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, 2001
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 0-26216
CNL INCOME FUND XV, LTD.
(Exact name of registrant as specified in its charter)
Florida 59-3198888
(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]
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 XV, Ltd. (the "Registrant" or the "Partnership") is a
limited partnership which was organized pursuant to the laws of the State of
Florida on September 2, 1993. 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 February 23, 1994, 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
February 23, 1994. The offering terminated on September 1, 1994, 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
$35,200,000 and were used to acquire 45 Properties, including 15 Properties
consisting of only land and two Properties owned by a joint venture in which the
Partnership is a co-venturer, to pay acquisition fees totaling $2,200,000 to an
affiliate of the General Partners and to establish a working capital reserve for
Partnership purposes.
During the year ended December 31, 1995, the tenant of two Checkers
Properties in Knoxville, Tennessee, and one Checkers Property in Leavenworth,
Kansas, which consisted of land only, exercised its option in accordance with
the lease agreements to substitute other Properties for these three Properties.
The Partnership sold the two Properties in Knoxville, Tennessee, and the
Property in Leavenworth, Kansas, and used the net sales proceeds to acquire two
Checkers Properties, consisting of land only, located in Orlando and Bradenton,
Florida. During the year ended December 31, 1996, the Partnership acquired a
Property in Clinton, North Carolina, with affiliates of the General Partners as
tenants-in-common. In addition, during the year ended December 31, 1996,
Wood-Ridge Real Estate Joint Venture, a joint venture in which the Partnership
is a co-venturer with an affiliate of the General Partners, sold its two
Properties to the tenant. The joint venture reinvested the net sales proceeds in
four Boston Market Properties (one of which consisted of only land) and one
Golden Corral Property during 1996 and a Taco Bell Property in Anniston, Alabama
during 1997. In addition, during 1998, the Partnership acquired a Property in
Fort Myers, Florida, with an affiliate of the General Partners, as
tenants-in-common. During the year ended December 31, 1999, the Partnership sold
a Property in Gastonia, North Carolina and used a portion of the net sales
proceeds to invest in a joint venture arrangement, Duluth Joint Venture, with
affiliates of the General Partners, to construct and hold one Property. During
the year ended December 31, 2000, the Partnership sold its interest in Duluth
Joint Venture to an affiliate of the General Partners. In addition, during 2000,
the Partnership sold a Property in Lexington, North Carolina and used the net
sales proceeds to invest in a joint venture arrangement, TGIF Pittsburgh Joint
Venture, with affiliates of the General Partners, to purchase and hold one
Property. During the year ended December 31, 2001, the Partnership sold its
Property in Greer, South Carolina and accepted a promissory note in the
principal sum of $467,000 which the Partnership collected in its entirety during
2001. In addition, during 2001, the Partnership sold its Properties in Woodland
Hills and Altadena, California. The Partnership used the net sales proceeds from
the sales of these Properties, a portion of the net sales from the sale of the
Property in Greer, South Carolina, and a portion of the amount received from the
promissory note, to invest in a Property in Blue Springs, Missouri with CNL
Income Fund XIII, Ltd., an affiliate of the General Partners as
tenants-in-common and to invest in a Property in Houston, Texas. In addition,
during 2001, Wood-Ridge Real Estate Joint Venture, in which the Partnership owns
a 50% interest, sold its Property in Paris, Texas. The Partnership and the other
joint venture partner each received $400,000 representing a return of capital
from the net sales proceeds and used the proceeds to invest in a joint venture
arrangement, CNL VII, XV Columbus Joint Venture, with an affiliate of the
General Partners to construct and hold one Property.
As a result of the above transactions, as of December 31, 2001, the
Partnership owned 48 Properties. The Partnership owned 38 Properties directly
which include 14 wholly owned Properties consisting of only land, and held
interests in seven Properties owned by joint ventures in which the Partnership
is a co-venturer and three Properties owned with affiliates as
tenants-in-common. The lessee of the 14 wholly owned Properties consisting of
only land owns the buildings currently on the land and has the right, if not in
default under the leases, to remove the buildings from the land at the end of
the lease terms. In February 2002, the Partnership sold its Property in
Redlands, California to an unrelated third party. Generally, the Properties are
generally leased on a triple-net basis with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities.
The Partnership will hold 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 will consider factors such as potential capital
appreciation, net cash flow and federal income tax considerations. 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.
On March 11, 1999, the Partnership entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership would be merged with and into a subsidiary of APF (the "Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term, "triple-net" basis to operators of
national and regional restaurant chains. Under the Agreement and Plan of Merger,
APF was to issue shares of its common stock as consideration for the Merger. On
March 1, 2000, the General Partners and CNL American Properties Fund, Inc.
("APF") announced that they had mutually agreed to terminate the Agreement and
Plan of Merger entered into in March 1999. The agreement to terminate the
Agreement and Plan of Merger was based, in large part, on the General Partners'
concern that, in light of market conditions relating to publicly traded real
estate investment trusts, the value of the transaction had diminished. As a
result of such diminishment, the General Partners ability to unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become questionable. The General Partners are continuing to evaluate
strategic alternatives for the Partnership, including alternatives to provide
liquidity to the Limited Partners.
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, the
joint ventures, in which the Partnership is a co-venturer and the Properties
owned with affiliates as tenants-in-common, provide for initial terms ranging
from 10 to 20 years (the average being 18 years) and expire between 2009 and
2022. Generally, the leases are on a triple-net basis, with the lessees
responsible for all repairs and maintenance, property taxes, insurance and
utilities. The leases of the Properties provide for minimum base annual rental
payments (payable in monthly installments) ranging from approximately $26,900 to
$296,600. The 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 (generally the sixth or ninth lease
year), 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 41 of the Partnership's 48 Properties also have been
granted options to purchase Properties 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.
In addition, in August 1999, the lease relating to the Long John
Silver's Property in Albuquerque, New Mexico was amended to provide rent
deferrals. The rent deferrals were payable by the tenant beginning in August
2001.
In April 2001, the Partnership invested a portion of the net sales
proceeds from the sale of the Property in Greer, South Carolina and the net
sales proceeds from the sale of the Property in Woodland Hills, California in a
Property in Blue Springs, Missouri, as tenants-in-common with CNL Income Fund
XIII, Ltd., to purchase and hold one restaurant Property. In August 2001, the
Partnership invested in a joint venture arrangement, CNL VII, XV Columbus Joint
Venture with CNL Income Fund VII, Ltd. to construct and hold one restaurant
Property. Each of the CNL Income Funds is a Florida limited partnership and an
affiliate of the General Partners. In December 2001, the Partnership invested a
portion of the net sales proceeds from the sale of the Property in Greer, South
Carolina and the proceeds from the sale of the Property in Altadena, California
in a Property in Houston, Texas. The lease terms for these Properties are
substantially the same as the Partnerships other leases, as described above.
Major Tenants
During 2001, three lessees of the Partnership, Flagstar Enterprises,
Inc., Checkers Drive-In Restaurants, Inc., and Golden Corral Corporation, each
contributed more than 10% of the Partnership's total rental, earned and mortgage
interest income (including the Partnership's share of rental and earned income
from Properties owned by joint ventures and Properties owned with affiliates as
tenants-in-common). As of December 31, 2001, Flagstar Enterprises, Inc. was the
lessee under leases relating to seven restaurants, Checkers Drive-In
Restaurants, Inc. was the lessee under leases relating to 14 restaurants and
Golden Corral Corporation was the lessee under leases relating to five
restaurants. It is anticipated that, based on the minimum rental payments
required by the leases, these three lessees each will continue to contribute
more than 10% of the Partnership's total rental income in 2002. In addition,
four Restaurant Chains, Hardee's, Checker's, Long John Silver's, and Golden
Corral, each accounted for more than 10% of the Partnership's total rental
income during 2001 (including the Partnership's share of rental income from
Properties owned by joint ventures and Properties owned with affiliates as
tenants-in-common). In 2002, it is anticipated that these four Restaurant chains
each will continue to account for more than 10% of the total rental income to
which the Partnership is entitled under the terms of the leases. Any failure of
these lessees or Restaurant Chains could materially affect the Partnership's
income if the Partnership is not able to re-lease the Properties in a timely
manner. No single tenant or group of affiliated tenants lease Properties with an
aggregate carrying value in excess of 20% of the total assets of the
Partnership.
Joint Venture and Tenancy in Common Arrangements
In August 1994, the Partnership entered into a joint venture
arrangement, Wood-Ridge Real Estate Joint Venture with CNL Income Fund XIV,
Ltd., to purchase and hold two Properties. In September 1996, Wood-Ridge Real
Estate Joint Venture sold its two Properties to the tenant and as of December
31, 1997, had reinvested the majority of the net sales proceeds in six
replacement Properties. The joint venture distributed the remaining net sales
proceeds to the Partnership and its co-venture partner on a pro rata basis
during 1997. In addition, in December 1999, the Partnership entered into a joint
venture arrangement, Duluth Joint Venture, with CNL Income Fund V, Ltd., CNL
Income Fund VII, Ltd., and CNL Income Fund XIV, Ltd., to construct and hold one
restaurant Property. In October 2000, the Partnership sold its 33% interest in
Duluth Joint Venture, to CNL Income Fund VII, Ltd. In June 2000, the Partnership
entered into a joint venture arrangement, TGIF Pittsburgh Joint Venture, with
CNL Income Fund VII, Ltd., CNL Income Fund XVI, Ltd. and CNL Income Fund XVIII,
Ltd. to purchase and hold one restaurant Property. In August 2001, the
Partnership entered into a joint venture arrangement, CNL VII, XV Columbus Joint
Venture, with CNL Income Fund VII, Ltd. Each of the CNL Income Funds is an
affiliate of the General Partners and is a limited partnership organized
pursuant to the laws of the state of Florida.
The joint venture arrangements provide for the Partnership and its
joint venture partners to share in all costs and benefits associated with the
joint venture in accordance with their respective percentage interests in the
joint venture. The Partnership holds a 50%, a 23.62% and a 31.25%interest in the
profits and losses of Wood-Ridge Real Estate Joint Venture, TGIF Pittsburgh
Joint Venture and CNL VII, XV Columbus Joint Venture, respectively. The
Partnership and its joint venture partners are also jointly and severally liable
for all debts, obligations and other liabilities of the joint ventures.
Wood-Ridge Real Estate Joint Venture, TGIF Pittsburgh Joint Venture and
CNL VII, XV Columbus Joint Venture each have an initial term of 30 years. After
the expiration of the initial terms, each joint venture continues in existence
from year to year unless terminated at the option of any of the joint venturers
or by an event of dissolution. Events of dissolution include the bankruptcy,
insolvency or termination of any joint venturer, sale of the Property owned by
the joint venture, unless by mutual agreement of the Partnership and its joint
venture partners to reinvest the sales proceeds in replacement Properties, and
by mutual agreement of the Partnership and its joint venture partners to
dissolve the joint venture.
The Partnership shares management control equally with affiliates of
the General Partners for Wood-Ridge Real Estate Joint Venture, TGIF Pittsburgh
Joint Venture and CNL VII, XV Columbus Joint Venture. The joint venture
agreements restrict each venturer's ability to sell, transfer or assign its
joint venture interest without first offering it for sale to its joint venture
partner, either upon such terms and conditions as to which the venturers may
agree or, in the event the venturers cannot agree, on the same terms and
conditions as any offer from a third party to purchase such joint venture
interest.
Net cash flow from operations of the joint ventures is distributed to
the partners in accordance with their respective percentage interests. 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.
In May 2001, Wood-Ridge Real Estate Joint Venture in which the
Partnership owns a 50% interest, sold one of its Properties to the tenant in
accordance with the purchase option under the lease agreement and distributed
the net sales proceeds to each co-venturer as a return of capital.
In addition to the above joint venture agreements, the Partnership
entered into an agreement to hold a Golden Corral Property in Clinton, North
Carolina, as tenants-in-common, with CNL Income Fund IV, Ltd., CNL Income Fund
VI, Ltd., and CNL Income Fund X, Ltd., affiliates of the General Partners. In
addition, the Partnership entered into an additional agreement to hold a
Bennigan's Property in Fort Myers, Florida, as tenants-in-common, with CNL
Income Fund VI, Ltd., an affiliate of the General Partners. The agreements
provide for the Partnership and the affiliates to share in the profits and
losses of the Property in proportion to each party's percentage interest. The
Partnership owns a 16% and a 15% interest, respectively, in these Properties.
In April 2001, the Partnership entered into an agreement to hold a
Golden Corral Property in Blue Springs, Missouri, as tenants-in-common with CNL
Income Fund XIII, Ltd., an affiliate of the General Partners. The agreement
provides for the Partnership and the affiliate to share in the profits and
losses of the Property in proportion to each co-tenants's percentage interest.
The Partnership owns a 59% interest in this Property.
Each of the affiliates is a limited partnership organized pursuant to
the laws of the state of Florida. The tenancy in common agreement restricts each
party's ability to sell, transfer, or assign its interest in the tenancy in
common's Property without first offering it for sale to the remaining party.
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 a
Property if the proceeds are reinvested in an additional Property.
Certain Management Services
CNL APF Partners, LP, an affiliate of the General Partners, provides
certain services relating to management of the Partnership and its Properties
pursuant to a management agreement with the Partnership. Under this agreement,
CNL APF Partners, LP (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 of 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.
During 2000, CNL Fund Advisors, Inc., assigned its rights in, and its
obligations under, the management agreement with the Partnership to CNL APF
Partners, LP. All of the terms and conditions of the management agreement,
including the payment of fees, as described above, remain unchanged.
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.
Competition
The fast-food and family-style restaurant business is characterized by
intense competition. The restaurants on the Partnership's Properties compete
with independently owned restaurants, restaurants which are part of local or
regional chains, and restaurants in other well-known national chains, including
those offering different types of food and service.
Employees
The Partnership has no employees. The officers of CNL Realty
Corporation and the officers and employees of APF, the parent company of the
Advisor, perform certain services for the Partnership. In addition, the General
Partners have available to them the resources and expertise of the officers and
employees of CNL Financial Group, Inc., a diversified real estate company, and
its affiliates, who may also perform certain services for the Partnership.
Item 2. Properties
As of December 31, 2001, the Partnership owned 48 Properties. Of the 48
Properties, 38 are owned by the Partnership in fee simple, seven are owned
through three joint venture arrangements and three are owned through tenancy in
common arrangements. See Item 1. Business - Joint Venture and Tenancy in Common
Arrangements. The Partnership is not permitted to encumber its Properties under
the terms of its partnership agreement. Reference is made to the Schedule of
Real Estate and Accumulated Depreciation for a listing of the Properties and
their respective costs, including acquisition fees and certain acquisition
expenses.
Description of Properties
Land. The Partnership's Property sites range from approximately 15,600
to 137,700 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 as of
December 31, 2001 by state. More detailed information regarding the location of
the Properties is contained in the Schedule of Real Estate and Accumulated
Depreciation for the year ended December 31, 2001.
State Number of Properties
----- --------------------
Alabama 1
California 1
Florida 10
Georgia 4
Kentucky 1
Minnesota 1
Mississippi 1
Missouri 2
New Jersey 1
New Mexico 1
North Carolina 4
Ohio 2
Oklahoma 2
Pennsylvania 3
South Carolina 4
Tennessee 4
Texas 4
Virginia 2
-------
TOTAL PROPERTIES 48
=======
Buildings. Each of the Properties owned by the Partnership includes a
building that is one of a Restaurant Chain's approved designs. However, the
buildings located on the 14 Checkers Properties owned by the Partnership are
owned by the tenants. 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
2,100 to 11,000 square feet. All buildings on the 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. Depreciation expense is computed for buildings and
improvements using the straight-line method using depreciable lives of 40 years
for federal income tax purposes.
As of December 31, 2001, 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 $45,122,373
and $12,142,818, respectively.
The following table lists the Properties owned by the Partnership as of
December 31, 2001 by Restaurant Chain.
Restaurant Chain Number of Properties
---------------- --------------------
Bennigan's 2
Boston Market 2
Checkers 14
Denny's 2
Golden Corral 5
Hardee's 7
Jack in the Box 2
Japan Express 1
Long John Silver's 6
Sonny's Bar-B-Q 1
TGI Fridays 1
Taco Bell 1
Taco Cabana 1
Wendy's 1
Other 2
-------
TOTAL PROPERTIES 48
=======
The General Partners consider the Properties to be well-maintained and
sufficient for the Partnership's operations.
The General Partners believe that the Properties are adequately covered
by insurance. In addition, the General Partners have obtained contingent
liability and property coverage for the Partnership. This insurance is intended
to reduce the Partnership's exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.
Leases. The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term "triple net" basis, meaning that the tenant is responsible for
repairs, maintenance, property taxes, utilities and insurance. Generally, a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably necessary to refurbish buildings, premises,
signs and equipment so as to comply with the lessee's obligations, if
applicable, under the franchise agreement to reflect the current commercial
image of its Restaurant Chain. These capital expenditures are required to be
paid by the lessee during the term of the lease. The terms of the leases of the
Properties owned by the Partnership are described in Item 1. Business - Leases.
At December 31, 2001, 2000, 1999, and 1998, the Properties were 98%,
92%, 98% and 88% occupied, respectively. At December 31, 1997, all of the
Properties were occupied. The following is a schedule of the average rent per
Property for the years ended December 31:
2001 2000 1999 1998 1997
-------------- ------------- -------------- ------------- -------------
Rental Income (1)(2) $ 3,528,678 $ 3,555,125 $3,568,289 $3,461,756 $3,906,700
Properties (2) 47 48 50 50 49
Average Per Property $ 75,078 $ 74,065 $ 71,366 $ 69,235 $ 79,729
(1) Rental income includes the Partnership's share of rental income from
the Properties owned through a joint venture arrangement and the
Properties owned through tenancy in common arrangements. Rental
revenues have been adjusted, as applicable, for any amounts for which
the Partnership has established an allowance for doubtful accounts.
(2) Excludes Properties which were vacant and generated no rental income.
The following is a schedule of lease expirations for leases in place as
of December 31, 2001 for the next ten years and thereafter.
Percentage of
Number Annual Rental Gross Annual
Expiration Year of Leases Revenues Rental Income
- -------------------- -------------- ----------------- -----------------
2002 -- $ -- --
2003 -- -- --
2004 -- -- --
2005 -- -- --
2006 -- -- --
2007 -- -- --
2008 -- -- --
2009 5 569,231 15.84%
2010 -- -- --
2011 4 170,611 4.75%
Thereafter 37 2,853,588 79.41%
------------ ---------------- ----------------
Total (1) 46 $ 3,593,430 100.00%
============ ================ ================
(1) Excludes one Property which was vacant at December 31, 2001 and one
Property which was sold in February 2002.
Leases with Major Tenants. The terms of each of the leases with the
Partnership's major tenants as of December 31, 2001 (see Item 1. Business -
Major Tenants), are substantially the same as those described in Item 1.
Business - Leases.
Flagstar Enterprises, Inc. leases seven Hardee's restaurants. The
initial term of each lease is 20 years (expiring in 2014) and the average
minimum base annual rent is approximately $81,102 (ranging from approximately
$62,900 to $99,514).
Checkers Drive-In Restaurants, Inc. leases 14 Checkers Drive-In
Restaurants ("Checkers"). The initial term of each of its leases is 20 years
(expiring between 2014 and 2015) and the average minimum base annual rent is
approximately $51,200 (ranging from approximately $26,900 to $75,400). The
leases for the 14 Checkers Properties consist of only land. 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 term.
Golden Corral Corporation leases five Golden Corral restaurants. The
initial term of each lease is 15 years (expiring between 2009 and 2015) and the
average minimum base annual rent is approximately $161,060 (ranging from
approximately $88,000 to $228,500).
Item 3. Legal Proceedings
Neither the Partnership, nor its General Partners or any affiliate of
the General Partners, nor any of their respective Properties, is party to, or
subject to, any material pending legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
(a) As of March 15, 2002 there were 2,703 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 2001, 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, 2001, the price paid for any Unit transferred
pursuant to the Plan ranged from $8.29 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 2001 and 2000 other than
pursuant to the Plan, net of commissions.
2001 (1) 2000 (1)
------------------------------------- -----------------------------------
High Low Average High Low Average
--------- --------- ----------- --------- -------- ----------
First Quarter $10.00 $6.24 $ 9.13 $8.01 $ 7.34 $ 7.54
Second Quarter 6.66 6.00 6.52 8.50 6.12 7.31
Third Quarter 6.10 4.73 5.77 7.29 7.22 7.23
Fourth Quarter 6.89 6.11 6.57 6.83 6.65 6.77
(1) A total of 29,170 and 24,533 Units were transferred other than pursuant
to the Plan for the years ended December 31, 2001 and 2000,
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, 2001 and 2000, the Partnership
declared cash distributions of $3,200,000 to the Limited Partners. Distributions
of $800,000 were declared to the Limited Partners at the close of each of the
Partnership's calendar quarters during 2001 and 2000. 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, 2001 and 2000, are required to be or
have been treated by the Partnership as a return of capital for purposes of
calculating the Limited Partners' return on their adjusted capital
contributions. 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
2001 2000 1999 1998 1997
-------------- -------------- --------------- ---------------- ---------------
Year ended December 31:
Revenues (1) $ 3,572,335 $ 3,706,098 $ 3,998,726 $ 2,721,671 $ 3,908,014
Net income (2) 2,640,201 2,624,415 2,769,975 2,642,497 3,434,905
Cash distributions declared (3) 3,200,000 3,200,000 3,200,000 3,400,000 3,200,000
Net income per Unit (2) 0.66 0.66 0.69 0.65 0.85
Cash distributions declared
per unit 0.80 0.80 0.80 0.85 0.80
At December 31:
Total assets $ 34,832,208 $ 35,465,658 $ 36,073,980 $ 36,356,904 $37,045,723
Partners' capital 33,900,491 34,460,290 35,035,875 35,465,900 36,223,403
(1) Revenues include equity in earnings of joint ventures. In addition,
revenues for the year ended December 31, 1999, also includes lease
termination income of $450,000 recognized by the Partnership in
connection with consideration the Partnership received for releasing a
former tenant from its obligation under the terms of its lease.
(2) Net income for the years ended December 31, 2001 and 2000, includes
$418,754 and $38,003, respectively, from gain on sale of assets. Net
income for the year ended December 31, 1999, includes $165,503 from
loss on sale of assets. Net income for the years ended December 31,
2001, 2000, 1999 and 1998 includes $512,523, $446,975, $258,995 and
$531,538, respectively, from provision for write-down of assets.
(3) Distributions for the year ended December 31, 1998, include a special
distribution to the Limited Partners of $200,000 which represented
cumulative excess operating reserves.
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 2, 1993, to acquire for
cash, either directly or through joint venture arrangements, both newly
constructed and existing restaurant Properties, as well as land upon which
restaurant Properties were to be constructed, to be leased primarily to
operators of selected national and regional fast-food and family-style
Restaurant Chains. The leases are generally triple-net leases, with the lessees
responsible for all repairs and maintenance, property taxes, insurance and
utilities. As of December 31, 2001, the Partnership owned 38 Properties directly
and held interests in ten Properties either through joint venture or tenancy in
common arrangements.
Capital Resources
The Partnership's primary source of capital is cash from operations
(which includes cash received from tenants, distributions from joint ventures
and interest received, less cash paid for expenses). Cash from operations was
$3,097,228, $3,325,920, and $2,943,295, for the years ended December 31, 2001,
2000 and 1999, respectively. The decrease in cash from operations during 2001 as
compared to 2000 and the increase during 2000 as compared to 1999, was primarily
a result of changes in income and expenses as described in "Results of
Operations" below and changes in the Partnership's working capital.
Other sources and uses of capital included the following during the
years ended December 31, 2001, 2000 and 1999.
In November 1999, the Partnership sold its Property in Gastonia, North
Carolina to an unrelated third party for $672,630 and received net sales
proceeds of $631,304, resulting in a loss of $165,503. The Partnership
distributed amounts sufficient to enable the Limited Partners to pay federal and
state income taxes, if any (at a level reasonably assumed by the General
Partners), resulting from the sale. In December 1999, the Partnership reinvested
a portion of the net sales proceeds from the sale in a joint venture
arrangement, Duluth Joint Venture, with CNL Income Fund V, Ltd., CNL Income Fund
VII, Ltd., and CNL Income Fund XIV, Ltd., each of which is a Florida limited
partnership and an affiliate of the General Partners, to construct and hold one
restaurant Property. During 2000 and 1999, the Partnership contributed $252,591
and $357,441, respectively, to Duluth Joint Venture to pay for construction
costs. In October 2000, the Partnership sold its 33% interest in Duluth Joint
Venture, to CNL Income Fund VII, Ltd. for $610,032. The proceeds from the sale
exceeded the basis of the interest in this joint venture resulting in a gain of
$38,003, as described below in "Results of Operations." The Partnership
distributed amounts sufficient to enable the Limited Partners to pay federal and
state income taxes at a level reasonably assumed by the General Partners,
resulting from the sale.
In December 1999, the Partnership entered into a new lease with a new
tenant for its Property in Mentor, Ohio, to operate the Property as a Bennigan's
restaurant. In connection therewith, the Partnership committed to fund up to
$749,500 for renovation costs, all of which had been incurred and paid as of
December 31, 2000. The Partnership received $450,000 in consideration of the
Partnership releasing the former tenant from its obligation under the terms of
its lease.
In January 2000, the Partnership sold its Property in Lexington, North
Carolina, for $599,500 and received net sales proceeds of $562,130, resulting in
a loss of $88,869, which the Partnership recorded at December 31, 1999, as
described below in "Results of Operations." In June 2000, the Partnership used
the net sales proceeds received from the sale of this Property to enter into a
joint venture arrangement, TGIF Pittsburgh Joint Venture, with CNL Income Fund
VII, Ltd., CNL Income Fund XVI, Ltd., and CNL Income Fund XVIII, Ltd., each a
Florida limited partnership and an affiliate of the General Partners, to
purchase and hold one restaurant Property in Homestead, Pennsylvania. As of
December 31, 2001, the Partnership owned a 23.62% interest in the profits and
losses of the joint venture.
In April 2001, the Partnership sold its Property in Greer, South
Carolina and received net sales proceeds of $700,000 (consisting of $233,000 in
cash and $467,000 in the form of a promissory note) resulting in a loss of
$288,684, which the Partnership had recorded as a provision for write-down of
assets at March 31, 2001. The promissory note, collateralized by a mortgage on
the Property, bore interest at a rate of 10% per annum. The Partnership
collected the outstanding principal and interest during 2001. The Partnership
used a portion of the net sales proceeds to acquire an interest in a Property in
Blue Springs, Missouri, as described below.
In addition, in April 2001, the Partnership sold its Property in
Woodland Hills, California to an unrelated third party for approximately
$1,292,200 and received net sales proceeds of approximately $1,253,700 resulting
in a gain of approximately $246,700. The Partnership used the net sales proceeds
to acquire an interest in a Property in Blue Springs, Missouri, as described
below.
In April 2001, the Partnership reinvested the net sales proceeds from
the sale of the two Properties described above in a Property in Blue Springs,
Missouri, as tenants-in-common with CNL Income Fund XIII, Ltd., ("CNL XIII") a
Florida limited partnership and an affiliate of the General Partners. The
Partnership and CNL XIII, 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 XIII, as tenants-in-common. The purchase
price paid by the Partnership and CNL XIII, as tenants-in-common, represented
the costs incurred by the affiliate to acquire the Property, including closing
costs. As of December 31, 2001, the Partnership had contributed approximately
$1,269,700 and owned a 59% interest in the profits and losses of the Property.
The transaction relating to the sale of the Property in Woodland Hills,
California and the reinvestment of the net sales proceeds was structured to
qualify as a like-kind exchange transaction for federal income tax purposes.
However, the Partnership distributed amounts sufficient to enable the limited
partners to pay federal and state income taxes, if any (at a level reasonably
assumed by the general partners), resulting from the sale.
In May 2001, Wood-Ridge Real Estate Joint Venture, in which the
Partnership owns a 50% interest, sold its Property in Paris, Texas to the tenant
for $800,000, in accordance with the purchase option under the lease agreement.
The sale resulted in a loss to the joint venture of approximately $84,500. In
connection with the sale, the joint venture received $200,000 in lease
termination income in consideration for the joint venture releasing the tenant
from its obligations under the lease. As of December 31, 2001, the Partnership
and the other joint venture partner had each received approximately $400,000
representing a return of capital from the net sales proceeds.
In August 2001, the Partnership used a portion of the amounts received
as a return of capital, as described above, to enter into a joint venture
arrangement, CNL VII, XV Columbus Joint Venture, with CNL Income Fund VII, Ltd.,
a Florida limited partnership and affiliate of the General Partners, to
construct one restaurant Property in Columbus, Georgia. As of December 31, 2001,
the Partnership had contributed approximately $466,100 to purchase land and pay
for its share of construction costs relating to the joint venture and has agreed
to contribute additional amounts during 2002 for additional construction costs.
As of December 31, 2001, the Partnership owned a 31.25% interest in the profits
and losses of the joint venture.
In October 2001, the Partnership sold its Property in Altadena,
California for $976,200 and received sales proceeds of approximately $937,300
resulting in a gain of approximately $172,100. In December 2001, the Partnership
reinvested the net sales proceeds received from the sale in a Property in
Houston, Texas. The Partnership acquired this Property from CNL Funding 2001-A,
LP, an affiliate of the General Partners. The transaction, or a portion thereof,
relating to the sale of the Property and the reinvestment of the proceeds
qualified as a like-kind exchange transaction for federal income tax purposes.
The Partnership distributed amounts sufficient to enable the limited partners to
pay federal and state income taxes, if any (at a level reasonably assumed by the
general partners), resulting from the sale.
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 3% 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.
In February 2002, the Partnership sold its Property in Redlands,
California to an unrelated third party. The Partnership intends to reinvest the
net sales proceeds received in an additional Property.
Currently, cash reserves, rental income from the Partnership's
Properties and any net sales proceeds from the sale of Properties, are invested
in money market accounts or other short-term, highly liquid investments such as
demand deposit accounts at commercial banks, money market accounts and
certificates of deposit with less than a 90-day maturity date, pending the
Partnership's use of such funds to pay Partnership expenses, make distributions
to partners or reinvest in additional Properties. At December 31, 2001, the
Partnership had $1,364,847 invested in such short-term investments as compared
to $1,360,947 at December 31, 2000. As of December 31, 2001, the average
interest rate earned on the rental income deposited in demand deposit accounts
at commercial banks was approximately 3.1% annually. The funds remaining at
December 31, 2001, after payment of distributions and other liabilities, will be
used to meet the Partnership's working capital needs.
Short-Term Liquidity
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The Partnership's investment strategy of acquiring Properties for cash
and 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 cash flow
in excess of operating expenses.
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 substantially 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 General Partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
The Partnership generally distributes cash from operations 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 primarily on current and anticipated future cash from
operations, the Partnership declared distributions to the Limited Partners of
$3,200,000 for the years ended December 31, 2001, 2000 and 1999. This represents
distributions of $0.80 for each of the years ended December 31, 2001, 2000 and
1999. No distributions were made to the General Partners for the years ended
December 31, 2001, 2000, and 1999. No amounts distributed to the Limited
Partners for the years ended December 31, 2001, 2000 or 1999 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, 2001 and 2000.
As of December 31, 2001 and 2000, the Partnership owed $20,970 and
$21,224, respectively, to related parties for accounting and administrative
services and management fees. As of March 15, 2002, the Partnership had
reimbursed the affiliates all such amounts. Other liabilities, including
distributions payable, decreased to $910,747 at December 31, 2001, from $984,144
at December 31, 2000 primarily as a result of a decrease in accounts payable,
deferred rental income, and rents paid in advance and deposits. The General
Partners believe that the Partnership has sufficient cash on hand to meet its
current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Critical Accounting Policies
The Partnership's leases are accounted for under the provisions of
Statement of Accounting Standard No. 13, "Accounting for Leases" ("FAS 13"), and
have been accounted for using either the direct financing or the operating
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 assumption regarding collectibility of
lease payments could result in a change in accounting for the lease at the
inception of the lease.
The Partnership accounts for its unconsolidated joint ventures using
the equity method of accounting. Under generally accepted accounting principles,
the equity method of accounting is appropriate for entities that are partially
owned by the Partnership, but for which operations of the investee are shared
with other partners. The Partnership's joint venture agreements require the
consent of all partners on all key decisions affecting the operations of the
underlying Property.
Management reviews its Properties and investments in unconsolidated
entities periodically (no less than once per year) for impairment whenever
events or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable through operations. Management determines whether
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 fair value.
Results of Operations
The Partnership owned and leased 41 wholly owned Properties during 2001
and 2000 (including three Properties which were sold in 2001 and one Property
which was sold in January 2000) and during 1999, the Partnership owned and
leased 42 wholly owned properties (including one Property which was sold in
November 1999). During 1999, the Partnership owned and leased two Properties
with affiliates as tenants-in-common, was a co-venturer in one joint venture
that owned and leased six Properties, and was a co-venturer in an additional
joint venture that owned and leased one Property. During 2000, the Partnership
sold its interest in one of its joint ventures that owned and leased one
Property, and was a co-venturer in an additional joint venture that owned and
leased one Property. During 2001, the Partnership owned and leased three
Properties with affiliates as tenants-in-common, and was a co-venturer in an
additional joint venture that owned and lease one Property. As of December 31,
2001, the Partnership owned, either directly or through joint venture or tenancy
in common arrangements, 48 Properties, which are generally subject to long-term,
triple-net leases. The leases of the Properties provide for minimum base annual
rental payments (payable in monthly installments) ranging from approximately
$26,900 to $296,600. The 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 (generally from the
sixth or the ninth lease year), the annual base rent required under the terms of
the lease will increase. For further description of the Partnership's leases and
Properties, see Item 1. Business - Leases and Item 2. Properties, respectively.
During the years ended December 31, 2001, 2000 and 1999, the
Partnership earned $3,034,244, $3,285,081, and $3,206,290, respectively, in
rental income from operating leases and earned income from direct financing
leases from Properties wholly owned by the Partnership. Rental and earned income
were impacted in each of the years presented due to the fact that in June 1998,
Long John Silver's, Inc. filed for bankruptcy and rejected the leases relating
to four of the eight Properties it leased. As a result, this tenant ceased
making rental payments on the four rejected leases, causing a decrease in rental
and earned income. The Partnership has continued receiving rental payments
relating to the leases not rejected by the tenant. In May 1999, the Partnership
re-leased one of the Properties with a rejected lease and rental payments
commenced in July 1999 which caused an increase in rental and earned income
during 2000. In each of November 1999 and January 2000, the Partnership sold one
Property with a rejected lease to a third party. The Partnership will not
recognize rental and earned income from the remaining Property until a new
tenant is located or until the Property is sold and the proceeds from such sale
are reinvested in an additional Property. In August 1999, Long John Silver's,
Inc. assumed and affirmed its four remaining leases and the Partnership has
continued to receive rental payments relating to these four leases. The decrease
in rental and earned income during 2001, as compared to 2000, was partially due
to the fact that during the year ended December 31, 2000, the Partnership
received approximately $99,100 in bankruptcy proceeds relating to the Properties
whose leases were rejected. The lost revenues resulting from the one remaining
lease that was rejected, as described above, could have an adverse affect on the
results of operations of the Partnership if the Partnership is unable to
re-lease this Property in a timely manner.
In addition, the decrease in rental and earned income during 2001, as
compared to 2000, was partially due to the fact that the Partnership sold its
Properties in Greer, South Carolina, and Woodland Hills and Altadena,
California. The Partnership reinvested the proceeds from the sale of these
Properties in a Property in Blue Springs, Missouri, as tenants-in-common with an
affiliate of the General Partners and in a joint venture arrangement, CNL VII,
XV Columbus Joint Venture with an affiliate of the General Partners. As a result
of this reinvestment, rental and earned income are expected to remain at reduced
amounts while equity in earnings of joint ventures is expected to increase.
In addition, rental and earned income decreased during 2001 as compared
to 2000, due to the fact that PRG, the tenant of one of the Partnership's
Properties, experienced financial difficulties during 2000, ceased making rental
payments to the Partnership, and in October 2001, filed for bankruptcy. As a
result, the Partnership stopped recording rental revenue relating to this
Property. The Partnership will not recognize any rental and earned income from
this Property until the Property is re-leased or the Property is sold and the
proceeds are reinvested in an additional Property. The General Partners are
currently seeking a replacement tenant or purchaser for this Property. While the
tenant has neither rejected or affirmed the lease, there can be no assurance
that the lease will not be rejected in the future. The lost revenues resulting
from the possible rejection of the lease could have an adverse effect on the
results of operations of the Partnership, if the Partnership is not able to
re-lease or sell the Property in a timely manner.
The increase in rental and earned income during 2000, as compared to
1999, was partially offset by the fact that the Partnership established an
allowance for doubtful accounts of approximately $25,700 for past due rental
amounts relating to the Properties in Huntsville, Texas and Bartlesville,
Oklahoma, in accordance with the Partnership's collection policy. The
Partnership subsequently collected the amounts relating to the Property in
Huntsville, Texas and recognized these amounts as income. The General Partners
are continuing to pursue collection of the amounts related to the Property in
Bartlesville, Oklahoma and will recognize such amounts as income if collected.
No such allowance was recorded in 1999.
In December 1999, the Partnership terminated the lease with the tenant
of the Property in Mentor, Ohio. In connection therewith, during 1999, the
Partnership received $450,000 as a lease termination fee from the former tenant
in consideration for the Partnership releasing the tenant from its obligation
under the terms of the lease. In December 1999, the Partnership re-leased the
Property to a new tenant, and renovated the Property into a Bennigan's
restaurant, as described above in "Capital Resources," for which rental payments
commenced in May 2000.
During the years ended December 31, 2001, 2000, and 1999, the
Partnership also earned $23,529, $28,165, and $40,959, respectively, in
contingent rental income. Contingent rental income decreased during 2001 and
2000, each as compared to the previous year, primarily as a result of a decrease
in gross sales of certain restaurant Properties that are subject to leases
requiring payment of contingent rent.
In addition, for the years ended December 31, 2001, 2000 and 1999, the
Partnership earned $435,239, $296,929, and $259,508, respectively, attributable
to net income earned by joint ventures in which the Partnership is a
co-venturer. The increase in net income earned by joint ventures during 2001 and
2000, each as compared to the previous year, was primarily attributable to the
Partnership investing in a Property in Blue Springs, Missouri in April 2001 with
an affiliate of the General Partners and in a Property in Homestead,
Pennsylvania in June 2000, with an affiliate of the General Partners, as
described above in "Capital Resources." The increase in net income earned by
joint ventures during 2001 as compared to 2000 was also partially attributable
to the Partnership investing in CNL VII, XV Columbus Joint Venture with an
affiliate of the General Partners in August 2001. The increase in net income was
partially offset due to the fact that in May 2001, Wood-Ridge Real Estate Joint
Venture, in which the Partnership owns a 50% interest, sold its Property in
Paris, Texas to the tenant for $800,000 in accordance with the purchase option
under the lease agreement. This resulted in a loss to the joint venture of
approximately $84,500. The increase in net income was also attributable to the
fact that in conjunction with the sale of its Property in Paris, Texas,
Wood-Ridge Real Estate Joint Venture received $200,000 in consideration for the
Partnership releasing the tenant from its obligations under the lease. As of
December 31, 2001, the Partnership and the other joint venture partner had each
received $400,000 representing a return of capital from the net sales proceeds.
The Partnership used these proceeds to invest in a joint venture arrangement,
CNL VII, XV Columbus Joint Venture with an affiliate of the General Partners, as
described above.
During the year ended December 31, 2001, three lessees of the
Partnership, Flagstar Enterprises, Inc., Checkers Drive-In Restaurants, Inc.,
and Golden Corral Corporation, each contributed more than 10% of the
Partnership's total rental, earned and mortgage interest income (including the
Partnership's share of rental and earned income from Properties owned by joint
ventures and Properties owned with affiliates of the General Partners as
tenants-in-common). As of December 31, 2001, Flagstar Enterprises, Inc. was the
lessee under leases relating to seven restaurants, Checkers Drive-In
Restaurants, Inc. was the lessee under leases relating to 14 restaurants, and
Golden Corral Corporation was lessee under leases relating to five restaurants.
It is anticipated that, based on the minimum rental payments required by the
leases, these three lessees each will continue to contribute more than 10% of
the Partnership's total rental income in 2002. In addition, during the year
ended December 31, 2001, four Restaurant Chains, Hardee's, Checkers Drive-In
Restaurants, Long John Silver's, and Golden Corral each accounted for more than
10% of the Partnership's total rental and earned income (including the
Partnership's share of rental and earned income from Properties owned by joint
ventures and Properties owned with affiliates of the General Partners as
tenants-in-common). In 2002, it is anticipated that these four Restaurant chains
each will continue to account for more than 10% of the total rental income to
which the Partnership is entitled under the terms of the leases. Any failure of
these lessees or Restaurant Chains could materially affect the Partnership's
income if the Partnership is not able to re-lease the Properties in a timely
manner.
During the years ended December 31, 2001, 2000, and 1999 the
Partnership earned $79,313, $95,923, and $41,969, respectively, in interest and
other income. The decrease in interest and other income during 2001, as compared
to 2000, was primarily attributable to the reinvestment of sales proceeds from
the sale of Properties during 2000. The decrease during 2001 was partially
offset by an increase in interest income related to the Partnership's sale of
its Property in Greer, South Carolina, for which the Partnership accepted a
promissory note, as described in "Capital Resources." The increase in interest
and other income during 2000, as compared to 1999, was primarily attributable to
interest income earned on the net sales proceeds relating to the 1999 and 2000
sales of Properties while pending reinvestment in additional Properties.
Operating expenses, including depreciation and amortization expense and
provision for write-down of assets were $1,350,888, $1,119,686, and $1,063,248,
for the years ended December 31, 2001, 2000 and 1999, respectively. The increase
in operating expenses during 2001, as compared to 2000, was primarily
attributable to the Partnership recording a provision for write-down of assets,
as described below. In addition, the increase during 2001, as compared to 2000,
was partially attributable to an increase in costs incurred for administrative
expenses for servicing the Partnership and its Properties, as permitted by the
Partnership agreement. Operating expenses also increased during 2001, as
compared to 2000, due to the fact that the Partnership recorded a provision for
doubtful accounts of approximately $46,900 related to the Property in
Bartlesville, Oklahoma, due to the fact that the tenant, PRG, experienced
financial difficulties and filed for bankruptcy, as discussed above in "Capital
Resources." The Partnership will pursue collection of these past due amounts.
The Partnership also incurred insurance expense, maintenance expense, legal fee
expense, and real estate taxes relating to this Property and the Property
vacated by Long John Silver's as a result of this tenant filing bankruptcy in
1998. The Partnership will continue to incur such expenses, relating to these
Properties until a replacement tenant or purchaser is located. In addition, the
increase in operating expenses in 2000 was partially attributable to an increase
in the state taxes incurred by the Partnership due to changes in the tax laws of
a state in which the Partnership conducts its business.
The increase in operating expenses during 2001 and 2000, each as
compared to the previous year, was partially offset by, the Partnership
incurring $45,089 and $195,622 during 2000 and 1999, respectively, in
transaction costs related to the General Partners retaining financial and legal
advisors to assist them in evaluating and negotiating the proposed and
terminated merger with APF, as described in "Termination of Merger." No such
expenses were incurred during the year ended December 31, 2001. In addition, the
increase in operating expenses during 2000, as compared to 1999, was partially
due to the Partnership recording a provision for write-down of assets, as
described below. In addition, the increase in operating expenses during 2000 was
partially due to an increase in depreciation expense resulting from the
Partnership capitalizing $749,500 of renovation costs relating to the Property
in Mentor, Ohio during 2000.
During the quarter ended March 31, 2001, the Partnership recorded a
provision for write-down of assets in the amount of $288,684 relating to the
Property in Greer, South Carolina. The provision represented the difference
between the carrying value of the Property at March 31, 2001 and the net sales
proceeds received from the sale of the Property in April 2001, as described
above in "Capital Resources." In addition, during the year ended December 31,
2001, the Partnership increased its provision for write-down of assets related
to the Property in Bartlesville, Oklahoma by $223,839. PRG, the tenant,
experienced financial difficulties and filed for bankruptcy, as described above.
The provision represented the difference between the carrying value and the
General Partners' estimated net realizable value at December 31, 2001. During
the year ended December 31, 2000, the Partnership recorded a provision for
write-down of assets in the amount of $446,975 relating to the Property in
Medina, Ohio. The provision represented the difference between the carrying
value of the Property and the General Partners' estimated net realizable value
of the Property at December 31, 2000. In addition, during the year ended
December 31, 2000, the Partnership recorded a provision for write-down of assets
of $22,496 related to previously accrued rental income relating to the Property
located in Huntsville, Texas due to financial difficulties the tenant
experienced. The accrued rental income was the accumulated amount of non-cash
accounting adjustments previously recorded in order to recognize future
scheduled rent increases as income evenly over the term of the lease. The
provision represented the difference between the carrying value of the Property,
including the accumulated accrued rental income balance, and the General
Partners' estimated net realizable value of the Property. During the year ended
December 31, 1999, the Partnership recorded a provision for loss on assets of
$83,897 relating to the Property in Lexington, North Carolina. The provision
represented the difference between the carrying value of the Property at
December 31, 1999, and the net sales proceeds received from the sale of the
Property to a third party in January 2000. In addition, during the year ended
December 31, 1999, the Partnership recorded a provision for write-down of assets
of $175,098 related to previously accrued rental income relating to the Property
located in Mentor, Ohio. The accrued rental income was the accumulated amount of
non-cash accounting adjustments previously recorded in order to recognize future
scheduled rent increases as income evenly over the term of the lease. The tenant
of this Property, terminated the lease relating to this Property. The provision
represented the difference between the carrying value of the Property, including
the accumulated accrued rental income balance and the General Partners'
estimated net realizable value of the Property.
As a result of the sale of the Partnership's Properties in Woodland
Hills and Altadena, California, the Partnership recognized a gain of $418,754
during the year ended December 31, 2001. As a result of the sale of the
Partnership's interest in Duluth Joint Venture, the Partnership recognized a
gain of $38,003 during the year ended December 31, 2000. As a result of the sale
of the Property in Gastonia, North Carolina the Partnership recognized a loss of
$165,503 during the year ended December 31, 1999.
The restaurant industry, as a whole, has been one of the many
industries affected by the general slowdown in the economy. While the
Partnership has experienced some losses due to the financial difficulties of a
limited number of restaurant operators, the General Partners remain confident in
the overall performance of the fast-food and family style restaurants, the
concepts that comprise the majority of the Partnership's portfolio. Industry
data shows that these restaurant concepts continue to outperform and remain more
stable than higher-end restaurants, which have been more adversely affected by
the slowing economy.
The Partnership's leases as of December 31, 2001, 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 also 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 December 1999, the Securities and Exchange Commission released SAB
101, which provides the staff's view in applying generally accepted accounting
principles to selected revenue recognition issues. SAB 101 requires the
Partnership to defer recognition of certain percentage rental income until
certain defined thresholds are met. The Partnership adopted SAB 101 beginning
January 1, 2000. Implementation of SAB 101 did not have a material impact on the
partnership's result of operations.
In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141 "Business Combinations" (FAS 141) and
Statement of Financial Accounting Standards No. 142 "Goodwill and Other
Intangible Assets" (FAS 142). The Partnership has reviewed both statements and
has determined that both FAS 141 and FAS 142 do not apply to the Partnership as
of December 31, 2001.
In October 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" (FAS 144). 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 fair
value. If an impairment is recognized, the adjusted carrying amount of a
long-lived asset is its new cost basis. The adoption of FAS 144 did not have any
effect on the partnership's recording of impairment losses as this Statement
retained the fundamental provisions of FAS No. 121 "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of."
Termination of Merger
On March 11, 1999, the Partnership entered into an Agreement and Plan
of Merger with APF, pursuant to which the Partnership would be merged with and
into a subsidiary of APF. Under the Agreement and Plan of Merger, APF was to
issue shares of its common stock as consideration for the Merger. On March 1,
2000, the General Partners and APF announced that they had mutually agreed to
terminate the Agreement and Plan of Merger. The agreement to terminate the
Agreement and Plan of Merger was based, in large part, on the General Partners'
concern that, in light of market conditions relating to publicly traded real
estate investment trusts, the value of the transaction had diminished. As a
result of such diminishment, the General Partners' ability to unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become questionable.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 8. Financial Statements and Supplementary Data
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
CONTENTS
Page
----
Report of Independent Certified Public Accountants 20
Financial Statements:
Balance Sheets 21
Statements of Income 22
Statements of Partners' Capital 23
Statements of Cash Flows 24-25
Notes to Financial Statements 26-43
Report of Independent Certified Public Accountants
To the Partners
CNL Income Fund XV, 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 XV, Ltd. (a Florida limited
partnership) at December 31, 2001 and 2000, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
2001 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 14(a)(2) presents fairly, in
all material respects, the information set forth therein when read in
conjunction with the related financial statements. These financial statements
and 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.
/s/ PricewaterhouseCoopers LLP
Orlando, Florida
February 8, 2002, except for Note 11, as to which the date is February 14, 2002
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
BALANCE SHEETS
December 31,
2001 2000
--------------------- ------------------
ASSETS
Land and buildings on operating leases, net $ 22,194,951 $ 22,719,190
Net investment in direct financing leases 4,805,598 6,105,701
Investment in joint ventures 4,554,955 3,307,718
Cash and cash equivalents 1,364,668 1,257,447
Restricted cash 179 --
Certificate of deposit -- 103,500
Receivables, less allowance for doubtful accounts of $191,602
and $37,881, respectively 21,795 75,750
Due from related parties 15,022 33,878
Accrued rental income, less allowance for doubtful accounts of
$27,005 and $25,626, respectively 1,841,590 1,817,150
Other assets 33,450 45,324
--------------------- ------------------
$ 34,832,208 $ 35,465,658
===================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 5,993 $ 37,111
Accrued and escrowed real estate taxes payable 29,605 30,406
Distributions payable 800,000 800,000
Due to related parties 20,970 21,224
Rents paid in advance and deposits 68,253 82,787
Deferred rental income 6,896 33,840
--------------------- ------------------
Total liabilities 931,717 1,005,368
Partners' capital 33,900,491 34,460,290
--------------------- ------------------
$ 34,832,208 $ 35,465,658
===================== ==================
See accompanying notes to financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
STATEMENTS OF INCOME
Year Ended December 31,
2001 2000 1999
------------------ ----------------- -----------------
Revenues
Rental income from operating leases $ 2,528,263 $ 2,639,250 $ 2,384,318
Earned income from direct financing leases 505,981 645,831 821,972
Contingent rental income 23,529 28,165 40,959
Lease termination income -- -- 450,000
Interest and other income 79,313 95,923 41,969
------------------ ----------------- -----------------
3,137,086 3,409,169 3,739,218
------------------ ----------------- -----------------
Expenses:
General operating and administrative 304,990 162,307 158,505
Bad debt expense 46,935 -- --
Professional services 48,203 31,317 53,840
Management fees to related parties 33,498 35,870 33,430
Real estate taxes 19,021 -- 29,381
State and other taxes 55,122 35,676 32,585
Depreciation and amortization 330,596 339,956 300,890
Provision for write-down of assets 512,523 469,471 258,995
Transaction costs -- 45,089 195,622
------------------ ----------------- -----------------
1,350,888 1,119,686 1,063,248
------------------ ----------------- -----------------
Income Before Gain (Loss) on Sale of Assets and Equity in
Earnings of Joint Ventures 1,786,198 2,289,483 2,675,970
Gain (Loss) on Sale of Assets 418,754 38,003 (165,503)
Equity in Earnings of Joint Ventures 435,249 296,929 259,508
------------------ ----------------- -----------------
Net Income $ 2,640,201 $ 2,624,415 $ 2,769,975
================== ================= =================
Allocation of Net Income:
General partners $ -- $ -- $ 29,159
Limited partners 2,640,201 2,624,415 2,740,816
------------------ ----------------- -----------------
$ 2,640,201 $ 2,624,415 $ 2,769,975
================== ================= =================
Net Income Per Limited Partner Unit $ 0.66 $ 0.66 $ 0.69
================== ================= =================
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 XV, LTD.
(A Florida Limited Partnership)
STATEMENTS OF PARTNERS' CAPITAL
Years Ended December 31, 2001, 2000 and 1999
General Partners Limited Partners
-------------------------------------- ----------------------------------------------------------
Accumulated Accumulated
Contributions Earnings Contributions Distributions Earnings
------------------- ----------------- ------------------ ----------------- ------------------
Balance, December 31, 1998 $ 1,000 $ 144,629 $ 40,000,000 $ (13,965,947) $ 14,076,218
Distributions to limited
partners ($0.80 per
limited partner unit) -- -- -- (3,200,000) --
Net income -- 29,159 -- -- 2,740,816
------------------- ----------------- ------------------ ----------------- ------------------
Balance, December 31, 1999 1,000 173,788 40,000,000 (17,165,947) 16,817,034
------------------- ----------------- ------------------ ----------------- ------------------
Distributions to limited
partners ($0.80 per
limited partner unit) -- -- -- (3,200,000) --
Net income -- -- -- -- 2,624,415
------------------- ----------------- ------------------ ----------------- ------------------
Balance, December 31, 2000 1,000 173,788 40,000,000 (20,365,947) 19,441,449
------------------- ----------------- ------------------ ----------------- ------------------
Distributions to limited
partners ($0.80 per
limited partner unit) -- -- -- (3,200,000) --
Net income -- -- -- -- 2,640,201
------------------- ----------------- ------------------ ----------------- ------------------
Balance, December 31, 2001 $ 1,000 $ 173,788 $ 40,000,000 $ (23,565,947) $ 22,081,650
=================== ================= ================== ================= ==================
Limited Partners
----------------
Syndication
Costs Total
--------------- ---------------
$ (4,790,000) $ 35,465,900
-- (3,200,000)
-- 2,769,975
--------------- ---------------
(4,790,000) 35,035,875
--------------- ---------------
-- (3,200,000)
-- 2,624,415
--------------- ---------------
(4,790,000) 34,460,290
--------------- ---------------
-- (3,200,000)
-- 2,640,201
--------------- ---------------
$ (4,790,000) $ 33,900,491
=============== ===============
See accompanying notes to financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
STATEMENTS OF CASH FLOWS
Year Ended December 31,
2001 2000 1999
------------------- ------------------- --------------------
Increase ( Decrease) in Cash and Cash Equivalents:
Cash Flows from Operating Activities:
Cash received from tenants $ 2,962,255 $ 3,399,282 $ 2,980,513
Distributions from joint ventures 522,744 363,205 264,410
Cash paid for expenses (463,129) (485,468) (337,268)
Interest received 75,358 48,901 35,640
------------------- ------------------- --------------------
Net cash provided by operating
activities 3,097,228 3,325,920 2,943,295
------------------- ------------------- --------------------
Cash Flows from Investing Activities:
Proceeds from sale of assets 2,423,978 562,130 631,304
Additions to land and buildings on operating
leases (1,445,207) (749,500) --
Proceeds received from tenant in connection with
termination of lease -- -- 450,000
Redemption of (investment in) certificate
of deposit 100,000 (100,000) --
Investment in joint ventures (1,735,778) (241,466) (357,441)
Return of capital from joint venture 400,000 -- --
Collections on mortgage note receivable 467,000 -- --
Increase in other assets -- -- (21,239)
------------------- ------------------- --------------------
Net cash provided by (used in)
investing activities 209,993 (528,836) 702,624
------------------- ------------------- --------------------
Cash Flows from Financing Activities:
Distributions to limited partners (3,200,000) (3,200,000) (3,200,000)
------------------- ------------------- --------------------
Net cash used in financing activities (3,200,000) (3,200,000) (3,200,000)
------------------- ------------------- --------------------
Net Increase (Decrease) in Cash and Cash Equivalents
107,221 (402,916) 445,919
Cash and Cash Equivalents at Beginning of Year
1,257,447 1,660,363 1,214,444
------------------- ------------------- --------------------
Cash and Cash Equivalents at End of Year $ 1,364,668 $ 1,257,447 $ 1,660,363
=================== =================== ====================
See accompanying notes to financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
STATEMENT OF CASH FLOWS - CONTINUED
Year Ended December 31,
2001 2000 1999
---------------------- --------------------- ---------------------
Reconciliation of Net Income to Net Cash Provided
by Operating Activities
Net income $ 2,640,201 $ 2,624,415 $ 2,769,975
---------------------- --------------------- ---------------------
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 327,426 337,382 298,123
Amortization 3,170 2,574 2,767
Equity in earnings of joint ventures,
net of distributions 87,495 66,276 4,902
Loss (gain) on sale of asset (418,754) (38,003) 165,503
Provision for write-down of assets 512,523 469,471 258,995
Lease termination income -- -- (450,000)
Decrease (increase) in receivables 57,276 17,818 (36,753)
Decrease (increase) in due from
related parties 18,856 (33,878) --
Decrease in net investment in direct
financing leases 87,580 78,031 84,867
Decrease (increase) in other assets 9,750 (12,523) (5,361)
Increase in accrued rental income (136,975) (170,575) (296,824)
Increase (decrease) in accounts
payable and accrued expenses (31,919) (83,834) 134,740
Increase (decrease) in due to related
parties (254) (39,767) 39,804
Increase (decrease) in rents paid in
advance and deposits (14,533) 108,533 (27,443)
Decrease in deferred rental
income (44,614) -- --
---------------------- --------------------- ---------------------
Total adjustments 457,027 701,505 173,320
---------------------- --------------------- ---------------------
Net Cash Provided by Operating Activities $ 3,097,228 $ 3,325,920 $ 2,943,295
====================== ===================== =====================
Supplemental Schedule of Non-Cash
Financing Activities:
Distributions declared and unpaid at
December 31 $ 800,000 $ 800,000 $ 800,000
====================== ===================== =====================
See accompanying notes to financial statements.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
Years Ended December 31, 2001, 2000 and 1999
1. Significant Accounting Policies:
-------------------------------
Organization and Nature of Business - CNL Income Fund XV, 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% 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
acquisition of land and buildings at cost, including acquisition and
closing costs. Land and buildings are leased to unrelated 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. The leases are accounted for
using either the direct financing or the operating methods. Such
methods are described below:
Direct financing method - The 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) (Note 4). 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.
Operating method - Land and building 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.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
1. Significant Accounting Policies - Continued:
-------------------------------------------
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. Whenever a tenant defaults under the
terms of its lease, or events or changes in circumstance
indicate that the tenant will not lease the property through
the end of the lease term, the Partnership either reserves or
reverses the cumulative accrued rental income balance.
When the properties are sold, the related cost and accumulated
depreciation for operating leases and the net investment for direct
financing leases, plus any accrued rental income, are removed from the
accounts and gains or losses from sales are reflected in income. The
general partners of the Partnership review properties for impairment
whenever events or changes in circumstances indicate that the carrying
amount of the assets may not be recoverable through operations. The
general partners determine whether an impairment in value has occurred
by comparing the estimated future undiscounted cash flows, including
the residual value of the property, with the carrying cost of the
individual property. If an impairment is indicated, the assets are
adjusted to their fair value. Although the general partners have made
their best estimate of these factors based on current conditions, it is
reasonably possible that changes could occur in the near term which
could adversely affect the general partners' best estimate of net cash
flows expected to be generated from its properties and the need for
asset impairment write downs.
When the collection of amounts recorded as rental or other income is
considered to be doubtful, an adjustment is made to increase the
allowance for doubtful accounts, which is netted against receivables,
although the Partnership continues to pursue collection of such
amounts. If amounts are subsequently determined to be uncollectible,
the corresponding receivable and allowance for doubtful accounts are
decreased accordingly.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
1. Significant Accounting Policies - Continued:
-------------------------------------------
Investment in Joint Ventures - The Partnership accounts for its
interests in Wood-Ridge Real Estate Joint Venture, TGIF Pittsburgh
Joint Venture, CNL VII, XV Columbus Joint Venture, and properties in
Clinton, North Carolina, Fort Myers, Florida, and Blue Springs,
Missouri held as tenants-in-common with affiliates, using the equity
method since the joint venture agreement requires the consent of all
partners on all key decisions affecting the operations of the
underlying property.
Cash and Cash Equivalents - The Partnership considers all highly liquid
investments with a maturity of three months or less when purchased to
be cash equivalents. Cash and cash equivalents consist of demand
deposits at commercial banks and money market funds (some of which are
backed by government securities). Cash equivalents are stated at cost
plus accrued interest, which approximates market value.
Cash accounts maintained on behalf of the Partnership in demand
deposits at commercial banks and money market funds may exceed
federally insured levels; however, the Partnership has not experienced
any losses in such accounts.
Lease Costs - Other assets include lease incentive costs and brokerage
and legal fees associated with negotiating a new lease which are
amortized over the term of the new lease using the straight-line
method.
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 are netted against
partners' capital and represent a reduction of Partnership equity and a
reduction in the basis of each partner's investment. See "Income Taxes"
footnote for a reconciliation of net income for financial reporting
purposes to net income for federal income tax purposes.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
1. Significant Accounting Policies - Continued:
-------------------------------------------
Use of Estimates - The general partners of the Partnership have made a
number of estimates and assumptions relating to the reporting of assets
and liabilities and the disclosure of contingent assets and liabilities
to prepare these financial statements in conformity with generally
accepted accounting principles. The more significant areas requiring
the use of management estimates relate to the allowance for doubtful
accounts and future cash flows associated with long-lived assets.
Actual results could differ from those estimates.
Reclassification - Certain items in the prior years' financial
statements have been reclassified to conform to 2001 presentation.
These reclassifications had no effect on partners' capital or net
income.
Staff Accounting Bulleting No. 101 ("SAB 101") - In December 1999, the
Securities and Exchange Commission released SAB 101, which provides the
staff's view in applying generally accepted accounting principles to
selected revenue recognition issues. SAB 101 requires the Partnership
to defer recognition of certain percentage rental income until certain
defined thresholds are met. The Partnership adopted SAB 101 beginning
January 1, 2000. Implementation of SAB 101 did not have a material
impact on the partnership's result of operations.
Statement of Financial Accounting Standard No. 141 ("FAS 141") and
Statement of Financial Accounting Standard No. 142 ("FAS 142") - In
July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 "Business Combinations" (FAS
141) and Statement of Financial Accounting Standards No. 142 "Goodwill
and Other Intangible Assets" (FAS 142). The Partnership has reviewed
both statements and has determined that both FAS 141 and FAS 142 do not
apply to the Partnership as of December 31, 2001.
Statement of Financial Accounting Standard No. 144 ("FAS 144") - In
October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets" (FAS 144). 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
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
1. Significant Accounting Policies - Continued:
-------------------------------------------
carrying amount of a long-lived asset exceeds its fair value. If an
impairment is recognized, the adjusted carrying amount of a long-lived
asset is its new cost basis. The adoption of FAS 144 did not have any
effect on the partnership's recording of impairment losses as this
Statement retained the fundamental provisions of FAS No. 121
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of."
2. Leases:
------
The Partnership leases its land or land and buildings to operators of
national and regional fast food and family-style restaurants. The
leases are accounted for under the provisions of Statement of Financial
Accounting Standards No. 13, "Accounting for Leases." Some of the
leases are classified as operating leases and some of the leases have
been classified as direct financing leases. For some 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. The
majority of the leases are for 15 to 20 years and provide for minimum
and contingent rentals. In addition, the tenant generally pays all
property taxes and assessments, fully maintains the interior and
exterior of the building and carries insurance coverage for public
liability, property damage, fire and extended coverage. 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.
3. Land and Buildings on Operating Leases:
--------------------------------------
Land and buildings on operating leases consisted of the following at
December 31:
2001 2000
---------------- ---------------
Land $ 14,236,528 $ 14,620,191
Buildings 9,789,456 9,758,133
---------------- ---------------
24,025,984 24,378,324
Less accumulated depreciation (1,831,033) (1,659,134)
---------------- ---------------
$ 22,194,951 $ 22,719,190
================ ===============
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
3. Land and Buildings on Operating Leases - Continued
During the year ended December 31, 2001, the Partnership sold its
property in Lexington, North Carolina for which the building was
classified as a direct financing lease (see Note 4) for $599,500 and
received net sales proceeds of $562,130. No gain or loss was recorded
during 2000 due to the fact that the Partnership had previously
recorded a provision for write-down of assets.
During 2000, the Partnership established a provision for write-down of
assets of $394,474 relating to the property in Medina, Ohio. The loss
represented the difference between the carrying value of the property
at December 31, 2000 and the general partners' estimated net realizable
value for the property.
In April 2001, the Partnership sold its property in Woodland Hills,
California to an unrelated third party for approximately $1,292,200 and
received net sales proceeds of approximately $1,253,700 resulting in a
gain of approximately $246,700. In April 2001, the Partnership
reinvested the net sales proceeds in a property in Blue Springs,
Missouri as tenants-in-common with CNL Income Fund XIII, Ltd., an
affiliate of the general partners (see Note 5). In addition, in October
2001, the Partnership sold its property in Altadena, California to an
unrelated third party for $976,000 and received net sales proceeds of
approximately $937,000 resulting in a gain of approximately $172,100.
In December 2001, the Partnership reinvested the net sales proceeds
plus a portion of the net sales proceeds from the sale of the property
in Greer, South Carolina (see Note 4) in a Taco Cabana property in
Houston, Texas.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
3. Land and Buildings on Operating Leases - Continued
The following is a schedule of the future minimum lease payments to be
received on noncancellable operating leases at December 31, 2001:
2002 $ 2,319,884
2003 2,335,799
2004 2,393,863
2005 2,522,417
2006 2,526,300
Thereafter 19,409,986
---------------
$ 31,508,249
===============
Since lease renewal periods are exercisable at the option of the
tenant, the above table only presents future minimum lease payments due
during the initial lease terms. In addition, this table does not
include any amounts for future contingent rentals which may be received
on the leases based on a percentage of the tenant's gross sales.
4. Net Investment in Direct Financing Leases:
-----------------------------------------
The following lists the components of the net investment in direct
financing leases at December 31:
2001 2000
---------------- ----------------
Minimum lease payments receivable
$ 8,590,810 $ 10,760,255
Estimated residual values 1,501,269 2,115,976
Less unearned income (5,286,481) (6,770,530)
---------------- ----------------
Net investment in direct financing
leases $ 4,805,598 $ 6,105,701
================ ================
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
4. 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, 2001:
2002 $ 661,894
2003 667,249
2004 667,249
2005 670,953
2006 678,361
Thereafter 5,245,104
---------------
---------------
$ 8,590,810
===============
The above table does not include future minimum lease payments for
renewal periods or for contingent rental payments that may become due
in future periods (see Note 3).
In January 2000, the Partnership sold the property located in
Lexington, North Carolina, for which the building portion had been
classified as a direct financing lease. In connection therewith, the
gross investment (minimum lease payments receivable and the estimated
residual value) and unearned income relating to the building were
removed from the accounts (see Note 3).
During 2000, the Partnership established a provision for impairment in
carrying value in the amount of $52,501 for its property in
Bartlesville, Oklahoma. The provision represented the difference
between the carrying value of the net investment in the direct
financing lease and the estimated net realizable value of the
investment in the direct financing lease at December 31, 2000. During
2001, the Partnership increased its provision by $223,839 due to the
fact that the tenant of the property experienced financial difficulties
and filed for bankruptcy in October 2001. The provision represented the
difference between the carrying value of the property at December 31,
2001 and the general partners' estimated net realizable value for the
property.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
4. Net Investment in Direct Financing Leases - Continued:
-----------------------------------------------------
In April 2001, the Partnership sold its property in Greer, South
Carolina to the tenant and received net sales proceeds of $700,000
(consisting of $233,000 in cash and $467,000 in the form of a
promissory note) resulting in a loss of $288,684 which the Partnership
recorded as a provision for write-down of assets at March 31, 2001. The
provision represented the difference between the carrying value of the
net investment in the direct financing lease and the net sales proceeds
received in April 2001. During the year ended December 31, 2001, the
Partnership collected the entire amount due under the promissory note.
5. Investment in Joint Ventures:
----------------------------
The Partnership has a 50%, a 16% and a 15% interest in the profits and
losses of Wood-Ridge Real Estate Joint Venture, a property in Clinton,
North Carolina and a property in Fort Myers, Florida, held as
tenants-in-common with affiliates of the general partners. The
remaining interests in these joint ventures are held by affiliates of
the Partnership, which have the same general partners.
In December 1999, the Partnership entered into a joint venture
arrangement, Duluth Joint Venture, with CNL Income Fund V, Ltd., CNL
Income Fund VII, Ltd., and CNL Income Fund XIV, Ltd., each of which is
a Florida limited partnership and an affiliate of the general partners,
to construct and hold one restaurant property. The Partnership
contributed $252,591 and $357,441 during 2000 and 1999, respectively,
to Duluth Joint Venture to pay for construction costs. In October 2000,
the Partnership sold its 33% interest to CNL Income Fund VII, Ltd. for
$610,032 resulting in a gain of $38,003.
In June 2000, the Partnership reinvested the net sales proceeds from
the sale of its property in Lexington, North Carolina in a joint
venture arrangement, TGIF Pittsburgh Joint Venture, with CNL Income
Fund VII, Ltd., CNL Income Fund XVI, Ltd., and CNL Income Fund XVIII,
Ltd., each of which is a Florida limited partnership and an affiliate
of the general partners, to purchase and hold one restaurant property.
As of December 31, 2001, the Partnership owned a 23.62% interest in the
profits and losses of the joint venture.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
5. Investment in Joint Ventures - Continued:
----------------------------------------
In April 2001, the Partnership used a portion of the net sales proceeds
from the sale of its properties in Woodland Hills, California and
Greer, South Carolina to acquire an interest in a Golden Corral
property in Blue Springs, Missouri, as tenants-in-common, with CNL
Income Fund XIII, Ltd., a Florida limited partnership, and an affiliate
of the general partners. The Partnership acquired this interest from
CNL BB Corp., an affiliate of the general partners (see Note 8). The
Partnership contributed approximately $1,269,700 and as of December 31,
2001, the Partnership owned a 59% interest in this property.
In May 2001, the Wood-Ridge Real Estate Joint Venture, in which the
Partnership owns a 50% interest, sold its property in Paris, Texas to
the tenant for $800,000, in accordance with the purchase option under
the lease agreement. This resulted in a loss to the joint venture of
approximately $84,500. In connection with the sale, the joint venture
received $200,000 in lease termination income in consideration for the
joint venture releasing the tenant from its obligations under the
lease. As of December 31, 2001, the Partnership and the other joint
venture partner each received approximately $400,000 representing a
return of capital from the net sales proceeds.
In August 2001, the Partnership used a portion of the amounts received
as a return of capital, as described above, to enter into a joint
venture arrangement, CNL VII, XV Columbus Joint Venture, with CNL
Income Fund VII, Ltd., a Florida limited partnership and affiliate of
the general partners, to construct one restaurant property in Columbus,
Georgia. As of December 31, 2001, the Partnership had contributed
approximately $466,120 to purchase land and pay for its share of
construction costs relating to the joint venture and has agreed to
contribute additional amounts during 2002 for additional construction
costs. As of December 31, 2001, the Partnership owned a 31.25% interest
in the profits and losses of the joint venture.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
5. Investment in Joint Ventures - Continued:
----------------------------------------
Wood-Ridge Real Estate Joint Venture owns and leases five properties,
TGIF Pittsburgh Joint Venture and CNL VII, XV Columbus Joint Venture,
each own and lease one property to operators of national fast food or
family-style restaurants. The Partnership and affiliates, as
tenants-in-common in three separate tenancy-in-common arrangements,
each own and lease one property to an operator of national fast food or
family-style restaurants.
The following presents the combined, condensed financial information
for all of the Partnership's investments in joint ventures and
properties held as tenants-in-common at December 31:
2001 2000
------------- -------------
Land and buildings on operating leases, net $ 11,001,753 $ 8,336,028
Net investment in direct financing lease 793,308 805,673
Cash 115,891 107,284
Receivables 25,675 6,531
Other assets 15,426 17,451
Accrued rental income 341,059 251,902
Liabilities 184,716 44,218
Partners' capital 12,108,396 9,480,651
Revenues 1,227,630 984,548
Lease termination income 200,000 --
Loss on sale of assets (84,473) --
Net income 1,138,829 815,718
The Partnership recognized income totaling $435,249, $296,929, and
$259,508, for the years ended December 31, 2001, 2000, and 1999,
respectively, from these entities.
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, generally, distributions of net cash flow were made 99% to the
limited partners and one percent to the general partners; provided,
however, that the one percent of net cash flow to be distributed to the
general partners was subordinated to
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
6. Allocations and Distributions - Continued:
-----------------------------------------
receipt by the limited partners of an aggregate, 8%, cumulative,
noncompounded annual return on their invested capital contributions
(the "Limited Partners' 8% 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' 8%
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 5% 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 5% 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 obligation 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 5% to the general partners.
Effective January 1, 2000, the general partners waived their right to
receive future distributions from the Partnership, including both
distributions of operating cash flow and distributions of liquidation
proceeds, to the extent that the cumulative amount of such
distributions would exceed the balance in the general partners' capital
account as of December 31, 1999. Accordingly, for years commencing
January 1, 2000 and after, the Partnership's net income will be
allocated entirely among the limited partners. However, if losses are
allocated to the general partners in a year, an amount of income equal
to the sum of such losses may be allocated to the general partners 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, 2001 and 2000.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
6. Allocations and Distributions - Continued:
-----------------------------------------
The Partnership declared distributions to the limited partners of
$3,200,000, during each of the years ended December 31, 2001, 2000 and
1999. 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:
2001 2000 1999
---------------- ---------------- -------------
Net income for financial reporting purposes 2,640,201 $ 2,624,415 $2,769,975
Depreciation for tax reporting purposes in
excess of depreciation for financial
reporting purposes (52,017) (60,009) (106,014)
Direct financing leases recorded as operating
leases for tax reporting purposes 87,580 78,031 84,868
Provision for write-down of assets 512,523 446,975 258,995
Equity in earning of joint ventures for tax
reporting purposes in excess of (less than)
equity in earnings of joint ventures for
financial reporting purposes 31,391 34,119 (49,720)
Accrued rental income (177,910) (148,079) (296,824)
Rents paid in advance (14,461) 108,533 (42,427)
Capitalization (deduction) of transaction costs
for tax reporting purposes -- (218,818) 195,622
Allowance for doubtful accounts 153,720 24,796 12,236
Gain/Loss on sale of assets for financial
reporting purposes in excess of gain/loss
on sale of assets for tax reporting purposes (601,834) (109,474) 20,160
Other 1,046 1,327 835
---------------- ---------------- -------------
Net income for federal income tax purposes $ 2,580,239 $ 2,781,816 $2,847,706
================ ================ =============
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
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 (the "Advisor") is a wholly owned subsidiary of
CNL American Properties Fund, Inc. ("APF"). CNL Fund Advisors, Inc. a
majority owned subsidiary of CNL Financial Group, Inc. until it merged
with and into APF effective September 1, 1999, served as the
Partnership's advisor until it assigned its rights and obligations
under a management agreement with the Partnership to the Advisor
effective July 1, 2000. The individual general partners are
stockholders and directors of APF.
The Advisor provides certain services relating to management of the
Partnership and its properties pursuant to a management agreement with
the Partnership. In connection therewith, the Partnership agreed to pay
the Advisor a management fee 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.
The management fee, which will not exceed fees which are competitive
for similar 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
the Advisor. 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 Advisor shall determine. The Partnership
incurred management fees of $33,498, $35,870, and $33,430 for the years
ended December 31, 2001, 2000, and 1999, 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 3% 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 receipt by the limited partners of their aggregate
Limited Partners' 8% Return plus their invested capital contributions.
No deferred, subordinated real estate disposition fees have been
incurred since inception.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
8. Related Party Transactions - Continued:
--------------------------------------
During the years ended December 31, 2001, 2000, and 1999, the
Partnership's advisor and its affiliates of the general partners
provided accounting and administrative services to the Partnership on a
day-to-day basis including services during 2000 and 1999 relating to
the proposed and terminated merger. The Partnership incurred $233,022,
$102,104, and $126,857, for the years ended December 31, 2001, 2000,
and 1999, respectively, for such services.
In April 2001, the Partnership and CNL Income Fund XIII, Ltd., as
tenants-in-common, acquired an interest in a Golden Corral property
from CNL BB Corp., an affiliate of the general partners, for a purchase
price of approximately $2,152,000 (see Note 5). CNL Income Fund XIII,
Ltd., is a Florida limited partnership and an affiliate of the general
partners. CNL BB Corp. had purchased and temporarily held title to this
property in order to facilitate the acquisition of the property by the
Partnership and CNL Income Fund XIII, Ltd., as tenants-in-common. The
purchase price paid by the Partnership and CNL Income Fund XIII, Ltd.,
as tenants-in-common, represents the costs incurred by CNL BB Corp. to
acquire and carry the property, including closing costs.
In December 2001, the Partnership acquired a property located in
Houston, Texas from CNL Funding 2001-A, LP, for a purchase price of
approximately $1,445,200 (see Note 3). CNL Funding 2001-A, LP is a
Delaware limited partnership and an affiliate of the general partners.
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, including closing costs.
The amount due to related parties at December 31, 2001, 2000, and 1999,
totaled $20,970, $21,224, and $60,991, respectively.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
9. Concentration of Credit Risk:
----------------------------
The following schedule presents total rental and earned income from
individual lessees, each representing more than 10% of the
Partnership's total rental and earned income (including the
Partnership's share of total rental and earned income from joint
ventures and the properties held as tenants-in-common with affiliates
of the general partners) for each of the years ended December 31:
2001 2000 1999
---------- ---------- ----------
Checkers Drive-In Restaurants, Inc. $ 717,759 $ 716,761 $ 717,964
Golden Corral Corporation 637,725 584,897 598,199
Flagstar Enterprises, Inc. 533,063 536,076 538,930
Jack in the Box Inc. (formerly
Foodmaker, Inc.) N/A 417,426 417,559
In addition, the following schedule presents total rental and earned
income from individual restaurant chains, each representing more than
10% of the Partnership's total rental and earned income (including the
Partnership's share of total rental and earned income from joint
ventures and the properties held as tenants-in-common with affiliates
of the general partners) for each of the years ended December 31:
2001 2000 1999
------------ ---------- ---------
Checkers Drive-In Restaurants $ 717,758 $ 716,761 $ 717,964
Golden Corral Family Steakhouse
Restaurants 637,725 584,897 598,199
Hardee's 533,063 536,076 538,930
Long John Silver's 396,422 392,709 407,021
Jack in the Box N/A 417,426 417,559
Although the Partnership's properties are geographically diverse
throughout the United States and the Partnership's lessees operate a
variety of restaurant concepts, default by any lessee or restaurant
chain contributing more than ten percent of the Partnership's revenues
could significantly impact the results of operations of the Partnership
if the Partnership is not able to re-lease the properties in a timely
manner.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
9. Concentration of Credit Risk - Continued:
----------------------------------------
The information denoted by N/A indicates that for each period
presented, the tenant or restaurant chain did not represent more than
10% of the Partnership's total rental and earned income.
In January 2000, the Partnership sold a property, the lease of which
had been rejected as a result of Long John Silver's, Inc. filing for
bankruptcy in 1998. The Partnership will not recognize any rental and
earned income from the remaining vacant Property until a new tenant is
located or until the Property is sold and the proceeds from such sale
are reinvested in an additional Property. The lost revenues resulting
from the remaining rejected lease, as described above, could have an
adverse affect on the results of operations of the Partnership if the
Partnership is not able to re-lease this property in a timely manner.
In August 1999, Long John Silver's, Inc. assumed and affirmed its
remaining leases.
10. Selected Quarterly Financial Data:
---------------------------------
The following table presents selected unaudited quarterly financial
data for each full quarter during they years ended December 31, 2001
and 2000:
2001 Quarter First Second Third Fourth Year
--------------------------- ------------- ------------- ------------- ------------- ---------------
Revenues (1)(2) $888,763 $934,437 $863,845 $ 885,290 $3,572,335
Net income 269,669 956,326 500,006 914,200 2,640,201
Net income per limited
partner unit
0.07 0.24 0.13 0.22 0.66
2000 Quarter First Second Third Fourth Year
--------------------------- ------------- ------------- ------------- ------------- ---------------
Revenues (1)(2) $907,407 $900,002 $922,769 $ 975,920 $3,706,098
Net income 670,430 657,198 756,659 540,128 2,624,415
Net income per limited
partner unit
0.17 0.16 0.19 0.14 0.66
(1) Revenues include equity in earnings of joint ventures.
(2) Revenues have been adjusted to reclassify any reversals of
accrued rental income to provisions for write-down of assets.
This reclassification had no effect on total net income.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 2001, 2000, and 1999
11. Subsequent Event:
----------------
On February 14, 2002, the Partnership sold its property in Redlands,
California for approximately $1,337,900 and received net sales proceeds
of approximately $1,300,400 resulting in a gain of approximately
$302,400 which will be recognized in the first quarter of 2002.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
PART III
Item 10. Directors and Executive Officers of the Registrant
The General Partners of the Registrant are James M. Seneff, Jr., Robert
A. Bourne and CNL Realty Corporation, a Florida corporation. The General
Partners manage and control the Partnership's affairs and have general
responsibility and the ultimate authority in all matters affecting the
Partnership's business. The Partnership has available to it the services,
personnel and experience of CNL Fund Advisors, Inc., CNL Financial Group, Inc.
and their affiliates, all of which are affiliates of the General Partners.
James M. Seneff, Jr., age 55. 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 American Properties Fund,
Inc. ("APF"), a public, unlisted real estate investment trust, since 1994. Mr.
Seneff served as Chief Executive Officer of APF from 1994 through August 1999,
and has served as Co-Chief Executive Officer of APF since December 2000. Mr.
Seneff served as Chairman of the Board and Chief Executive Officer of CNL Fund
Advisors, Inc., formerly the Partnership's advisor, until it merged with a
wholly-owned subsidiary of APF in September 1999, and in June 2000, was
re-elected to those positions of CNL Fund Advisors, Inc. Mr. Seneff is a
principal stockholder of CNL Holdings, Inc., the parent company of CNL Financial
Group, Inc., a diversified real estate company, and has served as a Director,
Chairman of the Board and Chief Executive Officer of CNL Financial Group, Inc.
since its formation in 1980. CNL Financial Group, Inc. is the parent company,
either directly or indirectly through subsidiaries, of CNL Real Estate Services,
Inc., CNL Capital Markets, Inc., CNL Investment Company and CNL Securities Corp.
Mr. Seneff also serves as a Director, Chairman of the Board and Chief Executive
Officer of CNL Hospitality Properties, Inc., a public, unlisted real estate
investment trust, as well as, CNL Hospitality Corp., its advisor. In addition,
he serves as a Director, Chairman of the Board and Chief Executive Officer of
CNL Retirement Properties, Inc., a public, unlisted real estate investment trust
and its advisor, CNL Retirement Corp. Since 1992, Mr. Seneff has also served as
a Director, Chairman of the Board and Chief Executive Officer of Commercial Net
Lease Realty, Inc., a public real estate investment trust that is listed on the
New York Stock Exchange. Mr. Seneff has also served as a Director, Chairman of
the Board and Chief Executive Officer of CNL Securities Corp. since 1979; CNL
Investment Company since 1990; and CNL Institutional Advisors, Inc., a
registered investment advisor for pension plans, since 1990. Mr. Seneff formerly
served as a Director of First Union National Bank of Florida, N.A., and
currently serves as the Chairman of the Board of CNL Bank. Mr. Seneff previously
served on the Florida State Commission on Ethics and is a former member and past
Chairman of the State of Florida Investment Advisory Council, which recommends
to the Florida Board of Administration investments for various Florida employee
retirement funds. The Florida Board of Administration, Florida's principal
investment advisory and money management agency, oversees the investment of more
than $60 billion of retirement funds. Mr. Seneff received his degree in Business
Administration from Florida State University in 1968.
Robert A. Bourne, age 54. Mr. Bourne has participated as a general
partner or co-venturer in over 100 real estate ventures involved in the
financing, acquisition, construction, and leasing of restaurants, office
buildings, apartment complexes, hotels, and other real estate. Mr. Bourne is
Director of the Board of Directors of APF. Mr. Bourne served as President of APF
from 1994 through February 1999. He also served as Treasurer from February 1999
through August 1999 and from May 1994 through December 1994. He also served in
various executive positions with CNL Fund Advisors, Inc. prior to its merger
with a wholly-owned subsidiary of APF including, President from 1994 through
September 1997, and Director from 1994 through August 1999. Mr. Bourne serves as
President and Treasurer of CNL Financial Group, Inc.; Director, Vice Chairman of
the Board, President and Treasurer of CNL Hospitality Properties, Inc., a
public, unlisted real estate investment trust; as well as, Director, Vice
Chairman of the Board, President and Treasurer of CNL Hospitality Corp., its
advisor. In addition, Mr. Bourne serves as Director, Vice Chairman of the Board,
President and Treasurer of CNL Retirement Properties, Inc., a public, unlisted
real estate investment trust; as well as, a Director, Vice Chairman of the
Board, President and Treasurer of its advisor, CNL Retirement Corp. Mr. Bourne
also serves as a Director of CNL Bank. He has served as a Director since 1992,
Vice Chairman of the Board since February 1996, Secretary and Treasurer from
February 1996 through 1997, and President from July 1992 through February 1996,
of Commercial Net Lease Realty, Inc., a public real estate investment trust
listed on the New York Stock Exchange. Mr. Bourne also serves as Director,
President and Treasurer for various affiliates of CNL Financial Group, Inc.
including, CNL Investment Company, CNL Securities Corp. and CNL Institutional
Advisors, Inc., a registered investment advisor for pension plans. Mr. Bourne
began his career as a certified public accountant employed by Coopers & Lybrand,
Certified Public Accountants, from 1971 through 1978, where he attained the
position of Tax Manager in 1975. Mr. Bourne graduated from Florida State
University in 1970 where he received a B.A. in Accounting, with honors.
Curtis B. McWilliams, age 46. Mr. McWilliams has served as Co-Chief
Executive Officer of APF since December 2000 and previously served as Chief
Executive Officer from September 1999 through December 2000. Prior to the
acquisition of CNL Fund Advisors, Inc., Mr. McWilliams served as President of
APF from February 1999 until September 1999. From February 1998 to February
1999, he served as Executive Vice President of APF. Mr. McWilliams joined CNL
Financial Group, Inc. in April 1997 and served as an Executive Vice President
from October 1997 until September 1999. In addition, Mr. McWilliams served as
President of CNL Fund Advisors, Inc. and CNL Financial Services, Inc. from April
1997 until the acquisition of such entities by wholly-owned subsidiaries of APF
in September 1999. From September 1983 through March 1997, Mr. McWilliams was
employed by Merrill Lynch & Co. The majority of his career at Merrill Lynch &
Co. was in the Investment Banking division where he served as a Managing
Director. Mr. McWilliams received a B.S.E. in Chemical Engineering from
Princeton University in 1977 and a Master of Business Administration degree with
a concentration in finance from the University of Chicago in 1983.
Steven D. Shackelford, age 38. Mr. Shackelford was promoted to
Executive Vice President of APF in June 2000. He served as Senior Vice President
from September 1999 until his promotion in June 2000. Mr. Shackelford has served
as Chief Financial Officer since January 1997 and has served as Secretary and
Treasurer of APF since September 1999. He also served as Chief Financial Officer
of CNL Fund Advisors, Inc. from September 1996 to September 1999. From March
1995 to July 1996, Mr. Shackelford was a senior manager in the national office
of Price Waterhouse LLP where he was responsible for advising foreign clients
seeking to raise capital and a public listing in the United States. From August
1992 to March 1995, he was a manager in the Paris, France office of Price
Waterhouse, serving several multi-national clients. Mr. Shackelford was an audit
staff and senior from 1986 to 1992 in the Orlando, Florida office of Price
Waterhouse. Mr. Shackelford received a Bachelor of Arts degree in Accounting,
with honors, and a Master of Business Administration degree from Florida State
University and is a certified public accountant.
Item 11. Executive Compensation
Other than as described in Item 13, the Partnership has not paid and
does not intend to pay any executive compensation to the General Partners or any
of their affiliates. There are no compensatory plans or arrangements regarding
termination of employment or change of control.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 15, 2002, no person was known to the Registrant to be a
beneficial owner of more than 5% of the Units.
The following table sets forth, as of March 15, 2002, 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.
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, 2001, 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, 2001
--------------------------------- -------------------------------------- -------------------------------
Reimbursement to affiliates for Operating expenses are reimbursed at Accounting and
operating expenses the lower of cost or 90% of the administra-tive services:
prevailing rate at which comparable $233,022
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 $33,498
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. 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, 2001
--------------------------------- -------------------------------------- -------------------------------
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) 3% 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 5% of Partnershi distributions of
Partnership net sales such net sales proceeds, subordinated
proceeds from a sale or sales to certain minimum returns to the
not in liquidation of the Limited Partners.
Partnership
Amount Incurred
Type of Compensation For the Year
And Recipient Method of Computation Ended December 31, 2001
--------------------------------- -------------------------------------- -------------------------------
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.
The Partnership, with CNL Income Fund XIII, Ltd., an affiliate of the General
Partners, acquired an interest in a Golden Corral Property from CNL BB Corp., an
affiliate of the General Partners, for a purchase price of $2,152,000. CNL BB
Corp. had purchased and temporarily held title to this Property in order to
facilitate the acquisition of the Property by the Partnership. The purchase
price paid by the Partnership represents the costs incurred by CNL BB Corp. to
acquire and carry the Property, including closing costs.
The Partnership, acquired a Jack in the Box Property from CNL Funding 2001-A,
LP, an affiliate of the General Partners, for a purchase price of $1,445,200.
CNL Funding 2001-A, LP had purchased and temporarily held title to this Property
in order to facilitate the acquisition of the Property by the Partnership. The
purchase price paid by the Partnership represents the costs incurred by CNL
Funding 2001-A, LP to acquire and carry the Property, including closing costs.
PART IV
Item 14. 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, 2001 and 2000
Statements of Income for the years ended December 31, 2001,
2000, and 1999
Statements of Partners' Capital for the years ended December
31, 2001, 2000, and 1999
Statements of Cash Flows for the years ended December 31,
2001, 2000, and 1999
Notes to Financial Statements
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts for the years
ended December 31, 2001, 2000 and 1999.
Schedule III - Real Estate and Accumulated Depreciation at
December 31, 2001
Notes to Schedule III - Real Estate and Accumulated
Depreciation at December 31, 2001
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 XV, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund XV, Ltd. (Included as Exhibit 3.1 to
Registration Statement No. 33-69968 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund XV, Ltd. (Included as Exhibit 4.2 to Form
10-K filed with the Securities and Exchange Commission on
March 30,1995, incorporated herein by reference.)
10.1 Management Agreement between CNL Income Fund XV, Ltd. and
CNL Investment Company (Included as Exhibit 10.1 to Form
10-K filed with the Securities and Exchange Commission on
March 30, 1995, 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 for Form 10-Q filed with the Securities and
Exchange Commission on August 7, 2001 and incorporated
herein be reference.)
(b) The Registrant filed no reports on Form 8-K during the period October 1,
2001 through December 31, 2001.
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 20th day of
March, 2002.
CNL INCOME FUND XV, 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 20, 2002
------------------------------------ (Principal Financial and Accounting
Robert A. Bourne Officer)
/s/ James M. Seneff, Jr. Chief Executive Officer and Director March 20, 2002
------------------------------------ (Principal Executive Officer)
James M. Seneff, Jr.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2001, 2000, and 1999
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
- ---------- ----------------- -------------- --------------- ---------------- ------------- ------------ ------------
1999 Allowance for
doubtful
accounts (a) $ 849 $ -- $ 13,085 (b) $ -- (c) $ 849 $ 13,085
============== =============== ================ ============= ============ ============
2000 Allowance for
doubtful
accounts (a) $ 13,085 $ -- $ 97,872 (b) $ -- (c) $ 47,450 $ 63,507
============== =============== ================ ============= ============ ============
2001 Allowance for
doubtful
accounts (a) $ 63,507 $ 46,935 $ 109,684 (b) $ 1,519 (c) $ -- $ 218,607
============== =============== ================ ============= ============ ============
(a) deducted from receivables and accrued rental income on the balance sheet.
(b) reduction of rental and other income.
(c) amounts written off as uncollectible.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001
Costs Capitalized
Subsequent To
Initial Cost Acquisition
-------------------------- ---------------------
Encum- Buildings and Improve- Carrying
brances Land Improvements ments Costs
---------- ------------ ------------ ------------ -------
Properties the Partnership
has Invested in Under
Operating Leases:
Bennigan's Restaurant:
Mentor, Ohio (i) - $520,556 $1,135,584 $749,500 -
Checkers Drive-In Restaurants:
Englewood, Florida - 339,499 - - -
Marietta, Georgia - 432,547 - - -
Norcross, Virginia - 405,256 - - -
Philadelphia, Pennsylvania - 417,014 - - -
St. Petersburg, Florida - 557,206 - - -
Stratford, New Jersey - 309,370 - - -
Lake Mary, Florida - 614,471 - - -
Philadelphia, Pennsylvania - 599,586 - - -
Winter Garden, Florida - 353,799 - - -
Chamblee, Georgia - 427,829 - - -
Largo, Florida - 407,211 - - -
Seminole, Florida - 423,116 - - -
Orlando, Florida - 604,920 - - -
Bradenton, Florida - 215,478 - - -
Denny's Restaurant:
Huntsville, Texas - 349,266 - - -
Golden Corral Family
Steakhouse Restaurants:
Aberdeen, North Caroli-a 406,989 - 849,648 -
Norman, Oklahoma - 763,892 - 939,205 -
Augusta, Georgia - 766,891 - 1,124,687 -
Hardee's Restaurants:
Olive Branch, Mississippi - 209,243 - - -
Columbia, South Carolina - 230,268 497,047 - -
Pawleys Island, South Carol-na 307,911 593,997 - -
Cookeville, Tennessee - 216,335 - - -
Niceville, Florida - 310,511 480,398 - -
Jack in the Box Restaurants:
Redlands, California - 494,336 566,016 - -
Port Arthur, Texas - 426,378 646,811 - -
Japan Express Restaurant:
Lancaster, South Carolina (-) 221,251 - - -
Long John Silver's Restaurants:
Medina, Ohio (h) - 445,614 - 399,975 -
Lexington, Kentucky (j) - 346,854 303,425 - -
Jackson, Tennessee - 254,023 - - -
Albuquerque, New Mexico - 210,008 311,622 - -
Irving, Texas - 454,448 - - -
Neosho, Missouri - 171,859 - - -
Taco Cabana Restaurant:
Houston, Texas - 735,323 709,885
Wendy's Old Fashioned
Hamburgers Restaurants:
Arlington, Virginia - 592,917 678,893 - -
------------ ------------ ------------ -------
$14,542,175 $5,923,678 $4,063,015 -
============ ============ ============ =======
Properties of Joint Venture in
Which the Partnership has a 50%
Interest and has Invested in
Under an Operating Lease:
Boston Market Restaurants:
Matthews, North Caroli-a 409,942 737,391 - -
Raleigh, North Carolin- 518,507 542,919 - -
Taco Bell Restaurant:
Anniston, Alabama - 173,396 329,201 - -
Other Restaurants:
Murfeesboro, Tennessee- 398,313 - - -
Blaine, Minnesota - 253,934 531,509 - -
------------ ------------ ------------ -------
$1,754,092 $2,141,020 - -
============ ============ ============ =======
Property of Joint Venture
in Which the Partnership
has a 23.62% Interest
and has Invested in
Under an Operating Lease:
TGI Friday's Restaurant:
Homestead, Pennsylvani- $1,036,297 $1,499,296 - -
============ ============ ============ =======
Property in Which the Partnership
has a 16% Interest as Tenants-
in-Common and has Invested in
Under an Operating Lease:
Golden Corral Family
Steakhouse Restaurant:
Clinton, North Ca-olina $138,382 $676,588 - -
============ ============ ============ =======
Property in Which the Partnership
has a 15% Interest as Tenants-
in-Common and has Invested in
Under an Operating Lease:
Bennigan's Restaurant:
Ft. Myers, Florida - $638,026 - - -
============ ============ ============ =======
Property in Which the Partnership
has a 59% Interest as Tenants-
in-Common and has Invested in
Under an Operating Lease:
Golden Corral Family
Steakhouse Restaurant:
Blue Springs, Missouri $786,973 $1,364,990 - -
============ ============ ============ =======
Property of Joint Venture in Which
the Partnership has a 31.25%
Interest and has Invested in
Under an Operating Lease:
Sonny'siBar-B-QeRestaurant:
Columbus, Georgia - $392,880 $1,194,307 - -
============ ============ ============ =======
Properties the Partnership has
Invested in Under Direct
Financing Leases:
Denny's Restaurants:
Huntsville, Texas - - - $590,147 -
Bartlesville, Oklahoma- 199,747 789,589 - -
Hardee's Restaurants:
Chester, South Carolin- 140,016 587,718 - -
Cookeville, Tennessee - - 574,511 - -
Olive Branch, Mississi-pi - 510,712 - -
Piney Flats, Tennessee- 141,724 504,827 - -
Japan Express Restaurant:
Lancaster, South Carol-na (k) - 170,415 - -
Long John Silver's Restaurants:
Jackson, Tennessee - - 459,725 - -
Neosho, Missouri - - - 403,331 -
Irving, Texas - - - 414,009 -
------------ ------------ ------------ -------
$481,487 $3,597,497 $1,407,487 -
============ ============ ============ =======
Property in Which the Partnership has a
15% Interest as Tenants-in-Common
and has Invested in Under
Direct Financing Lease:
Bennigan's Restaurant:
Ft. Myers, Florida - - $831,741 - -
============ ============ ============ =======
Net Cost Basis at Which Life on Which
Carried at Close of Period (c) Depreciation In
- ----------------------------------------- Date Latest Income
Buildings and Accumulated of Con- Date Statement is
Land Improvements Total Depreciation structioAcquired Computed
- ------------- ------------ ------------ ----------- ------ -------- -------------
$520,556 $1,885,084 $2,405,640 $142,289 1995 10/94 (i)
339,499 - 339,499 (d) - 05/94 (d)
432,547 - 432,547 (d) - 05/94 (d)
405,256 - 405,256 (d) - 05/94 (d)
417,014 - 417,014 (d) - 05/94 (d)
557,206 - 557,206 (d) - 05/94 (d)
309,370 - 309,370 (d) - 05/94 (d)
614,471 - 614,471 (d) - 07/94 (d)
599,586 - 599,586 (d) - 08/94 (d)
353,799 - 353,799 (d) - 08/94 (d)
427,829 - 427,829 (d) - 12/94 (d)
407,211 - 407,211 (d) - 12/94 (d)
423,116 - 423,116 (d) - 12/94 (d)
604,920 - 604,920 (d) - 03/95 (d)
215,478 - 215,478 (d) - 03/95 (d)
349,266 (e) 349,266 (f) 1994 05/94 (f)
406,989 849,648 1,256,637 205,409 1994 06/94 (b)
763,892 939,205 1,703,097 220,606 1994 08/94 (b)
766,891 1,124,687 1,891,578 262,735 1994 09/94 (b)
209,243 (e) 209,243 (f) 1994 04/94 (f)
230,268 497,047 727,315 128,029 1993 04/94 (b)
307,911 593,997 901,908 151,917 1992 04/94 (b)
216,335 (e) 216,335 (f) 1992 04/94 (f)
310,511 480,398 790,909 122,907 1993 04/94 (b)
494,336 566,016 1,060,352 140,095 1988 07/94 (b)
426,378 646,811 1,073,189 156,372 1994 09/94 (b)
112,840 (e) 112,840 (f) 1994 07/94 (f)
248,378 202,738 451,116 43,443 1994 06/94 (h)
346,854 303,425 650,279 27,429 1994 06/94 (j)
254,023 (e) 254,023 (f) 1994 06/94 (f)
210,008 311,622 521,630 68,429 1976 05/95 (b)
454,448 (e) 454,448 (f) 1995 07/94 (f)
171,859 (e) 171,859 (f) 1994 07/94 (f)
735,323 709,885 1,445,208 1,973 1998 12/01 (b)
592,917 678,893 1,271,810 159,400 1994 12/94 (b)
- ------------- ------------ ------------ -----------
$14,236,528 $9,789,456 $24,025,984 $1,831,033
============= ============ ============ ===========
409,942 737,391 1,147,333 128,544 1994 10/96 (b)
518,507 542,919 1,061,426 94,643 1994 10/96 (b)
173,396 329,201 502,597 54,613 1993 01/97 (b)
398,313 - 398,313 (d) - 10/96 (d)
253,934 531,509 785,443 92,653 1996 10/96 (b)
- ------------- ------------ ------------ -----------
$1,754,092 $2,141,020 $3,895,112 $370,453
============= ============ ============ ===========
$1,036,297 $1,499,296 $2,535,593 $79,269 2000 06/00 (b)
============= ============ ============ ===========
$138,382 $676,588 $814,970 $133,933 1996 01/96 (b)
============= ============ ============ ===========
$638,026 (e) $638,026 (f) 1982 06/98 (f)
============= ============ ============
$786,973 $1,364,990 $2,151,963 $34,125 2000 04/01 (b)
============= ============ ============ ===========
$392,880 $1,194,307 $1,587,187 $3,318 2001 08/01 (b)
============= ============ ============ ===========
- (e) (e) (f) 1994 05/94 (f)
(e) (e) (e) (g) 1983 08/95 (g)
(e) (e) (e) (g) 1994 04/94 (g)
- (e) (e) (f) 1992 04/94 (f)
- (e) (e) (f) 1994 04/94 (f)
(e) (e) (e) (g) 1993 04/94 (g)
- (e) (e) (f) 1994 07/94 (f)
- (e) (e) (f) 1994 06/94 (f)
- (e) (e) (f) 1994 07/94 (f)
- (e) (e) (f) 1995 07/94 (f)
- (e) (e) (f) 1982 06/98 (f)
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 2001
(a) Transactions in real estate and accumulated depreciation during 2001,
2000 and 1999 are summarized as follows:
Accumulated
Cost Depreciation
------------------- --------------------
Properties the Partnership has Invested
in Under Operating Leases:
Balance, December 31, 1998 $ 24,422,087 $ 1,080,652
Dispositions (663,012 ) (33,124 )
Reclassified from net investment
in direct financing lease 1,439,009 --
Reclassified to net investment in
direct financing lease (349,163 ) --
Provision for write-down of assets (239,594 ) --
Depreciation expense -- 298,123
------------------- --------------------
Balance, December 31, 1999 24,609,327 1,345,651
Acquisition 749,500 --
Dispositions (586,028 ) (23,899 )
Provision for write-down of assets (394,474 ) --
Depreciation expense -- 337,382
------------------- --------------------
Balance, December 31, 2000 24,378,325 1,659,134
Acquisitions 1,445,207 --
Dispositions (1,797,548 ) (155,527 )
Depreciation expense -- 327,426
------------------- --------------------
Balance, December 31, 2001 $ 24,025,984 $ 1,831,033
=================== ====================
Properties of Joint Venture in Which
the Partnership has a 50% Interest
and has Invested in Under Operating
Leases:
Balance, December 31, 1997 $ 4,883,784 $ 207,269
Depreciation expense -- 94,202
------------------- --------------------
Balance, December 31, 1998 4,883,784 301,471
Depreciation expense -- 94,202
------------------- --------------------
Balance, December 31, 1999 4,883,784 395,673
Dispositions (988,672 ) (104,199 )
Depreciation expense -- 78,979
------------------- --------------------
Balance, December 31, 2000 $ 3,895,112 $ 370,453
=================== ====================
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
December 31, 2001
Accumulated
Cost Depreciation
------------------- -------------------
Property of Joint Venture in Which the Partnership has a 23.62%
Interest and has Invested in Under an Operating Lease:
Balance, December 31, 1999 $ -- $ --
Acquisition 2,535,593 --
Depreciation expense -- 29,292
------------------- -------------------
Balance, December 31, 2000 2,535,593 29,292
Depreciation expense -- 49,977
------------------- -------------------
Balance, December 31, 2001 $ 2,535,593 $ 79,269
=================== ===================
Property Which the Partnership has a 16% Interest as
Tenants-In-Common and has Invested in Under an Operating
Lease:
Balance, December 31, 1998 $ 814,970 $ 66,274
Depreciation expense -- 22,553
------------------- -------------------
Balance, December 31, 1999 814,970 88,827
Depreciation expense -- 22,553
------------------- -------------------
Balance, December 31, 2000 814,970 111,380
Depreciation expense -- 22,553
------------------- -------------------
Balance, December 31, 2001 $ 814,970 $ 133,933
=================== ===================
Property in Which the Partnership has a 15% Interest as
Tenants-In-Common and has Invested in Under an Operating
Lease:
Balance, December 31, 1998 $ 638,026 $ --
Depreciation expense (f) -- --
------------------- -------------------
Balance, December 31, 1999 638,026 --
Depreciation expense (f) -- --
------------------- -------------------
Balance, December 31, 2000 638,026 --
Depreciation expense (f) -- --
------------------- -------------------
Balance, December 31, 2001 $ 638,026 $ --
=================== ===================
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
December 31, 2001
Accumulated
Cost Depreciation
------------------- -------------------
Property Which the Partnership has a 59% Interest as
Tenants-In-Common and has Invested in Under an Operating
Lease:
Balance, December 31, 2000 $ -- $ --
Acquisition 2,151,963 --
Depreciation expense -- 34,125
------------------- -------------------
Balance, December 31, 2001 $ 2,151,963 $ 34,125
=================== ===================
Property of Joint Venture in which the Partnership has a 31.25%
Interest and has Invested in Under an Operating Lease:
Balance, December 31, 2000 $ -- $ --
Acquisition 1,587,187 --
Depreciation expense -- 3,318
------------------- -------------------
Balance, December 31, 2001 $ 1,587,187 $ 3,318
=================== ===================
(b) Depreciation expense is computed for buildings and improvements based
upon estimated lives of 30 years.
(c) As of December 31, 2001, the aggregate cost of the Properties owned by
the Partnership and joint ventures for federal income tax purposes was
$45,122,373 and $12,142,818, respectively. All of the leases are
treated as operating leases for federal income tax purposes.
(d) The building portion of this Property is owned by the tenant;
therefore, depreciation is not applicable.
(e) Certain components of the lease relating to land and building have been
recorded as a direct financing lease. Accordingly, costs relating to
these components of this lease are not shown.
(f) The 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.
(g) 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.
CNL INCOME FUND XV, LTD.
(A Florida Limited Partnership)
NOTES TO SCHEDUE III - REAL ESTATE AND ACCUMULATED DEPRECIATION - CONTINUED
December 31, 2001
(h) Effective June 11, 1998, the lease for this Property was terminated,
resulting in the reclassification of the building portion of the lease
to an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 26
years. The undepreciated cost of the Property in Medina, Ohio was
written down to its estimated net realizable value due to an impairment
in value. The Partnership recognized the impairments by recording a
provision for write-down of assets in the amount of $394,474 in 2000.
The impairment at December 31, 2000 represented the difference between
the Property's carrying value and the estimated net realizable value of
the Property at December 31, 2000. The cost of the Property presented
on this schedule is the net amount at which the Property was carried at
December 31, 2001, including the provision for write-down of assets.
(i) Effective December 9, 1999, the lease for this property was terminated
resulting in the reclassification of the building portion of the lease
to an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 25
years.
(j) Effective October 1, 1999, the lease for this property was amended,
resulting in the reclassification of the building portion of the lease
to an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 25
years.
(k) Effective June 11, 1998, the lease for this Property was terminated,
resulting in the reclassification of the building portion of the lease
to an operating lease. The building was recorded at net book value and
depreciated over its remaining estimated life of approximately 26
years. The undepreciated cost of the Property in Lancaster, South
Carolina was written down to its estimated net realizable value due to
an impairment in value. The Partnership recognized the impairment
during 1998, by recording a provision for write-down of assets in the
amount of $108,410 and $167,526, respectively. The impairment
represented the difference between the Property's carrying value and
the estimated net realizable value of the Property at December 31,
1998. In May 1999, the Partnership re-leased the Property to a new
tenant. In connection, the building portion of the lease was
reclassified from an operating lease to a net investment in direct
financing lease, based on the net carrying value of the building.