SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 1997
CNL INCOME FUND XVIII, LTD.
(Exact Name of Registrant as Specified in Charter)
Florida 33-90998-01 59-3295394
(State or other juris- (Commission File Number) (IRS Employer
diction 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
The Form 8-K of CNL Income Fund XVIII, Ltd. ("CNL XVIII") dated May 8, 1997,
is being amended in order to update the financial information to include the
Pro Forma Balance Sheet as of March 31, 1997 and the Pro Forma Statement of
Income for the quarter ended March 31, 1997. No pro forma adjustments are
being made to the Pro Forma Statements of Income due to the fact that none of
the properties owned by CNL XVIII as of May 12, 1997, had a previous rental
history. The changes affect the Pro Forma Financial Information in Item 7;
therefore, Item 7 is amended to read as follows.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
INDEX TO PRO FORMA FINANCIAL STATEMENTS
Page
CNL INCOME FUND XVIII, LTD.
(A FLORIDA LIMITED PARTNERSHIP)
Pro Forma Financial Information (unaudited):
Pro Forma Balance Sheet as of March 31, 1997 4
Pro Forma Statement of Income for the quarter ended
March 31, 1997 5
Pro Forma Statement of Income for the year ended
December 31, 1996 6
Notes to Pro Forma Financial Statements for the
quarter ended March 31, 1997 and the year ended
December 31, 1996 7
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PRO FORMA FINANCIAL INFORMATION
The following Pro Forma Balance Sheet of CNL Income Fund XVIII, Ltd.
("CNL XVIII") gives effect to (i) property acquisition transactions from
inception through March 31, 1997, including the receipt of $16,736,878 in
gross offering proceeds from the sale of 1,673,688 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 eight properties, five of
which were under construction at March 31, 1997, and to pay organizational and
offering expenses, acquisition fees, and miscellaneous acquisition expenses,
(ii) the receipt of $2,468,876 in gross offering proceeds from the sale of
246,887 additional Units during the period April 1, 1997 through May 12, 1997,
(iii) the assumed future sales of 57,708 Units, resulting in the receipt of
$577,078 in gross offering proceeds through May 12, 1997, and (iv) the
application of such funds and $6,079,177 of cash and cash equivalents at March
31, 1997, to purchase seven additional properties during the period April 1,
1997 through May 12, 1997 (five of which are under construction and consist of
land and building, one property which is under construction and consists of
building only and one property which consists of land and building), to pay
additional construction costs for the five properties under construction at
March 31, 1997, 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, 1997, includes the transactions described in (i) above, from its
historical balance sheet, adjusted to give effect to the transactions in (ii),
(iii) and (iv) above, as if they had occurred on March 31, 1997.
The Pro Forma Statements of Income for the quarter ended March 31, 1997
and the year ended December 31, 1996, include the historical operating results
of the properties described in (i) above from the dates of their acquisitions.
No pro forma adjustments have been made to the Pro Forma Statements of Income
for the properties owned by CNL XVIII as of May 12, 1997, 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 XVIII'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
XVIII's financial results or conditions in the future.
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CNL INCOME FUND XVIII, LTD.
(A FLORIDA LIMITED PARTNERSHIP)
UNAUDITED PRO FORMA BALANCE SHEET
MARCH 31, 1997
Pro Forma
ASSETS Historical Adjustments Pro Forma
----------- --------------- -----------
Land and buildings on operating
leases, less accumulated
depreciation $ 8,231,628 $ 5,176,178 (a) $13,407,806
Net investment in direct
financing leases (b) 651,984 3,145,570 (a) 3,797,554
Cash and cash equivalents 6,079,177 (6,079,177)(a) -
Receivables 78,257 78,257
Prepaid expenses 900 900
Organization costs, less
accumulated amortization 9,089 9,089
Accrued rental income 6,504 6,504
Other assets 363,240 (290,907)(a) 72,333
----------- ----------- -----------
$15,420,779 $ 1,951,664 $17,372,443
=========== =========== ===========
LIABILITIES AND
PARTNERS' CAPITAL
Accounts payable $ 70,480 $ 70,480
Accrued construction costs
payable 686,342 $ (686,342)(a) -
Distributions payable 154,476 154,476
Due to related parties 141,104 (133,812)(a) 7,292
Rents paid in advance 118,189 118,189
----------- ----------- -----------
Total liabilities 1,170,591 (820,154) 350,437
Partners' capital 14,250,188 2,771,818 (a) 17,022,006
----------- ----------- -----------
$15,420,779 $ 1,951,664 $17,372,443
=========== =========== ===========
See accompanying notes to unaudited pro forma
financial statements.
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CNL INCOME FUND XVIII, LTD.
(A FLORIDA LIMITED PARTNERSHIP)
UNAUDITED PRO FORMA STATEMENT OF INCOME
QUARTER ENDED MARCH 31, 1997
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
Revenues:
Rental income from operating
leases $ 52,230 $ - $ 52,230
Earned income from direct
financing leases 1,113 - 1,113
Interest income 42,871 - 42,871
--------- --------- ---------
96,214 - 96,214
--------- --------- ---------
Expenses:
General operating and
administrative 16,685 - 16,685
Professional services 5,896 - 5,896
Management fees to related party 1,212 - 1,212
State and other taxes 416 - 416
Depreciation and amortization 9,828 - 9,828
--------- --------- ---------
34,037 - 34,037
--------- --------- ---------
Net Income $ 62,177 $ - $ 62,177
========= ========= =========
Net Income Per Limited Partner
Unit $ 0.05 $ 0.05
========= =========
Weighted Average Number of Units
Outstanding 1,252,970 1,252,970
========= =========
See accompanying notes to unaudited pro forma
financial statements.
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CNL INCOME FUND XVIII, LTD.
(A FLORIDA LIMITED PARTNERSHIP)
UNAUDITED PRO FORMA STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 1996
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- ---------
Revenues:
Rental income from operating lease $ 1,373 $ - $ 1,373
Interest income 30,241 - 30,241
------- ------- -------
31,614 - 31,614
------- ------- -------
Expenses:
General operating and administrative 3,980 - 3,980
Management fee to related party 12 - 12
Depreciation and amortization 712 - 712
------- ------- -------
4,704 - 4,704
------- ------- -------
Net Income $26,910 $ - $26,910
======= ======= =======
Net Income Per Limited Partner
Unit $ 0.05 $ 0.05
======= =======
Weighted Average Number of Units
Outstanding 503,436 503,436
======= =======
See accompanying notes to unaudited pro forma
financial statements.
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CNL INCOME FUND XVIII, LTD.
(A FLORIDA LIMITED PARTNERSHIP)
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS
FOR THE QUARTER ENDED MARCH 31, 1997 AND THE
YEAR ENDED DECEMBER 31, 1996
Pro Forma Balance Sheet:
(a) Represents gross proceeds of $2,468,876 from the sale of 246,887 Units
during the period April 1, 1997 through May 12, 1997, the assumed future
sales of 57,708 Units, resulting in the receipt of $577,078 in gross
offering proceeds through May 12, 1997, and $6,079,177 of cash and cash
equivalents at March 31, 1997, used (i) to acquire seven properties for
$7,574,875, (ii) to fund estimated construction costs of $1,005,240
($686,342 of which was accrued as construction costs payable at March
31, 1997) relating to the five properties under construction at March
31, 1997, (iii) to pay acquisition fees and other costs of $186,685
($49,617 of which was accrued as due to related parties at March 31,
1997) and reclassify from other assets $290,907 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 $358,331 ($84,195 of which was accrued as due to related
parties at March 31, 1997), which have been netted against partners'
capital.
The pro forma adjustments to land and buildings on operating leases as a
result of the above transactions were as follows:
Estimated purchase
price (including
construction and Acquisition
closing costs) and fees
additional con- allocated
struction costs to property Total
------------------ ----------- -----------
Golden Corral in
Stow, OH $ 1,668,863 $ 90,480 $ 1,759,343
Boston Market in
San Antonio, TX 851,302 46,154 897,456
On The Border in
San Antonio, TX 1,186,744 64,342 1,251,086
Boston Market in
Minnetonka, MN 815,065 44,190 859,255
Wendy's in
Sparta, TN 633,967 34,372 668,339
Boston Market in
Timonium, MD 1,129,934 61,261 1,191,195
Jack in the Box in
Houston, TX 1,289,000 69,886 1,358,886
Five properties under
construction at
March 31, 1997 318,898 17,290 336,188
----------- ----------- -----------
$ 7,893,773 $ 427,975 $ 8,321,748
=========== =========== ===========
Adjustment classified
as follows:
Land and buildings
on operating leases $ 5,176,178
Net investment in
direct financing
leases 3,145,570
-----------
$ 8,321,748
===========
(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. The
categorization of the leases has no effect on rental revenues received.
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EXHIBITS
None.
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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 XVIII, LTD.
Dated: June 18, 1997 By: /s/ Robert A. Bourne
---------------------------------
ROBERT A. BOURNE, General Partner
