SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 1996
CNL INCOME FUND XVII, LTD.
(Exact Name of Registrant as Specified in Charter)
Florida 33-90998 59-3295393
(State or other
jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
400 East South Street, Suite 500 32801
Orlando, Florida (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (407) 422-1574
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
STATUS OF THE OFFERING
Pursuant to a registration statement on Form S-11 under the
Securities Act of 1933, as amended, effective August 11, 1995 (the
"Registration Statement"), CNL Income Fund XVII, Ltd. ("CNL XVII") and CNL
Income Fund XVIII, Ltd. ("CNL XVIII"), limited partnerships with the same
general partners and investment objectives, registered for sale an aggregate
of $65,000,000 of units of limited partnership interest (the "Units")
(6,500,000 Units at $10 per Unit). The first 3,000,000 Units ($30,000,000)
are for CNL XVII, and the remaining Units are for CNL XVIII. As of July 10,
1996, CNL XVII had received subscription proceeds of $21,954,973 (2,195,497
Units) from 1,267 limited partners.
As stated in the Registration Statement, including the Prospectus
which constitutes a part thereof, as supplemented and amended, the proceeds of
the offering of Units are to be used to acquire restaurant properties to be
leased primarily to operators of national and regional fast-food, family-
style, and casual dining restaurant chains (the "Properties"), to pay expenses
in connection with the offering of Units and to pay partnership organizational
costs.
ACQUISITION OF PROPERTIES
From June 20, 1996 through July 10, 1996, CNL XVII acquired two
Properties. The Properties are two Jack in the Box Properties (one in each of
El Dorado, California, and La Porte, Texas).
In connection with the purchase of each of these two Properties, CNL
XVII, as lessor, entered into a long-term lease agreement with an unaffiliated
lessee. The leases are on a triple-net basis, with the lessee responsible for
all repairs and maintenance, property taxes, insurance and utilities. The
lessee also is required to pay for special assessments, sales and use taxes,
and the cost of any renovations permitted under the lease. Upon termination
of the lease, the lessee will surrender possession of the Property to CNL
XVII, together with any improvements made to the Property during the term of
the lease.
For each of these two Properties that are to be constructed, CNL XVII
has entered into development and indemnification and put agreements with the
lessee.
The following table sets forth the location of the two Properties
acquired by CNL XVII between June 20, 1996 and July 10, 1996, a description of
the competition, and a summary of the principal terms of the acquisition and
lease of each Property.
<TABLE>
PROPERTY ACQUISITIONS
From June 20, 1996 through July 10, 1996
<CAPTION>
Lease Expira-
Property Location and Purchase Date tion and Minimum Option
Competition Price (1) Acquired Renewal Options Annual Rent (2) Percentage Rent To Purchase
- --------------------- ----------- -------- --------------- --------------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
JACK IN THE BOX (6) $586,693 07/09/96 07/2014; four 10.75% of Total for each lease at any time
(the "El Dorado Property") (excluding five-year Cost (4); year, (i) 5% of after the
Restaurant to be constructed closing and renewal options increases by 8% annual gross seventh
development after the fifth sales minus lease year
The El Dorado Property is costs) (3) lease year and (ii) the
located on the northeast 10% after every minimum annual
quadrant of El Dorado Hills five years rent for such
Boulevard and Saratoga Way in thereafter lease year (5)
El Dorado, Placer County, during the
California, in an area of lease term
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.
JACK IN THE BOX (6) $343,409 07/09/96 07/2014; four 10.75% of Total for each lease at any time
(the "La Porte Property") (excluding five-year Cost (4); year, (i) 5% of after the
Restaurant to be constructed closing and renewal options increases by 8% annual gross seventh
development after the fifth sales minus lease year
The La Porte Property is costs) (3) lease year and (ii) the
located on the northwest 10% after every minimum annual
quadrant of the intersection of five years rent for such
Highway 146 and Fairmont thereafter lease year (5)
Parkway in La Porte, Harris during the
County, Texas, in an area of lease term
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>
[FN]
FOOTNOTES:
(1) The estimated federal income tax basis of the depreciable portion (the
building portion) of each of the Properties acquired, once the buildings
are constructed, is set forth below:
Property Federal Tax Basis
-------- -----------------
El Dorado Property $ 585,000
La Porte Property 564,000
(2) Minimum annual rent for the El Dorado and La Porte Properties 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 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 the El Dorado and La Porte Properties,
which 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:
Estimated
Property Maximum Cost Estimated Final Completion Date
-------- ------------- --------------------------------
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.
(5) Percentage rent shall be calculated on a calendar year basis (January 1
to December 31).
(6) The lessee of the El Dorado and La Porte Properties is the same
unaffiliated lessee.
<TABLE>
PRO FORMA ESTIMATE OF TAXABLE INCOME OF
CNL INCOME FUND XVII, LTD.
GENERATED FROM THE OPERATIONS OF PROPERTIES ACQUIRED FROM JUNE 20, 1996
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 June 20, 1996 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.
<CAPTION>
Jack in the Box Jack in the Box
La Porte (5)(6) El Dorado, CA (5)(6) Total
--------------- -------------------- --------
<S> <C> <C> <C>
Pro Forma Estimate
of Taxable Income:
Base Rent (1) $ 90,078 $118,144 $208,222
Management Fees (2) (901) (1,181) (2,082)
General and Adminis-
trative Expenses (3) (4,504) (5,907) (10,411)
-------- -------- --------
Estimated Cash Available
from Operations 84,673 111,056 195,729
Depreciation Expense (4) (14,094) (14,630) (28,724)
-------- -------- --------
Pro Forma Estimate of
Taxable Income of
CNL XVII $ 70,579 $ 96,426 $167,005
======== ======== ========
See Footnotes
</TABLE>
[FN]
FOOTNOTES:
(1) Base rent does not include percentage rents which become due if
specified levels of gross receipts are achieved.
(2) The Properties 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
Properties.
(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 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
-------- -------------------------------
El Dorado Property January 5, 1997
La Porte Property January 5, 1997
(6) The lessee of the El Dorado and La Porte Properties is the same
unaffiliated lessee.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATION OF REGISTRANT'S GENERAL PARTNERS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
CNL INCOME FUND XVII, LTD.
(A FLORIDA LIMITED PARTNERSHIP)
INDEX TO FINANCIAL STATEMENTS
Page
----
Pro Forma Financial Information (unaudited):
Pro Forma Balance Sheet as of March 31, 1996 9
Pro Forma Statement of Income for the quarter
ended March 31, 1996 10
Pro Forma Statement of Income for the period
February 10, 1995 (Date of Inception)
through December 31, 1995 11
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 12
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.
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.
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.
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.
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.
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.
(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.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
EXHIBITS
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be filed on its behalf
by the undersigned thereunto duly authorized.
CNL INCOME FUND XVII, LTD.
Dated: July 24, 1996 By: /s/ Robert A. Bourne
--------------------
ROBERT A. BOURNE, General Partner
