that any
anticipated decrease in CNL XVII's liquidity in 1996, due to its investment of
available net Offering proceeds in Properties and the payment of additional
costs relating to the Properties under construction at March 31, 1996, will not
have an adverse effect on CNL XVII's operations.
Due to anticipated low operating expenses, rental income expected to be
obtained from Properties after they are acquired, and the fact that CNL XVII
will not purchase a Property until sufficient cash is available for such
purchase, the General Partners do not believe that working capital reserves are
necessary at this time. In addition, due to the fact that the leases of CNL
XVII's Properties are on a triple-net basis, it is not
- 20 -
<PAGE>
anticipated that a permanent reserve for maintenance and repairs is necessary at
this time. To the extent, however, that CNL XVII has insufficient funds for such
purposes, the General Partners will contribute to CNL XVII an aggregate amount
of up to one percent of the Offering proceeds for repairs and maintenance. The
General Partners have the right to cause CNL XVII to maintain reserves if, in
their discretion, they determine such reserves are required to meet CNL XVII's
working capital needs.
The General Partners have the right, but not the obligation, to make
additional Capital Contributions if they deem it appropriate in connection with
the operations of CNL XVII.
Results of Operations. No significant operations commenced until CNL
XVII received the minimum Offering proceeds of $1,500,000 on November 3, 1995.
As of March 31, 1996, CNL XVII had purchased seven Properties and
entered into lease agreements relating to each of these Properties. The lease of
the Properties provide for minimum base annual rental payments (payable in
monthly installments) ranging from approximately $84,700 to $199,900. All of the
leases provide for percentage rent based on sales in excess of a specified
amount. In addition, some of the leases provide that, commencing in specified
lease years (generally the sixth lease year), the annual base rent required
under the terms of the lease will increase.
During the quarter ended March 31, 1996, CNL XVII earned $33,814 in
rental income from operating leases and earned income from the direct financing
lease from four Properties. No rental income was earned for the three Properties
under construction as of March 31, 1996, due to the fact that rent does not
commence until the earlier of (i) the date the restaurant opens for business to
the public, (ii) the date the certificate of occupancy for the restaurant is
issued or (iii) a specified number of days after the execution of the lease
(ranging from 120 to 180 days). The Properties under construction were expected
to be operational by May, July and September 1996, at which time rental payments
are expected to commence. Because CNL XVII did not commence significant
operations until it received the minimum offering proceeds on November 3, 1995,
and has not yet acquired all of its Properties, Partnership revenues for the
quarter ended March 31, 1996, represent only a portion of revenues which CNL
XVII is expected to earn during a full quarter in which CNL XVII's Properties
are operational.
During the quarter ended March 31, 1996, three lessees of CNL XVII and
their respective Restaurant Chain, Golden Corral Corporation (operating Golden
Corral Family Steakhouse Restaurants), National Restaurant Enterprises, Inc.
(operating Burger King restaurants), and Great Midwestern Restaurants, Inc.
(operating Denny's restaurants) each contributed more than ten percent of CNL
XVII's total rental income. As of March 31, 1996, Golden Corral Corporation was
the lessee under leases relating to two restaurants (including one Property
under construction as of March 31, 1996), National Restaurant Enterprises, Inc.,
was the lessee under leases relating to two restaurants and Great Midwestern
Restaurants, Inc. was the lessee under leases relating to one restaurant.
Because CNL XVII did not commence operations until November 1995, and its first
Property was not purchased until December 1995, the foregoing information
regarding the lessees and Restaurant Chains which contributed a significant
amount of the CNL XVII's total rental income during the quarter ended March 31,
1996, may or may not be representative of the lessees which will account for
more than ten percent of CNL XVII's rental income during the remainder of 1996
and subsequent years. Because CNL XVII has not completed its acquisition of
Properties as yet, it is not possible to determine which lessees or Restaurant
Chains will contribute more than ten percent of CNL XVII's rental income during
the remainder of 1996 and subsequent years. In the event that certain lessees or
Restaurant Chains contribute more than ten percent of CNL XVII's rental income
in the current and future years, any failure of such lessees or Restaurant
Chains could materially affect CNL XVII's income.
During the quarter ended March 31, 1996, CNL XVII also earned $53,550 in
interest income from investments in money market accounts or other short-term,
highly liquid investments. As net Offering proceeds are invested in additional
Properties and the Properties under construction become operational, the
percentage of total income representing interest income is expected to decrease.
- 21 -
<PAGE>
Operating expenses, including depreciation and amortization, were
$23,989 for the quarter ended March 31, 1996. The dollar amount of operating
expenses is expected to increase and the amount of general operating and
administrative expenses as a percentage of total revenues is expected to
decrease, as CNL XVII acquires additional Properties and the Properties under
construction become operational.
CNL XVIII
General. CNL XVIII is a Florida limited partnership that was organized
on February 10, 1995, to acquire Properties for cash, either directly or through
Joint Venture arrangements, to be leased primarily to operators of selected
Restaurant Chains. The leases will be triple-net leases, with the lessee
generally responsible for all repairs and maintenance, property taxes, insurance
and utilities. CNL XVIII's primary investment objectives are to preserve,
protect and enhance capital, while providing (i) cash distributions commencing
in the initial year of operations in amounts which exceed current taxable income
(due to the fact that depreciation deductions attributable to the Properties
reduce taxable income even though depreciation is not a cash expenditure); (ii)
an anticipated minimum level of income through the long-term rental of
Properties to selected operators of certain national and regional fast-food,
family-style and casual dining Restaurant Chains; (iii) additional income and
protection against inflation by participation in certain restaurant gross sales
through the receipt of percentage rent payments and, typically, automatic
increases in the minimum annual rent; and (iv) capital appreciation through the
potential increase in value of the Properties.
The Offering of Units of CNL XVII commenced September 2, 1995. CNL
XVIII's Offering of Units will not commence until the Offering of Units of CNL
XVII has terminated. As of March 31, 1996, CNL XVII was in the offering stage;
therefore, CNL XVIII had not commenced its Offering of Units. The Offering of
Units of both CNL XVII and CNL XVIII will terminate no later than August 11,
1996, unless the General Partners elect to extend the Offering to a date not
later than August 11, 1997, in states that permit such an extension.
As of March 31, 1996, CNL XVIII had not acquired any Properties and will
not acquire any Properties until its Offering of Units commences and the minimum
Offering proceeds of $1,500,000 are received and released from escrow.
Therefore, as of March 31, 1996, CNL XVIII had no operating history.
Liquidity and Capital Resources. As of March 31, 1996, CNL XVIII had not
commenced its Offering of Units. The General Partners' aggregate Capital
Contributions of $1,000 are CNL XVIII's sole source of capital until CNL XVIII
commences its Offering of Units.
At March 31, 1996 and December 31, 1995, CNL XVIII's total assets were
$274,150 and $256,890, respectively. The increase in total assets reflects the
Organizational and Offering Expenses incurred and recorded as deferred
syndication costs during the quarter ended March 31, 1996.
During the quarter ended March 31, 1996, Affiliates of the General
Partners incurred on behalf of CNL XVIII $33,482 for certain Organizational and
Offering Expenses. As of March 31, 1996, CNL XVIII owed $270,614 to related
parties for such amounts and for accounting and administrative services. In the
event the minimum Offering proceeds are not received by CNL XVIII, CNL XVIII
will have no obligation to repay such amounts. Further, the General Partners
have agreed to pay all Organizational and Offering Expenses in excess of three
percent of the gross offering proceeds.
CNL XVIII will utilize its net proceeds from its Offering to purchase
Properties. CNL XVIII expects to acquire Properties entirely for cash. As of
July 10, 1996, CNL XVIII had not entered into any arrangements creating a
reasonable probability that a Property would be acquired by CNL XVIII. The
number of Properties to be acquired will depend upon the amount of net Offering
proceeds (Gross Proceeds less fees and expenses of the Offering) available to
CNL XVIII.
- 22 -
<PAGE>
The General Partners expect that the cash to be generated from
operations of all Properties, once they are acquired, will be adequate to pay
operating expenses and provide distributions to partners. Distributions to the
Limited Partners of CNL XVIII are expected to commence not later than the close
of the first full calendar quarter after the first release of funds from escrow
to CNL XVIII, and will be paid quarterly thereafter. There can be no assurance,
however, as to the date on which distributions will commence or the amount of
any distributions.
Due to anticipated low operating expenses, rental income expected to be
obtained from Properties after they are acquired and the fact that CNL XVIII
will not enter into a commitment to purchase a Property until sufficient cash is
available for such purchase, the General Partners do not believe that working
capital reserves will be necessary at this time. The General Partners have the
right to cause CNL XVIII to maintain reserves if, in their discretion, they
determine such reserves are required to meet CNL XVIII's working capital needs.
Results of Operations. No significant operations had commenced as of
July 10, 1996, because CNL XVIII was in its development stage.
MANAGEMENT
The following is a description of the individual General Partners, the
corporate General Partner, CNL Fund Advisors, Inc. (which will provide certain
management services to the Partnership, CNL Group, Inc. (the parent company of
both CNL Fund Advisors, Inc. and the Managing Dealer, CNL Securities Corp.), and
certain employees of CNL Group, Inc. or its subsidiaries. The General Partners
had intended for CNL Income Fund Advisors, Inc. to perform certain management
services for the Partnership; however, as a result of CNL Income Fund Advisors,
Inc. merging with CNL Fund Advisors, Inc., CNL Fund Advisors, Inc. will provide
these services to the Partnership. All references to CNL Income Fund Advisors,
Inc. should be read in light of this change.
James M. Seneff, Jr., age 49, is a principal stockholder of CNL Group,
Inc., a diversified real estate company, and has served as its Chairman of the
Board of Directors, director and Chief Executive Officer since its formation in
1980. CNL Group, Inc. is the parent company of CNL Securities Corp., CNL
Investment Company, CNL Fund Advisors, Inc., and prior to its merger with CNL
Fund Advisors, Inc., effective January 1, 1996, CNL Income Fund Advisors, Inc.
Mr. Seneff has been a director and registered principal of CNL Securities Corp.,
which serves as the Managing Dealer in the Partnership's offering of Units,
since its formation in 1979. Mr. Seneff also has held the position of President
and a director of CNL Management Company, a registered investment advisor, since
its formation in 1976, has served as Chief Executive Officer and Chairman of the
Board of CNL Investment Company, and Chief Executive Officer and Chairman of the
Board of Commercial Net Lease Realty, Inc. since 1992, has served as the
Chairman of the Board and the Chief Executive Officer of CNL Realty Advisors,
Inc. since its inception in 1991, served as Chairman of the Board and Chief
Executive Officer of CNL Income Fund Advisors, Inc. since its inception in 1994
through December 31, 1995, has served as Chairman of the Board and Chief
Executive Officer of CNL Fund Advisors, Inc. since its inception in 1994, and
has held the position of Chief Executive Officer and a director of CNL
Institutional Advisors, Inc., a registered investment advisor, since its
inception in 1990. In addition, Mr. Seneff has served as Chairman of the Board
and Chief Executive Officer of CNL American Properties Fund, Inc. since 1994.
Mr. Seneff previously served on the Florida State Commission on Ethics and is a
former member and past Chairman of the Florida Investment Advisory Council,
which recommends to the Florida Board of Administration investments for various
Florida employee retirement funds. The Florida Board of Administration,
Florida's principal investment advisory and money management agency, oversees
the investment of more than $40 billion of retirement funds. Since 1971, Mr.
Seneff has been active in the acquisition, development and management of real
estate projects and, directly or through an affiliated entity, has served as a
general partner or joint venturer in approximately 100 real estate ventures
involved in the financing, acquisition, construction and rental of office
buildings, apartment complexes, restaurants, hotels and other real estate.
Included in these 100 real estate ventures are approximately 57 privately
offered real estate
- 23 -
<PAGE>
limited partnerships in which Mr. Seneff, directly or through an affiliated
entity, serves or has served as a general partner. Also included are CNL Income
Fund, Ltd., CNL Income Fund II, Ltd., CNL Income Fund III, Ltd., CNL Income Fund
IV, Ltd., CNL Income Fund V, Ltd., CNL Income Fund VI, Ltd., CNL Income Fund
VII, Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund IX, Ltd., CNL Income Fund
X, Ltd., CNL Income Fund XI, Ltd., CNL Income Fund XII, Ltd., CNL Income Fund
XIII, Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund XV, Ltd., and CNL Income
Fund XVI, Ltd. (the "CNL Income Fund Partnerships"), public real estate limited
partnerships with investment objectives similar to those of the Partnership, in
which Mr. Seneff serves as a general partner. Mr. Seneff received his degree in
Business Administration from Florida State University in 1968.
Robert A. Bourne, age 48, is President and Treasurer of CNL Group, Inc.,
President, a director and a registered principal of CNL Securities Corp. (the
Managing Dealer of the Offering), President and a director of CNL Investment
Company, CNL Fund Advisors, Inc., and prior to its merger with CNL Fund
Advisors, Inc., effective January 1, 1996, CNL Income Fund Advisors, Inc., and
President, Chief Investment Officer and a director of CNL Institutional
Advisors, Inc., a registered investment advisor. Mr. Bourne also has served as a
director since 1992, as President from July 1992 to February 1996, and since
February 1996, as Vice Chairman of the Board of Directors, Secretary and
Treasurer of Commercial Net Lease Realty, Inc. In addition, Mr. Bourne has
served as a director since its inception in 1991, as President from 1991 to
February 1996, and since February 1996, as Secretary and Treasurer of CNL Realty
Advisors, Inc. In addition, Mr. Bourne has served as President and a director of
CNL American Properties Fund, Inc. since 1994. Upon graduation from Florida
State University in 1970, where he received a B.A. in Accounting, with honors,
Mr. Bourne worked as a certified public accountant and, from September 1971
through December 1978, was employed by Coopers & Lybrand, Certified Public
Accountants, where he held the position of tax manager beginning in 1975. From
January 1979 until June 1982, Mr. Bourne was a partner in the accounting firm of
Cross & Bourne and from July 1982 through January 1987, he was a partner in the
accounting firm of Bourne & Rose, P. A., Certified Public Accountants. Mr.
Bourne, who joined CNL Securities Corp. in 1979, has participated as a general
partner or joint venturer in approximately 100 real estate ventures involved in
the financing, acquisition, construction and rental of office buildings,
apartment complexes, restaurants, hotels and other real estate. Included in
these 100 real estate ventures are approximately 57 privately offered real
estate limited partnerships in which Mr. Bourne, directly or through an
affiliated entity, serves or has served as a general partner. Also included are
the CNL Income Fund Partnerships, public real estate limited partnerships with
investment objectives similar to those of the Partnership, in which Mr. Bourne
serves as a general partner.
CNL Realty Corporation is a corporation organized on November 26, 1985,
under the laws of the State of Florida. Its sole directors and shareholders are
James M. Seneff, Jr. and Robert A. Bourne, the individual General Partners. CNL
Realty Corporation was organized to serve as the corporate general partner of
real estate limited partnerships, such as the Partnership, organized by one or
both of the individual General Partners. CNL Realty Corporation currently serves
as the corporate general partner of the CNL Income Fund Partnerships.
CNL Income Fund Advisors, Inc., was a corporation organized in 1994
under the laws of the State of Florida, and its principal office was located at
400 East South Street, Suite 500, Orlando, Florida 32801. CNL Income Fund
Advisors, Inc. was a wholly owned subsidiary of CNL Group, Inc., a diversified
real estate company, and was organized to perform property acquisition, property
management and other services. However, as a result of CNL Income Fund Advisors,
Inc. merging with CNL Fund Advisors, Inc., CNL Fund Advisors, Inc. will provide
these services to the Partnership in the future.
CNL Fund Advisors, Inc., is a corporation organized in 1994 under the
laws of the State of Florida, and its principal office is located at 400 East
South Street, Suite 500, Orlando, Florida 32801. CNL Fund Advisors, Inc. is a
wholly owned subsidiary of CNL Group, Inc., a diversified real estate company,
and was organized to perform property acquisition, property management and other
services.
- 24 -
<PAGE>
CNL Group, Inc., which is the parent company of the Managing Dealer, CNL
Securities Corp., and CNL Fund Advisors, Inc., is a diversified real estate
corporation organized in 1980 under the laws of the State of Florida. Other
subsidiaries and affiliates of CNL Group, Inc. include a property development
and management company, two investment advisory companies, and five corporations
organized as strategic business units. James M. Seneff, Jr., an individual
General Partner of the Partnership, is the Chairman of the Board, Chief
Executive Officer, and a director of CNL Group, Inc. Mr. Seneff and his wife own
all of the outstanding shares of CNL Group, Inc.
The following persons serve as operating officers of CNL Group, Inc. or
its affiliates or subsidiaries in the discretion of the Boards of Directors of
those companies, but, except as specifically indicated, do not serve as members
of the Boards of Directors of those entities. The Boards of Directors have the
responsibility for creating and implementing the policies of CNL Group, Inc. and
its affiliated companies.
John T. Walker, age 37, joined CNL Group, Inc. in September 1994, as
Senior Vice President, responsible for Research and Development. He currently
serves as the Chief Operating Officer and Executive Vice President of CNL Fund
Advisors, Inc. and CNL American Properties Fund, Inc. From May 1992 to May 1994,
he was Executive Vice President for Finance and Administration and Chief
Financial Officer of Z Music, Inc., a television network which was subsequently
acquired by Gaylord Entertainment, where he was responsible for overall
financial and administrative management and planning. From January 1990 through
April 1992, Mr. Walker was Chief Financial Officer of the First Baptist Church
in Orlando, Florida. From April 1984 through December 1989, he was a partner in
the accounting firm of Chastang, Ferrell & Walker, P.A., where he was the
partner in charge of audit and consulting services, and from 1981 to 1984, Mr.
Walker was a Senior Consultant/Audit Senior at Price Waterhouse. Mr. Walker is a
Cum Laude graduate of Wake Forest University with a B.S. in Accountancy and is a
Certified Public Accountant.
Lynn E. Rose, age 47, a certified public accountant, has served as Chief
Financial Officer and Secretary of CNL Group, Inc. since December 1993, and
served as Controller and Secretary of CNL Group, Inc. from 1987 until December
1993. She has served as Chief Operating Officer of CNL Corporate Services, Inc.
since November 1994. Ms. Rose also has served as Chief Financial Officer of CNL
Institutional Advisors, Inc. since its inception in 1990, a director of CNL
Realty Advisors, Inc. since its inception in 1991, Secretary and Treasurer of
CNL Realty Advisors, Inc. from 1991 to February 1996, Secretary and Treasurer of
Commercial Net Lease Realty, Inc. from 1992 to February 1996, Secretary of CNL
Income Fund Advisors, Inc. since its inception in 1994 to December 1995, and a
director, Secretary and Treasurer of CNL Fund Advisors, Inc. since 1994. Ms.
Rose also has served as Chief Financial Officer, Secretary and Treasurer of CNL
American Properties Fund, Inc. since 1994. In addition, Ms. Rose oversees the
management information services, administration, legal compliance, accounting,
tenant compliance, and reporting for over 200 corporations, partnerships, and
joint ventures. Prior to joining CNL, Ms. Rose was a partner with Robert A.
Bourne in the accounting firm of Bourne & Rose, P.A., Certified Public
Accountants. Ms. Rose holds a B.A. in Sociology from the University of Central
Florida and is a registered financial and operations principal of CNL Securities
Corp. She was licensed as a Certified Public Accountant in 1979.
Jeanne A. Wall, age 37, has served as Chief Operating Officer of CNL
Investment Company and of CNL Securities Corp. since November 1994 and
previously served as Executive Vice President of CNL Investment Company since
January 1991. In 1984, Ms. Wall joined CNL Securities Corp. as its Partnership
Administrator. In 1985, Ms. Wall became Vice President of CNL Securities Corp.
and, in 1987, she became a Senior Vice President of CNL Securities Corp. In this
capacity, Ms. Wall serves as national marketing director and oversees the
national marketing plan for the CNL investment programs. In addition, Ms. Wall
oversees the partnership administration and investor services for programs
offered through participating brokers. Ms. Wall also has served as Senior Vice
President of CNL Institutional Advisors, Inc., a registered investment advisor,
from 1990 to 1993, as Vice President of CNL Realty Advisors, Inc. since its
inception in 1991, as Vice President of Commercial Net Lease Realty, Inc. since
1992, as Executive Vice President of CNL Income Fund Advisors, Inc. from its
inception in 1994 to December 1995, as Executive Vice President of CNL Fund
Advisors, Inc. since 1994, and as Executive Vice President of CNL American
Properties, Inc. since 1994.
- 25 -
<PAGE>
Ms. Wall holds a B.A. in Business Administration from Linfield College and is a
registered principal of CNL Securities Corp. Ms. Wall currently serves as a
trustee on the board of the Investment Program Association and on the Direct
Participation Program committee for the National Association of Securities
Dealers (NASD).
PRIOR PERFORMANCE INFORMATION
The information presented in this section represents the historical
experience of certain real estate programs organized by the General Partners.
INVESTORS IN THE PARTNERSHIP SHOULD NOT ASSUME THAT THEY WILL EXPERIENCE
RETURNS, IF ANY, COMPARABLE TO THOSE EXPERIENCED BY INVESTORS IN SUCH PRIOR REAL
ESTATE PROGRAMS. INVESTORS WHO PURCHASE INTERESTS IN THE PARTNERSHIP WILL NOT
THEREBY ACQUIRE ANY OWNERSHIP INTEREST IN ANY PROGRAMS TO WHICH THE FOLLOWING
INFORMATION RELATES.
The General Partners of the Partnership are Robert A. Bourne, James M.
Seneff, Jr., and CNL Realty Corporation. Messrs. Bourne and Seneff, individually
or with others, have served as general partners of 78 and 79 real estate limited
partnerships, respectively, including the 16 prior CNL Income Fund Partnerships
and as officers and directors of a real estate investment trust, CNL American
Properties Fund, Inc., listed in the table below. None of these entities has
been audited by the IRS. Of course, there is no guarantee that the Partnership
will not be audited. Based on an analysis of the operating results of the prior
programs, the General Partners believe that each of such programs has met or is
meeting its principal investment objectives in a timely manner.
CNL Realty Corporation, which was organized as a Florida corporation in
November 1985 and whose sole stockholders are Messrs. Bourne and Seneff,
currently serves as the corporate general partner with Messrs. Bourne and Seneff
as individual general partners of 16 prior CNL Income Fund Partnerships, all of
which were organized to invest in fast-food and family-style restaurant
properties and have investment objectives similar to those of the Partnership.
As of December 31, 1995, these 16 partnerships and CNL American Properties Fund,
Inc. had raised a total of $588,454,158 from a total of 48,305 investors, and
had invested in 645 fast-food or family-style restaurant properties.
As of December 31, 1995, offerings by the 16 CNL public partnerships had
been completed and these public partnerships had made annualized cash
distributions to limited partners in amounts equal to from 4.5% to ten percent
of invested capital. An average of approximately 7.4% (ranging from zero to
21.6%) of the cumulative cash distributions to limited partners from these
partnerships constituted cash distributions that exceeded accumulated net income
on a GAAP basis, primarily as the result of depreciation deductions. Accumulated
net income includes deductions for depreciation and amortization expense and
income from certain non-cash items. The partnerships do not treat these amounts,
which are presented as a "return of capital on a GAAP basis" in Table III of the
Prior Performance Tables included in Exhibit C, as a return of capital for any
other purpose. Certain additional information relating to the offerings and
investment history of the 16 public partnerships and CNL American Properties
Fund, Inc. is set forth below.
<TABLE>
<CAPTION>
Date 90% of Net
Proceeds Fully
Maximum Invested or
Name of Offering Number of Committed to
Entity Amount (1) Date Closed Units Sold Investment (2)
- --------- ---------- ----------- ---------- --------------
<S> <C>
CNL Income $15,000,000 December 31, 1986 30,000 December 1986
Fund, Ltd. (30,000 units)
</TABLE>
- 26 -
<PAGE>
<TABLE>
<CAPTION>
Date 90% of Net
Proceeds Fully
Maximum Invested or
Name of Offering Number of Committed to
Entity Amount (1) Date Closed Units Sold Investment (2)
- --------- ---------- ----------- ---------- --------------
<S> <C>
CNL Income $25,000,000 August 21, 1987 50,000 November 1987
Fund II, Ltd. (50,000 units)
CNL Income $25,000,000 April 29, 1988 50,000 June 1988
Fund III, Ltd. (50,000 units)
CNL Income $30,000,000 December 6, 1988 60,000 February 1989
Fund IV, Ltd. (60,000 units)
CNL Income $25,000,000 June 7, 1989 50,000 December 1989
Fund V, Ltd. (50,000 units)
CNL Income $35,000,000 January 19, 1990 70,000 May 1990
Fund VI, Ltd. (70,000 units)
CNL Income $30,000,000 August 1, 1990 30,000,000 January 1991
Fund VII, Ltd. (30,000,000 units)
CNL Income $35,000,000 March 7, 1991 35,000,000 September 1991
Fund VIII, Ltd. (35,000,000 units)
CNL Income $35,000,000 September 6, 1991 3,500,000 November 1991
Fund IX, Ltd. (3,500,000 units)
CNL Income $40,000,000 March 18, 1992 4,000,000 June 1992
Fund X, Ltd. (4,000,000 units)
CNL Income $40,000,000 September 28, 1992 4,000,000 September 1992
Fund XI, Ltd. (4,000,000 units)
CNL Income $45,000,000 March 15, 1993 4,500,000 July 1993
Fund XII, Ltd. (4,500,000 units)
CNL Income $40,000,000 August 26, 1993 4,000,000 August 1993
Fund XIII, Ltd. (4,000,000 units)
CNL Income $45,000,000 February 22, 1994 4,500,000 May 1994
Fund XIV, Ltd. (4,500,000 units)
CNL Income $40,000,000 September 1, 1994 4,000,000 December 1994
Fund XV, Ltd. (4,000,000 units)
CNL Income $45,000,000 June 12, 1995 4,500,000 August 1995
Fund XVI, Ltd. (4,500,000 units)
CNL American $165,000,000 (3) (3) (3)
Properties (16,500,000
Fund, Inc. shares)
</TABLE>
- 27 -
<PAGE>
(1) The amount stated includes the exercise by the general partners of each
Partnership of their option to increase by $5,000,000 the maximum size
of the offering of CNL Income Fund, Ltd., CNL Income Fund II, Ltd., CNL
Income Fund III, Ltd., CNL Income Fund IV, Ltd., CNL Income Fund VI,
Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund X, Ltd., CNL Income
Fund XII, Ltd., CNL Income Fund XIV, Ltd., and CNL Income Fund XVI, Ltd.
(2) For a description of the property acquisitions by these programs during
the last nine years, see the table set forth on the following page.
(3) As of December 31, 1995, CNL American Properties Fund, Inc. which is
offering a maximum of 16,500,000 shares of common stock ($165,000,000),
had received subscriptions totalling $38,454,158 (3,845,416 shares),
including $50,790 (5,079 shares) through the distribution reinvestment
plan. As of such date, CNL American Properties Fund, Inc. had purchased
18 properties.
- ---------------------------------
As of December 31, 1995, Mr. Seneff and Mr. Bourne, directly or through
affiliated entities, also had served as joint general partners of 61 nonpublic
real estate limited partnerships. The offerings of 59 of these 61 nonpublic
limited partnerships had terminated as of December 31, 1995. These 59
partnerships raised a total of $143,794,266 from approximately 3,600 investors,
and purchased, directly or through participation in a joint venture or limited
partnership, interests in a total of 186 projects as of December 31, 1995. These
186 projects consist of 19 apartment projects (comprising 13% of the total
amount raised by all 59 partnerships), 13 office buildings (comprising 6% of the
total amount raised by all 59 partnerships), 140 fast-food or family- style
restaurant property and business investments (comprising 68% of the total amount
raised by all 59 partnerships), one condominium development (comprising .5% of
the total amount raised by all 59 partnerships), four hotels/motels (comprising
6% of the total amount raised by all 59 partnerships), seven commercial/retail
properties (comprising 6% of the total amount raised by all 59 partnerships),
and two tracts of undeveloped land (comprising .5% of the total amount raised by
all 59 partnerships). The offering of the remaining two nonpublic limited
partnerships (offerings aggregating $16,650,000) had raised $7,450,000 from 169
investors (approximately 45% of the total offering amount) as of December 31,
1995.
Mr. Bourne also has served, without Mr. Seneff, as a general partner of
one additional nonpublic real estate limited partnership program which raised a
total of $600,000 from 13 investors and purchased, through participation in a
limited partnership, one apartment building located in Georgia with a purchase
price of $1,712,000.
Mr. Seneff also has served, without Mr. Bourne, as a general partner of
two additional nonpublic real estate limited partnerships which raised a total
of $240,000 from 12 investors and purchased two office buildings with an
aggregate purchase price of $928,390. Both of the office buildings are located
in Florida.
Of the 78 real estate limited partnerships whose offerings had closed as
of December 31, 1995 (including 16 CNL Income Fund limited partnerships) in
which Mr. Seneff and/or Mr. Bourne serve or have served as general partners in
the past ten years, 33 invested in restaurant properties leased on a
"triple-net" basis, including six which also invested in franchised restaurant
businesses (accounting for approximately 93% of the total amount raised by all
78 real estate limited partnerships).
The following table sets forth summary information, as of December 31,
1995 regarding property acquisitions during the nine preceding years by the 16
limited partnerships that, either individually or through a joint venture or
partnership arrangement, acquired properties (or intend to acquire properties)
and that have investment objectives similar to those of the Partnership and by a
real estate investment trust, CNL American Properties Fund, Inc.
<TABLE>
<CAPTION>
Name of Type of Method of Type of
Entity Property Location Financing Program
<S> <C>
CNL Income 20 fast-food or AL, AZ, CA, FL, All cash Public
Fund, Ltd. family-style GA, LA, MD, OK,
restaurants TX, VA
CNL Income 43 fast-food or AL, AZ, CO, FL, All cash Public
Fund II, Ltd. family-style GA, IL, IN, LA,
restaurants MI, MN, MO, NC,
NM, OH, TX, WY
CNL Income 32 fast-food or AZ, CA, FL, GA, All cash Public
Fund III, Ltd. family-style IA, IL, IN, KS,
restaurants KY, MD, MI, MN,
MO, NE, OK, TX
CNL Income 41 fast-food or AL, DC, FL, GA, All cash Public
Fund IV, Ltd. family-style IL, IN, KS, MA,
restaurants MD, MI, MS, OH,
PA, TN, TX, VA
CNL Income 30 fast-food or FL, GA, IL, IN, All cash Public
Fund V, Ltd. family-style MI, NH, NY, OH,
restaurants SC, TN, TX, UT,
WA
CNL Income 45 fast-food or AR, AZ, FL, IN, All cash Public
Fund VI, Ltd. family-style MA, MI, MN, NC,
restaurants NE, NM, NY, OH,
OK, PA, TN, TX,
VA, WY
CNL Income 45 fast-food or AZ, CO, FL, GA, All cash Public
Fund VII, Ltd. family-style IN, LA, MI, MN,
restaurants OH, SC, TN, TX,
UT, WA
CNL Income 39 fast-food or AZ, FL, IN, LA, All cash Public
Fund VIII, Ltd. family-style MI, MN, NC, NY,
restaurants OH, TN, TX, VA
CNL Income 41 fast-food or AL, FL, GA, IL, All cash Public
Fund IX, Ltd. family-style IN, LA, MI, MN,
restaurants MS, NC, NH, NY,
OH, SC, TN, TX
CNL Income 47 fast-food or AL, CA, CO, FL, All cash Public
Fund X, Ltd. family-style ID, IL, LA, MI,
restaurants MO, MT, NC, NH,
NM, NY, OH, PA,
SC, TN, TX
</TABLE>
- 28 -
<PAGE>
<TABLE>
<CAPTION>
Name of Type of Method of Type of
Entity Property Location Financing Program
<S> <C>
CNL Income 39 fast-food or AL, AZ, CA, CO, All cash Public
Fund XI, Ltd. family-style CT, FL, KS, LA,
restaurants MA, MI, MS, NC,
NH, NM, OH, OK,
PA, SC, TX, VA,
WA
CNL Income 48 fast-food or AL, AZ, CA, FL, All cash Public
Fund XII, Ltd. family-style GA, LA, MO, MS,
restaurants NC, NM, OH, SC,
TN, TX, WA
CNL Income 48 fast-food or AL, AR, AZ, CA, All cash Public
Fund XIII, Ltd. family-style CO, FL, GA, IN,
restaurants KS, LA, MD, NC,
OH, PA, SC, TN,
TX, VA
CNL Income 56 fast-food or AL, AZ, CO, FL, All cash Public
Fund XIV, Ltd. family-style GA, KS, LA, MO,
restaurants MS, NC, NJ, NV,
OH, SC, TN, TX,
VA
CNL Income 47 fast-food or CA, FL, GA, KS, All cash Public
Fund XV, Ltd. family-style KY, MO, MS, NC,
restaurants NJ, NM, OH, OK,
PA, SC, TN, TX,
VA
CNL Income 41 fast-food or AZ, CA, CO, DC, All cash Public
Fund XVI, Ltd. family-style FL, GA, ID, IN,
restaurants KS, MN, MO, NC,
NM, NV, OH, TN,
TX, UT, WI
CNL American 18 fast-food, CA, CT, DE, FL, All cash Public
Properties Fund, family-style, or IA, MI, MN, NE,
Inc. casual dining NM, OH, OK, TN,
restaurants TX
</TABLE>
- -----------------------------
A more detailed description of the acquisitions by the prior programs
sponsored by the individual General Partners is set forth in prior performance
Table VI, included as Exhibit 99 to Part II of the registration statement filed
with the Securities and Exchange Commission for this Offering. A copy of Table
VI is available to investors from the General Partners upon request, free of
charge. In addition, upon request to the General Partners, the General Partners
will provide, without charge, a copy of the most recent Annual Report on Form
10-K filed with the Securities and Exchange Commission for CNL Income Fund,
Ltd., CNL Income Fund II, Ltd., CNL Income Fund III, Ltd., CNL Income Fund IV,
Ltd., CNL Income Fund V, Ltd., CNL Income Fund VI, Ltd., CNL Income Fund VII,
Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund IX, Ltd., CNL Income Fund X,
Ltd., CNL Income Fund XI, Ltd., CNL Income Fund XII, Ltd., CNL Income Fund XIII,
Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund XV, Ltd., CNL Income Fund XVI,
Ltd.,
- 29 -
<PAGE>
and CNL American Properties Fund, Inc., as well as a copy, for a reasonable fee,
of the exhibits filed with such reports.
In order to provide potential purchasers of Units with information to
enable them to evaluate the prior experience of the General Partners as general
partners of real estate limited partnerships, including those set forth in the
foregoing table, certain financial and other information concerning those
limited partnerships with similar investment objectives in which the General
Partners are general partners is provided in the Prior Performance Tables
included as Exhibit C. Information about the 16 previous public partnerships is
included therein. Potential investors are encouraged to examine the Prior
Performance Tables attached as Exhibit C (in Table III), which include
information as to the operating results of these prior partnerships, for more
detailed information concerning the experience of the individual General
Partners.
FEDERAL INCOME TAX CONSIDERATIONS
INTEREST ON UNDERPAYMENT OF TAXES
If it is finally determined that a taxpayer had underpaid tax for any
taxable year, the taxpayer must pay the amount of underpayment plus interest on
the underpayment and certain penalties from the date the tax originally was due.
The rate of interest is compounded daily and is adjusted quarterly. For the
period July 1, 1996 through September 30, 1996, the interest rate is 9%.
EXPERTS
The audited financial statements (including the financial statement
schedule) of CNL XVII and CNL XVIII, as of December 31, 1995 and for the period
February 10, 1995 (date of inception) through December 31, 1995, and the audited
balance sheet of the corporate General Partner, as of December 31, 1995,
included in this Prospectus, have been included herein in reliance on the
reports of Coopers & Lybrand, L.L.P., independent accountants, given on the
authority of that firm as experts in accounting and auditing.
- 30 -
<PAGE>
PRO FORMA ESTIMATE OF TAXABLE INCOME OF
CNL INCOME FUND XVII, LTD.
GENERATED FROM THE OPERATIONS OF PROPERTIES ACQUIRED FROM INCEPTION
THROUGH JULY 10, 1996
For a 12-Month Period (Unaudited)
The following schedule represents pro forma unaudited estimates of
taxable income of each Property acquired by CNL XVII from inception through July
10, 1996, for the 12-month period commencing on the date of the inception of the
respective lease on such Property. The schedule should be read in light of the
accompanying footnotes.
These estimates do not purport to present actual or expected operations
of CNL XVII 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 with
an aggregate purchase price in excess of 20% of the expected total net offering
proceeds of CNL XVII.
<TABLE>
<CAPTION>
Denny's Golden Corral Burger King Golden Corral
Mesquite, NV (6)(8) Orange Park, FL (5) Harvey, IL (7) Weatherford, TX (5)(8)
<S> <C>
Pro Forma Estimate of Taxable
Income:
Base Rent (1) $127,961 $199,851 $123,200 $127,843
Management Fees (2) (1,280) (1,999) (1,232) (1,278)
General and Administrative
Expenses (3) (6,398) (9,993) (6,160) (6,392)
-------- -------- -------- --------
Estimated Cash Available from
Operations 120,283 187,859 115,808 120,173
Depreciation Expense (4) (22,566) (32,545) (18,645) (23,251)
-------- -------- -------- --------
Pro Forma Estimate of Taxable
Income of CNL XVII $ 97,717 $155,314 $ 97,163 $ 96,922
======== ======== ======== ========
</TABLE>
See Footnotes
- 31 -
<PAGE>
<TABLE>
<CAPTION>
Denny's Arby's Burger King Golden Corral
Kentwood, MI (6) Muncie, IN (9) Chicago Ridge, IL (7)(8) Aiken, SC (5)(8)
<S> <C>
Pro Forma Estimate of Taxable
Income:
Base Rent (1) $102,673 $ 84,740 $146,850 $153,446
Management Fees (2) (1,027) (847) (1,469) (1,534)
General and Administrative
Expenses (3) (5,134) (4,237) (7,343) (7,672)
-------- -------- -------- --------
Estimated Cash Available from
Operations 96,512 79,656 138,038 144,240
Depreciation Expense (4) (15,605) (15,704) (16,082) (25,212)
-------- -------- -------- --------
Pro Forma Estimate of Taxable
Income of CNL XVII $ 80,907 $ 63,952 $121,956 $119,028
======== ======== ======== ========
</TABLE>
See Footnotes
- 32 -
<PAGE>
<TABLE>
<CAPTION>
Wendy's Jack in the Box Wendy's Boston Market
Knoxville, TN (8)(11) Dinuba, CA (8)(10) Livingston, TN (8)(11) Houston, TX
--------------------- ------------------- ---------------------- -------------
<S> <C>
Pro Forma Estimate of Taxable
Income:
Base Rent (1) $ 78,937 $ 85,186 $ 68,777 $ 84,520
Management Fees (2) (789) (852) (688) (845)
General and Administrative
Expenses (3) (3,947) (4,259) (3,439) (4,226)
-------- -------- -------- --------
Estimated Cash Available from
Operations 74,201 80,075 64,650 79,449
Depreciation Expense (4) (12,051) (13,565) (12,009) (12,303)
-------- -------- -------- --------
Pro Forma Estimate of Taxable
Income of CNL XVII $ 62,150 $ 66,510 $ 52,641 $ 67,146
======== ======== ======== ========
</TABLE>
See Footnotes
- 33 -
<PAGE>
<TABLE>
<CAPTION>
Arby's Jack in the Box Jack in the Box
Schertz, TX (9) El Dorado, CA (8)(10) La Porte, TX (8)(10) Total
--------------- --------------------- -------------------- ------
<S> <C>
Pro Forma Estimate of Taxable
Income:
Base Rent (1) $ 79,409 $ 90,078 $ 118,144 $1,671,615
Management Fees (2) (794) (901) (6,050) (16,716)
General and Administrative
Expenses (3) (3,970) (4,504) (30,252) (83,581)
-------- --------- -------- ----------
Estimated Cash Available from
Operations 74,645 84,673 111,056 1,571,318
Depreciation Expense (4) (14,258) (14,094) (14,630) (262,520)
-------- --------- --------- ----------
Pro Forma Estimate of Taxable
Income of CNL XVII $ 60,387 $ 70,579 $ 96,426 $1,308,789
======== ========= ========= ==========
</TABLE>
FOOTNOTES:
(1) Base rent does not include percentage rents which become due if
specified levels of gross receipts are achieved.
(2) The Property will be managed pursuant to a management agreement between
CNL XVII and an Affiliate of the General Partners, pursuant to which the
Affiliate will receive an annual management fee in an amount equal to
one percent of the gross revenues that CNL XVII earns from its Property.
See "Management Compensation."
(3) Estimated at five percent of gross rental income based on the previous
experience of Affiliates of the General Partners with 16 public limited
partnerships which own properties similar to that owned by CNL XVII.
(4) The estimated federal tax basis of the depreciable portion (the building
portion) of the Properties has been depreciated on the straight-line
method over 40 years.
(5) The lessee of the Orange Park, Weatherford and Aiken Properties is the
same unaffiliated lessee.
(6) The lessee of the Mesquite and Kentwood Properties is the same
unaffiliated lessee.
(7) The lessee of the Harvey and Chicago Ridge Properties is the same
unaffiliated lessee.
- 34 -
<PAGE>
(8) The development agreements 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
Mesquite Property Opened for business April 12, 1996
Weatherford Property September 3, 1996
Chicago Ridge Property Opened for business May 13, 1996
Aiken Property September 30, 1996
Knoxville Property September 5, 1996
Dinuba Property November 18, 1996
Livingston Property October 3, 1996
El Dorado Property January 5, 1997
La Porte Property January 5, 1997
(9) The lessees of the Muncie and Schertz Properties are affiliated with one
another, but unaffiliated with CNL XVII.
(10) The lessee of the Dinuba, El Dorado, and La Porte Properties is the same
unaffiliated lessee.
(11) The lessee of the Knoxville and the Livingston Properties is the same
unaffiliated lessee.
- 35 -
ADDENDUM TO
EXHIBIT B
FINANCIAL INFORMATION
THE PRO FORMA FINANCIAL STATEMENTS, THE UNAUDITED FINANCIAL STATEMENTS, AND THE
UPDATED, AUDITED FINANCIAL STATEMENTS, AND THE FINANCIAL STATEMENT SCHEDULE OF
CNL INCOME FUND XVII, LTD., CNL INCOME FUND XVIII, LTD., AND CNL REALTY
CORPORATION CONTAINED IN THIS ADDENDUM UPDATE AND REPLACE EXHIBIT B TO THE
ATTACHED PROSPECTUS, DATED AUGUST 11, 1995.
<PAGE>
INDEX TO UPDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
<S> <C>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
Pro Forma Financial Information (unaudited):
Pro Forma Balance Sheet as of March 31, 1996 B- 2
Pro Forma Statement of Income for the quarter ended March 31, 1996 B- 3
Pro Forma Statement of Income for the period February 10, 1995 (date of
inception) through December 31, 1995 B- 4
Notes to Pro Forma Financial Statements for the quarter ended
March 31, 1996 and the period February 10, 1995 (date of inception)
through December 31, 1995 B- 5
Unaudited Condensed Financial Statements:
Condensed Balance Sheets as of March 31, 1996 and December 31, 1995 B- 8
Condensed Statements of Income for the quarter ended March 31, 1996 and the
period February 10, 1995 (date of inception) through March 31, 1995 B- 9
Condensed Statements of Partners' Capital for the quarter ended March 31,
1996 and the period February 10, 1995 (date of inception) through
December 31, 1995 B-10
Condensed Statements of Cash Flows for the quarter ended March 31, 1996
and the period February 10, 1995 (date of inception) through March 31, 1996 B-11
Notes to Condensed Financial Statements for the quarter ended March
31, 1996 and the period February 10, 1995 (date of inception)
through March 31, 1996 B-13
Updated Audited Financial Statements:
Report of Independent Accountants B-21
Balance Sheet as of December 31, 1995 B-22
Statement of Income for the period February 10, 1995 (date of inception)
through December 31, 1995 B-23
Statement of Partners' Capital for the period February 10, 1995 (date of
inception) through December 31, 1995 B-24
Statement of Cash Flows for the period February 10, 1995 (date of inception)
through December 31, 1995 B-25
Notes to Financial Statements for the period February 10, 1995 (date of
inception) through December 31, 1995 B-27
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation as of
December 31, 1995 B-36
Notes to Schedule III - Real Estate and Accumulated Depreciation
as of December 31, 1995 B-38
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
Unaudited Condensed Financial Statements:
Condensed Balance Sheets as of March 31, 1996 and December 31, 1995 B-39
Condensed Statements of Partners' Capital for the quarter ended March 31,
1996 and the period February 10, 1995 (date of inception) through
December 31, 1995 B-40
Notes to Condensed Financial Statements for the quarter ended March
31, 1996 and the period February 10, 1995 (date of inception) through
March 31, 1995 B-41
<PAGE>
INDEX TO UPDATED FINANCIAL STATEMENTS - CONTINUED
Updated Audited Financial Statements:
Report of Independent Accountants B-43
Balance Sheet as of December 31, 1995 B-44
Statement of Partners' Capital for the period February 10, 1995 (date of
inception) through December 31, 1995 B-45
Notes to Financial Statements for the period February 10, 1995 (date of
inception) through December 31, 1995 B-46
CNL REALTY CORPORATION
Updated Financial Statements:
Report of Independent Accountants B-52
Balance Sheets as of March 31, 1996 (unaudited) and December 31, 1995 B-53
Notes to Balance Sheets as of March 31, 1996 and December 31, 1995 B-54
</TABLE>
<PAGE>
PRO FORMA FINANCIAL INFORMATION
The following Pro Forma Balance Sheet of CNL Income Fund XVII, Ltd.
("CNL XVII") gives effect to (i) property acquisition transactions from
inception through March 31, 1996, including the receipt of $13,097,987 in gross
offering proceeds from the sale of 1,309,799 units of limited partnership
interest (the "Units") pursuant to a registration statement on Form S-11 under
the Securities Act of 1933, as amended, effective August 11, 1995, and the
application of such funds to acquire seven properties, three of which were under
construction at March 31, 1996, and to pay organizational and offering expenses,
acquisition fees, and miscellaneous acquisition expenses, (ii) the receipt of
$8,856,986 in gross offering proceeds from the sale of 885,698 additional Units
during the period April 1, 1996 through July 10, 1996, and (iii) the application
of such funds and $1,040,883 of cash and cash equivalents at March 31, 1996, to
purchase eight additional properties acquired during the period April 1, 1996
through July 10, 1996, six of which are under construction, to pay additional
construction costs for the three properties under construction at March 31,
1996, and to pay offering expenses, acquisition fees, and miscellaneous
acquisition expenses, all as reflected in the pro forma adjustments described in
the related notes. The Pro Forma Balance Sheet as of March 31, 1996, includes
the transactions described in (i) above, from its historical balance sheet,
adjusted to give effect to the transactions in (ii) and (iii) above, as if they
had occurred on March 31, 1996.
The Pro Forma Statement of Income for the quarter ended March 31, 1996
and the period February 10, 1995 (date of inception) through December 31, 1995,
include the historical operating results of the properties described in (i)
above from the dates of their acquisitions, plus operating results for one of
the 15 properties that was owned by CNL XVII as of July 10, 1996, and had a
previous rental history prior to CNL XVII's acquisition of such property, from
(A) the later of (1) the date the property became operational as a rental
property by the previous owner or (2) November 4, 1995 (the date CNL XVII became
operational), to (B) the earlier of (1) the date the property was acquired by
CNL XVII or (2) the end of the pro forma period presented. No pro forma
adjustments have been made to the Pro Forma Statements of Income for the
remaining 14 properties owned by CNL XVII as of July 10, 1996, due to the fact
that these properties did not have a previous rental history.
This pro forma financial information is presented for informational
purposes only and does not purport to be indicative of CNL XVII'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 financial information should not be viewed as predictive of CNL XVII's
financial results or conditions in the future.
B-1
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
UNAUDITED PRO FORMA BALANCE SHEET
MARCH 31, 1996
Pro Forma
ASSETS Historical Adjustments Pro Forma
Land and buildings on operating
leases, less accumulated
depreciation (b) $ 6,963,786 $ 7,371,266 (a) $14,335,052
Net investment in direct
financing leases (b) 628,082 1,382,885 (a) 2,010,967
Cash and cash equivalents 3,744,261 (1,040,883)(a) 2,703,378
Receivables 2,422 2,422
Prepaid expenses 600 600
Organization costs, less
accumulated amortization 9,191 9,191
Accrued rental income 2,004 2,004
Other assets 287,276 (77,956)(a) 209,320
----------- ----------- -----------
$11,637,622 $ 7,635,312 $19,272,934
=========== =========== ===========
LIABILITIES AND
PARTNERS' CAPITAL
Accounts payable $ 20,257 $ (19,019)(a) $ 1,238
Accrued construction costs
payable 275,638 (275,638)(a) -
Distributions payable 115,044 115,044
Due to related parties 132,537 (129,888)(a) 2,649
----------- ----------- -----------
Total liabilities 543,476 (424,545) 118,931
Partners' capital 11,094,146 8,059,857 (a) 19,154,003
----------- ----------- -----------
$11,637,622 $ 7,635,312 $19,272,934
=========== =========== ===========
See accompanying notes to unaudited pro forma
financial statements.
B-2
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
UNAUDITED PRO FORMA STATEMENT OF INCOME
QUARTER ENDED MARCH 31, 1996
Pro Forma
Historical Adjustments Pro Forma
Revenues:
Rental income from operating
leases $ 31,846 $ 27,414 (1) $ 59,260
Earned income from direct financing
lease (2) 1,968 1,968
Interest 53,550 (7,763)(3) 45,787
Other income 6,501 6,501
-------- -------- --------
93,865 19,651 113,516
-------- -------- --------
Expenses:
General operating and administrative 16,708 16,708
Professional services 941 941
Management fees to related party 300 274 (4) 574
Depreciation and amortization 6,040 4,434 (5) 10,474
-------- -------- --------
23,989 4,708 28,697
-------- -------- --------
Net Income $ 69,876 $ 14,943 $ 84,819
======== ======== ========
Net Income Per Limited Partner Unit $ 0.08 $ 0.09
======== ========
Weighted Average Number of Units
Outstanding 922,883 922,883
======== ========
See accompanying notes to unaudited pro forma
financial statements.
B-3
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
UNAUDITED PRO FORMA STATEMENT OF INCOME
FEBRUARY 10, 1995 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1995
Pro Forma
Historical Adjustments Pro Forma
Revenues:
Rental income from
operating leases $ - $ 20,367 (1) $ 20,367
Interest income 12,153 (5,491)(3) 6,662
--------- ---------- --------
12,153 14,876 27,029
--------- ---------- --------
Expenses:
General operating and
administrative 3,360 3,360
Professional services 133 133
Management fees to related party - 163 (4) 163
Depreciation and amortization 309 3,306 (5) 3,615
--------- ---------- -------
3,802 3,469 7,271
--------- ---------- -------
Net Income $ 8,351 $ 11,407 $ 19,758
========= ========== =========
Net Income Per Limited
Partner Unit (6) $ .02 $ 0.06
========= =========
Weighted Average Number of
Units Outstanding (6) 340,780 340,780
========= =========
See accompanying notes to unaudited pro forma
financial statements.
B-4
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR THE QUARTER ENDED MARCH 31, 1996 AND
THE PERIOD FEBRUARY 10, 1995 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1995
Pro Forma Balance Sheet:
(a) Represents gross proceeds of $8,856,986 from the sale of 885,698 Units
during the period April 1, 1996 through July 10, 1996, and $1,040,883 of
cash and cash equivalents at March 31, 1996, used (i) to acquire eight
properties for $7,148,941, (ii) to fund estimated construction costs of
$1,404,327 ($275,638 of which was accrued as construction costs payable at
March 31, 1996) relating to the three properties under construction at
March 31, 1996, (iii) to pay acquisition fees and other costs of $457,779
($59,214 of which was accrued as due to related parties at March 31, 1996)
and reclassify from other assets $77,956 of acquisition fees and other
costs previously incurred relating to the acquired properties, and (iv) to
pay selling commissions and offering expenses (syndication costs) of
$886,822 ($19,019 of which was accrued as accounts payable and $70,674 of
which was accrued as due to related parties at March 31, 1996), which have
been netted against partners' capital.
The pro forma adjustments to land and buildings on operating leases and
net investment in direct financing leases as a result of the above
transactions were as follows:
Estimated
purchase price
(including con-
struction and Acquisition
closing costs) fees
and additional allocated
construction costs to property Total
Golden Corral in Aiken, SC $1,407,407 $ 76,306 $1,483,713
Wendy's in Knoxville, TN 762,389 41,334 803,723
Jack in the Box in Dinuba, CA 793,768 43,036 836,804
Wendy's in Livingston, TN 664,237 36,013 700,250
Boston Market in Houston, TX 804,085 43,595 847,680
Arby's in Schertz, TX 773,651 41,945 815,596
Jack in the Box in El Dorado, CA 1,102,761 59,788 1,162,549
Jack in the Box in La Porte, TX 840,643 45,577 886,220
Three properties under construction
at March 31, 1996 1,156,422 61,194 1,217,616
---------- ---------- ----------
$8,305,363 $ 448,788 $8,754,151
========== ========== ==========
Pro forma adjustment classified as follows:
Land and buildings on
operating leases $7,371,266
Net investment in direct
financing leases 1,382,885
----------
$8,754,151
==========
(b) 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 on operating leases. The
categorization of the leases has no effect on cash flows received. The
building portion of three properties has been classified as direct
financing leases.
B-5
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS - CONTINUED
FOR THE QUARTER ENDED MARCH 31, 1996 AND
THE PERIOD FEBRUARY 10, 1995 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1995
Pro Forma Statements of Income:
(1) Represents rental income from operating leases for the one property
acquired during the period November 4, 1995 (the date CNL XVII began
operations) through July 10, 1996, which had a previous rental history
prior to the acquisition of the property by CNL XVII (the "Pro Forma
Property"), 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) November 4, 1995 (the date CNL XVII became operational), to
(B) the earlier of (i) the date the Pro Forma Property was acquired by CNL
XVII or (ii) the end of the pro forma period presented. The Pro Forma
Property was acquired from an affiliate who had purchased and temporarily
held title to the property in order to facilitate its acquisition by CNL
XVII. The noncancellable lease for the Pro Forma Property in place during
the period the affiliate owned the Pro Forma Property was assigned to CNL
XVII at the time CNL XVII acquired the property. The following presents the
actual date the Pro Forma Property was acquired by CNL XVII, as compared to
the date the Pro Forma Property was treated as placed in service for
purposes of the Pro Forma Statements of Income.
Date Placed Pro Forma
in Service Date Placed
by CNL XVII in Service
Denny's in Kentwood, MI March 19, 1996 November 4, 1995
In accordance with generally accepted accounting principles, lease
revenue from leases accounted for under the operating method is
recognized over the term of the lease. 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. Accordingly, pro forma rental income from the operating
leases and earned income from direct financing leases does not
necessarily represent cash rental payments that would have been received
if the properties had been operational for the full pro forma period.
The lease relating to the Pro Forma Property provides 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 lease for the Pro Forma
Property during the portion of 1996 and 1995 that the previous owner
held the property, no pro forma adjustment was made for percentage
rental income.
(2) See Note (b) under "Pro Forma Balance Sheet" above for a description of
direct financing leases.
(3) Represents adjustment to interest income due to the decrease in the amount
of cash available for investment in interest bearing accounts during the
period commencing (A) on the later of (i) the date the Pro Forma Property
became operational as a rental property by the previous owner or (ii)
November 4, 1995 (the date CNL XVII became operational), through (B) the
earlier of (i) the date the Pro Forma Property was acquired by CNL XVII 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 on interest bearing accounts was earned at a rate of four
percent per annum by CNL XVII during the quarter ended March 31, 1996 and
the period February 10, 1995 (date of inception) through December 31, 1995.
B-6
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS - CONTINUED
FOR THE QUARTER ENDED MARCH 31, 1996 AND
THE PERIOD FEBRUARY 10, 1995 (DATE OF INCEPTION)
THROUGH DECEMBER 31, 1995
Pro Forma Statements of Income - Continued:
(4) Represents incremental increase in management fees relating to the Pro
Forma Property for the period commencing (A) on the later of (i) the date
the Pro Forma Property became operational as a rental property by the
previous owner or (ii) November 4, 1995 (the date CNL XVII became
operational), through (B) the earlier of (i) the date the Pro Forma
Property was acquired by CNL XVII or (ii) the end of the pro forma period
presented, as described in Note (1) above. Management fees are equal to one
percent of the gross revenues (excluding noncash lease accounting
adjustments) that CNL XVII earns from its properties.
(5) Represents incremental increase in depreciation expense of the building
portion of the Pro Forma Property accounted for as an operating lease using
the straight-line method over an estimated useful life of 30 years.
(6) Historical net income per limited partner unit was calculated based upon
the weighted average number of limited partner units outstanding during the
quarter ended March 31, 1996, and during the period CNL XVII was
operational, November 4, 1995 (the date following when CNL XVII received
the minimum offering proceeds and funds were released from escrow) through
December 31, 1995.
As a result of the Pro Forma Property being treated in the Pro Forma
Statement of Income for the period February 10, 1995 (date of inception)
through December 31, 1995, as placed in service on November 4, 1995 (the
date CNL XVII became operational), CNL XVII assumed approximately 86,400
units of limited partnership interest were sold, and the net offering
proceeds were available for investment, as of such date. Due to the fact
that CNL XVII had actually sold in excess of 150,000 units as of
November 4, 1995, the weighted average number of limited partner units
outstanding for the pro forma period was not adjusted. Therefore, pro
forma net income per limited partner unit was calculated based upon the
weighted average number of limited partner units outstanding during the
period CNL XVII was operational, November 4, 1995 through December 31,
1995.
B-7
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
ASSETS 1996 1995
----------- -------------
Land and buildings on operating
leases, less accumulated
depreciation $ 6,963,786 $ 402,244
Net investment in direct financing
lease 628,082 -
Cash and cash equivalents 3,744,261 4,198,859
Receivables 2,422 410
Prepaid expenses 600 -
Organization costs, less accumulated
amortization of $809 and $309 9,191 9,691
Accrued rental income 2,004 -
Other assets 287,276 267,217
----------- -----------
$11,637,622 $ 4,878,421
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 20,257 $ 42,609
Accrued construction costs payable 275,638 69,316
Distributions payable 115,044 27,076
Due to related parties 132,537 97,187
----------- -----------
Total liabilities 543,476 236,188
Commitments (Note 8)
Partners' capital 11,094,146 4,642,233
----------- -----------
$11,637,622 $ 4,878,421
=========== ===========
See accompanying notes to condensed financial statements.
B-8
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
February 10,
1995 (Date of
Inception)
Quarter Ended through
March 31, March 31,
1996 1995
------------- --------
Revenues:
Rental income from operating
leases $ 31,846 $ -
Earned income from direct
financing lease 1,968 -
Interest 53,550 -
Other income 6,501 -
-------- -------
93,865 -
-------- -------
Expenses:
General operating and admini-
strative 16,708 -
Professional services 941 -
Management fees to related party 300 -
Depreciation and amortization 6,040 -
-------- -------
23,989 -
-------- -------
Net Income $ 69,876 $ -
======== =======
Allocation of Net Income:
General partners $ (60) $ -
Limited partners 69,936 -
-------- -------
$ 69,876 $ -
======== =======
Net Income Per Limited Partner Unit $ 0.08 $ -
======== =======
Weighted Average Number of Limited
Partner Units Outstanding 922,883 -
======== =======
See accompanying notes to condensed financial statements.
B-9
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
February 10,
1995 (Date of
Inception)
Quarter Ended through
March 31, December 31,
1996 1995
------------- --------
General partners:
Beginning balance $ 997 $ -
Contributions - 1,000
Net income (60) (3)
----------- -----------
937 997
----------- -----------
Limited partners:
Beginning balance 4,641,236 -
Contributions 7,401,066 5,696,921
Syndication costs (903,985) (1,035,764)
Net income 69,936 8,354
Distributions ($0.12 and $0.08
per limited partner unit,
respectively) (115,044) (28,275)
----------- -----------
11,093,209 4,641,236
----------- -----------
Total partners' capital $11,094,146 $ 4,642,233
=========== ===========
See accompanying notes to condensed financial statements.
B-10
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
February 10,
1995 (Date of
Inception)
Quarter Ended through
March 31, March 31,
1996 1995
------------- --------
Increase (Decrease) in Cash and
Cash Equivalents:
Net Cash Provided by Operating
Activities $ 75,084 $ -
----------- ----------
Cash Flows From Investing Activities:
Additions to land and buildings
on operating leases (6,300,677) -
Investment in direct financing
lease (625,291) -
Increase in other assets (20,059) -
Other - (20)
----------- -----------
Net cash used in investing
activities (6,946,027) (20)
----------- -----------
Cash Flows From Financing Activities:
Reimbursement of acquisition and
syndication costs paid by related
parties on behalf of the
Partnership (209,577) -
Contributions from general partners - 1,000
Contributions from limited partners 7,401,066 -
Distributions to limited partners (27,076) -
Payment of syndication costs (748,068) -
----------- ----------
Net cash provided by
financing activities 6,416,345 1,000
----------- -----------
Net Increase (Decrease) in Cash and
Cash Equivalents (454,598) 980
Cash and Cash Equivalents at Beginning
of Quarter 4,198,859 -
----------- ----------
Cash and Cash Equivalents at End of
Quarter $ 3,744,261 $ 980
=========== ===========
See accompanying notes to condensed financial statements.
B-11
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS - CONTINUED
February 10,
1995 (Date of
Inception)
Quarter Ended through
March 31, March 31,
1996 1995
------------- --------
Supplemental Schedule of Non-Cash
Investing and Financing Activities:
Related parties paid certain acquisition
and syndication costs on behalf of
the Partnership as follows:
Acquisition costs $ 35,570 $ -
Syndication costs 173,678 -
----------- ----------
$ 209,248 $ -
=========== ==========
Land, building and other costs
incurred and unpaid at end of
quarter $ 318,701 $ -
=========== ==========
Commissions, marketing support
and due diligence expense
reimbursement fee and other
syndication costs incurred
and unpaid at end of quarter $ 67,206 $ -
=========== ==========
Distributions declared and unpaid
at end of quarter $ 115,044 $ -
=========== ==========
See accompanying notes to condensed financial statements.
B-12
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception) through March 31, 1995
1. Significant Accounting Policies:
Basis of Presentation - The accompanying unaudited condensed financial
statements have been prepared in accordance with the instructions to
Form 10-Q and do not include all of the information and note disclosures
required by generally accepted accounting principles. The financial
statements reflect all adjustments, consisting of normal recurring
adjustments, which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods presented.
Operating results for the quarter ended March 31, 1996, may not be
indicative of the results that may be expected for the year ending
December 31, 1996. Amounts as of December 31, 1995, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XVII, Ltd. (the "Partnership") for the year ended December
31, 1995.
The Partnership was a development stage enterprise from February 10,
1995 through November 3, 1995. Since operations had not begun,
activities through November 3, 1995, were devoted to organization of the
Partnership.
Land and Buildings on Operating Leases - Land and buildings on operating
leases are stated at cost. Buildings are depreciated using the
straight-line method over their estimated useful lives of 30 years. When
properties are sold, the related cost and accumulated depreciation are
removed from the accounts and gains or losses from sales are reflected
in income in accordance with Statement of Financial Accounting Standards
No. 66, "Accounting for Sales of Real Estate."
Effective January 1, 1996, the Partnership adopted Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The
Statement requires that an entity review long-lived assets and certain
identifiable intangibles, to be held and used, for impairment whenever
events or changes in circumstances indicate that the carrying amount of
the asset may not be recoverable. The general partners determine whether
an impairment in value has occurred by comparing the estimated
undiscounted future cash flows with the carrying cost of the individual
properties. Adoption of this standard had no material effect on the
Partnership's financial position or results of operations.
B-13
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception) through March 31, 1995
1. Significant Accounting Policies - Continued:
Acquisition Fees and Miscellaneous Acquisition Expenses Acquisition fees
and miscellaneous acquisition expenses attributable to the Partnership's
investment in properties are capitalized and allocated to land and
buildings, net investment in direct financing leases and other assets.
Lease Accounting and Rental Income - Land and buildings are leased to
others on a triple-net lease basis, whereby the tenant is generally
responsible for all operating expenses relating to the property,
including property taxes, insurance, maintenance and repairs.
The leases are accounted for using either the direct financing or the
operating method. Such methods are described below:
Direct financing method - The lease accounted for using the
direct financing method is recorded at its net investment (Note
4). Unearned income is deferred and amortized to income over the
lease term so as to produce a constant periodic rate of return on
the Partnership's net investment in the lease.
Operating method - Land and buildings are recorded at cost,
revenue is recognized as rentals are earned and depreciation is
charged to operations as incurred. When scheduled rentals vary
during the lease term, income is recognized on a straight-line
basis over the lease term so as to produce a constant periodic
rent. Accrued rental income is the aggregate difference between
the scheduled rents which vary during the lease term and the
income recognized on a straight-line basis.
2. Leases:
The Partnership leases its land and buildings to operators of national
and regional fast-food and family-style restaurants. The leases are
accounted for under the provisions of Statement of Financial Accounting
Standards No. 13, "Accounting for Leases." Six of the leases are
classified as operating leases and one of the leases has been classified
as a direct financing lease. For the lease classified as a direct
financing lease, the building portion of the property lease is accounted
for as a direct financing lease while the land portion of the lease is
an operating lease. All leases are
B-14
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception) through March 31, 1995
2. Leases - Continued:
for 15 to 20 years and provide for minimum and contingent rentals. In
addition, the tenant pays all property taxes and assessments, fully
maintains the interior and exterior of the building and carries
insurance coverage for public liability, property damage, fire and
extended coverage. The lease options generally allow tenants to renew
the leases for two to four successive five-year periods subject to the
same terms and conditions as the initial lease. Most leases also allow
the tenant to purchase the property at fair market value after a
specified portion of the lease has elapsed.
3. Land and Buildings on Operating Leases:
Land and buildings on operating leases consisted of the following at:
March 31, December 31,
1996 1995
Land $ 3,103,600 $ 311,683
Buildings 2,597,333 -
----------- ----------
5,700,933 311,683
Less accumulated
depreciation (5,540) -
----------- ----------
5,695,393 311,683
Construction in
progress 1,268,393 90,561
----------- ----------
$ 6,963,786 $ 402,244
=========== ==========
Some leases provide for escalating guaranteed minimum rents throughout
the lease term. Income from these scheduled rent increases is recognized
on a straight-line basis over the terms of the leases. For the quarter
ended March 31, 1996, the Partnership recognized $2,004 of such rental
income.
The following is a schedule of the future minimum lease payments to be
received on noncancellable operating leases at March 31, 1996:
1996 $ 329,991
1997 443,042
1998 443,042
1999 445,673
2000 450,401
Thereafter 6,373,982
-----------
$ 8,486,131
===========
B-15
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception) through March 31, 1995
3. Land and Buildings on Operating Leases - Continued:
These amounts do not include minimum lease payments that will become due
when properties under development are completed. (See Note 8.)
4. Net Investment in Direct Financing Lease:
The following lists the components of the net investment in direct
financing lease at:
March 31, December 31,
1996 1995
Minimum lease payments
receivable $ 1,346,418 $ -
Estimated residual
value 157,083 -
Less unearned income (875,419) -
----------- ----------
Net investment in
direct financing
lease $ 628,082 $ -
=========== ==========
The following is a schedule of future minimum lease payments to be
received on direct financing leases at March 31, 1996:
1996 $ 50,567
1997 67,423
1998 67,423
1999 67,423
2000 67,423
Thereafter 1,026,159
----------
$1,346,418
==========
5. Syndication Costs:
Syndication costs consisting of legal fees, commissions, the due
diligence expense reimbursement fee, printing and other expenses
incurred in connection with the offering totalled $1,939,749 and
$1,035,764 at March 31, 1996 and December 31, 1995, respectively. These
offering expenses were charged to the limited partners' capital accounts
to reflect the net capital proceeds of the offering. All organizational
and offering expenses, as defined in the Partnership's prospectus,
B-16
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception) through March 31, 1995
5. Syndication Costs - Continued:
which exceed three percent of the total gross proceeds received from the
sale of units of the Partnership will be paid or reimbursed by the
general partners and will not be the responsibility of the Partnership.
6. Related Party Transactions:
During the quarter ended March 31, 1996, the Partnership incurred
$629,091 in syndication costs due to CNL Securities Corp. for services
in connection with selling units of limited partnership interest. A
substantial portion of these amounts ($593,902) was or will be paid as
commissions to other broker-dealers.
In addition, during the quarter ended March 31, 1996, the Partnership
incurred $37,005 in due diligence expense reimbursement fees due to CNL
Securities Corp. These fees equal 0.5% of the limited partner
contributions of $7,401,066 received during the quarter ended March 31,
1996. A portion of these fees has been or may be reallowed to other
broker-dealers and all due diligence expenses will be paid from such
fees.
Additionally, during the quarter ended March 31, 1996, the Partnership
incurred $333,048 in acquisition fees due to CNL Fund Advisors, Inc. for
services in finding, negotiating and acquiring properties on behalf of
the Partnership. These fees represent 4.5% of the limited partner
capital contributions received during the quarter ended March 31, 1996,
and are included in land and buildings on operating leases, net
investment in direct financing lease and other assets.
In addition, during the quarter ended March 31, 1996, the Partnership
incurred management fees of $300 due to CNL Fund Advisors, Inc.
B-17
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception) through March 31, 1995
6. Related Party Transactions - Continued:
During the quarter ended March 31, 1996, certain affiliates of the
general partners provided accounting and administrative services to the
Partnership (including accounting and administrative services in
connection with the offering of units) on a day-to-day basis. For the
quarter ended March 31, 1996, the expenses incurred for these services
were classified as follows:
Syndication costs $ 87,800
General operating
and administrative
expenses 14,285
--------
$102,085
========
The due to related parties consisted of the following at:
March 31, December 31,
1996 1995
Due to CNL Securities Corp.:
Commissions $ 32,394 $ 29,298
Due diligence expense
reimbursement fee 1,906 1,723
-------- --------
34,300 31,021
-------- --------
Due to CNL Fund Advisors,
Inc. and its affiliates:
Expenditures incurred
on behalf of the
Partnership 38,354 38,070
Acquisition fees 43,063 15,511
Accounting and admini-
strative services 16,520 12,585
Management fees 300 -
-------- -------
98,237 66,166
-------- --------
$132,537 $ 97,187
======== ========
During the quarter ended March 31, 1996, the Partnership acquired one
property for a purchase price of $853,881 from an affiliate of the
general partners. The affiliate had purchased and temporarily held title
to the property in order to facilitate the acquisition of the property
by the Partnership. The purchase price paid by the Partnership
represented the costs incurred by the affiliate to acquire the property,
including closing costs.
B-18
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception) through March 31, 1995
7. Concentration of Credit Risk:
The following schedule presents total rental and earned income from
individual lessees and the respective restaurant chains, each
representing more than ten percent of the Partnership's total rental and
earned income for the quarter ended March 31, 1996:
Golden Corral Corporation (operating
Golden Corral Family Steakhouse
Restaurants) $ 14,784
National Restaurant Enterprises, Inc.
(operating Burger King restaurants) 10,901
Great Midwestern Restaurants, Inc.
(operating Denny's restaurants) 5,242
Although the Partnership's properties are geographically diverse and the
Partnership's lessees operate a variety of restaurant concepts, failure
of any of these lessees or restaurant chains could significantly impact
the results of operations of the Partnership. However, the general
partners believe that the risk of such a default is reduced due to the
essential or important nature of these properties for the on-going
operations of the lessees.
8. Commitments:
The Partnership has entered into three development agreements with
tenants which provide terms and specifications for the construction of
buildings that the tenants have agreed to lease once construction is
completed. The agreements provide a maximum amount of development costs
(including the purchase price of the land and closing costs) to be paid
by the Partnership. The aggregate maximum development costs the
Partnership has agreed to pay is approximately $3,844,000, of which
approximately $2,523,500 in land and other costs had been incurred as of
March 31, 1996. The buildings under construction are expected to be
operational by September 1996. The lease agreements for these properties
are substantially the same as the leases relating to the Partnership's
other properties.
B-19
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception) through March 31, 1995
9. Subsequent Events:
During the period April 1, 1996 through April 30, 1996, the Partnership
received capital contributions for an additional 256,535 units
($2,565,350) of limited partnership interest.
In addition, during the period April 1, 1996 through April 30, 1996, the
Partnership acquired one property for cash, at a total cost of $445,000.
The property is undeveloped land upon which a restaurant building is
being constructed. The development costs (including the purchase of the
land and closing costs) to be paid by the Partnership relating to the
property are estimated to be approximately $1,509,400, of which
approximately $1,089,900 in land and other costs had been paid by the
Partnership as of April 30, 1996. The building under construction is
expected to be operational by September 1996. The lease agreement for
this property is substantially the same as the leases relating to the
Partnership's other properties.
B-20
<PAGE>
Report of Independent Accountants
To the Partners
CNL Income Fund XVII, Ltd.
We have audited the accompanying balance sheet of CNL Income Fund XVII, Ltd. (a
Florida limited partnership) as of December 31, 1995, and the related statement
of income, partners' capital, and cash flows for the period February 10, 1995
(date of inception) through December 31, 1995, and the related financial
statement schedule. These financial statements and financial statement schedule
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements and financial statement
schedule based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CNL Income Fund XVII, Ltd. as
of December 31, 1995, and the results of its operations and its cash flows for
the period February 10, 1995 (date of inception) through December 31, 1995 in
conformity with generally accepted accounting principles. In addition, in our
opinion, the financial statement schedule referred to above, when considered in
relation to the basic financial statements taken as a whole presents fairly, in
all material respects, the information required to be included therein.
/s/ COOPERS & LYBRAND L.L.P.
Orlando, Florida
February 9, 1996, except for Note 9
for which the date is March 7, 1996
B-21
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
BALANCE SHEET
December 31, 1995
ASSETS
Land and construction in progress $ 402,244
Cash and cash equivalents 4,198,859
Receivables 410
Organization costs, less accumulated
amortization of $309 9,691
Other assets 267,217
----------
$4,878,421
==========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 42,609
Accrued construction costs payable 69,316
Distributions payable 27,076
Due to related parties 97,187
----------
Total liabilities 236,188
Commitment (Note 3)
Partners' capital 4,642,233
----------
$4,878,421
==========
See accompanying notes to financial statements
B-22
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
STATEMENT OF INCOME
February 10, 1995 (Date of Inception)
through December 31, 1995
Revenues:
Interest $12,153
-------
Expenses:
General operating and administrative 3,360
Professional services 133
Amortization 309
-------
3,802
-------
Net Income $ 8,351
=======
Allocation of Net Income:
General partners $ (3)
Limited partners 8,354
-------
$ 8,351
=======
Net Income Per Limited Partner
Unit $ 0.02
=======
Weighted Average Number of Limited
Partner Units Outstanding 340,780
=======
See accompanying notes to financial statements
B-23
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
February 10, 1995 (Date of Inception)
through December 31, 1995
<TABLE>
<CAPTION>
General Partners Limited Partners
------------------- -------------------------------------------------------------------
Accumu- Accumu-
Contri- lated Contri- Distri- lated Syndication
butions Losses butions butions Earnings Costs Total
------- -------- ----------- ----------- ---------- ----------- --------
<S> <C>
Balance at Inception,
(February 10, 1995) $ - $ - $ - $ - $ - $ - $ -
Contributions from
general partners 1,000 - - - - - 1,000
Contributions from
limited partners - - 5,696,921 - - - 5,696,921
Distributions to limited
partners ($0.08 per
limited partner unit) - - - (28,275) - - (28,275)
Syndication costs - - - - - (1,035,764) (1,035,764)
Net income - (3) - - 8,354 - 8,351
------ ------- ----------- ----------- ---------- ----------- -----------
Balance, December 31, 1995 $1,000 $ (3) $ 5,696,921 $ (28,275) $ 8,354 $(1,035,764) $ 4,642,233
====== ======= =========== =========== ========== =========== ===========
</TABLE>
See accompanying notes to financial statements
B-24
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
STATEMENT OF CASH FLOWS
February 10, 1995 (Date of Inception)
through December 31, 1995
Increase (Decrease) in Cash and Cash Equivalents:
Cash Flows From Operating Activities:
Interest received $ 12,153
Cash paid for expenses (3,141)
----------
Net cash provided by operating activities 9,012
----------
Cash Flows From Investing Activities:
Additions to land and construction in
progress (332,928)
Increase in other assets (221,282)
Other (410)
----------
Net cash used in investing activities (554,620)
----------
Cash Flows From Financing Activities:
Reimbursement of acquisition, organization
and syndication costs paid by related
parties on behalf of the Partnership (347,907)
Contributions from general partners 1,000
Contributions from limited partners 5,696,921
Distributions to limited partners (1,199)
Payment of syndication costs (604,348)
----------
Net cash provided by financing activities 4,744,467
----------
Net Increase in Cash and Cash Equivalents 4,198,859
Cash and Cash Equivalents at Beginning of Period -
---------
Cash and Cash Equivalents at End of Period $4,198,859
==========
See accompanying notes to financial statements
B-25
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
STATEMENT OF CASH FLOWS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
Reconciliation of Net Income to Net Cash Provided
by Operating Activities:
Net income $ 8,351
----------
Adjustments to reconcile net income to net
cash provided by operating activities:
Amortization 309
Increase in due to related parties,
excluding reimbursement of acquisition,
organization and syndication costs paid
on behalf of the Partnership 352
----------
Total adjustments 661
----------
Net Cash Provided by Operating Activities $ 9,012
==========
Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Related parties paid certain acquisition,
organization and syndication costs
on behalf of the Partnership as follows:
Acquisition costs $ 30,424
Organization costs 10,000
Syndication costs 346,450
----------
$ 386,874
==========
Land and construction in progress costs
and other costs incurred and unpaid at
December 31 $ 84,827
==========
Commissions, marketing support and due
diligence expense reimbursement fee,
and other syndication costs incurred
and unpaid at December 31 $ 84,966
==========
Distributions declared and unpaid at
December 31 $ 27,076
==========
See accompanying notes to financial statements
B-26
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
February 10, 1995 (Date of Inception)
through December 31, 1995
1. Significant Accounting Policies:
Organization and Nature of Business - CNL Income Fund XVII, Ltd. (the
"Partnership") is a Florida limited partnership that was organized for
the purpose of acquiring both newly constructed and existing restaurant
properties, as well as properties upon which restaurants are to be
constructed, to be leased primarily to operators of national and
regional fast-food, family-style and casual dining restaurant chains.
Under the terms of a registration statement filed with the Securities
and Exchange Commission, the Partnership is authorized to sell a maximum
of 3,000,000 units ($30,000,000) of limited partnership interest. A
total of 569,692 units ($5,696,921) of limited partnership interest had
been sold as of December 31, 1995.
The Partnership was a development stage enterprise from February 10,
1995 through November 3, 1995. Since operations had not begun,
activities through November 3, 1995, were devoted to
organization of the Partnership.
The general partners of the Partnership are CNL Realty Corporation
(the "Corporate General Partner"), James M. Seneff, Jr. and Robert
A. Bourne. Mr. Seneff and Mr. Bourne are also 50 percent share-
holders of the Corporate General Partner. The general partners
have responsibility for managing the day-to-day operations of the
Partnership.
Land and Construction in Progress - Land and construction in progress
are stated at cost.
Acquisition Fees and Miscellaneous Acquisition Expenses - Acquisition
fees and miscellaneous acquisition expenses attributable to the
Partnership's investment in Properties are capitalized and allocated to
land and construction in progress and other assets.
Cash and Cash Equivalents - The Partnership considers all highly liquid
investments with a maturity of three months or less when purchased to be
cash equivalents. Cash and cash equivalents consist of demand deposits
at commercial banks and money market funds (some of which are backed by
government securities). Cash equivalents are stated at cost plus accrued
interest, which approximates market value.
B-27
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
1. Significant Accounting Policies - Continued:
Cash accounts maintained on behalf of the Partnership in demand deposits
at commercial banks and money market funds may exceed federally insured
levels; however, the Partnership has not experienced any losses in such
accounts. The Partnership limits investment of temporary cash
investments to financial institutions with high credit standing;
therefore, the Partnership believes it is not exposed to any significant
credit risk on cash and cash equivalents.
Organization Costs - Organization costs are amortized over five years
using the straight-line method.
Income Taxes - Under Section 701 of the Internal Revenue Code, all
income, expenses and tax credit items flow through to the partners for
tax purposes. Therefore, no provision for federal income taxes is
provided in the accompanying financial statements. The Partnership is
subject to certain state taxes on its income and property.
Additionally, for tax purposes, syndication costs are included in
Partnership equity and in the basis of each partner's investment. For
financial reporting purposes, syndication costs are netted against
partners' capital and represent a reduction of Partnership equity and a
reduction in the basis of each partner's investment (Note 5).
Weighted Average Number of Limited Partner Units Outstanding - Net
income and distributions per limited partner unit are calculated based
upon the weighted average number of units of limited partnership
interest outstanding during the period the Partnership was operational.
Use of Estimates - The general partners of the Partnership has made a
number of estimates and assumptions relating to the reporting of assets
and liabilities and the disclosure of contingent assets and liabilities
to prepare these financial statements in conformity with generally
accepted accounted principles. Actual results could differ from those
estimates.
New Accounting Standard - In March 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards
No. 121, Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of. The Statement, which is
effective for fiscal years beginning after December 15, 1995,
B-28
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
1. Significant Accounting Policies - Continued:
requires that an entity review long-lived assets and certain
identifiable intangibles, to be held and used, for impairment whenever
events or changes in circumstances indicate that the carrying amount of
the asset may not be recoverable. The Partnership will adopt this
standard in 1996. The general partners believe adoption of this standard
currently would not have had a material effect on the Partnership's
financial position or results of operations.
2. Public Offering:
The Partnership, together with an affiliated newly-formed partnership,
CNL Income Fund XVIII, Ltd. ("CNL XVIII") has filed a currently
effective registration statement on Form S-11 with the Securities and
Exchange Commission. Under the terms of the registration statement, the
Partnership is authorized to sell a maximum of 3,000,000 units
($30,000,000) of limited partnership interest. The units are being
offered to the public on a "best efforts" basis (which means that no one
is guaranteeing that any minimum amount will be sold) through CNL
Securities Corp., the managing dealer, and other broker-dealers. The
offering will terminate not later than August 11, 1996, unless the
general partners elect to extend the offering to a date not later than
August 11, 1997, in states that permit such an extension.
The Partnership has and will continue to incur certain expenses of its
offering of units, including filing fees, legal, accounting, marketing
and printing expenses and escrow fees, which have been or will be
deducted from the gross proceeds of the offering. Expenses of the
offering of units are expected to amount to 12 percent (assuming the
minimum number of units is sold; the total offering expenses are
expected to decrease to 11.5% if the maximum number of units is sold).
Of these amounts, the managing dealer (an affiliate of the general
partners) is to be paid 8.5% of the gross offering proceeds in the form
of selling commissions and 0.5% of the gross offering proceeds as a due
diligence expense reimbursement fee. Other broker-dealers may be engaged
as soliciting dealers to sell units and may be reallowed selling
commissions of up to eight percent with respect to units which they
sell. In addition, all or a portion of the due diligence expense
reimbursement fee may be reallowed to soliciting dealers for
reimbursement for bona fide expenses incurred in connection with due
diligence activities. The general partners have agreed
B-29
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
2. Public Offering - Continued:
to pay all organizational and offering expenses, as defined in the
Partnership's prospectus, which exceed three percent of the gross
offering proceeds received from the sale of units of the Partnership.
3. Land and Construction in Progress:
During 1995, the Partnership acquired land for the purpose of
constructing a restaurant property. At December 31, 1995, land and
construction in progress costs were $311,683 and $90,561, respectively.
In connection with the acquisition of the property, the Partnership
entered into a noncancellable, long-term, triple-net lease, as lessor.
The lease is for 20 years, provides for minimum and contingent rentals
and scheduled rent increases over the term of the lease. In addition,
the tenant pays all property taxes and assessments, fully maintains the
interior and exterior of the building and carries insurance coverage for
public liability, property damage, fire and extended coverage. The lease
contains an option allowing the tenant to renew the lease for two
successive five-year periods subject to substantially the same terms and
conditions as the initial lease. In addition, the lease provides the
tenant the option to purchase the property at specified times during the
lease term at the Property's fair market value or the Partnership's cost
of the property, plus 20 percent, whichever is greater. In accordance
with the lease agreement, rent will commence the earlier of (i) the date
a certificate of occupancy for the premises is received, (ii) the date
the restaurant opens for business, or (iii) May 18, 1996. As of December
31, 1995, none of these conditions had been met.
In connection with the construction of this property, the Partnership
has entered into a development agreement with the tenant (as developer)
which provides terms and specifications for the construction of a
building. The agreement provides a maximum amount of development costs
(including the purchase price of the land and closing costs) to be paid
by the Partnership of approximately $1,252,500, of which $402,244 in
land and other costs had been incurred as of December 31, 1995. The
building currently under construction is expected to be operational by
May 1996.
B-30
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
4. Other Assets:
Other assets totalling $267,217 at December 31, 1995, consisted of
acquisition fees and miscellaneous acquisition costs which will be
allocated to future properties.
5. Syndication Costs:
Syndication costs consisting of legal fees, commissions, the due
diligence expense reimbursement fee, printing and other expenses
incurred in connection with the offering totalled $1,035,764. These
offering expenses were charged to the limited partners' capital accounts
to reflect the net capital proceeds of the offering. All organizational
and offering expenses, as defined in the Partnership's prospectus, which
exceed three percent of the total gross proceeds received from the sale
of units of the Partnership will be paid or reimbursed by the general
partners and will not be the responsibility of the Partnership.
6. Allocations and Distributions:
Generally, distributions of net cash flow, as defined in the limited
partnership agreement of the Partnership, are made 95 percent to the
limited partners and five percent to the general partners; provided,
however, that for any particular year, the five percent of net cash flow to
be distributed to the general partners will be subordinated to receipt by
the limited partners in that year of an eight percent noncumulative,
noncompounded return on their aggregate invested capital contributions (the
"Limited Partners' 8% Return"). During the period February 10, 1995 (date
of inception) through December 31, 1995, the partnership declared
distributions to the limited partners of $28,275. No distributions have
been made to the general partners to date.
Generally, net income (determined without regard to any depreciation and
amortization deductions and gains and losses from the sale of properties)
is allocated between the limited partners and the general partners first,
in an amount not to exceed the net cash flow distributed to the partners
attributable to such year in the same proportions as such net cash flow is
distributed; and thereafter, 99 percent to the limited partners and one
percent to the general partners. All deductions for depreciation and
amortization are allocated 99 percent to the limited partners and one
percent to the general partners.
B-31
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
6. Allocations and Distributions - Continued:
Net sales proceeds from the sale of a property generally will be
distributed first to the limited partners in an amount sufficient to
provide them with the return of their invested capital contributions,
plus their cumulative Limited Partners' 8% Return. The general partners
will then receive a return of their capital contributions and, to the
extent previously subordinated and unpaid, a five percent interest in
all net cash flow distributions. Any remaining net sales proceeds will
be distributed 95 percent to the limited partners and five percent to
the General Partners.
Any gain from the sale of a property will be, in general, allocated in
the same manner as net sales proceeds are distributable. Any loss will
be allocated first, on a pro rata basis to the partners with positive
balances in their capital accounts; and thereafter, 95 percent to the
limited partners and five percent to the general partners.
Notwithstanding the above allocations, at least one percent of each
material item of income and loss, including any gain or loss from the
sale of a property, will be allocated to the general partners.
7. Income Taxes:
The following is a reconciliation of net income for financial reporting
purposes to net income for federal income tax purposes for the period
February 10, 1995 (date of inception) through December 31, 1995:
1995
-------
Net income for financial reporting purposes $ 8,351
Capitalization of administrative expenses
for tax reporting purposes 3,493
Amortization for financial reporting purposes
in excess of amortization for tax reporting
purposes 309
-------
Net income for federal income tax purposes $12,153
=======
B-32
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
8. Related Party Transactions:
One of the individual general partners, James M. Seneff, Jr., is
one of the principal shareholders of CNL Group, Inc., the parent
company of CNL Securities Corp. and CNL Fund Advisors, Inc. The
other individual general partner, Robert A. Bourne, is the
president of CNL Securities Corp. and CNL Fund Advisors, Inc.
CNL Securities Corp. is entitled to receive selling commissions
amounting to 8.5% of the total amount raised from the sale of units of
limited partnership for services in connection with the formation of the
Partnership and the offering of units, a substantial portion of which is
paid as commissions to other broker-dealers. As of December 31, 1995,
the Partnership had incurred $484,238 as syndication costs for such
fees, of which $446,170 was or will be paid as commissions to other
broker-dealers.
In addition, CNL Securities Corp. is entitled to receive a due diligence
expense reimbursement fee equal to 0.5% of the total amount raised from
the sale of units of limited partnership interest, a portion of which
may be reallowed to other broker-dealers and from which all due
diligence expenses will be paid. As of December 31, 1995, the
Partnership had incurred $28,485 as syndication costs for such fee.
CNL Fund Advisors, Inc. is entitled to receive acquisition fees for
services in finding, negotiating and acquiring properties on behalf of
the Partnership equal to 4.5% of the total amount raised from the sale
of units of limited partnership interest. As of December 31, 1995, the
Partnership had incurred $256,361 of such fees, classified as land,
construction in progress and other assets.
The Partnership and CNL Fund Advisors, Inc. have entered into a
management agreement pursuant to which CNL Fund Advisors, Inc. will
receive annual management fees of one percent of the sum of gross
revenues from properties wholly owned by the Partnership and the
Partnership's allocable share of gross revenues from joint ventures. The
management fee, which will not exceed fees which are competitive for
similar services in the same geographic area, may or may not be taken,
in whole or in part as to any year, in the sole discretion of CNL Fund
Advisors, Inc. All or any portion of the management fee not taken as to
any fiscal year shall be deferred without interest and may be taken in
such other fiscal year as CNL Fund Advisors, Inc. shall determine. As of
December 31, 1995, no management fees had been incurred.
B-33
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
8. Related Party Transactions - Continued:
CNL Fund Advisors, Inc. is also entitled to receive a deferred,
subordinated real estate disposition fee, payable upon the sale of one
or more properties based on the lesser of one-half of a competitive real
estate commission or three percent of the sales price if CNL Fund
Advisors, Inc. provides a substantial amount of services in connection
with the sale. The real estate disposition fee is payable only after the
limited partners receive their cumulative Limited Partners' 8% Return
plus their invested capital contributions. No deferred, subordinated
real estate disposition fees have been incurred since inception.
For the period February 10, 1995 (date of inception) through December
31, 1995, CNL Fund Advisors, Inc. and its affiliates provided accounting
and administrative services to the Partnership (including accounting and
administrative services in connection with the offering of units) on a
day-to-day basis. For the period February 10, 1995 (date of inception)
through December 31, 1995, the expenses incurred for these services were
classified as follows:
Syndication costs $133,982
General operating and administrative
expenses 2,659
--------
$136,641
========
The due to related parties consisted of the following at December 31,
1995:
Due to CNL Securities Corp:
Commissions $29,298
Marketing support and due diligence
expense reimbursement fee 1,723
------
31,021
-------
Due to CNL Fund Advisors, Inc. and
its affiliates:
Expenditures incurred on behalf of
the Partnership 38,070
Acquisition fees 15,511
Accounting and administrative services 12,585
-------
66,166
-------
$97,187
=======
B-34
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
9. Subsequent Events:
During the period January 1, 1995 through March 7, 1996, the Partnership
received capital contributions for an additional 538,800 units
($5,388,001) of limited partnership interest.
In addition, during the period January 1, 1996 through March 7, 1996,
the Partnership acquired three additional properties for cash, at a
total cost of $3,322,116 (excluding closing and development costs). One
of the properties currently is undeveloped land upon which a restaurant
building will be constructed. The development costs (including the
purchase of the land and closing costs) to be paid by the Partnership is
estimated to be approximately $1,190,000, of which $324,304 in land and
other costs had been paid by the Partnership as of March 7, 1996. The
building is expected to be operational by September 1996. In connection
with the acquisition of each of these properties, the Partnership
entered into a long-term, triple-net lease. The leases range from 15 to
20 years and provide for renewal options of two to four five-year
periods. In addition, the leases provide for the payment of minimum
annual rent (payable monthly) ranging from approximately $123,200 to
$199,900 and the payment of percentage rent based on sales in excess of
a specified amount.
B-35
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1995
<TABLE>
<CAPTION>
Costs Capitalized
Subsequent
Initial Cost To Acquisition
-------------------------- --------------------
Buildings
Encum- and Improve- Carrying
brances Land Improvements ments Costs
------- -------- ------------- -------- --------
<S> <C>
Property the Partnership
has Invested in as Land
and Construction in
Progress:
Denny's Restaurant:
Mesquite, Nevada - $ 311,683 $ - $ 90,561 $ -
=========== =========== ========== =======
</TABLE>
B-36
<PAGE>
<TABLE>
<CAPTION>
Gross Amount at Which Carried
at Close of Period Life
- -------------------------------------- on Which
Depreciation
in Latest
Buildings Date Income
and Accumulated of Con- Date Statement is
Land Improvements Total Depreciation struction Acquired Computed
- ----------- ------------ ----------- ------------ --------- -------- ------------
<S> <C>
$ 311,683 $ 90,561 $ 402,244 $ - (c) 12/95 (d)
=========== ============ =========== =======
</TABLE>
B-37
<PAGE>
CNL INCOME FUND XVII, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1995
(a) Transactions in real estate and accumulated depreciation during 1995 are
summarized as follows:
Accumulated
Cost (b) Depreciation
Property the Partnership has
Invested in as Land and
Construction in Progress:
Balance, December 31, 1994 $ - $ -
Acquisitions 402,244 -
Depreciation expense - -
----------- ----------
Balance, December 31, 1995 $ 402,244 $ -
=========== ==========
(b) Cost for federal income tax purposes is the same as cost for financial
reporting purposes. The lease is treated as an operating lease for federal
income tax purposes.
(c) Scheduled for completion in 1996.
(d) Property was not placed in service as of December 31, 1995; therefore, no
depreciation was taken.
B-38
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
ASSETS 1996 1995
--------- --------
Cash $ 730 $ 980
Prepaid expenses 20 20
Organization costs 10,000 10,000
Deferred syndication costs 263,400 245,890
-------- --------
$274,150 $256,890
======== ========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 2,536 $ 22,130
Due to related parties 270,614 233,760
-------- --------
Total liabilities 273,150 255,890
Partners' capital 1,000 1,000
-------- --------
$274,150 $256,890
======== ========
See accompanying notes to condensed financial statements
B-39
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended March 31, 1996 and the
Period February 10, 1995 (Date of Inception)
through December 31, 1995
Number of
Units of
Limited
Partnership Limited General
Interest Issued Partners Partners Total
Balance,
February 10, 1995
(Date of Inception) - $ - $ - $ -
Cash contributions
on February 22,
1995, for general
partners' interest - - 1,000 1,000
------ ------ ------ ------
Balance,
December 31, 1995 - - 1,000 1,000
Cash contributions - - - -
------ ------ ------ -----
Balance, March 31,
1996 - $ - $1,000 $1,000
====== ====== ====== ======
See accompanying notes to condensed financial statements
B-40
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception)
through March 31, 1995
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of management, necessary to a fair statement
of the results for the interim periods presented. Amounts as of December
31, 1995, included in the financial statements, have been derived from
audited financial statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XVIII, Ltd. (the "Partnership") for the year ended December
31, 1995.
As of March 31, 1996, the Partnership was a development stage enterprise
and operations had not begun.
2. Deferred Syndication Costs:
At March 31, 1996 and December 31, 1995, syndication costs consisting of
legal fees, printing and other expenses which were incurred in
connection with the offering totalled $263,400 and $245,890,
respectively. These syndication costs have been treated as deferred
costs and, once the Partnership's offering commences, will be charged to
the limited partners' capital accounts to reflect the net capital
proceeds of the offering. All organizational and offering expenses, as
defined in the Partnership's prospectus, which exceed three percent of
the total gross proceeds received from the sale of units of the
Partnership will be paid by the general partners and will not be the
responsibility of the Partnership.
3. Related Party Transactions:
During the quarter ended March 31, 1996, CNL Fund Advisors, Inc. and its
affiliates provided accounting and administrative services to the
Partnership, primarily in connection with the registration of the
offering, totalling $3,372, which are included in deferred syndication
costs.
B-41
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS - CONTINUED
Quarter Ended March 31, 1996 and the Period
February 10, 1995 (Date of Inception)
through March 31, 1995
3. Related Party Transactions - Continued:
The amount due to related parties at March 31, 1996 and December 31,
1995, of $270,614 and $233,760, respectively, represents amounts due to
CNL Fund Advisors, Inc. and its affiliates for organizational and
offering expenses incurred on behalf of the Partnership and for
accounting and administrative services. In the event the minimum
offering proceeds are not received by the Partnership, the Partnership
will have no obligation to repay such amounts.
B-42
<PAGE>
Report of Independent Accountants
To the Partners
CNL Income Fund XVIII, Ltd.
We have audited the accompanying balance sheet of CNL Income Fund XVIII, Ltd. (a
development stage Florida limited partnership) as of December 31, 1995, and the
related statement of partners' capital for the period February 10, 1995 (date of
inception) through December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CNL Income Fund XVIII, Ltd. as
of December 31, 1995, and the changes in partners' capital for the period
February 10, 1995 (date of inception) through December 31, 1995 in conformity
with generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
Orlando, Florida
February 13, 1996
B-43
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
BALANCE SHEET
December 31, 1995
ASSETS
Cash $ 980
Prepaid expenses 20
Organization costs 10,000
Deferred syndication costs 245,890
---------
$ 256,890
=========
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 22,130
Due to related parties 233,760
---------
Total liabilities 255,890
Partners' capital 1,000
---------
$ 256,890
=========
See accompanying notes to financial statements
B-44
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
STATEMENT OF PARTNERS' CAPITAL
February 10, 1995 (Date of Inception)
through December 31, 1995
General Limited
Partners Partners Total
Balance, February 10, 1995
(date of inception) $ - $ - $ -
Cash contributions 1,000 - 1,000
------ ------ ------
Balance, December 31, 1995 $1,000 $ - $1,000
====== ====== ======
See accompanying notes to financial statements
B-45
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
February 10, 1995 (Date of Inception)
through December 31, 1995
1. Significant Accounting Policies:
Organization and Nature of Business - CNL Income Fund XVIII, Ltd. (the
"Partnership") is a Florida limited partnership that was organized for
the purpose of acquiring both newly constructed and existing restaurant
properties, as well as properties upon which restaurants are to be
constructed, to be leased primarily to operators of national and
regional fast-food, family-style and casual dining restaurant chains.
As of December 31, 1995, the Partnership was a development stage
enterprise and operations had not begun.
The general partners of the Partnership are CNL Realty Corporation
(the "Corporate General Partner"), James M. Seneff, Jr. and Robert
A. Bourne. Mr. Seneff and Mr. Bourne are also 50 percent
shareholders of the Corporate General Partner. The general
partners have responsibility for managing the day-to-day
operations of the Partnership.
Organization Costs - Organization costs will be amortized over five
years using the straight-line method once operations commence.
Income Taxes - Under Section 701 of the Internal Revenue Code, all
income, expenses and tax credit items flow through to the partners for
tax purposes. Therefore, no provision for federal income taxes is
provided in the accompanying financial statements. The Partnership will
be subject to certain state taxes on its income and property.
New Accounting Standard - In March 1995, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No.
121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. The Statement, which is effective
for fiscal years beginning after December 15, 1995, requires that an
entity review long-lived assets and certain identifiable intangibles, to
be held and used, for impairment whenever events or changes in
circumstances indicate that the carrying amount of the asset may not be
recoverable. The Partnership will adopt this standard in 1996. The
general partners believe adoption of this standard currently would not
have had a material effect on the Partnership's financial position.
B-46
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
2. Public Offering:
The Partnership, together with an affiliated newly-formed partnership,
CNL Income Fund XVII, Ltd. ("CNL XVII"), has filed a currently effective
registration statement on Form S-11 with the Securities and Exchange
Commission. Under the terms of the registration statement, the
Partnership is authorized to sell a maximum of 3,500,000 units
($35,000,000) of limited partnership interest. The units will be offered
to the public on a "best efforts" basis (which means that no one is
guaranteeing that any minimum amount will be sold) through CNL
Securities Corp., the managing dealer, and other broker-dealers. The
offering will terminate not later than August 11, 1996, unless the
general partners elect to extend the offering to a date not later than
August 11, 1997, in states that permit such an extension.
The Partnership has and will continue to incur certain expenses of its
offering of units, including filing fees, legal, accounting, printing and
escrow fees, which will be deducted from the gross proceeds of the
offering. Preliminary costs incurred prior to raising capital have been and
will continue to be advanced by an affiliate of the general partners. If
the offering is not successful, the Partnership will not be required to
repay these amounts. Expenses of the offering of units are expected to
amount to 12 percent (assuming the minimum number of units is sold; the
total offering expenses are expected to decrease to 11.5% if the maximum
number of units is sold of the gross offering proceeds available to the
Partnership). Of these amounts, the managing dealer (an affiliate of the
general partners) is to be paid 8.5% of the gross offering proceeds in the
form of selling commissions and 0.5% of the gross offering proceeds as a
due diligence expense reimbursement fee. Other broker-dealers may be
engaged as soliciting dealers to sell units and may be reallowed selling
commissions of up to eight percent with respect to units which they sell.
In addition, all or a portion of the due diligence expense reimbursement
fee may be reallowed to soliciting dealers for reimbursement for bona fide
expenses incurred in connection with due diligence activities. The general
partners have agreed to pay all organizational and offering expenses, as
defined in the Partnership's prospectus, which exceed three percent of the
gross offering proceeds received from the sale of units of the Partnership.
B-47
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
2. Public Offering - Continued:
The first $30,000,000 of subscription funds received (3,000,000 units)
will be for units of CNL XVII, although the general partners have the
right to terminate the offering of units of CNL XVII at any time after
subscriptions aggregating at least 150,000 units ($1,500,000) have been
received and the funds have been released from escrow. As of December
31, 1995, CNL XVII had sold 569,692 units, representing $5,696,921 of
capital contributed by limited partners. After the termination of the
offering of units of CNL XVII, the next up to $30,000,000 of
subscription funds will be for units of the Partnership. The managing
dealer has the option to increase the offering of units of the
Partnership by up to $5,000,000 (500,000 units).
3. Deferred Syndication Costs:
As of December 31, 1995, syndication costs consisting of legal fees,
printing and other expenses which were incurred in connection with the
offering totalled $245,890. These syndication costs have been treated as
deferred costs and, once the Partnership's offering commences, will be
charged to the limited partners' capital accounts to reflect the net
capital proceeds of the offering. All organizational and offering
expenses, as defined in the Partnership's prospectus, which exceed three
percent of the total gross proceeds received from the sale of units of
the Partnership will be paid by the general partners and will not be the
responsibility of the Partnership.
4. Allocations and Distributions:
Generally, distributions of net cash flow, as defined in the limited
partnership agreement of the Partnership, will be made 95 percent to the
limited partners and five percent to the general partners; provided,
however, that for any particular year the five percent of net cash flow
to be distributed to the general partners will be subordinated to
receipt by the limited partners in that year of an eight percent
noncumulative, noncompounded return on their aggregate invested capital
contributions (the "Limited Partners' 8% Return").
Generally, net income (determined without regard to any depreciation and
amortization deductions and gains and losses from the sale of
properties) will be allocated between the limited partners and the
general partners first, in an amount not to exceed the net cash flow
distributed to the partners attributable
B-48
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
4. Allocations and Distributions - Continued:
to such year in the same proportions as such net cash flow is
distributed; and thereafter, 99 percent to the limited partners and one
percent to the general partners. All deductions for depreciation and
amortization will be allocated 99 percent to the limited partners and
one percent to the general partners.
Net sales proceeds from the sale of a property generally will be
distributed first to the limited partners in an amount sufficient to
provide them with the return of their invested capital contributions,
plus their cumulative Limited Partners' 8% Return. The general partners
will then receive a return of their capital contributions and, to the
extent previously subordinated and unpaid, a five percent interest in
all net cash flow distributions. Any remaining net sales proceeds will
be distributed 95 percent to the limited partners and five percent to
the General Partners.
Any gain from the sale of a property will be, in general, allocated in
the same manner as net sales proceeds are distributable. Any loss will
be allocated first, on a pro rata basis to the partners with positive
balances in their capital accounts; and thereafter, 95 percent to the
limited partners and five percent to the general partners.
Notwithstanding the above allocations, at least one percent of each
material item of income and loss, including any gain or loss from the
sale of a property, will be allocated to the general partners.
5. Related Party Transactions:
One of the individual general partners, James M. Seneff, Jr., is
one of the principal shareholders of CNL Group, Inc., the parent
company of CNL Securities Corp. and CNL Fund Advisors, Inc. The
other individual general partner, Robert A. Bourne, is the
president of CNL Securities Corp. and CNL Fund Advisors, Inc.
CNL Securities Corp. is entitled to receive syndication fees amounting
to 8.5% of limited partners' contributions for services in connection
with selling limited partnership interests, a substantial portion of
which will be paid as commissions to other broker-dealers. As of
December 31, 1995, no such fees had been incurred.
B-49
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
5. Related Party Transactions - Continued:
In addition, CNL Securities Corp. is entitled to receive a due diligence
expense reimbursement fee equal to 0.5% of limited partners'
contributions, a portion of which may be reallowed to other
broker-dealers. As of December 31, 1995, no such fees had been incurred.
CNL Fund Advisors, Inc. will be entitled to receive acquisition fees for
services in finding, negotiating and acquiring properties on behalf of
the Partnership equal to 4.5% of the limited partners' contributions. As
of December 31, 1995, no such fees had been incurred.
The Partnership and CNL Fund Advisors, Inc. will enter into a management
agreement pursuant to which CNL Fund Advisors, Inc. will receive annual
management fees of one percent of the sum of gross revenues from
properties wholly owned by the Partnership and the Partnership's
allocable share of gross revenues from joint ventures. The management
fee, which will not exceed fees which are competitive for similar
services in the same geographic area, may or may not be taken, in whole
or in part as to any year, in the sole discretion of CNL Fund Advisors,
Inc. All or any portion of the management fee not taken as to any fiscal
year shall be deferred without interest and may be taken in such other
fiscal year as CNL Fund Advisors, Inc. shall determine. As of December
31, 1995, no management fees had been incurred.
CNL Fund Advisors, Inc. also will be entitled to receive a deferred,
subordinated real estate disposition fee, payable upon the sale of one
or more properties based on the lesser of one-half of a competitive real
estate commission or three percent of the sales price if CNL Fund
Advisors, Inc. provides a substantial amount of services in connection
with the sale. The real estate disposition fee is payable only after the
limited partners receive their cumulative Limited Partners' 8% Return
and their invested capital contributions. No deferred, subordinated real
estate disposition fees have been incurred to date.
During the period February 10, 1995 (date of inception) through December
31, 1995, CNL Fund Advisors, Inc. and its affiliates provided accounting
and administrative services to the Partnership, primarily in connection
with the registration of the offering, totalling $37,586, which are
included in deferred syndication costs at December 31, 1995.
B-50
<PAGE>
CNL INCOME FUND XVIII, LTD.
(A Development Stage Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
February 10, 1995 (Date of Inception)
through December 31, 1995
5. Related Party Transactions - Continued:
The amount due to related parties at December 31, 1995, of $233,760
represents amounts due to CNL Fund Advisors, Inc. and its affiliates for
organizational and offering expenses incurred on behalf of the
Partnership and for accounting and administrative services. In the event
the minimum offering proceeds are not received by the Partnership, the
Partnership will have no obligation to repay such amounts.
B-51
<PAGE>
Report of Independent Public Accountants
To the Stockholders
CNL Realty Corporation
We have audited the accompanying balance sheet of CNL Realty Corporation
as of December 31, 1995. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit of the balance sheet provides a reasonable basis for our
opinion.
In our opinion, the balance sheet referred to above presents fairly, in
all material respects, the financial position of CNL Realty Corporation as of
December 31, 1995, in conformity with generally accepted accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
Orlando, Florida
February 15, 1996
B-52
<PAGE>
CNL REALTY CORPORATION
BALANCE SHEETS
March 30, 1996 December 31,
(Unaudited) 1995
-------------- ------------
ASSETS
Cash $ 796 $ 49
Investment in CNL Income
Fund Partnerships 1,129,033 1,018,346
---------- ----------
$1,129,829 $1,018,395
========== ==========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Loans payable to stockholders $1,109,788 $ 991,524
Due to related parties 5,445 3,522
---------- ----------
Total liabilities 1,115,233 995,046
---------- ----------
Commitments and contingencies
(Note 5)
Stockholders' equity:
Common stock, $1 par value,
7,500 shares authorized,
1,000 shares issued and
outstanding 1,000 1,000
Retained earnings 13,596 22,349
---------- ----------
14,596 23,349
---------- ----------
$1,129,829 $1,018,395
========== ==========
See accompanying notes to balance sheets
B-53
<PAGE>
CNL REALTY CORPORATION
NOTES TO BALANCE SHEETS
March 31, 1996 and December 31, 1995 (Information
with respect to March 31, 1996 is unaudited)
1. Organization and Significant Accounting Policy:
Organization - CNL Realty Corporation (the "Company") was incorporated
on November 26, 1985, under the laws of the State of Florida. The
Company is a general partner in CNL Income Fund, Ltd., CNL Income Fund
II, Ltd., CNL Income Fund III, Ltd., CNL Income Fund IV, Ltd., CNL
Income Fund V, Ltd., CNL Income Fund VI, Ltd., CNL Income Fund VII,
Ltd., CNL Income Fund VIII, Ltd., CNL Income Fund IX, Ltd., CNL Income
Fund X, Ltd., CNL Income Fund XI, Ltd., CNL Income Fund XII, Ltd., CNL
Income Fund XIII, Ltd., CNL Income Fund XIV, Ltd., CNL Income Fund XV,
Ltd., CNL Income Fund XVI, Ltd., CNL Income Fund XVII, Ltd. and CNL
Income Fund XVIII, Ltd. (collectively, the "CNL Income Fund
Partnerships"), all of which were formed to acquire existing restaurant
properties, as well as properties upon which restaurants will be
constructed, to be leased primarily to operators of national and
regional fast-food, family-style and casual dining restaurant chains.
The other general partners in the CNL Income Fund Partnerships are James
M. Seneff, Jr. and Robert A. Bourne.
Use of Estimates - The Company's management has made a number of
estimates and assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and liabilities to
prepare this financial statement in conformity with generally accepted
accounting principles. Actual results could differ from those estimates.
2. Investment in CNL Income Fund Partnerships:
The Company accounts for its general partner interests in the CNL Income
Fund Partnerships under the equity method. The terms of the limited
partnership agreements of each of the CNL Income Fund Partnerships are
similar. Each agreement provides that allocations and distributions
among the general partners will be in such amounts as the general
partners agree among themselves. The general partners have agreed that
ten percent of their one percent interest in the CNL Income Fund
Partnerships will be allocated to CNL Realty Corporation.
B-54
<PAGE>
CNL REALTY CORPORATION
NOTES TO BALANCE SHEET - CONTINUED
March 31, 1996 and December 31, 1995 (Information
with respect to March 31, 1996 is unaudited)
2. Investment in CNL Income Fund Partnerships - Continued:
The following table presents combined, summarized financial information
relating to the CNL Income Fund Partnerships at:
March 31, 1996 December 31,
(Unaudited) 1995
-------------- ------------
Total assets $490,144,422 $486,778,595
Total liabilities 14,399,949 16,318,645
Limited partners'
equity 472,812,502 467,736,550
General partners'
equity:
CNL Realty Corporation 1,129,033 1,018,346
Other 1,802,938 1,705,054
The Company had made total capital contributions of $930,905 and
$830,905 to the CNL Income Fund Partnerships as of March 31, 1996 and
December 31, 1995, respectively.
3. Income Taxes:
Effective January 1988, the Company made an election to be governed by
Subchapter S of the Internal Revenue Code. Taxable income is reported by
the stockholders on their individual income tax returns.
4. Related Parties:
The Company and its stockholders have entered into two promissory notes
which provide for loans to the Company in the aggregate amount of
$1,500,000. The notes are unsecured and bear interest at rates in
accordance with the applicable federal rate prescribed by the Internal
Revenue Service. At March 31, 1996 and December 31, 1995, the blended
applicable federal rate was 5.77% and 6.58%, respectively. Principal and
interest are payable on demand or December 31, 1996.
B-55
<PAGE>
CNL REALTY CORPORATION
NOTES TO BALANCE SHEET - CONTINUED
March 31, 1996 and December 31, 1995 (Information
with respect to March 31, 1996 is unaudited)
4. Related Parties - Continued:
The following presents the outstanding balances under these notes,
including accrued interest, at:
March 31, 1996 December 31,
(Unaudited) 1995
-------------- ------------
James M. Seneff, Jr $ 554,894 $495,762
Robert A. Bourne 554,894 495,762
---------- --------
$1,109,788 $991,524
========== ========
Affiliates of the stockholders provide accounting and administrative
services to the Company on a day-to-day basis. The amounts due to
related parties at March 31, 1996 and December 31, 1995 of $5,445 and
$3,522, respectively, represent amounts for such services and for
operating expenses that affiliates have paid on behalf of the Company.
In January 1996, the Company entered into two promissory notes which
provide for loans to certain of the CNL Income Fund Partnerships in the
aggregate amount of $112,500 in connection with the operations of the
CNL Income Fund Partnerships. The loans are uncollateralized, bear
interest at a rate of prime plus 0.25% per annum and are due on demand.
The outstanding balance of these loans, including interest of
approximately $860, was repaid to the Company as of March 31, 1996.
B-56
<PAGE>
CNL REALTY CORPORATION
NOTES TO BALANCE SHEETS - CONTINUED
March 31, 1996 and December 31, 1995 (Information
with respect to March 31, 1996 is unaudited)
5. Commitments and Contingencies:
As one of the general partners in the CNL Income Fund Partnerships, the
Company will share in the liability for organizational and offering
expenses which exceed three percent of the gross offering proceeds.
Further, the general partners have agreed to contribute up to one
percent of the gross offering proceeds for partnership property
maintenance and repairs to the extent that the CNL Income Fund
Partnerships have insufficient funds for such purposes.
6. Subsequent Events:
In April 1996, the Company received additional advances under the loans
from its stockholders totalling $182,400 in connection with the
promissory notes described in Note 4.
In connection therewith, in April 1996, the Company made additional
capital contributions of $30,500 to the CNL Income Fund Partnerships and
entered into three promissory notes which provide for loans to certain
of the CNL Income Fund Partnerships in the aggregate amount of $151,900
in connection with the operations of the CNL Income Fund Partnerships.
The loans are uncollateralized, non-interest bearing and are due on
demand. The outstanding principal amount of these loans was repaid to
the Company in full in May 1996. In addition, in May 1996, the Company
repaid the stockholders $151,900 of amounts advanced under the
promissory notes described above.
7. Basis of Presentation of Unaudited Financial Statements:
In the opinion of management of the Company, the unaudited balance sheet
contains all adjustments (consisting of only normal recurring accruals)
necessary to present fairly the Company's financial position as of March
31, 1996.
B-57
EXHIBIT C
PRIOR PERFORMANCE TABLES
THE PRIOR PERFORMANCE TABLES INCLUDED IN THIS
EXHIBIT C UPDATE AND REPLACE EXHIBIT C TO THE ATTACHED
PROSPECTUS, DATED AUGUST 11 , 1995.
<PAGE>
EXHIBIT C
PRIOR PERFORMANCE TABLES
The information in this Exhibit C contains certain relevant summary
information concerning prior partnerships sponsored by one or both of the
individual General Partners and their Affiliates which have investment
objectives similar to the Partnerships (the "Prior Partnerships").
A more detailed description of the acquisitions by the Prior
Partnerships is set forth in Part II of the registration statement filed with
the Securities and Exchange Commission for this Offering and is available from
the General Partners upon request, without charge. In addition, upon request to
the General Partners, the General Partners will provide, without charge, a copy
of the most recent Annual Report on Form 10-K filed with the Securities and
Exchange Commission for CNL Income Fund, Ltd., CNL Income Fund II, Ltd., CNL
Income Fund III, Ltd., CNL Income Fund IV, Ltd., CNL Income Fund V, Ltd., CNL
Income Fund VI, Ltd., CNL Income Fund VII, Ltd., CNL Income Fund VIII, Ltd., CNL
Income Fund IX, Ltd., CNL Income Fund X, Ltd., CNL Income Fund XI, Ltd., CNL
Income Fund XII, Ltd., CNL Income Fund XIII, Ltd., CNL Income Fund XIV, Ltd.,
CNL Income Fund XV, Ltd., CNL Income Fund XVI, Ltd., CNL Income Fund XVII, Ltd.
and CNL Income Fund XVIII, Ltd., as well as a copy, for a reasonable fee, of the
exhibits filed with such reports.
The investment objectives of the Prior Partnerships, which are
substantially the same as those of the Partnership, generally include
preservation and protection of partnership capital, the potential for increased
income and protection against inflation, potential for capital appreciation, and
partially tax-sheltered cash distributions, all through investment in restaurant
properties. However, certain of the Prior Partnerships incurred debt in
connection with their acquisition of restaurant properties, while others did
not. Further, certain of the Prior Partnerships permitted an investment in the
Prior Partnership to be made in installments rather than in cash upon
subscription. Accordingly, unlike the Partnerships, not all of the Prior
Partnerships have as an investment objective the distribution of cash in their
initial year of operations or the distribution of cash in excess of taxable
income in their initial year of operations.
INVESTORS SHOULD NOT CONSTRUE INCLUSION OF THE FOLLOWING TABLES AS
IMPLYING THAT THE PARTNERSHIP WILL HAVE RESULTS COMPARABLE TO THOSE REFLECTED IN
SUCH TABLES. DISTRIBUTABLE CASH FLOW, FEDERAL INCOME TAX DEDUCTIONS, OR OTHER
FACTORS COULD BE SUBSTANTIALLY DIFFERENT. INVESTORS SHOULD NOTE THAT, BY
ACQUIRING UNITS IN THE PARTNERSHIP, THEY WILL NOT BE ACQUIRING ANY INTEREST IN
ANY PRIOR PARTNERSHIPS.
Description of Tables
The following Tables are included herein:
Table I - Experience in Raising and Investing Funds
Table II - Compensation to Sponsor
Table III - Operating Results of Prior Programs
Table V - Sales or Disposal of Properties
C-1
<PAGE>
Unless otherwise indicated in the Tables, all information contained in
the Tables is as of December 31, 1995. The following is a brief description of
the Tables:
Table I - Experience in Raising and Investing Funds
Table I presents information on a percentage basis showing the
experience of one or both of the individual General Partners and their
Affiliates in raising and investing funds for the Prior Partnerships, the
offerings of which closed between April 1985 and December 1995.
The Table sets forth information on the offering expenses incurred and
amounts available for investment expressed as a percentage of total dollars
raised. The Table also shows the percentage of property acquisition cost
leveraged, the date the offering commenced, and the time required to raise funds
for investment.
Table II - Compensation to Sponsor
Table II provides information, on a total dollar basis, regarding
amounts and types of compensation paid to the general partners of the Prior
Partnerships.
The Table indicates the total offering proceeds and the portion of such
offering proceeds paid or to be paid to the General Partners and their
Affiliates in connection with the Prior Partnerships, the offerings of which
closed between August 1978 and December 1995. The Table also shows the amounts
paid to the General Partners and their Affiliates from cash generated from
operations and from cash generated from sales or refinancing by each of the
Prior Partnerships on a cumulative basis commencing with inception and ending
December 31, 1995.
Table III - Operating Results of Prior Programs
Table III presents a summary of operating results for the period from
inception through December 31, 1995, of the Prior Partnerships, the offerings of
which closed between April 1985 and December 1995.
The Table includes a summary of income or loss of the Prior
Partnerships, some of which are presented on the basis of accounting used for
federal income tax purposes and some of which are presented on the basis of
generally accepted accounting principles ("GAAP"), depending, in each instance,
on how the respective books of the Prior Partnerships are kept. (The principal
difference between GAAP and the income tax basis of reporting is that
depreciation under the tax basis of reporting is based upon the rates
established by the Accelerated Cost Recovery System ["ACRS"] for property placed
in service between January 1, 1981 and December 31, 1986, and the Modified
Accelerated Cost Recovery System ["MACRS"] for property placed in service after
1986. Use of ACRS usually results in a higher charge against operations than
would be the result if the depreciation rate applied to property were based on
the economic useful life of the property, as required by GAAP, while use of
MACRS usually results in a somewhat lower charge against operations.) The Table
also shows cash generated from operations, which represents the cash generated
from operations of the properties of the Prior Partnerships, as distinguished
from cash generated from other sources (special items). The section of the Table
entitled "Special Items" provides information relating to cash generated from or
used by items which are not directly related to the operations of the properties
of the Prior Partnerships, but rather are related to items of a partnership
nature. These items include proceeds from capital contributions of limited
partners, proceeds of mortgage loans, and disbursements made from these sources
of funds, such as syndication and organizational costs, acquisition of the
properties and other costs which are related more to the formation of the
partnership than to the actual operations of the properties.
The Table also presents information pertaining to investment income,
returns of capital on a GAAP basis (federal tax basis for those entities whose
books are maintained using such basis), cash distributions from operations,
sales and refinancing proceeds expressed in total dollar amounts as well as
distributions and tax results on a per $1,000 investment basis.
C-2
<PAGE>
Table IV - Results of Completed Programs
Table IV is omitted from this Exhibit C because none of the General
Partners or their Affiliates has been involved in completed programs which had
investment objectives similar to those of the Partnership.
Table V - Sales or Disposal of Properties
Table V provides information regarding the sale or disposal of
properties owned by the Prior Partnerships between August 1978 and December
1995.
The Table includes the selling price of the property, the cost of the
property, the date acquired and the date of sale.
C-3
<PAGE>
TABLE I
EXPERIENCE IN RAISING AND INVESTING FUNDS
<TABLE>
<CAPTION>
436 Semoran Longwood
Commercial Commercial Commercial Altamonte St. Louis International Ormond
Oak Ridge of Altamonte, Investors, Investors, Springs Investors, Drive Beach
Road Trust Ltd. Ltd. Ltd. Investors, Ltd. Investors, Investors,
(Note 1) (Note 2) (Note 2) (Note 2) Ltd. (Note 2) Ltd. Ltd.
----------- ------------- ----------- ----------- ---------- --------- ----------- ----------
<S> <C>
Dollar amount offered $ 375,000 $ 425,000 $ 110,000
========== =========== ===========
Dollar amount raised 100.0% 100.0% 100.0%
Less offering expenses: ----------- ----------- -----------
Selling commissions and
discounts (100% retained
by affiliates except for
CNL Income Funds and
Prudential-Bache/CNL
National Net Lease
Properties, Ltd.) (10.0) (10.0) --
Organizational expenses (2.7) (2.7) (3.4)
Marketing support and due
diligence expense
reimbursement fees
(includes amounts
reallowed to unaffiliated
entities) -- -- --
------- ----------- -----------
(12.7) (12.7) (3.4)
------- ----------- -----------
Reserve for operations (1.6) (0.1) --
------- ----------- -----------
Percent available for
investment 85.7% 87.2% 96.6%
======= =========== ===========
Acquisition costs:
Cash down payment 85.3% 85.4% 89.3%
Acquisition fees paid to
affiliates -- 1.8 7.3
Loan costs .4 -- --
------ ----------- -----------
Total acquisition costs 85.7% 87.2% 96.6%
====== =========== ===========
Percent leveraged (mortgage
financing divided by total
acquisition costs) -- -- 47.6%
Date offering began 2/20/85 9/17/85 9/17/85
Length of offering (in months) 2 2 2
Months to invest 90% of
amount available for
investment measured from
date of offering 1 2 1
</TABLE>
C-4
<PAGE>
<TABLE>
<CAPTION>
Prudential
Bache/CNL
National Net
Ocala CNL Income CNL Income CNL Income Lease
Investors, Fund, Fund II, Fund III, Properties,
Ltd. Ltd. Ltd. Ltd. Ltd.
--------- ---------- ---------- ----------- -----------
<S> <C>
Dollar amount offered $ 420,000 $15,000,000 $25,000,000 $25,000,000 $10,275,000
=========== =========== =========== =========== ===========
Dollar amount raised 100.0% 100.0% 100.0% 100.0% 100.0%
Less offering expenses: ----------- ----------- ----------- ----------- -----------
Selling commissions and
discounts (100% retained
by affiliates except for
CNL Income Funds and
Prudential-Bache/CNL
National Net Lease
Properties, Ltd.) (10.0) (8.5) (8.5) (8.5) (7.0)
Organizational expenses (2.5) (2.9) (2.3) (3.0) (4.9)
Marketing support and due
diligence expense
reimbursement fees
(includes amounts
reallowed to unaffiliated
entities) -- -- -- -- --
----------- ----------- ----------- ----------- -----------
(12.5) (11.4) (10.8) (11.5) (11.9)
----------- ----------- ----------- ----------- -----------
Reserve for operations -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Percent available for
investment 87.5% 88.6% 89.2% 88.5% 88.1%
=========== =========== =========== =========== ===========
Acquisition costs:
Cash down payment 85.7% 83.6% 84.2% 83.5% 80.7%
Acquisition fees paid to
affiliates 1.8 5.0 5.0 5.0 6.0
Loan costs -- -- -- -- 1.4
----------- ----------- ----------- ----------- -----------
Total acquisition costs 87.5% 88.6% 89.2% 88.5% 88.1%
=========== =========== =========== =========== ===========
Percent leveraged (mortgage
financing divided by total
acquisition costs) -- -- -- -- --
Date offering began 11/10/85 4/09/86 1/02/87 8/10/87 5/05/88
Length of offering (in months) 2 8.5 7.5 8.5 10
Months to invest 90% of
amount available for
investment measured from
date of offering 2 8.5 11 13 11
</TABLE>
Note 1: Effective August 21, 1993, Oak Ridge Road Trust sold one of its
properties pursuant to a partner vote, in exchange for stock in an
entity with investment objectives that are different than those of the
Partnership. Accordingly, the investment objectives of this partnership
are no longer similar to those of the Partnership.
Note 2: Effective July 17, 1992, 436 Commercial of Altamonte, Ltd., Semoran
Commercial Investors, Ltd., Longwood Commercial Investors, Ltd. and St.
Louis Investors, Ltd. sold their properties, pursuant to a limited
partner vote, in exchange for stock in an entity with investment
objectives that are different than those of the Partnership.
Accordingly, the investment objectives of these partnerships are no
longer similar to those of the Partnership.
C-5
<PAGE>
TABLE I - EXPERIENCE IN RAISING AND INVESTING FUNDS (continued)
<TABLE>
<CAPTION>
CNL Income CNL Income CNL Income CNL Income CNL Income CNL Income CNL Income CNL Income
Fund IV, Fund V, Fund VI, Fund VII, Fund VIII, Fund IX, Fund X, Fund XI,
Ltd. Ltd. Ltd. Ltd. Ltd. Ltd. Ltd. Ltd.
----------- ----------- ---------- --------- ------------ ---------- ---------- ----------
<S> <C>
Dollar amount offered $30,000,000 $25,000,000 $35,000,000 $30,000,000 $35,000,000 $35,000,000 $40,000,000 $40,000,000
=========== =========== =========== =========== =========== =========== =========== ===========
Dollar amount raised 100.0% 100.0% 100.0% 100.0% 100.0 100.0% 100.0% 100.0%
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
Less offering expenses:
Selling commissions and
discounts (100% retained
by affiliates except for
CNL Income Funds and
Prudential-Bache/CNL
National Net Lease
Properties, Ltd.) (8.5) (8.5) (8.5) (8.5) (8.5) (8.5) (8.5) (8.5)
Organizational expenses (3.0) (3.0) (3.0) (3.0) (3.0) (3.0) (3.0) (3.0)
Marketing support and due
diligence expense
reimbursement fees
(includes amounts
reallowed to unaffiliated
entities) -- -- -- -- -- (0.5) (0.5) (0.5)
----------- ----------- ----------- ----------- ---------- ----------- ----------- ------------
(11.5) (11.5) (11.5) (11.5) (11.5) (12.0) (12.0) (12.0)
----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------
Reserve for operations -- -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- ----------- ----------- ------------
Percent available for
investment 88.5% 88.5% 88.5% 88.5% 88.5% 88.0% 88.0% 88.0%
=========== =========== =========== =========== =========== =========== =========== ============
Acquisition costs:
Cash down payment 83.5% 83.5% 83.5% 83.5% 83.5% 83.0% 83.0% 83.0%
Acquisition fees paid to
affiliates 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5.0
Loan costs -- -- -- -- -- -- -- --
----------- ----------- ----------- ----------- ---------- ----------- ----------- ------------
Total acquisition costs 88.5% 88.5% 88.5% 88.5% 88.5% 88.0% 88.0% 88.0%
=========== =========== =========== =========== ========== =========== =========== ============
Percent leveraged (mortgage
financing divided by total
acquisition costs) -- -- -- -- -- -- -- --
Date offering began 5/06/88 12/16/88 6/08/89 1/30/90 8/02/90 3/20/91 9/09/91 3/18/92
Length of offering (in months) 8 6 7.5 6 7 5.5 6 6
Months to invest 90% of
amount available for
investment measured from
date of offering 12.5 12 16 10 13.5 12 7 6
</TABLE>
C-6
<PAGE>
TABLE I - EXPERIENCE IN RAISING AND INVESTING FUNDS (continued)
<TABLE>
<CAPTION>
CNL Income CNL Income CNL Income CNL Income CNL Income
Fund XII, Fund XIII, Fund XIV, Fund XV, Fund XVI,
Ltd. Ltd. Ltd. Ltd. Ltd.
<S> <C> ----------- ---------- ---------- ---------- ----------
Dollar amount offered $45,000,000 $40,000,000 $45,000,000 $40,000,000 $45,000,000
=========== =========== =========== =========== ===========
Dollar amount raised 100.0% 100.0% 100.0% 100.0% 100.0%
----------- ----------- ----------- ----------- -----------
Less offering expenses:
Selling commissions and
discounts (100% retained
by affiliates except for
CNL Income Funds and
Prudential-Bache/CNL
National Net Lease
Properties, Ltd.) (8.5) (8.5) (8.5) (8.5) (8.5)
Organizational expenses (3.0) (3.0) (3.0) (3.0) (3.0)
Marketing support and due
diligence expense
reimbursement fees
(includes amounts
reallowed to unaffiliated
entities) (0.5) (0.5) (0.5) (0.5) (0.5)
----------- ----------- ----------- ----------- --------
(12.0) (12.0) (12.0) (12.0) (12.0)
----------- ----------- ----------- ----------- --------
Reserve for operations -- -- -- -- --
----------- ----------- ----------- ----------- --------
Percent available for
investment 88.0% 88.0% 88.0% 88.0% 88.0%
=========== =========== =========== =========== ========
Acquisition costs:
Cash down payment 83.0% 82.5% 82.5% 82.5% 82.5%
Acquisition fees paid to
affiliates 5.0 5.5 5.5 5.5 5.5
Loan costs -- -- -- -- --
----------- ----------- ----------- ----------- --------
Total acquisition costs 88.0% 88.0% 88.0% 88.0% 88.0%
=========== =========== =========== =========== ========
Percent leveraged (mortgage
financing divided by total
acquisition costs) -- -- -- -- --
Date offering began 9/29/92 3/31/93 8/27/93 2/23/94 9/02/94
Length of offering (in months) 6 5 6 6 9
Months to invest 90% of
amount available for
investment measured from
date of offering 11 10 11 10 11
</TABLE>
C-7
<PAGE>
TABLE II
COMPENSATION TO SPONSOR
<TABLE>
<CAPTION>
436 Semoran Longwood
Oak Ridge Commercial Commercial Commercial Altamonte St. Louis
Road of Altamonte, Investors, Investors, Springs Investors,
Trust Ltd. Ltd. Ltd. Investors, Ltd.
(Note 3) (Note 4) (Note 4) (Note 4) Ltd. (Note 4)
---------- ------------ ---------- ---------- -------- ----------
<S> <C>
Date offering commenced 2/20/85
Dollar amount raised $ 375,000
Amount paid to sponsor from proceeds of offering: =========== ==========
Selling commissions and discounts (includes
amounts reallowed to unaffiliated entities)
(Note 1) 37,500
Real estate commissions -
Acquisition fees (Note 2) -
Marketing support and due diligence expense
reimbursement fees (includes amounts
reallowed to unaffiliated entities) -
-----------
Total amount paid to sponsor 37,500
===========
Dollar amount of cash generated from
operations before deducting payments to
sponsor:
1995 57,364
1994 35,433
1993 34,895
1992 36,180
1991 36,643
1990 36,281
1989 36,331
1988 36,830
1987 37,106
1986 43,074
1985 25,550
1984 -
1983 -
1982 -
1981 -
1980 -
1979 -
1978 -
Amount paid to sponsor from operations (administrative, accounting and
management fees):
1995 4,438
1994 1,500
1993 1,500
1992 1,500
1991 1,500
1990 1,535
1989 1,926
1988 1,200
1987 1,200
1986 -
1985 -
1984 -
1983 -
1982 -
1981 -
1980 -
1979 -
1978 -
Dollar amount of property sales and refinancing before deducting payments to
sponsor:
Cash 200,000
Notes 1,000,000
Amount paid to sponsors from property sales and refinancing:
Real estate commissions 60,000
Incentive fees -
Other (Note 5) -
</TABLE>
Note 1: Selling commissions and discounts were 100% retained by affiliates
except for CNL Income Funds, Prudential-Bache/CNL National Net Lease
Properties, Ltd. and CNL Income & Growth Funds (included in Other
Programs). Amount for Prudential-Bache/CNL National Net Lease
Properties, Ltd. includes $719,250 of payments to a co-general partner
and their affiliates who otherwise would not be considered affiliated to
CNL Securities Corp. and their affiliates.
Note 2: Amount for Prudential-Bache/CNL National Net Lease Properties, Ltd.
includes $308,250 of payments to a co-general partner and their
affiliates who otherwise would not be considered affiliated to CNL
Securities Corp. and their affiliates.
Note 3: Effective August 21, 1993, Oak Ridge Road Trust sold one of its
properties pursuant to a partner vote, in exchange for stock in an
entity with investment objectives that are different than those of the
Partnership. Accordingly, the investment objectives of this partnership
are no longer similar to those of the Partnership. In connection with
the sale of this property in exchange for stock in another entity,
affiliates of the sponsor received stock with a fair market value of
$10,642 as a real estate commission. Oak Ridge Road Trust is now
included in "Other Programs" above.
C-6
<PAGE>
<TABLE>
<CAPTION>
International Ormond
Drive Beach Ocala CNL Income
Investors, Investors, Investors, Fund,
Ltd. Ltd. Ltd. Ltd.
----------- --------- ---------- ----------
<S> <C>
Date offering commenced 9/17/85 9/17/85 11/10/85 4/09/86
Dollar amount raised $425,000 $110,000 $420,000 $15,000,000
Amount paid to sponsor from proceeds of offering: =========== =========== ======== ===========
Selling commissions and discounts (includes
amounts reallowed to unaffiliated entities)
(Note 1) 42,500 - 42,000 1,275,000
Real estate commissions 7,450 8,000 7,500 -
Acquisition fees (Note 2) - - - 750,000
Marketing support and due diligence expense
reimbursement fees (includes amounts
reallowed to unaffiliated entities) - - - -
---------- ----------- ----------- ----------
Total amount paid to sponsor 49,950 8,000 49,500 2,025,000
========== =========== =========== ==========
Dollar amount of cash generated from
operations before deducting payments to
sponsor:
1995 47,505 11,511 33,049 1,241,057
1994 47,527 16,689 45,956 1,323,193
1993 46,298 15,967 45,382 1,321,053
1992 50,796 14,600 46,147 1,338,710
1991 49,729 14,303 48,770 1,468,807
1990 47,853 11,346 49,554 1,520,511
1989 47,767 11,606 44,411 1,542,424
1988 46,996 11,653 42,618 1,527,498
1987 45,915 12,032 45,938 1,537,453
1986 46,101 11,702 44,727 212,986
1985 6,136 2,633 (34) -
1984 - - - -
1983 - - - -
1982 - - - -
1981 - - - -
1980 - - - -
1979 - - - -
1978 - - - -
Amount paid to sponsor from operations (administrative, accounting and
management fees):
1995 3,916 778 953 58,543
1994 1,500 1,500 1,500 43,992
1993 1,500 1,500 1,500 35,320
1992 1,500 1,500 1,500 29,621
1991 1,500 2,100 1,500 26,084
1990 2,876 900 2,475 19,642
1989 1,200 1,200 1,506 30,059
1988 1,200 1,200 1,200 27,712
1987 1,200 1,200 1,200 15,596
1986 - - - -
1985 - - - -
1984 - - - -
1983 - - - -
1982 - - - -
1981 - - - -
1980 - - - -
1979 - - - -
1978 - - - -
Dollar amount of property sales and refinancing before deducting payments to
sponsor:
Cash - - - 2,187,511
Notes - - - -
Amount paid to sponsors from property sales and refinancing:
Real estate commissions - - - -
Incentive fees - - - -
Other (Note 5) - - - 66,750
</TABLE>
Note 4: Effective July 17, 1992, 436 Commercial of Altamonte, Ltd., Semoran
Commercial Investors, Ltd., Longwood Commercial Investors, Ltd. and St.
Louis Investors, Ltd. sold their properties, pursuant to a limited
partner vote, in exchange for stock in an entity with investment
objectives that are different than those of the Partnership.
Accordingly, the investment objectives of these partnerships are no
longer similar to those of the Partnership. In connection with the sale
of these properties in exchange for stock in another entity, affiliates
of the sponsor received stock with a fair market value of $20,322,
$16,435, $15,848 and $24,104 from 436 Commercial of Altamonte, Ltd.,
Semoran Commercial Investors, Ltd., Longwood Commercial Investors, Ltd.
and St. Louis Investors, Ltd., respectively, as a real estate
commission. 436 Commercial of Altamonte, Ltd., Semoran Commercial
Investors, Ltd., Longwood Commercial Investors, Ltd. and St. Louis
Investors, Ltd. are now included in "Other Programs" above.
Note 5: During the years ended December 31, 1992 and 1994, CNL Income Fund,
Ltd. incurred $35,250 and $31,500, respectively, in deferred,
subordinated real estate disposition fees as a result of the sale of two
of its properties. In addition, during the year ended December 31, 1995,
CNL Income Fund VII, Ltd. and CNL Income Fund VIII, Ltd. incurred $7,200
and $13,800, respectively, in deferred, subordinated real estate
disposition fees as a result of the sale of one and two of their
properties, respectively. As of December 31, 1995, no such amounts had
been paid due to the subordinated nature of this fee.
C-7
<PAGE>
<TABLE>
<CAPTION>
Prudential-
Bache/CNL
National Net
CNL Income CNL Income Lease
Fund II, Fund III, Properties,
Ltd. Ltd. Ltd.
--------- ----------- ---------
<S> <C>
Date offering commenced 1/02/87 8/10/87 5/05/88
Dollar amount raised $25,000,000 $25,000,000 $10,275,000
Amount paid to sponsor from proceeds of offering: ========== ========== ==========
Selling commissions and discounts (includes
amounts reallowed to unaffiliated entities)
(Note 1) 2,125,000 2,125,000 719,250
Real estate commissions - - -
Acquisition fees (Note 2) 1,250,000 1,250,000 616,500
Marketing support and due diligence expense
reimbursement fees (includes amounts
reallowed to unaffiliated entities) - - -
----------- ----------- ----------
Total amount paid to sponsor 3,375,000 3,375,000 1,335,750
=========== =========== ===========
Dollar amount of cash generated from
operations before deducting payments to
sponsor:
1995 2,249,390 2,282,034 902,081
1994 2,210,761 2,411,004 928,219
1993 2,214,797 2,332,160 888,000
1992 2,374,438 2,277,388 882,585
1991 2,524,093 2,426,263 958,353
1990 2,462,923 2,437,332 969,575
1989 2,449,414 2,430,482 1,063,036
1988 2,331,127 1,779,330 306,514
1987 1,204,453 93,740 -
1986 - - -
1985 - - -
1984 - - -
1983 - - -
1982 - - -
1981 - - -
1980 - - -
1979 - - -
1978 - - -
Amount paid to sponsor from operations (administrative, accounting and
management fees):
1995 81,023 78,597 17,015
1994 54,157 47,633 13,221
1993 44,620 39,619 11,900
1992 30,514 33,651 9,996
1991 28,141 26,912 9,279
1990 20,078 20,790 11,244
1989 18,505 20,419 15,641
1988 19,896 22,904 4,099
1987 9,141 2,703 -
1986 - - -
1985 - - -
1984 - - -
1983 - - -
1982 - - -
1981 - - -
1980 - - -
1979 - - -
1978 - - -
Dollar amount of property sales and refinancing before deducting payments to
sponsor:
Cash 1,635,010 - -
Notes - - -
Amount paid to sponsors from property sales and refinancing:
Real estate commissions - - -
Incentive fees - - -
Other (Note 5) - - -
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
CNL Income CNL Income CNL Income CNL Income CNL Income
Fund IV, Fund V, Fund VI, Fund VII, Fund VIII,
Ltd. Ltd. Ltd. Ltd. Ltd.
<S> <C> ------------ ------------ ----------- ------------ ------------
Date offering commenced 05/06/88 12/16/88 6/08/89 1/30/90 8/02/90
Dollar amount raised $30,000,000 $25,000,000 $35,000,000 $30,000,000 $35,000,000
=========== =========== =========== =========== ===========
Amount paid to sponsor from
proceeds of offering:
Selling commissions and discounts
(includes amounts reallowed to
unaffiliated entities)
(Note 1) 2,550,000 2,125,000 2,975,000 2,550,000 2,975,000
Real estate commissions - - - - -
Acquisition fees (Note 2) 1,500,000 1,250,000 1,750,000 1,500,000 1,750,000
Marketing support and due
diligence expense reimbursement
fees (includes amounts
reallowed to unaffiliated entities) - - - - -
----------- ----------- ----------- ----------- ----------
Total amount paid to sponsor 4,050,000 3,375,000 4,725,000 4,050,000 4,725,000
=========== =========== =========== =========== ==========
Dollar amount of cash generated from
operations before deducting
payments to sponsor:
1995 2,750,169 2,226,800 3,304,277 2,565,797 3,337,050
1994 2,594,027 2,224,393 3,303,435 2,780,851 3,453,350
1993 2,696,323 2,257,910 3,234,816 2,701,325 3,240,772
1992 2,781,489 2,390,704 3,240,209 2,716,954 3,256,005
1991 2,578,520 2,278,902 3,235,671 2,803,819 2,880,558
1990 2,798,527 2,382,083 2,964,865 1,411,939 288,291
1989 2,642,185 1,544,368 585,207 - -
1988 563,592 - - - -
1987 - - - - -
1986 - - - - -
1985 - - - - -
1984 - - - - -
1983 - - - - -
1982 - - - - -
1981 - - - - -
1980 - - - - -
1979 - - - - -
1978 - - - - -
Amount paid to sponsor from
operations (administrative,
accounting and management fees):
1995 79,776 83,882 81,847 81,259 73,365
1994 49,816 47,314 49,761 46,469 40,461
1993 42,764 42,252 40,130 40,143 39,011
1992 35,735 36,114 36,852 33,638 36,802
1991 27,315 30,125 36,956 36,193 37,626
1990 24,675 25,195 33,330 24,391 7,371
1989 36,121 23,611 9,827 - -
1988 11,274 - - - -
1987 - - - - -
1986 - - - - -
1985 - - - - -
1984 - - - - -
1983 - - - - -
1982 - - - - -
1981 - - - - -
1980 - - - - -
1979 - - - - -
1978 - - - - -
Dollar amount of property
sales and refinancing before
deducting payments to
sponsor:
Cash 1,230,650 - 2,328,984 1,569,036 1,532,852
Notes - 1,040,000 - 1,400,000 460,000
Amount paid to sponsors from
property sales and refinancing:
Real estate commissions - - - - -
Incentive fees - - - - -
Other (Note 5) - - - 7,200 13,800
</TABLE>
Note 6: Other programs include the aggregate amounts from fourteen partnerships
with investment objectives different from those of the Partnership and
whose offerings had closed as of December 31, 1995. The offerings of
these partnerships commenced on various dates ranging from July 1978 to
December 1994.
Note 7. Information for the year ended December 31, 1995, has not been included
because it is unavailable at this time.
C-8
<PAGE>
<TABLE>
<CAPTION>
CNL Income CNL Income CNL Income CNL Income CNL Income CNL Income CNL Income CNL Income
Fund IX, Fund X, Fund XI, Fund XII, Fund XIII, Fund XIV, Fund XV, Fund XVI,
Ltd. Ltd. Ltd. Ltd. Ltd. Ltd. Ltd. Ltd.
<S> <C> ----------- ----------- ----------- ----------- ----------- ----------- ----------- --------
Date offering commenced 3/20/91 9/09/91 3/18/92 9/29/92 3/31/93 8/27/93 2/23/94 9/02/94
Dollar amount raised $35,000,000 $40,000,000 $40,000,000 $45,000,000 $40,000,000 $45,000,000 $40,000,000 $45,000,000
=========== =========== =========== =========== =========== =========== =========== ===========
Amount paid to sponsor from
proceeds of offering:
Selling commissions & discounts
(includes amounts reallowed to
unaffiliated entities)
(Note 1) 2,975,000 3,400,000 3,400,000 3,825,000 3,400,000 3,825,000 3,400,000 3,825,000
Real estate commissions - - - -
Acquisition fees (Note 2) 1,750,000 2,000,000 2,000,000 2,250,000 2,200,000 2,475,000 2,200,000 2,475,000
Marketing support and due
diligence expense reimbursement
fees (includes amounts
reallowed to unaffiliated
entities) 175,000 200,000 200,000 225,000 200,000 225,000 200,000 225,000
----------- ----------- ----------- ---------- ----------- ----------- ----------- -----------
Total amount paid to sponsor 4,900,000 5,600,000 5,600,000 6,300,000 5,800,000 6,525,000 5,800,000 6,525,000
=========== =========== =========== ========== =========== =========== =========== ===========
Dollar amount of cash generated
from operations before
deducting payments to sponsor:
1995 3,162,674 3,603,470 3,758,271 3,928,473 3,482,461 3,823,939 3,361,477 2,619,840
1994 3,250,836 3,828,234 3,574,474 3,933,486 3,232,046 2,897,432 1,154,454 212,171
1993 3,064,973 3,499,905 3,434,512 3,320,549 1,148,550 329,957 - -
1992 3,179,912 3,141,123 1,525,462 63,401 - - - -
1991 1,291,549 204,240 - - - - - -
1990 - - - - - - - -
1989 - - - - - - - -
1988 - - - - - - - -
1987 - - - - - - - -
1986 - - - - - - - -
1985 - - - - - - - -
1984 - - - - - - - -
1983 - - - - - - - -
1982 - - - - - - - -
1981 - - - - - - - -
1980 - - - - - - - -
1979 - - - - - - - -
1978 - - - - - - - -
Amount paid to sponsor from
operations (administrative,
accounting and management fees):
1995 64,398 76,108 106,086 109,111 103,083 114,095 122,107 138,445
1994 36,622 42,741 76,533 84,524 83,046 84,801 37,620 7,023
1993 35,678 38,999 78,926 73,789 27,003 8,220 - -
1992 37,348 39,505 30,237 2,031 - - - -
1991 18,596 2,834 - - - - - -
1990 - - - - - - - -
1989 - - - - - - - -
1988 - - - - - - - -
1987 - - - - - - - -
1986 - - - - - - - -
1985 - - - - - - - -
1984 - - - - - - - -
1983 - - - - - - - -
1982 - - - - - - - -
1981 - - - - - - - -
1980 - - - - - - - -
1979 - - - - - - - -
1978 - - - - - - - -
Dollar amount of property
sales and refinancing before
deducting payments to
sponsor:
Cash - 1,057,386 - - 286,411 696,012 811,706 -
Notes - - - - - - - -
Amount paid to sponsors from
property sales and refinancing:
Real estate commissions - - - - - - - -
Incentive fees - - - - - - - -
Other (Note 5) - - - - - - - -
</TABLE>
C-9
TABLE II - COMPENSATION TO SPONSOR (continued)
Other
Programs
---------
(Notes 3,
Date offering commenced 4 and 6)
Dollar amount raised $87,660,000
Amount paid to sponsor from proceeds of offering:
Selling commissions and discounts (includes
amounts reallowed to unaffiliated entities)
(Note 1) 7,222,350
Real estate commissions 226,500
Acquisition fees (Note 2) 8,412,500
Marketing support and due diligence expense
reimbursement fees (includes amounts
reallowed to unaffiliated entities) 1,214,058
-----------
Total amount paid to sponsor 17,075,408
===========
Dollar amount of cash generated from
operations before deducting payments to
sponsor:
1995 (Note 7)
1994 7,077,799
1993 6,745,060
1992 3,790,319
1991 2,369,206
1990 2,141,493
1989 239,860
1988 153,856
1987 135,573
1986 140,838
1985 119,356
1984 101,187
1983 58,260
1982 668
1981 -
1980 -
1979 -
1978 -
Amount paid to sponsor from operations
(administrative, accounting and
management fees):
1995 (Note 7)
1994 442,538
1993 299,164
1992 117,553
1991 68,521
1990 62,287
1989 12,271
1988 6,002
1987 8,992
1986 -
1985 -
1984 3,000
1983 -
1982 -
1981 -
1980 -
1979 -
1978 -
Dollar amount of property sales and
refinancing before deducting payments
to sponsor:
Cash 9,099,150
Notes -
Amount paid to sponsors from property
sales and refinancing:
Real estate commissions (Notes 3 and 4)
Incentive fees -
Other (Note 5) -
<PAGE>
TABLE III
Operating Results of Prior Programs
ALTAMONTE SPRINGS INVESTORS, LTD.
<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990
--------- --------- --------- --------- --------- ---------
<S> <C>
Gross revenue $ 32,032 $ 39,904 $ 39,247 $ 38,060 $ 38,168 $ 37,788
Profit from sale of properties (Note 5) 0 0 0 0 0 0
Interest income 0 8,400 0 0 0 114
Other income 0 0 0 0 0 0
Less: Operating expenses (504) (3,332) (3,341) (2,430 (3,760) (3,150)
Interest expense (5,978) (1,898) 0 0 (3) (6)
Depreciation and amortization (9,100) (12,488) (12,156) (12,156 (12,156) (12,156)
--------- --------- --------- --------- --------- ---------
Net income (loss) - tax basis 16,450 30,586 23,750 23,474 22,249 22,590
========= ========= ========= ========= ========= =========
Taxable income (loss)
- from operations 16,450 30,586 23,750 23,474 22,249 22,590
========= ========= ========= ========= ========= =========
- from gain on sale 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
Cash generated from operations
(Note 1) 25,550 43,074 35,906 35,630 34,405 34,746
Cash generated from sales 0 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0 0
--------- --------- --------- --------- --------- ---------
Cash generated from operations, sales
and refinancing 25,550 43,074 35,906 35,630 34,405 34,746
Less: Cash distributions to investors
- from operating cash flow (25,550) (38,847) (35,906) (35,630 (34,405) (34,746)
- from sale of property 0 0 0 0 0 0
- from return of capital (Note 3) (2,275) 0 0 0 (2,383) (2,379)
- from refinancing proceeds 0 0 0 0 0 0
- from cash flow from prior period 0 0 (2,395) (1,495 (337) 0
--------- --------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions (2,275) 4,227 (2,395) (1,495 (2,720) (2,379)
Special items (not including sales
and refinancing):
Limited partners' capital contributions 305,000 70,000 0 0 0 0
Distributions to general partners 0 0 0 0 0 0
Proceeds from (repayment of) note payable 70,000 (70,000) 0 0 0 2,496
Increase (decrease) in other current
liabilities 50 402 49 137 1,048 237
Acquisition of project (322,600) 0 0 0 0 0
Loan costs (1,328) 0 0 0 0 0
Syndication costs (47,707) 0 0 0 0 0
Decrease (increase) in other current
assets 0 (600) 600 0 0 0
--------- --------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions and special items 1,140 4,029 (1,746) (1,358 (1,672) 354
========= ========= ========= ========= ========= =========
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED (Note 2)
Federal income tax results:
Ordinary income (loss)
- from operations 44 82 63 63 59 60
========= ========= ========= ========= ========= =========
- from recapture 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
Capital gain (loss) 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
</TABLE>
C-10
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
-------- --------- --------- --------- ---------
<S> <C>
Gross revenue 37,796 $ 37,828 $ 37,807 $ 37,786 $ 18,920
Profit from sale of properties (Note 5) 0 0 0 0 121,785
Interest income 0 0 0 0 50,107
Other income 0 0 0 0 4,163
Less: Operating expenses (2,579) (2,934) (3,898) (2,823) (6,555)
Interest expense (74) (214) (514) (1,030) (9,546)
Depreciation and amortization (12,156) (12,156) (12,156) (11,651) (5,267)
-------- --------- --------- --------- ---------
Net income (loss) - tax basis 22,987 22,524 21,239 22,282 173,607
======== ========= ========= ========= =========
Taxable income (loss)
- from operations 22,987 22,524 21,239 22,282 51,822
======== ========= ========= ========= =========
- from gain on sale 0 0 0 0 121,785
======== ========= ========= ========= =========
Cash generated from operations
(Note 1) 35,143 34,680 33,395 33,933 52,926
Cash generated from sales 0 0 0 0 (42,563)
Cash generated from refinancing 0 0 0 0 150,000
-------- --------- --------- --------- ---------
Cash generated from operations, sales
and refinancing 35,143 34,680 33,395 33,933 160,363
Less: Cash distributions to investors
- from operating cash flow (35,143) (34,680) (33,395) (33,933) (2,819)
- from sale of property 0 0 0 0 0)
- from return of capital (Note 3) (1,982) (2,445) (3,730) (3,192) 0
- from refinancing proceeds 0 0 0 0 (63,901)
- from cash flow from prior period 0 0 0 0 0)
-------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions (1,982) (2,445) (3,730) (3,192) 93,643)
Special items (not including sales
and refinancing):
Limited partners' capital contribution 0 0 0 0 0
Distributions to general partners 0 0 0 0 (42,425)
Proceeds from (repayment of) note paya 0 0 0 0 0
Increase (decrease) in other current
liabilities 1,335 2,405 3,800 3,222 3,783
Acquisition of project 0 0 0 0 0
Loan costs 0 0 0 0 (2,873)
Syndication costs 0 0 0 0 0
Decrease (increase) in other current
assets 0 0 0 0 (50,107)
-------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions and special items (647) (40) 70 30 2,021)
======== ========= ========= ========= =========
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED (Note 2)
Federal income tax results:
Ordinary income (loss)
- from operations 61 60 57 59 138
======== ========= ========= ========= =========
- from recapture 0 0 0 0 0
======== ========= ========= ========= =========
Capital gain (loss) 0 0 0 0 325
========= ========= ========= ========= =========
</TABLE>
C-11
<PAGE>
<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990
--------- --------- --------- --------- --------- ---------
<S> <C>
Cash distributions to investors
Source (on tax basis)
- from investment income 44 82 63 63 59 60
- from capital gain 0 0 0 0 0 0
- from investment income from prior
period 0 0 0 0 0 0
- from return of capital (Note 4) 30 21 39 36 40 39
--------- --------- --------- --------- --------- ---------
Total distributions on tax basis 74 103 102 99 99 99
========= ========= ========= ========= ========= =========
Source (on cash basis)
- from sales 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0
- from operations 68 103 96 95 92 93
- from return of capital (Note 3) 6 0 0 0 6 6
- from cash flow from prior period 0 0 6 4 1 0
--------- --------- --------- --------- --------- ---------
Total distributions on cash basis 74 103 102 99 99 99
========= ========= ========= ========= ========= =========
Total cash distributions as a percentage
of original $1,000 investment 7.40% 10.30% 10.20% 9.90 9.90% 9.90%
Total cumulative cash distributions per
$1,000 investment from inception 74 177 279 378 477 576
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties in
program) 100% 100% 100% 100% 100% 100%
</TABLE>
Note 1: Cash generated from operations includes net income (tax basis) plus
depreciation and amortization not requiring cash.
Note 2: Certain data for columns representing less than 12 months have been
annualized.
Note 3: Altamonte Springs Investors, Ltd. makes its distributions in the current
period rather than in arrears based on estimated operating results. In
cases where distributions exceed cash from operations in the current
period, once finally determined, subsequent distributions are lowered
accordingly in order to avoid any return of capital. This amount is not
required to be presented as a return of capital except for purposes of
this table, and Altamonte Springs Investors, Ltd. has not treated this
amount as a return of capital for any other purpose.
Note 4: Cash distributions presented above as a return of capital on a tax basis
represent the amount of cash distributions in excess of accumulated net
income on a tax basis. Accumulated net income includes deductions for
depreciation and amortization expense and income from certain non-cash
items. This amount is not required to be presented as a return of
capital except for purposes of this table, and Altamonte Springs
Investors, Ltd. has not treated this amount as a return of capital for
any other purpose.
Note 5: In June 1995, Altamonte Springs Investors, Ltd. sold the property to an
unrelated third party, and in connection therewith, accepted a
promissory note in the principal sum of $1,000,000, collateralized by a
mortgage on the property. The note bears interest at a rate of 9.00% per
annum and is being collected in 5 annual installments of $200,000
principal plus accrued interest. The final payment is due in June 2000.
In accordance with generally accepted accounting principles, the
partnership recorded the sale using the installment method; therefore,
the gain on sale of the property was deferred and is being recognized as
income proportionately as payments under the mortgage note are being
collected. The partnership recognized a gain of $127,187 for financial
reporting purposes for the year ended December 31, 1995, and had a
deferred gain of $635,936 at December 31, 1995. Proceeds received from
payments collected under the mortgage note are expected to be
distributed to the limited partners and the general partners
proportionately in accordance with the partnership agreement.
C-12
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
--------- --------- --------- --------- ------
<S> <C>
Cash distributions to investors
Source (on tax basis)
- from investment income 61 60 57 59 138
- from capital gain 0 0 0 0 325
- from investment income from prior
period 0 0 0 0 0
- from return of capital (Note 4) 38 39 42 40 0
--------- --------- --------- --------- ---------
Total distributions on tax basis 99 99 99 99 463
========= ========= ========= ========= =========
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 170
- from operations 94 92 89 90 8
- from return of capital (Note 3) 5 7 10 9 0
- from cash flow from prior period 0 0 0 0 0
--------- --------- --------- --------- ---------
Total distributions on cash basis 99 99 99 99 178
========= ========= ========= ========= =========
Total cash distributions as a percentage
of original $1,000 investment 9.90% 9.90% 9.90% 9.90% 17.79%
Total cumulative cash distributions per
$1,000 investment from inception 675 774 873 972 1,150
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by origina
total acquisition cost of all propertie
program) 100% 100% 100% 100% 100%
</TABLE>
C-13
<PAGE>
TABLE III
Operating Results of Prior Programs
INTERNATIONAL DRIVE INVESTORS, LTD.
<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990
--------- --------- --------- -------- --------- ---------
<S> <C>
Gross revenue received by the joint
venture $ 11,494 $ 96,428 $ 96,978 $ 97,003 $ 96,983 $ 96,978
Interest income received by the joint
venture 0 146 0 0 0 0
Less: Operating expenses of the joint
venture (66) (517) (455) (345) (401) (356)
Depreciation and amortization of
the joint venture (4,512) (1,493) (1,492) (1,492) (1,492) (1,244)
--------- --------- --------- ---------- --------- ---------
Net income of the joint venture 6,916 94,564 95,031 95,166 95,090 95,378
International Drive Investors, Ltd.'s
ownership percentage x 50% x 50% x 50% x 50% x 50% x 50%
--------- --------- --------- --------- --------- ---------
Pro-rata share of the joint venture's
net income 3,458 47,282 47,516 47,583 47,545 47,689
Profit from sale of properties 0 0 0 0 0 0
Interest income 630 2,980 31 362 763 793
Less: Operating expenses (132) (2,055) (3,636) (2,895) (2,495) (4,120)
Interest expense 0 (2,996) 0 0 0 0
Depreciation and amortization (21) (9,259) (9,260) (9,260) (9,260) (9,239)
--------- --------- --------- ---------- --------- ---------
Net income (loss) - tax basis 3,935 35,952 34,651 35,790 36,553 35,123
========= ========= ========= ========= ========= =========
Taxable income (loss)
- from operations 3,935 35,952 34,651 35,790 36,553 35,123
========= ========= ========= ========= ========= =========
- from gain on sale 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
Cash generated from operations (Note 2) 6,136 46,101 44,715 45,796 46,567 44,978
Cash generated from sales 0 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0 0
--------- --------- --------- --------- --------- ---------
Cash generated from operations, sales and
refinancing 6,136 46,101 44,715 45,796 46,567 44,978
Less: Cash distributions to investors
- from operating cash flow 0 (40,875) (42,500) (42,500) (42,500) (42,500)
- from sale of partnership interests 0 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0 0
--------- --------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions 6,136 5,226 2,215 3,296 4,067 2,478
Special items (not including sales and
refinancing):
Limited partners' capital contributions 395,625 29,375 0 0 0 0
Proceeds from (repayment of) note
payable 29,375 (29,375) 0 0 0 0
Increase (decrease) in other current
liabilities 0 415 (400) 100 (115) 115
Investment in joint venture (Note 1) (376,165) 0 0 0 0 0
Organization costs (1,265) 0 0 0 0 0
Syndication costs (60,096) 0 0 0 0 0
--------- --------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions and special items (6,390) 5,641 1,815 3,396 3,952 2,593
========= ========= ========= ========= ========= =========
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED (Note 3)
Federal income tax results:
Ordinary income (loss)
- from operations 9 85 82 84 86 83
========= ========= ========= ========= ========= =========
- from recapture 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
Capital gain (loss) 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
</TABLE>
C-14
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
--------- --------- --------- --------- ---------
<S> <C>
Gross revenue received by the joint
venture $ 101,039 $ 104,075 $ 96,986 $ 96,978 $ 96,978
Interest income received by the joint
venture 0 0 0 0 0
Less: Operating expenses of the joint
venture (375) (403) (235) (225) (391)
Depreciation and amortization of
the joint venture 0 0 0 0 0
--------- --------- --------- --------- ---------
Net income of the joint venture 100,664 103,672 96,751 96,753 96,587
International Drive Investors, Ltd.'s
ownership percentage x 50% x 50% x 50% x 50% x 50%
--------- --------- --------- --------- ---------
Pro-rata share of the joint venture's
net income 50,332 51,836 48,376 48,377 48,294
Profit from sale of properties 0 0 0 0 0
Interest income 866 616 544 576 647
Less: Operating expenses (2,982) (3,156) (4,122) (2,926) (5,352)
Interest expense 0 0 0 0 0
Depreciation and amortization (9,007) (9,007) (9,007) (8,633) (9,007)
--------- --------- --------- --------- ---------
Net income (loss) - tax basis 39,209 40,289 35,791 37,394 34,582
========= ========= ========= ========= =========
Taxable income (loss)
- from operations 39,209 40,289 35,791 37,394 34,582
========= ========= ========= ========= =========
- from gain on sale 0 0 0 0 0
========= ========= ========= ========= =========
Cash generated from operations (Note 2) 48,229 49,296 44,798 46,027 43,589
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
--------- --------- --------- --------- ---------
Cash generated from operations, sales and
refinancing 48,229 49,296 44,798 46,027 43,589
Less: Cash distributions to investors
- from operating cash flow (44,500) (45,050) (42,500) (42,500) (42,500)
- from sale of partnership interests 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0
--------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions 3,729 4,246 2,299 3,528 1,090
Special items (not including sales and
refinancing):
Limited partners' capital contribution 0 0 0 0 0
Proceeds from (repayment of) note
payable 0 0 0 0 0
Increase (decrease) in other current
liabilities (115) 92 189 (27) 1,351
Investment in joint venture (Note 1) 0 0 0 0 0
Organization costs 0 0 0 0 0
Syndication costs 0 0 0 0 0
--------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions and special items 3,614 4,338 2,488 3,501 2,441
========= ========= ========= ========= =========
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED (Note 3)
Federal income tax results:
Ordinary income (loss)
- from operations 92 95 84 88 81
========= ========= ========= ========= =========
- from recapture 0 0 0 0 0
========= ========= ========= ========= =========
Capital gain (loss) 0 0 0 0 0
========= ========= ========= ========= =========
</TABLE>
C-15
<PAGE>
<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990
--------- --------- --------- ------ --------- ---------
<S> <C>
Cash distributions to investors
Source (on tax basis)
- from investment income 0 85 82 84 86 83
- from capital gain 0 0 0 0 0 0
- from investment income from prior
period 0 9 0 0 0 0
- from return of capital (Note 4) 0 2 18 16 14 17
--------- --------- --------- --------- --------- ---------
Total distributions on tax basis 0 96 100 100 100 100
========= ========= ========= ========= ========= =========
Source (on cash basis)
- from sales 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0
- from operations 0 96 100 100 100 100
- from other 0 0 0 0 0 0
--------- --------- --------- --------- --------- ---------
Total distributions on cash basis 0 96 100 100 100 100
========= ========= ========= ========= ========= =========
Total cash distributions as a percentage of
original $1,000 investment 0.00% 9.60% 10.00% 10.00 10.00% 10.00%
Total cumulative cash distributions per
$1,000 investment from inception 0 96 196 296 396 496
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all
properties in program) 100% 100% 100% 100% 100% 100%
</TABLE>
Note 1: International Drive Investors, Ltd. entered into a joint venture on
November 18, 1985, with Pembrook Properties whereby profits, losses and
cash distributions are allocated 50% to the partnership and 50% to
Pembrook Properties. The joint venture owns and leases the property and
all income and expenses relative to the property are reported by the
joint venture. The income reported represents International Drive
Investors, Ltd's. pro-rata share of such income and expenses.
Note 2: Cash generated from operations includes net income (tax basis), plus
depreciation and amortization not requiring cash, less pro-rata share of
the joint venture's net income not providing cash, plus cash
distributions from the joint venture.
Note 3: Certain data for columns representing less than 12 months have been
annualized.
Note 4: Cash distributions presented above as a return of capital on a tax basis
represent the amount of cash distributions in excess of accumulated net
income on a tax basis. Accumulated net income includes deductions for
depreciation and amortization expense and income from certain non-cash
items. This amount is not required to be presented as a return of
capital except for purposes of this table, and International Drive
Investors, Ltd. has not treated this amount as a return of capital for
any other purpose.
C-16
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
--------- --------- --------- --------- ------
<S> <C>
Cash distributions to investors
Source (on tax basis)
- from investment income 92 95 84 88 81
- from capital gain 0 0 0 0 0
- from investment income from prior
period 0 0 0 0 0
- from return of capital (Note 4) 8 5 16 12 19
--------- --------- --------- --------- ---------
Total distributions on tax basis 100 100 100 100 100
========= ========= ========= ========= =========
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 105 106 100 100 100
- from other 0 0 0 0 0
--------- --------- --------- --------- ---------
Total distributions on cash basis 105 106 100 100 100
========= ========= ========= ========= =========
Total cash distributions as a percentage o
original $1,000 investment 10.50% 10.60% 10.00% 10.00% 10.00%
Total cumulative cash distributions per
$1,000 investment from inception 601 707 807 907 1,007%
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all
properties in program) 100% 100% 100% 100% 100%
</TABLE>
C-17
<PAGE>
TABLE III
Operating Results of Prior Programs
ORMOND BEACH INVESTORS, LTD.
<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990
--------- --------- --------- ------ --------- ---------
<S> <C>
Gross revenue received by the joint
venture $ 8,780 $ 50,100 $ 50,385 $ 50,398 $ 50,388 $ 50,385
Interest income received by the joint
venture 14 75 0 0 0 0
Proceeds from (repayment of) note
payable 0 0 0 0 0 0
Less: Operating expenses of the joint
venture (21) (667) (455) (345) (374) (266)
Interest expense of the joint
venture (2,361) (24,457) (25,000) (25,000) (25,104) (24,672)
Depreciation and amortization of
the joint venture (2,307) (1,069) (1,130) (1,130) (1,130) (1,112)
--------- --------- --------- --------- --------- ---------
Net income of the joint venture 4,105 23,982 23,800 23,923 23,780 24,335
Ormond Beach Investors, Ltd.'s ownership
percentage x 50% x 50% x 50% x 50% x 50% x 50%
--------- --------- --------- --------- --------- ---------
Pro-rata share of the joint venture's net
income 2,053 11,991 11,900 11,962 11,890 12,168
Profit from sale of properties 0 0 0 0 0 0
Interest income 665 0 0 0 0 0
Less: Operating expenses (88) (1,809) (1,664) (2,074) (2,102) (2,130)
Interest expense 0 0 0 0 0 (96)
Depreciation and amortization 0 (4,956) (4,956) (4,956) (4,956) (4,955)
--------- --------- --------- --------- --------- ---------
Net income (loss) - tax basis 2,630 5,226 5,280 4,932 4,832 4,987
========= ========= ========= ========= ========= =========
Taxable income (loss)
- from operations 2,630 5,226 5,280 4,932 4,832 4,987
========= ========= ========= ========= ========= =========
- from gain on sale 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
Cash generated from operations (Note 2) 2,633 11,702 10,832 10,453 10,406 10,446
Cash generated from sales 0 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0 0
--------- --------- --------- --------- --------- ---------
Cash generated from operations, sales
and refinancing 2,633 11,702 10,832 10,453 10,406 10,446
Less: Cash distributions to investors
- from operating cash flow 0 (10,010) (10,832) (10,453) (10,406) (10,446)
- from sale of partnership interests 0 0 0 0 0 0
- from cash flow from prior period 0 0 (168) (547) (594) (554)
--------- --------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions 2,633 1,692 (168) (547) (594) (554)
Special items (not including sales and
refinancing):
Limited partners' capital contributions 110,000 0 0 0 0 0
Increase (decrease) in other current
liabilities 100 819 (919) 600 500 655
Decrease (increase) in other current
assets 0 (50) 0 50 0 0
Investment in joint venture (Note 1) (100,073) (919) 0 0 0 0
Syndication costs (11,766) (1,304) 0 0 0 0
--------- --------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions and special items 894 238 (1,087) 103 (94) 101
========= ========= ========= ========= ========= =========
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED (Note 3)
Federal income tax results:
Ordinary income (loss)
- from operations 24 48 48 45 44 45
========= ========= ========= ========= ========= =========
- from recapture 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
Capital gain (loss) 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
</TABLE>
C-18
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
--------- --------- --------- --------- ------
<S> <C>
Gross revenue received by the joint
venture $ 50,385 $ 50,385 $ 50,385 $ 50,385 $ 50,385
Interest income received by the joint
venture 0 0 0 0 0
Proceeds from (repayment of) note
payable 0 (1,989) (2,802) (2,705) (3,568)
Less: Operating expenses of the joint
venture (375) (394) (235) (225) (1,210)
Interest expense of the joint
venture (19,775) (16,549) (11,703) (11,963) (17,028)
Depreciation and amortization of
the joint venture (1,019) (4,672) (1,529) (1,529) (1,274)
--------- --------- --------- --------- ---------
Net income of the joint venture 29,216 26,781 34,116 33,963 27,305
Ormond Beach Investors, Ltd.'s ownership
percentage x 50% x 50% x 50% x 50% x 50%
--------- --------- --------- --------- ---------
Pro-rata share of the joint venture's net
income 14,608 13,391 17,058 16,982 13,653
Profit from sale of properties 0 0 0 0 0
Interest income 0 0 0 0 0
Less: Operating expenses (2,891) (2,603) (3,356) (2,557) (1,893)
Interest expense (37) (24) 0 0 (894)
Depreciation and amortization (4,955) (4,955) (4,956) (4,956) (4,956)
--------- --------- --------- --------- ---------
Net income (loss) - tax basis 6,725 5,809 8,746 9,469 5,910
========= ========= ========= ========= =========
Taxable income (loss)
- from operations 6,725 5,809 8,746 9,469 5,910
========= ========= ========= ========= =========
- from gain on sale 0 0 0 0 0
========= ========= ========= ========= =========
Cash generated from operations (Note 2) 12,203 13,100 14,467 15,189 11,503
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
--------- --------- --------- --------- ---------
Cash generated from operations, sales
and refinancing 12,203 13,100 14,467 15,189 11,503
Less: Cash distributions to investors
- from operating cash flow (11,000) (11,000) (11,000) (11,000) (11,000)
- from sale of partnership interests 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0
--------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions 1,203 2,100 3,467 4,189 503
Special items (not including sales and
refinancing):
Limited partners' capital contribution 0 0 0 0 0
Increase (decrease) in other current
liabilities (1,258) (1,132) 87 0 3,685
Decrease (increase) in other current
assets 0 0 0 0 (2,252)
Investment in joint venture (Note 1) 0 0 0 0 0
Syndication costs 0 0 0 0 0
--------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions and special items (55) 968 3,554 4,189 1,936
========= ========= ========= ========= =========
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED (Note 3)
Federal income tax results:
Ordinary income (loss)
- from operations 61 53 80 86 54
========= ========= ========= ========= =========
- from recapture 0 0 0 0 0
========= ========= ========= ========= =========
Capital gain (loss) 0 0 0 0 0
========= ========= ========= ========= =========
</TABLE>
C-19
<PAGE>
<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990
--------- --------- --------- ------ --------- ---------
<S> <C>
Cash distributions to investors
Source (on tax basis)
- from investment income 0 48 48 45 44 45
- from capital gain 0 0 0 0 0 0
- from investment income from prior
period 0 24 0 0 0 0
- from return of capital (Note 4) 0 19 52 55 66 55
--------- --------- --------- --------- --------- ---------
Total distributions on tax basis 0 91 100 100 110 100
========= ========= ========= ========= ========= =========
Source (on cash basis)
- from sales 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0
- from operations 0 91 98 95 95 95
- from cash flow from prior period 0 0 2 5 5 5
--------- --------- --------- --------- --------- ---------
Total distributions on cash basis 0 91 100 100 100 100
========= ========= ========= ========= ========= =========
Total cash distributions as a percentage
of original $1,000 investment 0.00% 9.10% 10.00% 10.00% 10.00% 10.00%
Total cumulative cash distributions per
$1,000 investment from inception 0 91 191 291 391 491
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all
properties in program) 100% 100% 100% 100% 100% 100%
</TABLE>
Note 1: Ormond Beach Investors, Ltd. entered into a joint venture on October
28, 1985, with Pembrook Properties whereby profits, losses and cash
distributions are allocated 50% to the partnership and 50% to Pembrook
Properties. The joint venture owns and leases the property and all
income and expenses relative to the property are reported by the joint
venture. The income reported represents Ormond Beach Investors, Ltd.'s
pro-rata share of such income and expenses.
Note 2: Cash generated from operations includes net income (tax basis), plus
depreciation and amortization not requiring cash, less pro-rata share of
the joint venture's net income not providing cash, plus cash
distributions from the joint venture.
Note 3: Certain data for columns representing less than 12 months have been
annualized.
Note 4: Cash distributions presented above as a return of capital on a tax basis
represent the amount of cash distributions in excess of accumulated net
income on a tax basis. Accumulated net income includes deductions for
depreciation and amortization expense and income from certain non-cash
items. This amount is not required to be presented as a return of
capital except for purposes of this table, and Ormond Beach Investors,
Ltd. has not treated this amount as a return of capital for any other
purpose.
C-20
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
--------- --------- --------- --------- ------
<S> <C>
Cash distributions to investors
Source (on tax basis)
- from investment income 61 53 80 86 54
- from capital gain 0 0 0 0 0
- from investment income from prior
period 0 0 0 0 0
- from return of capital (Note 4) 39 47 20 14 46
--------- --------- --------- --------- ---------
Total distributions on tax basis 100 100 100 100 100
========= ========= ========= ========= =========
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 100 100 100 100 100
- from cash flow from prior period 0 0 0 0 0
--------- --------- --------- --------- ---------
Total distributions on cash basis 100 100 100 100 100
========= ========= ========= ========= =========
Total cash distributions as a percentage
of original $1,000 investment 10.00% 10.00% 10.00% 10.00% 10.00%
Total cumulative cash distributions per
$1,000 investment from inception 591 691 791 891 991
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all
properties in program) 100% 100% 100% 100% 100%
</TABLE>
C-21
<PAGE>
TABLE III
Operating Results of Prior Programs
OCALA INVESTORS, LTD.
<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990
--------- --------- --------- --------- --------- ---------
<S> <C>
Gross revenue received by the joint
venture $ 0 $ 94,246 $ 94,782 $ 89,279 $ 90,829 $ 100,310
Interest income received by the joint
venture 0 142 0 0 0 0
Less: Operating expenses of the joint
venture 0 (822) (455) (358) (383) (370)
Interest expense of the joint
venture 0 0 0 0 0 0
Depreciation and amortization of
the joint venture 0 (1,919) (1,919) (1,919) (1,919) (1,669)
--------- --------- --------- --------- --------- ---------
Net income of the joint venture 0 91,647 92,408 87,002 88,527 98,271
Ocala Investors, Ltd.'s ownership
percentage x 50% x 50% x 50% x 50% x 50% x 50%
--------- --------- --------- --------- --------- ---------
Pro-rata share of the joint venture's net
income 0 45,824 46,204 43,501 44,264 49,136
Profit from sale of properties 0 0 0 0 0 0
Interest income 0 2,973 318 271 604 613
Less: Operating expenses (34) (2,057) (2,800) (3,237) (2,947) (3,504)
Interest expense 0 (3,012) 0 0 0 0
Depreciation and amortization 0 (11,095) (11,094) (11,094) (11,094) (11,094)
--------- --------- --------- --------- --------- ---------
Net income (loss) - tax basis (34) 32,633 32,628 29,441 30,827 35,151
========= ========= ========= ========= ========= =========
Taxable income (loss)
- from operations (34) 32,633 32,628 29,441 30,827 35,151
========= ========= ========= ========= ========= =========
- from gain on sale 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
Cash generated from operations (Note 2) (34) 44,727 44,738 41,418 42,905 47,079
Cash generated from sales 0 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0 0
--------- --------- --------- --------- --------- ---------
Cash generated from operations, sales
and refinancing (34) 44,727 44,738 41,418 42,905 47,079
Less: Cash distributions to investors
- from operating cash flow 0 (42,000) (42,000) (41,418) (42,000) (42,000)
- from sale of partnership interests 0 0 0 0 0 0
- from cash flow from prior period 0 0 0 (582) 0 0
--------- --------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions (34) 2,727 2,738 (582) 905 5,079
Special items (not including sales and
refinancing):
Limited partners' capital contributions 398,750 21,250 0 0 0 0
Proceeds from (repayment of) note 0 0
payable 27,550 (27,550) 0 0
Increase (decrease) in other current
liabilities 0 0 0 100 (100) 0
Investment in joint venture (Note 1) (369,436) 0 0 (100) 0 0
Syndication costs 0 (51,811) 0 0 0 0
--------- --------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions and special items 56,830 (55,384) 2,738 (582) 805 5,079
========= ========= ========= ========= ========= =========
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED (Note 3)
Federal income tax results:
Ordinary income (loss)
- from operations 0 73 77 70 73 84
========= ========= ========= ========= ========= =========
- from recapture 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
Capital gain (loss) 0 0 0 0 0 0
========= ========= ========= ========= ========= =========
</TABLE>
C-22
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
--------- --------- --------- --------- ------
<S> <C>
Gross revenue received by the joint
venture $ 98,732 $ 94,582 $ 94,782 $ 94,777 $ 70,627
Interest income received by the joint
venture 0 0 0 4 69
Less: Operating expenses of the joint
venture (375) (394) (235) (242) (1,689)
Interest expense of the joint
venture 0 0 0 (714) (301)
Depreciation and amortization of
the joint venture 0 0 0 0 0
--------- --------- --------- --------- ---------
Net income of the joint venture 98,357 94,188 94,547 93,825 68,706
Ocala Investors, Ltd.'s ownership
percentage x 50% x 50% x 50% x 50% x 50%
--------- --------- --------- --------- ---------
Pro-rata share of the joint venture's net
income 49,179 47,094 47,274 46,913 34,353
Profit from sale of properties 0 0 0 0 0
Interest income 827 567 434 449 434
Less: Operating expenses (2,749) (3,014) (3,826) (2,906) (2,691)
Interest expense 0 0 0 0 0
Depreciation and amortization (11,094) (11,138) (11,189) (11,189) (11,189)
--------- --------- --------- --------- ---------
Net income (loss) - tax basis 36,163 33,509 32,693 33,267 20,907
========= ========= ========= ========= =========
Taxable income (loss)
- from operations 36,163 33,509 32,693 33,267 20,907
========= ========= ========= ========= =========
- from gain on sale 0 0 0 0 0
========= ========= ========= ========= =========
Cash generated from operations (Note 2) 47,270 44,647 43,882 44,456 32,096
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
--------- --------- --------- --------- ---------
Cash generated from operations, sales
and refinancing 47,270 44,647 43,882 44,456 32,096
Less: Cash distributions to investors
- from operating cash flow (42,000) (42,000) (42,000) (42,000) (32,096)
- from sale of partnership interests 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 (9,904)
--------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions 5,270 2,647 1,882 2,456 (9,904)
Special items (not including sales and
refinancing):
Limited partners' capital contributions 0 0 0 0 0
Proceeds from (repayment of) note 0 0 0 0 0
payable
Increase (decrease) in other current
liabilities 0 398 (288) 383 173
Investment in joint venture (Note 1) 0 (3,000) 0 0 0
Syndication costs 0 0 0 0 0
--------- --------- --------- --------- ---------
Cash generated (deficiency) after cash
distributions and special items 5,270 45 1,594 2,839 (9,731)
========= ========= ========= ========= =========
TAX AND DISTRIBUTION DATA PER $1,000
INVESTED (Note 3)
Federal income tax results:
Ordinary income (loss)
- from operations 86 80 78 79 50
========= ========= ========= ========= =========
- from recapture 0 0 0 0 0
========= ========= ========= ========= =========
Capital gain (loss) 0 0 0 0 0
========= ========= ========= ========= =========
</TABLE>
C-23
<PAGE>
<TABLE>
<CAPTION>
1985 1986 1987 1988 1989 1990
--------- --------- --------- ------ --------- ---------
<S> <C>
Cash distributions to investors
Source (on tax basis)
- from investment income 0 78 78 70 73 84
- from capital gain 0 0 0 0 0 0
- from investment income from prior period 0 0 0 0 0 0
- from return of capital (Note 4) 0 22 22 30 27 16
--------- --------- --------- --------- --------- ---------
Total distributions on tax basis 0 100 100 100 100 100
========= ========= ========= ========= ========= =========
Source (on cash basis)
- from sales 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0
- from operations 0 100 100 99 100 100
- from cash flow from prior period 0 0 0 1 0 0
--------- --------- --------- --------- --------- ---------
Total distributions on cash basis 0 100 100 100 100 100
========= ========= ========= ========= ========= =========
Total cash distributions as a percentage
of original $1,000 investment 0.00% 10.00% 10.00% 10.00% 10.00% 10.00%
Total cumulative cash distributions per
$1,000 investment from inception 0 100 200 300 400 500
Amount (in percentage terms) remaining
invested in program properties at
the end of each year (period)
presented (original total acquisition
cost of properties retained, divided
by original total acquisition cost of all
properties in program) 100% 100% 100% 100% 100% 100%
</TABLE>
Note 1: Ocala Investors, Ltd. entered into a joint venture on December 31, 1985,
with Pembrook Properties whereby profits, losses and cash distributions
are allocated 50% to the partnership and 50% to Pembrook Properties. The
joint venture owns and leases the property and all income and expenses
relative to the property are reported by the joint venture. The income
reported represents Ocala Investors, Ltd.'s pro-rata share of such
income and expenses.
Note 2: Cash generated from operations includes net income (tax basis), plus
depreciation and amortization not requiring cash, less pro-rata share of
the joint venture's net income not providing cash, plus cash
distributions from the joint venture.
Note 3: Certain data for columns representing less than 12 months have been
annualized.
Note 4: Cash distributions presented above as a return of capital on a tax basis
represent the amount of cash distributions in excess of accumulated net
income on a tax basis. Accumulated net income includes deductions for
depreciation and amortization expense and income from certain non-cash
items. This amount is not required to be presented as a return of
capital except for purposes of this table, and Ocala Investors, Ltd. has
not treated this amount as a return of capital for any other purpose.
C-24
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
--------- --------- --------- --------- ---------
<S> <C>
Cash distributions to investors
Source (on tax basis)
- from investment income 86 80 78 79 50
- from capital gain 0 0 0 0 0
- from investment income from prior perio 0 0 0 0 0
- from return of capital (Note 4) 14 20 22 21 50
--------- --------- --------- --------- ---------
Total distributions on tax basis 100 100 100 100 100
========= ========= ========= ========= =========
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 100 100 100 100 76
- from cash flow from prior period 0 0 0 0 24
--------- --------- --------- --------- ---------
Total distributions on cash basis 100 100 100 100 100
========= ========= ========= ========= =========
Total cash distributions as a percentage
of original $1,000 investment 10.00% 10.00% 10.00% 10.00% 10.00%
Total cumulative cash distributions per
$1,000 investment from inception 600 700 800 900 1,000
Amount (in percentage terms) remaining
invested in program properties at
the end of each year (period)
presented (original total acquisition
cost of properties retained, divided
by original total acquisition cost of all
properties in program) 100% 100% 100% 100% 100%
</TABLE>
C-25
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND, LTD.
<TABLE>
<CAPTION>
1986
(Note 1) 1987 1988 1989 1990
--------- ----------- ----------- ----------- -----------
<S> <C>
Gross revenues $ 191,554 $ 1,387,859 $ 1,463,585 $ 1,443,329 $ 1,414,800
Equity in earnings of joint ventures 47,610 116,195 113,777 116,381 116,452
Profit from sale of properties 0 0 0 0 0
Interest income 68,373 40,172 15,852 14,788 15,208
Less: Operating expenses (20,031) (84,727) (100,630) (96,613) (81,179)
Interest expense 0 0 0 0 0
Depreciation and amortization (45,887) (236,622) (248,962) (251,160) (251,784)
Minority interest in income of
consolidated joint venture 0 (61) (1,406) 0 0
----------- ----------- ----------- ----------- -----------
Net income - GAAP basis 241,619 1,222,816 1,242,216 1,226,725 1,213,497
=========== =========== =========== =========== ===========
Taxable income
- from operations 226,408 1,103,505 1,123,411 1,106,031 1,085,391
=========== =========== =========== =========== ===========
- from gain on sale 0 0 0 0 0
=========== =========== =========== =========== ===========
Cash generated from operations
(Notes 2 and 7) 212,986 1,521,857 1,499,786 1,512,365 1,500,869
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales
and refinancing 212,986 1,521,857 1,499,786 1,512,365 1,500,869
Less: Cash distributions to investors
(Note 8)
- from operating cash flow (212,986) (1,443,975) (1,499,786) (1,500,000) (1,500,000)
- from sale of properties (Note 6) 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0
- from return of capital (Note 4) (82,152) 0 (214) 0 0
- from other (Note 5) 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions (82,152) 77,882 (214) 12,365 869
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 15,000,000 0 0 0 0
General partners' capital
contributions 1,000 0 0 0 0
Organization costs (51,890) 0 0 0 0
Syndication costs (1,455,695) (20,056) 0 0 0
Acquisition of land and buildings (9,909,615) (2,003,668) (8,106) 0 0
Lease costs 0 0 0 (50,000) 0
Investment in joint ventures (1,129,974) 0 0 0 0
Loan to tenant, net of repayments 0 0 0 0 0
Repayment of advances (advances)
to an affiliate (20,500) 20,500 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund, Ltd. by
related parties (189,401) (145,371) 0 0 0
Minority interest in joint venture,
net of distributions 0 26,417 (1,755) 0 0
Acquisition of minority interest in
joint venture 0 0 (26,600) 0 0
Increase in other assets (26,541) (12,300) 0 0 0
----------- ----------- ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions and special items 2,135,232 (2,056,596) (36,675) (37,635) 869
=========== =========== =========== =========== ===========
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 36 73 74 73 72
=========== =========== =========== =========== ===========
- from recapture 0 0 0 0 0
=========== =========== =========== =========== ===========
Capital gain (loss) 0 0 0 0 0
=========== =========== =========== =========== ===========
</TABLE>
C-10
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
----------- ----------- ----------- ----------- -----------
<S> <C>
Gross revenues $ 1,401,267 $ 1,328,805 $ 1,292,997 $ 1,233,600 $ 1,165,756
Equity in earnings of joint ventures 115,198 110,288 114,028 112,160 112,974
Profit from sale of properties 0 214,488 0 182,384 0
Interest income 13,002 13,668 5,302 13,111 11,837
Less: Operating expenses (135,127) (128,135) (147,416) (110,252) (118,268)
Interest expense 0 0 0 0 0
Depreciation and amortization (246,212) (233,093) (225,366) (222,427) (210,197)
Minority interest in income of
consolidated joint venture 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
Net income - GAAP basis 1,148,128 1,306,021 1,039,545 1,208,576 962,102
=========== =========== =========== =========== ===========
Taxable income
- from operations 1,031,688 970,214 922,353 996,832 863,755
=========== =========== =========== =========== ===========
- from gain on sale 0 209,586 0 177,224 0
=========== =========== =========== =========== ===========
Cash generated from operations
(Notes 2 and 7) 1,442,723 1,309,089 1,285,733 1,279,201 1,182,514
Cash generated from sales 0 1,169,021 0 1,018,490 0
Cash generated from refinancing 0 0 0 0 0
----------- ----------- ----------- ----------- -----------
Cash generated from operations, sales
and refinancing 1,442,723 2,478,110 1,285,733 2,297,691 1,182,514
Less: Cash distributions to investors
(Note 8)
- from operating cash flow (1,442,723) (1,309,089) (1,063,216) (1,279,201) (1,182,514)
- from sale of properties (Note 6) 0 (1,080,850) 0 0 (861,500)
- from cash flow from prior period (8,750) 0 0 (138,422) (120,554)
- from return of capital (Note 4) 0 0 0 0 0
- from other (Note 5) (48,527) (23,873) 0 0 0
----------- ----------- ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions (57,277) 64,298 222,517 880,068 (982,054)
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 0 0 0 0
General partners' capital
contributions 65,000 7,400 0 120,000 0
Organization costs 0 0 0 0 0
Syndication costs 0 0 0 0 0
Acquisition of land and buildings (7,049) (14,523) 0 0 0
Lease costs (2,000) 0 0 0 0
Investment in joint ventures 0 0 0 0 0
Loan to tenant, net of repayments 0 (25,000) 25,000 0 0
Repayment of advances (advances)
to an affiliate 0 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund, Ltd. by
related parties 0 0 0 0 0
Minority interest in joint venture,
net of distributions 0 0 0 0 0
Acquisition of minority interest in
joint venture 0 0 0 0 0
Increase in other assets 0 (30,000) 0 0 0
----------- ----------- ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions and special items (1,326) 2,175 247,517 1,000,068 (982,054)
=========== =========== =========== =========== ===========
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 68 64 61 66 57
=========== =========== =========== =========== ===========
- from recapture 0 0 0 0 0
=========== =========== =========== =========== ===========
Capital gain (loss) 0 14 0 12 0
=========== =========== =========== =========== ===========
</TABLE>
C-11
<PAGE>
TABLE III - CNL INCOME FUND, LTD. (continued)
<TABLE>
<CAPTION>
1986
(Note 1) 1987 1988 1989 1990
--------- ----------- ----------- --------- ----------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 39 81 82 81 80
- from capital gain 0 0 0 0 0
- from return of capital (Note 3) 9 15 18 19 20
----------- ----------- ----------- ----------- ----------
Total distributions on GAAP basis (Note 8) 48 96 100 100 100
=========== =========== =========== =========== ==========
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 35 96 100 100 100
- from cash flow from prior period 0 0 0 0 0
- from return of capital (Note 4) 13 0 0 0 0
- from other (Note 5) 0 0 0 0 0
----------- ----------- ----------- ----------- ----------
Total distributions on cash basis (Note 8) 48 96 100 100 100
=========== =========== =========== =========== ==========
Total cumulative cash distributions per
$1,000 investment from inception 48 144 244 344 444
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 6) 100% 100% 100% 100% 100%
</TABLE>
Note 1: The registration statement relating to the offering of units by CNL
Income Fund, Ltd. became effective on April 9, 1986. All income and
expenses include the period from April 9, 1986 to December 31, 1986.
Note 2: Cash generated from operations includes cash received from tenants, plus
distributions from joint ventures, less cash paid for expenses, plus
interest received.
Note 3: Cash distributions presented above as a return of capital on a GAAP
basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income includes
deductions for depreciation and amortization expense and income from
certain non-cash items. This amount is not required to be presented as a
return of capital except for purposes of this table, and CNL Income
Fund, Ltd. has not treated this amount as a return of capital for any
other purpose, except for amounts described in Note 6 below.
Note 4: CNL Income Fund, Ltd. makes its distributions in the current period
rather than in arrears based on estimated operating results. In cases
where distributions exceed cash from operations in the current period,
once finally determined, subsequent distributions are lowered
accordingly in order to avoid any return of capital. This amount is not
required to be presented as a return of capital except for purposes of
this table, and CNL Income Fund, Ltd. has not treated this amount as a
return of capital for any other purpose, except for amounts described in
Note 6 below.
Note 5: The corporate general partner of CNL Income Fund, Ltd. contributed
$65,000, $7,400 and $120,000 during the years ended December 31, 1991,
1992 and 1994, respectively, in connection with the operations of the
partnership.
Note 6: During the year ended December 31, 1992, CNL Income Fund, Ltd. sold one
of its properties. Of the net sales proceeds distributed to the limited
partners, $823,975 was treated as a return of capital for purposes of
calculating the limited partners' preferred return. In addition, during
the year ended December 31, 1994, CNL Income Fund, Ltd. sold a property
and $861,500 of net sales proceeds distributed to limited partners was
treated as a return of capital for purposes of calculating the limited
partners' preferred return. As a result of these returns of capital,
the amount of the limited partners' adjusted capital contributions
(which generally is the limited partners' capital contributions, less
distributions from the sale of a property that are considered to be a
return of capital) was decreased.
Note 7: Cash generated from operations per this table agrees to cash generated
from operations per the statement of cash flows included in the
financial statements of CNL Income Fund, Ltd.
Note 8: As a result of the partnership's change in investor services agents in
1993, distributions are now declared at the end of each quarter and paid
in the following quarter. Since this table generally presents
distributions on a cash basis (rather than amounts declared),
distributions on a cash basis for 1993 only reflect payments for three
quarters. Distributions declared for the quarter ended December 31, 1993
and 1994, are reflected in the 1994 and 1995 columns, respectively, for
distributions on a cash basis due to the payment of such distributions
in January 1994 and 1995, respectively. As a result of 1994 and 1995
distributions being presented on a cash basis, distributions declared
and unpaid as of December 31, 1994 and 1995, are not included in the
1994 and 1995 totals, respectively.
C-12
<PAGE>
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995
---------- ---------- ---------- ---------- ---------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 76 72 69 68 63
- from capital gain 0 14 0 12 0
- from return of capital (Note 3) 24 75 2 15 81
--------- ---------- ---------- ---------- ----------
Total distributions on GAAP basis (Note 8) 100 161 71 95 144
========= ========== ========== ========== ==========
Source (on cash basis)
- from sales 0 72 0 0 57
- from refinancing 0 0 0 0 0
- from operations 96 87 71 85 79
- from cash flow from prior period 1 0 0 10 8
- from return of capital (Note 4) 0 0 0 0 0
- from other (Note 5) 3 2 0 0 0
--------- ---------- ---------- ---------- ----------
Total distributions on cash basis (Note 8) 100 161 71 95 144
========= ========== ========== ========== ==========
Total cumulative cash distributions per
$1,000 investment from inception 544 705 776 871 1,015
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 6) 100% 92% 92% 85% 85%
</TABLE>
C-13
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND II, LTD.
<TABLE>
<CAPTION>
1987
(Note 1) 1988 1989 1990 1991
------------ ------------ ------------ ----------- ------------
<S> <C>
Gross revenue $ 891,543 $ 2,379,358 $ 2,416,161 $ 2,413,874 $ 2,442,225
Equity in earnings of joint ventures 6,648 39,579 82,531 103,198 126,321
Profit from sale of properties 0 0 0 0 0
Interest income 303,497 55,545 30,522 31,682 26,047
Lease termination income 0 0 0 0 0
Less: Operating expenses (39,295) (120,160) (127,796) (104,043) (136,678)
Interest expense 0 0 0 0 0
Depreciation and amortization (170,283) (442,652) (460,460) (452,752) (448,317)
------------ ------------ ------------ ------------ ------------
Net income - GAAP basis 992,110 1,911,670 1,940,958 1,991,959 2,009,598
============ ============ ============ ============ ============
Taxable income
- from operations 1,010,827 1,931,840 1,963,484 2,021,575 2,031,552
============ ============ ============ ============ ============
- from gain (loss) on sale 0 0 0 0 0
============ ============ ============ ============ ============
Cash generated from operations
(Notes 2 and 6) 1,195,312 2,311,231 2,430,909 2,442,845 2,495,952
Cash generated from sales (Note 4) 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 1,195,312 2,311,231 2,430,909 2,442,845 2,495,952
Less: Cash distributions to investors
(Note 7)
- from operating cash flow (1,153,877) (2,281,500) (2,376,000) (2,438,500) (2,438,500)
- from sale of properties 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0
- from other 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Cash generated (deficiency) after
cash distributions 41,435 29,731 54,909 4,345 57,452
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 25,000,000 0 0 0 0
General partners' capital
contributions (Note 5) 1,000 0 0 0 0
Organization costs (10,000) 0 0 0 0
Syndication costs (2,445,247) 0 0 0 0
Acquisition of land and buildings (19,482,309) (2,462,767) (22,330) 0 0
Lease costs 0 0 (50,000) 0 0
Investment in joint ventures (307,355) 0 (1,217) (65,000) 0
Insurance proceeds 0 0 0 65,000 0
Deposit received from tenant to be
used for renovation 0 0 0 0 0
Proceeds received from tenant in
connection with termination of
lease 0 0 0 0 0
Increase in restricted cash 0 0 0 0 0
Repayment of advance from an
affiliate (20,500) 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund II, Ltd. by
related parties (253,510) (1,547) 0 0 0
Increase in other assets 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 2,523,514 (2,434,583) (18,638) 4,345 57,452
============ ============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 53 77 78 80 80
============ ============ ============ ============ ============
- from recapture 0 0 0 0 0
============ ============ ============ ============ ============
Capital gain (loss) 0 0 0 0 0
============ ============ ============ ============ ============
</TABLE>
C-14
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
------------ ------------ ------------ ----------
<S> <C>
Gross revenue $ 2,324,625 $2,251,780 $ 2,177,384 $ 2,284,560
Equity in earnings of joint ventures 109,302 124,098 132,810 153,677
Profit from sale of properties 0 161,025 40,650 0
Interest income 17,748 14,656 13,484 17,517
Lease termination income 0 0 198,482 0
Less: Operating expenses (174,212) (255,962) (195,568) (160,444)
Interest expense 0 0 0 0
Depreciation and amortization (446,317) (445,065) (441,725) (456,793)
------------ ------------ ------------ ------------
Net income - GAAP basis 1,831,146 1,850,532 1,925,517 1,838,517
============ ============ ============ ============
Taxable income
- from operations 1,936,526 1,694,054 1,912,389 1,786,291
============ ============ ============ ============
- from gain (loss) on sale 0 108,901 (37,097) 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 6) 2,343,924 2,170,177 2,156,604 2,168,367
Cash generated from sales (Note 4) 0 746,800 888,210 0
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 2,343,924 2,916,977 3,044,814 2,168,367
Less: Cash distributions to investors
(Note 7)
- from operating cash flow (2,343,924) (1,782,000) (2,156,604) (2,168,367)
- from sale of properties 0 0 0 0
- from cash flow from prior period (94,576) 0 (281,896) (207,633)
- from other 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after
cash distributions (94,576) 1,134,977 606,314 (207,633)
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 0 0 0
General partners' capital
contributions (Note 5) 0 0 161,000 0
Organization costs 0 0 0 0
Syndication costs 0 0 0 0
Acquisition of land and buildings 0 (637,900) (651,540) (4,323)
Lease costs 0 (1,800) 0 (12,426)
Investment in joint ventures 0 0 (260,732) (121)
Insurance proceeds 0 0 0 0
Deposit received from tenant to be
used for renovation 0 0 0 25,000
Proceeds received from tenant in
connection with termination of
lease 0 0 198,482 0
Increase in restricted cash 0 0 0 (25,000)
Repayment of advance from an
affiliate 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund II, Ltd. by
related parties 0 0 0 0
Increase in other assets 0 0 (1,750) 0
------------ ---------- ------------ ------------
Cash generated (deficiency) after cash
distributions and special items (94,576) 495,277 51,774 (224,503)
============ ========== ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 77 67 76 71
============ ========== ============ ============
- from recapture 0 0 0 0
============ ========== ============ ============
Capital gain (loss) 0 4 (1) 0
============ ========== ============ ============
</TABLE>
C-15
<PAGE>
TABLE III - CNL INCOME FUND II, LTD. (continued)
<TABLE>
<CAPTION>
1987
(Note 1) 1988 1989 1990 1991
------------ ------------ ------------ ---------- ------------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 52 76 77 79 80
- from capital gain 0 0 0 0 0
- from investment income from
prior period 0 0 0 0 0
- from return of capital (Note 3) 9 15 18 19 18
------------ ------------ ------------ ------------ ------------
Total distributions on GAAP basis
(Note 7) 61 91 95 98 98
============ ============ ============ ============ ============
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 61 91 95 98 98
- from cash flow from prior
period 0 0 0 0 0
- from other 0 0 0 0 0
----------- ------------ ------------ ------------ ------------
Total distributions on cash basis
(Note 7) 61 91 95 98 98
=========== ============ ============ ============ ============
Total cumulative cash distributions
per $1,000 investment from
inception 61 152 247 345 443
Amount (in percentage terms)
remaining invested in program
properties at the end of each
year (period) presented (original
total acquisition cost of properties
retained, divided by original total
acquisition cost of all properties
in program) (Note 4) 100% 100% 100% 100% 100%
</TABLE>
Note 1: The registration statement relating to the offering of units by CNL
Income Fund II, Ltd. became effective on January 2, 1987. All income and
expenses include the period from January 2, 1987 to December 31, 1987.
Note 2: Cash generated from operations includes cash received from tenants, plus
distributions from joint ventures, less cash paid for expenses, plus
interest received.
Note 3: Cash distributions presented above as a return of capital on a GAAP
basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income includes
deductions for depreciation and amortization expense and income from
certain non-cash items. This amount is not required to be presented as a
return of capital except for purposes of this table, and CNL Income Fund
II, Ltd. has not treated this amount as a return of capital for any
other purpose.
Note 4: In July 1993, the partnership sold one of its properties and received
net sales proceeds of $746,800. In addition, in 1994, the partnership
sold two additional properties and received net sales proceeds of
$888,210. The sale of one of the properties in 1994 qualified as a
like-kind exchange transaction in accordance with Section 1031 of the
Internal Revenue Code. As a result, no gain was recognized for tax
purposes on the sale of this property. The partnership reinvested
approximately $1,554,000 of the net sales proceeds in three additional
properties. The remaining sales proceeds were used to pay partnership
expenses and to meet other working capital needs.
Note 5: The corporate general partner of CNL Income Fund II, Ltd. contributed
$161,000 during the year ended December 31, 1994, in connection with the
operations of the partnership.
Note 6: Cash generated from operations per this table agrees to cash generated
from operations per the statement of cash flows included in the
financial statements of CNL Income Fund II, Ltd.
Note 7: As a result of the partnership's change in investor services agents in
1993, distributions are now declared at the end of each quarter and paid
in the following quarter. Since this table generally presents
distributions on a cash basis (rather than amounts declared),
distributions on a cash basis for 1993 only reflect payments for three
quarters. Distributions declared for the quarter ended December 31,
1993 and 1994, are reflected in the 1994 and 1995 columns, respectively,
for distributions on a cash basis due to the payment of such
distributions in January 1994 and 1995, respectively. As a result of
1994 and 1995 distributions being presented on a cash basis,
distributions declared and unpaid as of December 31, 1994 and 1995, are
not included in the 1994 and 1995 totals, respectively.
C-16
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
------------ ------------ ------------ --------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 73 65 75 73
- from capital gain 0 6 2 0
- from investment income from
prior period 0 0 2 0
- from return of capital (Note 3) 25 0 19 22
----------- ------------ ------------ ------------
Total distributions on GAAP basis
(Note 7) 98 71 98 95
=========== ============ ============ ============
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 94 71 86 87
- from cash flow from prior
period 4 0 12 8
- from other 0 0 0 0
----------- ------------ ------------ ------------
Total distributions on cash basis
(Note 7) 98 71 98 95
=========== ============ ============ ============
Total cumulative cash distributions
per $1,000 investment from
inception 541 612 710 805
Amount (in percentage terms)
remaining invested in program
properties at the end of each
year (period) presented (original
total acquisition cost of properties
retained, divided by original total
acquisition cost of all properties
in program) (Note 4) 100% 100% 99% 99%
</TABLE>
C-17
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND III, LTD.
<TABLE>
<CAPTION>
1987
(Note 1) 1988 1989 1990 1991
------------ ---------- ---------- ---------- ------------
<S> <C>
Gross revenue $ 55,316 $1,607,223 $2,487,626 $2,504,506 $ 2,473,440
Equity in earnings (losses) of joint
venture 0 0 60,079 61,636 (17,482)
Profit from sale of properties 0 0 0 0 0
Provision for loss on land and
building (Note 6) 0 0 0 0 0
Interest income 41,081 233,970 36,574 30,541 30,119
Less: Operating expenses (6,340) (111,115) (126,039) (112,087) (133,947)
Interest expense 0 0 0 0 0
Depreciation and amortization (19,877) (294,811) (451,668) (458,189) (458,189)
Minority interest in income of
consolidated joint venture 0 (20,509) (17,240) (17,290) (17,169)
------------ ------------ ------------ ------------ ------------
Net income - GAAP basis 70,180 1,414,758 1,989,332 2,009,117 1,876,772
============ ============ ============ ============ ============
Taxable income
- from operations 76,166 1,427,351 2,012,200 2,073,719 1,864,647
============ ============ ============ ============ ============
- from gain on sale 0 0 0 0 0
============ ============ ============ ============ ============
Cash generated from operations
(Notes 2 and 7) 91,037 1,756,426 2,410,063 2,416,542 2,399,351
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Cash generated from operations,
sales and refinancing 91,037 1,756,426 2,410,063 2,416,542 2,399,351
Less: Cash distributions to investors
(Note 8)
- from operating cash flow (91,037) (1,672,500) (2,376,000) (2,376,000) (2,376,000)
- from sale of properties 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0
- from return of capital (Note 4) (2,103) 0 0 0 0
------------ ------------ ------------ ------------ ------------
Cash generated (deficiency) after
cash distributions (2,103) 83,926 34,063 40,542 23,351
Special items (not including sales
and refinancing):
Limited partners' capital
contributions 11,345,875 13,654,125 0 0 0
General partners' capital
contributions (Note 5) 1,000 0 0 0 0
Organization costs (10,000) 0 0 0 0
Syndication costs (973,197) (1,398,802) (150) 0 0
Acquisition of land and buildings (7,269,301) (13,799,321) (165,636) 0 0
Lease costs 0 0 0 0 0
Investment in and loans to joint
ventures 0 (650,540) (95,294) 0 (132,084)
Investment of tenant security
deposit 0 (50,000) 0 0 0
Proceeds from certificate of
deposit 0 0 50,000 0 0
Decrease (increase) in restricted
cash 0 (29,820) 0 29,820 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund III, Ltd. by
related parties (189,613) (393,065) (933) 0 0
Repayment of advance (advances) to
affiliates (4,129) 4,129 0 0 0
Collection on loans 0 0 0 0 55,000
Distributions to holder of minority
interest 0 (26,348) (20,028) (20,184) (19,854)
Decrease (increase) in other assets (25,188) (40,869) 11,515 0 0
------------ ------------ ------------ ------------------------
Cash generated (deficiency) after cash
distributions and special items 2,873,344 (2,646,585) (186,463) 50,178 (73,587)
============ ============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 13 61 80 82 74
============ ============ ============ ============ ============
- from recapture 0 0 0 0 0
============ ============ ============ ============ ============
Capital gain (loss) 0 0 0 0 0
============ ============ ============ ============ ============
</TABLE>
C-16
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
------------ ------------ ------------ ------------
<S> <C>
Gross revenue $ 2,379,939 $ 2,458,704 $ 2,496,217 $ 2,339,419
Equity in earnings (losses) of joint
venture 31,040 26,521 20,952 22,015
Profit from sale of properties 0 0 0 0
Provision for loss on land and
building (Note 6) 0 0 0 (207,844)
Interest income 20,416 16,444 11,951 14,006
Less: Operating expenses (256,773) (171,418) (218,737) (233,384)
Interest expense 0 0 0 0
Depreciation and amortization (457,439) (449,120) (434,491) (434,492)
Minority interest in income of
consolidated joint venture (17,242) (24,669) (17,287) (17,205)
------------ ------------ ------------ ------------
Net income - GAAP basis 1,699,941 1,856,462 1,858,605 1,482,515
============ ============ ============ ============
Taxable income
- from operations 1,854,785 1,922,069 1,925,870 1,728,573
============ ============ ============ ============
- from gain on sale 0 0 0 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 7) 2,243,737 2,292,541 2,363,371 2,203,437
Cash generated from sales 0 0 0 0
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations,
sales and refinancing 2,243,737 2,292,541 2,363,371 2,203,437
Less: Cash distributions to investors
(Note 8)
- from operating cash flow (2,243,737) (1,782,000) (2,363,371) (2,203,437)
- from sale of properties 0 0 0 0
- from cash flow from prior period (132,263) 0 (12,629) (172,563)
- from return of capital (Note 4) 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after
cash distributions (132,263) 510,541 (12,629) (172,563)
Special items (not including sales
and refinancing):
Limited partners' capital
contributions 0 0 0 0
General partners' capital
contributions (Note 5) 160,500 0 0 0
Organization costs 0 0 0 0
Syndication costs 0 0 0 0
Acquisition of land and buildings 0 0 0 0
Lease costs 0 (8,000) (4,000) 0
Investment in and loans to joint
ventures (19,728) 0 0 0
Investment of tenant security
deposit 0 0 0 0
Proceeds from certificate of
deposit 0 0 0 0
Decrease (increase) in restricted
cash 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund III, Ltd. by
related parties 0 0 0 0
Repayment of advance (advances) to
affiliates 0 0 0 0
Collection on loans 8,206 27,206 26,173 0
Distributions to holder of minority
interest (20,031) (27,455) (20,033) (19,997)
Decrease (increase) in other assets 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items (3,316) 502,292 (10,489) (192,560)
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 73 76 76 68
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) 0 0 0 0
============ ============ ============ ============
</TABLE>
C-17
<PAGE>
TABLE III - CNL INCOME FUND III, LTD. (continued)
<TABLE>
<CAPTION>
1987
(Note 1) 1988 1989 1990 1991
------------ ------------ ------------ --------- ------------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 12 60 79 80 74
- from capital gain 0 0 0 0 0
- from investment income from prior
period 0 0 0 0 0
- from return of capital (Note 3) 4 12 16 15 21
------------ ------------ ------------ ------------ ------------
Total distributions on GAAP basis
(Note 8) 16 72 95 95 95
============ ============ ============ ============ ============
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 16 72 95 95 95
- from cash flow from prior
period 0 0 0 0 0
- from return of capital (Note 4) 0 0 0 0 0
------------ ------------ ------------ ------------ ------------
Total distributions on cash basis
(Note 8) 16 72 95 95 95
============ ============ ============ ============ ============
Total cumulative cash distributions
per $1,000 investment from
inception 16 88 183 278 373
Amount (in percentage terms)
remaining invested in program properties
at the end of each year (period)
presented (original total acquisition
cost of properties retained, divided by
original total acquisition cost of all
properties in program) 100% 100% 100% 100% 100%
</TABLE>
Note 1: The registration statement relating to the offering of units by CNL
Income Fund III, Ltd. became effective on August 10, 1987. All income
and expenses include the period from August 10, 1987 to December 31,
1987.
Note 2: Cash generated from operations includes cash received from tenants, plus
distributions from joint ventures, less cash paid for expenses, plus
interest received.
Note 3: Cash distributions presented above as a return of capital on a GAAP
basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income includes
deductions for depreciation and amortization expense and income from
certain non-cash items. This amount is not required to be presented as a
return of capital except for purposes of this table, and CNL Income Fund
III, Ltd. has not treated this amount as a return of capital for any
other purpose.
Note 4: CNL Income Fund III, Ltd. makes its distributions in the current period
rather than in arrears based on estimated operating results. In cases
where distributions exceed cash from operations in the current period,
once finally determined, subsequent distributions are lowered
accordingly in order to avoid any return of capital. This amount is not
required to be presented as a return of capital except for purposes of
this table, and CNL Income Fund III, Ltd. has not treated this amount as
a return of capital for any other purpose.
Note 5: The corporate general partner of CNL Income Fund III, Ltd. contributed
$160,000 during the year ended December 31, 1992, in connection with the
operations of the partnership.
Note 6: During the year ended December 31, 1995, CNL Income Fund III, Ltd.
recorded an allowance for loss on land and building of $207,844 for
financial reporting purposes relating to one of its properties. The loss
represents the difference between the property's carrying value and the
estimated net realizable value, based on an anticipated sales price
expected to be received from an unrelated third party.
Note 7: Cash generated from operations per this table agrees to cash generated
from operations per the statement of cash flows included in the
financial statements of CNL Income Fund III, Ltd.
Note 8: As a result of the partnership's change in investor services agents in
1993, distributions are now declared at the end of each quarter and paid
in the following quarter. Since this table generally presents
distributions on a cash basis (rather than amounts declared),
distributions on a cash basis for 1993 only reflect payments for three
quarters. Distributions declared for the quarter ended December 31,
1993 and 1994, are reflected in the 1994 and 1995 columns, respectively,
for distributions on a cash basis due to the payment of such
distributions in January 1994 and 1995, respectively. As a result of
1994 and 1995 distributions being presented on a cash basis,
distributions declared and unpaid as of December 31, 1994 and 1995, are
not included in the 1994 and 1995 totals, respectively.
C-18
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
------------ ------------ ------------ --------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 67 71 74 59
- from capital gain 0 0 0 0
- from investment income from prior
period 0 0 0 0
- from return of capital (Note 3) 28 0 21 36
------------ ------------ ------------ ------------
Total distributions on GAAP basis
(Note 8) 95 71 95 95
============ ============ ============ ============
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 90 71 95 88
- from cash flow from prior
period 5 0 0 7
- from return of capital (Note 4) 0 0 0 0
----------- ------------ ------------ ------------
Total distributions on cash basis
(Note 8) 95 71 95 95
=========== ============ ============ ============
Total cumulative cash distributions
per $1,000 investment from
inception 468 539 634 729
Amount (in percentage terms)
remaining invested in program properties
at the end of each year (period)
presented (original total acquisition
cost of properties retained, divided by
original total acquisition cost of all
properties in program) 100% 100% 100% 100%
</TABLE>
C-19
<PAGE>
<TABLE>
<CAPTION>
TABLE III
Operating Results of Prior Programs
PRUDENTIAL-BACHE/CNL NATIONAL NET LEASE PROPERTIES, LTD.
1988
(Note 1) 1989 1990 1991
----------- ----------- ----------- -------
<S> <C>
Gross revenue $ 264,219 $ 895,848 $ 963,885 $ 993,440
Profit from sale of properties 0 0 0 0
Interest income 134,699 176,582 48,774 20,405
Less: Operating expenses (5,522) (38,795) (35,596) (34,048)
Interest expense 0 (97,696) (20,024) 0
Depreciation and amortization (59,384) (244,093) (212,824) (190,389)
----------- ----------- ----------- -----------
Net income - GAAP basis 334,012 691,846 744,215 789,408
=========== =========== =========== ===========
Taxable income
- from operations 342,030 700,409 771,067 783,286
=========== =========== =========== ===========
- from gain on sale 0 0 0 0
=========== =========== =========== ===========
Cash generated from operations
(Notes 2 and 5) 302,415 1,047,395 958,331 949,074
Cash generated from sales 0 0 0 0
Cash generated from refinancing 0 0 0 0
----------- ----------- ----------- -----------
Cash generated from operations,
sales and refinancing 302,415 1,047,395 958,331 949,074
Less: Cash distributions to investors
(limited partners) (Note 6)
- from operating cash flow (102,512) (827,528) (944,041) (949,074)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 0 0 (1,364)
- from return of capital (Note 4) 0 (70,851) 0 0
----------- ----------- ----------- -----------
Cash generated (deficiency) after
cash distributions 199,903 149,016 14,290 (1,364)
Special items (not including sales
and refinancing):
Limited partners' capital
contributions 7,855,010 1,430,000 990,000 0
General partners' capital
contributions 1,000 0 0 0
Distributions to general partners (5,395) (43,555) (49,686) (50,023)
Organization costs (15,000) 0 0 0
Syndication costs (784,584) (16,041) 0 0
Acquisition of land and buildings (7,240,974) (965,136) (387,616) 0
Proceeds from (repayment of) note
payable 1,411,000 (421,000) (990,000) 0
Loan costs (116,200) (31,582) 0 0
Increase in other assets (106,286) 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of Prudential-Bache/CNL National
Net Lease Properties, Ltd. by
related parties (425,247) (9,711) 0 0
Loan to tenant 0 0 0 0
Payment of lease costs 0 0 0 0
Withdrawal of original limited
partner 0 (10) 0 0
----------- ----------- ----------- -----------
Cash generated (deficiency) after
cash distributions and special items 773,227 91,981 (423,012) (51,387)
=========== =========== =========== ===========
TAX AND DISTRIBUTION DATA FOR LIMITED
PARTNERS PER $1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 49 65 71 72
=========== =========== =========== ===========
- from recapture 0 0 0 0
=========== =========== =========== ===========
Capital gain (loss) 0 0 0 0
=========== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
----------- ----------- ----------- -----------
<S> <C>
Gross revenue $ 902,057 $ 1,013,522 $ 1,002,170 $ 930,530
Profit from sale of properties 0 0 0 0
Interest income 10,615 5,106 9,756 17,052
Less: Operating expenses (77,524) (39,035) (39,323) (52,188)
Interest expense 0 0 0 0
Depreciation and amortization (190,389) (189,926) (189,489) (189,771)
----------- ----------- ----------- -----------
Net income - GAAP basis 644,759 789,667 783,114 705,623
=========== =========== =========== ===========
Taxable income
- from operations 715,747 728,152 784,081 785,482
=========== =========== =========== ===========
- from gain on sale 0 0 0 0
=========== =========== =========== ===========
Cash generated from operations
(Notes 2 and 5) 872,589 876,100 914,998 885,066
Cash generated from sales 0 0 0 0
Cash generated from refinancing 0 0 0 0
----------- ----------- ----------- -----------
Cash generated from operations,
sales and refinancing 872,589 876,100 914,998 885,066
Less: Cash distributions to investors
(limited partners) (Note 6)
- from operating cash flow (872,589) (796,313) (777,046) (822,000)
- from sale of properties 0 0 0 0
- from cash flow from prior period (77,849) 0 0 0
- from return of capital (Note 4) 0 0 0 0
----------- ----------- ----------- -----------
Cash generated (deficiency) after
cash distributions (77,849) 79,787 137,952 63,066
Special items (not including sales
and refinancing):
Limited partners' capital
contributions 0 0 0 0
General partners' capital
contributions 0 0 0 0
Distributions to general partners (50,023) (41,911) (40,898) (43,263)
Organization costs 0 0 0 0
Syndication costs 0 0 0 0
Acquisition of land and buildings 0 (50,000) 0 0
Proceeds from (repayment of) note
payable 0 0 0 0
Loan costs 0 0 0 0
Increase in other assets 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of Prudential-Bache/CNL National
Net Lease Properties, Ltd. by
related parties 0 0 0 0
Loan to tenant (15,000) 0 0 0
Payment of lease costs (1,000) (2,000) 0 (2,000)
Withdrawal of original limited
partner 0 0 0 0
-------- ----------- ----------- -----------
Cash generated (deficiency) after
cash distributions and special items (143,872) (14,124) 97,054 17,803
========= =========== =========== ===========
TAX AND DISTRIBUTION DATA FOR LIMITED
PARTNERS PER $1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 66 67 72 73
======== =========== =========== ===========
- from recapture 0 0 0 0
======== =========== =========== ===========
Capital gain (loss) 0 0 0 0
======== =========== =========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TABLE III - PRUDENTIAL-BACHE/CNL NATIONAL NET LEASE PROPERTIES, LTD. (continued)
1988
(Note 1) 1989 1990 1991
----------- ----------- ----------- -------
<S> <C>
Cash distributions to investors
(limited partners)
Source (on GAAP basis)
- from investment income 15 64 69 73
- from capital gain 0 0 0 0
- from investment income from
prior period 0 23 10 0
- from return of capital (Note 3) 0 0 13 20
----------- ----------- ----------- -----------
Total distributions on GAAP basis
(Note 6) 15 87 92 93
=========== =========== =========== ===========
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 15 81 92 93
- from cash flow from prior period 0 0 0 0
- from return of capital (Note 4) 0 7 0 0
----------- ----------- ----------- -----------
Total distributions on cash basis
(Note 6) 15 87 92 93
=========== =========== =========== ===========
Total cumulative cash distributions
paid to limited partners per $1,000
investment from inception 15 103 195 288
Amount (in percentage terms) remaining
invested in program properties at
the end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of
all properties in program) 100% 100% 100% 100%
</TABLE>
Note 1: The private placement of units of Prudential-Bache/CNL National Net
Lease Properties, Ltd. began on May 5, 1988. All income and expenses
include the period from May 5, 1988 to December 31, 1988.
Note 2: Cash generated from operations includes cash received from tenants, less
cash paid for expenses, plus interest received.
Note 3: Cash distributions presented above as a return of capital on a GAAP
basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income includes
deductions for depreciation and amortization expense and income from
certain non-cash items. This amount is not required to be presented as a
return of capital except for purposes of this table, and
Prudential-Bache/CNL National Net Lease Properties, Ltd. has not treated
this amount as a return of capital for any other purpose.
Note 4: A special distribution was made from the working capital reserve to
those investors who contributed all cash for their capital
contributions.
Note 5: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of Prudential-Bache/CNL National Net Lease
Properties, Ltd.
Note 6: Distributions are declared at the end of each quarter and recorded as
paid in the following quarter. This table presents distributions on a
cash basis (rather than amounts declared); therefore, distributions for
each year only reflect actual payments made.
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
----------- ----------- ----------- -----------
<S> <C>
Cash distributions to investors
(limited partners)
Source (on GAAP basis)
- from investment income 60 73 72 65
- from capital gain 0 0 0 0
- from investment income from
prior period 0 0 0 0
- from return of capital (Note 3) 33 5 4 15
----------- ----------- ----------- -----------
Total distributions on GAAP basis
(Note 6) 93 78 76 80
=========== =========== =========== ===========
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 85 78 76 80
- from cash flow from prior period 8 0 0 0
- from return of capital (Note 4) 0 0 0 0
----------- ----------- ----------- -----------
Total distributions on cash basis
(Note 6) 93 78 76 80
=========== =========== =========== ===========
Total cumulative cash distributions
paid to limited partners per $1,000
investment from inception 381 459 535 615
Amount (in percentage terms) remaining
invested in program properties at
the end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of
all properties in program) 100% 100% 100% 100%
</TABLE>
<PAGE>
C-20
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND IV, LTD.
<TABLE>
<CAPTION>
1988
(Note 1) 1989 1990 1991
------------ ---------- ---------- ----------
<S> <C>
Gross revenue $236,113 $2,540,112 $2,705,889 $2,607,075
Equity in earnings of joint ventures 8,367 92,589 194,745 207,752
Profit from sale of properties 0 0 0 0
Interest income 318,111 150,156 27,203 22,674
Less: Operating expenses (26,424) (175,108) (175,697) (221,842)
Interest expense 0 0 0 0
Depreciation and amortization (50,019) (427,683) (468,389) (467,451)
------------ ------------ ------------ ------------
Net income - GAAP basis 486,148 2,180,066 2,283,751 2,148,208
============ ============ ============ ============
Taxable income
- from operations 481,448 2,095,089 2,222,457 2,034,837
============ ============ ============ ============
- from gain on sale 0 0 0 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 7) 552,318 2,606,064 2,773,852 2,551,205
Cash generated from sales (Note 5) 0 0 0 0
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 552,318 2,606,064 2,773,852 2,551,205
Less: Cash distributions to investors
(Note 8)
- from operating cash flow (510,163) (2,606,064) (2,760,000) (2,551,205)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 (11,736) 0 (44,271)
- from return of capital (Note 4) 0 0 0 (22,520)
- from other (Note 6) 0 0 0 (142,004)
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 42,155 (11,736) 13,852 (208,795)
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 30,000,000 0 0 0
General partners' capital
contributions 1,000 0 0 142,004
Organization costs (10,000) 0 0 0
Syndication costs (2,720,258) (41,440) 0 0
Lease costs 0 0 0 (5,050)
Acquisition of land and buildings (19,131,848) (3,382,106) (221,182) (2,155)
Investment in direct financing
leases 0 (2,236,216) 0 0
Investment in joint ventures (906,725) (375,408) (168) (15,960)
Proceeds from transfer of joint
venture interest 0 95,201 123,394 0
Increase in restricted cash 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund IV, Ltd. by
related parties (760,951) (5,264) (269) 0
Repayment of advance (advances)
to an affiliate (14,693) 14,693 0 0
Increase in other assets (373,299) (5,790) 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 6,125,381 (5,948,066) (84,373) (89,956)
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 31 69 73 67
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) 0 0 0 0
============ ============ ============ ============
</TABLE>
C-26
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
------------ ------------ ------------ -----------
<S> <C>
Gross revenue $ 2,708,496 $2,678,068 $ 2,591,454 $ 2,608,216
Equity in earnings of joint ventures 198,177 235,457 247,197 245,778
Profit from sale of properties 0 0 128,592 128,547
Interest income 15,370 20,202 27,119 17,578
Less: Operating expenses (158,464) (209,789) (220,033) (330,843)
Interest expense 0 0 0 0
Depreciation and amortization (471,737) (460,193) (463,805) (458,937)
------------ ------------ ------------ ------------
Net income - GAAP basis 2,291,842 2,263,745 2,310,524 2,210,339
============ ============ ============ ============
Taxable income
- from operations 2,236,726 2,229,572 2,164,504 2,153,355
============ ============ ============ ============
- from gain on sale 0 0 124,367 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 7) 2,745,754 2,653,559 2,544,211 2,670,393
Cash generated from sales (Note 5) 0 0 712,000 518,650
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 2,745,754 2,653,559 3,256,211 3,189,043
Less: Cash distributions to investors
(Note 8)
- from operating cash flow (2,745,754) (2,070,000) (2,544,211) (2,670,393)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 0 (215,789) (89,607)
- from return of capital (Note 4) 0 0 0 0
- from other (Note 6) (14,246) 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions (14,246) 583,559 496,211 429,043
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 0 0 0
General partners' capital
contributions 21,000 77,500 0 0
Organization costs 0 0 0 0
Syndication costs 0 0 0 0
Lease costs (2,160) (10,560) (360) (1,800)
Acquisition of land and buildings 0 (34,011) (537,317) (1,628)
Investment in direct financing
leases 0 0 0 0
Investment in joint ventures 0 0 0 0
Proceeds from transfer of joint
venture interest 0 0 0 0
Increase in restricted cash 0 0 0 (518,150)
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund IV, Ltd. by
related parties (3,028) 0 0 (1,175)
Repayment of advance (advances)
to an affiliate 0 0 0 0
Increase in other assets 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 1,566 616,488 (41,466) (93,710)
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 74 74 71 71
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) 0 0 4 0
============ ============ ============ ============
</TABLE>
C-27
<PAGE>
TABLE III - CNL INCOME FUND IV, LTD. (continued)
<TABLE>
<CAPTION>
1988
(Note 1) 1989 1990 1991
------------ ------------ ------------ -----------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 32 72 75 71
- from capital gain 0 0 0 0
- from investment income from prior
period 0 0 0 0
- from return of capital (Note 3) 2 15 17 21
------------ ------------ ------------ ------------
Total distributions on GAAP basis (Note 8) 34 87 92 92
============ ============ ============ ============
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 34 87 92 85
- from cash flow from prior period 0 0 0 1
- from return of capital (Note 4) 0 0 0 1
- from other (Note 6) 0 0 0 5
------------ ------------ ------------ ------------
Total distributions on cash basis (Note 8) 34 87 92 92
============ ============ ============ ============
Total cumulative cash distributions per
$1,000 investment from inception 34 121 213 305
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 5) 100% 100% 100% 100%
</TABLE>
Note 1: The registration statement relating to the offering of units by CNL
Income Fund IV, Ltd. became effective on May 6, 1988. All income and
expenses include the period from May 6, 1988 to December 31, 1988.
Note 2: Cash generated from operations includes cash received from tenants, plus
distributions from joint ventures, less cash paid for expenses, plus
interest received.
Note 3: Cash distributions presented above as a return of capital on a GAAP
basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income includes
deductions for depreciation and amortization expense and income from
certain non-cash items. This amount is not required to be presented as a
return of capital except for purposes of this table, and CNL Income Fund
IV, Ltd. has not treated this amount as a return of capital for any
other purpose.
Note 4: CNL Income Fund IV, Ltd. makes its distributions in the current period
rather than in arrears based on estimated operating results. In cases
where distributions exceed cash from operations in the current period,
once finally determined, subsequent distributions are lowered
accordingly in order to avoid any return of capital. This amount is not
required to be presented as a return of capital except for purposes of
this table, and CNL Income Fund IV, Ltd. has not treated this amount as
a return of capital for any other purpose.
Note 5: During April 1994, the partnership sold one of its properties for
$712,000. Subsequently, the partnership reinvested $539,794 of the net
sales proceeds in two additional properties. The remaining net sales
proceeds were used by the partnership to meet other working capital
needs of the Partnership. In December 1995, CNL Income Fund IV, Ltd.
sold one of its properties for $520,000 and received net sales proceeds
of $518,650. At December 31, 1995, the net sales proceeds were being
held in an interest bearing escrow account pending the release of funds
by the escrow agent to acquire an additional property or return the
funds to the partnership. In January 1996, CNL Income Fund IV, Ltd.
reinvested the net sales proceeds, along with additional funds, in an
additional property as tenants-in-common with affiliates of its general
partners.
Note 6: The corporate general partner of CNL Income Fund IV, Ltd. contributed
$142,004, $21,000 and $77,500 during the years ended December 31, 1991,
1992 and 1993, respectively, in connection with the operations of the
partnership.
Note 7: Cash generated from operations per this table agrees to cash generated
from operations per the statement of cash flows included in the
financial statements of CNL Income Fund IV, Ltd.
Note 8: As a result of the partnership's change in investor services agents in
1993, distributions are now declared at the end of each quarter and paid
in the following quarter. Since this table generally presents
distributions on a cash basis (rather than amounts declared),
distributions on a cash basis for 1993 only reflect payments for three
quarters. Distributions declared for the quarter ended December 31,
1993 and 1994, are reflected in the 1994 and 1995 columns, respectively,
for distributions on a cash basis due to the payment of such
distributions in January 1994 and 1995, respectively. As a result of
1994 and 1995 distributions being presented on a cash basis,
distributions declared and unpaid as of December 31, 1994 and 1995, are
not included in the 1994 and 1995 totals, respectively.
C-28
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
------------ ------------ ------------ --------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 76 69 72 69
- from capital gain 0 0 4 4
- from investment income from prior
period 0 0 6 0
- from return of capital (Note 3) 16 0 10 19
------------ ------------ ------------ ------------
Total distributions on GAAP basis (Note 8) 92 69 92 92
============ ============ ============ ============
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 92 69 85 89
- from cash flow from prior period 0 0 7 3
- from return of capital (Note 4) 0 0 0 0
- from other (Note 6) 0 0 0 0
------------ ------------ ------------ ------------
Total distributions on cash basis (Note 8) 92 69 92 92
============ ============ ============ ============
Total cumulative cash distributions per
$1,000 investment from inception 397 466 558 650
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 5) 100% 100% 100% 100%
</TABLE>
C-29
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND V, LTD.
<TABLE>
<CAPTION>
1988
(Note 1) 1989 1990 1991
------------ ----------- ----------- -----------
<S> <C>
Gross revenue $ 0 $ 1,122,067 $ 2,527,538 $ 2,507,285
Equity in earnings of unconsolidated
joint ventures 0 448 36,362 51,823
Profit from sale of properties
(Note 4) 0 0 0 0
Interest income 0 459,899 41,407 22,199
Less: Operating expenses 0 (74,006) (132,991) (201,129)
Interest expense 0 0 0 0
Depreciation and amortization 0 (117,848) (335,444) (343,363)
Minority interest in loss
(income) of consolidated
joint venture 0 (20,558) (43,323) (43,040)
------------ ------------ ------------ ------------
Net income - GAAP basis 0 1,370,002 2,093,549 1,993,775
============ ============ ============ ============
Taxable income
- from operations 0 1,268,799 1,983,848 1,842,653
============ ============ ============ ============
- from gain on sale 0 0 0 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 6) 0 1,520,757 2,356,888 2,248,777
Cash generated from sales 0 0 0 0
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 1,520,757 2,356,888 2,248,777
Less: Cash distributions to investors
(Note 7)
- from operating cash flow 0 (1,370,974) (2,286,701) (2,248,777)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 0 0 (51,606)
------------ ----------- ------------ ------------
Cash generated (deficiency) after cash
distributions 0 149,783 70,187 (51,606)
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 24,010 24,976,000 0 0
General partners' capital
contributions 1,000 0 0 45,000
Withdrawal of original limited
partner 0 (10) 0 0
Organization costs 0 (10,000) 0 0
Syndication costs 0 (2,358,755) 0 0
Lease costs 0 0 0 (21,660)
Acquisition of land and buildings 0 (15,843,161) (2,129,325) (47,605)
Loan to tenant 0 0 0 (28,512)
Collections on mortgage note
receivable (Note 4) 0 0 0 0
Collections on note receivable 0 0 0 9,206
Investment in direct financing leases 0 (4,124,100) (38,042) 0
Investment in joint ventures 0 (21,292) (132,376) 0
Investment of tenant security deposit 0 (15,000) 0 0
Proceeds from certificate of deposit 0 0 15,000 0
Proceeds from sale of portion of land
for right of way purposes 0 0 0 0
Proceeds from sale of joint venture
interest 0 0 365,000 0
Increase in other assets (64) (95,773) 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund V, Ltd. by
related parties 0 (599,934) (4,792) 0
Distributions to holder of minority
interest 0 (23,319) (49,169) (29,086)
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 24,946 2,034,439 (1,903,517) (124,263)
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 61 79 73
=========== ============ ============ ============
- from recapture 0 0 0 0
=========== ============ ============ ============
Capital gain (loss) 0 0 0 0
=========== ============ ============ ============
</TABLE>
C-30
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
----------- ----------- ----------- -----------
<S> <C>
Gross revenue $ 2,405,496 $ 2,347,566 $ 2,292,921 $ 2,200,192
Equity in earnings of unconsolidated
joint ventures 49,839 45,711 47,219 47,018
Profit from sale of properties
(Note 4) 0 0 0 5,924
Interest income 15,127 10,650 7,564 55,785
Less: Operating expenses (153,618) (281,407) (208,805) (243,187)
Interest expense 0 0 0 0
Depreciation and amortization (345,847) (345,485) (403,147) (397,735)
Minority interest in loss
(income) of consolidated
joint venture 4,434 17,859 7,277 11,823
----------- ----------- ----------- -----------
Net income - GAAP basis 1,975,431 1,794,894 1,743,029 1,679,820
=========== =========== =========== ===========
Taxable income
- from operations 1,922,820 1,733,453 1,746,181 1,514,341
=========== =========== =========== ===========
- from gain on sale 0 0 0 5,855
=========== =========== =========== ===========
Cash generated from operations
(Notes 2 and 6) 2,354,590 2,215,658 2,177,079 2,142,918
Cash generated from sales 0 0 0 0
Cash generated from refinancing 0 0 0 0
----------- ----------- ----------- -----------
Cash generated from operations, sales
and refinancing 2,354,590 2,215,658 2,177,079 2,142,918
Less: Cash distributions to investors
(Note 7)
- from operating cash flow (2,300,053) (1,735,129) (2,177,079) (2,142,918)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 0 (122,921) (157,082)
----------- ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions 54,537 480,529 (122,921) (157,082)
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 0 0 0
General partners' capital
contributions 0 0 0 31,500
Withdrawal of original limited
partner 0 0 0 0
Organization costs 0 0 0 0
Syndication costs 0 0 0 0
Lease costs 0 0 0 0
Acquisition of land and buildings 0 0 0 0
Loan to tenant 0 0 0 0
Collections on mortgage note
receivable (Note 4) 0 0 0 11,409
Collections on note receivable 19,306 0 0 0
Investment in direct financing leases 0 0 0 0
Investment in joint ventures 0 0 0 0
Investment of tenant security deposit 0 0 0 0
Proceeds from certificate of deposit 0 0 0 0
Proceeds from sale of portion of land
for right of way purposes 0 0 0 7,625
Proceeds from sale of joint venture
interest 0 0 0 0
Increase in other assets 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund V, Ltd. by
related parties 0 0 0 0
Distributions to holder of minority
interest (26,731) (10,725) 0 0
----------- ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions and special items 47,112 469,804 (122,921) (106,548)
=========== =========== =========== ===========
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 76 69 69 60
=========== =========== =========== ===========
- from recapture 0 0 0 0
=========== =========== =========== ===========
Capital gain (loss) 0 0 0 0
=========== =========== =========== ===========
</TABLE>
C-31
<PAGE>
TABLE III - CNL INCOME FUND V, LTD. (continued)
<TABLE>
<CAPTION>
1988
(Note 1) 1989 1990 1991 1992 1993 1994 1995
--- --- --- --- --- --- --- ---
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 66 83 79 78 69 69 66
- from capital gain 0 0 0 0 0 0 0 0
- from investment income from prior
period 0 0 0 0 0 0 2 0
- from return of capital (Note 3) 0 0 8 13 14 0 21 26
--- --- --- --- --- --- --- ---
Total distributions on GAAP basis
(Note 7) 0 66 91 92 92 69 92 92
=== === === === === === === ===
Source (on cash basis)
- from sales 0 0 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0 0 0
- from operations 0 66 91 90 92 69 87 86
- from cash flow from prior
period 0 0 0 2 0 0 5 6
--- --- --- --- --- --- --- ---
Total distributions on cash basis
(Note 7) 0 66 91 92 92 69 92 92
=== === === === === === === ===
Total cumulative cash distributions
per $1,000 investment from inception 0 66 157 249 341 410 502 594
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 4) N/A 100% 100% 100% 100% 100% 100% 95%
</TABLE>
Note 1: The registration statement relating to the offering of units by
CNL Income Fund V, Ltd. became effective on December 16, 1988.
Activities through February 1, 1989, were devoted to organization of
the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid for
expenses, plus interest received.
Note 3: Cash distributions presented above as a return of capital on a
GAAP basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income
includes deductions for depreciation and amortization expense and
income from certain non-cash items. This amount is not required to be
presented as a return of capital except for purposes of this table,
and CNL Income Fund V, Ltd. has not treated this amount as a return
of capital for any other purpose.
Note 4: In August 1995, CNL Income Fund V, Ltd. sold one of its properties
to the tenant and in connection therewith accepted a promissory note
in the principal sum of $1,040,000, collateralized by a mortgage on
the property. The note bears interest at a rate of 10.25% per annum
and is being collected in 59 equal monthly installments of $9,319,
with a balloon payment of $1,006,004 due in July 2000. In accordance
with generally accepted accounting principles, the partnership
recorded the sale using the installment method; therefore, the gain
on sale of the property was deferred and is being recognized as
income proportionately as payments under the mortgage note are
collected. The partnership recognized a gain of $1,571 for financial
reporting purposes for the year ended December 31, 1995, and had a
deferred gain of $141,641 at December 31, 1995. The general partners
anticipate that payments collected under the mortgage note will be
reinvested in additional properties or used for other partnership
purposes.
Note 5: The corporate general partner of CNL Income Fund V, Ltd.
contributed $45,000 and $31,500 during the years ended December 31,
1991 and 1995, respectively.
Note 6: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund V, Ltd.
Note 7: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of each
quarter and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-32
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND VI, LTD.
<TABLE>
<CAPTION>
1988
(Note 1) 1989 1990 1991
------------ ------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 83,266 $ 2,760,167 $ 3,378,012
Equity in earnings of unconsolidated
joint ventures 0 0 12,246 41,607
Profit (Loss) from sale of properties 0 0 0 0
Interest income 0 527,128 417,935 43,401
Less: Operating expenses 0 (33,611) (144,999) (234,452)
Interest expense 0 0 0 0
Depreciation and amortization 0 (14,823) (405,738) (508,761)
Minority interest in income of
consolidated joint venture 0 0 (13,116) (17,873)
------------ ------------ ------------ ------------
Net income - GAAP basis 0 561,960 2,626,495 2,701,934
============ ============ ============ ============
Taxable income
- from operations 0 559,399 2,490,985 2,495,354
============ ============ ============ ============
- from gain on sale (Note 4) 0 0 0 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 5) 0 575,380 2,931,535 3,198,715
Cash generated from sales (Note 4) 0 0 0 0
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 575,380 2,931,535 3,198,715
Less: Cash distributions to investors
(Note 6)
- from operating cash flow 0 (567,092) (2,876,824) (3,150,375)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 0 8,288 54,711 48,340
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 10 33,833,625 1,166,375 0
General partners' capital
contributions 1,000 0 0 0
Withdrawal of original limited
partner 0 (10) 0 0
Organization costs 0 (10,000) 0 0
Syndication costs 0 (3,105,276) (136,045) 0
Acquisition of land and buildings 0 (12,005,638) (13,096,593) (601,145)
Investment in direct financing
leases 0 (810,522) (2,836,022) (829)
Investment in joint ventures 0 0 (322,916) (150,378)
Proceeds from transfer of joint
venture interest 0 0 0 21,000
Lease costs 0 0 0 (14,200)
Loan to tenant 0 0 (200,920) 0
Collections on loan to tenant 0 0 0 200,920
Collections on mortgage note
receivable 0 0 0 0
Decrease(increase) in other assets (72) (1,044,052) 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund VI, Ltd. by
related parties 0 (773,705) (92,589) (23,408)
Distributions to holder of minority
interest 0 0 (16,590) (21,959)
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 938 16,092,710 (15,480,589) (541,659)
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 32 71 71
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) (Note 4) 0 0 0 0
============ ============ ============ ============
</TABLE>
C-34
<PAGE>
<TABLE>
<CAPTION>
1992 1993 1994 1995
------------- ----------- ----------- -----------
<S> <C>
Gross revenue $ 3,552,597 $ 3,595,729 $ 3,394,257 $ 3,331,584
Equity in earnings of unconsolidated
joint ventures 42,537 44,350 70,499 83,483
Profit (Loss) from sale of properties 0 0 332,664 95,913
Interest income 17,257 15,548 24,933 43,352
Less: Operating expenses (190,190) (163,373) (196,287) (182,432)
Interest expense 0 0 0 0
Depreciation and amortization (516,527) (516,717) (510,246) (490,386)
Minority interest in income of
consolidated joint venture (19,172) (19,845) (20,792) (20,133)
----------- ----------- ----------- -----------
Net income - GAAP basis 2,886,502 2,955,692 3,095,028 2,861,381
=========== =========== =========== ===========
Taxable income
- from operations 2,601,278 2,732,663 2,724,815 2,566,953
=========== =========== =========== ===========
- from gain on sale (Note 4) 0 0 0 92,999
=========== =========== =========== ===========
Cash generated from operations
(Notes 2 and 5) 3,203,357 3,194,686 3,253,674 3,222,430
Cash generated from sales (Note 4) 0 0 1,429,481 899,503
Cash generated from refinancing 0 0 0 0
----------- ----------- ----------- -----------
Cash generated from operations, sales
and refinancing 3,203,357 3,194,686 4,683,155 4,121,933
Less: Cash distributions to investors
(Note 6)
- from operating cash flow (3,150,252) (2,382,184) (3,150,000) (3,150,000)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 0 0 0
----------- ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions 53,105 812,502 1,533,155 971,933
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 0 0 0
General partners' capital
contributions 0 0 0 0
Withdrawal of original limited
partner 0 0 0 0
Organization costs 0 0 0 0
Syndication costs 0 0 0 0
Acquisition of land and buildings (26,500) 0 (980,904) (25,646)
Investment in direct financing
leases 0 0 0 (723,237)
Investment in joint ventures (6,171) 0 (455,146) 0
Proceeds from transfer of joint
venture interest 0 0 0 0
Lease costs (4,800) (3,600) (1,500) (3,300)
Loan to tenant 0 0 0 0
Collections on loan to tenant 0 0 0 0
Collections on mortgage note
receivable 0 0 0 2,967
Decrease(increase) in other assets 4,067 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund VI, Ltd. by
related parties 0 0 0 (1,375)
Distributions to holder of minority
interest (23,229) (23,821) (22,077) (26,824)
----------- ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions and special items (3,528) 785,081 73,528 194,518
=========== =========== =========== ===========
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 74 77 77 73
=========== =========== =========== ===========
- from recapture 0 0 0 0
=========== =========== =========== ===========
Capital gain (loss) (Note 4) 0 0 0 3
=========== =========== =========== ===========
</TABLE>
C-35
<PAGE>
TABLE III - CNL INCOME FUND VI, LTD. (continued)
<TABLE>
<CAPTION>
1988
(Note 1) 1989 1990 1991 1992 1993 1994 1995
------- --- --- --- --- --- --- ---
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 32 74 76 82 68 78 78
- from capital gain 0 0 0 0 0 0 10 3
- from investment income from prior
period 0 0 0 0 0 0 2 9
- from return of capital (Note 3) 0 0 8 14 8 0 0 0
--- --- --- --- --- --- --- ---
Total distributions on GAAP basis
(Note 6) 0 32 82 90 90 68 90 90
=== === === === === === === ===
Source (on cash basis)
- from operations 0 32 82 90 90 68 90 90
- from sale of partnership interests 0 0 0 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0 0 0 0
--- --- --- --- --- --- --- ---
Total distributions on cash basis (Note 6) 0 32 82 90 90 68 90 90
=== === === === === === === ===
Total cumulative cash distributions per
$1,000 investment from inception 0 32 114 204 294 362 452 542
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 4) N/A 100% 100% 100% 100% 100% 100% 100%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, CNL Income Fund VI, Ltd. ("CNL
VI") and CNL Income Fund V, Ltd. each registered for sale $25,000,000
units of limited partnership interest ("Units"). The offering of
Units of CNL Income Fund V, Ltd. commenced December 16, 1988.
Pursuant to the registration statement, CNL VI's offering of Units
could not commence until the offering of Units of CNL Income Fund V,
Ltd. was terminated. CNL Income Fund V, Ltd. terminated its offering
of Units on June 7, 1989, at which time the maximum offering proceeds
of $25,000,000 had been received. Upon the termination of the
offering of Units of CNL Income Fund V, Ltd., CNL VI commenced its
offering of Units. Activities through June 22, 1989, were devoted to
organization of the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid for
expenses, plus interest received.
Note 3: Cash distributions presented above as a return of capital on a
GAAP basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income
includes deductions for depreciation and amortization expense and
income from certain non-cash items. This amount is not required to be
presented as a return of capital except for purposes of this table,
and CNL Income Fund VI, Ltd. has not treated this amount as a return
of capital for any other purpose.
Note 4: During the year ended December 31, 1994, the partnership sold two
of its properties and received net proceeds of $1,429,481. The sale
of these properties was structured to qualify as like-kind exchange
transactions in accordance with Section 1031 of the Internal Revenue
Code. As a result, no gain or loss was recognized for federal income
tax purposes. Subsequent to the sale of these properties, the
partnership reinvested the sales proceeds in two additional
properties. In June 1995, CNL Income Fund VI, Ltd. sold a property
and received net sales proceeds of $899,503. In August 1995, the
partnership reinvested $724,612 in an additional property. In
addition, in January 1996, the partnership reinvested the remaining
net sales proceeds in an additional property as tenants-in-common
with affiliates of the general partners.
Note 5: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund VI, Ltd.
Note 6: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of each
quarter and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-36
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND VII, LTD.
<TABLE>
<CAPTION>
1989
(Note 1) 1990 1991 1992 1993 1994 1995
---------- ------------ ------------ -------- ----------- ----------- -----------
<S> <C>
Gross revenue $ 0 $ 1,107,671 $ 2,922,456 $ 2,827,336 $ 2,837,025 $ 2,764,901 $ 2,502,152
Equity in earnings of unconsolidated
joint ventures 0 21,785 57,994 115,763 115,908 142,974 154,937
Profit (Loss) from sale of properties
(Note 6) 0 0 0 110,344 0 77,379 (5,135)
Interest income 0 352,475 87,982 33,395 19,348 28,254 78,522
Less: Operating expenses 0 (71,687) (151,806) (149,202) (157,425) (139,845) (225,784)
Interest expense 0 0 0 0 0 0 0
Depreciation and amortization 0 (171,276) (369,363) (365,245) (362,070) (351,565) (329,350)
Other (Note 7) 0 0 0 0 0 0 (174,466)
Minority interest in income of
consolidated joint venture 0 (8,113) (18,999) (19,338) (18,876) (18,798) (18,728)
------------ ----------- ------------ ------------ ----------- ----------- -----------
Net income - GAAP basis 0 1,230,855 2,528,264 2,553,053 2,433,910 2,503,300 1,982,148
============ ============ ============ ============ =========== =========== ===========
Taxable income
- from operations 0 1,187,723 2,395,751 2,286,276 2,269,497 2,283,272 2,171,377
============ ============ ============ ============ =========== =========== ===========
- from gain on sale (Notes 4 and 5) 0 0 0 65,924 0 45,612 (179,648)
============ ============ ============ ============ =========== =========== ===========
Cash generated from operations
(Notes 2 and 8) 0 1,387,548 2,767,626 2,683,316 2,661,182 2,734,382 2,484,538
Cash generated from sales (Notes 4
and 5) 0 0 0 700,000 0 869,036 0
Cash generated from refinancing 0 0 0 0 0 0 0
------------ ----------- ------------ ------------ ----------- ----------- -----------
Cash generated from operations, sales
and refinancing 0 1,387,548 2,767,626 3,383,316 2,661,182 3,603,418 2,484,538
Less: Cash distributions to investors
(Note 9)
- from operating cash flow 0 (1,255,979) (2,640,400) (2,683,316) (2,046,235) (2,700,002) (2,484,538)
- from sale of properties 0 0 0 0 0 0 0
- from cash flow from prior period 0 0 0 (16,688) 0 0 (275,464)
------------ ----------- ------------ ------------ ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions 0 131,569 127,226 683,312 614,947 903,416 (275,464)
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 30,000,000 0 0 0 0 0
General partners' capital
contributions 1,000 0 0 0 0 0 0
Organization costs 0 (10,000) 0 0 0 0 0
Syndication costs 0 (2,695,286) 445 0 0 0 0
Acquisition of land and buildings 0 (18,596,877) 1,219,126 (284,264) (4,678) (397,536) 0
Collections on mortgage notes
receivable (Note 6) 0 0 0 0 0 0 12,725
Investment in direct financing leases 0 (4,758,884) 0 (338,216) 0 0 0
Investment in joint ventures 0 (365,168) (1,115,881) (53,542) (48) (425,887) 0
Return of capital from joint ventures 0 0 0 0 0 0 0
Increase in other assets (76) (244,822) 0 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund VII, Ltd. by
related parties 0 (853,348) (8,665) (117) 0 0 0
Distributions to holder of minority
interest 0 (8,246) (18,940) (19,221) (19,092) (20,464) (17,240)
Other 0 0 1,522 0 0 0 0
------------ ----------- ------------ ------------ ----------- ----------- -----------
Cash generated (deficiency) after cash
distributions and special items 924 2,598,938 (2,233,419) (12,048) 591,129 59,529 (279,979)
============ ============ ============ ============ =========== =========== ===========
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 51 79 75 75 75 72
============ ============ ============ ============ =========== =========== ===========
- from recapture 0 0 0 0 0 0 0
============ ============ ============ ============ =========== =========== ===========
Capital gain (loss) (Notes 4 and 5) 0 0 0 2 0 2 (6)
============ ============ ============ ============ =========== =========== ===========
</TABLE>
C-38
<PAGE>
TABLE III - CNL INCOME FUND VII, LTD. (continued)
<TABLE>
<CAPTION>
1989
(Note 1) 1990 1991 1992 1993 1994 1995
------- --- --- --- --- --- ---
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 52 83 81 68 80 65
- from capital gain 0 0 0 4 0 3 0
- from investment income from
prior period 0 0 0 0 0 7 5
- from return of capital (Note 3) 0 2 5 5 0 0 22
--- --- --- --- --- --- ---
Total distributions on GAAP basis
(Note 9) 0 54 88 90 68 90 92
=== === === === === === ===
Source (on cash basis)
- from sales 0 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0 0
- from operations 0 54 88 89 68 90 83
- from cash flow from prior period 0 0 0 1 0 0 9
--- --- --- --- --- --- ---
Total distributions on cash basis
(Note 9) 0 54 88 90 68 90 92
=== === === === === === ===
Total cumulative cash distributions
per $1,000 investment from inception 0 54 142 232 300 390 482
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Notes 4, 5 and 6) N/A 100% 100% 100% 100% 100% 94%
</TABLE>
Note 1: The registration statement relating to the offering of units by
CNL Income Fund VII, Ltd. became effective on January 30, 1990.
Activities through March 8, 1990, were devoted to organization of the
partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid for
expenses, plus interest received.
Note 3: Cash distributions presented above as a return of capital on a
GAAP basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income
includes deductions for depreciation and amortization expense and
income from certain non-cash items. This amount is not required to be
presented as a return of capital except for purposes of this table,
and CNL Income Fund VII, Ltd. has not treated this amount as a return
of capital for any other purpose.
Note 4: On May 19, 1992, one of the partnership's properties was taken by
the State Department of Transportation as a result of condemnation
proceedings, and the partnership received condemnation proceeds of
$700,000. Since this property was held by the partnership for less
than two years and was involuntarily taken in condemnation
proceedings, the partnership has elected to defer a portion of the
gain from the sale for tax purposes and reinvest a majority of the
proceeds in other restaurant properties.
Note 5: In May 1994, the partnership sold one of its properties and
received net sales proceeds of $869,036. Subsequent to the sale of
this property, the partnership used the net sales proceeds to
reinvest in two additional properties or for other partnership
purposes.
Note 6: In August 1995, CNL Income Fund VII, Ltd. sold one of its
properties to the tenant and in connection therewith accepted a
promissory note in the principal sum of $1,160,000, collateralized by
a mortgage on the property. The note bears interest at a rate of
10.25% per annum and is being collected in 59 equal monthly
installments of $10,395, with a balloon payment of $1,106,657 due in
July 2000. In accordance with generally accepted accounting
principles, the partnership recorded the sale using the installment
method; therefore, the gain on sale of the property was deferred and
is being recognized as income proportionately as payments under the
mortgage note are being collected. The partnership recognized a gain
of $1,421 for financial reporting purposes for the year ended
December 31, 1995, and had a deferred gain of $128,065 at December
31, 1995. The general partners anticipate that payments collected
under the mortgage note will be reinvested in additional properties
or used for other partnership purposes. In addition, in December
1995, CNL Income Fund VII, Ltd. sold one of its properties to the
subtenant of the property and in connection therewith accepted a
promissory note in the principal sum of $240,000, collateralized by a
mortgage on the property. The note bears interest at a rate of 10%
per annum and is being collected in 119 equal installments of $2,106,
with a balloon payment of $218,252 due December 2005. Proceeds
received from payments collected under the mortgage note are expected
to be distributed to the limited partners or used for other
partnership purposes.
Note 7: During the year ended December 31, 1995, the building located on
one of the partnership's properties was demolished. As a result, the
undepreciated cost of the building was charged to income for
financial reporting purposes.
C-40
<PAGE>
Note 8: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund VII, Ltd.
Note 9: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of each
quarter and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-41
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND VIII, LTD.
<TABLE>
<CAPTION>
1989
(Note 1) 1990 1991 1992
------------ ------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 262,113 $ 2,719,978 $ 3,346,555
Equity in earnings of unconsolidated
joint ventures 0 0 103,195 241,148
Profit (Loss) from sale of properties 0 0 7,047 0
Interest income 0 40,345 321,312 33,477
Less: Operating expenses 0 (18,274) (151,188) (156,144)
Interest expense 0 0 0 0
Depreciation and amortization 0 (42,458) (182,535) (226,377)
Minority interest in income of
consolidated joint venture 0 0 (10,168) (14,362)
------------ ------------ ------------ ------------
Net income - GAAP basis 0 241,726 2,807,641 3,224,297
============ ============ ============ ============
Taxable income
- from operations 0 238,870 2,470,765 2,750,886
============ ============ ============ ============
- from gain (loss) on sale 0 0 6,517 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 7) 0 280,920 2,842,932 3,219,203
Cash generated from sales (Notes 4
and 5) 0 0 347,987 0
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 280,920 3,190,919 3,219,203
Less: Cash distributions to investors
(Note 8)
- from operating cash flow 0 (266,364) (2,573,695) (3,127,143)
- from sale of properties 0 0 0 0
- from cash flow from prior period 0 0 0 0
- from other 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 0 14,556 617,224 92,060
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 21,343,892 13,656,108 0
General partners' capital
contributions 1,000 0 0 0
Organization costs 0 (10,000) 0 0
Syndication costs 0 (1,880,317) (1,165,045) 0
Acquisition of land and buildings 0 (11,468,731) (3,899,575) (1,119,387)
Investment in direct financing
leases 0 (2,053,171) (9,101,514) (1,344)
Investment in joint ventures 0 0 (3,008,634) (13)
Return of capital from joint
ventures 0 0 0 0
Increase in other assets (76) (380,641) 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund VIII, Ltd. by
related parties 0 (1,018,263) (69,490) (3,072)
Distributions to holder of minority
interest 0 0 (9,074) (12,594)
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 924 4,547,325 (2,980,000) (1,044,350)
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 20 73 78
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) 0 0 0 0
============ ============ ============ ============
</TABLE>
C-42
<PAGE>
<TABLE>
<CAPTION>
1993 1994 1995
----------- ----------- -----------
<S> <C>
Gross revenue $ 3,418,241 $ 3,406,108 $ 3,368,201
Equity in earnings of unconsolidated
joint ventures 246,027 245,933 244,933
Profit (Loss) from sale of properties 0 0 59,926
Interest income 24,283 32,273 68,145
Less: Operating expenses (157,387) (142,979) (172,732)
Interest expense 0 0 0
Depreciation and amortization (209,123) (218,961) (217,576)
Minority interest in income of
consolidated joint venture (14,247) (14,107) (14,142)
----------- ----------- -----------
Net income - GAAP basis 3,307,794 3,308,267 3,336,755
=========== =========== ===========
Taxable income
- from operations 2,718,665 2,890,736 3,096,286
=========== =========== ===========
- from gain (loss) on sale 0 0 (101,622)
=========== =========== ===========
Cash generated from operations
(Notes 2 and 7) 3,201,761 3,412,889 3,263,685
Cash generated from sales (Notes 4
and 5) 0 0 1,184,865
Cash generated from refinancing 0 0 0
----------- ----------- -----------
Cash generated from operations, sales
and refinancing 3,201,761 3,412,889 4,448,550
Less: Cash distributions to investors
(Note 8)
- from operating cash flow (2,384,934) (3,150,000) (3,263,685)
- from sale of properties 0 0 0
- from cash flow from prior period 0 0 (43,817)
- from other 0 0 0
----------- ----------- -----------
Cash generated (deficiency) after cash
distributions and special items 816,827 262,889 1,141,048
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 0 0
General partners' capital
contributions 0 0 0
Organization costs 0 0 0
Syndication costs 0 0 0
Acquisition of land and buildings 0 0 (397,291)
Investment in direct financing
leases (136,464) 0 (550,911)
Investment in joint ventures 0 0 0
Return of capital from joint
ventures 495 0 0
Increase in other assets 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund VIII, Ltd. by
related parties (1,925) 0 0
Distributions to holder of minority
interest (12,614) (13,562) (11,526)
----------- ----------- -----------
Cash generated (deficiency) after cash
distributions and special items 666,319 249,327 181,320
=========== =========== ===========
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 77 82 88
=========== =========== ===========
- from recapture 0 0 0
=========== =========== ===========
Capital gain (loss) 0 0 (3)
=========== =========== ===========
</TABLE>
C-43
<PAGE>
TABLE III - CNL INCOME FUND VIII, LTD. (continued)
<TABLE>
<CAPTION>
1989
(Note 1) 1990 1991 1992 1993 1994 1995
--- --- --- --- --- --- ---
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 20 76 89 68 90 93
- from capital gain 0 0 0 0 0 0 2
- from investment income from prior
period 0 0 0 0 0 0 0
- from return of capital (Note 3) 0 2 0 0 0 0 0
--- --- --- --- --- --- ---
Total distributions on GAAP basis
(Note 8) 0 22 76 89 68 90 95
=== === === === === === ===
Source (on cash basis)
- from sales 0 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0 0
- from operations 0 22 76 89 68 90 93
- from cash flow from prior period 0 0 0 0 0 0 2
- from other 0 0 0 0 0 0 0
--- --- --- --- --- --- ---
Total distributions on cash basis
(Note 8) 0 22 76 89 68 90 95
=== === === === === === ===
Total cumulative cash distributions
per $1,000 investment from inception 0 22 98 187 255 345 440
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Notes 4, 5 and 6) N/A 100% 100% 100% 100% 100% 98%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, CNL Income Fund VIII, Ltd. ("CNL
VIII") and CNL Income Fund VII, Ltd. each registered for sale
$30,000,000 units of limited partnership interests ("Units"). The
offering of Units of CNL Income Fund VII, Ltd. commenced January 30,
1990. Pursuant to the registration statement, CNL VIII's offering of
Units could not commence until the offering of Units of CNL Income
Fund VII, Ltd. was terminated. CNL Income Fund VII, Ltd. terminated
its offering of Units on August 1, 1990, at which time the maximum
offering proceeds of $30,000,000 had been received. Upon the
termination of the offering of Units of CNL Income Fund VII, Ltd.,
CNL VIII commenced its offering of Units. Activities through August
22, 1990, were devoted to organization of the partnership and
operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid for
expenses, plus interest received.
Note 3: Cash distributions presented as a return of capital on a GAAP
basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income
includes deductions for depreciation and amortization expense and
income from certain non-cash items. This amount is not required to be
presented as a return of capital except for purposes of this table,
and CNL Income Fund VIII, Ltd. has not treated this amount as a
return of capital for any other purpose.
Note 4: During 1991, two properties ceased operations and were sold to
third parties. The net proceeds from the sales were $347,987. The
partnership used the proceeds to renovate one restaurant property and
to make certain additions or improvements to other restaurant
properties.
Note 5: In July 1995, CNL Income Fund VIII, Ltd. sold one of its
properties and received net sales proceeds of $1,184,865. In
September 1995, the partnership reinvested $950,663 of the net sales
proceeds in an additional property. The remaining net sales proceeds
are expected to be used to purchase an additional property or for
other partnership purposes.
Note 6: In December 1995, CNL Income Fund VIII, Ltd. sold two of its
properties to the subtenant of the properties and in connection
therewith accepted two promissory notes in the principal sums
totalling $460,000, collateralized by mortgages on the properties.
The notes bear interest at a rate of 10% per annum and are being
collected in 119 equal installments totalling $4,037, with balloon
payments totalling $418,576 due December 2005. Proceeds received from
payments collected under the mortgage notes are expected to be
distributed to the limited partners or used for other partnership
purposes.
Note 7: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund VIII, Ltd.
C-44
<PAGE>
Note 8: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of each
quarter and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-45
<PAGE>
TABLE III
Operating Results of Prior Programs CNL INCOME
FUND IX, LTD.
<TABLE>
<CAPTION>
1990
(Note 1) 1991 1992
------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 787,718 $ 2,957,084
Equity in earnings of joint ventures 0 52,325 389,625
Profit from sale of properties 0 0 0
Interest income 0 423,913 72,644
Less: Operating expenses 0 (56,243) (158,885)
Interest expense 0 0 0
Depreciation and amortization 0 (77,647) (220,070)
------------ ------------ ------------
Net income - GAAP basis 0 1,130,066 3,040,398
============ ============ ============
Taxable income
- from operations 0 1,136,231 2,682,360
============ ============ ============
- from gain on sale 0 0 0
============ ============ ============
Cash generated from operations
(Notes 2 and 3) 0 1,272,953 3,142,564
Cash generated from sales 0 0 0
Cash generated from refinancing 0 0 0
------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 1,272,953 3,142,564
Less: Cash distributions to investors
(Note 4)
- from operating cash flow 0 (1,119,489) (2,880,517)
- from sale of properties 0 0 0
- from cash flow from prior period 0 0 0
------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 0 153,464 262,047
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 35,000,000 0
General partners' capital
contributions 1,000 0 0
Organization costs 0 (10,000) 0
Syndication costs 0 (3,261,772) 0
Acquisition costs paid by the
partnership on behalf of
related parties 0 (12,942) 0
Reimbursement of acquisition costs
paid by the partnership on behalf
of related parties 0 0 12,942
Acquisition of land and buildings 0 (14,265,241) (1,137,138)
Investment in direct financing
leases 0 (8,680,844) (79,493)
Investment in joint venture 0 (2,768,296) (3,387,844)
Return of capital from joint
ventures 0 0 0
Increase in other assets (78) (285,383) 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund IX, Ltd. by
related parties 0 (1,038,645) (13,269)
------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 922 4,830,341 (4,342,755)
============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 44 76
============ ============ ============
- from recapture 0 0 0
============ ============ ============
Capital gain (loss) 0 0 0
============ ============ ============
</TABLE>
C-46
<PAGE>
<TABLE>
<CAPTION>
1993 1994 1995
------------ ----------- -----------
<S> <C>
Gross revenue $ 3,010,717 $ 2,879,282 $ 2,917,144
Equity in earnings of joint ventures 470,094 456,154 453,794
Profit from sale of properties 0 0 0
Interest income 23,218 26,958 57,209
Less: Operating expenses (167,115) (125,815) (186,693)
Interest expense 0 0 0
Depreciation and amortization (220,052) (232,996) (253,483)
------------ ----------- -----------
Net income - GAAP basis 3,116,862 3,003,583 2,987,971
============ =========== ===========
Taxable income
- from operations 2,587,955 2,818,525 2,581,931
============ =========== ===========
- from gain on sale 0 0 0
============ =========== ===========
Cash generated from operations
(Notes 2 and 3) 3,029,295 3,214,214 3,098,276
Cash generated from sales 0 0 0
Cash generated from refinancing 0 0 0
------------ ----------- -----------
Cash generated from operations, sales
and refinancing 3,029,295 3,214,214 3,098,276
Less: Cash distributions to investors
(Note 4)
- from operating cash flow (2,383,067) (3,150,002) (3,098,276)
- from sale of properties 0 0 0
- from cash flow from prior period 0 0 (51,728)
------------ ----------- -----------
Cash generated (deficiency) after cash
distributions 646,228 64,212 (51,728)
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 0 0
General partners' capital
contributions 0 0 0
Organization costs 0 0 0
Syndication costs 0 0 0
Acquisition costs paid by the
partnership on behalf of
related parties 0 0 0
Reimbursement of acquisition costs
paid by the partnership on behalf
of related parties 0 0 0
Acquisition of land and buildings 0 0 0
Investment in direct financing
leases (30,493) 0 0
Investment in joint venture 0 0 0
Return of capital from joint
ventures 655 0 0
Increase in other assets 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund IX, Ltd. by
related parties 0 0 0
------------ ----------- -----------
Cash generated (deficiency) after cash
distributions and special items 616,390 64,212 (51,728)
============ =========== ===========
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 73 80 73
============ =========== ===========
- from recapture 0 0 0
============ =========== ===========
Capital gain (loss) 0 0 0
============ =========== ===========
</TABLE>
C-47
<PAGE>
TABLE III - CNL INCOME FUND IX, LTD. (continued)
<TABLE>
<CAPTION>
1990
(Note 1) 1991 1992 1993 1994 1995
--- --- --- --- --- ---
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 44 82 68 85 85
- from capital gain 0 0 0 0 0 0
- from investment income from
prior period 0 0 0 0 5 5
--- --- --- --- --- ---
Total distributions on GAAP basis
(Note 4) 0 44 82 68 90 90
=== === === === === ===
Source (on cash basis)
- from sales 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0
- from operations 0 44 82 68 90 89
- from cash flow from prior period 0 0 0 0 0 1
--- --- --- --- --- ---
Total distributions on cash basis
(Note 4) 0 44 82 68 90 90
=== === === === === ===
Total cumulative cash distributions
per $1,000 investment from inception 0 44 126 194 284 374
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) N/A 100% 100% 100% 100% 100%
</TABLE>
Note 1: The registration statement relating to the offering of Units by
CNL Income Fund IX, Ltd. became effective on March 20, 1991.
Activities through April 11, 1991, were devoted to organization of
the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid for
expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund IX, Ltd.
Note 4: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of each
quarter and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-48
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND X, LTD.
<TABLE>
<CAPTION>
1990
(Note 1) 1991 1992 1993 1994 1995
------------ ------------ ------------ ------------ ----------- -----------
<S> <C>
Gross revenue $ 0 $ 80,723 $ 2,985,620 $ 3,729,533 $ 3,710,792 $ 3,544,446
Equity in earnings of unconsolidated
joint venture 0 0 184,425 273,564 271,512 267,799
Profit from sale of properties 0 0 0 0 0 67,214
Interest income 0 77,424 149,051 35,072 46,456 72,600
Less: Operating expenses 0 (7,078) (147,094) (178,294) (138,507) (189,230)
Interest expense 0 0 0 0 0 0
Depreciation and amortization 0 (5,603) (261,058) (215,143) (208,941) (201,696)
Minority interest in income of
consolidated joint venture 0 0 (4,902) (8,159) (8,471) (9,066)
------------ ------------ ------------ ------------ ----------- -----------
Net income - GAAP basis 0 145,466 2,906,042 3,636,573 3,672,841 3,552,067
============ ============ ============ ============ =========== ===========
Taxable income
- from operations 0 187,164 2,652,037 2,936,325 3,212,304 2,956,800
============ ============ ============ ============ =========== ===========
- from gain on sale 0 0 0 0 0 50,819
============ ============ ============ ============ =========== ===========
Cash generated from operations
(Notes 2 and 5) 0 201,406 3,101,618 3,460,906 3,785,493 3,527,362
Cash generated from sales (Note 4) 0 0 0 0 0 1,057,386
Cash generated from refinancing 0 0 0 0 0 0
------------ ------------ ------------ ------------ ----------- -----------
Cash generated from operations, sales
and refinancing 0 201,406 3,101,618 3,460,906 3,785,493 4,584,748
Less: Cash distributions to investors
(Note 6)
- from operating cash flow 0 (163,012) (2,760,446) (2,659,655) (3,500,017) (3,527,362)
- from sale of properties 0 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0 (172,641)
------------ ------------ ------------ ------------ ----------- -----------
Cash generated (deficiency) after cash
distributions 0 38,394 341,172 801,251 285,476 884,745
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 19,972,663 20,027,337 0 0 0
General partners' capital
contributions 1,000 0 0 0 0 0
Organization costs 0 (10,000) 0 0 0 0
Syndication costs 0 (1,942,339) (1,880,824) 0 0 0
Acquisition of land and buildings 0 (7,317,942) (12,095,378) (316) 0 (359,506)
Investment in direct financing
leases 0 (3,024,796) (8,018,153) (46,364) 0 (566,097)
Investment in joint ventures 0 0 (3,687,069) 0 0 0
Return of capital from joint
ventures 0 0 0 0 0 0
Deposit received for sale of land
and building 0 0 0 0 0 69,000
Increase in other assets (78) (482,466) 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund X, Ltd. by
related parties 0 (815,938) (313,196) (544) 0 0
Distributions to holder of minority
interest 0 0 (5,729) (5,543) (7,909) (7,998)
------------ ------------ ------------ ------------ ----------- -----------
Cash generated (deficiency) after cash
distributions and special items 922 6,417,576 (5,631,840) 748,484 277,567 20,144
============ ============ ============ ============ =========== ===========
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 17 70 73 80 73
============ ============ ============ ============ =========== ===========
- from recapture 0 0 0 0 0 0
============ ============ ============ ============ =========== ===========
Capital gain (loss) 0 0 0 0 0 1
============ ============ ============ ============ =========== ===========
</TABLE>
C-50
<PAGE>
TABLE III - CNL INCOME FUND X, LTD. (continued)
<TABLE>
<CAPTION>
1990
(Note 1) 1991 1992 1993 1994 1995
--- --- --- --- --- ---
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 13 73 66 88 87
- from capital gain 0 0 0 0 0 2
- from investment income from
prior period 0 0 0 0 0 4
- from return of capital (Note 3) 0 2 0 0 0 0
--- --- --- --- --- ---
Total distributions on GAAP basis
(Note 6) 0 15 73 66 88 93
=== === === === === ===
Source (on cash basis)
- from sales 0 0 0 0 0 0
- from refinancing 0 0 0 0 0 0
- from operations 0 15 73 66 88 88
- from cash flow from prior
period 0 0 0 0 0 5
--- --- --- --- --- ---
Total distributions on cash basis
(Note 6) 0 15 73 66 88 93
=== === === === === ===
Total cumulative cash distributions
per $1,000 investment from inception 0 15 88 154 242 335
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) (Note 4) N/A 100% 100% 100% 100% 99%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, CNL Income Fund X, Ltd. ("CNL X")
and CNL Income Fund IX, Ltd. each registered for sale $35,000,000
units of limited partnership interests ("Units"). The offering of
Units of CNL Income Fund IX, Ltd. commenced March 20, 1991. Pursuant
to the registration statement, CNL X's offering of Units could not
commence until the offering of Units of CNL Income Fund IX, Ltd. was
terminated. CNL Income Fund IX, Ltd. terminated its offering of Units
on September 6, 1991, at which time the maximum offering proceeds of
$35,000,000 had been received. Upon the termination of the offering
of Units of CNL Income Fund IX, Ltd., CNL X commenced its offering of
Units. Activities through September 24, 1991, were devoted to
organization of the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid for
expenses, plus interest received.
Note 3: Cash distributions presented above as a return of capital on a
GAAP basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income
includes deductions for depreciation and amortization expense and
income from certain non-cash items. This amount is not required to be
presented as a return of capital except for purposes of this table,
and CNL Income Fund X, Ltd. has not treated this amount as a return
of capital for any other purpose.
Note 4: In August 1995, CNL Income Fund X, Ltd. sold one of its properties
and received net sales proceeds of $1,050,186. In September 1995, the
partnership reinvested $928,122 in an additional property. In
addition, in January 1996, the partnership reinvested the remaining
net sales proceeds in an additional property as tenants-in-common
with affiliates of the general partners.
Note 5: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund X, Ltd.
Note 6: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of each
quarter and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-52
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND XI, LTD.
<TABLE>
<CAPTION>
1991
(Note 1) 1992 1993 1994 1995
------------ ------------ ------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 1,269,086 $ 3,831,648 $ 3,852,107 $ 3,820,990
Equity in earnings of unconsolidated
joint ventures 0 33,367 121,059 119,370 118,384
Profit from sale of properties 0 0 0 0 0
Interest income 0 150,535 24,258 30,894 51,192
Less: Operating expenses 0 (63,390) (206,987) (179,717) (237,126)
Interest expense 0 0 0 0 0
Depreciation and amortization 0 (180,631) (469,127) (481,226) (481,226)
Minority interests in income of
consolidated joint ventures 0 (23,529) (68,399) (68,936) (70,038)
------------ ------------ ------------ ------------ ------------
Net income - GAAP basis 0 1,185,438 3,232,452 3,272,492 3,202,176
============ ============ ============ ============ ============
Taxable income
- from operations 0 1,295,104 2,855,026 2,947,445 2,985,221
============ ============ ============ ============ ============
- from gain on sale 0 0 0 0 0
============ ============ ============ ============ ============
Cash generated from operations
(Notes 2 and 4) 0 1,495,225 3,355,586 3,497,941 3,652,185
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
------------ ------------ ------------ ------------ -----------
Cash generated from operations, sales
and refinancing 0 1,495,225 3,355,586 3,497,941 3,652,185
Less: Cash distributions to investors
(Note 5)
- from operating cash flow 0 (1,205,030) (2,495,002) (3,400,001) (3,500,023)
- from sale of properties 0 0 0 0 0
- from cash flow from prior period 0 0 0 0 0
------------ ------------ ------------ ------------ -----------
Cash generated (deficiency) after cash
distributions 0 290,195 860,584 97,940 152,162
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 40,000,000 0 0 0
General partners' capital
contributions 1,000 0 0 0 0
Minority interests' capital
contributions 0 426,367 0 0 0
Organization costs 0 (10,000) 0 0 0
Syndication costs 0 (3,922,875) 0 0 0
Acquisition of land and buildings 0 (26,428,556) (276,157) 0 0
Investment in direct financing
leases 0 (6,716,561) (276,206) 0 0
Investment in joint ventures 0 (1,658,925) (772) 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund XI, Ltd. by
related parties 0 (1,011,487) (900) 0 0
Increase in other assets 0 (122,024) 0 0 0
Distributions to holders of minority
interests 0 (17,467) (51,562) (57,641) (54,227)
------------ ------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 1,000 828,667 254,987 40,299 97,935
============ ============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 45 71 73 74
============ ============ ============ ============ ============
- from recapture 0 0 0 0 0
============ ============ ============ ============ ============
Capital gain (loss) 0 0 0 0 0
============ ============ ============ ============ ============
</TABLE>
C-54
<PAGE>
TABLE III - CNL INCOME FUND XI, LTD. (continued)
<TABLE>
<CAPTION>
1991
(Note 1) 1992 1993 1994 1995
--- --- --- --- -----
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 41 62 81 79
- from capital gain 0 0 0 0 0
- from investment income from
prior period 0 0 0 4 9
- from return of capital (Note 3) 0 1 0 0 0
--- --- --- --- ---
Total distributions on GAAP basis
(Note 5) 0 42 62 85 88
=== === === === ===
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 0 42 62 85 88
- from cash flow from prior
period 0 0 0 0 0
--- --- --- --- ---
Total distributions on cash basis
(Note 5) 0 42 62 85 88
=== === === === ====
Total cumulative cash distributions
per $1,000 investment from inception 0 42 104 189 277
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) N/A 100% 100% 100% 100%
</TABLE>
Note 1: The registration statement relating to the offering of Units by
CNL Income Fund XI, Ltd. became effective on March 12, 1992.
Activities through April 22, 1992, were devoted to organization of
the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid for
expenses, plus interest received.
Note 3: Cash distributions presented above as a return of capital on a
GAAP basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income
includes deductions for depreciation and amortization expense and
income from certain non-cash items. This amount is not required to be
presented as a return of capital except for purposes of this table,
and CNL Income Fund XI, Ltd. has not treated this amount as a return
of capital for any other purpose.
Note 4: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund XI, Ltd.
Note 5: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of each
quarter and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-56
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND XII, LTD.
<TABLE>
<CAPTION>
1991
(Note 1) 1992 1993 1994 1995
------------ ------------ ------------ ------------ -----------
<S> <C>
Gross revenue $ 0 $ 25,133 $ 3,374,640 $ 4,397,881 $ 4,404,792
Equity in earnings of joint ventures 0 46 49,604 85,252 81,582
Profit from sale of properties 0 0 0 0 0
Interest income 0 45,228 190,082 65,447 84,197
Less: Operating expenses 0 (7,211) (193,804) (192,951) (228,404)
Interest expense 0 0 0 0 0
Depreciation and amortization 0 (3,997) (286,293) (327,795) (327,795)
------------ ------------ ------------ ------------ ------------
Net income - GAAP basis 0 59,199 3,134,229 4,027,834 4,014,372
============ ============ ============ ============ ============
Taxable income
- from operations 0 58,543 2,749,072 3,301,005 3,262,046
============ ============ ============ ============ ===========
- from gain on sale 0 0 0 0 0
============ ============ ============ ============ ===========
Cash generated from operations
(Notes 2 and 5) 0 61,370 3,246,760 3,848,962 3,819,362
Cash generated from sales 0 0 0 0 0
Cash generated from refinancing 0 0 0 0 0
------------ ------------ ------------ ------------ -----------
Cash generated from operations, sales
and refinancing 0 61,370 3,246,760 3,848,962 3,819,362
Less: Cash distributions to investors
(Note 6)
- from operating cash flow 0 (61,370) (1,972,769) (3,768,754) (3,819,362)
- from sale of properties 0 0 0 0 0
- from return of capital (Note 4) 0 (60,867) 0 0 0
- from cash flow from prior period 0 0 0 0 (5,645)
------------ ------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 0 (60,867) 1,273,991 80,208 (5,645)
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 21,543,270 23,456,730 0 0
General partners' capital
contributions 1,000 0 0 0 0
Organization costs 0 (10,000) 0 0 0
Syndication costs 0 (2,066,937) 0
Acquisition of land and buildings 0 (7,536,009) (15,472,737) (230) 0
Investment in direct financing
leases 0 (2,503,050) (11,875,100) (591) 0
Loan to tenant of joint venture,
net of repayments 0 0 (207,189) 6,400 0
Investment in joint ventures 0 (372,045) (468,771) (4,400) 7,008
Increase in restricted cash 0 0 0 0 0
Reimbursement of syndication and
acquisition costs paid on behalf
of CNL Income Fund XII, Ltd. by
related parties 0 (704,923) (432,749) 0 0
Increase in other assets 0 (654,497) 0 0 0
Other 0 0 0 973 0
------------ ------------ ------------ ------------ ---------
Cash generated (deficiency) after cash
distributions and special items 1,000 7,634,942 (6,003,462) 82,360 1,363
============ ============ ============ ============ ==========
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 5 64 73 72
============ ============ ============ ============ ==========
- from recapture 0 0 0 0 0
============ ============ ============ ============ ==========
Capital gain (loss) 0 0 0 0 0
============ ============ ============ ============ ==========
</TABLE>
C-58
<PAGE>
TABLE III - CNL INCOME FUND XII, LTD. (continued)
<TABLE>
<CAPTION>
1991
(Note 1) 1992 1993 1994 1995
--- --- --- --- -----
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 5 46 84 85
- from capital gain 0 0 0 0 0
- from return of capital (Note 3) 0 7 0 0 0
--- --- --- --- ---
Total distributions on GAAP basis
(Note 6) 0 12 46 84 85
=== === === === ===
Source (on cash basis)
- from sales 0 0 0 0 0
- from refinancing 0 0 0 0 0
- from operations 0 6 46 84 85
- from return of capital (Note 4) 0 6 0 0 0
- from cash flow from prior period 0 0 0 0 0
--- --- --- --- ---
Total distributions on cash basis
(Note 6) 0 12 46 84 85
=== === === === ===
Total cumulative cash distributions
per $1,000 investment from inception 0 12 58 142 227
Amount (in percentage terms) remaining
invested in program properties at the end of each year (period) presented
(original total acquisition cost of properties retained, divided by original
total acquisition cost of all properties
in program) N/A 100% 100% 100% 100%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, CNL Income Fund XII, Ltd. ("CNL
XII") and CNL Income Fund XI, Ltd. each registered for sale
$40,000,000 units of limited partnership interests ("Units"). The
offering of Units of CNL Income Fund XI, Ltd. commenced March 12,
1992. Pursuant to the registration statement, CNL XII could not
commence until the offering of Units of CNL Income Fund XI, Ltd. was
terminated. CNL Income Fund XI, Ltd. terminated its offering of
Units on September 28, 1992, at which time the maximum offering
proceeds of $40,000,000 had been received. Upon the termination of
the offering of Units of CNL Income Fund XI, Ltd., CNL XII commenced
its offering of Units. Activities through October 8, 1992, were
devoted to organization of the partnership and operations had not
begun.
Note 2: Cash generated from operations includes cash received from tenants,
plus distributions from joint ventures, less cash paid for expenses,
plus interest received.
Note 3: Cash distributions presented above as a return of capital on a
GAAP basis represent the amount of cash distributions in excess of
accumulated net income on a GAAP basis. Accumulated net income
includes deductions for depreciation and amortization expense and
income from certain non-cash items. This amount is not required to be
presented as a return of capital except for purposes of this table,
and CNL Income Fund XII, Ltd. has not treated this amount as a return
of capital for any other purpose.
Note 4: CNL Income Fund XII, Ltd. makes its distributions in the current
period rather than in arrears based on estimated operating results.
In cases where distributions exceed cash from operations in the
current period, once finally determined, subsequent distributions are
lowered accordingly in order to avoid any return of capital. This
amount is not required to be presented as a return of capital except
for purposes of this table, and CNL Income Fund XII, Ltd. has not
treated this amount as a return of capital for any other purpose.
Note 5: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund XII, Ltd.
Note 6: As a result of the partnership's change in investor services agents
in 1993, distributions are now declared at the end of each quarter
and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-60
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND XIII, LTD.
<TABLE>
<CAPTION>
1992
(Note 1) 1993 1994 1995
------------ ------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 966,564 $ 3,558,447 $ 3,806,944
Equity in earnings of joint ventures 0 1,305 43,386 98,520
Profit (Loss) from sale of properties
(Note 4) 0 0 0 (29,560)
Interest income 0 181,568 77,379 51,410
Less: Operating expenses 0 (59,390) (183,311) (214,705)
Interest expense 0 0 0 0
Depreciation and amortization 0 (148,170) (378,269) (393,435)
------------ ------------ ------------ ------------
Net income - GAAP basis 0 941,877 3,117,632 3,319,174
============ ============ ============ ============
Taxable income
- from operations 0 978,535 2,703,252 2,920,859
============ ============ ============ ============
- from gain (loss) on sale 0 0 0 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 5) 0 1,121,547 3,149,000 3,379,378
Cash generated from sales (Note 4) 0 0 0 286,411
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 1,121,547 3,149,000 3,665,789
Less: Cash distributions to investors
(Note 5)
- from operating cash flow 0 (528,364) (2,800,004) (3,350,014)
- from sale of properties 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after
cash distributions 0 593,183 348,996 315,775
Special items (not including sales
and refinancing):
Limited partners' capital
contributions 0 40,000,000 0 0
General partners' capital
contributions 1,000 0 0 0
Syndication costs 0 (3,932,017) (181) 0
Acquisition of land and buildings 0 (19,691,630)
Investment in direct financing leases 0 (6,760,624) (1,365,075) 0
Investment in joint ventures 0 (314,998) (545,139) (140,052)
Reimbursement of organization,
syndication and acquisition costs
paid on behalf of CNL Income Fund
XIII, Ltd. by related parties 0 (799,980) (25,036) (3,074)
Increase in other assets 0 (454,909) 9,226 0
Other 0 0 0 954
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 1,000 8,639,025 (7,341,517) (162,513)
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 33 67 72
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) (Note 4) 0 0 0 0
============ ============ ============ ============
</TABLE>
C-62
<PAGE>
TABLE III - CNL INCOME FUND XIII, LTD. (continued)
<TABLE>
<CAPTION>
1992
(Note 1) 1993 1994 1995
--- --- --- ---
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 18 70 82
- from capital gain 0 0 0 0
- from investment income from prior
period 0 0 0 2
--- --- --- ---
Total distributions on GAAP basis (Note 5) 0 18 70 84
=== === === ===
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 0 18 70 84
--- --- --- ---
Total distributions on cash basis (Note 5) 0 18 70 84
=== === === ===
Total cumulative cash distributions per
$1,000 investment from inception 0 18 88 172
Amount (in percentage terms) remaining
invested in program properties at the end of each year (period) presented
(original total acquisition cost of properties retained, divided by original
total acquisition cost of all properties
in program) N/A 100% 100% 100%
</TABLE>
Note 1: The registration statement relating to the offering of Units by
CNL Income Fund XIII, Ltd. became effective on March 17, 1993.
Activities through April 15, 1993, were devoted to organization of
the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid for
expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund XIII, Ltd.
Note 4: During 1995, the partnership sold one of its properties to a
tenant for its original purchase price, excluding acquisition fees
and miscellaneous acquisition expenses. The net sales proceeds were
used to acquire an additional property. As a result of this
transaction, the partnership recognized a loss for financial
reporting purposes of $29,560 primarily due to acquisition fees and
miscellaneous acquisition expenses the partnership had allocated to
the property and due to the accrued rental income relating to future
scheduled rent increases that the partnership had recorded and
reversed at the time of sale.
Note 5: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of each
quarter and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-63
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND XIV, LTD.
<TABLE>
<CAPTION>
1992
(Note 1) 1993 1994 1995
------------ ------------ ------------ --------
<S> <C>
Gross revenue $ 0 $ 256,234 $ 3,135,716 $ 4,017,266
Equity in earnings of joint ventures 0 1,305 35,480 338,717
Profit (Loss) from sale of properties
(Note 4) 0 0 0 (66,518)
Interest income 0 27,874 200,499 50,724
Less: Operating expenses 0 (14,049) (181,980) (248,840)
Interest expense 0 0 0 0
Depreciation and amortization 0 (28,918) (257,640) (340,112)
------------ ------------ ------------ ------------
Net income - GAAP basis 0 242,446 2,932,075 3,751,237
============ ============ ============ ============
Taxable income
- from operations 0 278,845 2,482,240 3,162,165
============ ============ ============ ============
- from gain on sale 0 0 0 0
============ ============ ============ ============
Cash generated from operations
(Notes 2 and 3) 0 321,737 2,812,631 3,709,844
Cash generated from sales (Note 4) 0 0 0 696,012
Cash generated from refinancing 0 0 0 0
------------ ------------ ------------ ------------
Cash generated from operations, sales
and refinancing 0 321,737 2,812,631 4,405,856
Less: Cash distributions to investors
(Note 5)
- from operating cash flow 0 (9,050) (2,229,952) (3,543,751)
- from sale of properties 0 0 0 0
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions 0 312,687 582,679 862,105
Special items (not including sales and
refinancing):
Limited partners' capital
contributions 0 28,785,100 16,214,900 0
General partners' capital
contributions 1,000 0 0 0
Syndication costs 0 (2,771,892) (1,618,477) 0
Acquisition of land and buildings 0 (13,758,004) (11,859,237) (964,073)
Investment in direct financing leases 0 (4,187,268) (5,561,748) (75,352)
Investment in joint ventures 0 (315,209) (1,561,988) (1,087,218)
Return of capital from joint venture 0 0 0 0
Reimbursement of organization,
syndication and acquisition costs
paid on behalf of CNL Income Fund
XIV, Ltd. by related parties 0 (706,215) (376,738) (577)
Increase in other assets 0 (444,267) 0 0
Other 0 0 0 5,530
------------ ------------ ------------ ------------
Cash generated (deficiency) after cash
distributions and special items 1,000 6,914,932 (4,180,609) (1,259,585)
============ ============ ============ ============
TAX AND DISTRIBUTION DATA PER
$1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 16 56 70
============ ============ ============ ============
- from recapture 0 0 0 0
============ ============ ============ ============
Capital gain (loss) (Note 4) 0 0 0 0
============ ============ ============ ============
</TABLE>
C-64
<PAGE>
TABLE III - CNL INCOME FUND XIV, LTD. (continued)
<TABLE>
<CAPTION>
1992
(Note 1) 1993 1994 1995
------------ ------------ ------------ --------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 1 51 79
- from capital gain 0 0 0 0
- from return of capital 0 0 0 0
------------ ------------ ------------ ------------
Total distributions on GAAP basis (Note 5) 0 1 51 79
============ ============ ============ ============
Source (on cash basis)
- from sales 0 0 0 0
- from refinancing 0 0 0 0
- from operations 0 1 51 79
------------ ------------ ------------ ------------
Total distributions on cash basis (Note 5) 0 1 51 79
============ ============ ============ ============
Total cumulative cash distributions
per $1,000 investment from inception 0 1 52 131
Amount (in percentage terms) remaining
invested in program properties at the
end of each year (period) presented
(original total acquisition cost of
properties retained, divided by original
total acquisition cost of all properties
in program) N/A 100% 100% 100%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, CNL Income Fund XIV, Ltd. ("CNL
XIV") and CNL Income Fund XIII, Ltd. each registered for sale
$40,000,000 units of limited partnership interests ("Units"). The
offering of Units of CNL Income Fund XIII, Ltd. commenced March 17,
1993. Pursuant to the registration statement, CNL XIV could not
commence until the offering of Units of CNL Income Fund XIII, Ltd.
was terminated. CNL Income Fund XIII, Ltd. terminated its offering of
Units on August 26, 1993, at which time the maximum offering proceeds
of $40,000,000 had been received. Upon the termination of the
offering of Units of CNL Income Fund XIII, Ltd., CNL XIV commenced
its offering of Units. Activities through September 13, 1993, were
devoted to organization of the partnership and operations had not
begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint ventures, less cash paid for
expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund XIV, Ltd.
Note 4: During 1995, the partnership sold two of its properties to a
tenant for its original purchase price, excluding acquisition fees
and miscellaneous acquisition expenses. The net sales proceeds were
used to acquire two additional properties. As a result of these
transactions, the partnership recognized a loss for financial
reporting purposes of $66,518 primarily due to acquisition fees and
miscellaneous acquisition expenses the partnership had allocated to
the property and due to the accrued rental income relating to future
scheduled rent increases that the partnership had recorded and
reversed at the time of sale.
Note 5: As a result of the partnership's change in investor services
agents in 1993, distributions are now declared at the end of each
quarter and paid in the following quarter. Since this table generally
presents distributions on a cash basis (rather than amounts
declared), distributions on a cash basis for 1993 only reflect
payments for three quarters. Distributions declared for the quarter
ended December 31, 1993 and 1994, are reflected in the 1994 and 1995
columns, respectively, for distributions on a cash basis due to the
payment of such distributions in January 1994 and 1995, respectively.
As a result of 1994 and 1995 distributions being presented on a cash
basis, distributions declared and unpaid as of December 31, 1994 and
1995, are not included in the 1994 and 1995 totals, respectively.
C-65
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND XV, LTD.
<TABLE>
<CAPTION>
1993
(Note 1) 1994 1995
------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 1,143,586 $ 3,546,320
Equity in earnings of joint venture 0 8,372 280,606
Profit (Loss) from sale of properties (Note 4) 0 0 (71,023)
Interest income 0 167,734 88,059
Less: Operating expenses 0 (62,926) (228,319)
Interest expense 0 0 0
Depreciation and amortization 0 (70,848) (243,175)
------------ ------------ ------------
Net income - GAAP basis 0 1,185,918 3,372,468
============ ============ ============
Taxable income
- from operations 0 1,026,715 2,861,912
============ ============ ============
- from gain on sale 0 0 0
============ ============ ============
Cash generated from operations (Notes 2 and 3) 0 1,116,834 3,239,370
Cash generated from sales (Note 4) 0 0 811,706
Cash generated from refinancing 0 0 0
------------ ------------ ------------
Cash generated from operations, sales and refinancing 0 1,116,834 4,051,076
Less: Cash distributions to investors (Note 5)
- from operating cash flow 0 (635,944) (2,650,003)
- from sale of properties 0 0 0
------------ ------------ ------------
Cash generated (deficiency) after cash distributions 0 480,890 1,401,073
Special items (not including sales and refinancing):
Limited partners' capital contributions 0 40,000,000 0
General partners' capital contributions 1,000 0 0
Syndication costs 0 (3,892,003) 0
Acquisition of land and buildings 0 (22,152,379) (1,625,601)
Investment in direct financing leases 0 (6,792,806) (2,412,973)
Investment in joint venture 0 (1,564,762) (720,552)
Reimbursement of organization, syndication and
acquisition costs paid on behalf of CNL Income
Fund XV, Ltd. by related parties 0 (1,098,197) (23,507)
Increase in other assets 0 (187,757) 0
Other (38) (6,118) 25,150
------------ ------------ ------------
Cash generated (deficiency) after cash distributions
and special items 962 4,786,868 (3,356,410)
============ ============ ============
TAX AND DISTRIBUTION DATA PER $1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 33 71
============ ============ ============
- from recapture 0 0 0
============ ============ ============
Capital gain (loss) (Note 4) 0 0 0
============ ============ ============
</TABLE>
C-66
<PAGE>
TABLE III - CNL INCOME FUND XV, LTD. (continued)
<TABLE>
<CAPTION>
1993
(Note 1) 1994 1995
--- --- ---
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 21 66
- from capital gain 0 0 0
--- --- ---
Total distributions on GAAP basis (Note 5) 0 21 66
=== === ===
Source (on cash basis)
- from sales 0 0 0
- from refinancing 0 0 0
- from operations 0 21 66
--- --- ---
Total distributions on cash basis (Note 5) 0 21 66
=== === ===
Total cumulative cash distributions per $1,000 investment
from inception 0 21 87
Amount (in percentage terms) remaining invested in program
properties at the end of each year (period) presented
(original total acquisition cost of properties
retained, divided by original total acquisition
cost of all properties in program) N/A 100% 100%
</TABLE>
Note 1: The registration statement relating to this offering of Units of
CNL Income Fund XV, Ltd. became effective February 23, 1994.
Activities through March 23, 1994, were devoted to organization of
the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, plus distributions from joint venture, less cash paid for
expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund XV, Ltd.
Note 4: During 1995, the partnership sold three of its properties to a
tenant for its original purchase price, excluding acquisition fees
and miscellaneous acquisition expenses. The majority of the net sales
proceeds were used to acquire two additional properties. The
remaining net sales proceeds will be used towards the purchase of an
additional property. As a result of these transactions, the
partnership recognized a loss for financial reporting purposes of
$71,023 primarily due to acquisition fees and miscellaneous
acquisition expenses the partnership had allocated to the three
properties and due to the accrued rental income relating to future
scheduled rent increases that the partnership had recorded and
reversed at the time of sale.
Note 5: Distributions declared for the quarter ended December 31, 1994 are
reflected in the 1995 column due to the payment of such distributions
in January 1995. As a result of distributions being presented on a
cash basis, distributions declared and unpaid as of December 31, 1994
and 1995, are not included in the 1994 and 1995 totals, respectively.
C-67
<PAGE>
TABLE III
Operating Results of Prior Programs
CNL INCOME FUND XVI, LTD.
<TABLE>
<CAPTION>
1993
(Note 1) 1994 1995
------------ ------------ ------------
<S> <C>
Gross revenue $ 0 $ 186,257 $ 2,702,504
Profit from sale of properties 0 0 0
Interest income 0 21,478 321,137
Less: Operating expenses 0 (10,700) (274,595)
Interest expense 0 0 0
Depreciation and amortization 0 (9,458) (318,205)
------------ ------------ ------------
Net income - GAAP basis 0 187,577 2,430,841
============ ============ ============
Taxable income
- from operations 0 189,864 2,139,382
============ ============ ============
- from gain on sale 0 0 0
============ ============ ============
Cash generated from operations (Notes 2 and 3) 0 205,148 2,481,395
Cash generated from sales 0 0 0
Cash generated from refinancing 0 0 0
------------ ------------ ------------
Cash generated from operations, sales and refinancing 0 205,148 2,481,395
Less: Cash distributions to investors (Note 4)
- from operating cash flow 0 (2,845) (1,798,921)
- from sale of properties 0 0 0
------------ ------------ ------------
Cash generated (deficiency) after cash distributions 0 202,303 682,474
Special items (not including sales and refinancing):
Limited partners' capital contributions 0 20,174,172 24,825,828
General partners' capital contributions 1,000 0 0
Syndication costs 0 (1,929,465) (2,452,743)
Acquisition of land and buildings 0 (13,170,132) (16,012,458)
Investment in direct financing leases 0 (975,853) (5,595,236)
Reimbursement of organization, syndication and
acquisition costs paid on behalf of CNL Income
Fund XVI, Ltd. by related parties 0 (854,154) (405,569)
Increase in other assets 0 (443,625) (58,720)
Other (36) (20,714) 20,714
------------ ------------ ------------
Cash generated (deficiency) after cash distributions
and special items 964 2,982,532 1,004,290
============ ============ ============
TAX AND DISTRIBUTION DATA PER $1,000 INVESTED
Federal income tax results:
Ordinary income (loss)
- from operations 0 17 53
============ ============ ============
- from recapture 0 0 0
============ ============ ============
Capital gain (loss) 0 0 0
============ ============ ============
</TABLE>
C-68
<PAGE>
TABLE III - CNL INCOME FUND XVI, LTD. (continued)
<TABLE>
<CAPTION>
1993
(Note 1) 1994 1995
------------ ------------ --------
<S> <C>
Cash distributions to investors
Source (on GAAP basis)
- from investment income 0 1 45
- from capital gain 0 0 0
- from return of capital 0 0 0
------------ ------------ ------------
Total distributions on GAAP basis (Note 4) 0 1 45
============ ============ ============
Source (on cash basis)
- from sales 0 0 0
- from refinancing 0 0 0
- from operations 0 1 45
------------ ------------ ------------
Total distributions on cash basis (Note 4) 0 1 45
============ ============ ============
Total cumulative cash distributions per $1,000
investment from inception 0 1 46
Amount (in percentage terms) remaining invested
in program properties at the end of each year
(period) presented (original total acquisition
cost of properties retained, divided by original
total acquisition cost of all properties in program) N/A 100% 100%
</TABLE>
Note 1: Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, CNL Income Fund XVI, Ltd. ("CNL
XVI") and CNL Income Fund XV, Ltd. each registered for sale
$40,000,000 units of limited partnership interests ("Units"). The
offering of Units of CNL Income Fund XV, Ltd. commenced February 23,
1994. Pursuant to the registration statement, CNL XVI could not
commence until the offering of Units of CNL Income Fund XV, Ltd. was
terminated. CNL Income Fund XV, Ltd. terminated its offering of Units
on September 1, 1994, at which time the maximum offering proceeds of
$40,000,000 had been received. Upon the termination of the offering
of Units of CNL Income Fund XV, Ltd., CNL XVI commenced its offering
of Units. Activities through September 22, 1994, were devoted to
organization of the partnership and operations had not begun.
Note 2: Cash generated from operations includes cash received from
tenants, less cash paid for expenses, plus interest received.
Note 3: Cash generated from operations per this table agrees to cash
generated from operations per the statement of cash flows included in
the financial statements of CNL Income Fund XVI, Ltd.
Note 4: Distributions declared for the quarter ended December 31, 1994 are
reflected in the 1995 column due to the payment of such distributions
in January 1995. As a result of distributions being presented on a
cash basis, distributions declared and unpaid as of December 31, 1994
and 1995, are not included in the 1994 and 1995 totals, respectively.
C-69
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
=====================================================================================================================
Selling Price, Net of
Closing Costs and GAAP Adjustments
Purchase
Cash money Adjustments
received Mortgage mortgage resulting
net of balance taken from
Date Date of closing at time back by application
Property Acquired Sale costs of sale program of GAAP Total
=====================================================================================================================
<S> <C>
CNL Income Fund, Ltd.:
Burger King -
San Dimas, CA 02/05/87 06/12/92 $1,169,021 0 0 0 $1,169,021
Wendy's -
Fairfield, CA 07/01/87 10/03/94 1,018,490 0 0 0 1,018,490
CNL Income Fund II, Ltd.:
Golden Corral -
Salisbury, NC 05/29/87 07/21/93 746,800 0 0 0 746,800
Pizza Hut -
Graham, TX 08/24/87 07/28/94 261,628 0 0 0 261,628
Golden Corral -
Medina, OH 11/18/87 11/30/94 626,582 0 0 0 626,582
CNL Income Fund IV, Ltd.:
Taco Bell -
York, PA 03/22/89 04/27/94 712,000 0 0 0 712,000
Burger King -
Hastings, MI 08/12/88 12/15/95 518,650 0 0 0 518,650
CNL Income Fund V, Ltd.:
Perkins -
Myrtle Beach, SC (2) 02/28/90 08/25/95 0 0 1,040,000 0 1,040,000
CNL Income Fund VI, Ltd.:
Hardee's -
Batesville, AR 11/02/89 05/24/94 791,211 0 0 0 791,211
Hardee's -
Heber Springs, AR 02/13/90 05/24/94 638,270 0 0 0 638,270
Hardee's -
Little Canada, MN 11/28/89 06/29/95 899,503 0 0 0 899,503
<CAPTION>
=============================================================
Cost of Properties
Including Closing and
Soft Costs
Excess
Total (deficiency)
acquisition of property
cost, capital operating cash
Original improvements receipts over
mortgage closing and cash
financing soft costs (1) Total expenditures
=======================================================
<S> <C>
CNL Income Fund, Ltd.:
Burger King -
San Dimas, CA 0 $955,000 $955,000 $214,021
Wendy's -
Fairfield, CA 0 861,500 861,500 156,990
CNL Income Fund II, Ltd.:
Golden Corral -
Salisbury, NC 0 642,800 642,800 104,000
Pizza Hut -
Graham, TX 0 205,500 205,500 56,128
Golden Corral -
Medina, OH 0 743,000 743,000 (116,418)
CNL Income Fund IV, Ltd.:
Taco Bell -
York, PA 0 616,501 616,501 95,499
Burger King -
Hastings, MI 0 419,936 419,936 98,714
CNL Income Fund V, Ltd.:
Perkins -
Myrtle Beach, SC (2) 0 986,418 986,418 53,582
CNL Income Fund VI, Ltd.:
Hardee's -
Batesville, AR 0 605,500 605,500 185,711
Hardee's -
Heber Springs, AR 0 532,893 532,893 105,377
Hardee's -
Little Canada, MN 0 821,692 821,692 77,811
</TABLE>
(1) Amounts shown do not include pro rata share of original offering costs
or acquisition fees.
(2) Amount shown is face value and does not represent discounted current
value. The mortgage note bears interest at a rate of 10.25% per annum
and provides for a balloon payment of $1,006,004 in July 2000.
C-63
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
=============================================================================================================
Selling Price, Net of
Closing Costs and GAAP Adjustments
Purchase
Cash money Adjustments
received Mortgage mortgage resulting
net of balance taken from
Date Date of closing at time back by application
Property Acquired Sale costs of sale program of GAAP Total
=============================================================================================================
<S> <C>
CNL Income Fund VII, Ltd.:
Taco Bell -
Kearns, UT 06/14/90 05/19/92 700,000 0 0 0 700,000
Hardee's -
St. Paul, MN 08/09/90 05/24/94 869,036 0 0 0 869,036
Perkins -
Florence, SC (3) 08/28/90 08/25/95 0 0 1,160,000 0 1,160,000
Church's Fried Chicken -
Jacksonville, FL (4) 04/30/90 12/01/95 0 0 240,000 0 240,000
CNL Income Fund VIII, Ltd.:
Church's Fried Chicken -
Melbourne, FL 09/28/90 02/01/91 172,945 0 0 0 172,945
Church's Fried Chicken -
Cocoa, FL 09/28/90 05/14/91 175,042 0 0 0 175,042
Denny's -
Ocoee, FL 03/16/91 07/31/95 1,184,865 0 0 0 1,184,865
Church's Fried Chicken -
Jacksonville, FL (4) 09/28/90 12/01/95 0 0 240,000 0 240,000
Church's Fried Chicken -
Jacksonville, FL (5) 09/28/90 12/01/95 0 0 220,000 0 220,000
CNL Income Fund X, Ltd.:
Shoney's -
Denver, CO 03/04/92 08/11/95 1,050,186 0 0 0 1,050,186
<CAPTION>
=====================================================================
Cost of Properties
Including Closing and
Soft Costs
Excess
Total (deficiency)
acquisition of property
cost, capital operating cash
Original improvements receipts over
mortgage closing and cash
financing soft costs (1) Total expenditures
=====================================================================
<S> <C>
CNL Income Fund VII, Ltd.:
Taco Bell -
Kearns, UT 0 560,202 560,202 139,798
Hardee's -
St. Paul, MN 0 742,333 742,333 126,703
Perkins -
Florence, SC (3) 0 1,084,905 1,084,905 75,09
Church's Fried Chicken -
Jacksonville, FL (4) 0 233,728 233,728 6,272
CNL Income Fund VIII, Ltd.:
Church's Fried Chicken -
Melbourne, FL 0 166,022 166,022 6,923
Church's Fried Chicken -
Cocoa, FL 0 175,694 175,694 (652)
Denny's -
Ocoee, FL 0 949,199 949,199 235,666
Church's Fried Chicken -
Jacksonville, FL (4) 0 238,153 238,153 1,847
Church's Fried Chicken -
Jacksonville, FL (5) 0 215,845 215,845 4,155
CNL Income Fund X, Ltd.:
Shoney's -
Denver, CO 0 987,679 987,679 62,507
</TABLE>
(1) Amounts shown do not include pro rata share of original offering costs
or acquisition fees.
(3) Amount shown is face value and does not represent discounted current
value. The mortgage note bears interest at a rate of 10.25% per annum
and provides for a balloon payment of $1,106,657 in July 2000.
(4) Amounts shown are face value and do not represent discounted current
value. Each mortgage note bears interest at a rate of 10.00% per annum
and provides for a balloon payment of $218,252 in December 2005.
(5) Amount shown is face value and does not represent discounted current
value. The mortgage note bears interest at a rate of 10.00% per annum
and provides for a balloon payment of $200,324 in December 2005.
C-64
<PAGE>
TABLE V
SALES OR DISPOSALS OF PROPERTIES
<TABLE>
<CAPTION>
========================================================================================================
Selling Price, Net of
Closing Costs and GAAP Adjustments
Purchase
Cash money Adjustments
received Mortgage mortgage resulting
net of balance taken from
Date Date of closing at time back by application
Property Acquired Sale costs of sale program of GAAP Total
========================================================================================================
<S> <C>
CNL Income Fund XIII, Ltd.:
Checkers -
Houston, TX 03/31/94 04/24/95 286,411 0 0 0 286,411
CNL Income Fund XIV, Ltd.:
Checkers -
Knoxville, TN 03/31/94 03/01/95 339,031 0 0 0 339,031
Checkers -
Dallas, TX 03/31/94 03/01/95 356,981 0 0 0 356,981
CNL Income Fund XV, Ltd.:
Checkers -
Knoxville, TN 05/27/94 03/01/95 263,221 0 0 0 263,221
Checkers -
Leavenworth, KS 06/22/94 03/01/95 259,600 0 0 0 259,600
Checkers -
Knoxville, TN 07/08/94 03/01/95 288,885 0 0 0 288,885
Altamonte Springs
Investors, Ltd.:
Ponderosa -
Altamonte Springs,
FL (6) 03/21/85 06/16/95 (84,030) 0 1,000,000 0 915,970
<CAPTION>
==========================================================================
Cost of Properties
Including Closing and
Soft Costs
Excess
Total (deficiency)
acquisition of property
cost, capital operating cash
Original improvements receipts over
mortgage closing and cash
financing soft costs (1) Total expenditures
==========================================================================
<S> <C>
CNL Income Fund XIII, Ltd.:
Checkers -
Houston, TX 0 286,411 286,411 0
CNL Income Fund XIV, Ltd.:
Checkers -
Knoxville, TN 0 339,031 339,031 0
Checkers -
Dallas, TX 0 356,981 356,981 0
CNL Income Fund XV, Ltd.:
Checkers -
Knoxville, TN 0 263,221 263,221 0
Checkers -
Leavenworth, KS 0 259,600 259,600 0
Checkers -
Knoxville, TN 0 288,885 288,885 0
Altamonte Springs
Investors, Ltd.:
Ponderosa -
Altamonte Springs,
FL (6) 0 322,600 322,600 593,370
</TABLE>
(1) Amounts shown do not include pro rata share of original offering costs
or acquisition fees.
(6) Amount shown is face value and does not represent discounted current
value. The mortgage note bears interest at a rate of 9.00% per annum
and is being collected in 5 annual installments of $200,000 principal
plus accrued interest. The maturity date is June 2000.
C-65
