FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT of 1934
For the quarterly period ended September 30, 2004
--------------------------------------------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from ______________________ to _______________________
Commission file number
0-23974
---------------------------------------
CNL Income Fund XIV, Ltd.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-3143096
- -------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ----------------------------------------- -------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _________
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X _
CONTENTS
Part I Page
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 9
Item 4. Controls and Procedures 10
Part II
Other Information 11-12
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2004 2003
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 20,988,871 $ 21,238,340
Net investment in direct financing leases 4,862,722 4,967,946
Real estate held for sale 693,722 3,994,111
Investment in joint ventures 4,146,978 4,194,852
Cash and cash equivalents 5,486,683 1,157,202
Receivables, less allowance for doubtful
accounts of $12,700 in 2003 1,094 18,006
Accrued rental income, less allowance for doubtful
accounts of $45,033 and $48,635, respectively 2,357,403 2,353,152
Other assets 94,959 81,900
------------------- -------------------
$ 38,632,432 $ 38,005,509
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 70,010 $ 12,823
Real estate taxes payable 1,427 2,492
Distributions payable 928,130 928,130
Due to related parties 43,215 18,885
Rents paid in advance and deposits 201,282 208,415
Deferred rental income 23,921 25,478
------------------- -------------------
Total liabilities 1,267,985 1,196,223
Minority interest 155,813 156,548
Commitment (Note 4)
Partners' capital 37,208,634 36,652,738
------------------- -------------------
$ 38,632,432 $ 38,005,509
=================== ===================
See accompanying notes to condensed financial statements.
1
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
------------- ------------- -------------- --------------
Revenues:
Rental income from operating leases $ 653,082 $ 652,092 $ 1,951,634 $ 1,949,596
Earned income from direct financing leases 129,063 132,646 395,037 394,583
Contingent rental income 2,069 13,005 12,080 41,682
Interest and other income 279 466 53,883 3,111
------------- ------------- -------------- --------------
784,493 798,209 2,412,634 2,388,972
------------- ------------- -------------- --------------
Expenses:
General operating and administrative 117,606 64,073 330,027 217,587
Property related 4,381 8,562 11,213 16,506
Management fees to related party 9,594 10,197 29,416 30,280
State and other taxes -- 1,819 59,828 51,618
Depreciation and amortization 84,201 86,576 253,164 255,552
------------- ------------- -------------- --------------
215,782 171,227 683,648 571,543
------------- ------------- -------------- --------------
Income before minority interest and equity in
earnings of unconsolidated joint ventures 568,711 626,982 1,728,986 1,817,429
Minority interest (4,542) (4,879) (14,020) (14,307)
Equity in earnings of unconsolidated joint
ventures 101,515 101,061 306,276 296,857
------------- ------------- -------------- --------------
Income from continuing operations 665,684 723,164 2,021,242 2,099,979
------------- ------------- -------------- --------------
Discontinued operations:
Income from discontinued operations 20,749 97,270 146,458 291,920
Gain on disposal of discontinued
operations -- -- 1,172,586 --
------------- ------------- -------------- --------------
20,749 97,270 1,319,044 291,920
------------- ------------- -------------- --------------
Net income $ 686,433 $ 820,434 $ 3,340,286 $ 2,391,899
============= ============= ============== ==============
Income per limited partner unit:
Continuing operations $ 0.15 $ 0.16 $ 0.45 $ 0.47
Discontinued operations -- 0.02 0.29 0.06
------------- ------------- -------------- --------------
$ 0.15 $ 0.18 $ 0.74 $ 0.53
============= ============= ============== ==============
Weighted average number of limited partner
units outstanding 4,500,000 4,500,000 4,500,000 4,500,000
============= ============= ============== ==============
See accompanying notes to condensed financial statements.
2
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Nine Months Ended Year Ended
September 30, December 31,
2004 2003
--------------------- ------------------
General partners:
Beginning balance $ 209,255 $ 209,255
Net income -- --
--------------------- ------------------
209,255 209,255
--------------------- ------------------
Limited partners:
Beginning balance 36,443,483 36,912,701
Net income 3,340,286 3,243,302
Distributions ($0.62 and $0.83 per
limited partner unit, respectively) (2,784,390) (3,712,520)
--------------------- ------------------
36,999,379 36,443,483
--------------------- ------------------
Total partners' capital $ 37,208,634 $ 36,652,738
===================== ==================
See accompanying notes to condensed financial statements.
3
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2004 2003
---------------- ----------------
Net cash provided by operating activities $ 2,663,073 $ 2,778,398
---------------- ----------------
Cash flows from investing activities:
Proceeds from sale of assets 4,465,553 --
Payment of lease costs -- (13,125)
---------------- ----------------
Net cash provided by (used in) investing activities 4,465,553 (13,125)
---------------- ----------------
Cash flows from financing activities:
Distributions to limited partners (2,784,390) (2,784,390)
Distributions to holder of minority interest (14,755) (14,421)
---------------- ----------------
Net cash used in financing activities (2,799,145) (2,798,811)
---------------- ----------------
Net increase (decrease) in cash and cash equivalents 4,329,481 (33,538)
Cash and cash equivalents at beginning of period 1,157,202 1,329,320
---------------- ----------------
Cash and cash equivalents at end of period $ 5,486,683 $ 1,295,782
================ ================
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of
period $ 928,130 $ 928,130
================ ================
See accompanying notes to condensed financial statements.
4
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2004 and 2003
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and nine months ended September 30, 2004 may
not be indicative of the results that may be expected for the year
ending December 31, 2004. Amounts as of December 31, 2003, included in
the financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund XIV, Ltd. (the "Partnership") for the year ended December
31, 2003.
The Partnership accounts for its 72.2% interest in Salem Joint Venture
using the consolidation method. Minority interest represents the
minority joint venture partner's proportionate share of the equity in
the joint venture. All significant intercompany accounts and
transactions have been eliminated.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. The primary beneficiary of
a variable interest entity is the party that absorbs a majority of the
entity's expected losses, receives a majority of its expected residual
returns, or both, as a result of holding variable interests, which are
the ownership, contractual, or other pecuniary interests in an entity
that change with changes in the fair value of the entity's net assets
excluding variable interests. Prior to FIN 46R, a company generally
included another entity in its financial statements only if it
controlled the entity through voting interests. Application of FIN 46R
is required in financial statements of public entities that have
interests in variable interest entities for periods ending after March
15, 2004. The Partnership adopted FIN 46R during the quarter ended
March 31, 2004, which resulted in the consolidation of a previously
unconsolidated joint venture, which was accounted for under the equity
method. FIN 46R does not require, but does permit restatement of
previously issued financial statements. The Partnership has restated
prior year's financial statements to maintain comparability between the
periods presented. Such consolidation resulted in certain assets and
minority interest, and revenues and expenses, of the entity being
reported on a gross basis in the Partnership's financial statements;
however, these restatements had no effect on partners' capital or net
income.
2. Discontinued Operations
During 2004, the Partnership sold the properties in Bullhead City and
Winslow, Arizona; Franklin, Tennessee; and Topeka, Kansas, each to a
third party, and received total net sales proceeds of approximately
$4,465,600 resulting in a total gain on disposal of discontinued
operations of approximately $1,172,600.
In May 2004, the Partnership identified for sale one other property and
reclassified the assets to real estate held for sale. Because the
current carrying amount of these assets is less than their fair value
less cost to sell, no provision for write-down of assets was recorded.
5
CNL INCOME FUND XIV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2004 and 2003
2. Discontinued Operations - Continued
The following presents the operating results of the discontinued
operations for these properties.
Quarter Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
------------- -------------- --------------- --------------
Rental revenues $ 20,749 $ 111,433 $ 152,108 $ 334,982
Expenses -- (14,163) (5,650) (43,062)
------------- -------------- --------------- --------------
Income from discontinued
operations $ 20,749 $ 97,270 $ 146,458 $ 291,920
============= ============== =============== ==============
3. Merger Transaction
On August 9, 2004, the Partnership entered into a definitive Agreement
and Plan of Merger pursuant to which the Partnership will be merged
with a subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The
merger is one of multiple concurrent transactions pursuant to which 17
other affiliated limited partnerships also will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. and in which CNL
Restaurant Properties, Inc., an affiliate, also will be merged with
U.S. Restaurant Properties, Inc. CNL Restaurant Properties, Inc.
currently provides property management and other services to the
Partnership. The merger of the Partnership (and each of the 17 other
affiliated mergers) is subject to certain conditions including approval
by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as
measured by the value of the merger consideration) of all limited
partnerships, consummation of the merger between U.S. Restaurant
Properties, Inc. and CNL Restaurant Properties, Inc., approval of the
shareholders of U.S. Restaurant Properties, Inc., and availability of
financing. The transaction is expected to be consummated in the first
quarter of 2005.
Under the terms of the merger agreement, if the transaction is
approved, the limited partners will receive total consideration of
approximately $47.28 million, consisting of approximately $39.54
million in cash and approximately $7.74 million in U.S. Restaurant
Properties, Inc. Series A Convertible Preferred Stock that is listed on
the New York Stock Exchange. The general partners will receive total
consideration of approximately $157,000 consisting of approximately
$131,000 in cash and approximately $26,000 in preferred stock.
4. Commitment
In September 2004, the Partnership entered into an agreement with a
third party to sell the property in Antioch, Tennessee.
6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund XIV, Ltd. (the "Partnership," which may be referred to
as "we," "us," or "our") is a Florida limited partnership that was organized on
September 25, 1992, to acquire for cash, either directly or through joint
venture arrangements, both newly constructed and existing restaurants, as well
as land 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 leases generally are triple-net leases, with
the lessee responsible for all repairs and maintenance, property taxes,
insurance and utilities. As of September 30, 2003, we owned 41 Properties
directly and 12 Properties indirectly through joint venture or tenancy in common
arrangements. As of September 30, 2004, we owned 37 Properties directly and 13
Properties indirectly through joint venture or tenancy in common arrangements.
Merger Transaction
The general partners believe their primary objective is to maintain
current operations with restaurant operators as successfully as possible, while
evaluating strategic alternatives, including alternatives that may provide
liquidity to the limited partners. Real estate markets are strong throughout
much of the nation, and the performance of restaurants has generally improved
after several challenging years. As a result, the general partners believe that
this is an attractive period for a strategic event to monetize the interests of
the limited partners.
In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement and Plan of Merger pursuant to which we will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent transactions pursuant to which 17 other affiliated limited
partnerships also will be merged with a subsidiary of U.S. Restaurant
Properties, Inc. and in which CNL Restaurant Properties, Inc., an affiliate,
also will be merged with U.S. Restaurant Properties, Inc. Our merger (and each
of the 17 other affiliated mergers) is subject to certain conditions including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by the value of the merger consideration) of all limited partnerships,
consummation of the merger between U.S. Restaurant Properties, Inc. and CNL
Restaurant Properties, Inc., approval of the shareholders of U.S. Restaurant
Properties, Inc., and availability of financing. U.S. Restaurant Properties,
Inc. is a real estate investment trust (REIT) that focuses primarily on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.
Under the terms of the merger agreement, if the transaction is
approved, our limited partners will receive total consideration of approximately
$47.28 million, consisting of approximately $39.54 million in cash and
approximately $7.74 million in U.S. Restaurant Properties, Inc. Series A
Convertible Preferred Stock that is listed on the New York Stock Exchange. The
general partners will receive total consideration of approximately $157,000
consisting of approximately $131,000 in cash and approximately $26,000 in
preferred stock.
We received an opinion from Wachovia Capital Markets, LLC that as of
August 9, 2004 the merger consideration to be received by the holders of our
general and limited partnership interests is fair, from a financial point of
view, to such holders.
As reflected above, the contemplated transactions are complex, and
contingent upon certain conditions. The restaurant marketplace, the real estate
industry, and the equities markets, all individually or taken as a whole, could
impact the economics of this transaction. As a result, there is no assurance
that we will be successful in completing the contemplated transaction.
Capital Resources
Net cash provided by operating activities was $2,663,073 and $2,778,398
for the nine months ended September 30, 2004 and 2003, respectively. In 2004, we
sold the Properties in Bullhead City and Winslow, Arizona; Franklin, Tennessee;
and Topeka, Kansas, each to a third party, and received total net sales proceeds
of approximately $4,465,600 resulting in a total gain on disposal of
discontinued operations of approximately $1,172,600. We intend to reinvest these
proceeds in additional Properties or pay liabilities.
7
At September 30, 2004, we had $5,486,683 in cash and cash equivalents,
as compared to $1,157,202 at December 31, 2003. At September 30, 2004, these
funds were held in demand deposit accounts at a commercial bank. The increase in
cash and cash equivalents at September 30, 2004 was primarily a result of
holding sales proceeds. The funds remaining at September 30, 2004, after the
payment of distributions and other liabilities, may be used to invest in
additional Properties and to meet our working capital needs.
Short-Term Liquidity
Our investment strategy of acquiring Properties for cash and leasing
them under triple-net leases to operators who generally meet specified financial
standards minimizes our operating expenses. The general partners believe that
the leases will generate net cash flow in excess of operating expenses.
Our short-term liquidity requirements consist primarily of our
operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions or loans if they deem it appropriate in
connection with our operations.
We generally distribute cash from operations remaining after the
payment of operating expenses, to the extent that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future cash from operations, we declared distributions to limited partners of
$2,784,390 for each of the nine months ended September 30, 2004 and 2003
($928,130 for each of the quarters ended September 30, 2004 and 2003). This
represents distributions of $0.62 per unit for each of the nine months ended
September 30, 2004 and 2003 ($0.21 for each applicable quarter). No
distributions were made to the general partners for the quarters and nine months
ended September 30, 2004 and 2003. No amounts distributed to the limited
partners for the nine months ended September 30, 2004 and 2003 are required to
be or have been treated as a return of capital for purposes of calculating the
limited partners' return on their adjusted capital contributions. We intend to
continue to make distributions of cash to the limited partners on a quarterly
basis.
Total liabilities, including distributions payable, were $1,267,985 at
September 30, 2004, as compared to $1,196,223 at December 31, 2003. The increase
in total liabilities was partially due to an increase in accounts payable and
accrued expenses and amounts due to related parties and was partially offset by
a decrease in rents paid in advance and deposits. The general partners believe
that we have sufficient cash on hand to meet our current working capital needs.
Contractual Obligations, Contingent Liabilities, and Commitments
In September 2004, we entered into an agreement with a third party to
sell the Property in Antioch, Tennessee. As of November 5, 2004, the sale had
not occurred.
Long-Term Liquidity
We have no long-term debt or other long-term liquidity requirements.
Results of Operations
Rental revenues from continuing operations were $2,346,671 during the
nine months ended September 30, 2004, as compared to $2,344,179 during the same
period of 2003, $782,145 and $784,738 of which were earned during the third
quarters of 2004 and 2003, respectively. Rental revenues from continuing
operations remained relatively constant because all of the changes in the leased
Property portfolio related to the Properties accounted for as discontinued
operations.
We earned $12,080 in contingent rental income during the nine months
ended September 30, 2004, as compared to $41,682 during the same period of 2003,
$2,069 and $13,005 of which were earned during the third quarters of 2004 and
2003, respectively. Contingent rental income was lower during the quarter and
nine months ended September 30, 2004, due to an amendment to the lease relating
to the Property in Tempe, Arizona, which increased the minimum of gross sales
required for the payment of contingent rents, and due to a decrease in reported
gross sales of a restaurant whose lease requires the payment of contingent
rental income.
8
We earned $306,276 attributable to net income earned by unconsolidated
joint ventures during the nine months ended September 30, 2004, as compared to
$296,857 during the same period of 2003, $101,515 and $101,061 of which were
earned during the third quarters of 2004 and 2003, respectively. Net income
earned by unconsolidated joint ventures was slightly higher during 2004 because
in November 2003, we reinvested a portion of sales proceeds from a prior year
sale in a Property in Tucker, Georgia, with CNL Income Fund X, Ltd., CNL Income
Fund XIII, Ltd., and CNL Income Fund XV, Ltd., as tenants-in-common. Each of the
CNL Income Funds is a Florida limited partnership and an affiliate of the
general partners. Rental payments relating to this Property commenced at the
time of acquisition. We own a 10% interest in the profits and losses of the
Property.
We earned $53,883 in interest and other income during the nine months
ended September 30, 2004, as compared to $3,111 during the same period of 2003,
$279 and $466 of which were earned during the third quarters of 2004 and 2003,
respectively. Interest and other income was higher during the nine months ended
September 30, 2004 because we received reimbursement of property expenditures
that were incurred in previous years relating to vacant Properties. The former
tenant reimbursed these amounts as a result of its 1998 bankruptcy proceedings.
Operating expenses, including depreciation and amortization expense,
were $683,648 during the nine months ended September 30, 2004, as compared to
$571,543 during the same period of 2003, $215,782 and $171,227 of which were
incurred during the third quarters of 2004 and 2003, respectively. The increase
in operating expenses during the quarter and nine months ended September 30,
2004 was due to additional general operating and administrative expenses,
including, primarily, legal fees incurred in connection with the merger
transaction described above. The increase in operating expenses during the nine
months ended September 30, 2004 was also due to an increase in the amount of
state tax expense relating to several states in which we conduct business.
We recognized income from discontinued operations (rental revenues less
property related expenses) of $97,270 and $291,920 during the quarter and nine
months ended September 30, 2003, respectively, and income from discontinued
operations of $146,458 during the nine months ended September 30, 2004, relating
to the Properties in Bullhead City and Winslow, Arizona; Franklin, Tennessee;
Topeka, Kansas; and Antioch, Tennessee. In the first six months of 2004, we sold
the Properties in Bullhead City and Winslow, Arizona; Franklin, Tennessee; and
Topeka, Kansas resulting in a total gain on disposal of discontinued operations
of approximately $1,172,600. During the quarter ended September 30, 2004, we
recognized income from discontinued operations of $20,749 relating to the
Property in Antioch, Tennessee. As of November 5, 2004, the sale of this
Property had not occurred.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. The primary beneficiary of a variable interest entity is the
party that absorbs a majority of the entity's expected losses, receives a
majority of its expected residual returns, or both, as a result of holding
variable interests, which are the ownership, contractual, or other pecuniary
interests in an entity that change with changes in the fair value of the
entity's net assets excluding variable interests. Prior to FIN 46R, a company
generally included another entity in its financial statements only if it
controlled the entity through voting interests. Application of FIN 46R is
required in financial statements of public entities that have interests in
variable interest entities for periods ending after March 15, 2004. We adopted
FIN 46R during the quarter ended March 31, 2004, which resulted in the
consolidation of a previously unconsolidated joint venture, Salem Joint Venture,
which was accounted for under the equity method. FIN 46R does not require, but
does permit restatement of previously issued financial statements. We restated
prior year's financial statements to maintain comparability between the periods
presented. Such consolidation resulted in certain assets and minority interest,
and revenues and expenses, of the entity being reported on a gross basis in our
financial statements; however, these restatements had no effect on partners'
capital or net income.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
9
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in our
filings under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms. The principal executive and financial
officers of the corporate general partner have evaluated our disclosure controls
and procedures as of the end of the period covered by this Quarterly Report on
Form 10-Q and have determined that such disclosure controls and procedures are
effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
10
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
------------------------------------------------------------
Inapplicable.
Item 3. Default upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
----------------------------------------------------
Item 5. Other Information. Inapplicable.
------------------
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition XIV, LLC, and CNL
Income Fund XIV, Ltd. dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XIV, 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 XIV, 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 XIV, Ltd. (Included as Exhibit 4.2 to
Form 10-K filed with the Securities and Exchange
Commission on April 13, 1994, incorporated herein by
reference.)
10.1 Management Agreement between CNL Income Fund XIV, Ltd.
and CNL Investment Company. (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on April 13, 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 13, 2002, and incorporated
herein by reference.)
11
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.)
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 10th day of November 2004.
CNL INCOME FUND XIV, LTD.
By: CNL REALTY CORPORATION
General Partner
By: /s/ James M. Seneff, Jr.
-----------------------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
-----------------------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit Number
Exhibits
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition XIV, LLC, and CNL
Income Fund XIV, Ltd. dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
3.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XIV, 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 XIV, 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 XIV, Ltd. (Included as Exhibit 4.2 to
Form 10-K filed with the Securities and Exchange
Commission on April 13, 1994, incorporated herein by
reference.)
10.1 Management Agreement between CNL Income Fund XIV, Ltd.
and CNL Investment Company. (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on April 13, 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 13, 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