FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 2004
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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
0-15666
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CNL Income Fund, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2666264
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ---------------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
----------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for 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 ____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes____ No X
CONTENTS
Page
Part I.
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 11
Item 4. Controls and Procedures 11
Part II.
Other Information 12-13
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2004 2003
------------------ ------------------
ASSETS
Real estate properties with operating leases, net $ 3,775,007 $ 3,835,891
Real estate held for sale -- 434,050
Investment in joint ventures 418,006 430,221
Cash and cash equivalents 652,309 325,603
Receivables, less allowance for doubtful
accounts of $5,340 in 2004 4,356 24,353
Accrued rental income 35,135 29,034
Other assets 8,896 3,552
------------------ ------------------
$ 4,893,709 $ 5,082,704
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 13,972 $ 2,652
Real estate taxes payable 8,835 3,700
Distributions payable 157,040 157,040
Due to related parties 205,308 173,369
Rents paid in advance and deposits 30,125 40,125
------------------ ------------------
Total liabilities 415,280 376,886
Partners' capital 4,478,429 4,705,818
------------------ ------------------
$ 4,893,709 $ 5,082,704
================== ==================
See accompanying notes to condensed financial statements.
1
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Revenues:
Rental income from operating leases $ 109,882 $ 123,359 $ 218,874 $ 247,105
Contingent rental income 1,362 387 6,115 2,486
Interest and other income 29 -- 64 226
-------------- --------------
111,273 123,746 225,053 249,817
-------------- -------------- -------------- --------------
Expenses:
General operating and administrative 41,161 31,086 83,306 69,568
Property related 8,740 789 9,185 1,667
State and other taxes -- -- 5,412 7,599
Depreciation and amortization 40,891 27,492 64,287 54,984
-------------- --------------
90,792 59,367 162,190 133,818
-------------- -------------- -------------- --------------
Income before equity in earnings of unconsolidated
joint ventures 20,481 64,379 62,863 115,999
Equity in earnings of unconsolidated joint ventures 11,943 12,071 23,828 24,182
-------------- -------------- -------------- --------------
Income from continuing operations 32,424 76,450 86,691 140,181
-------------- -------------- -------------- --------------
Discontinued operations:
Income from discontinued operations -- 10,681 -- 23,609
Loss on disposal of discontinued operations -- -- -- (1,392)
-------------- -------------- -------------- --------------
-- 10,681 -- 22,217
-------------- -------------- -------------- --------------
Net income $ 32,424 $ 87,131 $ 86,691 $ 162,398
============== ============== ============== ==============
Income per limited partner unit:
Continuing operations $ 1.08 $ 2.55 $ 2.89 $ 4.67
Discontinued operations -- 0.35 -- 0.74
-------------- -------------- -------------- --------------
$ 1.08 $ 2.90 $ 2.89 $ 5.41
============== ============== ============== ==============
Weighted average number of limited partner
units outstanding 30,000 30,000 30,000 30,000
============== ============== ============== ==============
See accompanying notes to condensed financial statements.
2
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2004 2003
------------------ ------------------
General partners:
Beginning balance $ 340,768 $ 340,768
Net income -- --
------------------ ------------------
340,768 340,768
------------------ ------------------
Limited partners:
Beginning balance 4,365,050 4,905,695
Net income 86,691 337,515
Distributions ($10.47 and $29.27 per
limited partner unit, respectively) (314,080) (878,160)
------------------ ------------------
4,137,661 4,365,050
------------------ ------------------
Total partners' capital $ 4,478,429 $ 4,705,818
================== ==================
See accompanying notes to condensed financial statements.
3
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2004 2003
--------------- ---------------
Net cash provided by operating activities $ 193,236 $ 235,341
--------------- ---------------
Cash flows from investing activities:
Proceeds from sale of assets 447,550 297,887
--------------- ---------------
Net cash provided by investing activities 447,550 297,887
--------------- ---------------
Cash flows from financing activities:
Distributions to limited partners (314,080) (568,383)
--------------- ---------------
Net cash used in financing activities (314,080) (568,383)
--------------- ---------------
Net increase (decrease) in cash and cash equivalents 326,706 (35,155)
Cash and cash equivalents at beginning of period 325,603 419,385
--------------- ---------------
Cash and cash equivalents at end of period $ 652,309 $ 384,230
=============== ===============
Supplemental schedule of non-cash investing and
financing activities:
Deferred real estate disposition fee incurred and
unpaid at end of period $ 13,500 $ 9,000
=============== ===============
Distributions declared and unpaid at end of
period $ 157,040 $ 157,040
=============== ===============
See accompanying notes to condensed financial statements.
4
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
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 the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2004 may not be
indicative of the results that may be expected for the year ending
December 31, 2004. Amounts as of December 31, 2003, 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, Ltd. (the "Partnership") for the year ended December 31,
2003.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. Application of FIN 46R is
required in financial statements of public entities that have interests
in variable interest entities for periods ending after March 15, 2004.
The Partnership adopted FIN 46R during the quarter ended March 31,
2004. The Partnership was not the primary beneficiary of a variable
interest entity at the time of adoption of FIN 46R, therefore the
adoption had no effect on the balance sheet, partners' capital or net
income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Discontinued Operations
During 2002, the Partnership identified for sale one property that was
classified as discontinued operations in the accompanying financial
statements. In January 2003, the Partnership sold the property in
Angleton, Texas resulting in a loss on disposal of discontinued
operations of approximately $1,400 during the six months ended June 30,
2003. The Partnership had recorded a provision for write-down of assets
in a previous year related to this property. During 2003, the
Partnership identified two additional Properties for sale. In February
2004, the Partnership sold the property in Oklahoma City, Oklahoma.
Because the Partnership recorded a provision for write-down of assets
in the previous year relating to this property, no gain or loss was
recognized on the sale. In June 2004, the contract for the sale of the
property in Camp Hill, Pennsylvania was terminated, and as a result,
the Partnership reclassified the assets from real estate held for sale
to real estate properties with operating leases. The Partnership
recorded $13,275 of depreciation expense during the quarter and six
months ended June 30, 2004 related to the period of time that the asset
was classified as real estate held for sale.
5
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
3. Discontinued Operations - Continued
The operating results of the discontinued operations for the properties
in Angleton, Texas and Oklahoma City, Oklahoma are as follows:
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Rental revenues $ -- $ 14,161 $ -- $ 30,569
Expenses -- (3,480) -- (6,960)
-------------- -------------- -------------- --------------
Income from discontinued
operations $ -- $ 10,681 $ -- $ 23,609
============== ============== ============== ==============
4. Concentration of Credit Risk
The following schedule presents total rental revenues from individual
lessees, each representing more than 10% of the Partnership's total
rental revenues (including the Partnership's share of total rental
revenues from the joint venture and the property held as
tenants-in-common with affiliates of the general partners) for each of
the six months ended June 30:
2004 2003
-------------- --------------
AJZ, Inc. $ 42,387 $ 42,387
Wendy's Old Fashioned Hamburgers
of New York, Inc. 41,056 41,056
Wen-Atlanta, Inc. 40,267 40,267
Darrin Cobb 28,180 N/A
The Ground Round, Inc. 25,643 44,261
In addition, the following schedule presents total rental revenues from
individual restaurant chains, each representing more than 10% of the
Partnership's total rental revenues (including the Partnership's share
of total rental revenues from the joint venture and the property held
as tenants-in-common with affiliates of the general partners) for each
of the six months ended June 30:
2004 2003
-------------- --------------
Wendy's Old Fashioned Hamburger
Restaurants $ 97,723 $ 138,531
A.J. Gators Restaurant 42,387 42,387
D.C. Sportsbar and Steakhouse
Restaurant 28,180 N/A
Ground Round 25,643 44,261
6
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
4. Concentration of Credit Risk - Continued
The information denoted by N/A indicates that for each period
presented, the tenant or chain did not represent more than 10% of the
Partnership's total rental revenues.
Although the properties have some geographic diversity in the United
States and the lessees operate a variety of restaurant concepts,
default by any lessee or restaurant chain contributing more than 10% of
the Partnership's revenues will significantly impact the results of
operations if the Partnership is not able to re-lease the properties in
a timely manner.
In February 2004, American Hospitality Concepts, Inc., the parent
company of The Ground Round, Inc., filed for Chapter 11 bankruptcy
protection, and rejected the lease relating to the property it leased
from the Partnership. The Partnership will not recognize any rental
income from the vacant property until a new tenant for the property is
located, or until the property is sold.
5. Related Party Transactions
An affiliate of the Partnership is 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 the
affiliate provides a substantial amount of services in connection with
the sale. However, if the net sales proceeds are reinvested in a
replacement property, no such real estate disposition fees will be
incurred until such replacement property is sold and the net sales
proceeds are distributed. The payment of the real estate disposition
fee is subordinated to receipt by the limited partners of their
aggregate 10% preferred return, plus their adjusted capital
contributions. During the six months ended June 30, 2004 and 2003, the
Partnership incurred deferred, subordinated real estate disposition
fees of $13,500 and $9,000, respectively, as a result of the sale of
one property during each period.
6. Subsequent Event
On August 9, 2004, the Partnership entered into a definitive Agreement
and Plan of Merger pursuant to which the Partnership will be merged
with a subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The
merger is one of multiple concurrent transactions pursuant to which 17
other affiliated limited partnerships also will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. and in which CNL
Restaurant Properties, Inc., an affiliate, also will be merged with
U.S. Restaurant Properties, Inc. CNL Restaurant Properties, Inc.
currently provides property management and other services to the
Partnership. The merger of the Partnership (and each of the 17 other
affiliated mergers) is subject to certain conditions including approval
by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as
measured by the value of the merger consideration) of all limited
partnerships, consummation of the merger between U. S. Restaurant
Properties, Inc. and CNL Restaurant Properties, Inc., approval of the
shareholders of U.S. Restaurant Properties, Inc., and availability of
financing. The transaction is expected to be consummated in the first
quarter of 2005.
Under the terms of the transaction, the limited partners will receive
total consideration of approximately $5.54 million, consisting of
approximately $4.63 million in cash and approximately $0.91 million in
U.S. Restaurant Properties, Inc. Series A Convertible Preferred Stock
that is listed on the New York Stock Exchange. The general partners
will receive total consideration of approximately $243,000 consisting
of approximately $203,000 in cash and approximately $40,000 in
preferred stock.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund, Ltd. (the "Partnership," which may be referred to as
"we," "us," or "our") is a Florida limited partnership that was organized on
November 26, 1985 to acquire for cash, either directly or through joint venture
and tenancy in common arrangements, both newly constructed and existing
restaurant properties, as well as land upon which restaurants were to be
constructed, which are leased primarily to operators of national and regional
fast-food restaurant chains (collectively, the "Properties"). The leases
generally are triple-net leases, with the lessees responsible for all repairs
and maintenance, property taxes, insurance and utilities. As of June 30, 2003
and 2004, we owned nine and eight Properties directly, respectively, one
Property indirectly through a joint venture arrangement and one Property
indirectly through a tenancy in common arrangement.
Capital Resources
For the six months ended June 30, 2004 and 2003, net cash provided by
operating activities was $193,236 and $235,341, respectively. The decrease in
cash from operating activities during the six months ended June 30, 2004, as
compared to the previous year, was a result of changes in income and expenses,
such as changes in rental revenues resulting from the sales of Properties and
changes in operating and property related expenses.
During the six months ended June 30, 2004, we sold the Property in
Oklahoma City, Oklahoma to the tenant and received net sales proceeds of
approximately $447,600. Because we recorded a provision for write-down of assets
in the previous year relating to this Property, no gain or loss was recognized
on the sale. In connection with the sale, we incurred a deferred, subordinated
disposition fee of $13,500. Payment of the real estate disposition fee is
subordinated to the receipt by the limited partners of their aggregate,
cumulative 10% Preferred Return, plus their adjusted capital contributions. The
general partners intend to distribute the net sales proceeds to the limited
partners or use the proceeds to meet working capital needs.
At June 30, 2004, we had $652,309 in cash and cash equivalents, as
compared to $325,603 at December 31, 2003. At June 30, 2004, these funds were
held in a demand deposit account at a commercial bank. The increase at June 30,
2004 was primarily the result of holding the net sales proceeds received from
the sale of the Property in Oklahoma City, Oklahoma. The funds remaining at June
30, 2004, after payment of distributions and other liabilities, will be used to
meet our working capital needs.
Short-Term Liquidity
Our investment strategy of acquiring Properties for cash and leasing
them under triple-net leases to operators who generally meet specified financial
standards minimizes our operating expenses. The general partners believe that
the leases will continue to generate cash flow in excess of operating expenses.
Our short-term liquidity requirements consist primarily of our
operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions or loans if they deem it appropriate in
connection with our operations.
We generally distribute cash from operations remaining after the
payment of operating expenses to the extent the general partners determine that
such funds are available for distribution. Based on current cash from operations
and net proceeds from the sale of a Property in 2003, we declared distributions
to limited partners of $314,080 and $564,080 for the six months ended June 30,
2004 and 2003, respectively, ($157,040 for each of the quarters ended June 30,
2004 and 2003). This represents distributions of $10.47 and $18.80 per unit for
the six months ended June 30, 2004 and 2003, respectively, ($5.23 per unit for
each applicable quarter). The distribution for the six months ended June 30,
2003, included $250,000 of net sales proceeds from the 2003 sale of the Property
in Angleton, Texas. The special distribution in 2003 was effectively a return of
a portion of the limited partners' investment, although in accordance with the
Partnership agreement, it was applied to the limited partners' unpaid cumulative
10% Preferred Return. As a result of the sales of the Properties in previous
8
years and the current year, our total revenues have declined and are expected to
remain reduced in subsequent periods, while the majority of our operating
expenses remained and are expected to remain fixed. Due to these sales and to
current and anticipated future cash from operations, distributions of net cash
flow were adjusted commencing during the quarter ended March 31, 2003. No
distributions were made to the general partners for the six months ended June
30, 2004 and 2003. We intend to continue to make distributions of cash to the
limited partners on a quarterly basis.
Total liabilities, including distributions payable, were $415,280 at
June 30, 2004, as compared to $376,886 at December 31, 2003. The increase was
primarily due to an increase in accounts payable and accrued expenses and
amounts due to related parties. The increase was partially offset by a decrease
in rents paid in advance and deposits. The general partners believe that we have
sufficient cash on hand to meet our current working capital needs.
Long-Term Liquidity
We have no long-term debt or other long-term liquidity requirements.
Results of Operations
Rental revenues from continuing operations were $218,874 during the six
months ended June 30, 2004, as compared to $247,105 during the same period of
2003, $109,882 and $123,359 of which were earned during the second quarters of
2004 and 2003, respectively. The decrease in rental revenues from continuing
operations was a result of the fact that in February 2004, American Hospitality
Concepts, Inc., the parent company of The Ground Round, Inc., filed for Chapter
11 bankruptcy protection. As a result, we stopped recording rental revenues
relating to the one lease The Ground Round, Inc. had with us. In April 2004, the
tenant rejected the lease. The lost revenues will continue to have an adverse
effect on the results of our operations if we are not able to re-lease or sell
the Property in a timely manner.
We earned $6,115 in contingent rental income for the six months ended
June 30, 2004, as compared to $2,486 for the same period of 2003, $1,362 and
$387 of which were earned during the quarters ended June 30, 2004 and 2003,
respectively. The increase in contingent rental income during 2004 was due to an
increase in gross sales of certain restaurant Properties, the leases of which
require the payment of contingent rent.
We earned $23,828 attributable to net income earned by unconsolidated
joint ventures during the six months ended June 30, 2004, as compared to $24,182
during the same period of 2003, $11,943 and $12,071 of which were earned during
the quarters ended June 30, 2004 and 2003, respectively. Net income earned by
unconsolidated joint ventures during 2004, as compared to the same period of
2003, remained relatively constant, as the leased property portfolio did not
change.
In October 2003, Chevy's, Inc., the tenant of the Property in
Vancouver, Washington, which we own as tenants-in-common with affiliates of the
general partners, filed for Chapter 11 bankruptcy protection. We own a 12.17%
interest in this Property. While the tenant has neither rejected nor affirmed
the one lease it has with us, there can be no assurance that the lease will not
be rejected in the future. The lost revenues that would result if the tenant
were to reject this lease will have an adverse effect on the equity in earnings
of unconsolidated joint ventures if the tenancy in common is not able to
re-lease the Property in a timely manner.
During the six months ended June 30, 2004, five of our lessees, AJZ,
Inc., Wendy's Old Fashioned Hamburgers of New York, Inc., Wen-Atlanta, Inc.,
Darrin Cobb, and The Ground Round, Inc. each contributed more than 10% of our
total rental revenues (including our share of total rental revenues from the
Property owned by a joint venture and a Property owned with affiliates of the
general partners as tenants-in-common). In February 2004, the parent company of
The Ground Round, Inc. filed for bankruptcy, as described above. We anticipate
that based on the minimum rental payments required by the leases, four of these
lessees will each continue to contribute more than 10% of our total rental
revenues. In addition, during the six months ended June 30, 2004, four
restaurant chains, Wendy's Old Fashioned Hamburger Restaurants, A.J. Gators
Restaurant, D.C. Sportsbar and Steakhouse Restaurant and Ground Round, each
accounted for more than 10% of our total rental revenues (including our share of
total rental revenues from the Property owned by a joint venture and a Property
owned with affiliates as tenants-in-common). We anticipate that three of these
restaurant chains will each continue to account for more than 10% of the total
rental revenues to which we are entitled under the terms of the leases. Any
failure of these lessees or restaurant chains will materially affect our
operating results if we are not able to re-lease the Properties in a timely
manner.
9
Operating expenses, including depreciation and amortization expense,
were $162,190 during the six months ended June 30, 2004, as compared to $133,818
during the same period of 2003, $90,792 and $59,367 of which were incurred
during the quarters ended June 30, 2004 and 2003, respectively. The increase in
operating expenses during the quarter and six months ended June 30, 2004, was
primarily the result of incurring additional general operating and
administrative expenses, including legal fees. In June 2004, the contract for
the sale of our Property in Camp Hill, Pennsylvania was terminated. Therefore,
the increase in operating expenses during 2004 was also attributable to an
increase in depreciation expense of $10,325 and $5,900 during the quarter and
six months ended June 30, 2004, respectively, related to this Property as a
result of the reclassification of the related assets from real estate held for
sale to real estate properties with operating leases, and property related
expenses such as insurance, repairs and maintenance, legal fees and real estate
taxes relating to this vacant Property, as described above. We will continue to
incur these expenses until we are able to re-lease or sell the Property.
We recognized income from discontinued operations (rental revenues less
property related expenses) of $10,681 and $23,609, respectively, during the
quarter and six months ended June 30, 2003, relating to the Properties in
Angleton, Texas and Oklahoma City, Oklahoma. We sold the Property in Angleton,
Texas in January 2003 and recognized a loss on disposal of discontinued
operations of approximately $1,400. We sold the Property in Oklahoma City,
Oklahoma in February 2004. Because we had recorded a provision for write-down of
assets in 2003, no gain or loss was recognized on the disposal of discontinued
operations.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. Application of FIN 46R is required in financial statements of
public entities that have interests in variable interest entities for periods
ending after March 15, 2004. We adopted FIN 46R during the quarter ended March
31, 2004. We were not the primary beneficiary of a variable interest entity at
the time of adoption of FIN 46R, therefore the adoption had no effect on the
balance sheet, partners' capital or net income.
The general partners believe their primary objective is to maintain
current operations with restaurant operators as successfully as possible, while
evaluating strategic alternatives, including alternatives that may provide
liquidity to the limited partners. Real estate markets are strong throughout
much of the nation, and the performance of restaurants has generally improved
after several challenging years. As a result, the general partners believe that
this is an attractive period for a strategic event to monetize the interests of
the limited partners.
In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement and Plan of Merger pursuant to which we will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent transactions pursuant to which 17 other affiliated limited
partnerships also will be merged with a subsidiary of U.S. Restaurant
Properties, Inc. and in which CNL Restaurant Properties, Inc., an affiliate,
also will be merged with U.S. Restaurant Properties, Inc. Our merger (and each
of the 17 other affiliated mergers) is subject to certain conditions including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by the value of the merger consideration) of all limited partnerships,
consummation of the merger between U. S. Restaurant Properties, Inc. and CNL
Restaurant Properties, Inc., approval of the shareholders of U.S. Restaurant
Properties, Inc., and availability of financing. U.S. Restaurant Properties,
Inc. is a real estate investment trust (REIT) that focuses primarily on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.
Under the terms of the transaction, our limited partners will receive
total consideration of approximately $5.54 million, consisting of approximately
$4.63 million in cash and approximately $0.91 million in U.S. Restaurant
Properties, Inc. Series A Convertible Preferred Stock that is listed on the New
York Stock Exchange. The general partners will receive total consideration of
approximately $243,000 consisting of approximately $203,000 in cash and
approximately $40,000 in preferred stock.
We received an opinion from Wachovia Capital Markets, LLC that as of
August 9, 2004 the merger consideration to be received by the holders of our
general and limited partnership interests is fair, from a financial point of
view, to such holders.
10
As reflected above, the contemplated transactions are complex, and
contingent upon certain conditions. The restaurant marketplace, the real estate
industry, and the equities markets, all individually or taken as a whole, could
impact the economics of this transaction. As a result, there is no assurance
that we will be successful in completing the contemplated transaction.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in our
filings under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. The principal executive and financial
officers of the corporate general partner have evaluated our disclosure controls
and procedures as of the end of the period covered by this Quarterly Report on
Form 10-Q and have determined that such disclosure controls and procedures are
effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
-----------------
Item 2. Changes in Securities. Inapplicable.
---------------------
Item 3. Defaults upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
---------------------------------------------------
Item 5. Other Information. Inapplicable.
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Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund, Ltd.,
as amended. (Included as Exhibit 3.1 to Amendment No. 1 to
Registration Statement No. 33-2850 on Form S-11 and
incorporated herein by reference.)
3.2 Amended and Restated Certificate and Agreement of Limited
Partnership of CNL Income Fund, Ltd. (Included as Exhibit 3.2
to Form 10-K filed with the Securities and Exchange
Commission on March 27, 1998, and incorporated herein by
reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund, Ltd.,
as amended. (Included as Exhibit 4.1 to Amendment No. 1 to
Registration Statement No. 33-2850 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Certificate and Agreement of Limited
Partnership of CNL Income Fund, Ltd. (Included as Exhibit 3.2
to Form 10-K filed with the Securities and Exchange
Commission on March 27, 1998, and incorporated herein by
reference.)
10.1 Property Management Agreement between CNL Income Fund, Ltd.
and CNL Investment Company. (Included as Exhibit 10.1 to Form
10-K filed with the Securities and Exchange Commission on
March 27, 1998, and incorporated herein by reference.)
10.2 Assignment of Property Management Agreement from CNL
Investment Company to CNL Income Fund Advisors, Inc.
(Included as Exhibit 10.2 to Form 10-K filed with the
Securities and Exchange Commission on March 30, 1995, and
incorporated herein by reference.)
10.3 Assignment of Property Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc. (Included as
Exhibit 10.3 to Form 10-K filed with the Securities and
Exchange Commission on March 29, 1996, and incorporated
herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund Advisors,
Inc. to CNL APF Partners, LP. (Included as Exhibit 10.4 to
Form 10-Q filed with the Securities and Exchange Commission
on August 9, 2001, and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF Partners, LP
to CNL Restaurants XVIII, Inc. (Included as Exhibit 10.5 to
Form 10-Q filed with the Securities and Exchange Commission
on August 13, 2002, and incorporated herein by reference.)
12
31.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
31.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
32.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 2004.
13
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 9th day of August 2004.
CNL INCOME FUND, LTD.
By: CNL REALTY CORPORATION
General Partner
By: /s/ James M. Seneff, Jr.
-----------------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
-----------------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund, Ltd.,
as amended. (Included as Exhibit 3.1 to Amendment No. 1 to
Registration Statement No. 33-2850 on Form S-11 and
incorporated herein by reference.)
3.2 Amended and Restated Certificate and Agreement of Limited
Partnership of CNL Income Fund, Ltd. (Included as Exhibit 3.2
to Form 10-K filed with the Securities and Exchange
Commission on March 27, 1998, and incorporated herein by
reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund, Ltd.,
as amended. (Included as Exhibit 4.1 to Amendment No. 1 to
Registration Statement No. 33-2850 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Certificate and Agreement of Limited
Partnership of CNL Income Fund, Ltd. (Included as Exhibit 3.2
to Form 10-K filed with the Securities and Exchange
Commission on March 27, 1998, and incorporated herein by
reference.)
10.1 Property Management Agreement between CNL Income Fund, Ltd.
and CNL Investment Company. (Included as Exhibit 10.1 to Form
10-K filed with the Securities and Exchange Commission on
March 27, 1998, and incorporated herein by reference.)
10.2 Assignment of Property Management Agreement from CNL
Investment Company to CNL Income Fund Advisors, Inc.
(Included as Exhibit 10.2 to Form 10-K filed with the
Securities and Exchange Commission on March 30, 1995, and
incorporated herein by reference.)
10.3 Assignment of Property Management Agreement from CNL Income
Fund Advisors, Inc. to CNL Fund Advisors, Inc. (Included as
Exhibit 10.3 to Form 10-K filed with the Securities and
Exchange Commission on March 29, 1996, and incorporated
herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund Advisors,
Inc. to CNL APF Partners, LP. (Included as Exhibit 10.4 to
Form 10-Q filed with the Securities and Exchange Commission
on August 11, 2001, and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF Partners, LP
to CNL Restaurants XVIII, Inc. (Included as Exhibit 10.5 to
Form 10-Q filed with the Securities and Exchange Commission
on August 13, 2002, and incorporated herein reference.)
31.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
31.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
32.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(Filed herewith.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2