UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(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, 2002
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 0-16850
CNL INCOME FUND III, LTD.
(Exact name of registrant as specified in its charter)
Florida 59-2809460
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
450 South Orange Avenue
Orlando, Florida 32801-3336
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (407) 540-2000
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 partnership interest ($500 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
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]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2): Yes___ No X
Aggregate market value of the voting stock held by nonaffiliates of the
registrant: The registrant registered an offering of 50,000 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 $500 per Unit.
DOCUMENTS INCORPORATED BY REFERENCE:
None
PART I
Item 1. Business
CNL Income Fund III, Ltd. (the "Registrant" or the "Partnership") is a
limited partnership which was organized pursuant to the laws of the State of
Florida on June 1, 1987. 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 August 10, 1987, the Partnership offered
for sale up to $25,000,000 in limited partnership interests (the "Units")
(50,000 Units at $500 per Unit) pursuant to a registration statement on Form
S-11 under the Securities Act of 1933, as amended. The offering terminated on
April 29, 1988, as of which date the maximum offering proceeds of $25,000,000
had been received from investors who were admitted to the Partnership as limited
partners (the "Limited Partners").
The Partnership was organized primarily 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 selected national and regional fast-food restaurant
chains (the "Restaurant Chains"). Net proceeds to the Partnership from its
offering of Units, after deduction of organizational and offering expenses,
totalled $22,125,102, and were used to acquire 32 Properties, including
interests in two Properties owned by joint ventures in which the Partnership is
a co-venturer.
As of December 31, 1999, the Partnership owned 21 Properties directly
and seven Properties indirectly through joint venture or tenancy-in-common
arrangements. During 2000, the Partnership sold its Property in Plant City,
Florida. During 2001, the Partnership sold its Properties in Schererville,
Indiana and Washington, Illinois. During 2002, Titusville Joint Venture, in
which the Partnership owned a 73.4% interest, sold its Property and the
Partnership and the joint venture partner liquidated the joint venture. In
addition, during 2002, the Partnership sold its Properties in Montgomery,
Alabama; Altus, Oklahoma; and Canton Township, Michigan. As of December 31,
2002, the Partnership owned 15 Properties directly and six Properties indirectly
through joint venture or tenancy-in-common arrangements. In February 2003, the
Partnership sold its Property in Fayetteville, North Carolina. Generally, the
Properties are leased on a triple-net basis with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities.
The Partnership holds 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 consider factors such as potential capital
appreciation, net cash flow and federal income tax considerations. Certain
lessees 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 or
joint venture purchase options granted to certain lessees.
Leases
Although there are variations in the specific terms of the leases, the
following is a summarized description of the general structure of the
Partnership's leases. The leases of the Properties owned by the Partnership and
joint ventures in which the Partnership is a co-venturer provide for initial
terms ranging from 3 to 20 years (the average being 17 years), and expire
between 2006 and 2019. Generally, leases are on a triple-net basis, with the
lessees responsible for all repairs and maintenance, property taxes, insurance
and utilities. The leases of the Properties generally provide for minimum base
annual rental payments (payable in monthly installments) ranging from
approximately $23,000 to $191,900. The majority of the leases provide for
percentage rent, based on sales in excess of a specified amount, to be paid
annually. In addition, some leases provide for increases in the annual base rent
during the lease term.
Generally, the leases of the Properties provide for two to four
five-year renewal options subject to the same terms and conditions as the
initial lease. Lessees of 16 of the Partnership's 21 Properties also have been
granted options to purchase Properties at each Property's then fair market
value, or pursuant to a formula based on the original cost of the Property, if
greater, after a specified portion of the lease term has elapsed. Fair market
value will be determined through an appraisal by an independent firm.
The leases generally provide that, in the event the Partnership wishes
to sell the Property subject to that lease, the Partnership must first offer the
lessee the right to purchase the Property on the same terms and conditions, and
for the same price, as any offer which the Partnership has received for the sale
of the Property.
In January 2002, Houlihan's Restaurant, Inc., filed for bankruptcy and
rejected the one lease it has with the Partnership. In February 2003, the
Partnership sold this Property to a third party. In addition, in January 2002,
Paragon of Michigan, Inc. filed for bankruptcy and in February 2002, rejected
the one lease it has with the Partnership. In September 2002, the Partnership
sold this Property to a third party.
In addition, the Partnership sold its Properties in Altus, Oklahoma and
Montgomery, Alabama during the year ended December 31, 2002. The Partnership
used the sales proceeds from the three sales during 2002 to pay liabilities of
the Partnership and to make a special distribution to the Limited Partners.
Major Tenants
During 2002, two lessees of the Partnership, Winston's GC No. 1, Inc.,
and IHOP Properties, Inc., each contributed more than 10% of the Partnership's
total rental revenues (including rental revenues from the Partnership's
consolidated joint venture and the Partnership's share of rental revenues from
Properties owned by unconsolidated joint ventures and Properties owned with
affiliates of the General Partners as tenants-in-common). As of December 31,
2002, Winston's GC No. 1, Inc. was the lessee under a lease relating to one
restaurant, and IHOP Properties Inc. was the lessee under leases relating to
four restaurants. It is anticipated that, based on the minimum rental payments
required by the leases, these two lessees will each continue to contribute more
than 10% of the Partnership's total rental revenues in 2003. In addition, four
Restaurant Chains, Golden Corral Family Steakhouse Restaurants ("Golden
Corral"), IHOP, KFC, and Taco Bell each accounted for more than 10% of the
Partnership's total rental revenues in 2002 (including rental revenues from the
Partnership's consolidated joint venture and the Partnership's share of the
rental revenues from Properties owned by unconsolidated joint ventures and
Properties owned with affiliates of the General Partners as tenants-in-common).
In 2003, it is anticipated that these four Restaurant Chains each will continue
to account for more than 10% of total rental revenues to which the Partnership
is entitled under the terms of the leases. Any failure of these lessees or any
of these Restaurant Chains could materially affect the Partnership's income, if
the Partnership is not able to re-lease these Properties in a timely manner. As
of December 31, 2002, IHOP Properties, Inc. leased Properties with an aggregate
carrying value in excess of 20% of the total assets of the Partnership.
Joint Venture and Tenancy in Common Arrangements
The Partnership has entered into the following joint venture and
tenancy in common arrangements as of December 31, 2002:
Entity Name Year Ownership Partners Property
Tuscawilla Joint Venture 1987 69.07 % Various Third Party Partners Winter Springs, FL
CNL Income Fund III, Ltd., and CNL 1997 33.00 % CNL Income Fund IX, Ltd. Englewood, CO
Income Fund IX, Ltd., Tenants
in Common
CNL Income Fund III, Ltd., CNL 1997 9.84% CNL Income Fund VII, Ltd. Miami, FL
Income Fund VII, Ltd., CNL CNL Income Fund X, Ltd.
Income Fund X, Ltd., and CNL CNL Income Fund XIII, Ltd.
Income Fund XIII, Ltd., Tenants
in Common
CNL Income Fund II, Ltd., CNL Income 1998 25.87% CNL Income Fund II, Ltd., Overland Park, KS
Fund III, Ltd., and CNL Income CNL Income Fund VI, Ltd.
Fund VI, Ltd., Tenants in Common
RTO Joint Venture 1998 46.88% CNL Income Fund V, Ltd. Orlando, FL
CNL Income Fund III, Ltd., and CNL 1999 20.00% CNL Income Fund VI, Ltd Baytown, TX
Income Fund VI, Ltd., Tenants
in Common
Each joint venture and tenancy in common was formed to hold one
Property. Each CNL Income Fund is an affiliate of the General Partners and is a
limited partnership organized pursuant to the laws of the state of Florida. The
Partnership has management control of Tuscawilla Joint Venture and shares
management control equally with the affiliates of the General Partners for the
other joint ventures and tenancy in common arrangements.
The joint venture and tenancy in common arrangements provide for the
Partnership and its joint venture or tenancy in common partners to share in all
costs and benefits in proportion to each partner's percentage interest in the
business entity. The Partnership and its partners are also jointly and severally
liable for all debts, obligations and other liabilities of the joint venture or
tenancy in common. Net cash flow from operations is distributed to each joint
venture or tenancy in common partner in accordance with its respective
percentage interest in the business entity.
Each 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 either joint venturer 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 partner to dissolve 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.
The joint venture and tenancy in common agreements restrict each
party's ability to sell, transfer to assign its joint venture or tenancy in
common interest without first offering it for sale to its partner, either upon
such terms and conditions as to which the parties may agree or, in the event the
parties cannot agree, on the same terms and conditions as any offer from a third
party to purchase such joint venture or tenancy in common interest.
In January 2002, Titusville Joint Venture, in which the Partnership
owned a 73.4% interest, sold its Property to a third party and received net
sales proceeds of approximately $165,600, resulting in a gain of $4,900 to the
joint venture. In addition, in January 2002, the Partnership and the joint
venture partner liquidated Titusville Joint Venture and the Partnership received
its pro rata share of the liquidation proceeds. No gain or loss was recorded
relating to the liquidation.
The use of joint venture and tenancy in common 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 and tenancy in common arrangements also provides the
Partnership with increased diversification of its portfolio among a greater
number of properties. In addition, tenancy in common arrangements may allow the
Partnership to defer the gain for federal income tax purposes upon the sale of
the property if the proceeds are reinvested in an additional property.
Certain Management Services
RAI Restaurants, Inc. (formerly known as CNL Restaurants XVIII, Inc.),
an affiliate of the General Partners, provided certain services relating to
management of the Partnership and its Properties pursuant to a management
agreement with the Partnership. CNL APF Partners, LP assigned its rights in, and
its obligations under, the management agreement with the Partnership to RAI
Restaurants, Inc. ("Advisor") effective January 1, 2002. All of the terms and
conditions of the management agreement, including the payment of fees, remained
unchanged. Under this agreement, the Advisor 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. The Advisor also assists the General Partners in negotiating the
leases. For these services, the Partnership had agreed to pay the Advisor an
annual fee of one-half of one percent of Partnership assets (valued at cost)
under management, not to exceed the lesser of one percent of gross rental
revenues or competitive fees for comparable services. Under the management
agreement, the property management fee is subordinated to receipt by the Limited
Partners of an aggregate, ten percent, cumulative, noncompounded annual return
on their adjusted capital contributions (the "10% Preferred Return"), calculated
in accordance with the Partnership's limited partnership agreement (the
"Partnership Agreement"). In any year in which the Limited Partners have not
received the 10% Preferred Return, no property management fee will be paid.
The property 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.
Competition
The fast-food and family-style restaurant business is characterized by
intense competition. The restaurants on the Partnership's Properties compete
with independently owned restaurants, restaurants which are part of local or
regional chains, and restaurants in other well-known national chains, including
those offering different types of food and service.
Employees
The Partnership has no employees. The officers of CNL Realty
Corporation and the officers and employees of CNL American Properties Fund,
Inc., the parent Company of the Advisor, 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 Financial Group,
Inc., a diversified real estate company, and its affiliates, who may also
perform certain services for the Partnership.
Item 2. Properties
As of December 31, 2002, the Partnership owned 21 Properties. Of the 21
Properties, 15 are owned by the Partnership in fee simple, two are owned through
joint venture arrangements and four are owned through tenancy in common
arrangements. See Item 1. Business - Joint Venture and Tenancy in Common
Arrangements. The Partnership is not permitted to encumber its Properties under
the terms of its partnership agreement. Reference is made to the Schedule of
Real Estate and Accumulated Depreciation for a listing of the Properties and
their respective costs, including acquisition fees and certain acquisition
expenses.
Description of Properties
Land. The Partnership's Property sites range from approximately 11,800
to 67,300 square feet depending upon building size and local demographic
factors. Sites purchased by the Partnership are in locations zoned for
commercial use which have been reviewed for traffic patterns and volume.
The following table lists the Properties owned by the Partnership,
either directly or indirectly through joint venture or tenancy in common
arrangements, as of December 31, 2002 by state. More detailed information
regarding the location of the Properties is contained in the Schedule of Real
Estate and Accumulated Depreciation filed for the year ended December 31, 2002.
State Number of Properties
Alabama 1
Arizona 1
California 1
Colorado 1
Florida 4
Georgia 1
Kansas 2
Minnesota 1
Missouri 1
Nebraska 1
North Carolina 1
Texas 6
--------------
TOTAL PROPERTIES 21
==============
Buildings. Each of the Properties owned by the Partnership, either
directly or indirectly, through joint venture or tenancy in common arrangements,
includes a building that is one of a Restaurant Chain's approved designs. The
buildings generally are rectangular and are constructed from various
combinations of stucco, steel, wood, brick and tile. Building sizes range from
approximately 1,900 to 7,900 square feet. Generally, all buildings on Properties
acquired by the Partnership are freestanding and surrounded by paved parking
areas. Buildings are suitable for conversion to various uses, although
modifications may be required prior to use for other than restaurant operations.
As of December 31, 2002, the Partnership had no plans for renovation of the
Properties. Depreciation expense is computed for buildings and improvements
using the straight line method using depreciable lives of 31.5 and 39 years for
federal income tax purposes.
As of December 31, 2002, the aggregate cost of the Properties owned by
the Partnership and its consolidated joint venture, and the unconsolidated joint
ventures (including the Properties owned through tenancy in common arrangements)
for federal income tax purposes was $10,644,779 and $7,858,323, respectively.
The following table lists the Properties owned by the Partnership,
either directly or indirectly through joint venture or tenancy in common
arrangements, as of December 31, 2002 by Restaurant Chain.
Restaurant Chain Number of Properties
Burger King 1
Chevy's Fresh Mex 1
Darryl's 1
Golden Corral 1
IHOP 4
KFC 4
Pizza Hut 4
Ruby Tuesday 1
Taco Bell 2
Other 2
--------------
TOTAL PROPERTIES 21
==============
The General Partners consider the Properties to be well-maintained and
sufficient for the Partnership's operations.
The General Partners believe that the Properties are adequately covered
by insurance. In addition, the General Partners have obtained contingent
liability and property coverage for the Partnership. This insurance is intended
to reduce the Partnership's exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.
Leases. The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term "triple net" basis, meaning that the tenant is responsible for
repairs, maintenance, property taxes, utilities and insurance.
At December 31, 2002, 2001, 2000, 1999, and 1998, the Properties were
95%, 96%, 96%, 98% and 98%, occupied, respectively. The following is a schedule
of the average rent per Property for each of the years ended December 31:
2002 2001 2000 1999 1998
------------- ------------- --------------- -------------- --------------
Rental Revenues (1)(2) $ 1,536,998 $ 1,869,205 $1,947,948 $ 1,939,767 $ 1,798,973
Properties (2) 20 24 26 27 27
Average Rent per
Property $ 76,850 $ 77,884 $ 74,921 $ 71,843 $ 66,629
(1) Rental revenues include the Partnership's share of rental revenues from
the Properties owned through joint venture arrangements and the
Properties owned through tenancy in common arrangements.
(2) Excludes Properties that were vacant at December 31, and that did not
generate rental revenues during the year ended December 31.
The following is a schedule of lease expirations for leases in place as
of December 31, 2002 for the next ten years and thereafter.
Percentage of
Expiration Number Annual Rental Gross Annual
Year of Leases Revenues Rental Income
---------------- --------------- --------------------- -------------------------
2003 -- -- --
2004 -- -- --
2005 -- -- --
2006 2 $ 126,249 10.02%
2007 4 190,856 15.15%
2008 5 370,481 29.40%
2009 -- -- --
2010 1 46,651 3.70%
2011 -- -- --
2012 2 49,351 3.92%
Thereafter 6 476,434 37.81%
---------- --------------- -------------
Total (1) 20 $ 1,260,022 100.00%
========== =============== =============
(1) Excludes one Property which was vacant at December 31, 2002 and sold in
February 2003.
Leases with Major Tenants. The terms of each of the leases with the
Partnership's major tenants as of December 31, 2002 (see Item 1. Business -
Major Tenants), are substantially the same as those described in Item 1.
Business - Leases.
IHOP Properties, Inc. leases four IHOP restaurants. The initial term of
each lease is 20 years (expiring between 2017 and 2019) and the average minimum
base annual rent is approximately $147,700 (ranging from approximately $120,200
to $174,300).
Winston's GC No. 1, Inc. leases one Golden Corral restaurant. The
initial term of the lease is 15 years (expiring in 2013) and a minimum base
annual rent of approximately $110,000.
Item 3. Legal Proceedings
Neither the Partnership, nor its General Partners or any affiliate of
the General Partners, nor any of their respective Properties, is party to, or
subject to, any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) As of March 10, 2003, there were 2,021 holders of record of the
Units. There is no public trading market for the Units, and it is not
anticipated that a public market for the Units will develop. During 2002,
Limited Partners who wished to sell their Units may have offered the Units for
sale pursuant to the Partnership's distribution reinvestment plan (the "Plan"),
and Limited Partners who wished to have their distributions used to acquire
additional Units (to the extent Units were available for purchase), may have
done so pursuant to such Plan. The General Partners have the right to prohibit
transfers of Units. From inception through December 31, 2002, the price paid for
any Unit transferred pursuant to the Plan ranged from $382.50 to $475 per Unit.
The price paid for any Units transferred other than pursuant to the Plan was
subject to negotiation by the purchaser and the selling Limited Partner. The
Partnership will not redeem or repurchase Units.
The following table reflects, for each calendar quarter, the high, low
and average sales prices for transfers of Units during 2002 and 2001 other than
pursuant to the Plan, net of commissions.
2002 (1) 2001 (1)
----------------------------------- ------------------------------------
High Low Average High Low Average
-------- --------- ---------- -------- --------- -----------
First Quarter $298 $ 212 $ 228 $297 $297 $297
Second Quarter 215 215 215 340 286 313
Third Quarter 323 215 237 301 263 288
Fourth Quarter 181 181 181 264 264 264
(1) A total of 615 and 204 Units were transferred other than pursuant to
the Plan for the years ended December 31, 2002 and 2001, respectively.
The capital contribution per Unit was $500. All cash available for
distribution will be distributed to the partners pursuant to the provisions of
the Partnership Agreement.
For the years ended December 31, 2002 and 2001, the Partnership
declared cash distributions of $3,082,500 and $2,400,000, respectively, to the
Limited Partners. Distributions during 2002 and 2001 included $1,600,000 and
$650,000, respectively, in special distributions, as a result of the
distribution of net sales proceeds from the 2002 sales of the properties in
Montgomery, Alabama; Altus, Oklahoma; and Canton Township, Michigan, the
liquidating distribution received from Titusville Joint Venture and the 2001
sales of the properties in Washington, Illinois and Schererville, Indiana. These
amounts were applied toward the Limited Partners' cumulative 10% Preferred
Return. No distributions have been made to the General Partners to date. This
special distribution 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 preferred return. The
reduced number of Properties for which the Partnership receives rental payments,
as well as ongoing operations, reduced the Partnership's revenues. The decrease
in Partnership revenues, combined with the fact that a significant portion of
the Partnership's expenses are fixed in nature, resulted in a decrease in cash
distributions to the Limited Partners commencing during the quarters ended March
31, 2002 and December 31, 2002. No amounts distributed to the Limited Partners
for the years ended December 31, 2002 and 2001, are required to be or have been
treated by the Partnership as a return of capital for purposes of calculating
the Limited Partners' return on their adjusted capital contributions. No
distributions have been made to the General Partners to date. As indicated in
the chart below, these distributions were declared at the close of each of the
Partnership's calendar quarters. These amounts include monthly distributions
made in arrears for the Limited Partners electing to receive such distributions
on this basis.
2002 2001
------------- --------------
First Quarter $ 975,000 $ 437,500
Second Quarter 375,000 437,500
Third Quarter 375,000 1,087,500
Fourth Quarter 1,357,500 437,500
The Partnership intends to continue to make distributions of cash
available for distribution to the Limited Partners on a quarterly basis,
although the General Partners, in their sole discretion, may elect to pay
distributions monthly.
(b) Not applicable.
Item 6. Selected Financial Data
2002 2001 2000 1999 1998
------------- ------------- -------------- -------------- -------------
Year ended December 31:
Continuing Operations:
Revenues $1,274,989 $1,561,515 $ 1,451,913 $ 1,509,847 $ 1,431,319
Equity in earnings of
unconsolidated joint
ventures 207,800 139,219 23,956 170,966 22,708
Income from continuing
operations (1) 1,016,488 974,444 1,035,999 1,453,338 1,514,271
Discontinued Operations (4):
Revenues 72,147 312,617 311,885 313,429 332,227
Income (Loss) from
discontinued operations (3) (736,689 ) (56,397 ) 277,433 277,333 222,612
Net income 279,799 918,047 1,313,432 1,730,671 1,736,883
Net income (loss) per unit:
Continuing operations $ 20.33 $ 19.49 $ 20.72 $ 29.06 $ 30.29
Discontinued operations (14.73 ) (1.13 ) 5.55 5.55 4.45
------------- ------------- -------------- -------------- -------------
Total $ 5.60 $ 18.36 $ 26.27 $ 34.61 $ 34.74
============= ============= ============== ============== =============
Cash distributions declared (2) $3,082,500 $ 2,400,000 $ 2,475,000 $ 2,000,000 $ 3,477,747
Cash distributions declared per
unit (2) 61.65 48.00 49.50 40.00 69.55
At December 31:
Total assets $11,948,538 $13,680,116 $15,157,134 $16,472,518 $ 16,701,732
Total partners' capital 10,154,721 12,957,422 14,439,375 15,600,943 15,870,272
(1) Income from continuing operations for the years ended December 31,
2001, 2000, 1999, and 1998, includes gains on sale of assets of
$297,741, $16,855, $293,512, and $497,321, respectively, and a loss on
sale of assets of $9,945 during the year ended December 31, 2002. In
addition, income from continuing operations for the years ended
December 31, 2001, and 1998, includes provision for write-down of
assets of $553,673 and $25,821, respectively.
(2) Distributions for the years ended December 31, 2002, 2001, 2000 and
1998, include a special distribution to the Limited Partners of
$1,600,000, $650,000, $600,000 and $1,477,747, respectively, as a
result of the distribution of the net sales proceeds from Properties
sold.
(3) Income (loss) from discontinued operations includes $647,285 and
$331,304 for the years ended December 31, 2002 and 2001, respectively,
from provisions for write-down of assets. Income from discontinued
operations includes $113,780 for the year ended December 31, 2002 from
loss on sale of discontinued operations.
(4) Certain items in prior years' financial statements have been
reclassified to conform to 2002 presentation. These reclassifications
had no effect on total net income. The results of operations relating
to Properties that were either disposed of or were classified as held
for sale as of December 31, 2002 are reported as discontinued
operations. The results of operations relating to Properties that were
identified for sale as of December 31, 2001 but sold subsequently are
reported as continuing operations.
The above selected financial data should be read in conjunction with
the financial statements and related notes contained in Item 8 hereof.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Partnership was organized on June 1, 1987, to acquire for cash,
either directly or through joint venture arrangements, both newly constructed
and existing restaurant Properties, as well as land upon which restaurant
Properties were to be constructed, to be leased primarily to operators of
selected national and regional fast-food Restaurant Chains. The leases generally
are triple-net leases, with the lessees generally responsible for all repairs
and maintenance, property taxes, insurance and utilities. The leases of the
Properties provide for minimum base annual rental amounts (payable in monthly
installments) ranging from approximately $23,000 to $191,900. The majority of
the leases provide for percentage rent based on sales in excess of a specified
amount. In addition, some leases provide for increases in the annual base rent
during the lease term. As of December 31, 2002, the Partnership owned 15
Properties directly and six Properties indirectly through joint venture or
tenancy-in-common arrangements. As of December 31, 2001, the Partnership owned
18 Properties directly and seven Properties indirectly through joint venture or
tenancy in common arrangements. As of December 31, 2000, the Partnership owned
20 Properties directly and seven Properties indirectly through joint venture or
tenancy in common arrangements.
Capital Resources
Cash from operating activities of $1,433,388, $1,747,573, and
$1,617,213, during the years ended December 31, 2002, 2001, and 2000,
respectively. The decrease in cash from operating activities during 2002, as
compared to 2001, was primarily a result of changes in income and expenses. The
increase in cash from operating activities during 2001, as compared to 2000, was
the result of changes in the Partnership's working capital and changes in income
and expenses.
Other sources and uses of cash included the following during the years
ended December 31, 2002, 2001, and 2000.
During 2000, the Partnership sold its Property in Plant City, Florida,
to the tenant, and received net sales proceeds of approximately $492,100,
resulting in a gain of approximately $16,900. In connection with the sale of
this Property, the Partnership incurred a deferred, subordinated, real estate
disposition fee of $15,296. The Partnership distributed these net sales proceeds
as a special distribution to the Limited Partners.
During 2001, the Partnership sold its Properties in Schererville,
Indiana and Washington, Illinois and received net sales proceeds of
approximately $1,336,700, resulting in a total gain of approximately $297,700.
In connection with these sales, the Partnership incurred deferred, subordinated,
real estate disposition fees of $40,928, and received $60,000 from one of the
former tenants in consideration of the Partnership releasing the tenant from its
obligation under the terms of its lease. The Partnership distributed the net
sales proceeds from these sales as special distributions to the Limited
Partners, as described below.
In January 2002, Titusville Joint Venture, in which the Partnership
owned a 73.40% interest, sold its Property, which had been vacant since 1997, to
a third party and received net sales proceeds of approximately $165,600
resulting in a gain of approximately $4,900 to the joint venture. The
Partnership and the joint venture partner dissolved the joint venture in
accordance with the joint venture agreement and the Partnership received
approximately $106,500 representing its pro rata share of the joint venture's
liquidating distribution. No gain or loss was recorded relating to the
dissolution of the joint venture. The Partnership distributed the liquidation
proceeds as a special distribution to the Limited Partners, as described below.
In addition, during 2002, the Partnership sold its Properties in
Montgomery, Alabama; Altus, Oklahoma, and Canton Township, Michigan, each to a
third party and received net sales proceeds of approximately $1,419,100,
resulting in a net loss of approximately $167,100 during the year ended December
31, 2002. The Property in Montgomery, Alabama was identified for sale as of
December 31, 2001 and the Properties in Altus, Oklahoma and Canton Township,
Michigan were identified for sale during 2002. The net sales proceeds from the
sale of the Property in Montgomery, Alabama included cash and $320,000 in the
form of a promissory note. The promissory note bore interest at a rate of ten
percent per annum. In August 2002, the Partnership received a balloon payment
which included the outstanding principal balance and accrued interest. In
addition, the net sales proceeds from the sale of the Property in Canton
Township, Michigan included $640,000 in the form of a promissory note. This
promissory note bore interest at a rate of 10.5% per annum. In December 2002,
the Partnership negotiated for an early payoff at a reduced amount and received
a balloon payment which included $606,800 of the outstanding principal balance.
The Partnership wrote off the accrued interest of $16,800 and remaining
principal balance of $33,200. The Partnership used the sales proceeds from these
three sales to make a special distribution to the Limited Partners and to pay
liabilities of the Partnership
In connection with the sales of the Properties in Montgomery, Alabama;
Altus, Oklahoma and Canton Township, Michigan, the Partnership incurred
deferred, subordinated, real estate disposition fees of $45,300. Payment of the
real estate disposition fees is subordinated to the receipt by the Limited
Partners of their aggregate, cumulative 10% Preferred Return, plus their
adjusted capital contributions.
None of the Properties owned by the Partnership, or the joint ventures
or tenancy in common arrangements in which the Partnership owns an interest, are
or may be encumbered. Subject to certain restrictions on borrowings from the
General Partners, however, the Partnership may borrow, in the discretion of the
General Partners, for the purpose of maintaining the operations of the
Partnership. The Partnership will not encumber any of the Properties in
connection with any borrowings or advances. The Partnership also will not borrow
under circumstances which would make the Limited Partners liable to creditors of
the Partnership. Affiliates of the General Partners from time to time incur
certain operating expenses on behalf of the Partnership for which the
Partnership reimburses the affiliates without interest.
Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments such as
demand deposit accounts at commercial banks, money market accounts and
certificates of deposit with less than a 90-day maturity date, pending
reinvestment in additional Properties, paying Partnership expenses, or making
distributions to the partners. At December 31, 2002, the Partnership had
$1,994,246 invested in such short-term investments as compared to $1,242,931 at
December 31, 2001. The increase in cash and cash equivalents at December 31,
2002, as compared to December 31, 2001, was partially a result of the
Partnership holding the net sales proceeds from the sale of the Canton Township,
Michigan, as described above. As of December 31, 2002, the average interest rate
earned on the rental income deposited in demand deposit accounts at commercial
banks was approximately one percent annually. The funds remaining at December
31, 2002, after payment of distributions and other liabilities will be used to
meet the Partnership's working capital needs.
In February 2003, the Partnership sold its Property in Fayetteville,
North Carolina, to a third party and received net sales proceeds of
approximately $371,000, resulting in a gain of approximately $2,200.
Short-Term Liquidity
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The Partnership's investment strategy of acquiring Properties for cash
and generally leasing them under triple-net leases to operators who generally
meet specified financial standards minimizes the Partnership's operating
expenses. The General Partners believe that the leases will continue to generate
net cash flow in excess of operating expenses.
Due to low operating expenses and ongoing cash flow, the General
Partners do not believe that working capital reserves are necessary at this
time. In addition, because the leases for the Partnership's Properties are
generally on a triple-net basis, it is not anticipated that a permanent reserve
for maintenance and repairs will be established at this time. To the extent,
however, that the Partnership has insufficient funds for such purposes, the
General Partners will contribute to the Partnership an aggregate amount of up to
one percent of the offering proceeds for maintenance and repairs.
The General Partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
The Partnership generally distributes cash from operations to the
extent that the General Partners determine that such funds are available for
distribution. Based primarily on current and anticipated future cash from
operations and, for the years ended December 31, 2002, 2001, and 2000, a portion
of the sales proceeds received from the sales of Properties, the Partnership
declared distributions to the Limited Partners of $3,082,500, $2,400,000, and
$2,475,000, for the years ended December 31, 2002, 2001, and 2000, respectively.
This represents distributions of $61.65, $48.00, and $49.50, per Unit for the
years ended December 31, 2002, 2001, and 2000, respectively. Distributions for
2002 included $1,600,000 in special distributions as a result of the
distribution of net sales proceeds from the 2002 sales of the Properties in
Montgomery, Alabama; Altus, Oklahoma; and Canton Township, Michigan, the
liquidating distribution received from Titusville Joint Venture, and the 2001
sale of the Property in Washington, Illinois. Distributions for 2001 included
$650,000 as a result of the distribution of the net sales proceeds from the sale
of the Property in Schererville, Indiana. Distributions for 2000 included
$600,000 from the sale of the Property in Plant City, Florida. These special
distributions were effectively a return of a portion of the Limited Partners'
investment, although, in accordance with the Partnership agreement, it was
applied to the Limited Partner's unpaid cumulative 10% Preferred Return. The
reduced number of Properties for which the Partnership receives rental payments,
as well as ongoing operations, reduced the Partnership's revenues. The decrease
in Partnership revenues, combined with the fact that a significant portion of
the Partnership's expenses are fixed in nature, resulted in a decrease in cash
distributions to the Limited Partners during 2002 and 2001. No amounts
distributed to the Limited Partners for the years ended December 31, 2002, 2001,
or 2000 are required to be or have been treated by the Partnership as a return
of capital for purposes of calculating the Limited Partners return on their
adjusted capital contributions. The Partnership intends to continue to make
distributions of cash available for distribution to the Limited Partners on a
quarterly basis.
During 2000, the General Partners waived their right to receive future
distributions from the Partnership, including both distributions of operating
cash flow and distributions of liquidation proceeds, to the extent that the
cumulative amount of such distributions would exceed the balance in the General
Partners' capital account as of December 31, 1999. Accordingly, the General
Partners were not allocated any net income during the years ended December 31,
2002 or 2001.
At December 31, 2002 and 2001, the Partnership owed $10,652 and $4,211,
respectively, to affiliates for operating expenses and accounting and
administrative services. As of March 14, 2003, these amounts had been reimbursed
to affiliates. In addition, during the years ended December 31, 2002 and 2001,
the Partnership incurred $45,300 and $40,928, respectively, in real estate
disposition fees due to an affiliate as a result of services provided in
connection with the sale of several Properties, as described above. The payment
of such fees is deferred until the Limited Partners have received the sum of
their cumulative 10% Preferred Return and their adjusted capital contributions.
Other liabilities, including distributions payable, were $1,426,015 at December
31, 2002, as compared to $466,279 at December 31, 2001. The increase at December
31, 2002, as compared to December 31, 2001, was primarily a result of the
Partnership declaring a special distribution at December 31, 2002. The General
Partners believe that the Partnership has sufficient cash on hand to meet its
current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Critical Accounting Policies
The Partnership's leases are accounted for under the provisions of
Statement of Accounting Standard No. 13, "Accounting for Leases" ("FAS 13"), and
have been accounted for using either the direct financing or the operating
methods. FAS 13 requires management to estimate the economic life of the leased
property, the residual value of the leased property and the present value of
minimum lease payments to be received from the tenant. In addition, management
assumes that all payments to be received under its leases are collectible.
Changes in management's estimates or assumption regarding collectibility of
lease payments could result in a change in accounting for the lease at the
inception of the lease.
The Partnership accounts for its unconsolidated joint ventures using
the equity method of accounting. Under generally accepted accounting principles,
the equity method of accounting is appropriate for entities that are partially
owned by the Partnership, but for which operations of the investee are shared
with other partners. The Partnership's joint venture agreements require the
consent of all partners on all key decisions affecting the operations of the
underlying Property.
Management reviews the Partnership's Properties and investments in
unconsolidated entities periodically for impairment at least once a year or
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. The assessment is based on the carrying amount
of the Property or investment at the date it is tested for recoverability
compared to the sum of the estimated future cash flows expected to result from
its operation and sale through the expected holding period. If an impairment is
indicated, the asset is adjusted to its estimated fair value.
When the Partnership makes the decision to sell or commits to a plan to
sell a Property within one year, its operating results are reported as
discontinued operations.
Results of Operations
Comparison of year ended December 31, 2002 to year ended December 31, 2001
Total rental revenues were $1,077,046 during the year ended December
31, 2002 as compared to $1,262,340 for the same period of 2001. Rental revenues
were lower during 2002, as compared to 2001, because the Partnership sold
several Properties during 2001 and 2002. Rental revenues are expected to remain
at reduced amounts due to the fact that the Partnership used the majority of
these net sales proceeds to pay liabilities of the Partnership and to make
distributions to the Limited Partners.
The Partnership also earned $171,047 in contingent rental income during
the year ended December 31, 2002, as compared to $195,533 during the same period
of 2001. The decrease in contingent rental income during 2002 was due to the
Partnership deferring the recognition of certain percentage rental income until
the tenants' gross sales meet certain defined thresholds.
In August 2002, the lease for the Property in Wichita, Kansas, which
was scheduled to expire in November 2002, was terminated by the Partnership and
the tenant. The Partnership re-leased this Property to a new tenant with terms
substantially the same as the Partnership's other leases. In June 2001, the
lease for the Property in Washington, Illinois, which was scheduled to expire in
November 2002, was terminated by the Partnership and the tenant. The Partnership
re-leased this Property to a new tenant with terms substantially the same as the
Partnership's other leases. In addition, in September 2001, the Partnership sold
its Property in Schererville, Indiana and released the tenant from further
obligation under its lease. In connection with these transactions, during the
years ended December 31, 2002 and 2001, the Partnership received approximately
$8,000 and $80,000, respectively, in lease termination income, in consideration
for the Partnership releasing the tenants from their obligations under each
lease.
The Partnership recognized income of $207,800, attributable to net
income from unconsolidated joint ventures in which the Partnership is a
co-venturer, during the year ended December 31, 2002, as compared to $139,219
during the same period of 2001. Net income earned by unconsolidated joint
ventures was lower during the year ended December 31, 2001, as compared to the
same period of 2002 because during 2001, Titusville Joint Venture, in which the
Partnership owned a 73.4% interest, recorded a provision for write-down of
assets of approximately $38,300. The Property owned by the joint venture became
vacant during 1997. Titusville Joint Venture had previously recorded a provision
for write-down of assets relating to this Property. The increase in the
provision during 2001 represented the difference between the Property's net
carrying value and its estimated fair value. In January 2002, Titusville Joint
Venture sold its Property to a third party and received net sales proceeds of
approximately $165,600 resulting in a gain of approximately $4,900 to the joint
venture. The Partnership and the joint venture partner dissolved the joint
venture in accordance with the joint venture agreement and the Partnership
received approximately $106,500 representing its pro rata share of the joint
venture's liquidating distribution. No gain or loss was recorded relating to the
dissolution of the joint venture. The Partnership used these proceeds to pay
liabilities of the Partnership and make distributions.
During 2002, two lessees of the Partnership, Winston's GC No. 1, Inc.,
and IHOP Properties, Inc., each contributed more than 10% of the Partnership's
total rental revenues (including rental revenues from the Partnership's
consolidated joint venture and the Partnership's share of rental revenues from
Properties owned by unconsolidated joint ventures and Properties owned with
affiliates of the General Partners as tenants-in-common). As of December 31,
2002, Winston's GC No. 1, Inc. was the lessee under a lease relating to one
restaurant, and IHOP Properties Inc. was the lessee under leases relating to
four restaurants. It is anticipated that, based on the minimum rental payments
required by the leases, these two lessees will each continue to contribute more
than 10% of the Partnership's total rental revenues in 2003. In addition, four
Restaurant Chains, Golden Corral Family Steakhouse Restaurants ("Golden
Corral"), IHOP, KFC, and Taco Bell each accounted for more than 10% of the
Partnership's total rental revenues in 2002 (including rental revenues from the
Partnership's consolidated joint venture and the Partnership's share of the
rental revenues from Properties owned by unconsolidated joint ventures and
Properties owned with affiliates of the General Partners as tenants-in-common).
In 2003, it is anticipated that these four Restaurant Chains each will continue
to account for more than 10% of total rental revenues to which the Partnership
is entitled under the terms of the leases. Any failure of these lessees or any
of these Restaurant Chains could materially affect the Partnership's income, if
the Partnership is not able to re-lease these Properties in a timely manner.
The Partnership earned $18,916 in interest and other income during the
year ended December 31, 2002, as compared to $23,642 during the same period of
2001.
Operating expenses, including depreciation expense and provision for
write-down of assets, were $439,066 for the year ended December 31, 2002, as
compared to $1,006,751 for the same period of 2001. Operating expenses were
higher during 2001, as compared to 2002, partially because the Partnership
recorded a provision for write-down of assets of approximately $553,700 relating
to the Property in Montgomery, Alabama during 2001. The tenant of this Property
experienced financial difficulties and vacated the Property. The provision
represented the difference between the net carrying value of the Property at
December 31, 2001 and its estimated fair value. In addition, the Partnership
incurred property expenses such as insurance, repairs and maintenance, legal
fees and real estate taxes relating to this Property. In May 2002, the
Partnership sold this Property. In addition, operating expenses were lower
during 2002, as compared to 2001, because depreciation was lower as a result of
the sale of several Properties during 2001 and 2002. The decrease in operating
expenses during the year ended December 31, 2002 was partially offset by an
increase in the amount of state tax expense relating to certain states in which
the Partnership conducts business. As a result of Property sales during 2002 and
2001 the Partnership recognized a loss on sale of assets of $9,945 and a gain on
sale of assets of $297,741, during the years ended December 31, 2002, and 2001,
respectively. These Properties had been identified for sale as of December 31,
2001.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement requires that a long-lived asset
be tested for recoverability whenever events or changes in circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived asset is not recoverable if it exceeds the sum of the undiscounted
cash flows expected to result from the use and eventual disposition of the
asset. The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when the
carrying amount of a long-lived asset exceeds its estimated fair value. If an
impairment is recognized, the adjusted carrying amount of a long-lived asset is
its new cost basis. The statement also requires that the results of operations
of a component of an entity that either has been disposed of or is classified as
held for sale be reported as a discontinued operation if the disposal activity
was initiated subsequent to the adoption of the Standard.
During the year ended December 31, 2002, the Partnership identified
three Properties that met the criteria of this standard and were classified as
Discontinued Operations in the accompanying financial statements. In July 2002,
the Partnership entered into an agreement with a third party to sell its
Property in Altus, Oklahoma. In connection with the anticipated sale of the
Property, the Partnership recorded a provision for write-down of assets of
approximately $79,700 during the year ended December 31, 2002. In September
2002, the Partnership sold this Property and its Property in Canton Township,
Michigan, to a third party resulting in a loss on disposal of discontinued
operations of approximately $80,600 during the year ended December 31, 2002. The
Partnership accepted a mortgage note receivable relating to the sale of the
Property in Canton Township, Michigan. In December 2002, when the Partnership
negotiated for an early payoff at a reduced amount and received a balloon
payment, the Partnership wrote off the accrued interest of $16,800 and remaining
principal balance of $33,200, which the Partnership recorded as an additional
loss on disposal of discontinued operations of as of December 31, 2002. In
December 2002, the Partnership entered into an agreement with a third party to
sell its Property in Fayetteville, North Carolina. As a result, the Partnership
reclassified the asset from real estate properties with operating leases to real
estate held for sale. The reclassified asset was recorded at the lower of its
carrying amount or fair value, less cost to sell. In addition, the Partnership
stopped recording depreciation once the Property was placed up for sale. In
connection with the anticipated sale of the Property, the Partnership recorded a
provision for write-down of assets of approximately $567,600 during the year
ended December 31, 2002. The Partnership had recorded provisions for write-down
of assets in previous years, including approximately $331,300 during the year
ended December 31, 2001. The provisions represented the difference between each
Property's net carrying value and its estimated fair value. The financial
results for these three Properties are reflected as Discontinued Operations in
the accompanying financial statements. The Partnership used the sales proceeds
from the sale of the Properties in Altus, Oklahoma and Canton Township, Michigan
to make a special distribution to the Limited Partners and to pay liabilities of
the Partnership. In February 2003, the Partnership sold the Property in
Fayetteville, North Carolina. The Partnership intends to use these sales
proceeds to pay liabilities of the Partnership.
Comparison of year ended December 31, 2001 to year ended December 31, 2000
Total rental revenues were $1,262,340 during the year ended December
31, 2001 as compared to $1,343,808 for the same period of 2000. Rental revenues
were lower during 2001, as compared to 2000, because the Partnership sold
several Properties during 2001 and 2000. In addition, rental revenues were lower
during 2001, because the tenant of the Property in Montgomery, Alabama
experienced financial difficulties and as a result the Partnership stopped
recording rental revenues. In May 2002 the Partnership sold this Property.
The Partnership also earned $195,533, in contingent rental income
during the year ended December 31, 2001, as compared to $67,909 during the same
period of 2000. Contingent rental income was higher during 2001, as compared to
2000, because of an increase in gross sales of certain restaurant Properties
requiring the payment of contingent rental income.
During the year ended December 31, 2001, the Partnership received
approximately $80,000 in lease termination income, in consideration for the
Partnership releasing the tenant of the Property in Washington, Illinois, from
its obligations under its lease, as described above.
The Partnership recognized income of $139,219, attributable to net
income from unconsolidated joint ventures in which the Partnership is a
co-venturer during the year ended December 31, 2001, as compared to $23,956
during the same period of 2000. During 1997, the operator of the Property owned
by Titusville Joint Venture, in which the Partnership owns a 73.4% interest,
vacated the Property and ceased operations. During 2001 and 2000, Titusville
Joint Venture recorded a provision for write-down of assets for its Property of
approximately $73,600 and $227,100, respectively. The provisions represented the
difference between the Property's net carrying value and its estimated fair
value. In January 2002, Titusville Joint Venture sold its Property, as described
above.
The Partnership earned $23,642 in interest and other income during the
year ended December 31, 2001, as compared to $40,196 during the same period of
2000. Interest and other income were lower during 2001 primarily due to a
decrease in the average cash balances during 2001 as a result of the special
distributions.
Operating expenses, including depreciation expense and provision for
write-down of assets, were $1,006,751, for the year ended December 31, 2001, as
compared to $439,351 during the same period of 2000. Operating expenses were
higher during 2001, as compared to 2000, because the Partnership recorded a
provision for write-down of assets of approximately $553,700 during the year
ended December 31, 2001, relating to the Property in Montgomery, Alabama, as
described above. Operating expenses were also higher during 2001 due to an
increase in the costs incurred for administrative expenses for servicing the
Partnership and its Properties. During 2000, the Partnership incurred $27,320 in
transaction costs related to the General Partners retaining financial and legal
advisors to assist them in evaluating and negotiating the proposed merger with
APF. On March 1, 2000, the merger discussions were terminated.
As a result of the Properties sales during 2001 and 2000 the
Partnership recognized a gain on sale of assets of $297,741 and $16,855, during
the years ended December 31, 2001 and 2000, respectively.
The restaurant industry has been relatively resilient during this
volatile time with steady performance during 2002. However, the industry remains
in a state of cautious optimism. Restaurant operators expect their business to
be better in 2003, according to a nationwide survey conducted by the National
Restaurant Association, but are concerned by the budget deficits being
experienced by many states and the potential of new taxes on the industry to
alleviate the situation.
The Partnership's leases as of December 31, 2002 are generally
triple-net leases and, in general, contain provisions that the General Partners
believe mitigate the adverse effect of inflation. Such provisions include
clauses requiring the payment of percentage rent based on certain restaurant
sales above a specified level and/or automatic increases in base rent at
specified times during the term of the lease. Inflation, overall, has had a
minimal effect on the results of operations of the Partnership. Continued
inflation may cause capital appreciation of the Partnership's Properties.
Inflation and changing prices, however, also may have an adverse impact on the
sales of the restaurants and on potential capital appreciation of the
Properties.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be considered by a company if that company is subject to a majority risk of loss
from the variable interest entity's activities or entitled to receive a majority
of the entity's residual returns or both. Prior to FIN 46, a company generally
included another entity in its consolidated financial statements only if it
controlled the entity through voting interests. Consolidation of variable
interests entities will provide more complete information about the resources,
obligations, risks and opportunities of the consolidated company. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003, and to older entities in the first
fiscal year or interim period beginning after June 15, 2003. Management believes
adoption of this standard may result in either consolidation or additional
disclosure requirements with respect to the Partnership's unconsolidated joint
ventures or Properties held with affiliates of the General Partners as
tenants-in-common, which are currently accounted for under the equity method.
However, such consolidation is not expected to significantly impact the
Partnership's results of operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
CONTENTS
Page
Report of Independent Certified Public Accountants 18
Financial Statements:
Balance Sheets 19
Statements of Income 20
Statements of Partners' Capital 21
Statements of Cash Flows 22-23
Notes to Financial Statements 24-37
Report of Independent Certified Public Accountants
To the Partners
CNL Income Fund III, Ltd.
In our opinion, the accompanying balance sheets and the related statements of
income, of partners' capital and of cash flows present fairly, in all material
respects, the financial position of CNL Income Fund III, Ltd. (a Florida limited
partnership) at December 31, 2002 and 2001, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
2002 in conformity with accounting principles generally accepted in the United
States of America. In addition, in our opinion, the financial statement schedule
listed in the index appearing under item 15(a)(2) presents fairly, in all
material respects, the information set forth therein when read in conjunction
with the related financial statements. These financial statements and the
financial statement schedule are the responsibility of the Partnership's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits. We conducted
our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
As described in Note 1 to the financial statements, on January 1, 2002, the
Partnership adopted Statement of Financial Accounting Standard No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets."
/s/ PricewaterhouseCoopers LLP
Orlando, Florida
January 31, 2003, except for Note 12, for which the date is February 10, 2003
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
December 31,
2002 2001
------------------ ----------------
ASSETS
Real estate properties with operating leases, net $ 7,362,460 $ 7,692,179
Net investment in direct financing leases -- 279,721
Real estate held for sale 368,737 2,125,155
Investment in joint ventures 2,084,178 2,196,170
Cash and cash equivalents 1,994,246 1,242,931
Receivables, less allowance for doubtful
accounts of $28,216 in 2001 10,165 27,528
Due from related parties 30 9,754
Accrued rental income 95,861 74,755
Other assets 32,861 31,923
------------------ ----------------
$ 11,948,538 $ 13,680,116
================== ================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 21,199 $ 12,786
Real estate taxes payable 11,892 12,050
Distributions payable 1,357,500 437,500
Due to related parties 243,170 128,985
Rents paid in advance and deposits 35,424 3,943
------------------ ----------------
Total liabilities 1,669,185 595,264
Minority interest 124,632 127,430
Partners' capital 10,154,721 12,957,422
------------------ ----------------
$ 11,948,538 $ 13,680,116
================== ================
See accompanying notes to financial statements.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
STATEMENTS OF INCOME
Year Ended December 31,
2002 2001 2000
-------------- -------------- --------------
Revenues:
Rental income from operating leases $ 1,060,789 $ 1,221,725 $ 1,284,989
Earned income from direct financing leases 16,257 40,615 58,819
Contingent rental income 171,047 195,533 67,909
Lease termination income 7,980 80,000 --
Interest and other income 18,916 23,642 40,196
-------------- -------------- --------------
1,274,989 1,561,515 1,451,913
-------------- -------------- --------------
Expenses:
General operating and administrative 186,618 193,031 135,678
Property expenses 19,425 10,749 12,539
State and other taxes 24,322 14,395 11,645
Depreciation 208,701 234,903 252,169
Provisions for write-down of assets -- 553,673 --
Transaction costs -- -- 27,320
-------------- -------------- --------------
439,066 1,006,751 439,351
-------------- -------------- --------------
Income before Gain (Loss) on Sale of Assets, Minority
Interest in Income of Consolidated Joint Venture, and
Equity in Earnings of Unconsolidated Joint Ventures 835,923 554,764 1,012,562
Gain (Loss) on Sale of Assets (9,945 ) 297,741 16,855
Minority Interest in Income of Consolidated Joint Venture (17,290 ) (17,280 ) (17,374 )
Equity in Earnings of Unconsolidated Joint Ventures 207,800 139,219 23,956
-------------- -------------- --------------
Income from Continuing Operations 1,016,488 974,444 1,035,999
-------------- -------------- --------------
Discontinued Operations (Note 6):
Income from discontinued operations (622,909 ) (56,397 ) 277,433
Loss on disposal of discontinued operations (113,780 ) -- --
-------------- -------------- --------------
(736,689 ) (56,397 ) 277,433
-------------- -------------- --------------
Net Income $ 279,799 $ 918,047 $ 1,313,432
============== ============== ==============
Income (Loss) Per Limited Partner Unit
Continuing Operations $ 20.33 $ 19.49 $ 20.72
Discontinued Operations (14.73 ) (1.13 ) 5.55
-------------- -------------- --------------
Total $ 5.60 $ 18.36 $ 26.27
============== ============== ==============
Weighted Average Number of Limited Partner Units
Outstanding 50,000 50,000 50,000
============== ============== ==============
See accompanying notes to financial statements.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
Years Ended December 31, 2002, 2001, and 2000
General Partners Limited Partners
------------------------------ ---------------------------------------------------------------
Accumulated Accumulated Syndication
Contributions Earnings Contributions Distributions Earnings Costs
-------------- ------------- ---------------- ------------- ------------ ------------
Balance, December 31, 1999 $ 161,500 $ 209,871 $ 25,000,000 $ (28,627,387 ) $ 21,721,857 $(2,864,898 )
Distributions to limited
partners ($49.50 per
limited partner unit) -- -- -- (2,475,000 ) -- --
Net income -- -- -- -- 1,313,432 --
------------ -------------- --------------- ---------------- ------------ -------------
Balance, December 31, 2000 161,500 209,871 25,000,000 (31,102,387 ) 23,035,289 (2,864,898 )
Distributions to limited
partners ($48.00 per
limited partner unit) -- -- -- (2,400,000 ) -- --
Net income -- -- -- -- 918,047 --
------------ -------------- --------------- ---------------- ----------- -------------
Balance, December 31, 2001 161,500 209,871 25,000,000 (33,502,387 ) 23,953,336 (2,864,898 )
Distributions to limited
partners ($61.65 per
limited partner unit) -- -- -- (3,082,500 ) -- --
Net income -- -- -- -- 279,799 --
------------ -------------- --------------- ---------------- ------------- --------------
Balance, December 31, 2002 $ 161,500 $ 209,871 $ 25,000,000 $ (36,584,887 ) $ 24,233,135 $ (2,864,898 )
============ ============= =============== ================ ============== ==============
See accompanying notes to financial statements.
- ------------
Total
- -------------
$ 15,600,943
(2,475,000 )
1,313,432
-------------
14,439,375
(2,400,000 )
918,047
-------------
12,957,422
(3,082,500 )
279,799
-------------
$10,154,721
=============
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Year Ended December 31,
2002 2001 2000
--------------- --------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Cash Flows From Operating Activities:
Net income $ 279,799 $ 918,047 $ 1,313,432
--------------- --------------- ---------------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 239,520 269,355 286,621
Amortization of investment in direct financing
leases 6,634 20,457 18,870
Minority interest in income of consolidated joint
venture 17,290 17,280 17,374
Equity in earnings of unconsolidated joint
ventures, net of distributions 15,195 38,911 182,955
Loss (Gain) on sale of assets 123,725 (297,741 ) (16,855 )
Provision for write-down of assets 647,285 884,977 --
Decrease (increase) in receivables 17,363 (21,748 ) (5,122 )
Decrease (increase) in due from related parties -- 6,956 (14,410 )
Decrease (increase) in accrued rental income (21,106 ) (57,270 ) (63,505 )
Decrease in other assets (938 ) 1,553 1,774
Increase (decrease) in accounts payable and real
estate taxes payable 8,255 (142 ) (64,141 )
Decrease in due to related parties 68,885 (4,496 ) (44,524 )
Increase (decrease) in rents paid in advance and
deposits 31,481 (28,566 ) 4,744
--------------- --------------- ---------------
Total adjustments 1,153,589 829,526 303,781
--------------- --------------- ---------------
Net Cash Provided by Operating Activities 1,433,388 1,747,573 1,617,213
--------------- --------------- ---------------
Cash Flows From Investing Activities:
Additions to real estate properties with operating
leases (25,200 ) -- --
Collections on mortgage note receivable 926,800 -- --
Proceeds from sale of assets 492,394 1,336,681 507,365
Liquidating distribution from joint venture 106,521 -- --
--------------- --------------- ---------------
Net cash provided by investing activities 1,500,515 1,336,681 507,365
--------------- --------------- ---------------
Cash Flows From Financing Activities:
Distributions to limited partners (2,162,500 ) (2,400,000 ) (2,537,500 )
Distributions to holder of minority interest (20,088 ) (20,069 ) (20,065 )
--------------- --------------- ---------------
Net cash used in financing activities (2,182,588 ) (2,420,069 ) (2,557,565 )
--------------- --------------- ---------------
Net Increase (Decrease) in Cash and Cash
Equivalents 751,315 664,185 (432,987 )
Cash and Cash Equivalents at Beginning of Year 1,242,931 578,746 1,011,733
--------------- --------------- ---------------
Cash and Cash Equivalents at End of Year $ 1,994,246 $ 1,242,931 $ 578,746
=============== =============== ===============
See accompanying notes to financial statements.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS - CONTINUED
Year Ended December 31,
2002 2001 2000
-------------- ------------- --------------
Supplemental Schedule on Non-Cash Investing and
Financing Activities
Deferred real estate disposition fee incurred and
unpaid at end of year $ 45,300 $ 40,928 $ 15,296
============== ============= ==============
Mortgage note accepted in exchange for sale of assets $ 960,000 $ -- $ --
============== ============= ==============
Distributions declared and unpaid at end of year $ 1,357,500 $ 437,500 $ 437,500
============== ============= ==============
See accompanying notes to financial statements.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001, and 2000
1. Significant Accounting Policies:
Organization and Nature of Business - CNL Income Fund III, Ltd. (the
"Partnership") is a Florida limited partnership that was organized for
the purpose of acquiring both newly constructed and existing restaurant
properties, as well as properties upon which restaurants were to be
constructed, which are leased primarily to operators of national and
regional fast-food restaurant chains.
The general partners of the Partnership are CNL Realty Corporation (the
"Corporate General Partner"), James M. Seneff, Jr. and Robert A.
Bourne. Mr. Seneff and Mr. Bourne are also 50% shareholders of the
Corporate General Partner. The general partners have responsibility for
managing the day-to-day operations of the Partnership.
Real Estate and Lease Accounting - The Partnership records the
acquisitions of real estate properties at cost, including acquisition
and closing costs. The real estate properties are leased to third
parties on a triple-net basis, whereby the tenant is generally
responsible for all operating expenses relating to the property,
including property taxes, insurance, maintenance and repairs. During
the years ended December 31, 2002, 2001, and 2000, tenants paid
directly to real estate taxing authorities approximately $120,600,
$139,800, and $170,800, respectively, in real estate taxes in
accordance with the terms of their triple net leases with the
Partnership.
The leases of the Partnership provide for base minimum annual rental
payments payable in monthly installments. In addition, certain leases
provide for contingent rental revenues based on the tenants' gross
sales in excess of a specified threshold. The partnership defers
recognition of the contingent rental revenues until the defined
thresholds are met. The leases are accounted for using either the
direct financing or the operating methods. Such methods are described
below:
Direct financing method - Leases accounted for using the
direct financing method are recorded at their net investment
(which at the inception of the lease generally represents the
cost of the asset). Unearned income is deferred and amortized
to income over the lease terms so as to produce a constant
periodic rate of return on the Partnership's net investment in
the leases. For the leases classified as direct financing
leases, the building portions of the property leases are
accounted for as direct financing leases while the land
portion of these leases are operating leases.
Operating method - Real estate property leases accounted for
using the operating method are recorded at cost, revenue is
recognized as rentals are earned and depreciation is charged
to operations as incurred. Buildings are depreciated on the
straight-line method over their estimated useful lives of 30
years. When scheduled rentals vary during the lease term,
income is recognized on a straight-line basis so as to produce
a constant periodic rent over the lease term commencing on the
date the property is placed in service.
Accrued rental income represents the aggregate amount of
income recognized on a straight-line basis in excess of
scheduled rental payments to date.
Substantially all leases are for 15 to 20 years and provide for minimum
and contingent rentals. The lease options generally allow tenants to
renew the leases for two or four successive five-year periods subject
to the same terms and conditions as the initial lease. Most leases also
allow the tenant to purchase the property at fair market value after a
specified portion of the lease has elapsed.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001, and 2000
1. Significant Accounting Policies - Continued:
When the properties are sold, the related cost and accumulated
depreciation for operating leases and the net investment for direct
financing leases, plus any accrued rental income, are removed from the
accounts and gains or losses from sales are reflected in income. The
general partners of the Partnership review properties for impairment
whenever events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable through operations. The
general partners determine whether an impairment in value has occurred
by comparing the estimated future undiscounted cash flows, including
the residual value of the property, with the carrying cost of the
individual property. If an impairment is indicated, the assets are
adjusted to their estimated fair value.
When the collection of amounts recorded as rental or other income is
considered to be doubtful, a provision is made to increase the
allowance for doubtful accounts. If amounts are subsequently determined
to be uncollectible, the corresponding receivable and allowance for
doubtful accounts are decreased accordingly.
Investment in Joint Ventures - The Partnership accounts for its 69.07%
interest in Tuscawilla Joint Venture using the consolidation method.
Minority interest represents the minority joint venture partners'
proportionate share of the equity in the Partnership's consolidated
joint venture. All significant intercompany accounts and transactions
have been eliminated.
The Partnership's investments in RTO Joint Venture, and a property in
each of Englewood, Colorado, Miami, Florida, Overland Park, Kansas, and
Baytown, Texas held as tenants-in-common with affiliates of the general
partners, are accounted for using the equity method since each joint
venture or tenancy in common agreement requires the consent of all
partners on all key decisions affecting the operations of the
underlying property.
Cash and Cash Equivalents - The Partnership considers all highly liquid
investments with a maturity of three months or less when purchased to
be cash equivalents. Cash and cash equivalents consist of demand
deposits at commercial banks and money market funds (some of which are
backed by government securities). Cash equivalents are stated at cost
plus accrued interest, which approximates market value.
Cash accounts maintained on behalf of the Partnership in demand
deposits at commercial banks and money market funds may exceed
federally insured levels; however, the Partnership has not experienced
any losses in such accounts.
Income Taxes - Under Section 701 of the Internal Revenue Code, all
income, expenses and tax credit items flow through to the partners for
tax purposes. Therefore, no provision for federal income taxes is
provided in the accompanying financial statements. The Partnership is
subject to certain state taxes on its income and property.
Additionally, for tax purposes, syndication costs are included in
Partnership equity and in the basis of each partner's investment. For
financial reporting purposes, syndication costs represent a reduction
of Partnership equity and a reduction in the basis of each partner's
investment.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001, and 2000
1. Significant Accounting Policies - Continued:
Use of Estimates - The general partners of the Partnership have made a
number of estimates and assumptions relating to the reporting of assets
and liabilities and the disclosure of contingent assets and liabilities
to prepare these financial statements in conformity with generally
accepted accounting principles. The more significant areas requiring
the use of management estimates relate to the allowance for doubtful
accounts and future cash flows associated with long-lived assets.
Actual results could differ from those estimates.
Reclassification - Certain items in the prior years' financial
statements have been reclassified to conform to 2002 presentation,
including a change in presentation of the statement of cash flows from
the direct to the indirect method. These reclassifications had no
effect on partners' capital, net income or cash flows.
Statement of Financial Accounting Standards No. 144 ("FAS 144") -
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement requires that a
long-lived asset be tested for recoverability whenever events or
changes in circumstances indicate that its carrying amount may not be
recoverable. The carrying amount of a long-lived asset is not
recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset.
The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when
the carrying amount of a long-lived asset exceeds its estimated fair
value. If an impairment is recognized, the adjusted carrying amount of
a long-lived asset is its new cost basis. The statement also requires
that the results of operations of a component of an entity that either
has been disposed of or is classified as held for sale be reported as a
discontinued operation if the disposal activity was initiated
subsequent to the adoption of the Standard.
FASB Interpretation No. 46 ("FIN 46") - In January 2003, FASB issued
FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable
Interest Entities" to expand upon and strengthen existing accounting
guidance that addresses when a company should include the assets,
liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with
variable interest entities (more commonly referred to as
special-purpose entities or off-balance sheet structures), FIN 46
requires that a variable interest entity be considered by a company if
that company is subject to a majority risk of loss from the variable
interest entity's activities or entitled to receive a majority of the
entity's residual returns or both. Prior to FIN 46, a company generally
included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. Consolidation of
variable interests entities will provide more complete information
about the resources, obligations, risks and opportunities of the
consolidated company. The consolidation requirements of FIN 46 apply
immediately to variable interest entities created after January 31,
2003, and to older entities in the first fiscal year or interim period
beginning after June 15, 2003. Management believes adoption of this
standard may result in either consolidation or additional disclosure
requirements with respect to the Partnership's unconsolidated joint
ventures or properties held with affiliates of the general partners as
tenants-in-common, which are currently accounted for under the equity
method. However, such consolidation is not expected to significantly
impact the Partnership's results of operations.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001, and 2000
2. Real Estate Properties with Operating Leases:
Real estate properties with operating leases consisted of the following
at December 31:
2002 2001
---------------- --------------
Land $ 3,781,959 $ 3,902,977
Buildings 6,178,603 6,178,603
---------------- --------------
9,960,562 10,081,580
Less accumulated depreciation (2,598,102 ) (2,389,401 )
---------------- --------------
$ 7,362,460 $ 7,692,179
================ ==============
During the year ended December 31, 2001, the Partnership recorded a
provision for write-down of assets of approximately $244,700 relating
to the property located in Montgomery, Alabama, the building portion of
which is classified as a direct financing lease. The tenant of this
property experienced financial difficulties and vacated the property.
The provision represented the difference between the net carrying value
of the property at December 31, 2001 and its estimated fair value. In
May 2002, the Partnership sold this property to a third party for
$400,000. The Partnership received net sales proceeds of approximately
$398,300 (consisting of approximately $66,300 in cash and $320,000 in
the form of a promissory note) resulting in a loss of $9,945 during the
year ended December 31, 2002. In connection with the sale, the
Partnership incurred a deferred, subordinated, real estate disposition
fee of $12,000. This property was identified for sale as of December
31, 2001.
The following is a schedule of the future minimum lease payments to be
received on noncancellable operating leases at December 31, 2002:
2003 $ 1,008,102
2004 1,010,322
2005 1,021,423
2006 938,777
2007 896,446
Thereafter 3,073,615
---------------------
$ 7,948,685
=====================
3. Net Investment in Direct Financing Leases:
The following lists the components of net investment in direct
financing leases at December 31:
2002 2001
----------- -------------
Minimum lease payments receivable $ -- $ 840,786
Estimated residual value -- 153,230
Less unearned income -- (714,295 )
----------- -------------
Net investment in direct financing leases $ -- $ 279,721
=========== =============
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2002, 2001, and 2000
3. Net Investment in Direct Financing Leases - Continued:
During the year ended December 31, 2001 the Partnership recorded a
provision of $308,972 for impairment of the carrying value of the
property in Montgomery, Alabama, because the tenant of this property
experienced financial difficulties and vacated the property. The
provision represented the difference between the property's net
carrying value at December 31, 2001 and its estimated fair value. In
May 2002, the Partnership sold this property to a third party. In
connection with the sale, the gross investment (minimum lease payments
receivable and the estimated residual value) and unearned income
relating to the building were removed from the accounts and the loss
from the sale of the property was reflected in operating results.
4. Mortgage Notes Receivable:
In connection with the sale of its property in Montgomery, Alabama, the
Partnership accepted a promissory note in the principal sum of
$320,000, collateralized by a mortgage on the property. The promissory
note bore interest at a rate of ten percent per annum. In August 2002,
the Partnership received a balloon payment which included the
outstanding principal balance and accrued interest.
In connection with the sale of its property in Canton Township,
Michigan, the Partnership accepted a promissory note in the principal
sum of $640,000, collateralized by a mortgage on the property. The
promissory note bore interest at a rate of 10.5% per annum. In December
2002, the Partnership negotiated for an early payoff at a reduced
amount and received a balloon payment which included $606,800 of the
outstanding principal balance. The Partnership wrote off the accrued
interest of $16,800 and remaining principal balance of $33,200.
5. Investment in Joint Ventures:
As of December 31, 2001, the Partnership had a 73.4% and 46.88%
interest in the profits and losses of Titusville Joint Venture and RTO
joint Venture, respectively. The remaining interests in the Titusville
Joint Venture and the RTO Joint Venture, are held by affiliates of the
general partners. Also, the Partnership has a 33%, a 9.84%, a 25.87%,
and 20% interest in the profits and losses of a property in each of
Englewood, Colorado; Miami, Florida; Overland Park, Kansas; and
Baytown, Texas, respectively, held as tenants-in-common with affiliates
of the general partners.
In January 2002, Titusville Joint Venture, in which the Partnership
owned a 73.4% interest, sold its property, which had been vacant since
1997, to a third party and received net sales proceeds of approximately
$165,600, resulting in a gain of approximately $4,900 to the joint
venture. The Partnership and the joint venture partner dissolved the
joint venture and the Partnership received approximately $106,500
representing its pro rata share of the joint venture's liquidating
distribution. No gain or loss was recorded relating to the dissolution
of the joint venture. This property was identified for sale as of
December 31, 2001.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2002, 2001, 2000
5. Investment in Joint Ventures - Continued:
As of December 31, 2002, RTO Joint Venture, and the Partnership and
affiliates, as tenants-in-common in four separate tenancy-in-common
arrangements, each owned and leased one property to operators of
national fast-food or family-style restaurants. The following presents
the combined, condensed financial information for these joint venture
and tenancy in common arrangements at:
December 31, December 31,
2002 2001
-------------- ---------------
Real estate properties with operating
leases, net $ 4,174,084 $ 4,233,200
Net investment in direct financing
Leases 3,318,332 3,347,560
Cash 21,217 9,615
Receivables -- 67,370
Accrued rental income 378,316 316,362
Other assets 122 1,189
Liabilities 28,002 26,301
Partners' capital 7,864,069 7,948,995
Years ended December 31,
2002 2001 2000
-------------- ---------------- ---------------
Revenues $ 824,515 $ 874,954 $ 852,871
Expenses (74,104 ) (68,292 ) (65,960 )
-------------- ---------------- ---------------
Net income $ 750,411 $ 806,662 $ 786,911
============== ================ ===============
The Partnership recognized income of $207,800, $139,219, and $23,956,
for the years ended December 31, 2002, 2001, and 2000, respectively,
from these joint ventures and properties held as tenants in common.
6. Discontinued Operations:
In July 2002, the Partnership entered into an agreement with a third
party to sell the Golden Corral property in Altus, Oklahoma. In
connection with the anticipated sale of the property, the Partnership
recorded a provision for write-down of assets of approximately $79,700
during the quarter ended June 30, 2002. In September 2002, the
Partnership sold this property and received net sales proceeds of
approximately $298,500. In connection with the sale, the Partnership
incurred a deferred, subordinated, real estate disposition fee of
$9,300.
In September 2002, the Partnership sold its Red Oaks Steakhouse
property in Canton Township, Michigan, to a third party for $800,000.
The Partnership received net sales proceeds of approximately $722,300
(consisting of approximately $82,300 in cash and $640,000 in the form
of a promissory note), resulting in a loss on disposal of discontinued
operations of approximately $80,600 during the year ended December 31,
2002. In connection with the sale, the Partnership incurred a deferred,
subordinated, real estate disposition fee of $24,000. The Partnership
accepted a mortgage note receivable relating to the sale of this
property. In December 2002, when the Partnership negotiated for an
early payoff at a reduced amount and received a balloon payment, the
Partnership wrote off the accrued interest of $16,800 and remaining
principal balance of $33,200.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2002, 2001, 2000
6. Discontinued Operations - Continued:
In December 2002, the Partnership entered into an agreement with a
third party to sell its property in Fayetteville, North Carolina. As a
result, the Partnership reclassified the asset from land and building
on operating leases to real estate held for sale. The reclassified
asset was recorded at the lower of its carrying amount or fair value,
less cost to sell. In addition, the Partnership stopped recording
depreciation once the property was placed up for sale. In connection
with the anticipated sale of the property, the Partnership recorded a
provision for write-down of assets of approximately $567,600 during the
quarter ended December 31, 2002. The Partnership had recorded
provisions for write-down of assets in previous years, including
approximately $331,300 during the year ended December 31, 2001 relating
to this property. The provisions represented the difference between the
property's net carrying value and its then estimated fair value. The
financial results for these three properties are reflected as
Discontinued Operations in the accompanying financial statements.
The operating results of the discontinued operations for the above
properties are as follows:
Year Ended December 31,
2002 2001 2000
---------------- ------------------ ---------------
Rental revenues $ 72,147 $ 312,617 $ 311,885
Expenses (47,771 ) (37,710 ) (34,452 )
Provision for write-down of assets (647,285 ) (331,304 ) --
Loss on disposal of assets (113,780 ) -- --
---------------- ------------------ ---------------
Income (loss) from discontinued
operations $ (736,689 ) $ (56,397 ) $ 277,433
================ ================== ===============
7. Allocations and Distributions:
From inception through December 31, 1999, generally, all net income and
net losses of the Partnership, excluding gains and losses from the sale
of properties, were allocated 99% to the limited partners and one
percent to the general partners. From inception through December 31,
1999, distributions of net cash flow were made 99% to the limited
partners and one percent to the general partners. However, the one
percent of net cash flow distributed to the general partners was
subordinated to receipt by the limited partners of an aggregate, 10%,
noncumulative, noncompounded annual return on their adjusted capital
contributions (the "10% Preferred Return").
From inception through December 31, 1999, generally, net sales proceeds
from the sale of properties not in liquidation of the Partnership, to
the extent distributed, were distributed first to the limited partners
in an amount sufficient to provide them with their cumulative 10%
Preferred Return, plus the return of their adjusted capital
contributions. The general partners then received, to the extent
previously subordinated and unpaid, a one percent interest in all prior
distributions of net cash flow and a return of their capital
contributions. Any remaining sales proceeds were distributed 95% to the
limited partners and five percent to the general partners. Any gain
from the sale of a property not in liquidation of the Partnership was,
in general, allocated in the same manner as net sales proceeds are
distributable. Any loss from the sale of a property was, in general,
allocated first, on a pro rata basis, to partners with positive
balances in their capital accounts; and thereafter, 95% to the limited
partners and five percent to the general partners.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2002, 2001, 2000
7. Allocations and Distributions - Continued:
Generally, net sales proceeds from a liquidating sale of properties
will be used in the following order: (i) first to pay and discharge all
of the Partnership's liabilities to creditors, (ii) second, to
establish reserves that may be deemed necessary for any anticipated or
unforeseen liabilities or obligations of the Partnership, (iii) third,
to pay all of the Partnership's liabilities, if any, to the general and
limited partners, (iv) fourth, after allocations of net income, gains
and/or losses, to distribute to the partners with positive capital
accounts balances, in proportion to such balances, up to amounts
sufficient to reduce such positive balances to zero, and (v)
thereafter, any funds remaining shall then be distributed 95% to the
limited partners and five percent to the general partners.
Effective January 1, 2000, the general partners waived their right to
receive future distributions from the Partnership, including both
distributions of operating cash flow and distributions of liquidation
proceeds, to the extent that the cumulative amount of such
distributions would exceed the balance in the general partners' capital
account as of December 31, 1999. Accordingly, for years commencing
January 1, 2000 and after, the Partnership's net income will be
allocated entirely among the limited partners. However, if losses are
allocated to the general partners in a year, an amount of income equal
to the sum of such losses may be allocated to the general partner in
succeeding years. Accordingly, the general partners were not allocated
any net income during the years ended December 31, 2002, 2001, and
2000.
During the years ended December 31, 2002, 2001, and 2000, the
Partnership declared distributions to the limited partners of
$3,082,500, $2,400,000, and $2,475,000, respectively. Distributions for
the years ended December 31, 2002, 2001, and 2000, included $1,600,000,
$650,000 and $600,000, respectively in a special distribution, as a
result of the distribution of net sales proceeds from the 2002 sales of
the properties in Montgomery, Alabama; Altus, Oklahoma, and Canton
Township, Michigan, the liquidating distribution received from
Titusville Joint Venture, the 2001 sales of the properties in
Washington, Illinois and Schererville, Indiana and the 2000 sale of the
property in Plant City, Florida. These amounts were applied toward the
limited partners' cumulative 10% Preferred Return. No distributions
have been made to the general partners to date.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2002, 2001, and 2000
8. Income Taxes:
The following is a reconciliation of net income for financial reporting
purposes to net income for federal income tax purposes for the years
ended December 31:
2002 2001 2000
------------- ------------- -------------
Net income for financial reporting purposes $ 279,799 $ 918,047 $ 1,313,432
Effect of timing differences relating to
deprecation 3,962 (12,508 ) (10,755 )
Provision for write-down of assets 647,285 884,977 --
Direct financing leases recorded as operating
leases for tax reporting purposes 6,634 20,457 18,870
Effect of timing differences relating to
gains/losses on real estate property sales (467,924 ) (21,271 ) 12,471
Effect of timing differences relating to
equity in earnings of unconsolidated joint
ventures (436,140 ) (134 ) 123,152
Effect of timing differences relating to
allowance for doubtful accounts (28,216 ) 28,216 (8,797 )
Accrued rental income (21,106 ) (57,270 ) (63,505 )
Deduction of transaction costs for tax
reporting purposes -- -- (132,882 )
Rents paid in advance 12,580 (28,566 ) 4,744
Effect of timing differences relating to
minority interest of consolidated joint venture (133 ) (133 ) (257 )
------------- ------------- -------------
Net income (loss) for federal income tax
purposes $ (3,259 ) $1,731,815 $ 1,256,473
============= ============= =============
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2002, 2001, and 2000
9. Related Party Transactions:
One of the individual general partners, James M. Seneff, Jr., is one of
the principal shareholders of CNL Holdings, Inc. The other individual
general partner, Robert A. Bourne, serves as President and Treasurer of
CNL Financial Group, Inc., a wholly owned subsidiary of CNL Holdings,
Inc. CNL APF Partners, LP, a wholly owned subsidiary of CNL American
Properties Fund, Inc. ("APF") served as the Partnership's advisor until
January 1, 2002, when it assigned its rights and obligations under a
management agreement to RAI Restaurants, Inc. (formerly known as CNL
Restaurants XVIII, Inc.). RAI Restaurants, Inc. ("the Advisor") is a
wholly owned subsidiary of APF. The individual general partners are
stockholders and directors of APF.
The Advisor provides services pursuant to a management agreement with
the Partnership. In connection therewith, the Partnership has agreed to
pay the Advisor an annual, noncumulative, subordinated management fee
of one-half of one percent of the Partnership assets under management
(valued at cost) annually. The property management fee is limited to
one percent of the sum of gross operating revenues from joint ventures
or competitive fees for comparable services. In addition, these fees
are incurred and payable only after the limited partners receive their
aggregate, noncumulative 10% Preferred Return. Due to the fact that
these fees are noncumulative, if the limited partners do not receive
their 10% Preferred Return in any particular year, no property
management fees will be due or payable for such year. As a result of
such threshold, no property management fees were incurred during the
years ended December 31, 2002, 2001 and 2000.
The Advisor is also 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 Advisor
provides a substantial amount of services in connection with the sales.
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 the receipt by the limited partners of their aggregate,
cumulative 10% Preferred Return, plus their adjusted capital
contributions. During the years ended December 31, 2002, 2001 and 2000,
the Partnership incurred $45,300, $40,928 and $15,296, respectively, in
deferred, subordinated real estate disposition fees as a result of the
Partnership's sale of the properties in Montgomery, Alabama; Altus,
Oklahoma; Canton Township, Michigan; and the properties in
Schererville, Indiana and Washington, Illinois and the property in
Plant City, Florida, respectively.
The Partnership's Advisor and its affiliates provided accounting and
administrative services. The Partnership incurred $133,609, $130,412,
and $75,583, for the years ended December 31, 2002, 2001, and 2000,
respectively, for such services.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2002, 2001, and 2000
9. Related Party Transactions - Continued:
The amount due to related parties consisted of the following at
December 31:
2002 2001
--------------- ----------------
Due to the Advisor:
Expenditures incurred on
behalf of the Partnership $ 780 $ 1,761
Accounting and administrative
services 9,866 2,450
Deferred, subordinated real
estate disposition fees 170,074 124,774
Other 62,450 --
--------------- ----------------
$ 243,170 $ 128,985
=============== ================
10. 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 rental revenues
from joint ventures and the properties held as tenants-in-common with
affiliates of the general partners) for each of the years ended
December 31:
2002 2001 2000
-------------- ---------------- --------------
IHOP Properties, Inc. $ 279,795 $ 280,071 $ 280,573
Winston's GC No. 1, Inc. 204,252 261,191 N/A
Golden Corral Corp. N/A 267,273 322,038
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 rental revenues from joint ventures and the properties held as
tenants-in-common with affiliates of the general partners) for each of
the years ended December 31:
2002 2001 2000
--------------- ---------------- --------------
Golden Corral Family
Steakhouse Restaurants $ 320,971 $ 528,464 $ 429,016
IHOP 279,795 280,071 280,573
KFC 279,300 253,969 263,688
Taco Bell 178,897 N/A N/A
The information denoted by N/A indicates that for each period
presented, the tenants or chains did not represent more than 10% of the
Partnership's total rental and earned income.
Although the Partnership's properties are geographically diverse
throughout the United States and the Partnership's lessees operate a
variety of restaurant concepts, default by any one of these lessees or
restaurant chains could significantly impact the results of operations
of the Partnership if the Partnership is not able to re-lease the
properties in a timely manner.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2002, 2001, and 2000
11. Selected Quarterly Financial Data:
The following table presents selected unaudited quarterly financial
data for each full quarter during the years ended December 31, 2002 and
2001.
2002 Quarter First Second Third Fourth Year
------------------------------- ----------- ------------- ------------ ------------- ---------------
Continuing Operations (1):
Revenues $ 311,235 $ 290,390 $ 297,673 $ 375,691 $ 1,274,989
Equity in earnings of
unconsolidated joint
ventures 50,630 51,929 52,707 52,534 207,800
Income from continuing
Operations (3) 222,644 221,233 247,363 325,248 1,016,488
Discontinued Operations (1):
Revenues 41,974 15,342 14,831 -- 72,147
Loss from discontinued
Operations (3) (26,638 ) (95,960 ) (86,274 ) (527,817 ) (736,689 )
Net Income (Loss) (3) 196,006 125,273 161,089 (202,569 ) 279,799
Net Income (Loss) per
limited partner unit:
Continuing operations $ 4.45 $ 4.42 $ 4.95 $ 6.51 $ 20.33
Discontinued operations (0.53 ) (1.92 ) (1.73 ) (10.55 ) (14.73 )
----------- ------------- ------------ ------------- ---------------
Total $ 3.92 $ 2.50 $ 3.22 $ (4.04 ) $ 5.60
=========== ============= ============ ============= ===============
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2002, 2001, and 2000
11. Selected Quarterly Financial Data - Continued:
2001 Quarter First Second Third Fourth Year
------------------------------- ----------- ------------- ------------ ------------- ---------------
Continuing Operations (1):
Revenues $ 348,369 $ 414,315 $ 389,608 $ 409,223 $ 1,561,515
Equity in earnings of
unconsolidated joint
ventures 49,221 20,012 37,865 32,121 139,219
Income (Loss) from
continuing
operations (2) 240,007 306,196 526,886 (98,645 ) 974,444
Discontinued operations (1):
Revenues 77,749 77,654 78,114 79,100 312,617
Income (Loss) from
discontinued
operations (3) 68,906 69,041 69,259 (263,603 ) (56,397 )
Net Income (Loss) 308,913 375,237 596,145 (362,248 ) 918,047
Net Income (Loss) per
limited partner unit:
Continuing operations $ 4.80 $ 6.12 $ 10.54 $ (1.97 ) $ 19.49
Discontinued operations 1.38 1.38 1.39 (5.28 ) (1.13 )
----------- ------------- ------------ ------------- ---------------
Total $ 6.18 $ 7.50 $ 11.93 $ (7.25 ) $ 18.36
=========== ============= ============ ============= ===============
(1) Certain items in the quarterly financial data have been reclassified to
conform to the 2002 presentation. This reclassification had no effect
on net income. The results of operations relating to properties that
were either disposed of or were classified as held for sale as of
December 31, 2002 are reported as discontinued operations for all
periods presented. The results of operations relating to properties
that were identified for sale as of December 31, 2001 but sold
subsequently are reported as continuing operations.
(2) In December 2001, the Partnership recorded a provision for write-down
of assets of approximately $553,700 relating to the property in
Montgomery, Alabama. The tenant of this property experienced financial
difficulties and vacated the property during the fourth quarter of
2001. The provision represented the difference between the net carrying
value of the property and its estimated fair value. The Partnership
sold this property in May 2002.
(3) In December 2001, the Partnership recorded a provision for write-down
of assets of approximately $331,300 relating to the property in
Fayetteville, North Carolina. In March 2002, the Partnership entered
into an agreement to sell this property. Based on the pending contract,
the Partnership recorded an additional provision for write-down of
assets of approximately $46,300 during the quarter ended March 31,
2002. This contract was subsequently terminated and in December 2002,
the Partnership entered into a new agreement to sell this property.
Based on the pending contract, the Partnership recorded an additional
provision for write-down of assets of approximately $521,300 during the
fourth quarter of 2002.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2002, 2001, and 2000
12. Subsequent Event:
In February 2003, the Partnership sold its property in Fayetteville,
North Carolina, to a third party and received net sales proceeds of
approximately $371,000, resulting in a gain of approximately $2,200.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The General Partners of the Registrant are James M. Seneff, Jr., Robert
A. Bourne and CNL Realty Corporation, a Florida corporation. The General
Partners manage and control the Partnership's affairs and have general
responsibility and the ultimate authority in all matters affecting the
Partnership's business. The Partnership has available to it the services,
personnel and experience of CNL American Properties Fund, Inc. ("APF"), CNL Fund
Advisors, Inc., CNL Financial Group, Inc. and their affiliates, all of which are
affiliates of the General Partners.
James M. Seneff, Jr., age 56. Since 1971, Mr. Seneff has been active in
the acquisition, development, and management of real estate projects and,
directly or through an affiliated entity, has served as a general partner or
co-venturer in over 100 real estate ventures. These ventures have involved the
financing, acquisition, construction, and leasing of restaurants, office
buildings, apartment complexes, hotels, and other real estate. Mr. Seneff has
served as Director and Chairman of the Board of APF, a public, unlisted real
estate investment trust, since 1994. Mr. Seneff served as Chief Executive
Officer of APF from 1994 through August 1999, and has served as co-Chief
Executive Officer of APF since December 2000. Mr. Seneff served as Chairman of
the Board and Chief Executive Officer of CNL Fund Advisors, Inc., formerly the
Partnership's advisor, until it merged with a wholly-owned subsidiary of APF in
September 1999, and in June 2000, was re-elected to those positions of CNL Fund
Advisors, Inc. Mr. Seneff is a principal stockholder of CNL Holdings, Inc., the
parent company of CNL Financial Group, Inc. (formerly CNL Group, Inc.), a
diversified real estate company, and has served as a Director, Chairman of the
Board and Chief Executive Officer of CNL Financial Group, Inc. since its
formation in 1980. CNL Financial Group, Inc. is the parent company, either
directly or indirectly through subsidiaries, of CNL Real Estate Services, Inc.,
CNL Capital Markets, Inc., CNL Investment Company and CNL Securities Corp., all
of which are engaged in the business of real estate finance. Mr. Seneff also
serves as a Director, Chairman of the Board and Chief Executive Officer of CNL
Hospitality Properties, Inc., a public, unlisted real estate investment trust,
as well as, CNL Hospitality Corp., its advisor. In addition, he serves as a
Director, Chairman of the Board and Chief Executive Officer of CNL Retirement
Properties, Inc., a public, unlisted real estate investment trust and its
advisor, CNL Retirement Corp. Since 1992, Mr. Seneff has also served as a
Director, Chairman of the Board and Chief Executive Officer of Commercial Net
Lease Realty, Inc., a public real estate investment trust that is listed on the
New York Stock Exchange. Mr. Seneff has also served as a Director, Chairman of
the Board and Chief Executive Officer of CNL Securities Corp. since 1979; CNL
Investment Company since 1990; and CNL Institutional Advisors, Inc., a
registered investment advisor for pension plans, since 1990. Mr. Seneff formerly
served as a Director of First Union National Bank of Florida, N.A., and
currently serves as the Chairman of the Board of CNL Bank, an independent,
state-chartered commercial bank. Mr. Seneff previously served on the Florida
State Commission on Ethics and is a former member and past Chairman of the State
of Florida Investment Advisory Council, which recommends to the Florida Board of
Administration investments for various Florida employee retirement funds. The
Florida Board of Administration, Florida's principal investment advisory and
money management agency, oversees the investment of more than $60 billion of
retirement funds. Mr. Seneff received his degree in Business Administration from
Florida State University in 1968.
Robert A. Bourne, age 55. Mr. Bourne has participated as a general
partner or co-venturer in over 100 real estate ventures involved in the
financing, acquisition, construction, and leasing of restaurants, office
buildings, apartment complexes, hotels, and other real estate. Mr. Bourne is a
Director of APF. Mr. Bourne served as President of APF from 1994 through
February 1999. He also served as Treasurer from February 1999 through August
1999 and from May 1994 through December 1994. He also served in various
executive positions with CNL Fund Advisors, Inc. prior to its merger with a
wholly-owned subsidiary of APF including, President from 1994 through September
1997, and Director from 1994 through August 1999. Mr. Bourne serves as President
and Treasurer of CNL Financial Group, Inc.; Director, Vice Chairman of the
Board, and Treasurer , and from 1997 until June 2002 served as President, of CNL
Hospitality Properties, Inc., a public, unlisted real estate investment trust;
as well as, Director, Vice Chairman of the Board, and Treasurer, and from 1997
until June 2002 served as President, of CNL Hospitality Corp., its advisor. In
addition, Mr. Bourne serves as Director, Vice Chairman of the Board, and
Treasurer, and from 1997 until June 2002 served as President, of CNL Retirement
Properties, Inc., a public, unlisted real estate investment trust; as well as, a
Director, Vice Chairman of the Board, and Treasurer, and from 1997 until June
2002 served as President, of its advisor, CNL Retirement Corp. Mr. Bourne also
serves as a Director of CNL Bank. He has served as a Director since 1992, Vice
Chairman of the Board since February 1996, Secretary and Treasurer from February
1996 through 1997, and President from July 1992 through February 1996, of
Commercial Net Lease Realty, Inc., a public real estate investment trust listed
on the New York Stock Exchange. Mr. Bourne also serves as Director, President
and Treasurer for various affiliates of CNL Financial Group, Inc. including, CNL
Investment Company, CNL Securities Corp. and CNL Institutional Advisors, Inc., a
registered investment advisor for pension plans. Mr. Bourne began his career as
a certified public accountant employed by Coopers & Lybrand, Certified Public
Accountants, from 1971 through 1978, where he attained the position of Tax
Manager in 1975. Mr. Bourne graduated from Florida State University in 1970
where he received a B.A. in Accounting, with honors.
Curtis B. McWilliams, age 47. Mr. McWilliams has served as Co-Chief
Executive Officer of APF since December 2000 and previously served as Chief
Executive Officer from September 1999 through December 2000. Prior to the
acquisition of CNL Fund Advisors, Inc., Mr. McWilliams served as President of
APF from February 1999 until September 1999. From February 1998 to February
1999, he served as Executive Vice President of APF. Mr. McWilliams joined CNL
Financial Group, Inc. in April 1997 and served as an Executive Vice President
from October 1997 until September 1999. In addition, Mr. McWilliams served as
President of CNL Fund Advisors, Inc. and CNL Financial Services, Inc., a
corporation engaged in the business of real estate financing, from April 1997
until the acquisition of such entities by wholly-owned subsidiaries of APF in
September 1999. From September 1983 through March 1997, Mr. McWilliams was
employed by Merrill Lynch & Co. The majority of his career at Merrill Lynch &
Co. was in the Investment Banking division where he served as a Managing
Director. Mr. McWilliams received a B.S.E. in Chemical Engineering from
Princeton University in 1977 and a Master of Business Administration degree with
a concentration in finance from the University of Chicago in 1983.
Steven D. Shackelford, age 39. Mr. Shackelford was promoted to
Executive Vice President of APF in June 2000. He served as Senior Vice President
from September 1999 until his promotion in June 2000. Mr. Shackelford has served
as Chief Financial Officer since January 1997 and has served as Secretary and
Treasurer of APF since September 1999. He also served as Chief Financial Officer
of CNL Fund Advisors, Inc. from September 1996 to September 1999. From March
1995 to July 1996, Mr. Shackelford was a senior manager in the national office
of Price Waterhouse LLP where he was responsible for advising foreign clients
seeking to raise capital and a public listing in the United States. From August
1992 to March 1995, he was a manager in the Paris, France office of Price
Waterhouse, serving several multi-national clients. Mr. Shackelford was an audit
staff and senior from 1986 to 1992 in the Orlando, Florida office of Price
Waterhouse. Mr. Shackelford received a Bachelor of Arts degree in Accounting,
with honors, and a Master of Business Administration degree from Florida State
University and is a certified public accountant.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the General Partners, the
officers of the corporate General Partner, and persons who own more than ten
percent of a registered class of the Partnership's equity securities
(collectively, the "Reporting Persons"), to file reports of ownership and
changes in ownership on Forms 3, 4 and 5 with the SEC. Reporting Persons are
required by SEC regulation to furnish the Partnership with copies of all Forms
3, 4 and 5 that they file.
Based solely on the General Partners' review of the copies of such
forms the Partnership has received and written representations from certain
Reporting Persons that they were not required to file Forms 5 for the last
fiscal year, the General Partners believe that all Reporting Persons complied
with all filing requirements applicable to them with respect to transactions
during fiscal 2002.
Item 11. Executive Compensation
Other than as described in Item 13, the Partnership has not paid and
does not intend to pay any executive compensation to the General Partners or any
of their affiliates. There are no compensatory plans or arrangements regarding
termination of employment or change of control.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 10, 2003 no person was known to the Registrant to be a
beneficial owner of more than five percent of the Units.
The following table sets forth, as of March 10, 2003 the beneficial
ownership interests of the General Partners in the Registrant.
Title of Class Name of Partner Percent of Class
General Partnership Interests James M. Seneff, Jr. 45%
Robert A. Bourne 45%
CNL Realty Corporation 10%
--------
100%
========
Neither the General Partners, nor any of their affiliates, owns any
interest in the Registrant, except as noted above.
The Partnership does not have any equity compensation plans.
Item 13. Certain Relationships and Related Transactions
The table below summarizes the types, recipients, methods of
computation and amounts of compensation, fees and distributions paid or payable
by the Partnership to the General Partners and their affiliates for the year
ended December 31, 2002, exclusive of any distributions to which the General
Partners or their affiliates may be entitled by reason of their purchase and
ownership of Units.
Type of Amount Incurred
Compensation Method of For the Year
and Recipient Computation Ended December 31, 2002
Reimbursement to affiliates for Operating expenses are reimbursed Accounting and administrative
operating expenses at the lower of cost or 90% of the services: $133,609
prevailing rate at which
comparable services could have
been obtained in the same
geographic area. If the General
Partners or their affiliates loan
funds to the Partnership, the
General Partners or their
affiliates will be reimbursed for
the interest and fees charged to
them by unaffiliated lenders for
such loans. Affiliates of the
General Partners from time to time
incur certain operating expenses
on behalf of the Partnership for
which the Partnership reimburses
the affiliates without interest.
Annual, subordinated property One-half of one percent per year $-0-
management fee to affiliates of Partnership assets under
management (valued at cost),
subordinated to certain minimum
returns to the Limited Partners.
The property management fee will
not exceed the lesser of one
percent of gross operating
revenues or competitive fees for
comparable services. Due to the
fact that these fees are
noncumulative, if the Limited
Partners do not receive their 10%
Preferred Return in any particular
year, no management fees will be
due or payable for such year.
Type of Amount Incurred
Compensation Method of For the Year
and Recipient Computation Ended December 31, 2002
Deferred, subordinated real estate A deferred, subordinated real $ 45,300
disposition fee payable to estate disposition fee, payable
affiliates upon sale of one or more
Properties, in an amount equal to
the lesser of (i) one-half of a
competitive real estate
commission, or (ii) three percent
of the sales price of such
Property or Properties. Payment
of such fee shall be made only if
affiliates of the General Partners
provide a substantial amount of
services in connection with the
sale of a Property or Properties
and shall be subordinated to
certain minimum returns to the
Limited Partners. However, if the
net sales proceeds are reinvested
in a replacement property, no such
real estate disposition fee will
be incurred until such replacement
property is sold and the net sales
proceeds are distributed.
General Partners' deferred, A deferred, subordinated share $-0-
subordinated share of Partnership equal to one percent of
net cash flow Partnership distributions of net
cash flow, subordinated to certain
minimum returns to the Limited
Partners.
General Partners' deferred, A deferred, subordinated share $-0-
sub-ordinated share of Partnership equal to five percent of
net sales proceeds from a sale or Partnership distributions of such
sales not in liquidation of the net sales proceeds, subordinated
Partnership to certain minimum returns to the
Limited Partners.
Type of Amount Incurred
Compensation Method of For the Year
and Recipient Computation Ended December 31, 2002
General Partners' share of Distributions of net sales $-0-
Partnership net sales proceeds from proceeds from a sale or sales of
a sale or sales in liquidation of substantially all of the
the Partnership Partnership's assets will be
distributed in the following order
or priority: (i) first, to pay all
debts and liabilities of the
Partnership and to establish
reserves; (ii) second, to Partners
with positive capital account
balances, determined after the
allocation of net income, net
loss, gain and loss, in proportion
to such balances, up to amounts
sufficient to reduce such balances
to zero; and (iii) thereafter, 95%
to the Limited Partners and 5% to
the General Partners.
Item 14. Controls and Procedures
The General Partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's 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 the
Partnership's disclosure controls and procedures within 90 days prior to the
filing of this Annual Report on Form 10-K and have determined that such
disclosure controls and procedures are effective.
Subsequent to the above evaluation, there were no significant changes
in internal controls or other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as part of this report.
1. Financial Statements
Report of Independent Certified Public Accountants
Balance Sheets at December 31, 2002 and 2001
Statements of Income for the years ended December 31, 2002,
2001, and 2000
Statements of Partners' Capital for the years ended December
31, 2002, 2001, and 2000
Statements of Cash Flows for the years ended December 31,
2002, 2001, and 2000
Notes to Financial Statements
2. Financial Statement Schedule
Schedule III - Real Estate and Accumulated Depreciation at
December 31, 2002
Notes to Schedule III - Real Estate and Accumulated
Depreciation at December 31, 2002
All other Schedules are omitted as the required information is
inapplicable or is presented in the financial statements or
notes thereto.
3. Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund III,
Ltd. (Included as Exhibit 3.1 to Amendment No. 1 to
Registration Statement No. 33-15374 on Form S-11 and
incorporated herein by reference.)
3.2 Amended and Restated Agreement and Certificate of Limited
Partnership of CNL Income Fund III, Ltd. (Included as Exhibit
3.2 to Form 10-K filed with the Securities and Exchange
Commission on April 5, 1993, and incorporated herein by
reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund III,
Ltd. (Included as Exhibit 4.1 to Amendment No. 1 to
Registration Statement No. 33-15374 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement and Certificate of Limited
Partnership of CNL Income Fund III, Ltd. (Included as Exhibit
3.2 to Form 10-K filed with the Securities and Exchange
Commission on April 5, 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 5, 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 10, 2001, and incorporated herein by reference.)
10.5 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 10, 2001, and incorporated herein by reference.)
10.6 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.)
99.1 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.)
99.2 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) The Registrant filed no reports on Form 8-K during the period from
October 1, 2002 through December 31, 2002.
(c) Not applicable.
(d) Other Financial Information
The Partnership is required to file audited financial information of
its tenant, IHOP Corp., as a result of this tenant leasing more than
20% of the Partnership's total assets for the year ended December 31,
2002. IHOP Corp. is a public company and as of the date hereof, had not
filed their Form 10-K; therefore, the financial statements are not
available to the Partnership to include in this filing. The Partnership
will file this financial information under cover of a Form 10-K/A as
soon as it is available.
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 24th day of
March, 2003.
CNL INCOME FUND III, LTD.
By: CNL REALTY CORPORATION
General Partner
/s/ Robert A. Bourne
--------------------------
ROBERT A. BOURNE, President
By: ROBERT A. BOURNE
General Partner
/s/ Robert A. Bourne
--------------------------
ROBERT A. BOURNE
By: JAMES M. SENEFF, JR.
General Partner
/s/ James M. Seneff, Jr.
--------------------------
JAMES M. SENEFF, JR.
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.
Signature Title Date
/s/ Robert A. Bourne President, Treasurer and Director March 24, 2003
Robert A. Bourne (Principal Financial and Accounting
Officer)
/s/ James M. Seneff, Jr. Chief Executive Officer and Director March 24, 2003
James M. Seneff, Jr. (Principal Executive Officer)
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
I, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund III, Ltd. (the
"registrant"), certify that:
1. I have reviewed this annual report on Form 10-K of the registrant;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 24, 2003
/s/ James M. Seneff, Jr.
James M. Seneff, Jr.
Chief Executive Officer
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
I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate general partner of CNL Income Fund III, Ltd. (the "registrant")
certify that:
1. I have reviewed this annual report on Form 10-K of the registrant;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation
Date"); and
c. presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this annual report whether or not there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 24, 2003
/s/ Robert A. Bourne
Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(a) Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund III,
Ltd. (Included as Exhibit 3.1 to Amendment No. 1 to the
Registration Statement No. 33-15374 on Form S-11 and
incorporated herein by reference.)
3.2 Amended and Restated Agreement and Certificate of Limited
Partnership of CNL Income Fund III, Ltd. (Included as Exhibit
3.2 to Form 10-K filed with the Securities and Exchange
Commission on April 5, 1993, and incorporated herein by
reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund III,
Ltd. (Included as Exhibit 4.1 to Amendment No. 1 to
Registration Statement No. 33-15374 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement and Certificate of Limited
Partnership of CNL Income Fund III, Ltd. (Included as Exhibit
3.2 to Form 10-K filed with the Securities and Exchange
Commission on April 5, 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 5, 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 10, 2001, and incorporated herein by reference.)
10.5 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 10, 2001, and incorporated herein by reference.)
10.6 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.)
99.1 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.)
99.2 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 99.1
EXHIBIT 99.2
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2002
Costs Capitalized
Subsequent To
Initial Cost Acquisition
-------------------- -----------------
Encum- Buildings Improve- Carrying
brances Land Improvemenments Costs
-------- --------- ------------------- ------
Properties the Partnership has
Invested in Under Operating
Leases:
Burger King Restaurants:
Kansas City, Missouri - $236,055 $573,739 - -
Golden Corral Family
Steakhouse Restaurants:
Stockbridge, Georgia - 384,644 685,511 150,000 -
IHOP Restaurant:
Auburn, Alabama - 373,763 1,060,478 - -
KFC Restaurants:
Calallen, Texas - 219,432 - 332,043 -
Katy, Texas - 266,768 - 279,486 -
Burnsville, Minnesota - 196,159 - 437,895 -
Page, Arizona - 328,729 - 270,755 -
Pizza Hut Restaurants:
Jacksboro, Texas - 54,274 147,337 - -
Seminole, Texas - 183,284 134,531 - -
Winter Springs, Florida - 268,128 270,372 - -
Austin, Texas - 301,778 372,137 - -
Taco Bell Restaurants:
Bishop, California - 363,964 - 272,150 -
Longwood, Florida - 346,832 - 394,088 -
Other:
Hastings, Nebraska - 110,800 332,400 23,636 -
Wichita, Kansas - 147,349 442,045 - -
--------- --------- --------- ------
$3,781,959 $4,018,550$2,160,053
========= ========= ========= ======
Property in Which the
Partnership has a 33.0%
Interest as Tenants-in-
Common and has Invested in
Under an Operating Lease:
IHOP Restaurant:
Englewood, Colorado - $552,590 - - -
========= ========= ========= ======
Property in Which the
Partnership has a 9.84%
Interest as Tenants-in-
Common and has Invested in
Under an Operating Lease:
Chevy's Fresh Mex
Restaurant:
Miami, Florida - $976,357 $974,016 - -
========= ========= ========= ======
Property of Joint Venture in Which
the Partnership has a 46.88%
Interest and has Invested in
Under an Operating Lease:
Ruby Tuesday Restaurant:
Orlando, Florida - $623,496 - - -
========= ========= ========= ======
Property in Which the
Partnership has a 20%
Interest as Tenants-in-
Common and has Invested in
Under an Operating Lease:
IHOP Restaurant:
Baytown, Texas - $495,847 $799,469 - -
========= ========= ========= ======
Property in Which the
Partnership has a 33.0%
Interest as Tenants-in-
Common and has Invested in
Under Direct Financing Lease:
IHOP Restaurant:
Englewood, Colorado - - $1,008,839 - -
========= ========= ========= ======
Property in Which the
Partnership has a 25.87%
Interest as Tenants-in-
Common and has Invested in
Under Direct Financing Lease:
IHOP Restaurant:
Overland Park, Kansas - $335,374 $1,273,134 - -
========= ========= ========= ======
Property of Joint Veture in Which
the Partnership has a 46.88%
Interest and has Invested in
Under Direct Financing Lease:
Ruby Tuesday Restaurant:
Orlando, Florida - - - $820,202 -
========= ========= ========= ======
Life on Which
Net Cost Basis at Which Depreciation in
Carried at Close of Period (c) Date Latest Income
- ----------------------------------
Buildings and Accumulatedof Con- Date Statement is
Land Improvements Total DepreciatiostructioAcquired Computed
- ----------- --------------------- ------------------------------------
$236,055 $573,739 $809,794 $288,463 1984 12/87 (b)
384,644 835,511 1,220,155 378,191 1987 11/87 (b)
373,763 1,060,478 1,434,241 112,604 1998 10/99 (b)
219,432 332,043 551,475 160,487 1988 12/87 (b)
266,768 279,486 546,254 137,026 1988 02/88 (b)
196,159 437,895 634,054 209,216 1988 02/88 (b)
328,729 270,755 599,484 131,993 1988 02/88 (b)
54,274 147,337 201,611 74,078 1983 12/87 (b)
183,284 134,531 317,815 67,640 1977 12/87 (b)
268,128 270,372 538,500 135,562 1987 01/88 (b)
301,778 372,137 673,915 184,518 1987 02/88 (b)
363,964 272,150 636,114 128,895 1988 05/88 (b)
346,832 394,088 740,920 185,557 1988 06/88 (b)
110,800 356,036 466,836 180,394 1987 10/87 (b)
147,349 442,045 589,394 223,478 1987 11/87 (b)
- ----------- --------- ---------- ---------
$3,781,959 $6,178,603 $9,960,562 $2,598,102
=========== ========= ========== =========
$552,590 (e) $552,590 (d) 1996 07/97 (d)
=========== ========= ==========
$976,357 $974,016 $1,950,373 $162,426 1995 12/97 (b)
=========== ========= ========== =========
$623,496 (e) $623,496 (d) 1998 05/98 (d)
=========== ========= ==========
$495,847 $799,469 $1,295,316 $85,265 1998 10/99 (b)
=========== ========= ========== =========
- (e) (e) (d) 1996 07/97 (d)
===========
- (e) (e) (d) 1997 01/98 (d)
===========
- (e) (e) (d) 1998 05/98 (d)
===========
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2002
(a) Transactions in real estate and accumulated depreciation are summarized
below. The balances in 1999, 2000, and 2001 have been adjusted to
reflect the reclassification of properties accounted for as
discontinued operations.
Accumulated
Cost Depreciation
---------------- ------------------
Properties the Partnership has Invested
in Under Operating Leases:
Balance, December 31, 1999 $ 12,375,355 $ 2,538,310
Dispositions (604,791 ) (149,107 )
Depreciation expense -- 252,169
---------------- ------------------
Balance, December 31, 2000 11,770,564 2,641,372
Dispositions (1,483,004 ) (486,874 )
Provision for write-down of assets (h) (205,980 ) --
Depreciation expense -- 234,903
---------------- ------------------
Balance, December 31, 2001 10,081,580 2,389,401
Dispositions (121,018 ) --
Depreciation expense -- 208,701
---------------- ------------------
Balance, December 31, 2002 $ 9,960,562 $ 2,598,102
================ ==================
Property of Joint Venture in Which the
Partnership has a 73.4% Interest and
has Invested in Under an Operating
Lease:
Balance, December 31, 1999 $ 750,045 $ 262,872
Provision for write-down of assets (f) (227,094 ) --
Depreciation expense -- 16,994
---------------- ------------------
Balance, December 31, 2000 522,951 279,866
Provision for write-down of assets (f) (73,571 ) --
Depreciation expense -- 8,805
---------------- ------------------
Balance, December 31, 2001 449,380 288,671
Dispositions (f) (449,380 ) (288,671 )
Depreciation expense -- --
---------------- ------------------
Balance, December 31, 2002 $ -- $ --
================ ==================
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION - CONTINUED
December 31, 2002
Accumulated
Cost Depreciation
------------- ----------------
Property in Which the Partnership has a 33%
Interest as Tenants-in-Common and has
Invested in Under an Operating Lease:
Balance, December 31, 1999 $ 552,590 $ --
Depreciation expense (d) -- --
------------- ----------------
Balance, December 31, 2000 552,590 --
Depreciation expense (d) -- --
------------- ----------------
Balance, December 31, 2001 552,590 --
Depreciation expense (d) -- --
------------- ----------------
Balance, December 31, 2002 $ 552,590 $ --
============= ================
Property in Which the Partnership has a 9.84%
Interest as Tenants-in-Common and has
Invested in Under an Operating Lease:
Balance, December 31, 1999 $ 1,950,373 $ 65,023
Depreciation expense -- 32,468
------------- ----------------
Balance, December 31, 2000 1,950,373 97,491
Depreciation expense -- 32,468
------------- ----------------
Balance, December 31, 2001 1,950,373 129,959
Depreciation expense -- 32,467
------------- ----------------
Balance, December 31, 2002 $ 1,950,373 $ 162,426
============= ================
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION - CONTINUED
December 31, 2002
Accumulated
Cost Depreciation
------------- ----------------
Property of Joint Venture in Which the
Partnership has a 46.88% Interest and has
Invested in Under an Operating Lease:
Balance, December 31, 1999 $ 623,496 $ --
Depreciation expense (d) -- --
------------- ----------------
Balance, December 31, 2000 623,496 --
Depreciation expense (d) -- --
------------- ----------------
Balance, December 31, 2001 623,496 --
Depreciation expense (d) -- --
------------- ----------------
Balance, December 31, 2002 $ 623,496 $ --
============= ================
Property in Which the Partnership has a 20%
Interest as Tenants-in-Common and has
Invested in Under an Operating Lease:
Balance, December 31, 1999 $1,295,316 $ 5,318
Depreciation expense -- 26,649
-------------- ---------------
Balance, December 31, 2000 1,295,316 31,967
Depreciation expense -- 26,649
-------------- ---------------
Balance, December 31, 2001 1,295,316 58,616
Depreciation expense -- 26,649
-------------- ---------------
Balance, December 31, 2002 $1,295,316 85,265
============== ===============
(b) Depreciation expense is computed for buildings and improvements based
upon estimated lives of 30 years.
(c) As of December 31, 2002, the aggregate cost of the Properties owned by
the Partnership and its consolidated joint venture and the Properties
owned by unconsolidated joint ventures (including the Properties owned
with affiliates as tenants-in-common) for federal income tax purposes
was $10,644,779 and $7,858,323, respectively. All of the leases are
treated as operating leases for federal income tax purposes.
(d) The portion of the lease relating to the building has been recorded as
a direct financing lease. The cost of the building has been included in
the net investment in direct financing lease; therefore, depreciation
is not applicable.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION - CONTINUED
December 31, 2002
(e) Certain components of the lease relating to land and building have been
recorded as a direct financing lease. Accordingly, costs relating to
these components of this lease are not shown.
(f) The undepreciated cost of the Property in Titusville, Florida, was
written down to its estimated fair value due to an impairment in value.
The Partnership recognized the impairment by recording a provision for
write-down of assets of approximately $227,100 as of December 31, 2000.
During 2001, the Partnership recorded an additional impairment of
approximately $73,600. The total provision represented the difference
between the Property's net carrying value and its estimated fair value.
The Property was sold in January 2002.
(h) The undepreciated cost of the Property in Montgomery, Alabama, for
which the building portion has been classified as a direct financing
lease, was written down to net realizable value due to an impairment in
value. The Partnership recognized the impairment by recording a
provision for write-down of assets of approximately $515,000 as of
December 31, 2001. The provision represented the difference between the
Property's net carrying value and its estimate fair value. The
Partnership sold this Property in May 2002.