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, 2003
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 0-23968
CNL INCOME FUND XIII, LTD.
(Exact name of registrant as specified in its charter)
Florida 59-3143094
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
450 South Orange Avenue
Orlando, Florida 32801
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (407) 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 ($10 per Unit)
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days: Yes X No
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 4,000,000 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 $10 per Unit.
DOCUMENTS INCORPORATED BY REFERENCE:
None
PART I
Item 1. Business
CNL Income Fund XIII, Ltd. (the "Registrant" or the "Partnership") is a
limited partnership which was organized pursuant to the laws of the State of
Florida on September 25, 1992. 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 March 31, 1993, the
Partnership offered for sale up to $40,000,000 of limited partnership interests
(the "Units") (4,000,000 Units at $10 per Unit) pursuant to a registration
statement on Form S-11 under the Securities Act of 1933, as amended, effective
March 17, 1993. The offering terminated on August 26, 1993, at which date the
maximum offering proceeds of $40,000,000 had been received from investors who
were admitted to the Partnership as limited partners (the "Limited Partners").
The Partnership was organized to acquire both newly constructed and
existing restaurant properties, as well as properties upon which restaurants
were to be constructed (the "Properties"), which are leased primarily to
operators of national and regional fast-food and family-style restaurant chains
(the "Restaurant Chains"). Net proceeds to the Partnership from its offering of
Units, after deduction of organizational and offering expenses, totaled
$35,324,831. The net offering proceeds were used to acquire 47 Properties,
including ten Properties consisting of only land, two Properties owned by joint
ventures in which the Partnership is a co-venturer, and one Property acquired as
tenants-in-common with affiliates of the General Partners, to pay acquisition
fees to an affiliate of the General Partners totaling $2,200,000, to pay
miscellaneous acquisition expenses and to establish a working capital reserve
for Partnership purposes.
As of December 31, 2000, the Partnership owned 46 Properties, either
directly or indirectly through joint venture or tenancy in common arrangements.
During the year ended December 31, 2001, the Partnership sold its Property in
Mount Airy, North Carolina, to the tenant and reinvested the net sales proceeds
in a Golden Corral Property located in Blue Springs, Missouri, with an affiliate
of the General Partners as tenants-in-common. During the year ended December 31,
2002, the Partnership sold its Properties in Dayton, Ohio and Overland Park,
Kansas, and reinvested the majority of the net sales proceeds in two Properties
located in Houston, Texas and Lee's Summit, Missouri. During 2003, the
Partnership used the remaining net sales proceeds from the 2002 sale of the
Property in Dayton, Ohio to invest in a Property in Tucker, Georgia with CNL
Income Fund X, Ltd., CNL Income Fund XIV, Ltd., and CNL Income Fund XV, Ltd., as
tenants-in-common. Each of the CNL Income Funds is an affiliate of the General
Partners and a Florida limited partnership.
As of December 31, 2003, the Partnership owned 47 Properties. The 47
Properties include eight Properties consisting of land only, interests in two
Properties owned by joint ventures in which the Partnership is a co-venturer and
five Properties owned with affiliates as tenants-in-common. Under the leases of
the eight Properties consisting of land only, the tenant owns the buildings
currently on the land and has the right, if not in default under the lease, to
remove the buildings from the land at the end of the lease terms. The
Partnership generally leases the Properties 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 taxes. Certain lessees also have
been granted options to purchase Properties, generally at the Property's then
fair market value after a specified portion of the lease term has elapsed. The
Partnership has no obligation to sell all or any portion of a Property at any
particular time, except as may be required under property purchase options
granted to certain lessees.
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 and Properties owned as
tenants-in-common with affiliates of the General Partners provide for initial
terms ranging from 5 to 20 years (the average being 18 years), and expire
between 2004 and 2023. All leases are generally on a triple-net basis, with the
lessees responsible for all repairs and maintenance, property taxes, insurance
and utilities. The leases of the Properties provide for minimum base annual
rental payments (payable in monthly installments) ranging from approximately
$30,600 to $222,500. A majority of the leases provide for percentage rent, based
on sales in excess of a specified amount. In addition, the majority of the
leases provide that, commencing in specified lease years, the annual base rent
required under the terms of the lease will increase.
Generally, the leases of the Properties provide for two to five
five-year renewal options subject to the same terms and conditions as the
initial lease. Lessees of 37 of the Partnership's 47 Properties also have been
granted options to purchase the Property at the Property's then fair market
value after a specified portion of the lease term has elapsed. Fair market value
will be determined through an appraisal by an independent appraisal firm. Under
the terms of certain leases, the option purchase price may equal the
Partnership's original cost to purchase the Property (including acquisition
costs), plus a specified percentage from the date of the lease or a specified
percentage of the Partnership's purchase price, if that amount is greater than
the Property's fair market value at the time the purchase option is exercised.
The leases generally provide that, in the event the Partnership wishes
to sell the Property subject to that lease, the Partnership first must 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.
During 2003, the Partnership used the remaining net sales proceeds from
the sale of the Property in Dayton, Ohio to invest in a Property in Tucker,
Georgia, with CNL Income Fund X, Ltd., CNL Income Fund XIV, Ltd., and CNL Income
Fund XV, Ltd., as tenants-in-common. The lease terms for this Property are
substantially the same as the Partnership's other leases.
In January 2001, the leases relating to the Properties in Mesa,
Arizona, and Peoria, Arizona, were assigned to another tenant and amended to
provide for a reduction in rents for a two-year period. In December 2002, the
leases were amended to provide for a reduction in rents for an additional
six-month period. All other lease terms remained unchanged. The General Partners
do not anticipate that any decreases in rental income, relating to these
amendments, will have a material adverse effect on the Partnership's financial
position or results of operations.
In December 2002, AmeriKing Corporation, the parent company to National
Restaurant Enterprises, Inc., which is the tenant of the Property in Cincinnati,
Ohio, filed for bankruptcy protection. In January 2004, the lease relating to
the Property was assigned to and assumed by a new tenant and all other lease
terms remained the same.
In March 2004, the tenant of the Property in Houston, Texas terminated
its lease, in accordance with its lease agreement, when more than 50% of the
land was taken by a partial right-of-way taking. The General Partners are
currently seeking either a new tenant or a purchaser for the vacant Property.
Major Tenants
During 2003, three lessees of the Partnership, Flagstar Enterprises,
Inc., Long John Silver's, Inc., and Golden Corral Corporation, each contributed
more than ten percent of total rental revenues (including the Partnership's
share of total rental revenues from Properties owned by joint ventures and
Properties owned with affiliates of the General Partners as tenants-in-common
arrangements). As of December 31, 2003, Flagstar Enterprises, Inc. was the
lessee under leases relating to 11 restaurants, Long John Silver's, Inc. was the
lessee under leases relating to five restaurants, and Golden Corral Corporation
was the lessee under leases relating to four restaurants. It is anticipated
that, based on the minimum rental payments required by the leases, these three
lessees will each continue to contribute more than ten percent of total rental
revenues in 2004. In addition, three Restaurant Chains, Long John Silver's,
Hardee's, and Golden Corral Buffet and Grill ("Golden Corral"), each accounted
for more than ten percent of total rental revenues during 2003 (including the
Partnership's share of total rental revenues from Properties owned by joint
ventures and Properties owned with affiliates of the General Partners as
tenants-in-common arrangements). It is anticipated that these three Restaurant
Chains each will continue to account for more than ten percent of total rental
revenues under the terms of the leases in 2004. Any failure of these lessees or
Restaurant Chains will materially affect the Partnership's operating
results if the Partnership is not able to re-lease the Properties in a timely
manner. As of December 31, 2003, no single tenant or group of affiliated tenants
leases Properties with an aggregate carrying value in excess of 20 percent 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, 2003:
Entity Name Year Ownership Partners Property
Attalla Joint Venture 1993 50.00 % CNL Income Fund XIV, Ltd. Attalla, AL
CNL Income Fund II, Ltd., and 1994 66.13 % CNL Income Fund II, Ltd. Arvada, CO
CNL Income Fund XIII,
Ltd., Tenants in Common
Salem Joint Venture 1995 27.80% CNL Income Fund XIV, Ltd. Salem, OH
CNL Income Fund XIII, Ltd., 1997 63.09% CNL Income Fund XVII, Ltd. Akron, OH
and CNL Income Fund
XVII, Ltd., Tenants in
Common
CNL Income Fund III, Ltd., 1997 47.83% CNL Income Fund III, Ltd. Miami, FL
CNL Income Fund VII, CNL Income Fund VII, Ltd.
Ltd., CNL Income Fund X, CNLIncome Fund X, Ltd.
Ltd., and CNL Income
Fund XIII, Ltd., Tenants
in Common
CNL Income Fund XIII, Ltd., 2001 41.00% CNL Income Fund XV, Ltd. Blue Springs,
and CNL Income Fund XV, MO
Ltd., Tenants in Common
CNL Income Fund X, Ltd., CNL 2003 10.00% CNL Income Fund X, Ltd. Tucker, GA
Income Fund XIII, Ltd., CNL Income Fund XIV, Ltd.
CNL Income Fund XIV, CNL Income Fund XV, Ltd.
Ltd., and CNL Income
Fund XV, Ltd., Tenants
in Common
Each joint venture or 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 shares management control equally with the affiliates of the General
Partners.
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
entity or Property. 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 entity or the Property.
Each joint venture has an initial term of 30 years and, after the
expiration of the initial term, continues in existence from year to year unless
terminated at the option of either joint venture or by an event of dissolution.
Events of dissolution include the bankruptcy, insolvency or termination of any
joint venture, sale of the Property owned by the joint venture and mutual
agreement of the Partnership and its joint venture partners to dissolve the
joint venture. 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.
During 2003, the Partnership used the remaining net sales proceeds from
the sale of the Property in Dayton, Ohio to invest in a Property in Tucker,
Georgia, as tenants-in-common with CNL Income Fund X, Ltd., CNL Income Fund XIV,
Ltd., and CNL Income Fund XV, Ltd. Each CNL Income Fund is a Florida limited
partnership and an affiliate of the General Partner.
The joint venture and tenancy in common agreements restrict each
party's ability to sell, transfer or assign its interest without first offering
it for sale to its partners, 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.
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. (the "Advisor"), 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.
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 has agreed to pay the Advisor an
annual fee equal to one percent of the sum of gross rental revenues from
Properties wholly owned by the Partnership plus the Partnership's allocable
share of gross revenues of joint ventures in which the Partnership is a
co-venturer, but not in excess of competitive fees for comparable services.
The management agreement continues until the Partnership no longer owns
an interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.
During 2003, CNL Capital Management, Inc., ("CCM"), a wholly owned
subsidiary of CNL Financial Group, Inc., began providing certain strategic
advisory services to the General Partners relative to the Partnership's
business. CCM is not reimbursed for these services by the Partnership. CCM also
began providing some accounting and portfolio management services to the
Partnership during 2003, through a subcontract with the Advisor.
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, the officers and employees of CNL Restaurant Properties, Inc.
(formerly CNL American Properties Fund, Inc.), the parent company of the
Advisor, and the officers and employees of CCM 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, 2003, the Partnership owned 47 Properties. Of the 47
Properties, 40 are owned by the Partnership in fee simple, two are owned through
joint venture arrangements and five 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.
Description of Properties
Land. The Partnership's Property sites, owned either directly or
indirectly, range from approximately 19,900 to 145,400 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, as of December 31, 2003 by state.
State Number of Properties
Alabama 3
Arizona 2
Arkansas 1
California 1
Colorado 1
Florida 10
Georgia 2
Indiana 1
Louisiana 1
Maryland 1
Missouri 2
Ohio 3
Pennsylvania 3
South Carolina 2
Tennessee 5
Texas 9
------
TOTAL PROPERTIES 47
======
Buildings. Each of the Properties includes a building that is one of a
Restaurant Chain's approved designs. However, the buildings located on the eight
Checkers Properties are owned by the tenant while the land parcels are owned by
the Partnership. The buildings generally are rectangular and are constructed
from various combinations of stucco, steel, wood, brick and tile. The sizes of
the buildings owned by the Partnership range from approximately 1,900 to 11,500
square feet. All buildings on Properties 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, 2003, the Partnership had no plans for renovation
of the Properties. Depreciation expense is computed for buildings and
improvements using the straight-line method using a depreciable life of 40 years
for federal income tax purposes.
As of December 31, 2003, the aggregate cost of the Properties owned by
the Partnership and joint ventures (including the Properties owned through
tenancy in common arrangements) for federal income tax purposes was $31,225,186
and $8,388,631, respectively.
The following table lists the Properties owned by the Partnership,
either directly or indirectly, as of December 31, 2003 by Restaurant Chain.
Restaurant Chain Number of Properties
Arby's 3
Burger King 4
Checkers 8
Chevy's Fresh Mex 1
Denny's 3
Golden Corral 4
Hardee's 11
Jack in the Box 4
Long John Silver's 5
O'Charley's 1
Steak-N-Shake 1
Taco Cabana 1
Wendy's 1
-----
TOTAL PROPERTIES 47
=====
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
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.
The following is a schedule of the average rent per Property and
occupancy rate for the years ended December 31:
2003 2002 2001 2000 1999
-------------- ------------- -------------- ------------- -------------
Rental Revenues (1) $ 3,821,735 $ 3,656,162 $ 3,768,826 $3,753,973 $3,727,854
Properties 47 46 46 46 46
Average Rent Per Property 81,314 79,482 $ 81,931 $ 81,608 $ 81,040
Occupancy Rate 100% 100% 100% 100% 100%
(1) Rental revenues include the Partnership's share of rental revenues from
the Properties owned through joint venture and tenancy in common
arrangements.
The following is a schedule of lease expirations for leases in place as
of December 31, 2003 for the next ten years and thereafter.
Percentage of
Expiration Number of Annual Rental Gross Annual
Year Leases Revenues Rental Income
------------------- ------------- ------------------ --------------------
2004 1 $ 29,494 0.82%
2005 -- -- --
2006 -- -- --
2007 1 34,800 0.97%
2008 2 347,428 9.67%
2009 2 247,790 6.90%
2010 2 130,126 3.62%
2011 3 264,682 7.37%
2012 1 100,960 2.81%
2013 17 1,357,661 37.78%
Thereafter 17 1,080,617 30.06%
------------- ------------------ --------------------
Totals (1) 46 $ 3,593,558 100.00%
============= ================== ====================
(1) Excludes one lease that was terminated in 2004.
Leases with Major Tenants. The terms of the leases with the
Partnership's major tenants as of December 31, 2003 (see Item 1. Business -
Major Tenants), are substantially the same as those described in Item 1.
Business - Leases.
Flagstar Enterprises, Inc. leases 11 Hardee's restaurants. The initial
term of each lease is 20 years (expiring in 2013) and the average minimum base
annual rent is approximately $65,800 (ranging from approximately $54,700 to
$73,600).
Long John Silver's, Inc. leases five Long John Silver's restaurants.
The initial term for four of the leases is 20 years (expiring in 2013). The
initial term of the fifth lease, which the Partnership assumed from a third
party in connection with the acquisition of the related Property, was five
years; the tenant of the property exercised its option to extend the lease for
an additional five years beginning on May 2002 (expiring in 2007). The average
minimum base annual rent is approximately $81,600 (ranging from approximately
$34,800 to $118,100).
Golden Corral Corporation leases four Golden Corral restaurants. The
initial term of each lease is 15 years (expiring between 2008 and 2015) and the
average minimum base annual rent is approximately $190,000 (ranging from
approximately $168,600 to $222,600).
Item 3. Legal Proceedings
Neither the Partnership, nor its General Partners, nor any affiliate of
the Partnership, 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 12, 2004, there were 3,025 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 2003, 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, 2003, the price paid for any Unit transferred
pursuant to the Plan ranged from $8.67 to $9.50 per Unit. The price paid for any
Unit 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 2003 and 2002 other than
pursuant to the Plan.
2003(1) 2002(1)
--------------------------------------- ---------------------------------------
High Low Average High Low Average
---------- ---------- ---------- ---------- ---------- ----------
First Quarter $ 8.86 $ 6.00 $ 7.84 $ 9.50 $ 6.00 $ 7.95
Second Quarter 8.27 6.69 7.45 7.09 7.05 7.07
Third Quarter 9.88 7.39 8.22 9.50 6.00 8.86
Fourth Quarter 9.50 6.92 9.03 6.00 6.00 6.00
(1) A total of 33,114 and 59,780 Units were transferred other than pursuant
to the Plan for the years ended December 31, 2003 and 2002,
respectively.
The capital contribution per Unit was $10. All cash available for
distribution will be distributed to the partners pursuant to the provisions of
the partnership agreement.
For each of the years ended December 31, 2003 and 2002, the Partnership
declared cash distributions of $3,400,008 to the Limited Partners. Distributions
of $850,002 were declared at the close of each of the Partnership's calendar
quarters during 2003 and 2002 to the Limited Partners. These amounts include
monthly distributions made in arrears for the Limited Partners electing to
receive such distributions on this basis. No amounts distributed to the Limited
Partners for the years ended December 31, 2003 and 2002 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.
The Partnership intends to continue to make distributions of cash
available for distribution to the Limited Partners on a quarterly basis,
although some Limited Partners, in accordance with their election, receive
monthly distributions for an annual fee.
(b) Not applicable.
Item 6. Selected Financial Data
2003 2002 2001 2000 1999
-------------- ------------- -------------- ------------- -------------
Year ended December 31:
Continuing Operations :
Revenues $ 3,345,719 $ 3,283,796 $3,187,169 $3,329,371 $3,230,159
Equity in earnings of
unconsolidated joint
ventures 318,869 307,776 309,381 244,344 242,158
Income from continuing
operations (1) 2,837,812 2,811,166 2,622,897 2,872,443 2,461,171
Discontinued Operations :
Revenues -- 306,464 241,295 244,380 247,417
Income from and gain on
disposal of
discontinued
operations (2) -- 521,378 212,924 216,854 219,994
Net income 2,837,812 3,332,544 2,835,821 3,089,297 2,681,165
Income per unit:
Continuing operations $ 0.71 $ 0.70 $ 0.66 $ 0.72 $ 0.62
Discontinued operations -- 0.13 0.05 0.05 0.05
-------------- ------------- -------------- ------------- -------------
$ 0.71 $ 0.83 $ 0.71 $ 0.77 $ 0.67
============== ============= ============== ============= =============
Cash distributions declared $ 3,400,008 $ 3,400,008 $3,400,008 $ 3,400,008 $3,400,008
Cash distributions
declared per unit 0.85 0.85 0.85 0.85 0.85
At December 31:
Total assets $ 32,611,793 $ 33,142,001 $33,149,433 $33,848,645 $34,337,261
Total partners' capital 31,526,002 32,088,198 32,155,662 32,719,849 33,030,560
(1) Income from continuing operations for the years ended December 31,
2003, 2001, and 2000 includes provisions for write-down of assets
$57,915, $56,506, and $51,618, respectively. Income from continuing
operations for the year ended December 31, 1999, includes a loss on
removal of building of $352,285 and a gain on sale of assets of
$176,159.
(2) Income from and gain on disposal of discontinued operations for the
year ended December 31, 2002 include a provisions for write-down of
assets of $105,193 and a gain on disposal of discontinued operations of
$330,476.
(3) Certain items in prior years' financial data have been reclassified to
conform to 2003 presentation. These reclassifications had no effect on
total net income. 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 results of operations
relating to properties that were either identified for sale and
disposed of subsequent to January 1, 2002 or were classified as held
for sale as of December 31, 2003 are reported as discontinued
operations for all periods presented.
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 September 25, 1992, 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 and to be leased primarily to
operators of Restaurant Chains. The leases are generally triple-net leases, with
the lessee generally responsible for all repairs and maintenance, property
taxes, insurance and utilities.
The leases provide for minimum base annual rental amounts (payable in
monthly installments) ranging from approximately $30,600 to $222,500. The
majority of the leases provide for percentage rent, based on sales in excess of
a specified amount. In addition, some of the leases provide that, commencing in
specified lease years (generally the sixth lease year), the annual base rent
required under the terms of the lease will increase.
As of December 31, 2002 and 2001, the Partnership owned 40 Properties
directly and six Properties indirectly through joint venture or tenancy in
common arrangements. As of December 31, 2003, the Partnership owned 40
Properties directly and seven Properties indirectly through joint venture or
tenancy in common arrangements.
Capital Resources
For the years ended December 31, 2003, 2002, and 2001, cash from
operating activities was $3,400,909, $3,614,895, and $3,302,832, respectively.
The decrease in cash from operating activities during 2003, as compared to 2002,
resulted from changes in income and expenses, such as changes in rental revenues
and changes in operating and Property related expenses. The increase in cash
from operating activities during 2002, as compared to 2001, resulted from
changes in the Partnership's working capital, such as the timing of transactions
relating to the collection of receivables and the payment of expenses, and
changes in income and expenses, such as changes in rental revenues and changes
in operating and Property related expense.
Other sources and uses of cash included the following during the years
ended December 31, 2003, 2002, and 2001.
In April 2001, the Partnership sold its Property in Mount Airy, North
Carolina and received net sales proceeds of approximately $947,000. Due to the
fact that during 2001 the Partnership had previously recorded a provision for
write-down of assets for this Property, no additional gain or loss was
recognized upon sale. In April 2001, the Partnership reinvested approximately
$882,300 of these sales proceeds in a Property in Blue Springs, Missouri, as
tenants-in-common, with CNL Income Fund XV, Ltd. ("CNL XV"), a Florida limited
partnership and an affiliate of the General Partners. The Partnership and CNL
XV, as tenants-in-common, acquired this Property from CNL BB Corp., an affiliate
of the General Partners. The affiliate had purchased and temporarily held title
to the Property in order to facilitate the acquisition of the Property by the
Partnership and CNL XV, as tenants-in-common. The purchase price paid by the
Partnership and CNL XV, as tenants-in-common, represented the costs incurred by
the affiliate to acquire the Property. The Partnership owns a 41% interest in
the profits and losses of the Property.
In April 2002, the Partnership recorded a provision for write-down of
assets of $105,193 in anticipation of the sale of the Property in Overland Park,
Kansas. The provision represented the difference between the Property's net
carrying value and its estimated fair value. In August 2002, the Partnership
sold this Property to a third party and received net sales proceeds of
$1,094,300 resulting in a gain on disposal of discontinued operations of
approximately $27,300. In September 2002 the Partnership reinvested the majority
of these net sales proceeds in a Property in Lee's Summit, Missouri. The
Partnership acquired this Property from CNL Net Lease Investors, L.P. ("NLI") at
an approximate cost of $951,000. During 2002, and prior to the Partnership's
acquisition of this Property, CNL Financial LP Holding, LP ("CFN") and CNL Net
Lease Investors GP Corp. ("GP Corp") purchased the limited partner's interest
and general partner's interest, respectively, of NLI. Prior to this transaction,
an affiliate of the Partnership's General Partners owned a 0.1% interest in NLI
and served as a general partner of NLI. The original general partners of NLI
waived their rights to benefit from this transaction. The acquisition price paid
by CFN for the limited partner's interest was based on the portfolio acquisition
price. The Partnership acquired the property in Lee's Summit, Missouri at CFN's
cost and did not pay any additional compensation to CFN for the acquisition of
this property. Each CNL entity is an affiliate of the Partnership's General
Partners.
In June 2002, the Partnership sold its Property in Dayton, Ohio to the
tenant and received net sales proceeds of approximately $1,049,900 resulting in
a gain on disposal of discontinued operations of approximately $303,200. In June
2002 the Partnership reinvested the majority of these net sales proceeds in a
Property in Houston, Texas. The Partnership acquired this Property from CNL
Funding 2001-A, LP, a Delaware limited partnership and an affiliate of the
General Partners at an approximate cost of $918,000. CNL Funding 2001-A, LP had
purchased and temporarily held title to the Property in order to facilitate the
acquisition of the Property by the Partnership. The purchase price paid by the
Partnership represented the costs incurred by CNL Funding 2001-A, LP to acquire
and carry the Property.
In December 2002, AmeriKing Corporation, the parent company to National
Restaurant Enterprises, Inc. which is the tenant of the Property in Cincinnati,
Ohio, filed for bankruptcy protection. In January 2004, the lease relating to
the Property was assigned to a new tenant and all other lease terms remained the
same.
In November 2003, the Partnership used the remaining net sales proceeds
from the sale of the Property in Dayton, Ohio to invest in a Property in Tucker,
Georgia, as tenants-in-common with CNL Income Fund X, Ltd., CNL Income Fund XIV,
Ltd., and CNL Income Fund XV, Ltd. The Partnership contributed approximately
$153,600 for a 10 percent interest in the Property.
None of the Properties owned by the Partnership, or the joint ventures
or tenancy-in-common arrangements in which the Partnership owns an interest is
or may be encumbered. Subject to certain restrictions on borrowing, however, the
Partnership may borrow funds but will not encumber any of the Properties in
connection with any such borrowing. The Partnership will not borrow for the
purpose of returning capital to the Limited Partners. The Partnership will not
borrow under arrangements that would make the Limited Partners liable to
creditors of the Partnership. The General Partners further have represented that
they will use their reasonable efforts to structure any borrowing so that it
will not constitute "acquisition indebtedness" for federal income tax purposes
and also will limit the Partnership's outstanding indebtedness to three percent
of the aggregate adjusted tax basis of its Properties. 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.
At December 31, 2003, the Partnership had $1,123,111 invested in cash
and cash equivalents, as compared to $1,275,846 at December 31, 2002. At
December 31, 2003 these funds were held in demand deposit and money market
accounts at commercial banks. The decrease in cash and cash equivalents at
December 31, 2003, as compared to December 31, 2002, was primarily due to a
reinvestment of the net sales proceeds, received during 2002, in an additional
Property in Tucker, Georgia, as described above. As of December 31, 2003, the
average interest rate earned on the rental income deposited in demand deposit
and money market accounts at commercial banks was less than one percent
annually. The funds remaining at December 31, 2003, after payment of
distributions and other liabilities, will be used to invest in an additional
Property, and to invest in an additional Property, and to meet the Partnership's
working capital needs.
Short-Term Liquidity
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.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
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.
Due to low operating expenses and ongoing cash flow, the General
Partners believe that the Partnership has sufficient working capital reserves at
this time. In addition, because all leases of the Partnership's Properties are
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 to cause the Partnership to maintain additional reserves
if, in their discretion, they determine such reserves are required to meet the
Partnership's working capital needs.
The Partnership generally distributes cash from operations remaining
after the payment of the operating expenses of the Partnership, to the extent
that the General Partners determine that such funds are available for
distribution. Based on current and, for the year ended December 31, 2001, future
anticipated cash from operations, the Partnership declared distributions to the
Limited Partners of $3,400,008 for each of the years ended December 31, 2003,
2002 and 2001. This represents distributions of $0.85 per Unit for each of the
years. No amounts distributed to the Limited Partners for the years ended
December 31, 2003, 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. 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 and did not receive any distributions
during the years ended December 31, 2003, 2002 and 2001.
As of December 31, 2003 and 2002, the Partnership owed $17,178 and
$20,593, respectively, to affiliates for operating expenses, accounting and
administrative services, and management fees. As of March 12, 2004, the
Partnership had reimbursed the affiliates for these amounts. Other liabilities,
including distributions payable, increased to $1,068,613 at December 31, 2003,
from $1,033,210 at December 31, 2002, primarily as a result of an increase in
rents paid in advance. The General Partners believe that there is sufficient
cash on hand to meet current working capital needs.
Off-Balance Sheet Transactions
The Partnership holds interest in various unconsolidated joint venture
and tenancy in common arrangements that are accounted for using the equity
method. The General Partners do not believe that any such interest would
constitute an off-balance sheet arrangement requiring any additional disclosures
under the provisions of the Sarbanes-Oxley Act of 2002.
Contractual Obligations, Contingent Liabilities, and Commitments
The Partnership has no contractual obligations, contingent liabilities,
or commitments as of December 31, 2003.
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 Financial Accounting Standards No. 13, "Accounting for Leases"
("FAS 13"), and have been accounted for using either the direct financing or the
operating method. 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 assumptions regarding
collectibility of lease payments could result in a change in accounting for 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.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets." Accordingly, 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 the year ended December 31, 2003 to the year ended December 31,
2002
Rental revenues from continuing operations were $3,114,071 for the year
ended December 31, 2003 as compared to $3,008,601 during the same period of
2002. The increase in rental revenues from continuing operations during 2003, as
compared to the same period of 2002, was primarily due to the Partnership
reinvesting the majority of the net proceeds from the 2002 sales of the
Properties in Dayton, Ohio, and Overland Park, Kansas in two Properties in
Houston, Texas and Lee's Summit, Missouri.
During the years ended December 31, 2003 and 2002, the Partnership also
earned $229,967 and $269,673, respectively, in contingent rental income. The
decrease in contingent rental income during 2003 was also due to the Partnership
recording lower contingent rental income relating to the Properties in
Pineville, Louisiana; Peoria, Arizona; Mesa, Arizona; and Panama City, Florida,
whose tenants experienced financial difficulties.
During the years ended December 31, 2003 and 2002, the Partnership
earned $318,869 and $307,776, respectively, attributable to the net income
earned by joint ventures. Net income earned by joint ventures during 2003, as
compared to 2002, remained fairly constant as there was no change in the leased
Property portfolio owned by the joint ventures and tenancies in common other
than the investment in a Property in November 2003 as tenants-in-common with
affiliates of the General Partners. The Partnership has a 10% interest in this
Property.
During 2003, three lessees of the Partnership, Flagstar Enterprises,
Inc., Long John Silver's, Inc., and Golden Corral Corporation, each contributed
more than ten percent of the total rental revenues (including the Partnership's
share of total rental revenues from Properties owned by joint ventures and
Properties owned with affiliates of the General Partners as tenants-in-common
arrangements). As of December 31, 2003, Flagstar Enterprises, Inc. was the
lessee under leases relating to 11 restaurants, Long John Silver's, Inc. was the
lessee under leases relating to five restaurants, and Golden Corral Corporation
was the lessee under leases relating to four restaurants. It is anticipated
that, based on the minimum rental payments required by the leases, these three
lessees will each continue to contribute more than ten percent of total rental
revenues in 2004. In addition, three Restaurant Chains, Long John Silver's,
Hardee's, and Golden Corral, each accounted for more than ten percent of total
rental revenues during 2003 (including the Partnership's share of total rental
revenues from Properties owned by joint ventures and Properties owned with
affiliates of the General Partners as tenants-in-common arrangements). It is
anticipated that these three Restaurant Chains each will continue to account for
more than ten percent of total rental revenues under the terms of the leases in
2004. Any failure of these lessees or Restaurant Chains will materially affect
the Partnership's operating results if the Partnership is not able to re-lease
the Properties in a timely manner.
Operating expenses, including depreciation and amortization expense and
provision for write-down assets, were $826,776 and $780,406 for the years ended
December 31, 2003 and 2002, respectively. The increase in operating expenses
during 2003, as compared to 2002, was primarily the result of the Partnership
recording a provision for write-down of assets of approximately $57,900 relating
to the Property in Houston, Texas. In March 2004, the tenant of this Property
terminated its lease, in accordance with its lease agreement, when more than 50%
of the land was taken by a partial right-of-way taking. The General Partners are
currently seeking either a new tenant or a purchaser for the vacant Property.
The increase in operating expenses during 2003 was also partially caused by an
increase in state tax expense relating to several states in which the
Partnership conducts business. The increase in operating expenses during 2003,
was partially offset by a decrease in the costs incurred for administrative
expenses for servicing the Partnership and its Properties.
During the year ended December 31, 2002, the Partnership identified and
sold two Properties, one each in Overland Park, Kansas and Dayton, Ohio. In
relation to these sales, the Partnership received net sales proceeds of
approximately $2,144,200, resulting in gains on disposal of discontinued
operations of approximately $330,500. The Partnership had recorded a provision
for write-down of assets relating to the Property in Overland Park, Kansas of
approximately $105,200 during the year ended December 31, 2002 in anticipation
of the sale. The provision represented the difference between the Property's net
carrying value and its estimated fair value. The financial results for these
Properties are reflected as discontinued operations in the accompanying
financial statements.
Comparison of the year ended December 31, 2002 to the year ended December 31,
2001
Rental revenues from continuing operations were $3,008,601 for the year
ended December 31, 2002 as compared to $2,966,922 in the same period in 2001.
The increase in rental revenues from continuing operations during 2002, as
compared to the same period in 2001, was primarily due to the Partnership
reinvesting the majority of the net proceeds from the 2002 sales of the
Properties in Dayton, Ohio, and Overland Park, Kansas in two Properties in
Houston, Texas and Lee's Summit, Missouri. The increase in rental revenues from
continuing operations during 2002, as compared to the same period in 2001, was
partially offset by the fact that the Partnership sold its Property in Mount
Airy, North Carolina in April 2001 and reinvested the majority of the net sales
proceeds in a Property in Blue Springs, Missouri with an affiliate of the
General Partners, as tenants-in-common.
During the years ended December 31, 2002 and 2001, the Partnership
earned $269,673 and $195,058, respectively, in contingent rental income. The
increase in contingent rental income during 2002, as compared to the same period
in 2001, was primarily attributable to an increase in gross sales for certain
restaurant Properties whose leases require the payment of contingent rental
income.
During the years ended December 31, 2002 and 2001, the Partnership
earned $307,776 and $309,381, respectively, attributable to the net income
earned by joint ventures. The decrease in net income earned by joint ventures,
during 2002, is due to a decrease in contingent rental income resulting from
lower gross sales from the restaurant Property in Miami, Florida, the lease of
which requires the payment of contingent rental income. The Partnership owns
approximately a 48% interest in this Property as, tenants-in-common, with
Florida limited partnerships which are affiliates of the General Partners. The
decrease in net income earned by joint ventures during 2002, as compared to the
same period in 2001, was partially offset by the fact that in April 2001, the
Partnership used the majority of the net sales proceeds received from the sale
of its Property in Mount Airy, North Carolina, to acquire an interest in a
Property in Blue Springs, Missouri. The Partnership owns approximately a 41%
interest in this Property, as tenants-in-common, with CNL Income Fund XV, Ltd.
During the years ended December 31, 2002 and 2001, the Partnership also
earned $5,522 and $25,189, respectively, in interest and other income. Interest
and other income were higher during 2001, as compared to the same period in
2002, primarily due to higher monthly average cash balances during 2001.
Operating expenses, including depreciation and amortization expense and
provision for write-down of assets, were $780,406 and $873,653 for the years
ended December 31, 2002 and 2001, respectively. The decrease in operating
expenses during 2002 was partially offset by a decrease in the costs incurred
for administrative expenses for servicing the Partnership and its Properties,
and a decrease in state tax expense.
Operating expenses were also higher during 2001, as compared to the
same period of 2002, due to the fact that the Partnership recorded a provision
for write-down of assets of $56,506 for the Property in Mount Airy, North
Carolina in March 2001. The provision represented the difference between the
carrying value of the Property and its estimated fair value. The decrease in
operating expenses during 2002 was partially offset by an increase in
depreciation expense due to Property acquisitions.
During the year ended December 31, 2002, the Partnership identified and
sold two Properties, one each in Overland Park, Kansas and Dayton, Ohio. In
relation to these sales, the Partnership received net sales proceeds of
approximately $2,144,200, resulting in gains on disposal of discontinued
operations of approximately $330,500. The Partnership had recorded a provision
for write-down of assets relating to the Property in Overland Park, Kansas of
approximately $105,200 during the year ended December 31, 2002 in anticipation
of the sale. The provision represented the difference between the Property's net
carrying value and its estimated fair value. The financial results for these
Properties are reflected as Discontinued Operations in the accompanying
financial statements.
The General Partners continuously evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the Limited
Partners.
The Partnership's leases as of December 31, 2003, are generally
triple-net leases and 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
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, the Financial Accounting Standards Board ("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, FIN 46 requires
that a variable interest entity be consolidated 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. In December 2003, the FASB issued FASB Interpretation No. 46R
("FIN 46R"), to clarify some of the provisions of FIN 46. Under FIN 46R, special
effective date provisions apply to entities that have fully or partially applied
FIN 46 prior to issuance of FIN 46R. Otherwise, application of FIN 46R is
required in financial statements of public entities that have interests in
structures that are commonly referred to as special-purpose entities for periods
ending after December 15, 2003. Application by public entities, other than small
business issuers, for all other types of variable interest entities is required
in financial statements for periods ending after March 15, 2004. The Partnership
did not fully or partially apply FIN 46 prior to the issuance of FIN 46R. Also,
the Partnership does not have interests in structures commonly referred to as
special-purpose entities. Therefore, application of FIN 46R is required in the
Partnership's financial statements for periods ending after March 15, 2004. The
General Partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements of the Partnership's
unconsolidated joint ventures, 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 XIII, 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 24-35
Report of Independent Certified Public Accountants
To the Partners
CNL Income Fund XIII, 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 XIII, Ltd. (a Florida
limited partnership) at December 31, 2003 and 2002, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 2003 in conformity with accounting principles generally accepted in
the United States of America. In addition, in our opinion, the financial
statement schedules listed in the index appearing under item 15(a)(2) present
fairly, in all material respects, the information set forth therein when read in
conjunction with the related financial statements. These financial statements
and financial statement schedules are the responsibility of the Partnership's
management; our responsibility is to express an opinion on these financial
statements and financial statement schedules 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 Standards No. 144
"Accounting for the Impairment or Disposal of Long-Lived Assets."
/s/ PricewaterhouseCoopers LLP
Orlando, Florida
March 24, 2004
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
December 31,
2003 2002
----------------------- ----------------------
ASSETS
Real estate properties with operating leases, net $ 20,648,573 $ 21,048,701
Net investment in direct financing leases 5,416,343 5,561,235
Investment in joint ventures 3,310,368 3,211,480
Cash and cash equivalents 1,123,111 1,275,846
Receivables, less allowance for doubtful accounts
of $69,401 and $3,222 respectively 97,948 76,653
Accrued rental income 1,978,140 1,932,122
Other assets 37,310 35,964
----------------------- ----------------------
$ 32,611,793 $ 33,142,001
======================= ======================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 16,519 $ 7,851
Real estate taxes payable 5,319 4,410
Distributions payable 850,002 850,002
Due to related parties 17,178 20,593
Rents paid in advance 174,627 147,147
Deferred rental income 22,146 23,800
----------------------- ----------------------
Total liabilities 1,085,791 1,053,803
Partners' capital 31,526,002 32,088,198
----------------------- ----------------------
$ 32,611,793 $ 33,142,001
======================= ======================
See accompanying notes to financial statements.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
STATEMENTS OF INCOME
Year Ended December 31,
2003 2002 2001
---------------- ---------------- ---------------
Revenues
Rental income from operating leases $ 2,533,122 $ 2,456,253 $ 2,387,542
Earned income from direct financing leases 580,949 552,348 579,380
Contingent rental income 229,967 269,673 195,058
Interest and other income 1,681 5,522 25,189
---------------- ---------------- ---------------
3,345,719 3,283,796 3,187,169
---------------- ---------------- ---------------
Expenses
General operating and administrative 262,190 287,619 313,948
Property related 12,463 21,509 24,528
Management fees to related parties 37,560 37,535 36,671
State and other taxes 56,280 38,715 57,457
Depreciation and amortization 400,368 395,028 384,543
Provision for write-down of assets 57,915 -- 56,506
---------------- ---------------- ---------------
826,776 780,406 873,653
---------------- ---------------- ---------------
Income before equity in earnings of unconsolidated joint ventures 2,518,943 2,503,390 2,313,516
Equity in earnings of unconsolidated joint ventures 318,869 307,776 309,381
---------------- ---------------- ---------------
Income from continuing operations 2,837,812 2,811,166 2,622,897
---------------- ---------------- ---------------
Discontinued operations
Income from discontinued operations -- 190,902 212,924
Gain on disposal of discontinued operations -- 330,476 --
---------------- ---------------- ---------------
-- 521,378 212,924
---------------- ---------------- ---------------
Net income $ 2,837,812 $ 3,332,544 $ 2,835,821
================ ================ ===============
Income per limited partner unit:
Continuing operations $ 0.71 $ 0.70 $ 0.66
Discontinued operations -- 0.13 0.05
---------------- ---------------- ---------------
$ 0.71 $ 0.83 $ 0.71
================ ================ ===============
Weighted average number of limited partner units outstanding 4,000,000 4,000,000 4,000,000
================ ================ ===============
See accompanying notes to financial statements.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
Years Ended December 31, 2003, 2002 and 2001
General Partners Limited Partners
-------------------------------------- -----------------------------------------------------------
Accumulated Accumulated
Contributions Earnings Contributions Distributions Earnings
------------------- ----------------- ------------------ ----------------- ------------------
Balance, December 31, 2000 $ 1,000 $ 190,934 $ 40,000,000 $ (24,528,424) $ 21,721,508
Distributions to limited
partners ($0.85 per
limited partner unit) -- -- -- (3,400,008) --
Net income -- -- -- -- 2,835,821
------------------- ----------------- ------------------ ----------------- ------------------
Balance, December 31, 2001 1,000 190,934 40,000,000 (27,928,432) 24,557,329
Distributions to limited
partners ($0.85 per
limited partner unit) -- -- -- (3,400,008) --
Net income -- -- -- -- 3,332,544
------------------- ----------------- ------------------ ----------------- -----------------
Balance, December 31, 2002 1,000 190,934 40,000,000 (31,328,440) 27,889,873
Distributions to limited
partners ($0.85 per
limited partner unit) -- -- -- (3,400,008) --
Net income -- -- -- -- 2,837,812
------------------- ----------------- ------------------ ----------------- ------------------
Balance, December 31, 2003 $ 1,000 $ 190,934 $ 40,000,000 $ (34,728,448) $ 30,727,685
=================== ================= ================== ================= ==================
See accompanying notes to financial statements.
- ---------------- ---------------
Syndication
Costs Total
- ---------------- ---------------
$ (4,665,169) $ 32,719,849
-- (3,400,008)
-- 2,835,821
- ---------------- ---------------
(4,665,169) 32,155,662
-- (3,400,008)
-- 3,332,544
- ---------------- ---------------
(4,665,169) 32,088,198
-- (3,400,008)
-- 2,837,812
- ---------------- ---------------
$ (4,665,169) $ 31,526,002
================ ===============
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Year Ended December 31,
2003 2002 2001
----------------- ----------------- -----------------
Cash Flows from Operating Activities:
Net income $ 2,837,812 $ 3,332,544 $ 2,835,821
----------------- ----------------- -----------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 400,128 403,070 410,264
Amortization 240 984 1,808
Equity in earnings of joint
ventures, net of distributions 54,508 106,643 (1,591 )
Provision for write-down of assets 57,915 105,193 56,506
Gain on sale of assets -- (330,476 ) --
Decrease (increase) in receivables (21,295 ) (30,100 ) 196,533
Amortization of investment in
direct financing leases 144,892 127,811 109,275
Increase in accrued rental income (103,933 ) (142,676 ) (184,152 )
Decrease (increase) in other assets (1,346 ) (18,130 ) 13,393
Increase (decrease) in accounts
payable, accrued expenses, and
escrowed real estate taxes payable 9,577 944 (27,056 )
Increase (decrease) in due to
related parties (3,415 ) 5,059 (117,137 )
Increase in rents paid in advance
and deposits and deferred rental
income 25,826 54,029 9,168
----------------- ----------------- -----------------
Total adjustments 563,097 282,351 467,011
----------------- ----------------- -----------------
Net cash provided by operating activities 3,400,909 3,614,895 3,302,832
----------------- ----------------- -----------------
Cash Flows from Investing Activities:
Proceeds from sale of assets -- 2,144,163 947,000
Additions to real estate properties -- (1,868,954 ) --
Investment in joint ventures (153,636 ) -- (882,305 )
----------------- ----------------- -----------------
Net cash provided by (used in)
investing activities (153,636 ) 275,209 64,695
----------------- ----------------- -----------------
Cash Flows from Financing Activities:
Distributions to limited partners (3,400,008 ) (3,400,008 ) (3,400,008 )
----------------- ----------------- -----------------
Net cash used in financing activities (3,400,008 ) (3,400,008 ) (3,400,008 )
----------------- ----------------- -----------------
Net increase (decrease) in cash and cash
equivalents (152,735 ) 490,096 (32,481 )
Cash and cash equivalents at beginning of year 1,275,846 785,750 818,231
----------------- ----------------- -----------------
Cash and cash equivalents at end of year $ 1,123,111 $ 1,275,846 $ 785,750
================= ================= =================
See accompanying notes to financial statements.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
STATEMENT OF CASH FLOWS - CONTINUED
Year Ended December 31,
2003 2002 2001
----------------- ----------------- -----------------
Supplemental Schedule of Non-Cash
Financing Activities:
Distributions declared and unpaid at
December 31 $ 850,002 $ 850,002 $ 850,002
================= ================= =================
See accompanying notes to financial statements.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002 and 2001
1. Significant Accounting Policies
Organization and Nature of Business - CNL Income Fund XIII, 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 and family-style 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 percent 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 real
estate property acquisitions at cost. The properties are leased to
third parties generally on a triple-net basis, whereby the tenant is
responsible for all operating expenses relating to the property,
including property taxes, insurance, maintenance and repairs. During
the years ended December 31, 2003, 2002, and 2001, tenants paid, or are
expected to pay, directly to real estate taxing authorities
approximately $521,800, $523,100, and $501,300, respectively, in
estimated real estate taxes in accordance with the terms of their
leases. 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
operating or direct financing methods.
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.
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
periodical 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
portions of the majority of these leases are operating leases.
Accrued rental income represents the aggregate amount of income
recognized on a straight-line basis in excess of scheduled rental
payments to date. In contrast, deferred rental income represents the
aggregate amount of scheduled rental payments to date (including rental
payments due during construction and prior to the property being placed
in service) in excess of income recognized on a straight-line basis
over the lease term commencing on the date the property is placed in
service.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002 and 2001
1. Significant Accounting Policies - Continued
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 to five 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.
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 or deferred 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 recorded 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
interests in Attalla Joint Venture and Salem Joint Venture, and the
properties in Arvada, Colorado; Akron, Ohio; Miami, Florida; Blue
Springs, Missouri; and Tucker, Georgia, each property held as
tenants-in-common with affiliates, 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. 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 XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
1. Significant Accounting Policies - Continued
Rents Paid in Advance - Rents paid in advance by lessees for future
periods are deferred upon receipt and are recognized as revenues during
the period in which the rental income is earned.
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 year's financial
statements have been reclassified to conform to 2003 presentation.
These reclassifications had no effect on partner's capital, net income
or cash flows.
Statement of Financial Accounting Standards No. 144 - Effective January
1, 2002, the Partnership adopted Statement of Financial Accounting
Standards No. 144 ("FAS 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 - In January 2003, the Financial Accounting
Standards Board ("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, FIN 46 requires
that a variable interest entity be consolidated 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. In December 2003,
the FASB issued FASB Interpretation No. 46R ("FIN 46R"), to clarify
some of the provisions of FIN 46. Under FIN 46R, special effective date
provisions apply to entities that have fully or partially applied FIN
46 prior to issuance of FIN 46R. Otherwise, application of FIN 46R is
required in financial statements of public entities that have interests
in structures that are commonly referred to as special-purpose entities
for periods ending after December 15, 2003. Application by public
entities, other than small business issuers, for all other types of
variable interest entities is required in financial statements for
periods ending after March 15, 2004. The Partnership did not fully or
partially apply FIN 46 prior to the issuance of FIN 46R. Also, the
Partnership does not have interests in structures commonly referred to
as special-purpose entities. Therefore, application of FIN 46R is
required in the Partnership's financial statements for periods ending
after March 15, 2004. The General Partners believe adoption of this
standard may result in either consolidation or additional disclosure
requirements of the Partnership's unconsolidated joint ventures, 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 XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
2. Real Estate Properties with Operating Leases
Real estate properties with operating leases consisted of the following
at December 31:
2003 2002
-------------------- -------------------
Land $ 12,668,461 $ 12,668,461
Buildings 11,718,056 11,718,056
-------------------- -------------------
24,386,517 24,386,517
Less accumulated depreciation (3,737,944) (3,337,816)
-------------------- -------------------
$ 20,648,573 $ 21,048,701
==================== ===================
In June 2002, the Partnership reinvested the majority of the net sales
proceeds from the sale of the property in Dayton, Ohio, in a property
in Houston, Texas at an approximate cost of $918,000. The Partnership
acquired this property from CNL Funding 2001-A, LP, an affiliate of the
general partners.
In September 2002, the Partnership reinvested the majority of the net
sales proceeds from the sale of the property in Overland Park, Kansas,
in a property in Lee's Summit, Missouri at an approximate cost of
$951,000. The Partnership acquired this property from CNL Net Lease
Investors, L.P., an affiliate of the general partners. The land portion
of this property was classified as an operating lease while the
building portion was classified as a direct financing lease.
The following is a schedule of the future minimum lease payments to be
received on noncancellable operating leases at December 31, 2003:
2004 $ 2,488,322
2005 2,494,971
2006 2,532,002
2007 2,544,709
2008 2,364,737
Thereafter 10,997,310
------------------
Total (1) $ 23,422,051
==================
(1) Excludes one lease that was terminated in 2004.
3. Net Investment in Direct Financing Leases
The following lists the components of the net investment in direct
financing leases at December 31:
2003 2002
---------------------- ----------------------
Minimum lease payments receivable $ 8,179,060 $ 8,908,514
Estimated residual values 2,024,743 2,024,743
Less unearned income (4,787,460) (5,372,022)
---------------------- ----------------------
Net investment in direct financing
leases $ 5,416,343 $ 5,561,235
====================== ======================
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
3. Net Investment in Direct Financing Leases - Continued
The following is a schedule of future minimum lease payments to be
received on direct financing leases at December 31, 2003:
2004 $ 735,418
2005 735,418
2006 744,129
2007 756,324
2008 756,920
Thereafter 4,450,850
-----------------
$ 8,179,059
=================
4. Investment in Joint Ventures
The Partnership has a 50% and a 27.8% interest in the profits and
losses of Attalla Joint Venture and Salem Joint Venture, respectively.
The remaining interests in these joint ventures are held by affiliates
of the Partnership which have the same general partners.
The Partnership also owns properties in Arvada, Colorado; Akron, Ohio;
Miami, Florida; and Blue Springs, Missouri, each as tenants-in-common
with affiliates of the general partners. As of December 31, 2003, the
Partnership owned a 66.13%, 63.09%, 47.83%, and 41% interest,
respectively, in the properties.
In November 2003, the Partnership and CNL Income Fund X, Ltd., CNL
Income Fund XIV, Ltd., and CNL Income Fund XV, Ltd., as
tenants-in-common, invested in a property in Tucker, Georgia. Each of
the CNL Income Funds is an affiliate of the general partners. The
Partnership contributed approximately $153,600 for a 10% interest in
the property.
Attalla Joint Venture, Salem Joint Venture, and the Partnership and
affiliates, as tenants-in-common in five separate tenancy-in-common
arrangements, each own one property.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
4. Investment in Joint Ventures - Continued
The following presents the combined, condensed financial information
for the joint ventures and the properties held as tenants-in-common
with affiliates at:
December 31,
2003 2002
-------------------- -------------------
Real estate properties with operating leases, net $ 7,259,858 $ 5,853,726
Net investment in direct financing lease 331,360 339,093
Cash 75,667 42,733
Receivables -- 4,849
Accrued rental income 427,409 403,428
Other assets -- 165
Liabilities 35,670 22,001
Partners' capital 8,058,624 6,621,993
Years ended December 31,
2003 2002 2001
---------------- ------------ -----------------
Revenues $ 803,616 $ 773,934 $ 760,782
Expenses (134,319 ) (139,047 ) (129,936 )
---------------- ------------ -----------------
Net income $ 669,297 $ 634,887 $ 630,846
================ ============ =================
The Partnership recognized income totaling $318,869, $307,776, and
$309,381 for the years ended December 31, 2003, 2002, and 2001
respectively, from these joint ventures and the properties held as
tenants-in-common with affiliates.
5. Discontinued Operations
During 2002, the partnership identified for sale and sold two
properties classified as discontinued operations in the accompanying
financial statements.
In April 2002, the Partnership recorded a provision for write-down of
assets of $105,193 in anticipation of the sale of the Property in
Overland Park, Kansas. The provision represented the difference between
the Property's net carrying value and its estimated fair value. In
August 2002, the Partnership sold this Property in Overland Park,
Kansas to a third party and received net sales proceeds of $1,094,300
resulting in a gain on disposal of discontinued operations of
approximately $27,300.
In June 2002, the Partnership sold its property in Dayton, Ohio to the
tenant and received net sales proceeds of approximately $1,049,900
resulting in a gain on disposal of discontinued operations of
approximately $303,200. The financial results for these properties are
reflected as discontinued operations in the accompanying financial
statements.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
5. Discontinued Operations - Continued
The operating results of discontinued operations are as follows:
Year Ended December 31,
2003 2002 2001
-------------------- ------------------ -----------------
Rental revenues $ -- $ 126,816 $ 241,295
Termination fee income -- 147,750 --
Other income -- 31,898 --
Expenses -- (10,369 ) (28,371 )
Provision for write-down of assets -- (105,193 ) --
-------------------- ------------------ -----------------
Income from discontinued operations $ -- $ 190,902 $ 212,924
==================== ================== =================
6. 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 to be distributed to the general partners was
subordinated to receipt by the limited partners of an aggregate, ten
percent, cumulative, noncompounded annual return on their invested
capital contributions (the "Limited Partners' 10% Return").
From inception through December 31, 1999, generally, net sales proceeds
from the sales 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 Limited Partners'
10% 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 a 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.
Generally, net sales proceeds from a sale of properties, in liquidation
of the Partnership 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 the partners with
positive capital account 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.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
6. Allocations and Distributions - Continued
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 and did not receive any distributions during the years
ended December 31, 2003, 2002, and 2001.
During each of the years ended December 31, 2003, 2002, and 2001, the
Partnership declared distributions to the limited partners of
$3,400,008. No distributions have been made to the general partners to
date.
7. 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:
2003 2002 2001
--------------- --------------- ---------------
Net income for financial reporting purposes $ 2,837,812 $ 3,332,544 $ 2,835,821
Effect of timing differences relating to depreciation (50,081) (51,854) (54,090)
Direct financing leases recorded as operating leases for
tax reporting purposes 144,892 127,812 109,275
Effect of timing differences relating to equity in
earnings of joint ventures 12,242 1,691 (19,015)
Effect of timing differences relating to gains/losses on
real estate property sales -- (68,684) 66,579
Provision for write-down of assets 57,915 -- 56,506
Effect of timing differences relating to allowance for
doubtful accounts 66,179 3,222 (5,674)
Accrued rental income (103,933) (67,379) (184,152)
Rents paid in advance 27,479 66,510 9,168
Other (400) -- --
--------------- --------------- ---------------
Net income for federal income tax purposes $ 2,992,105 $ 3,343,862 $ 2,814,418
=============== =============== ===============
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
8. 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 Restaurant
Properties, Inc. (formerly known as CNL American Properties Fund,
Inc.), 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. (the "Advisor"). The Advisor is a wholly owned
subsidiary of CNL Restaurant Properties, Inc. ("CNL-RP"). The
individual general partners are stockholders and directors of CNL-RP.
The Advisor provides services pursuant to a management agreement with
the partnership. In connection therewith, the Partnership agreed to pay
certain Advisor management fees of one percent of the sum of gross
revenues from properties wholly owned by the Partnership and the
Partnership's allocable share of gross revenues from joint ventures.
Any portion of the management fee not paid is deferred without
interest. The Partnership incurred management fees of $37,560, $37,535,
and $36,671, for the years ended December 31, 2003, 2002, and 2001,
respectively.
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 sale.
However, if the net sales proceeds are reinvested in a replacement
property, no such real estate disposition fees will be incurred until
such replacement property is sold and the net sales proceeds are
distributed. The payment of the real estate disposition fee is
subordinated to the receipt by the limited partners of their aggregate
Limited Partners' 10% Return plus their invested capital contributions.
No deferred, subordinated real estate disposition fees have been
incurred since inception.
In June 2002, the Partnership acquired a property, in Houston, Texas,
from CNL Funding 2001-A, LP, for approximately $918,000. CNL Funding
2001-A, LP had purchased and temporarily held title to the property in
order to facilitate the acquisition of the property by the Partnership.
The purchase price paid by the Partnership represented the costs
incurred by CNL Funding 2001-A, LP to acquire and carry the property.
In September 2002, the Partnership acquired a property in Lee's Summit,
Missouri, from CNL Net Lease Investors, L.P. ("NLI") at an approximate
cost of $951,000. During 2002, and prior to the Partnership's
acquisition of this property, CNL Financial LP Holding, LP ("CFN") and
CNL Net Lease Investors GP Corp. purchased the limited partner's
interest and general partner's interest, respectively, of NLI. Prior to
this transaction, an affiliate of the Partnership's general partners
owned a 0.1% interest in NLI and served as a general partner of NLI.
The original general partners of NLI waived their rights to benefit
from this transaction. The acquisition price paid by CFN for the
limited partner's interest was based on the portfolio acquisition
price. The Partnership acquired the property in Lee's Summit, Missouri
at CFN's cost and did not pay any additional compensation to CFN for
the acquisition of this property. Each CNL entity is an affiliate of
the Partnership's general partners.
During the years ended December 31, 2003, 2002, and 2001, the
Partnership's affiliates provided accounting and administrative
services. For the years ended December 31, 2003, 2002, and 2001, the
expenses incurred for these services were $157,816, $199,488, and
$211,205, respectively.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
8. Related Party Transactions - Continued
The amount due to related parties at December 31, 2003 and 2002 totaled
$17,178 and $20,593, respectively.
9. Concentration of Credit Risk
The following schedule presents total rental revenues from individual
lessees, each representing more than ten percent of rental revenues
(including the Partnership's share of total rental revenues from the
joint ventures and the properties held as tenants-in-common with
affiliates of the General Partners), for each of the years ended
December 31:
2003 2002 2001
------------- --------------- ----------------
Golden Corral Corp. $ 698,511 $ 676,458 $ 616,239
Flagstar Enterprises, Inc. 630,053 635,823 640,524
Long John Silver's, Inc. 408,051 403,960 414,556
In addition, the following schedule presents total rental revenues from
individual restaurant chains, each representing more than ten percent
of rental revenues (including the Partnership's share of total rental
revenues from the joint ventures and the properties held as
tenants-in-common with affiliates of the General Partners), for each of
the years ended December 31:
2003 2002 2001
--------------- --------------- ----------------
Golden Corral Buffet and Grill $ 698,511 $ 676,458 $ 616,239
Hardee's 630,053 635,823 640,524
Long John Silver's 408,051 403,960 414,556
Burger King N/A 403,580 412,489
The information denoted by N/A indicates that for each period presented
the chain did not represent more than ten percent of the Partnership's
total rental revenues.
Although the Partnership's properties are geographically diverse
throughout the United States of America, and the Partnership's lessees
operate a variety of restaurant concepts, default by any lessee or
restaurant chain contributing more than ten percent of the
Partnership's revenues will 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 XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
10. Selected Quarterly Financial Data
The following table presents selected unaudited quarterly financial
data for each full quarter during the years ended December 31, 2003 and
2002:
2003 Quarter First Second Third Fourth Year
----------------------------- ----------- ------------ ----------- ----------- ------------
Continuing operations
Revenues $ 813,406 $830,584 $804,960 $896,769 $3,345,719
Equity in earnings of
unconsolidated
joint ventures 77,242 79,303 81,064 81,260 318,869
Income from
continuing
operations 644,926 735,091 710,606 747,189 2,837,812
Discontinued operations
Revenues -- -- -- -- --
Income from
discontinued
operations -- -- -- -- --
Net income 644,926 735,091 710,606 747,189 2,837,812
Income per limited partner unit:
Continuing operations $ 0.16 $ 0.18 $ 0.18 $ 0.19 $ 0.71
Discontinued operations -- -- -- -- --
----------- ------------ ----------- ----------- ------------
$ 0.16 $ 0.18 $ 0.18 $ 0.19 $ 0.71
=========== ============ =========== =========== ============
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2003, 2002, and 2001
10. Selected Quarterly Financial Data - Continued
2002 Quarter First Second Third Fourth Year
--------------------------------- ---------- ------------ ----------- ----------- ------------
Continuing operations
Revenues $786,877 $788,839 $831,438 $876,642 $3,283,796
Equity in earnings of
unconsolidated joint
ventures 75,664 75,829 76,297 79,986 307,776
Income from continuing
operations 636,981 673,768 728,972 771,445 2,811,166
Discontinued operations
Revenues 89,603 54,084 162,777 -- 306,464
Income (loss) from and
gain on disposal of
discontinued operations (23,158 ) 355,117 189,419 -- 521,378
Net income 613,823 1,028,885 918,391 771,445 3,332,544
Income per limited partner unit:
Continuing operations $ 0.16 $ 0.17 $ 0.18 $ 0.19 $ 0.70
Discontinued operations (0.01 ) 0.09 0.05 -- 0.13
---------- ------------ ----------- ----------- ------------
$ 0.15 $ 0.26 $ 0.23 $ 0.19 $ 0.83
========== ============ =========== =========== ============
11. Subsequent Event
In March 2004, the tenant of the Property in Houston, Texas terminated
its lease, in accordance with its lease agreement, when more than 50%
of the land was taken by a partial right-of-way taking. As a result,
the Partnership recorded a provision for write-down of assets of
approximately $57,900 at December 31, 2003.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
Item 9A. 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 as of the end of the period
covered by this Annual Report on Form 10-K and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
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-RP, CCM, CNL Financial Group, Inc. and their
affiliates, all of which are affiliates of the General Partners.
James M. Seneff, Jr., age 57. 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 CNL-RP, a public, unlisted real
estate investment trust since 1994. Mr. Seneff served as Chief Executive Officer
of CNL-RP from 1994 through August 1999 and as Co-Chief Executive Officer from
December 2000 through September 2003. Mr. Seneff served as Chairman of the Board
and Chief Executive Officer of CNL Fund Advisors, Inc., formerly the
Partnership's advisor, from its inception in 1990 until it merged with a
wholly-owned subsidiary of CNL-RP in September 1999, and in June 2000, was
re-elected to those positions of CNL Fund Advisors, Inc. CNL Fund Advisors,
Inc., formerly CNL Institutional Advisors, Inc., is a registered investment
advisor. Mr. Seneff is a principal stockholder of CNL Holdings, Inc., the parent
company of CNL Financial 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 1973. CNL Financial Group, Inc. is and 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 and Chairman of the Board of CNL
Hospitality Properties, Inc., a public, unlisted real estate investment trust;
and served as Chief Executive Officer of CNL Hospitality Properties, Inc. from
its inception in 1997 until 2003 and served as Co-Chief Executive Officer from
February 2003 until May 1, 2003. Mr. Seneff has served as Chairman of the Board
of CNL Hospitality Corp., the advisor to CNL Hospitality Properties, Inc., since
its inception in 1997. Mr. Seneff also served as Chief Executive Officer from
its inception in 1997 through February 2003, and currently serves as Co-Chief
Executive Officer of CNL Hospitality Corp. Mr. Seneff has served as Director and
Chairman of the Board of CNL Retirement Corp. since 1997 and served as Chief
Executive Officer of CNL Retirement Corp. from 1997 through 2003. CNL Retirement
Corp. is the advisor to CNL Retirement Properties, Inc., a public, unlisted real
estate investment trust. Mr. Seneff has also served as Director and Chairman of
the Board of Commercial Net Lease Realty, Inc., a public real estate investment
trust that is listed on the New York Stock Exchange, since 1992 and served as
Chief Executive Officer of Commercial Net Lease Realty, Inc. from 1992 through
February 2004. Mr. Seneff has served as a Director, Chairman of the Board, and
Chief Executive Officer of CNL Securities Corp. since its formation in 1979; CNL
Investment Company since 1990; and CNL Institutional Advisors, Inc., a
registered investment advisor for pension plans, since 1990. Mr. Seneff has
served as Chairman of the Board and Chief Executive Officer of CNL Commercial
Finance, Inc. since 2000. Mr. Seneff also serves as Chairman of the Board of
CNLBank, 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 the
Florida state retirement plan. Mr. Seneff received his degree in Business
Administration from Florida State University in 1968.
Robert A. Bourne, age 56. 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 has
served as a Director and Vice Chairman of the Board of CNL-RP since 1994. Mr.
Bourne also served as President of CNL-RP from 1994 through February 1999 and
served as Treasurer from February 1999 through August 1999 and from May 1994
through December 1994. Mr. Bourne served in various executive positions with CNL
Fund Advisors, Inc. prior to its merger with a wholly-owned subsidiary of CNL-RP
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. Mr. Bourne serves as Director, Vice Chairman of the Board
and Treasurer and from 1997 until June 2002 served as President of CNL
Hospitality Properties, Inc. and as Director, President and Treasurer of CNL
Hospitality Corp. Mr. Bourne also serves as Director and Treasurer of CNL
Retirement Properties, Inc. and as Director and Treasurer of CNL Retirement
Corp. Mr. Bourne serves as a Director of CNLBank. Mr. Bourne has also 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. Mr. Bourne 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. 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 48. Mr. McWilliams has served as President of
CNL-RP since May 2001 and as Chief Executive Officer of CNL-RP since September
2003. Mr. McWilliams served as Co-Chief Executive Officer of CNL-RP from
December 2000 through September 2003 and served as Chief Executive Officer from
September 1999 through December 2000. Mr. McWilliams also served as President
and Chief Executive Officer of CNL Franchise Network Corp., a wholly owned
subsidiary of CNL-RP since August 2002 and served as President of CNL-RP from
February 1999 until September 1999 and as Executive Vice President of CNL-RP
from 1997 through February 1999. Mr. McWilliams served as an Executive Vice
President of CNL Financial Group, Inc. from the time he joined the company in
April 1997 until September 1999. 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 CNL-RP 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 40. Mr. Shackelford was promoted to
Executive Vice President and Chief Operating Officer of CNL-RP in September
2003. Mr. Shackelford has also served as Chief Financial Officer since January
1997. He served as Senior Vice President of CNL-RP from January 1997 through
July 2000, when he was promoted to Executive Vice President. Mr. Shackelford has
also served as Secretary and Treasurer of CNL-RP 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.
Thomas Arasi, age 46. Mr. Arasi has served as President of CCM since it
was formed in July 2003 to provide strategic advisory services to the General
Partners. He has served in various consulting capacities to CNL Hospitality Corp
and other CNL affiliates since January 2003. Since November 2001 he has been an
independent consultant working for a variety of operating and investment
companies in the hospitality industry. Until October 2001, Mr. Arasi was
President & Chief Executive Officer, and a member of the Board of Directors of
Lodgian, Inc., a New York Stock Exchange traded company, one of the largest
independent hotel owner/operators in North America, with hotel properties under
most brand names including Marriott, Courtyard by Marriott, Fairfield Inn by
Marriott, Crowne Plaza, Holiday Inn, Hilton, and Radisson. From June 1997
through November 2000, Mr. Arasi was a member of the Management Committee and
held several top operating positions with Bass Hotels & Resorts, one of the
leading international owners, operators and franchisors of hotels, most recently
serving as President, Bass Hotels & Resort--The Americas. Mr. Arasi was formerly
President of Tishman Hotel Corporation, Vice President of Salomon Brothers,
Inc., in New York, Tokyo and Los Angeles and held positions with Sheraton,
Westin and HVS International. Mr. Arasi graduated from Cornell University in
January 1981, where he received a Bachelor's degree in Hotel and Restaurant
Administration.
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 2003.
Code of Business Conduct
The Partnership does not have employees and, accordingly, has not
adopted a code of business conduct applicable exclusively to the Partnership.
However, employees of the General Partners or their affiliates, including the
individual General Partners, are bound by the Code of Business Conduct adopted
November 11, 2003 by CNL Holdings, Inc. Separately, the employees of the Advisor
are bound by the similar Code of Business Conduct adopted by CNL Restaurant
Properties, Inc. Each of these codes of business conduct will be made available
to any person who writes the Partnership requesting a copy.
Audit Committee Financial Expert
Due to its organization as a limited partnership, the Partnership does
not have an audit committee that is responsible for supervising the
Partnership's relationship with its independent auditors. For the Partnership,
this role is performed by the General Partners. Based on his previous service as
the principal financial officer of companies with businesses similar to that of
the Partnership, Robert A. Bourne, one of the General Partners, has the
requisite experience to be considered an "audit committee financial expert" as
defined in the rules under the Securities Exchange Act of 1934, if the
Partnership had an audit committee. As a General Partner, Mr. Bourne is not
independent of the Partnership.
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 and
Related Stockholder Matters
As of March 12, 2004, 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 12, 2004, 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, 2003, exclusive of any distributions to which the General
Partners or their affiliates may be entitled by reason of their purchase and
ownership of Units.
Amount Incurred
Type of Compensation For the Year
and Recipient Method of Computation Ended December 31, 2003
- --------------------------------- -------------------------------------- ------------------------------
Reimbursement to affiliates for Operating expenses are reimbursed at Accounting and
operating expenses the lower of cost or 90% of the administrative services:
prevailing rate at which comparable $157,816
services could have been obtained in
the same geographic area.
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 management fee to One percent of the sum of gross $37,560
affiliates revenues from Properties wholly
owned by the Partnership plus the
Partnership's allocable share of gross
revenues of joint ventures in which the
Partnership is a co-venturer and the
property owned with an affiliate as
tenants-in-common. The management fee,
which will not exceed competitive fees
for comparable services in the same
geographic area, may or may not be taken,
in whole or in part as to any year, in
the sole discretion of affiliates of the
General Partners. All or any portion of
the management fee not taken as to any
fiscal year shall be deferred without
interest and may be taken in such other
fiscal year as the affiliates shall
determine.
Amount Incurred
Type of Compensation For the Year
and Recipient Method of Computation Ended December 31, 2003
- --------------------------------- -------------------------------------- ------------------------------
Deferred, subordinated real A deferred, subordinated real estate $-0-
estate disposition fee payable disposition fee, payable upon sale
to affiliates 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 equal $-0-
subordinated share of to one percent of Partnership
Partnership net cash flow distributions of net cash flow,
subordinated to certain minimum
returns to the Limited Partners.
General Partners' deferred, A deferred, subordinated share equal $-0-
subordinated share of to five percent of Partnership
Partnership net sales proceeds distributions of such net sales
from a sale or sales not in proceeds, subordinated to certain
liquidation of the Partnership minimum returns to the Limited
Partners.
Amount Incurred
Type of Compensation For the Year
And Recipient Method of Computation Ended December 31, 2003
- --------------------------------- -------------------------------------- ------------------------------
General Partners' share of Distributions of net sales proceeds $-0-
Partnership net sales proceeds from a sale or sales of
from a sale or sales in substantially all of the
liquidation of 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. Principal Accountant Fees and Services
The following table outlines the only fees paid or accrued by the
Partnership for the audit and other services provided by the Partnership's
independent certified public accountants, PricewaterhouseCoopers LLP, for the
years ended December 31:
2003 2002
--------------------- ---------------------
Audit Fees (1) $ 14,141 $ 12,500
Tax Fees (2) 7,130 6,905
--------------------- ---------------------
Total $ 21,271 $ 19,405
===================== =====================
(1) Audit services of PricewaterhouseCoopers LLP for 2003 and 2002
consisted of the examination of the financial statements of the
Partnership and quarterly review of financial statements.
(2) Tax Fees relates to tax consulting and compliance services.
Each of the non-audit services described above was approved by the
General Partners. Due to its organization as a limited partnership, the
Partnership does not have an audit committee.
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, 2003 and 2002
Statements of Income for the years ended December 31, 2003, 2002,
and 2001
Statements of Partners' Capital for the years ended December 31,
2003, 2002, and 2001
Statements of Cash Flows for the years ended December 31, 2003,
2002, and 2001
Notes to Financial Statements
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts for the years ended
December 31, 2003, 2002, and 2001
Schedule III - Real Estate and Accumulated Depreciation at December
31, 2003
Notes to Schedule III - Real Estate and Accumulated Depreciation at
December 31, 2003
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 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-53672-01 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-53672-01 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of CNL
Income Fund XIII, Ltd. (Included as Exhibit 4.2 to Form 10-K
filed with the Securities and Exchange Commission on March
31, 1994, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XIII, Ltd. and
CNL Investment Company (Included as Exhibit 10.1 to Form
10-K filed with the Securities and Exchange Commission on
March 31, 1994, and incorporated herein by reference.)
10.2 Assignment of 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 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 14, 2001, and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF Partners, LP
to CNL Restaurants XVIII, Inc. (Included as Exhibit 10.5 to
Form 10-Q filed with the Securities and Exchange Commission
on August 14, 2002, and incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002. (Filed
herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
(b) The Registrant filed no reports on Form 8-K during the period October 1,
2003 through December 31, 2003.
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, 2004.
CNL INCOME FUND XIII, 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, 2004
------------------------------------ (Principal Financial and Accounting
Robert A. Bourne (Officer
/s/ James M. Seneff, Jr. Chief Executive Officer and Director March 24, 2004
------------------------------------ (Principal Executive Officer)
James M. Seneff, Jr.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2003, 2002, and 2001
Additions Deductions
--------------------------------- ----------------------------
Collected
or Deter-
Balance at Charged to Charged to Deemed mined to Balance
Beginning Costs and Other Uncollec- be Col- at End
Year Description of Year Expenses Accounts tible lectible of Year
- ---------- ----------------- ------------ --------------- ------------- ------------- ------------ ------------
2001 Allowance for
doubtful
accounts (a) $ 5,674 $ -- $ 2,428 (b) $ 5,674 (c) $ 2,428 $ --
============ =============== ============= ============= ============ ============
2002 Allowance for
doubtful
accounts (a) $ -- $ 1,705 $ 1,671 (b) $ -- $ 154 $ 3,222
============ =============== ============= ============= ============ ============
2003 Allowance for
doubtful
accounts (a) $ 3,222 $ 95 $ 80,618 (b) $ -- $ 14,534 $ 69,401
============ =============== ============= ============= ============ ============
(a) Deducted from receivables on the balance sheet.
(b) Reduction of rental and other income.
(c) Amounts written off as uncollectible.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003
Costs Capitalized
Subsequent To Net Cost Basis at Which
Initial Cost Acquisition Carried at Close of Period (c)
---------------------- ----------------- ----------------- ---------------
Encum- Buildings and Improve- Carrying Buildings and
brances Land Improvements ments Costs Land Improvements Total
--------- --------- ---------- --------- ------ ---------- ---------- ----------
Properties the Partnership
has Invested in Under
Operating Leases:
Arby's Restaurant:
Philadelphia, Pennsyl-ania (i) $274,580 - - - $274,580 (f) $274,580
Lee's Summit, Missour- (k) 445,638 - - - 445,638 (f) 445,638
Burger King Restaurants:
Cincinnati, Ohio - 256,901 669,537 - - 256,901 669,537 926,438
Lafayette, Indiana - 247,183 723,304 - - 247,183 723,304 970,487
Pineville, Louisiana - 174,843 618,815 - - 174,843 618,815 793,658
Checkers Drive-In Restaurants:
Houston, Texas - 445,389 - - - 445,389 - 445,389
Port Richey, Florida - 380,055 - - - 380,055 - 380,055
Pensacola, Florida - 280,409 - - - 280,409 - 280,409
Orlando, Florida - 424,323 - - - 424,323 - 424,323
Boca Raton, Florida - 501,416 - - - 501,416 - 501,416
Venice, Florida - 374,675 - - - 374,675 - 374,675
Woodstock, Georgia - 386,638 - - - 386,638 - 386,638
Lakeland, Florida - 326,175 - - - 326,175 - 326,175
Denny's Restaurants:
Peoria, Arizona (h) - 460,107 - 552,207 - 460,107 552,207 1,012,314
Mesa, Arizona - 530,494 - 540,983 - 530,494 540,983 1,071,477
Golden Corral
Buffet and Grill
Dallas, Texas - 611,589 1,071,838 - - 611,589 1,071,838 1,683,427
San Antonio, Texas - 625,527 964,122 - - 625,527 964,122 1,589,649
Panama City, Florida - 617,016 - 1,103,437 - 617,016 1,103,437 1,720,453
Hardee's Restaurants:
Ashland, Alabama - 197,336 417,418 - - 197,336 417,418 614,754
Bloomingdale, Tenness-e 160,149 424,977 - - 160,149 424,977 585,126
Blytheville, Arkansas- 164,004 - - - 164,004 (f) 164,004
Chapin, South Carolin- 218,639 460,364 - - 218,639 460,364 679,003
Kingsport, Tennessee - 204,516 - - - 204,516 (f) 204,516
Opelika, Alabama - 240,363 412,621 - - 240,363 412,621 652,984
Spartanburg, South Ca-olina 226,815 431,574 - - 226,815 431,574 658,389
Jack in the Box Restaurants:
Sacramento, Californi- 323,929 601,054 - - 323,929 601,054 924,983
Houston, Texas - 315,842 590,708 - - 315,842 590,708 906,550
Arlington, Texas - 404,752 592,173 - - 404,752 592,173 996,925
Long John Silver's Restaurants:
Penn Hills, Pennsylva-ia (j) 292,370 356,444 - - 292,370 356,444 648,814
Arlington, Texas - 362,939 - - - 362,939 (f) 362,939
Johnstown, Pennsylvan-a 254,412 - - - 254,412 (f) 254,412
Orlando, Florida - 299,696 139,676 - - 299,696 139,676 439,372
Austin, Texas - 463,937 - - - 463,937 (f) 463,937
Steak -n- Shake Restaurant:
Tampa, Florida - 372,748 - - - 372,748 (f) 372,748
Taco Cabana Restaurant:
Houston, Texas (l) - 512,861 405,095 - - 512,861 405,095 917,956
Wendy's Old Fashioned Hamburger
Restaurant:
Salisbury, Maryland - 290,195 641,709 - - 290,195 641,709 931,904
---------- ---------- --------- ------ ---------- ---------- ----------
$12,668,461 $9,521,429 $2,196,627 - $12,668,461 $11,718,056 $24,386,517
========== ========== ========= ====== ========== ========== ==========
Properties the Partnership has
Invested in Under Direct
Financing Leases
Arby's Restaurant
Philadelphia, Pennsyl-ania - $515,075 - - - (f) (f)
Lee Summit, Missouri - - 505,360 - - - (f) (f)
Hardee's Restaurants
Blytheville, Arkansas- - 450,014 - - - (f) (f)
Huntingdon, Tennessee- 100,836 427,932 - - (f) (f) (f)
Kingsport, Tennessee - - 484,785 - - - (f) (f)
Parsons, Tennessee - 101,332 409,671 - - (f) (f) (f)
Trenton, Tennessee - 147,232 442,640 - - (f) (f) (f)
Jack in the Box Restaurant:
Cleburne, Texas - 145,890 496,797 - - (f) (f) (f)
Long John Silver's Restaurants:
Arlington, Texas - - 449,369 - - - (f) (f)
Johnstown, Pennsylvan-a - - 427,552 - - (f) (f)
Austin, Texas - - 517,109 - - - (f) (f)
Steak-n-Shake Restaurant:
Tampa, Florida - - - 537,404 - - (f) (f)
---------- ---------- --------- ------ ----------
$495,290 $4,698,752 $964,956 - -
========== ========== ========= ====== ==========
Life on Which
Depreciation in
Date Latest Income
Accumulated of Con- Date Statement is
Depreciation structi Acquired Computed
- ---------- ------ ------ -----------
- 1993 07/93 (d)
- 1996 09/02 (d)
232,658 1988 07/93 (b)
251,338 1989 07/93 (b)
215,032 1990 07/93 (b)
(g) - 03/94 (g)
(g) - 03/94 (g)
(g) - 03/94 (g)
(g) - 03/94 (g)
(g) - 03/94 (g)
(g) - 03/94 (g)
(g) - 10/94 (g)
(g) - 04/95 (g)
72,652 1994 10/93 (h)
173,834 1994 12/93 (b)
379,593 1991 05/93 (b)
340,215 1993 06/93 (b)
360,329 1994 11/93 (b)
145,042 1992 07/93 (b)
147,669 1992 07/93 (b)
- 1991 07/93 (d)
159,974 1993 07/93 (b)
- 1992 07/93 (d)
143,379 1992 07/93 (b)
149,969 1993 07/93 (b)
210,511 1992 06/93 (b)
205,320 1993 07/93 (b)
205,774 1993 08/93 (b)
63,334 1993 07/93 (j)
- 1993 08/93 (d)
- 1993 08/93 (d)
47,222 1983 11/93 (b)
- 1993 12/93 (d)
- 1994 12/93 (d)
21,377 1994 06/02 (b)
212,722 1993 01/94 (b)
----------
$3,737,944
==========
(d) 1993 07/93 (d)
(d) 1996 09/02 (d)
(d) 1991 07/93 (d)
(e) 1992 07/93 (e)
(d) 1992 07/93 (d)
(e) 1992 07/93 (e)
(e) 1992 07/93 (e)
(e) 1988 11/93 (e)
(d) 1993 08/93 (d)
(d) 1993 08/93 (d)
(d) 1993 12/93 (d)
(d) 1994 12/93 (d)
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003
(a) Transactions in real estate and accumulated depreciation are summarized
below. The balances in 2003, 2002 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, 2000 $ 22,470,716 $ 2,558,777
Reclassified from net investment in direct financing lease 552,207 --
Depreciation expense -- 384,543
------------------ -------------------
Balance, December 31, 2001 23,022,923 2,943,320
Acquisition 1,363,594 --
Depreciation expense -- 394,496
------------------ -------------------
Balance, December 31, 2002 24,386,517 3,337,816
Depreciation expense -- 400,128
------------------ -------------------
Balance, December 31, 2003 $ 24,386,517 $ 3,737,944
================== ===================
(b) Depreciation expense is computed for buildings and improvements based
upon estimated lives of 30 years.
(c) As of December 31, 2003, the aggregate cost of the Partnership's wholly
owned Properties was $31,225,186 for federal income tax purposes. 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
net investment in direct financing leases; therefore, depreciation is
not applicable.
(e) The lease for the land and building has been recorded as a direct
financing lease. The cost of the land and building has been included in
the net investment in direct financing leases; therefore, depreciation
is not applicable.
(f) 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.
(g) The building portion of this Property is owned by the tenant;
therefore, depreciation is not applicable.
(h) Effective February 2001, the lease for this Property was amended
resulting in the reclassification of the building portion of the lease
as an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 22
years.
(i) Effective May 1999, the Partnership entered into a new lease and
converted the building to a new concept, resulting in the
reclassification of the building portion of the lease as a direct
financing lease.
(j) Effective October 1999, the lease for this Property was amended
resulting in the reclassification of the building portion of the lease
as an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 24
years.
CNL INCOME FUND XIII, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2003
(k) During the year ended December 31, 2002, the Partnership purchased real
estate from CNL Net Lease Investors, L.P. an affiliate of the General
Partners, for an aggregate cost of $950,998. The portion of the lease
relating to the building has been recorded as a direct financing lease.
(l) During the year ended December 31, 2002, the Partnership purchased land
and building from CNL Funding 2001-A, LP, an affiliate of the General
Partners, for an aggregate cost of $917,956.
EXHIBIT INDEX
Exhibit Number
(a) Exhibits
3.1 Affidavit and Certificate of Limited Partnership of CNL Income
Fund XIII, Ltd. (Included as Exhibit 3.2 to Registration
Statement No. 33-53672-01 on Form S-11 and incorporated herein by
reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL Income
Fund XIII, Ltd. (Included as Exhibit 3.2 to Registration
Statement No. 33-53672-01 on Form S-11 and incorporated herein by
reference.)
4.2 Amended and Restated Agreement of Limited Partnership of CNL
Income Fund XIII, Ltd. (Included as Exhibit 4.2 to Form 10-K
filed with the Securities and Exchange Commission on March 31,
1994, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XIII, Ltd. and CNL
Investment Company (Included as Exhibit 10.1 to Form 10-K filed
with the Securities and Exchange Commission on March 31, 1994,
and incorporated herein by reference.)
10.2 Assignment of 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 Management Agreement from CNL Income Fund Advisors,
Inc. to CNL Fund Advisors, Inc. (Included as Exhibit 10.3 to Form
10-K filed with the Securities and Exchange Commission on April
1, 1996, and incorporated herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund Advisors, Inc.
to CNL APF Partners, LP. (Included as Exhibit 10.4 to Form 10-Q
filed with the Securities and Exchange Commission on August 13,
2001, and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF Partners, LP to
CNL Restaurants XVIII, Inc. (Included as Exhibit 10.5 to Form
10-Q filed with the Securities and Exchange Commission on August
14, 2002, and incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to Rule 13a-14 as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate General
Partner Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. (Filed herewith.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2