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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
Amendment No. 2
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 0-24095
CNL INCOME FUND XVIII, LTD.
(Exact name of registrant as specified in its charter)
Florida 59-3295394
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
450 South Orange Avenue
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (407) 650-1000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of exchange on which registered:
None Not Applicable
Securities registered pursuant to Section 12(g) of the Act:
Units of limited partner interest ($10 per Unit)
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes X No __________
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x]
Aggregate market value of the voting stock held by nonaffiliates of the
registrant: The registrant registered an offering of units of limited
partnership interest (the "Units") on Form S-11 under the Securities Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $10 per Unit.
DOCUMENTS INCORPORATED BY REFERENCE:
None
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The Form 10-K of CNL Income Fund XVIII, Ltd. for the year ended December
31, 1998 is being amended to revise the disclosure under Item 1. Business.
PART I
Item 1. Business
CNL Income Fund XVIII, Ltd. (the "Registrant" or the "Partnership") is a
limited partnership which was organized pursuant to the laws of the State of
Florida on February 10, 1995. The general partners of the Partnership are Robert
A. Bourne, James M. Seneff, Jr. and CNL Realty Corporation, a Florida
corporation (the "General Partners"). Beginning on September 20, 1996, the
Partnership offered for sale up to $35,000,000 of limited partnership interests
(the "Units") (3,500,000 Units at $10 per Unit) pursuant to a registration
statement on Form S-11 under the Securities Act of 1933, as amended, effective
August 11, 1995. The offering terminated on February 6, 1998, at which date the
maximum offering proceeds of $35,000,000 had been received from investors who
were admitted to the Partnership as limited partners (the "Limited Partners").
The Partnership was organized to acquire both newly constructed and
existing restaurant properties, as well as properties upon which restaurants
were to be constructed (the "Properties"), which are leased primarily to
operators of national and regional fast-food, family-style and casual dining
restaurant chains (the "Restaurant Chains"). As of December 31, 1998, net
proceeds to the Partnership from its offering of Units, after deduction of
organizational and offering expenses, totalled $30,800,000. As of December 31,
1998, the Partnership had invested approximately $29,859,000 of the proceeds
described above to acquire 24 Properties (which included one Property owned by a
joint venture in which the Partnership is a co-venturer) and to pay acquisition
fees and certain acquisition expenses, leaving approximately $941,000 of
offering proceeds available for investment in an additional Property. In
February 1999, the Partnership invested in a joint venture arrangement,
Portsmouth Joint Venture, with an affiliate of the General Partners to hold and
purchase one Property and used the remaining amounts to establish a working
capital reserve for Partnership purposes. The Properties are generally leased on
a triple-net basis with the lessees responsible for all repairs and maintenance,
property taxes, insurance and utilities.
On March 11, 1999, the Partnership entered into an Agreement and Plan of
Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership would be merged with and into a subsidiary of APF (the "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term, "triple-net" basis to operators of
national and regional restaurant chains. APF has agreed to issue shares of its
common stock, par value $0.01 per share (the "APF Shares"), as consideration for
the Merger. At a special meeting of the partners that is expected to be held in
the fourth quarter of 1999, Limited Partners holding in excess of 50% of the
Partnership's outstanding limited partnership interests must approve the Merger
prior to consummation of the transaction. If the Limited Partners at the special
meeting approve the Merger, APF will own the Properties and other assets of the
Partnership.
In the event that the Limited Partners vote against the Merger, the
Partnership will hold its Properties until the General Partners determine that
the sale or other disposition of the Properties is advantageous in view of the
Partnership's investment objectives. In deciding whether to sell Properties, the
General Partners will consider factors such as potential capital appreciation,
net cash flow and federal income tax considerations. Certain lessees also have
been granted options to purchase Properties, generally at the Property's then
fair market value after a specified portion of the lease term has elapsed. The
Partnership has no obligation to sell all or any portion of a Property at any
particular time, except as may be required under property purchase options
granted to certain lessees.
Description of Leases
The leases of the Properties owned by the Partnership as of December 31,
1998, provide for initial terms ranging from 15 to 26 years (the average being
18 years) and expire between 2012 and 2023. All leases are generally on a
triple-net basis, with the lessees responsible for all repairs and maintenance,
property taxes, insurance and utilities. The leases for the Properties that were
operational as of December 31, 1998, provide for minimum base annual rental
payments (payable in equal monthly installments) ranging from approximately
$63,200 to $243,600. The majority of
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the leases provide for percentage rent based on sales in excess of a specified
amount. In addition, the majority of the leases provide that, commencing in
specified lease years (generally the sixth lease year), the annual base rent
required under the terms of the lease will increase.
Generally, the leases provide for two to five five-year renewal options
subject to the same terms and conditions as the initial lease. Lessees of 20 of
the Partnership's 24 Properties also have been granted options to purchase the
Properties after a specified portion of the lease term has elapsed. The option
purchase price is equal to the Partnership's original cost of the Property
(including acquisition costs), plus a specified percentage or the Property's
fair market value at the time the purchase option is exercised, whichever is
greater. Fair market value will be determined through an appraisal by an
independent appraisal firm.
The leases also generally provide that, in the event the Partnership wishes
to sell the Properties, the Partnership first must offer the lessees the right
to purchase the Properties on the same terms and conditions, and for the same
price, as any offer which the Partnership has received for the sale of the
Properties.
In October 1998, three Boston Market tenants, Boston Chicken, Inc., Finest
Foodservice, L.L.C., and WMJ Texas, Inc., filed for bankruptcy and rejected the
lease relating to one of their three leases and ceased making rental payments to
the Partnership. The Partnership will not recognize any rental and earned income
from this Property until a new tenant for the Property is located, or until the
Property is sold and the proceeds from such a sale are reinvested in an
additional Property. As of March 11, 1999, the Partnership has continued
receiving rental payments relating to the two non-rejected leases. While the
tenants have not rejected or affirmed the remaining two leases, there can be no
assurance that some or all of the leases will not be rejected in the future. The
lost revenues resulting from the one lease that was rejected, as described
above, and the possible rejection of the remaining two leases could have an
adverse effect on the results of operations of the Partnership if the
Partnership is unable to re-lease these Properties in a timely manner. The
General Partners are currently seeking either new tenants or purchasers for the
rejected Property.
In addition, in February 1999, the Partnership entered into a joint venture
arrangement, Portsmouth Joint Venture, with an affiliate of the General
Partners, to purchase and hold one restaurant Property. The lease terms for this
Property are substantially the same as the Partnership's other leases as
described above, in the first three paragraphs of this section.
Major Tenants
During 1998, two lessees of the Partnership, Golden Corral Corporation and
Foodmaker, Inc., each contributed more than ten percent of the Partnership's
total rental income. As of December 31, 1998, Golden Corral Corporation and
Foodmaker, Inc. were each the lessee under leases relating to four restaurants.
It is anticipated that based on the minimum rental payments required by the
leases, that each of these lessees will continue to contribute more than ten
percent of the Partnership's total rental income in 1999. In addition, three
Restaurant Chains, Boston Market, Golden Corral Family Steakhouse Restaurants
("Golden Corral"), and Jack in the Box, each accounted for more than ten percent
of the Partnership's total rental income for 1998. During 1998, three tenants of
Boston Market properties filed for bankruptcy, as described above. In 1999, it
is anticipated that Golden Corral and Jack in the Box each will contribute more
than ten percent of the Partnership's rental income to which the Partnership is
entitled under the terms of the leases. Any failure of such lessees or
Restaurant Chains could materially adversely affect the Partnership's income if
the Partnership is unable to re-lease the Properties in a timely manner, as
described above. No single tenant or group of affiliated tenants lease
Properties with an aggregate carrying value in excess of 20 percent of the total
assets of the Partnership.
Joint Venture Arrangements
In August 1998, the Partnership entered into a joint venture arrangement,
Columbus Joint Venture, with CNL Income Fund XII, Ltd. and CNL Income Fund XVI,
Ltd., affiliates of the General Partners, to construct and hold one Property.
Each of the affiliates is a limited partnership organized pursuant to the laws
of the State of Florida. The joint venture arrangement provides for the
Partnership and its joint venture partners to share in all costs and benefits
associated in the joint venture in proportion to each partner's percentage
interest in the joint venture. The Partnership has a 39.93% interest in Columbus
Joint Venture. The Partnership and its joint venture partners are also jointly
and severally liable for all debts, obligations and other liabilities of the
joint venture.
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The joint venture has an initial term of 20 years and, after the expiration
of the initial term, continues in existence from year to year unless terminated
at the option of any of the joint venturers or by an event of dissolution.
Events of dissolution include the bankruptcy, insolvency or termination of any
joint venturer, sale of the Property owned by the joint venture and mutual
agreement of the Partnership and its joint venture partners to dissolve the
joint venture.
The Partnership shares management control equally with affiliates of the
General Partners for the joint venture. The joint venture agreement restricts
each venturer's ability to sell, transfer or assign its joint venture interest
without first offering it for sale to its joint venture partners, either upon
such terms and conditions as to which the venturers may agree or, in the event
the venturers cannot agree, on the same terms and conditions as any offer from a
third party to purchase such joint venture interest.
Net cash flow from operations of Columbus Joint Venture is distributed
39.93% to the Partnership and the balance is distributed to each of the joint
venture partners in accordance with its respective percentage interest in the
joint venture. Any liquidation proceeds, after paying joint venture debts and
liabilities and funding reserves for contingent liabilities, will be distributed
first to the joint venture partners with positive capital account balances in
proportion to such balances until such balances equal zero, and thereafter in
proportion to each joint venture partner's percentage interest in the joint
venture.
In addition, in February 1999, the Partnership entered into a joint venture
arrangement, Portsmouth Joint Venture, with CNL Income Fund XI, Ltd., an
affiliate of the General Partners, to purchase and hold one restaurant Property.
The joint venture agreement provides for the Partnership and its joint venture
partner to share in all costs and benefits associated with the joint venture in
proportion to each partner's percentage interest in the joint venture. The
Partnership owns 57.2% interest in the profits and losses of the joint venture.
The affiliate is a limited partnership organized pursuant to the laws of the
State of Florida.
The use of joint venture arrangements allows the Partnership to fully
invest its available funds at times at which it would not have sufficient funds
to purchase an additional property, or at times when a suitable opportunity to
purchase an additional property is not available. The use of joint venture
arrangements also provides the Partnership with increased diversification of its
portfolio among a greater number of properties.
Management Services
CNL Fund Advisors, Inc., an affiliate of the General Partners, provides
certain services relating to the management of the Partnership and its
Properties pursuant to a management agreement with the Partnership. Under this
agreement, CNL Fund Advisors, Inc. is responsible for collecting rental
payments, inspecting the Properties and the tenants' books and records,
assisting the Partnership in responding to tenant inquiries and notices and
providing information to the Partnership about the status of the leases and the
Properties. CNL Fund Advisors, Inc. also assists the General Partners in
negotiating the leases. For these services, the Partnership has agreed to pay
CNL Fund Advisors, Inc. an annual fee of one percent of the sum of gross rental
revenues from Properties wholly owned by the Partnership, plus the Partnership's
allocable share of gross revenues of joint ventures in which the Partnership is
a co-venturer, but not in excess of competitive fees for comparable services.
The management agreement continues until the Partnership no longer owns an
interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.
Employees
The Partnership has no employees. The officers of CNL Realty Corporation
and the officers and employees of CNL Fund Advisors, Inc. perform certain
services for the Partnership. In addition, the General Partners have available
to them the resources and expertise of the officers and employees of CNL Group,
Inc., a diversified real estate company, and its affiliates, who may also
perform certain services for the Partnership.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 17th day of
December, 1999.
CNL INCOME FUND XVIII, LTD.
By: CNL REALTY CORPORATION
General Partner
/s/ Robert A. Bourne
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ROBERT A. BOURNE, President
By: ROBERT A. BOURNE
General Partner
/s/ Robert A. Bourne
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ROBERT A. BOURNE
By: JAMES M. SENEFF, JR.
General Partner
/s/ James M. Seneff, Jr.
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JAMES M. SENEFF, JR.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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Signature Title Date
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/s/ Robert A. Bourne President, Treasurer and Director December 17, 1999
- ----------------------------------------- (Principal Financial and Accounting
Robert A. Bourne Officer)
/s/ James M. Seneff, Jr. Chief Executive Officer, Chairman and December 17, 1999
- ----------------------------------------- Director (Principal Executive Officer)
James M. Seneff, Jr.
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