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
- --------------------------------------------------------------------------------
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
0-16824
---------------------------------------
CNL Income Fund II, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2733859
- ------------------------------- ----------------------------------
(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 5-8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-11
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 12
Item 4. Controls and Procedures 12
Part II.
Other Information 13-14
CNL INCOME FUND II, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2004 2003
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 5,919,690 $ 6,001,896
Real estate held for sale 510,305 563,242
Investment in joint ventures 3,218,837 3,621,892
Cash and cash equivalents 1,391,652 922,370
Certificate of deposit 60,174 60,483
Receivables, less allowance for doubtful
accounts of $13,644 and $28,888, respectively 458 38,192
Accrued rental income 184,907 185,490
Other assets 8,581 6,537
------------------- -------------------
$ 11,294,604 $ 11,400,102
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 81,905 $ 71,534
Real estate taxes payable 18,245 21,680
Distributions payable 334,380 459,380
Due to related parties 202,024 197,248
Rents paid in advance and deposits 74,036 84,961
------------------- -------------------
Total liabilities 710,590 834,803
Partners' capital 10,584,014 10,565,299
------------------- -------------------
$ 11,294,604 $ 11,400,102
=================== ===================
See accompanying notes to condensed financial statements.
1
CNL INCOME FUND II, 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 $ 226,395 $ 227,308 $ 455,143 $ 453,897
Contingent rental income -- 11,070 9,062 13,326
Interest and other income 186 2,148 858 3,011
------------- ------------- ------------- -------------
226,581 240,526 465,063 470,234
------------- ------------- ------------- -------------
Expenses:
General operating and administrative 58,421 43,607 124,537 101,425
Property related 3,147 1,675 3,269 4,705
State and other taxes 767 2,112 18,401 8,275
Depreciation and amortization 43,156 41,232 84,697 82,464
------------- ------------- ------------- -------------
105,491 88,626 230,904 196,869
------------- ------------- ------------- -------------
Income before equity in earnings of
unconsolidated joint ventures 121,090 151,900 234,159 273,365
Equity in earnings of unconsolidated joint
ventures 407,468 52,157 500,981 140,713
------------- ------------- ------------- --------------
Income from continuing operations 528,558 204,057 735,140 414,078
------------- ------------- ------------- --------------
Discontinued operations:
Income (loss) from discontinued operations (53,430) 17,411 (47,665) 29,184
------------- ------------- ------------- --------------
Net income $ 475,128 $ 221,468 $ 687,475 $ 443,262
============= ============= ============= ==============
Income (loss) per limited partner unit:
Continuing operations $ 10.57 $ 4.08 $ 14.70 $ 8.28
Discontinued operations (1.07) 0.35 (0.95) 0.59
------------- ------------- ------------- --------------
$ 9.50 $ 4.43 $ 13.75 $ 8.87
============= ============= ============= ==============
Weighted average number of limited partner
units outstanding 50,000 50,000 50,000 50,000
============= ============= ============= ==============
See accompanying notes to condensed financial statements.
2
CNL INCOME FUND II, 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 $ 405,788 $ 405,788
Net income -- --
-------------------- --------------------
405,788 405,788
-------------------- --------------------
Limited partners:
Beginning balance 10,159,511 10,642,841
Net income 687,475 979,190
Distributions ($13.38 and $29.25 per
limited partner unit, respectively) (668,760) (1,462,520)
-------------------- --------------------
10,178,226 10,159,511
-------------------- --------------------
Total partners' capital $ 10,584,014 $ 10,565,299
==================== ====================
See accompanying notes to condensed financial statements.
3
CNL INCOME FUND II, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2004 2003
--------------- --------------
Net cash provided by operating activities $ 591,850 $ 659,209
--------------- --------------
Cash flows from investing activities:
Liquidating distribution from joint venture 671,192 --
--------------- --------------
Net cash provided by investing activities 671,192 --
--------------- --------------
Cash flows from financing activities:
Distributions to limited partners (793,760) (1,168,760)
--------------- --------------
Net cash used in financing activities (793,760) (1,168,760)
--------------- --------------
Net increase (decrease) in cash and cash equivalents 469,282 (509,551)
Cash and cash equivalents at beginning of period 922,370 1,193,910
--------------- --------------
Cash and cash equivalents at end of period $ 1,391,652 $ 684,359
=============== ==============
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of period $ 334,380 $ 334,380
=============== ==============
See accompanying notes to condensed financial statements.
4
CNL INCOME FUND II, 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 II, 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, partner's 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. Investment in Joint Ventures
In April 2004, Holland Joint Venture, in which the Partnership owned a
49% interest, entered into an agreement with a third party to sell its
property in Holland, Michigan. In June 2004, the joint venture sold
this property, which resulted in a gain on disposal of discontinued
operations of approximately $638,900. As a result of the sale of the
property, the joint venture was dissolved and the Partnership received
approximately $671,200 representing its pro-rata share of the
liquidating distribution from the joint venture. The financial results
for this property, along with the property previously owned by Show Low
Joint Venture, are reflected as discontinued operations in the
combined, condensed financial information presented below.
Kirkman Road Joint Venture owns one property. In addition, the
Partnership and affiliates as tenants-in-common in six separate tenancy
in common arrangements each own one property.
The following presents the combined, condensed financial information
for the joint ventures and the properties held as tenants-in-common
with affiliates at:
5
CNL INCOME FUND II, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
3. Investment in Joint Ventures - Continued
June 30, December 31,
2004 2003
---------------- ----------------
Real estate properties with operating $ 5,955,085 $ 6,024,001
leases, net
Net investment in direct financing
leases 2,138,674 2,151,112
Real estate held for sale -- 768,120
Cash 28,414 115,927
Receivables 725 --
Accrued rental income 421,334 403,513
Liabilities 22,075 66,581
Partners' capital 8,522,157 9,396,092
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Revenues $ 256,287 $ 258,231 $ 512,431 $ 517,476
Expenses (37,984) (37,475) (76,065) (74,446)
-------------- -------------- -------------- --------------
Income from continuing operations 218,303 220,756 436,366 443,030
-------------- -------------- -------------- --------------
Discontinued operations:
Revenues 24,456 30,062 54,518 60,714
Expenses -- (17,644) (6,965) (34,979)
Provision for write-down of assets -- (55,500) -- (55,500)
Gain on disposal of discontinued
operations 638,919 -- 638,919 --
-------------- -------------- -------------- --------------
663,375 (43,082) 686,472 (29,765)
-------------- -------------- -------------- --------------
Net income $ 881,678 $ 177,674 $ 1,122,838 $ 413,265
============== ============== ============== ==============
The Partnership recognized income of $500,981 and $140,713 during the
six months ended June 30, 2004 and 2003, respectively, $407,468 and
$52,157 of which were earned during the second quarters of 2004 and
2003, respectively, from these joint ventures and tenants-in-common
arrangements.
4. Discontinued Operations
In June 2004, the Partnership identified for sale the property in
Nederland, Texas and reclassified the asset to real estate held for
sale. During the quarter and six months ended June 30, 2004, the
Partnership recorded a provision for the write-down of assets in
anticipation of the sale of this property. The provision represented
the difference between the carrying value of the property and its
estimated fair value.
6
CNL INCOME FUND II, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
4. Discontinued Operations - Continued
The following presents the operating results of the discontinued
operations for this property.
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Rental revenues $ -- $ 21,896 $ 11,075 $ 43,791
Expenses (9,169) (4,485) (14,479) (14,607)
Provision for write-down of assets (44,261) -- (44,261) --
-------------- -------------- -------------- --------------
Income (loss) from discontinued
operations $ (53,430) $ 17,411 $ (47,665) $ 29,184
============== ============== ============== ==============
5. Concentration of Credit Risk
The following schedule presents total rental revenues from individual
lessees, each representing more than ten percent of total rental
revenues (including the Partnership's share of total rental revenues
from the unconsolidated joint ventures and the properties held as
tenants-in-common with affiliates of the general partners), for each of
the periods ended June 30:
2004 2003
-------------- --------------
Wend Vail Partnership, Ltd. $ 75,000 $ 75,000
In addition, the following schedule presents total rental revenues from
individual restaurant chains, each representing more than ten percent
of total rental revenues (including the Partnership's share of total
rental revenues from the unconsolidated joint ventures and the
properties held as tenants-in-common with affiliates of the general
partners), for each of the periods ended June 30:
2004 2003
-------------- --------------
Wendy's Old Fashioned
Hamburger Restaurants $ 106,571 $ 106,596
Golden Corral
Buffet and Grill N/A 79,669
The information denoted by N/A indicates that for each period
presented, the chain did not represent more than ten percent of the
Partnership's total rental revenues.
Although the properties have some geographical diversity in the United
States and the lessees operate a variety of restaurant concepts,
default by any of these lessees or restaurant chains could
significantly impact the results of operations if the Partnership is
not able to re-lease the properties in a timely manner.
7
CNL INCOME FUND II, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2004 and 2003
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 $14.62 million, consisting of
approximately $12.23 million in cash and approximately $2.39 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 $331,000 consisting
of approximately $277,000 in cash and approximately $54,000 in
preferred stock.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CNL Income Fund II, Ltd. (the "Partnership," which may be referred to
as "we," "us," or "our") is a Florida limited partnership that was organized on
November 13, 1986 to acquire for cash, either directly or through joint venture
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. We owned 17 Properties directly as of June 30, 2004 and
2003. We also owned seven and nine Properties indirectly through joint venture
or tenancy in common arrangements as of June 30, 2004 and 2003, respectively.
Capital Resources
Net cash provided by operating activities was $591,850 and $659,209 for
the six months ended June 30, 2004 and 2003, respectively. The decrease in net
cash provided by operating activities during the six months ended June 30, 2004,
was a result of changes in our working capital, such as the timing of
transactions relating to the collection of receivables and the payment of
expenses, and changes in income and expenses, such as changes in rental revenues
and changes in operating and property related expenses.
In June 2004, Holland Joint Venture, in which we owned a 49% interest,
sold the Property in Holland, Michigan and received net sales proceeds of
approximately $1,399,600, resulting in a gain on disposal of discontinued
operations of approximately $638,900. As a result of the sale of the Property,
the joint venture was dissolved and we received approximately $671,200
representing our pro-rata share of the liquidating distribution from the joint
venture. We intend to use the liquidation proceeds to pay liabilities.
At June 30, 2004, we had $1,391,652 in cash and cash equivalents, as
compared to $922,370 at December 31, 2003. At June 30, 2004, these funds were
held in a demand deposit account at a commercial bank. The increase was
primarily a result of holding the liquidation proceeds from the dissolution of
Holland Joint Venture. The funds remaining at June 30, 2004, after the 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 generate net 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 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 that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future cash from operations, we declared distributions to limited partners of
$668,760 for the six months ended June 30, 2004 and 2003 ($334,380 for the
quarters ended June 30, 2004 and 2003). This represents distributions of $13.38
per unit for each of the six months ended June 30, 2004 and 2003 ($6.69 for each
applicable quarter). As a result of the sales of Properties in prior years, our
total revenues have declined and are expected to remain reduced in subsequent
periods, while the majority of our operating expenses have remained and are
expected to remain fixed. Due to the sales of Properties, and due to current and
anticipated cash from operations, distributions of net cash flow have been
adjusted during the quarters ended September 30 and December 31, 2002. No
distributions were made to the general partners for the quarters and six months
ended June 30, 2004 and 2003. No amounts distributed to the limited partners for
the six months ended June 30, 2004 and 2003 are required to be or have been
treated as a return of capital for purposes of calculating the limited partners'
return on their adjusted capital contributions. We intend to continue to make
distributions of cash to the limited partners on a quarterly basis.
9
Total liabilities, including distributions payable, were $710,590 at
June 30, 2004 as compared to $834,803 at December 31, 2003. The decrease was
primarily a result of paying a special distribution to the limited partners that
had been declared at December 31, 2003 as well as a decrease in rents paid in
advance and deposits. The decrease was partially offset by an increase in
accounts payable and accrued expenses. 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 $455,143 for the six
months ended June 30, 2004 as compared to $453,897 in the same period in 2003,
$226,395 and $227,308 of which were earned during the second quarters of 2004
and 2003, respectively. Rental revenues from continuing operations remained
relatively constant because the changes in the leased Property portfolio related
to the Property accounted for as discontinued operations.
We earned $9,062 in contingent rental income during the six months
ended June 30, 2004, as compared to $13,326 during the same period of 2003,
$11,070 of which was earned during the second quarter of 2003. The decrease in
contingent rental income during 2004 was due to a decrease in reported gross
sales of the restaurants with leases that require the payment of contingent
rents.
We earned $500,981 attributable to net income earned by unconsolidated
joint ventures during the six months ended June 30, 2004, as compared to
$140,713 during the same period of 2003, $407,468 and $52,157 of which were
earned during the second quarters of 2004 and 2003, respectively. The increase
in net income earned by unconsolidated joint ventures was primarily due to the
gain of approximately $638,900 on the sale of the Property owned by Holland
Joint Venture in June 2004, in which we owned a 49% interest. As a result of
this sale, the Joint Venture was dissolved in the same month. The increase, in
2004 as compared to 2003, was partially offset by a provision for write-down of
assets of $55,500 recorded by Show Low Joint Venture, in which we owned a 64%
interest.
During the six months ended June 30, 2004, one of our lessees, Wend
Vail Partnership, Ltd., contributed more than 10% of our total rental revenues
(including our share of total rental revenues from the Properties owned by the
unconsolidated joint ventures and Properties owned with affiliates of the
general partners as tenants-in-common). It is anticipated that based on the
minimum annual rental payments required by the lease, this lessee will continue
to contribute more than 10% of our total rental revenues. In addition, during
the six months ended June 30, 2004, one restaurant chain, Wendy's Old Fashioned
Hamburger Restaurants accounted for more than 10% of our total rental revenues
(including our share of total rental revenues from the Properties owned by the
unconsolidated joint ventures and Properties owned with affiliates of the
general partners as tenants-in-common). It is anticipated that this restaurant
chain will continue to account for more than 10% of the total rental revenues to
which we are entitled under the terms of its lease. Any failure of this lessee
or this restaurant chain will materially affect our operating results if we are
not able to re-lease the Properties in a timely manner.
Operating expenses, including depreciation and amortization expense,
were $230,904 during the six months ended June 30, 2004, as compared to $196,869
during the same period of 2003, $105,491 and $88,626 of which were incurred
during the second quarters of 2004 and 2003, respectively. Operating expenses
were higher during the quarter and six months ended June 30, 2004, as compared
to the same periods in 2003, because we incurred additional general operating
and administrative expenses, including legal fees. The increase in operating
expenses during the six months ended June 30, 2004, was also due to an increase
in the amount of state tax expense relating to several states in which we
conduct business.
We recognized income from discontinued operations (rental revenues less
property related expenses) of $17,411 and $29,184 during the quarter and six
months ended June 30, 2003, respectively, and losses from discontinued
10
operations of $53,430 and $47,665 for the quarter and six months ended June 30,
2004, respectively, relating to the vacant Property in Nederland, Texas. During
the quarter and six months ended June 30, 2004, we recorded a provision for
write-down of assets of approximately $44,300 in anticipation of the sale of
this Property. The provision represented the difference between the carrying
value of the Property and the estimated fair value. As of August 9, 2004, the
sale of this Property had not occurred.
In June 2004, Holland Joint Venture, in which we owned a 49% interest,
sold its Property in Holland, Michigan, as described above. The financial
results relating to this Property were classified as Discontinued Operations in
the combined, condensed financial information for the unconsolidated joint
ventures and the properties held as tenants-in-common with affiliates reported
in the footnotes to the accompanying financial statements. Our pro-rata shares
of these amounts were included in equity in earnings of the unconsolidated joint
ventures in the accompanying financial statements.
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, partner's 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 $14.62 million, consisting of approximately
$12.23 million in cash and approximately $2.39 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 $331,000 consisting of approximately $277,000 in cash and
approximately $54,000 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.
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.
11
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.
12
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.
-----------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund
II, Ltd. (Included as Exhibit 3.1 to Amendment No. 1 to
Registration Statement No. 33-10351 on Form S-11 and
incorporated herein by reference.)
3.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund II, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with the
Securities and Exchange Commission on April 2, 1993, and
incorporated herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund
II, Ltd. (Included as Exhibit 4.1 to Amendment No. 1 to
Registration Statement No. 33-10351 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund II, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with the
Securities and Exchange Commission on April 2, 1993, and
incorporated herein by reference.)
10.1 Property Management Agreement (Included as Exhibit 10.1
to Form 10-K filed with the Securities and Exchange
Commission on April 2, 1993, 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 April 1, 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 13, 2001, and incorporated
herein be 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 14, 2002, and incorporated
herein by reference.)
13
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.
14
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 II, 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
II, Ltd. (Included as Exhibit 3.1 to Amendment No. 1 to
Registration Statement No. 33-10351 on Form S-11 and
incorporated herein by reference.)
3.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund II, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with the
Securities and Exchange Commission on April 2, 1993, and
incorporated herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund
II, Ltd. (Included as Exhibit 4.1 to Amendment No. 1 to
Registration Statement No. 33-10351 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund II, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with the
Securities and Exchange Commission on April 2, 1993, and
incorporated herein by reference.)
10.1 Property Management Agreement (Included as Exhibit 10.1
to Form 10-K filed with the Securities and Exchange
Commission on April 2, 1993, 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 April 1, 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 13, 2001, and incorporated
herein be 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 14, 2002, and incorporated
herein by 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