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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, 1999
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 001-15581
CNL AMERICAN PROPERTIES FUND, INC.
(Exact name of registrant as specified in its charter)
Florida 59-3239115
(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:
Common Stock, $0.01 par value per share
(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 has made three offerings of Shares of common stock
(the "Shares") on Form S-11 under the Securities Act of 1933, as amended. The
number of Shares held by non-affiliates as of March 19, 2000 was 37,335,919.
Since no established market for such Shares exists, there is no market value for
such Shares. Each Share was originally sold at $20 per Share.
The number of Shares of common stock outstanding as of March 29, 2000
was 43,495,919.
DOCUMENTS INCORPORATED BY REFERENCE:
Registrant incorporates by reference portions of the CNL American
Properties Fund, Inc. Definitive Proxy Statement for the 2000 Annual Meeting of
Stockholders (Items 10, 11, 12 and 13 of Part III) to be filed no later than
April 29, 2000.
PART I
Item 1. Business
CNL American Properties Fund, Inc. is a real estate investment trust,
or REIT. The term "Company" includes, unless the context otherwise requires, CNL
American Properties Fund, Inc. and its direct and indirect subsidiaries. These
subsidiaries include CNL APF Partners, LP, a Delaware limited partnership formed
in May 1998, and CNL APF GP Corp. and CNL APF LP Corp., the general and limited
partner, respectively, of CNL APF Partners, LP. As a result of the merger on
September 1, 1999 (see "Mergers"), subsidiaries also include CNL Fund Advisors,
Inc., CNL Financial GP Holding Corp., CNL Financial LP Holding, LP, CNL
Financial Services GP Corp. and CNL Financial Services, LP.
The Company provides a complete range of financial, development and
other real estate services to operators of national and regional restaurant
chains. The Company's ability to offer complete "turn-key," build-to-suit
development services, from site selection to construction management, together
with its ability to provide its customers with financing options, such as
triple-net leasing, mortgage loans and secured equipment financing, makes the
Company a preferred provider for all of the real estate related business needs
of operators of national and regional restaurant chains.
The Company was formed in May 1994, at which time it received initial
capital contributions of $200,000 for 10,000 Shares of common stock ("Shares").
Since inception, the Company has completed three separate public offerings of
Shares of common stock. The Company received the final proceeds of $210,736 from
its third public offering of common stock in January 1999, at which point the
Company had received aggregate subscription proceeds from its three offerings of
$747,464,420 (37,373,221 Shares), including $5,572,261 (278,613 Shares) issued
through the Company's reinvestment plan. Net proceeds to the Company from its
three offerings and the initial capital contributions, after deduction of stock
issuance costs, totaled $670,351,200, all of which have been invested in
Properties or Mortgage Loans.
On May 27, 1999, the stockholders approved a one-for-two reverse split
of common stock that was effective on June 3, 1999 with the filing of the
amended Articles of Incorporation with the Maryland Department of Assessments
and Taxation. In connection with the reverse split of common stock, the Company
elected to retire 2,545 fractional Shares ($50,891). All share and per share
amounts have been restated herein to reflect the one-for-two reverse stock
split.
As of December 31, 1999, the Company had total assets of over $1.1
billion and a portfolio consisting of investments in 661 restaurant properties.
Generally, the real estate (the "Properties") owned by the Company consist of
land and buildings subject to long-term (generally, 15 to 20 years, plus renewal
options for an additional 10 to 20 years), triple-net leases. Triple-net leases
generally provide that the tenants bear responsibility for all of the costs and
expenses associated with the ongoing maintenance and operations of the leased
restaurant properties, including utilities, property taxes, insurance and
structural repairs. The Company structures the leases of its Properties to
provide for payment of base annual rent with (i) automatic increases in base
rent and/or (ii) percentage rent based on gross sales above a certain level.
Mortgage financing (the "Mortgage Loans") involves lending money at a specified
interest rate to owners of restaurant properties and securing that loan with a
mortgage lien on the restaurant property. Management believes that the economic
effects of the Mortgage Loans are similar to those of its leases (generally with
full repayment in 15 to 20 years). Securitizing mortgages involves bundling a
group of mortgages into an investment entity, usually a trust, and selling
securities of that entity to the public.
As of March 11, 2000, the Company owned a portfolio of 672 Properties
located across the United States which are leased to operators of certain
national and regional fast food, family-style and casual dining restaurant
chains, as described below in Item 2. Properties.
Currently, the Company's primary investment objectives are to preserve,
protect, and enhance the Company's assets, while (i) providing quarterly
distributions, (ii) providing fixed income through the receipt of base rent, as
well as increase the Company's income (and distributions) and protection against
inflation through automatic increases in base rent and receipt of percentage
rent, and fixed income through the receipt of payments from Mortgage Loans and
secured equipment leases, (iii) qualifying as a REIT for federal income tax
purposes and (iv) providing stockholders of the Company with liquidity of their
investment (although liquidity cannot be assured thereby) through listing the
Shares of the Company on the New York Stock Exchange or other national exchange
or over-the-counter market ("Listing").
The Company intends, to the extent consistent with the Company's
objective of qualifying as a REIT, to reinvest in additional Properties or
Mortgage Loans any proceeds of the sale of a Property or a Mortgage Loan that
are not required to be distributed to stockholders in order to preserve the
Company's REIT status for federal income tax purposes. Similarly, and to the
extent consistent with REIT qualification, the Company plans to use the proceeds
of the sale of a Secured Equipment Lease to fund additional Secured Equipment
Leases, or to reduce its outstanding indebtedness. The Company intends to
provide stockholders of the Company with liquidity of their investment, either
in whole or in part, through Listing of the Shares of the Company. If Listing
occurs, the Company intends to reinvest in additional Properties, Mortgage Loans
and Secured Equipment Leases any net sales proceeds not required to be
distributed to stockholders in order to preserve the Company's status as a REIT.
If Listing does not occur by December 31, 2005, the Company will undertake the
orderly liquidation of the Company and the sale of the Company's assets and will
distribute any net sales proceeds to stockholders. In addition, the Company will
not sell any assets if such sale would not be consistent with the Company's
objective of qualifying as a REIT.
In deciding the precise timing and terms of Property sales, the
Company, subject to the approval of the Board of Directors, will consider
factors such as national and local market conditions, potential capital
appreciation, cash flows, and federal income tax considerations. The terms of
certain leases, however, may require the Company to sell a Property at an
earlier time if the tenant exercises its option to purchase a Property after a
specified portion of the lease term has elapsed. The Company will have no
obligation to sell all or any portion of a Property at any particular time,
except as may be required under property or joint venture purchase options
granted to certain tenants. In connection with sales of Properties by the
Company, purchase money obligations may be taken by the Company as part payment
of the sales price. The terms of payment will be affected by custom in the area
in which the Property is located and prevailing economic conditions. When a
purchase money obligation is accepted in lieu of cash upon the sale of a
Property, the Company will continue to have a mortgage on the Property and the
proceeds of the sale will be realized over a period of years rather than at
closing of the sale.
The Company does not anticipate selling the Secured Equipment Leases
prior to expiration of the lease term, except in the event that the Company
undertakes orderly liquidation of its assets.
Mergers
The Company's goal is to be a leading provider of financial,
development, advisory and other real estate services to operators of national
restaurant chains. In furtherance of this goal, on September 1, 1999, the
Company became internally advised and gained complete acquisition, development
and in-house management functions by acquiring its external advisor, CNL Fund
Advisors, Inc. (the "Advisor"), through the exchange of 100% of the outstanding
Shares of common stock of the Advisor for 3.8 million Shares ($76,000,000) of
the Company's common stock. Because prior to September 1, 1999, the Company has
had no employees since its inception, the Advisor provided these functions on
behalf of the Company and was responsible for the day-to-day operations of the
Company, including raising capital, investment analysis, acquisitions, due
diligence, asset management and accounting services. The acquisition of the
Advisor also provides the Company with restaurant development capabilities
including site selection, construction management and build-to-suit development.
In addition, to increase its financing capabilities and expand its
mortgage loan portfolio, the Company acquired CNL Financial Corporation and CNL
Financial Services, Inc. which are referred to, together, as the CNL Restaurant
Financial Services Group, at the same time that it acquired the Advisor. The CNL
Restaurant Financial Services Group makes and services mortgage loans, and
securitizes a portion of such loans, to operators of national and regional
restaurant chains comparable to the restaurant chain operators that currently
are tenants of the Company. The Company acquired CNL Restaurant Financial
Services Group through the exchange of 100% of the outstanding Shares of common
stock of these entities for 2.35 million Shares ($47,000,000) of the Company's
common stock.
Upon consummation of the mergers on September 1, 1999, all employees of
the acquired entities became employees of the Company, and any obligations for
the Company to pay fees to the Advisor (such as acquisition fees and asset
management fees) under the advisory agreement between the Company and the
Advisor terminated.
Leases
As of December 31, 1999, the Company had acquired, either directly or
indirectly through joint venture arrangements, 661 Properties, which are
generally subject to long-term, triple-net leases. Although there are variations
in the specific terms of the leases, the following is a summarized description
of the general structure of the Company's leases. The leases of the Properties
owned by the Company and the joint ventures in which the Company is a
co-venturer, generally provide for initial terms ranging from 15 to 20 years and
expire between 2005 and 2024. The leases are on a triple-net basis which means
the lessee is 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 $41,000 to $328,000. In addition, certain 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 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 or ten-year renewal options subject to the same terms and conditions
as the initial lease. Lessees of 569 of the Company's 661 Properties also have
been granted options to purchase the Property at the Property's then fair market
value after a specified portion of the lease term has elapsed. Fair market value
will be determined through an appraisal by an independent appraisal firm. The
option purchase price may equal the Company'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 Company's purchase price, if
that amount is greater than the Property's fair market value at the time the
purchase option is exercised.
The leases also generally provide that, in the event the Company wishes
to sell the Property subject to that lease, the Company first must offer the
lessee the right to purchase the Property on the same terms and conditions, and
for the same price, as any offer which the Company has received for the sale of
the Property.
In connection with the acquisition of 28 Properties acquired during
1999 that are building only, the tenant under the ground lease assigned its
leasehold interest in the premises to the Company, and in connection therewith,
the tenant, landlord under the ground lease, and Company entered into a Landlord
Estoppel and Consent Agreement pursuant to which the tenant is responsible for
all obligations under the ground lease and the Company is provided certain
rights to help protect its interest in the building in the event of a default by
the tenant under the terms of the ground lease.
During the period January 1, 2000 through March 11, 2000, the Company
acquired 11 additional Properties (seven of which are under construction). The
leases for these Properties are substantially the same as those described above.
Major Tenants
During 1999, no single lessee, borrower or restaurant chain contributed
more than ten percent of the Company's total rental, earned, investment income
and interest income relating to its Properties, Mortgage Loans, Secured
Equipment Leases and certificates. Because the Company has not completed its
investment in Properties, Mortgage Loans and Secured Equipment Leases, it is not
possible to determine which lessees, borrowers or restaurant chains will
contribute more than ten percent of the Company's rental, earned, investment
income and interest income during 2000 and subsequent years. In the event that
certain lessees, borrowers or restaurant chains contribute more than ten percent
of the Company's rental, earned, investment income and interest income in future
years, any failure of such lessees, borrowers or restaurant chains could
materially affect the Company's income. As of December 31, 1999, no single
lessee or borrower, or group of affiliated lessees or borrowers leased
Properties or was the borrower under Mortgage Loans with an aggregate carrying
value, in excess of 20 percent of total assets of the Company.
Mortgage Loans Held for Sale
The Mortgage Loans represent first mortgage loans on the land and/or
building comprising approximately $52.4 million in fixed-rate loans and
approximately $1.5 million in variable-rate loans. Variable rate construction
loans totaled approximately $9.6 million at December 31, 1999. The fixed-rate
loans carry a weighted average interest rate of 9.97%. The variable-rate loans
carry interest rates that adjust monthly based on a 30-day LIBOR plus a margin
(average interest rate was 10.5% at December 31, 1999). The Mortgage Loans are
being collected in monthly installments with maturity dates ranging from 2000 to
2019.
Secured Equipment Loans
The Company entered into several promissory notes with several
borrowers for equipment and other financing for a total of $26,470,671. The
promissory notes are collateralized by restaurant equipment. The promissory
notes bear interest at rates ranging from ten percent to 11 percent per annum
and are being collected in monthly installments with maturity dates ranging from
2000 to 2006.
Other Investments
In August 1998, the Company acquired an investment in certain franchise
loan certificates ("the 1998 Certificates") issued in connection with a mortgage
loan securitization transaction sponsored by CNL Financial Corporation, which
was an affiliate prior to its acquisition by the Company in 1999. (see
"Mergers"). In 1998, the Company classified these investments as available for
sale for accounting purposes and as of December 31, 1998 their carrying value of
$16,201,014 approximated fair value. During 1999, the Company reassessed the
classification of the 1998 Certificates and transferred the certificates from
the available for sale category to the held to maturity category.
In connection with the merger on September 1, 1999 with CNL Restaurant
Financial Services Group (see "Mergers"), the Company acquired investments in an
interest only certificate and other residual interests which are classified as
available for sale and are carried at fair market value.
In August 1999, the Company created a $500 million loan sale facility
syndicated with two third parties. This facility permits the Company to sell
loans on a regular basis to a trust at an agreed upon advance rate. The Company
retained a residual interest from loans sold as of December 31, 1999, which is
included in the accompanying consolidated balance sheet as other investments and
is classified as a trading security and carried at its estimated fair market
value.
Certain Mortgage Loans originated or purchased by the Company were
securitized in November 1999 and Franchise Loan Trust Certificates were sold to
investors. The Company retained certain subordinated investment securities,
("the 1999 Certificates"). The 1999 Certificates were recorded by allocating the
previous carrying amount of the mortgages between the assets sold and the
retained interests based on their relative fair values. Approximately $7.7
million of the 1999 Certificates are classified as available for sale and are
carried at fair market value based on estimated discounted cash flows. The
remaining balance of approximately $13.4 million of the 1999 Certificates have a
weighted average remaining term of approximately 18 years and are classified as
held to maturity.
Borrowing
Credit Facility
At December 31, 1998, the Company had a revolving $35,000,000 unsecured
line of credit with a bank which enabled the Company to receive advances to
purchase and develop Properties, to fund Mortgage Loans and to provide equipment
financing. In June 1999, the Company obtained a new unsecured revolving credit
facility in an amount up to $300,000,000 (the "Credit Facility"), which replaced
the line of credit. Interest on advances under the Credit Facility is determined
according to (i) a tiered rate structure up to a maximum rate of 200 basis
points above LIBOR (based upon the Company's overall leverage ratio) or (ii) the
lenders' prime rate plus 0.25%, whichever the Company selects at the time of
each advance. The principal balance, together with all unpaid interest, is due
in full upon termination of the facility on June 9, 2002.
Note Payable
In October 1999, the Company entered into a secured credit facility
(the "Secured Credit Facility") in the amount of $147,000,000 which will expire
in October 2002. The proceeds of the Secured Credit Facility are intended to be
used for Property acquisitions. Borrowings under the Secured Credit Facility
bear interest at the rate of commercial paper plus 56 basis points per annum.
The Secured Credit Facility is collateralized by mortgages on Properties and an
assignment of rents.
Mortgage Warehouse Facility
At December 31, 1999, the Company had a one year $300 million mortgage
warehouse facility ("Warehouse Facility"). The Warehouse Facility provides the
Company the ability to provide mortgage financing to restaurant franchisees and
periodically securitize the loans through the securitization market. The
facility bears interest at a rate of LIBOR plus 95 basis points per annum.
Competition
The fast-food, family-style and casual dining restaurant business is
characterized by intense competition. The operators of the restaurants located
on the Company'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.
Many successful fast-food, family-style and casual dining restaurants
are located in "eating islands", which are areas to which people tend to return
frequently and within which they can diversify their eating habits, because in
many cases local competition may enhance the restaurant's success instead of
detracting from it. Fast-food, family-style and casual dining restaurants
frequently experience better operating results when there are other restaurants
in the same area.
The Company will be competing with other persons and entities both to
locate suitable Properties to acquire and to locate purchasers for its
Properties. The Company also will compete with other financing sources such as
banks, mortgage lenders and sale/leaseback companies for suitable tenants for
its Properties, borrowers for its Mortgage Loans and lessees and borrowers for
its Secured Equipment Leases.
Employees
As of December 31, 1999, the Company had 133 associates.
Item 2. Properties
As of December 31, 1999, the Company owned, either directly or
indirectly through joint venture arrangements, 661 Properties, located in 40
states. Reference is made to the Schedule of Real Estate and Accumulated
Depreciation filed with this report for a listing of the Properties and their
respective costs, including acquisition fees and certain acquisition expenses.
As of December 31, 1999, the Company owned 613 of the 661 Properties in
fee simple and three properties through joint venture arrangements.
As of December 31, 1999, 45 of the 661 Properties owned by the Company
consisted of building only. The Company does not own the underlying land. In
connection with the acquisition of each of these Properties, the Company entered
into either a tri-party agreement with the tenant and the owner of the land or
an assignment of interest in the ground lease with the landlord, as described in
Item 1. Business-Leases.
As of December 31, 1999 the Company had pledged 130 Properties as
collateral related to the Secured Credit Facility.
During the period January 1, 2000 through March 11, 2000, the Company
acquired 11 additional Properties (seven of which were under construction), for
cash at a total cost of approximately $10,500,000, excluding development costs
and certain acquisition expenses. The leases of these Properties are
substantially the same as the leases described in Item 1. Business -- Leases.
The Company currently is negotiating to acquire additional properties,
but as of March 11, 2000, had not acquired any such properties.
Description of Properties
Land. The Company's Property lot sizes range from approximately 4,000
to 199,000 square feet depending upon building size and local demographic
factors. Sites purchased by the Company 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 Company as of
December 31, 1999 by state. More detailed information regarding the location of
the Properties is contained in the Schedule of Real Estate and Accumulated
Depreciation filed with this report.
Total Number of
State Restaurant Properties
Alabama 22
Arizona 20
California 36
Colorado 12
Connecticut 1
Delaware 1
Florida 80
Georgia 23
Idaho 3
Illinois 25
Indiana 10
Iowa 6
Kansas 13
Kentucky 9
Louisiana 10
Maryland 9
Michigan 16
Minnesota 11
Mississippi 8
Missouri 32
Nebraska 3
Nevada 4
New Hampshire 2
New Jersey 7
New Mexico 4
New York 4
North Carolina 22
Ohio 55
Oklahoma 10
Oregon 7
Pennsylvania 9
Rhode Island 1
South Carolina 13
Tennessee 38
Texas 83
Utah 4
Virginia 20
Washington 13
West Virginia 12
Wisconsin 3
=======
TOTAL PROPERTIES 661
=======
Buildings. The buildings generally are rectangular and are constructed
from various combinations of stucco, steel, wood, brick and tile. Building sizes
range from approximately 1,300 to 12,700 square feet. Generally, buildings on
Properties owned by the Company are freestanding and are surrounded by paved
parking areas. Buildings are suitable for conversion to various uses, although
modifications may be required prior to use for other than restaurant operations.
As of December 31, 1999, 45 of the Company's Properties were under construction
or renovation. As of December 31, 1999, the Company had no plans for renovations
of its remaining 616 Properties. Depreciation expense is computed for buildings
and improvements using the straight-line method using a depreciable life of 39
years for federal income tax purposes. As of December 31, 1999, the aggregate
cost basis of the Properties owned by the Company (including Properties owned
through joint ventures) for federal income tax purposes was $452,349,747.
The following table lists the Properties owned by the Company as of
December 31, 1999 by restaurant chain.
Restaurant Chain Number of Properties
Golden Corral 48
Jack in the Box 65
Bennigan's 27
IHOP 46
Steak & Ale 20
Boston Market 23
Darryl's 15
Applebee's 16
Black-Eyed Pea 26
Pollo Tropical 11
Arby's 38
Chevy's Fresh Mex 26
Ground Round 13
Burger King 36
Big Boy 29
Denny's 15
Other 207
=====
TOTAL: 661
=====
Management considers the Properties to be well-maintained and
sufficient for the Company's operations.
Management believes that the Properties are adequately covered by
insurance. In addition, the Company has obtained contingent liability and
property coverage. This insurance is intended to reduce the Company'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 Company 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 restaurant 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 Company are described in Item 1. Business - Leases.
At December 31, 1999, 1998, 1997, 1996 and 1995, the Properties were
97%, 99%, 100%, 100% and 100% occupied, respectively. The following is a
schedule of the average rent per Property for the years ended December 31:
1999 1998 1997 1996 1995
-------------- -------------- --------------- ------------- -------------
Rental Revenues (1) $61,907,812 $33,129,661 $15,490,615 $ 4,357,298 $ 539,776
Properties (2) 642 408 244 94 18
Average Rent Per Property $ 96,430 $ 81,200 $ 63,486 $ 46,354 $ 29,988
(1) Rental income includes the Company's share of rental income from the
Properties owned through joint venture arrangements. Rental revenues have
been adjusted, as applicable, for any amounts for which the Company has
established an allowance for doubtful accounts. Rents do not include
Properties under construction at December 31, 1999.
(2) Excludes Properties that were vacant at December 31 and that did not
generate rental revenues during the year.
The following table lists Properties owned by the Company as of
December 31, 1999 by tenant and includes average age of buildings, annualized
total rental revenue and percent of total revenue. To calculate annualized total
rental revenue the Company used, for each restaurant Property owned and leased
at December 31, 1999, the monthly rental revenue, for that Property and
multiplied that number by 12 to present the annualized rental revenues for a 12
month period. The Company has not included any contingent rental income in the
calculation of annualized total rental revenue.
Total Number
of
Restaurant Average Age Annualized Percent of
Properties of Buildings Total Rental Total Rental
Tenant (1) (years) Revenue(2) Revenue
-------------- -------------- ------------- --------------
S&A Properties Corporation 42 17.4 7,838,068 10.6%
Jack in the Box Inc. (formerly Foodmaker, Inc.) 57 1.8 7,367,459 10.0%
Golden Corral Corporation 40 1.6 5,743,081 7.8%
IHOP Corp. 46 2.5 5,490,191 7.4%
Houlihan's Restaurants, Inc 20 19.4 3,221,535 4.4%
Woodland Group, Inc. 10 4.4 1,607,326 2.2%
Chevy's, Inc. 26 1.4 6,386,685 8.6%
Phoenix Restaurant Group 32 5.8 3,658,424 4.9%
Boston Chicken, Inc 16 2.4 2,021,114 2.7%
Carrols Corporation 14 6.5 2,127,135 2.9%
RTM, Inc. 26 2.5 2,023,786 2.7%
Vicorp Restaurants, Inc. 14 18.1 2,086,908 2.8%
Burger King Corporation 14 18.1 1,463,217 2.0%
Other 285 6.9 $22,989,674 31.0%
----- ------------- ----------
Total 642 $74,024,603 100.0%
===== ============= ==========
(1) Excludes Properties that were vacant at December 31, 1999 and that did not
generate rental revenues during the year.
(2) The Company has straight-lined the contractual increases in rental income
over the life of each of the leases in order to calculate rental revenue in
accordance with generally accepted accounting principles.
The following table shows the aggregate number of leases in the
Company's Property portfolio which expire each calendar year through the year
2014, as well as the number of leases which expire after December 31, 2014. The
table does not reflect the exercise of any of the renewal options provided to
the tenant under the terms of such leases.
Base Rent
--------------------------------------------
Year Number (3) Amount(1) Percent
---- ------------------ ------------------ -------------------
2000 -- $ -- --
2001 -- -- --
2002 2 209,635 0.3%
2003 1 63,663 0.1%
2004 1 67,225 0.1%
2005 8 892,500 1.2%
2006 7 621,115 0.8%
2007 -- -- --
2008 2 140,190 0.2%
2009 2 56,633 0.1%
2010 9 943,940 1.3%
2011 23 3,199,740 4.3%
2012 39 5,281,189 7.1%
2013 47 5,501,891 7.4%
2014 109 11,948,792 16.1%
Thereafter 406 45,098,090 61.0%
--------- --------------- ----------
Total (2) 656 $74,024,603 100.0%
========= =============== ==========
(1) The Company has straight-lined the contractual increases in rental income
over the life of each of the leases in order to calculate rental revenue in
accordance with generally accepted accounting principles.
(2) The number of leases and base rent exclude leases of five Properties with
aggregate original base rental income of $459,295 for which the leases have
been terminated. Base rent also excludes base rental income attributable to
45 Properties under construction at December 31, 1999.
(3) Includes 14 Properties for which the Company did not receive rental
payments during the year ended December 31, 1999.
Item 3. Legal Proceedings
On May 11, 1999, four limited partners in several CNL Income Funds
served a derivative and purported class action lawsuit filed April 22, 1999
against the general partners of the CNL Income Funds and APF in the Circuit
Court of the Ninth Judicial Circuit of Orange County, Florida, alleging that the
general partners breached their fiduciary duties and violated provisions of
certain of the CNL Income Fund partnership agreements in connection with the
proposed merger with the Income Funds. The plaintiffs are seeking unspecified
damages and equitable relief. On July 8, 1999, the plaintiffs filed an amended
complaint which, in addition to naming three additional plaintiffs, includes
allegations of aiding and abetting and conspiring to breach fiduciary duties,
negligence and breach of duty of good faith against certain of the defendants
and seeks additional equitable relief. As amended, the caption of the case is
Jon Hale, Mary J. Hewitt, Charles A. Hewitt, Gretchen M. Hewitt, Bernard J.
Schulte, Edward M. and Margaret Berol Trust, and Vicky Berol v. James M. Seneff,
Jr., Robert A. Bourne, CNL Realty Corporation, and CNL American Properties Fund,
Inc., Case No. CIO-99-0003561.
On June 22, 1999, a limited partner of several CNL Income Funds served
a purported class action lawsuit filed April 29, 1999 against the general
partners and APF, Ira Gaines, individually and on behalf of a class of persons
similarly situated, v. CNL American Properties Fund, Inc., James M. Seneff, Jr.,
Robert A. Bourne, CNL Realty Corporation, CNL Fund Advisors, Inc., CNL Financial
Corporation a/k/a CNL Financial Corp., CNL Financial Services, Inc. and CNL
Group, Inc., Case No. CIO-99-3796, in the Circuit Court of the Ninth Judicial
Circuit of Orange County, Florida, alleging that the general partners breached
their fiduciary duties and that APF aided and abetted their breach of fiduciary
duties in connection with the proposed merger with the Income Funds. The
plaintiff is seeking unspecified damages and equitable relief.
On September 23, 1999, Judge Lawrence Kirkwood entered an order
consolidating the two cases under the caption In re: CNL Income Funds
Litigation, Case No. 99-3561. Pursuant to this order, the plaintiffs in these
cases filed a consolidated and amended complaint on November 8, 1999. On
December 22, 1999, the General Partners and CNL Group, Inc. filed motions to
dismiss and motions to strike. On December 28, 1999, APF and CNL Fund Advisors,
Inc. filed motions to dismiss. On March 6, 2000, all of the defendants filed a
Joint Notice of Filing Form 8-K Reports and Suggestion of Mootness.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
As of March 11, 2000, there were 32,270 stockholders of record of
common stock. There is no public trading market for the Shares, and even though
the Company intends to list the Shares on the New York Stock Exchange or other
national securities exchange or over-the-counter market no later than December
31, 2005, there is no assurance that listing will occur and if listing occurs
there is no assurance that a public market for the Shares will develop. In
October 1998, the Board of Directors elected to implement the Company's
redemption plan. Under the redemption plan, the Company elected to redeem
Shares, subject to certain conditions and limitations. As of December 31, 1999,
the redemption plan was terminated. During the year ended December 31, 1998,
34,757 Shares were redeemed at $18.40 per Share ($639,528) and retired from
Shares outstanding of common stock. As of December 31, 1999, the capital
contribution per Share was $20.
The Company expects to make distributions to the stockholders pursuant
to the provisions of the Articles of Incorporation. For the years ended December
31, 1999 and 1998, the Company declared cash distributions of $60,078,825 and
$39,449,149, respectively, to stockholders. For federal income tax purposes, 97
percent and 85 percent of distributions paid in 1999 and 1998, respectively,
were considered to be ordinary income and three percent and 15 percent,
respectively, were considered to be a return of capital. No amounts distributed
to stockholders for the years ended December 31, 1999 and 1998, are required to
be or have been treated by the Company as a return of capital for purposes of
calculating the stockholders' return on their invested capital. The following
table presents total distributions and distributions per Share:
First Second Third Fourth Year
-------------- --------------- -------------- --------------- ---------------
1999 Quarter
Total distributions
declared $14,237,405 $14,238,745 $15,020,274 $16,582,401 $60,078,825
Distributions per
Share 0.38 0.38 0.38 0.38 1.52
1998 Quarter
Total distributions
declared $7,281,343 $8,711,463 $10,467,640 $12,988,703 $39,449,149
Distributions per
Share 0.38 0.38 0.38 0.38 1.52
In each of January, February and March 2000, the Company declared
distributions to stockholders of $5,527,461 ($0.12708 per Share) payable in
March 2000.
The Company intends to continue to declare distributions of cash to the
stockholders. The Company expects that future distributions will be declared on
a quarterly basis.
Item 6. Selected Financial Data
1999 1998 1997 1996 1995
---------------- ---------------- -------------- -------------- --------------
Year ended December 31:
Revenues $ 75,500,597 $ 42,187,037 $19,457,933 $ 6,206,684 $ 659,131
Net earnings/(loss) (49,837,334 ) 32,152,408 15,564,456 4,745,962 368,779
Cash distributions declared 60,078,825 39,449,149 16,854,297 5,436,072 638,618
Funds from operations (1) 44,384,300 37,348,119 17,732,888 5,355,464 471,670
Earnings/(loss) per Share (2) (1.26 ) 1.21 1.33 1.18 0.39
Cash distributions declared
per Share (2) 1.52 1.52 1.49 1.41 0.62
Weighted average number of
Shares outstanding (2)(3) 39,402,941 26,648,219 11,711,934 4,035,835 949,175
At December 31:
Total assets $1,138,192,793 $680,352,013 $339,077,762 $134,825,048 $ 33,603,084
Total stockholders' equity 672,214,104 660,810,286 321,638,101 122,867,427 31,980,648
(1) Funds from operations ("FFO"), based on the revised definition adopted
by the Board of Governors of the National Association of Real Estate
Investment Trusts ("NAREIT") and as used herein, means net earnings
determined in accordance with generally accepted accounting principles
("GAAP"), excluding gains or losses from debt restructuring and sales
of assets, plus depreciation and amortization of real estate assets,
plus amortization of direct financing leases and after adjustments for
unconsolidated partnerships and joint ventures, plus an addback for
non-recurring charges such as the advisor acquisition expense and
transaction costs. (Net earnings determined in accordance with GAAP
include the noncash effect of straight-lining rent increases throughout
the lease term and/or rental payments during the construction of a
property prior to the date it is placed in service. This
straight-lining is a GAAP convention requiring real estate companies to
report rental revenue based on the average rent per year over the life
of the lease. During the years ended December 31, 1999, 1998, 1997,
1996 and 1995, net earnings included $5,143,552, $2,734,767,
$1,941,054, $517,067 and $39,142, respectively, of these amounts.) FFO
was restated by the Company for the years ended December 31, 1997, 1996
and 1995 to add back the amortization of direct financing leases. FFO
was developed by NAREIT as a relative measure of performance and
liquidity of an equity REIT in order to recognize that income-producing
real estate historically has not depreciated on the basis determined
under GAAP. However, FFO (i) does not represent cash generated from
operating activities determined in accordance with GAAP (which, unlike
FFO, generally reflects all cash effects of transactions and other
events that enter into the determination of net earnings), (ii) is not
necessarily indicative of cash flow available to fund cash needs and
(iii) should not be considered as an alternative to net earnings
determined in accordance with GAAP as an indication of the Company's
operating performance, or to cash flow from operating activities
determined in accordance with GAAP as a measure of either liquidity or
the Company's ability to make distributions. Accordingly, the Company
believes that in order to facilitate a clear understanding of the
consolidated historical operating results of the Company, FFO should be
considered in conjunction with the Company's net earnings and cash
flows as reported in the accompanying consolidated financial statements
and notes thereto. However, the Company's measure of FFO may not be
comparable to similarly titled measures of other REITS because these
REITS may not apply the definition of FFO in the same manner as the
Company.
(2) All Share and per Share amounts have been restated herein to reflect
the one-for-two reverse stock split.
(3) The weighted average number of Shares outstanding for 1995 is based
upon the period the Company was operational.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Company
CNL American Properties Fund, Inc. is a real estate investment trust,
or REIT. The term "Company" includes, unless the context otherwise requires, CNL
American Properties Fund, Inc. and its direct and indirect subsidiaries. These
subsidiaries include CNL APF Partners, LP, a Delaware limited partnership formed
in May 1998, and CNL APF GP Corp. and CNL APF LP Corp., the general and limited
partner, respectively, of CNL APF Partners, LP. As a result of the merger on
September 1, 1999 (see "Mergers"), subsidiaries also include CNL Fund Advisors,
Inc., CNL Financial GP Holding Corp., CNL Financial LP Holding, LP, CNL
Financial Services GP Corp. and CNL Financial Services, LP.
The Company provides a complete range of financial, development and
other real estate services to operators of national and regional restaurant
chains. The Company's ability to offer complete "turn-key," build-to-suit
development services, from site selection to construction management, together
with its ability to provide its customers with financing options, such as
triple-net leasing, mortgage loans and secured equipment financing, makes the
Company a preferred provider for all of the real estate related business needs
of operators of national and regional restaurant chains.
As of December 31, 1999, the Company had total assets of over $1.1
billion and a portfolio consisting of investments in 661 restaurant properties.
Generally, the real estate (the "Properties") owned by the Company consists of
land and buildings subject to triple-net leases. Triple-net leases generally
provide that the tenants bear responsibility for all of the costs and expenses
associated with the ongoing maintenance and operations of the leased restaurant
properties, including utilities, property taxes, insurance and structural
repairs. Mortgage financing (the "Mortgage Loans") involves lending money at a
specified interest rate to owners of restaurant properties and securing that
loan with a mortgage lien on the restaurant property. Securitizing mortgages
involves bundling a group of mortgages into an investment entity, usually a
trust, and selling securities of that entity to the public.
Liquidity and Capital Resources
Common Share Offerings
The Company was formed in May 1994, at which time it received initial
capital contributions of $200,000 for 10,000 Shares of common stock. Since
inception, the Company has completed three separate public offerings of Shares
of common stock. The Company received the final proceeds of $210,736 from its
third public offering of common stock in January 1999, at which point the
Company had received aggregate subscription proceeds from its three offerings of
$747,464,420 (37,373,221 Shares), including $5,572,261 (278,613 Shares) issued
through the Company's reinvestment plan. Net proceeds to the Company from its
three offerings and the initial capital contributions, after deduction of stock
issuance costs, totaled $670,351,200, all of which have been invested in
Properties or Mortgage Loans.
On May 27, 1999, the stockholders approved a one-for-two reverse split
of common stock that was effective on June 3, 1999 with the filing of the
amended Articles of Incorporation with the Maryland Department of Assessments
and Taxation. All share and per share amounts have been restated herein to
reflect the one-for-two reverse stock split.
Debt Financing
Line of Credit
At December 31, 1998, the Company had a revolving $35,000,000 unsecured
line of credit with a bank which enabled the Company to receive advances to
provide equipment financing, to purchase and develop Properties and to fund
Mortgage Loans. In June 1999, the Company obtained a new unsecured revolving
credit facility in an amount up to $300,000,000 (the "Credit Facility"). In
connection with obtaining the amended Credit Facility, the Company incurred
commitment fees, legal fees and closing costs. Interest on advances under the
Credit Facility is determined according to (i) a tiered rate structure up to a
maximum rate of 200 basis points above LIBOR (based upon the Company's overall
leverage ratio) or (ii) the lenders' prime rate plus 0.25%, whichever the
Company selects at the time of each advance. As of December 31, 1999, the
weighted average interest rate for interest paid over the prior year was 6.99%.
The principal balance, together with all unpaid interest, is due in full upon
termination of the facility on June 9, 2002. The terms of the agreement for the
amended Credit Facility include financial covenants which provide for the
maintenance of certain financial ratios. The Company was in compliance with all
such covenants as of December 31, 1999.
The Company believes, based on current terms, that the carrying value
of its Credit Facility at December 31, 1999 and 1998 approximates fair value.
In June 1999, in connection with the amended Credit Facility, the
Company entered into an interest rate swap agreement. The purpose of the
interest rate swap agreement is to reduce the impact of changes in interest
rates on its floating rate Credit Facility. The agreement effectively changes
the Company's interest rate on $75,000,000 of the outstanding floating rate
Credit Facility to a fixed rate of 6.17% plus the spread above LIBOR on related
debt per annum, as of December 31, 1999. The Company is exposed to credit loss
in the event of nonperformance by the other party to the interest rate swap
agreement; however, the Company does not anticipate nonperformance by the
counterparty as they maintain long-term credit ratings of "A" or better, as
rated by Moody's or Standard & Poors.
The effective interest rate for the outstanding balance of $248,000,000
relating to the amended Credit Facility, as of December 31, 1999, as a result of
the impact of the interest rate swap in the amount of $75,000,000 was 7.17% per
annum.
Note Payable
In October 1999, the Company entered into a secured credit facility
(the "Secured Credit Facility") in the amount of $147,000,000 which will expire
in October 2002. The proceeds of the Secured Credit Facility are intended to be
used for property acquisitions. Borrowings under the Secured Credit Facility
bear interest at the rate of commercial paper plus 56 basis points per annum. As
of December 31, 1999, the interest rate was 6.96%. The Secured Credit Facility
is collateralized by mortgages on Properties and an assignment of rents. Under
the terms of the Secured Credit Facility, the Company is required to maintain
certain financial ratios and other financial covenants. The Company was in
compliance with all such covenants as of December 31, 1999.
Mortgage Warehouse Facility
At December 31, 1999, the Company had a one year $300 million mortgage
warehouse facility ("Warehouse Facility"). The Warehouse Facility provides the
Company the ability to provide mortgage financing to restaurant franchisees and
periodically securitize the loans through the securitization market. The
facility bears an interest rate of LIBOR plus 95 basis points per annum. As of
December 31, 1999 the interest rate was 6.77%. As of December 31, 1999, the
Company had approximately $31 million outstanding under this Warehouse Facility.
The Company believes, based on current terms, that the carrying value at
December 31, 1999 approximates fair value.
For the years ended December 31, 1999, 1998 and 1997, the Company
incurred interest costs (including amortization of loan costs) of $14,094,524,
$402,292 and $544,788, respectively, $3,889,327, $402,292 and $544,788,
respectively, of which were capitalized as part of the cost of buildings under
construction. For the years ended December 31, 1999, 1998 and 1997, the Company
paid interest of $10,937,309, $338,569 and $502,680, respectively.
Interest Rate Risk
As of December 31, 1999, the Company had $248,000,000, $140,504,000 and
$30,749,540 outstanding under its Credit Facility, Secured Credit Facility and
Warehouse Facility, respectively. The Company has exposure to interest rate risk
associated with the Credit Facility, Secured Credit Facility and Warehouse
Facility due to the variable interest rates. The Company believes this risk has
been mitigated with the interest rate swap agreements to reduce the impact of
changes in interest rates on its floating rate debt (see "Debt Financing").
The Company invests in certain financial instruments that are subject
to various forms of market risk such as interest rate fluctuations, credit risk
and prepayment risk. The Company's primary exposure is the risk of loss that may
result from the potential change in the value of its mortgage loans held for
sale and investments held for sale as a result of changes in interest rates.
Generally, from the time the fixed-rate mortgage loans are originated until the
time they are sold through a securitization transaction, the Company hedges
against fluctuations in interest rates through the use of derivative financial
instruments (primarily interest rate swap contracts). The Company terminates
certain of these contracts upon securitization of the related fixed-rate
mortgage loans and, at that time, both the gain or loss on the sale of the loans
and the gain or loss on the termination of the interest rate swap contracts will
be measured and recognized in the consolidated statement of operations. Under
interest rate swaps, the Company agrees with other parties to exchange, at
specified intervals, the difference between fixed-rate and floating-rate
interest amounts calculated by reference to an agreed upon notional principal
amount.
The Company estimates that a hypothetical one percentage point increase
in long-term interest rates at December 31, 1999 would impact the financial
instruments described above and result in a change to net earnings of
approximately $3 million. This sensitivity analysis contains certain simplifying
assumptions (for example, it does not consider the impact of changes in
prepayment risk or credit spread risk). Therefore, although it gives an
indication of the Company's exposure to interest rate changes at December 31,
1999, it is not intended to predict future results and the Company's actual
results will likely vary.
Acquisitions and Investments
During the year ended December 31, 1999, the Company used the remaining
net offering proceeds from its public offering of common stock, proceeds from
its Credit Facility and Secured Credit Facility, the net sales proceeds from the
sale of Properties and cash collected from the prepayment of Secured Equipment
Leases to acquire 258 Properties (including 45 Properties on which a restaurant
was being constructed or renovated as of December 31, 1999), to fund Mortgage
Loans and to provide equipment financing. In connection with the purchase of
each Property, the Company, as lessor, entered into a long-term, triple-net
lease agreement. The buildings under construction or renovation are expected to
be operational by June 2000.
Since the merger on September 1, 1999 with CNL Restaurant Financial
Services Group, described below, the Company also originated approximately $29
million in new mortgage loans through the Warehouse Facility and approximately
$79 million through the off-balance sheet loan sale facility. The $29 million in
originations was funded through the Mortgage Warehouse Facility and certain
mortgages were subsequently securitized in November 1999 (see "Securitization").
During the years ended December 31, 1999 and 1998, the Company incurred
$6,185,005 and $17,317,297, respectively, in acquisition fees, based on the
amount of offering proceeds received during the period and advances obtained
from the Credit Facility, payable to CNL Fund Advisors, Inc. in connection with
the acquisition of Properties, construction and renovation of Properties and
investment in Mortgage Loans. As a result of the acquisition of the CNL Fund
Advisors, Inc. on September 1, 1999, the Company ceased to incur such
acquisition fees, although, it will continue to incur acquisition expenses.
Mergers
The Company's goal is to be a leading provider of financial,
development, advisory and other real estate services to operators of national
restaurant chains. In furtherance of this goal, on September 1, 1999, the
Company became internally advised and gained complete acquisition, development
and in-house management functions by acquiring its external advisor, CNL Fund
Advisors, Inc. (the "Advisor"). Because the Company has had no employees since
its inception, the Advisor provided these functions on behalf of the Company and
was responsible for the day-to-day operations of the Company, including raising
capital, investment analysis, acquisitions, due diligence, asset management and
accounting services. The acquisition of the Advisor also provides the Company
with restaurant development capabilities including site selection, construction
management and build-to-suit development.
On September 1, 1999, the Company acquired the Advisor through the
exchange of 100% of the outstanding Shares of common stock of the Advisor for
3.8 million Shares ($76,000,000) of the Company's common stock. The acquisition
of the Advisor was recorded under the purchase method of accounting. The Company
expensed the excess purchase price (plus costs incurred related to the
acquisition) over the fair value of the net assets acquired of $76,333,516.
In addition, to increase its financing capabilities and expand its
mortgage loan portfolio, the Company acquired CNL Financial Corporation and CNL
Financial Services, Inc. which are referred to, together, as the CNL Restaurant
Financial Services Group, at the same time that it acquired the Advisor. The CNL
Restaurant Financial Services Group makes and services mortgage loans, and
securitizes a portion of such loans, to operators of national and regional
restaurant chains comparable to the restaurant chain operators that currently
are tenants of the Company. The Company acquired CNL Restaurant Financial
Services Group through the exchange of 100% of the outstanding Shares of common
stock of these entities for 2.35 million Shares ($47,000,000) of the Company's
common stock. The acquisition was recorded under the purchase method of
accounting. The Company recognized the excess purchase price (plus costs
incurred related to the acquisition) over the fair value of the net assets
acquired, of $45,703,072 as goodwill. The Company recorded amortization expense
relating to goodwill of $689,516 as of and for the year ended December 31, 1999.
Upon consummation of the mergers on September 1, 1999, all employees of
the acquired entities became employees of the Company, and any obligations for
the Company to pay fees to the Advisor (such as acquisition fees and asset
management fees) under the advisory agreement terminated.
As consideration in its acquisition of the Advisor and CNL Restaurant
Financial Services Group, the Company paid 6.15 million Shares. Of the 6.15
million Shares issued, 1.0 million are being held in escrow. The Shares held in
escrow will be released to the former stockholders of the Advisor and the CNL
Restaurant Financial Services Group based on the value of the restaurant
Properties acquired, Mortgage Loans made and development projects completed by
the Company during the "escrow term". The "escrow term" began on September 1,
1999. If the Company fails, during the escrow term, to acquire restaurant
Properties, make Mortgage Loans and complete development projects of at least
$750 million in the aggregate, any Shares remaining in escrow at the end of the
escrow term will be returned to the Company, and the former stockholders of the
Advisor and CNL Restaurant Financial Services Group will no longer have any
rights to such Company Shares. The Company's Board of Directors may, in its
reasonable discretion, extend the escrow term for an additional six months
following the escrow term if it reasonably believes that it is in the Company's
best interest to do so. Management believes that the total number Shares will be
released from escrow during the term beyond a reasonable doubt, and therefore,
the Shares have been included in the acquisition price and included in issued
and outstanding for financial reporting purposes, even though the unearned
Shares are held in escrow at December 31, 1999. As of December 31, 1999,
approximately 229,841 Shares have been released from escrow.
Securitization
Several factors affect the Company's ability to complete
securitizations of its loans, including conditions in the securities markets,
the credit quality of the Company's loans and compliance of the Company's loans
with the eligibility requirements established by the securitization documents.
Adverse changes in any of these factors could impair the Company's ability to
originate and sell loans on a favorable or timely basis. The Company's inability
to securitize loans may adversely affect the Company's financial performance and
growth prospects. Accordingly, the cost of raising debt or equity capital may be
higher in the future, which could adversely impact the Company's results of
operations.
As described above in "Mergers," in September 1999, APF expanded its
financing capabilities by acquiring the CNL Restaurant Financial Services Group,
which made and serviced mortgage loans to operators of national and regional
restaurant chains comparable to the operators of national and regional
restaurant chains that currently are tenants of the Company. As a result of this
acquisition, the Company also "securitizes" mortgage loans. A mortgage loan
securitization involves raising capital by combining a group of mortgage loans
into a pool, creating securities that are backed by the combined pool and then
issuing those securities to investors. The Company makes loans and securitizes
them by selling them to a special purpose entity formed for the purpose of
issuing certificates representing beneficial interest in the pool of mortgage
loans. The Company receives the following from its securitizations: (i) the net
proceeds from the sale of the certificates; (ii) income in the form of the
"spread" or difference between the interest that is earned on the securitized
mortgage loans, less transaction fees and expenses and any portfolio losses, and
the interest earned on the certificates sold to third parties; and (iii) fees
for servicing mortgage loans that were securitized.
Additionally, the Company generally retains a subordinated interest in
the mortgage loans, which because it is subordinated, generally bears interest
at a higher rate than the mortgage loans as a whole. The acquisition of the CNL
Restaurant Financial Services Group has provided a platform for the expansion of
the Company's existing financing opportunities and, ultimately, is intended to
increase cash available to be distributed to its stockholders. The Company
believes securitization transactions may permit it to obtain additional capital
with greater ease and at a lower cost at times when market conditions are not
suitable for raising funds on economically attractive terms through the issuance
of the Company's equity or debt securities.
In November 1999, certain mortgage loans aggregating approximately
$278.27 million were securitized and Franchise Loan Trust Certificates were sold
to investors through a trust. This transaction is backed by fee simple
mortgages, space leasehold mortgages, ground lease mortgages, and mortgages
secured by equipment. The majority of the securitized loan pool was sold to
third parties, while the Company retained subordinated investment securities
approximating $21 million of the total mortgage loan pool balance (see "Other
Investments"). The Company also retained the servicing rights on the mortgage
loans sold. The Company received gross proceeds of approximately $278 million
from the securitization transaction. The transaction resulted in a financial
statement loss of approximately $1 million.
Other Investments
In August, 1998 the Company acquired an investment in certain franchise
loan certificates ("the 1998 Certificates") issued in connection with a mortgage
loan securitization transaction sponsored by CNL Financial Corporation, which
was an affiliate prior to its acquisition by the Company in 1999 (see
"Mergers"). Certain of the 1998 Certificates bear interest at an 8.4% pass
through rate with an effective yield of 11.46%. Other 1998 Certificates bear
interest at adjustable pass through rates which generated an effective yield of
10.65% in 1999. In 1998, the Company classified these investments as available
for sale for accounting purposes and as of December 31, 1998 their carrying
value of $16,201,014 approximated fair value. During 1999, the Company
reassessed the classification of the 1998 Certificates and transferred the
certificates from the available for sale category to the held to maturity
category. The estimated fair value of the 1998 Certificates at the transfer date
of $16,199,792 approximated the carrying value resulting in no gains or losses
at the time of transfer. At December 31, 1999 the carrying value of this
investment was $16,201,732 which approximated its fair value and its weighted
average remaining term range from approximately 14 to 16.5 years.
In connection with the merger on September 1, 1999 (see "Mergers") the
Company acquired investments in an interest only certificate and other residual
interests with a fair market value of $5,965,941. The interest only certificate
and the other residual interest are classified as available for sale and are
carried at fair market value based on estimated discounted cash flows. The
unrealized loss at December 31, 1999 was $177,119 and is shown as accumulated
other comprehensive loss on the consolidated balance sheet.
In August 1999 the Company created a $500 million loan sale facility
syndicated with two third parties. The Company intends to use the proceeds from
subsequent securitizations of mortgage loans to payoff this facility. This
facility permits the Company to sell loans on a regular basis to a trust at an
agreed upon advance rate. As of December 31, 1999 the Company had sold loans
with an approximate principal balance of $300 million to the trust. The Company
retained a residual interest which is included in the accompanying consolidated
balance sheet as of December 31, 1999 as other investments and is classified as
a trading security and carried at its estimated fair market value of
$32,496,222.
Certain mortgage loans originated or purchased by the Company were
securitized in November 1999 and Franchise Loan Trust Certificates were sold to
investors. The Company retained certain subordinated investment securities,
("the 1999 Certificates"). The 1999 Certificates totaling $21,142,843 at
December 31, 1999 were recorded by allocating the previous carrying amount of
the mortgages between the assets sold and the retained interests based on their
relative fair values. Approximately $7.7 million of the 1999 Certificates are
classified as available for sale and are carried at fair market value based on
estimated discounted cash flows. The remaining balance of approximately $13.4
million of the 1999 Certificates have a weighted average remaining term of
approximately 18 years and are classified as held to maturity. Their carrying
amounts approximated their fair value at December 31, 1999.
The Company is subject to market risk in the event the value of the
underlying mortgages decline.
Dispositions
During 1999 and 1998, the Company sold six and three Properties,
respectively. The Company received net proceeds of approximately $5,302,433 and
$2,386,000, respectively, which resulted in a loss of $781,192 for financial
reporting purposes in 1999. The net sales proceeds received in 1998 approximated
the carrying value of the Properties, resulting in no gain or loss. The Company
reinvested the proceeds from the sale of Properties in additional Properties.
During 1999, the Company received proceeds from various borrowers for
the prepayment of nine Secured Equipment Leases. The Company collected
$2,252,766 which was approximately equal to the net investment in the direct
financing leases at the time of the prepayment. As a result, no gain or loss was
recognized for financial reporting purposes.
Capital Commitments
In connection with the acquisition of the 45 Properties under
construction or renovation at December 31, 1999, the Company entered into
development agreements with tenants which provide terms and specifications for
the construction or renovation of buildings the tenants have agreed to lease or
equipment financing the Company has agreed to provide. The agreements provide a
maximum amount of development costs (including the purchase price of the land
and closing costs) to be paid by the Company. In addition, the Company, as a
result of the acquisition of the Advisor, has unfunded letters of commitment to
develop Properties for specific tenants. The aggregate maximum development costs
and unfunded letters of commitment the Company had agreed to pay as of December
31, 1999 were approximately $214,022,000, of which approximately $60,201,000 had
been incurred as of December 31, 1999.
In the ordinary course of business, the Company has outstanding
commitments to qualified borrowers that are not reflected in the accompanying
consolidated financial statements. These commitments, if accepted by the
potential borrowers, obligate the Company to provide funding. The accepted and
unfunded commitment totaled approximately $108,165,000 at December 31, 1999
which includes both the Warehouse Facility and the off-balance sheet loan sale
facility.
Cash and Cash Equivalents
At December 31, 1999 and 1998, the Company had $46,011,592 and
$125,207,377, (including certificates of deposit of $2,007,540 at December 31,
1998), respectively, invested in short-term, highly-liquid investments such as
demand deposits at commercial banks and money markets with less than a 30-day
maturity date. The decrease in the amount invested in short-term investments was
primarily attributable to the Company investing in Properties, Mortgage Loans,
and Secured Equipment Leases during 1999.
Liquidity Requirements
The Company expects to meet its short-term liquidity requirements,
other than for acquisition and development of Properties and investment in
Mortgage Loans and Secured Equipment Leases, through cash flow provided by
operating activities. The Company believes that cash flow provided by operating
activities will be sufficient to fund normal recurring operating expenses,
regular debt service requirements and distributions to stockholders. To the
extent that the Company's cash flow provided by operating activities is not
sufficient to meet such short-term liquidity requirements as a result, for
example, of unforeseen expenses due to tenants defaulting under the terms of
their lease agreements, the Company will use borrowings under its Credit
Facility.
Due to the fact that the Company generally leases its Properties on a
triple-net basis, meaning that tenants are generally required to pay all repairs
and maintenance, property taxes, insurance and utilities, management does not
believe that working capital reserves are necessary at this time. Management
believes that the Properties are adequately covered by insurance. The Company
has obtained contingent liability and property coverage; this insurance policy
is intended to reduce the Company's exposure in the unlikely event a tenant's
insurance policy lapses or is insufficient to cover a claim relating to a
Property.
The Company expects to meet its other short-term liquidity
requirements, including Property acquisition and development and investment in
Secured Equipment Leases, with additional advances under its Credit Facility and
Secured Credit Facility. The Company also intends to meet short-term liquidity
requirements through the use of its Warehouse Facility to fund the acquisition
of Mortgage Loans, and use the proceeds from the subsequent securitizations of
these Mortgage Loans to repay the Warehouse Facility.
The Company expects to meet its long-term liquidity requirements
through short or long-term, unsecured or secured debt financing or equity
financing. As of March 11, 2000, the Company's only long-term liquidity
requirements were the maturities of its Mortgage Warehouse Facility in 2000,
Credit Facility in June 2002 and the Secured Credit Facility in October 2002.
In addition, the management of APF has been in discussions with Bank of
America regarding a potential strategic alliance. Assuming an agreement can be
reached, management of APF believes that this strategic alliance will provide
APF with an additional source of capital on favorable terms. It is management's
desire to grow its ability to make triple-net lease and mortgage financings and
to expand the financial services offered to the restaurant industry.
Distributions
During the years ended December 31, 1999, 1998 and 1997, the Company
generated cash from operations (which includes cash received from tenants and
interest and other income received, less cash paid for operating expenses) of
$307,261,214, $39,116,275 and $17,076,214, respectively. Based primarily on cash
from operations, the Company declared and paid distributions to its stockholders
of $60,078,825, $39,449,149 and $16,854,297 during the years ended December 31,
1999, 1998 and 1997, respectively. In addition, on each of January 1, February 1
and March 1, 2000, the Company declared distributions to its stockholders of
$5,527,461, payable in March 2000. For the years ended December 31, 1999, 1998
and 1997, approximately 97 percent, 85 percent and 93 percent, respectively, of
the distributions received by stockholders were considered to be ordinary income
and approximately three percent, 15 percent and seven percent, respectively,
were considered a return of capital for federal income tax purposes. However, no
amounts distributed or to be distributed to the stockholders as of March 11,
2000, are required to be or have been treated by the Company as a return of
capital for purposes of calculating the stockholders' return on their invested
capital.
Amounts Due To Related Parties
During the years ended December 31, 1999, 1998 and 1997, and prior to
the acquisition of the Advisor (see "Mergers") the Advisor and its affiliates
incurred on behalf of the Company $124,031, $4,228,480 and $2,351,244,
respectively, for certain offering expenses, $579,206, $1,113,580 and $514,908,
respectively, for certain acquisition expenses, and $4,438,798, $924,683 and
$368,516, respectively, for certain operating expenses. As of December 31, 1999
and 1998, the Company owed its affiliates $1,809,237 and $1,608,670,
respectively, for such amounts, unpaid fees and administrative expenses
(including services for accounting; financial, tax and regulatory compliance and
reporting; lease and loan compliance; stockholder distributions and reporting;
due diligence and marketing; and investor relations) and for soliciting dealer
servicing fees. As of March 11, 2000, the Company had reimbursed all such
amounts. In addition, as of December 31, 1999, the Company held an obligation
under a capital lease with an affiliate of $8,817,692 relating to office space
occupied by the Company.
Terminated Mergers
On March 11, 1999, the Company entered into agreements to acquire the
18 CNL Income Funds whose Properties are substantially the same type as the
Company's. In connection with these agreements, the Company agreed to issue up
to 30.5 million Shares of common stock, after restatement for the one-for-two
reverse stock split. On June 3, 1999, the general partners, on behalf of CNL
Income Funds XVII and XVIII, and the Company agreed that it would be in the best
interests of CNL Income Funds XVII and XVIII and the Company that the Company
not attempt to acquire CNL Income Funds XVII and XVIII in the acquisition.
Therefore, in June 1999, the Company entered into termination agreements with
CNL Income Funds XVII and XVIII.
On March 1, 2000, the Company announced that it had entered into
termination agreements with the remaining 16 CNL Income Funds. This decision was
based on a number of factors including, concern of the general partners of the
CNL Income Funds that, in light of the market conditions relating to publicly
traded real estate investment trusts generally ("REITS"), the potential 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. Due to the general
partners' reluctance to recommend the transaction to the limited partners of the
CNL Income Funds, the Company believed that pursuing the transaction without an
unequivocal recommendation of the CNL Income Funds' general partners would not
result in a favorable vote, and that therefore the continued pursuit of the
acquisition by the Company would not be in the best interests of its
stockholders. Furthermore, a primary objective of the Company for acquiring the
CNL Income Funds was to significantly increase its asset base for the purpose of
listing its Shares on the New York Stock Exchange and potentially, by virtue of
size, create an institutional investor following. In light of the current market
conditions relating to publicly traded REITS, the Company believes that
increasing its size would not provide it with such following and would not
provide the Company with access to capital on favorable terms. Therefore, being
forced to list at this time, which is a condition to closing the acquisition of
the CNL Income Funds, would not, in the opinion of the Company, produce the
results the Company had initially envisioned at the time the merger agreements
were executed.
On May 11, 1999, four limited partners in several CNL Income Funds
served a lawsuit against the general partners of the CNL Income Funds and the
Company in connection with the proposed merger with the CNL Income Funds. On
July 8, 1999, the plaintiffs amended the complaint to add three additional
limited partners as plaintiffs. Additionally, on June 22, 1999 a limited partner
in certain of the CNL Income Funds served a lawsuit against the Company, the
Advisor, certain of its affiliates and the CNL Income Funds in connection with
the proposed merger.
On September 23, 1999, the judge assigned to the two cases entered an
order consolidating the two cases. Pursuant to this order the plaintiffs in
these cases filed a consolidated and amended complaint on November 8, 1999.
Various defendants, including the Company, filed a motion to dismiss the
consolidated complaint on December 28, 1999. The Company and the general
partners of the CNL Income Funds believe that the lawsuits are without merit and
intend to defend vigorously against the claims.
Results of Operations
Revenues
During the years ended December 31, 1999, 1998 and 1997, the Company
earned $61,907,812, $33,129,661 and $15,490,615, respectively, in rental income
from operating leases and earned income from direct financing leases from 661,
409 and 244 Properties, respectively, and 74, 35 and 29 Secured Equipment Leases
structured as leases, respectively. The increase during 1999 and 1998, each as
compared to the previous year, was attributable to the Company investing in
additional Properties and Secured Equipment Leases during 1999 and 1998. The
increase in rental and earned income was slightly offset by the fact that the
leases of 12 Boston Market Properties were rejected in 1998 in connection with
the tenants filing for bankruptcy, as described below.
During 1998, Boston Chicken, Inc. and its affiliates, which at that
time leased 31 Boston Market Properties from the Company, filed a voluntary
petition for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code.
As a result of these bankruptcy filings, the tenants had the legal right to
either reject or affirm one or more of their leases with the Company. As of
March 11, 2000, of the 28 Properties remaining in the Company's portfolio
relating to these tenants (excluding Properties sold), the Company had re-leased
five Properties to new tenants, had ceased receiving rental payments for six
Properties, the leases of which had been rejected and which remained vacant, and
continued to receive rental payments for 17 Properties. While the tenants have
not rejected or affirmed the remaining 17 leases, there can be no assurance that
some or all of these leases will not be rejected in the future. The lost
revenues that would result from the six vacant Properties remaining in the
portfolio whose leases were rejected and in the event the remaining 17 leases
are rejected could have an adverse effect on the liquidity and results of
operations of the Company, if the Company is unable to re-lease or sell the
Properties in a timely manner. Currently, the Company is actively marketing the
six Properties with rejected leases to existing and prospective clients and
local and regional restaurant operators. The Company recorded provisions for
losses relating to some of these vacant Properties, as described below in
"Provisions for Losses on Assets."
The Company earned $6,651,774, $3,085,518 and $2,010,500 in interest
income from Mortgage Loans and Secured Equipment Leases structured as loans
during the years ended December 31, 1999, 1998 and 1997, respectively. The
increase in interest income from Mortgage Loans and Secured Equipment Leases
during the years ended December 31, 1999 and 1998, each as compared to the
previous year, was attributable to the Company investing in additional loans in
1999 and 1998.
During the years ended December 31, 1999, 1998 and 1997, the Company
earned $6,683,372, $5,899,028 and $1,931,331, respectively, in investment and
interest income from investments in franchise loan certificates, residual
interests in loan sales, money market accounts or other short-term, highly
liquid investments. The increase in investment and interest income during the
years ended December 31, 1999 and 1998, each as compared to the previous year,
was primarily attributable to the acquisition of certain investment securities
and residual interests in securitizations during 1999 and 1998.
Because the Company expects to continue to acquire Properties and
invest in Mortgage Loans and Secured Equipment Leases, and because certain
Properties were under construction as of December 31, 1999, revenues for the
year ended December 31, 1999 represent only a portion of revenues which the
Company is expected to earn in future periods.
Expenses
Operating expenses, including depreciation and amortization expense,
were $115,762,527, $9,408,957 and $3,862,024 for the years ended December 31,
1999, 1998 and 1997, respectively . Total operating expenses increased primarily
as a result of a $76,333,516 charge related to the cost incurred in acquiring
the Advisor from a related party during 1999 (see "Liquidity and Capital
Resources - Mergers"). On September 1, the Company acquired the Advisor and
became internally managed. Effective September 1, 1999, the advisory fee,
acquisition fees and other fees previously paid to the Advisor were replaced
with the actual personnel and other operating costs associated with being
internally managed. Costs relating to acquisitions and development activities
have been capitalized in accordance with generally accepted accounting
principles.
The increase in operating expenses for the years ended December 31,
1999 and 1998 was also partially due to the fact that the Company incurred
$6,798,803 and $157,054 in transaction costs during the years ended December 31,
1999 and 1998, respectively, related to the mergers as described above in
"Liquidity and Capital Resources - Terminated Mergers." In addition, the Company
invested in additional Properties, Mortgage Loans and Secured Equipment Leases
during 1999 and 1998, which resulted in increased depreciation expense.
Depreciation expense is expected to increase as the Company invests in
additional Properties and Mortgage Loans. In addition, the increase in operating
expenses during 1999 as compared to 1998 and 1997, is a result of the increase
in the level of borrowings during 1999 to invest in Properties and Mortgage
Loans, which resulted in incurring approximately $11 million in interest
expense. During 1998 and 1997, all interest costs were capitalized.
Loss on Sale of Assets
As a result of the sale of certain assets, as described above in
"Liquidity and Capital Resources" the Company recognized a loss of $1,851,838
during 1999. No gains or losses were recorded for financial reporting purposes
relating to the sale of assets during the years ended December 31, 1998 and
1997.
Provisions for Losses on Assets
During the years ended December 31, 1999 and 1998, the Company recorded
provisions for losses on land, buildings and direct financing leases totaling
$7,779,195 and $611,534, respectively, for financial reporting purposes. The
tenants of these Properties experienced financial difficulties and ceased
payment of rents under the terms of their lease agreements. The allowances
represent the difference between the carrying value of the Properties at
December 31, 1999 and 1998 and the estimated net realizable value for these
Properties. No provisions were recorded at December 31, 1997.
Summary of New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively, referred to as
derivatives), and for hedging activities. The Statement requires the recognition
of all derivatives as either assets or liabilities in the balance sheet and
measurement of those instruments at fair value. In June 1999, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
No. 137, "Accounting for Derivative Instruments and Hedging Activities --
Deferral of the Effective Date of FASB Statement No. 133, an Amendment of FASB
Statement No. 133." Statement No. 137 defers the effective date of Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" for one
year. Statement No. 133, as amended is now effective for all fiscal quarters of
all fiscal years beginning after June 15, 2000. The Company will adopt this
statement in the third quarter of 2000. The Company does not expect the adoption
of this statement to have a material impact on the financial statements.
Overview of Year 2000 Problem
The year 2000 problem concerned the inability of information and
non-information technology systems to properly recognize and process
date-sensitive information beyond January 1, 2000. The failure to accurately
recognize the year 2000 could have resulted in a variety of problems from data
miscalculations to the failure of entire systems.
Status
Prior to the acquisition of CNL Fund Advisors, Inc. (the "Advisor") by
the Company in September 1999, the Company had no information and
non-information technology systems. Upon the acquisition of the Advisor, the
Company acquired the information and non-information technology systems of the
Advisor. In early 1998, the Advisor and its affiliates formed a year 2000
committee ("the Y2K Team") that assessed the readiness of any systems that were
date sensitive and completed upgrades for the hardware equipment and software
that were not year 2000 compliant, as necessary. The cost for these upgrades was
approximately $5,000. The Company does not expect to incur any additional costs
in connection with the year 2000 remedial measures. In addition, the Y2K Team
requested and received certifications of compliance from other companies with
which the Company and its affiliates have material third party relationships.
In assessing the risks presented by the year 2000 problem, the Y2K Team
identified potential worst case scenarios involving the future of the
information and non-information technology systems used by the Company's
transfer agent, financial institutions and tenants. As of January 14, 2000, the
Company and its affiliates had tested the information and non-information
technology systems used by the Company and have not experienced material
disruption or other significant problems. In addition, as of March 11, 2000, the
Company was not aware of any material year 2000 problems relating to information
and non-information technology systems of third parties with which the Company
maintains material relationships, including those of the Company's transfer
agent, financial institutions and tenants. In addition, in the Company's
interactions with its transfer agent, financial institutions and tenants, the
systems of these third parties have functioned normally. Until the Company's
first distribution in 2000 and the delivery of the information by the transfer
agent to stockholders in early 2000, the Company will continue to monitor the
year 2000 compliance of the transfer agent. In addition, the Company will
continue to monitor the systems used by and to maintain contact with third
parties with which the Company has material relationships with respect to year
2000 compliance and any year 2000 issues that may arise at a later date. The
Company will develop contingency plans relating to ongoing year 2000 issues at
the time that such issues are identified and such plans are deemed necessary.
Based on the information provided to the Y2K Team, the upgrades and
remedial measures by the Company and its affiliates, and the normal functioning
to date of information and non-information technology systems used by the
Company and those third parties, the Company does not foresee significant risks
associated with its year 2000 compliance at this time. However, there can be no
assurance that the Company and its affiliates or any third parties will not have
ongoing year 2000 issues that may have adverse effects on the Company.
Quantitative and Qualitative Disclosures About Market Risk
The Company has provided fixed rate Mortgage Loans and equipment
financing to borrowers. The Company has also invested in Certificates with fixed
and adjustable rates. Management believes that the estimated fair value of the
Mortgage Loans, equipment financing and Certificates at December 31, 1999
approximated the outstanding principal amounts. The Company is exposed to equity
loss in the event of changes in interest rates.
Additional information related to this item is incorporated by reference
from "Interest Rate Risk."
Forward Looking Statements
The information in this Management's Discussion and Analysis of
Financial Conditions and Results of Operations, including, without limitation,
the Overview Year 2000 Problem disclosure and the Quantitative and Qualitative
Disclosures About Market Risk that are not historical facts, may be
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements generally are characterized by the use of terms such as "believe,"
"expect" and "may." Although the Company believes that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions, the Company's actual results could differ materially from those set
forth in the forward-looking statements. Factors that might cause such a
difference include: changes in general economic conditions, changes in real
estate conditions, availability of capital from borrowings under the Company's
credit facilities, the availability of other debt and equity financing
alternatives, increases in interest rates under the Company's Credit Facility,
Mortgage Warehouse Facility, Secured Credit Facility and under any additional
variable rate debt arrangements that the Company may enter into the future, the
ability of the Company to refinance amounts outstanding under its credit
facility at maturity on terms favorable to the Company, the ability of the
Company to locate suitable tenants for its restaurant properties and borrowers
for its mortgage loans, the ability of tenants and borrowers to make payments
under their respective leases, secured equipment leases or mortgage loans, the
ability of the Company to re-lease properties that are currently vacant or that
become vacant, and the ability of the Company to securitize mortgage loans on a
favorable and timely basis. Given these uncertainties, readers are cautioned not
to place undue reliance on such statements.
Item 7a. Quantitative and Qualitative Disclosures About Market Risk
This information is described above in Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations.
Report of Independent Certified Public Accountants
To the Board of Directors and Stockholders of
CNL American Properties Fund, Inc.
In our opinion, the consolidated financial statements listed in the accompanying
index appearing under item 14(a)1 present fairly, in all material respects, the
financial position of CNL American Properties Fund, Inc. (a Maryland
corporation) and its subsidiaries at December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States. In addition, in our opinion, the
financial statement schedules listed in the accompanying index appearing under
item 14(a)2 present fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial
statements. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements in
accordance with auditing standards generally accepted in the United States,
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 the opinion expressed above.
Orlando, Florida
February 12 except for Note 16 for which the date is March 1, 2000
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
1999 1998
--------------- ---------------
ASSETS
Land, buildings and equipment on operating leases, less
accumulated depreciation and allowance for loss $ 681,210,344 $ 393,339,334
Net investment in direct financing leases, less allowance for 145,743,195 91,675,650
loss
Mortgage loans held for sale 63,466,474 --
Mortgage notes receivable -- 19,631,693
Equipment and other notes receivables 42,748,420 19,377,380
Other investments 75,806,738 18,208,554
Cash and cash equivalents 46,011,592 123,199,837
Receivables, less allowance for doubtful accounts
of $2,660,069 and $1,069,024, respectively 3,329,557 526,650
Accrued rental income 8,116,794 3,959,913
Due from related parties 1,315,721 --
Goodwill, less accumulated amortization 45,013,556 --
Intangibles and other assets 25,430,402 10,433,002
---------------- -----------------
$1,138,192,793 $ 680,352,013
================ =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Line of credit $ 248,000,000 $ 10,143,044
Note payable 140,504,000 --
Mortgage warehouse facility 30,749,540 --
Accrued construction costs payable 17,566,758 4,170,410
Accounts payable and accrued expenses 8,833,695 1,035,436
Due to related parties 10,626,929 1,608,670
Other payables 8,700,414 2,302,350
---------------- -----------------
Total liabilities 464,981,336 19,259,910
---------------- -----------------
Minority interests 997,353 281,817
---------------- -----------------
Commitments and Contingencies (Note 15)
Stockholders' equity:
Preferred stock, without par value. Authorized
and unissued 3,000,000 Shares -- --
Excess Shares, $0.01 par value per share.
Authorized and unissued 78,000,000 Shares -- --
Common stock, $0.01 par value per share. Authorized
62,500,000 Shares, issued 43,533,221 and 37,372,684
Shares, respectively, outstanding 43,495,919 and
37,337,927 Shares, respectively 434,958 373,379
Capital in excess of par value 791,418,955 669,983,438
Accumulated other comprehensive loss (177,119 ) --
Accumulated distributions in excess of net earnings (119,462,690 ) (9,546,531 )
---------------- -----------------
Total stockholders' equity 672,214,104 660,810,286
---------------- -----------------
$1,138,192,793 $ 680,352,013
================ =================
See accompanying notes to consolidated financial statements.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
1999 1998 1997
-------------- -------------- -------------
Revenues:
Rental income from operating leases $ 49,755,374 $ 26,688,864 $ 12,457,200
Earned income from direct financing leases 12,152,438 6,440,797 3,033,415
Interest income from mortgage loans,
equipment and other notes receivables 6,651,774 3,085,518 2,010,500
Investment and interest income 6,683,372 5,899,028 1,931,331
Other income 257,639 72,830 25,487
--------------- --------------- --------------
75,500,597 42,187,037 19,457,933
--------------- --------------- --------------
Expenses:
General operating and administrative 8,829,861 2,798,481 1,010,725
Interest expense 10,205,197 -- --
Asset management fees to related party 2,343,307 1,851,004 804,879
State and other taxes 905,700 548,320 251,358
Depreciation and amortization 10,346,143 4,054,098 1,795,062
Transaction costs 6,798,803 157,054 --
Advisor acquisition expense 76,333,516 -- --
--------------- --------------- --------------
115,762,527 9,408,957 3,862,024
--------------- --------------- --------------
Earnings/(Losses) Before Minority Interest in Income
of Consolidated Joint Ventures, Equity in Earnings
of Unconsolidated Joint Venture, Loss on
Sale of Assets and Provision for Losses on Assets (40,261,930 ) 32,778,080 15,595,909
Minority Interest in Income of
Consolidated Joint Ventures (41,678 ) (30,156 ) (31,453 )
Equity in Earnings of Unconsolidated Joint Venture 97,307 16,018 --
Loss on Sale of Assets (1,851,838 ) -- --
Provision for Losses on Assets (7,779,195 ) (611,534 ) --
--------------- --------------- --------------
Net Earnings/(Loss) $ (49,837,334 ) $ 32,152,408 $ 15,564,456
=============== =============== ==============
Earnings/(Loss) Per Share of Common
Stock (Basic and Diluted) $ (1.26 ) $ 1.21 $ 1.33
=============== =============== ==============
Weighted Average Number of Shares
of Common Stock Outstanding 39,402,941 26,648,219 11,711,934
=============== =============== ==============
See accompanying notes to consolidated financial statements.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
Years Ended December 31, 1999, 1998 and 1997
Accumulated Accumulated
distributions other
Common stock Capital in in excess compre-
Number Par excess of of net hensive Comprehensive
of Shares value par value earnings income (loss) Total income (loss)
----------- ---------- -------------- ------------- ------------- ------------- -------------
Balance at December 31, 1996 6,972,358 $ 69,723 $123,757,653 $ (959,949 ) $ -- $122,867,427 $ --
Subscriptions received for com-
mon stock through public
offerings and distribution 11,124,128 111,242 222,371,318 -- -- 222,482,560 --
reinvestment plan
Stock issuance costs -- -- (22,422,045 ) -- -- (22,422,045 ) --
Net earnings -- -- -- 15,564,456 -- 15,564,456 --
Distributions declared and
paid ($1.49 per share) -- -- -- (16,854,297 ) -- (16,854,297 ) --
----------- ---------- -------------- ------------- ------------- ------------- -------------
Balance at December 31, 1997 18,096,486 180,965 323,706,926 (2,249,790 ) -- 321,638,101 --
Subscriptions received for com-
mon stock through public
offerings and distribution 19,276,198 192,762 385,331,204 -- -- 385,523,966 --
reinvestment plan
Retirement of common stock (34,757 ) (348 ) (639,180 ) -- -- (639,528 ) --
Stock issuance costs -- -- (38,415,512 ) -- -- (38,415,512 ) --
Net earnings -- -- -- 32,152,408 -- 32,152,408 --
Distributions declared and
paid ($1.52 per share) -- -- -- (39,449,149 ) -- (39,449,149 ) --
----------- ---------- -------------- ------------- ------------- ------------- -------------
Balance at December 31, 1998 37,337,927 373,379 669,983,438 (9,546,531 ) -- 660,810,286 --
Subscriptions received for
common stock through
public offering 10,537 105 210,631 -- -- 210,736 --
Stock issuance costs -- -- (1,662,749 ) -- -- (1,662,749 ) --
Common stock issued
through merger 6,150,000 61,500 122,938,500 -- -- 123,000,000 --
Net loss -- -- -- (49,837,334 ) -- (49,837,334 ) (49,837,334)
Other comprehensive loss,
market revaluation on
available for sale
securities -- -- -- -- (177,119 ) (177,119 ) (177,119)
Retirement of common stock (2,545 ) (26 ) (50,865 ) -- -- (50,891 ) --
Distributions declared and
paid ($1.52 per share) -- -- -- (60,078,825 ) -- (60,078,825 ) --
----------- ---------- -------------- ------------- ------------- ------------- -------------
Balance at December 31, 1999 43,495,919 $ 434,958 $791,418,955 $(119,462,690) $ (177,119 ) $672,214,104 $(50,014,453)
=========== ========== ============== ============= ============= ============= =============
See accompanying notes to consolidated financial statements.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended December 31,
1999 1998 1997
-------------- ------------- --------------
Cash Flows from Operating Activities:
Net earnings/(Loss) $ (49,837,334 ) $32,152,408 $15,564,456
--------------- -------------- --------------
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 8,670,140 4,042,290 1,784,268
Amortization 1,676,003 11,808 10,794
Advisor acquisition expense 76,333,516 -- --
Provision for losses on assets 7,779,195 611,534 --
Provision for uncollectible mortgage notes 988,561 636,614 --
Provision for uncollectible equipment
notes receivable 1,000,000 -- --
Valuation allowance 551,011 -- --
Loss on sale of assets 1,851,837 -- --
Equity in earnings of joint venture,
net of distributions 28,503 (15,440 ) --
Proceeds from sale of loans 294,227,564 -- --
Proceeds from securitization transaction 257,812,474 -- --
Purchase of other investments (31,247,213 ) -- --
Investment in mortgage notes receivable (266,302,331 ) -- --
Collection on mortgage notes receivable 2,072,604 -- --
Decrease (increase) in receivables (5,296,996 ) 262,958 (905,339 )
Decrease in net investment in direct financing leases 3,529,960 1,971,634 1,130,095
Increase in accrued rental income (4,156,881 ) (2,187,652 ) (1,350,185 )
Increase in intangibles and other assets (859,829 ) (29,477 ) (6,869 )
Increase in accounts payable and accrued expenses 5,805,586 404,161 153,223
Increase in due to related parties, excluding
reimbursement of acquisition and stockstock issuance
issuance costs paid on behalf of the Company 958,461 31,255 15,466
Increase in rents paid in advance 203,974 436,843 398,528
Increase in deferred rental income 2,865,041 693,372 221,727
Increase (decrease) in other payables (1,434,310 ) 63,811 28,597
Increase in minority interest 41,678 30,156 31,453
--------------- -------------- --------------
Total adjustments 357,098,548 6,963,867 1,511,758
--------------- -------------- --------------
Net Cash Provided by Operating Activities 307,261,214 39,116,275 17,076,214
--------------- -------------- --------------
Cash Flows from Investing Activities:
Additions to land and buildings on operating leases (286,411,210 ) (200,101,667 ) (143,542,667 )
Investment in direct financing leases (63,663,720 ) (47,115,435 ) (39,155,974 )
Proceeds from sale of assets 7,555,199 2,385,941 7,251,510
Investment in mortgage notes receivable (4,041,427 ) (2,886,648 ) (4,401,982 )
Collection on mortgage notes receivable 393,468 291,990 250,732
Investment in equipment notes receivable (26,963,918 ) (7,837,750 ) (12,521,401 )
Collection on equipment notes receivable 3,500,599 1,263,633 --
Investment in joint venture (187,452 ) (974,696 ) --
Purchase of other investments -- (16,083,055 ) --
Redemption of (investment in) certificates of deposit 2,000,000 -- (2,000,000 )
Increase in intangibles and other assets (1,862,036 ) (6,281,069 ) --
--------------- -------------- --------------
Net cash used in investing activities (369,680,497 ) (277,338,756 ) (194,119,782 )
--------------- -------------- --------------
See accompanying notes to consolidated financial statements.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
Year Ended December 31,
1999 1998 1997
-------------- ------------- --------------
Cash Flows from Financing Activities:
Reimbursement of acquisition and stock
issuance costs paid by related parties on
behalf of the Company (1,492,310 ) (4,574,925 ) (2,857,352 )
Proceeds from borrowings on line of credit and note 439,941,245 7,692,040 19,721,804
payable
Payment on line of credit (61,580,289 ) (8,039 ) (20,784,577 )
Proceeds from borrowings on mortgage warehouse facility 27,101,067 -- --
Payments on mortgage warehouse facility (352,808,966 ) -- --
Contribution from minority interest of
consolidated joint venture 740,621 -- --
Subscriptions received from stockholders 210,736 385,523,966 222,482,560
Retirement of Shares of common stock (50,891 ) (639,528 ) --
Distributions to minority interest (66,763 ) (34,073 ) (34,020 )
Distributions to stockholders (60,078,825 ) (39,449,149 ) (16,854,297 )
Payment of stock issuance costs (737,190 ) (34,579,650 ) (19,542,862 )
Payment of loan costs (5,947,397 ) -- --
Other -- (95,101 ) 49,001
--------------- -------------- --------------
Net cash provided by/used for financing activities (14,768,962 ) 313,835,541 182,180,257
--------------- -------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents (77,188,245 ) 75,613,060 5,136,689
Cash and Cash Equivalents at Beginning of Year 123,199,837 47,586,777 42,450,088
--------------- -------------- --------------
Cash and Cash Equivalents at End of Year $ 46,011,592 $ 123,199,837 $47,586,777
=============== ============== ==============
Supplemental Schedule of Non-Cash Investing
and Financing Activities:
Related parties paid certain acquisition and stock
issuance costs on behalf of the Company as follows:
Acquisition costs $ 579,206 $ 1,113,580 $ 514,908
Stock issuance costs 124,031 4,228,480 2,351,244
--------------- -------------- --------------
$ 703,237 $ 5,342,060 $ 2,866,152
=============== ============== ==============
Capital lease obligation incurred for the lease
of the Company's office space and furniture $ 10,056,645 $ -- $ --
=============== ============== ==============
Detail of Acquisitions:
During the year ended December 31, 1999, the Company issued 3,800,000
Shares of common stock ($76,000,000) to acquire the net assets of CNL
Fund Advisors, Inc. and its subsidiary. During the year ended December
31, 1999, the Company also issued 2,350,000 Shares of common stock
($47,000,000) to acquire the net assets of CNL Financial Services, Inc.
and CNL Financial Corporation and its subsidiaries.
See accompanying notes to consolidated financial statements.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 1999, 1998 and 1997
1. Significant Accounting Policies:
CNL American Properties Fund, Inc. was organized in Maryland on May 2,
1994 and is a self-administered real estate investment trust ("REIT").
The term "Company" includes, unless the context otherwise requires, CNL
American Properties Fund, Inc. and its direct and indirect
subsidiaries. These subsidiaries include CNL APF Partners, LP, a
Delaware limited partnership formed in May 1998, and CNL APF GP Corp.
and CNL APF LP Corp., the general and limited partner, respectively, of
CNL APF Partners, LP. As a result of the merger on September 1, 1999
(see Note 12), the Company's subsidiaries also include CNL Fund
Advisors, Inc., CNL Financial GP Holding Corp., CNL Financial LP
Holding, LP, CNL Financial Services GP Corp. and CNL Financial
Services, LP. The Company offers financial, development, advisory and
other real estate services to operators of selected national and
regional fast food, family-style and casual dining restaurant chains.
Principles of Consolidation - The Company accounts for its 85.47% and
73.43% interests in CNL/Corral South Joint Venture and CNL/Chevys
Annapolis Joint Venture, respectively, using the consolidation method.
Minority interests represent the minority joint venture partners'
proportionate share of the equity in the Company's consolidated joint
ventures. All significant intercompany balances and transactions have
been eliminated. The Company accounts for its 59.22% interest in
CNL/Lee Vista Joint Venture using the equity method because it Shares
control with the other joint venture partner.
At December 31, 1999 and 1998, the difference between the Company's
carrying amount of its investment in joint venture and the underlying
equity in net assets of the joint venture was $75,954 and $104,698,
respectively, less accumulated amortization of $2,899 and $1,013,
respectively. This amount is being amortized on a straight-line basis
over 30 years, the term of the joint venture agreement.
Real Estate and Lease Accounting - The Company records the acquisition
of land, buildings and equipment at cost, including acquisition and
closing costs. In addition, interest costs incurred during construction
are capitalized. Land and buildings are leased to unrelated third
parties generally on a triple-net basis, which means that the tenant is
responsible for all operating expenses relating to the Property,
including property taxes, insurance, maintenance and repairs. In
addition, the Company offers equipment financing through leases or
loans. The property leases and secured equipment leases are accounted
for using either the direct financing or the operating method. Such
methods are described below:
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
1. Significant Accounting Policies - Continued:
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) (see Note 3). Unearned income is deferred
and amortized to income over the lease terms so as to produce
a constant periodic rate of return on the Company's net
investment in the leases.
Operating method - Land, building and secured equipment 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 and equipment
are depreciated on the straight-line method over their
estimated useful lives of 30 and seven years, respectively.
When scheduled rentals (including rental payments, if any,
required during the construction of a Property) vary during
the lease term, income is recognized on a straight-line basis
so as to produce a constant periodic rent over the lease term
commencing on the date the property is placed in service.
Accrued rental income represents the aggregate amount of
income recognized on a straight-line basis in excess of
scheduled rental payments to date. In contrast, deferred
rental income represents the aggregate amount of 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.
When the properties or equipment are sold, the related cost and
accumulated depreciation for operating leases and the net investment
for direct financing leases, plus any accrued rental income or deferred
rental income, will be removed from the accounts and any gains or
losses from sales will be reflected in operations. Management reviews
its properties 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 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.
Mortgage Loan Origination Fees and Costs - The Company accounts for
loan origination fees and costs incurred in connection with mortgage
loans, equipment and other notes receivable in accordance with
Statement of Financial Accounting Standards No. 91, "Accounting for
Nonrefundable Fees and Costs Associated with Originating or Acquiring
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
1. Significant Accounting Policies - Continued:
Loans and Initial Direct Costs of Leases." This statement requires the
deferral of loan origination fees and the capitalization of direct loan
costs. The costs capitalized, net of the fees deferred, are amortized
to interest income as an adjustment of yield over the life of the
loans. Loan origination fees and costs related to mortgage loans held
for sale are deferred until the related loan is sold.
The unpaid principal and accrued interest on the mortgage loans, plus
the unamortized balance of such fees and costs are included in mortgage
loans held for sale (see Note 4). The valuation allowance on mortgage
notes is established whenever it appears that future collection of
principal on specific mortgage notes appears doubtful. The valuation
allowance on mortgage notes represents the difference between the
carrying value at December 31 and the net realizable value management
expects to receive relating to the mortgage loan.
Other Investments - The Company determines the appropriate
classification of other investments at the time of purchase and
re-evaluates such designation at each balance sheet date. Investments
classified as held to maturity are carried at their amortized cost
(which approximates market value). Investments classified as available
for sale securities are stated at fair market value. The market value
adjustment is included in the accumulated other comprehensive loss.
Investments classified as trading securities are recorded at the lower
of cost or market, using the aggregate loan basis. The Company
recognizes interest income using the effective interest method.
Cash and Cash Equivalents - The Company 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, money market funds (some of which are
backed by government securities) and certificates of deposit (with
maturities of three months or less when purchased). Cash equivalents
are stated at cost plus accrued interest, which approximates market
value.
Cash accounts maintained on behalf of the Company in demand deposits at
commercial banks, money market funds and certificates of deposit may
exceed federally insured levels; however, the Company has not
experienced any losses in such accounts. The Company limits investment
of cash to financial institutions with high credit standing; therefore,
management believes it is not exposed to any significant credit risk on
cash and cash equivalents.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
1. Significant Accounting Policies - Continued:
Derivative Financial Instruments - The Company uses derivative
financial instruments to manage interest rate exposures that exist as a
part of its ongoing business operations. The portfolio of fixed-rate
mortgage loans held for sale through securitization is funded on an
interim basis by the Company's variable rate mortgage warehouse
facility. The Company hedges against fluctuations in interest rates.
The Company does not hold or issue derivative financial instruments for
speculative trading purposes. The instruments used are interest rate
contracts. The Company intends to terminate these contracts upon
securitization of the fixed-rate mortgage loans. At this time, both the
gain or loss on the sale of the loans and the gain or loss on the
termination of the interest rate contracts will be measured and
recognized in the statement of operations.
The Company would be exposed to credit loss in the event of
nonperformance by the counterparties to the interest rate contracts.
The Company minimizes its credit risk on these transactions by only
dealing with leading, creditworthy financial institutions and,
therefore, does not anticipate nonperformance.
Servicing Rights - The Company securitizes its mortgage notes
receivable. Concurrent with these securitizations, the servicing rights
related to these securitized mortgage notes receivable were granted to
CNL Financial Services, LP (CFS), a subsidiary of the Company. CFS
receives a percentage, based on monthly maximum outstanding balances,
annually in exchange for servicing the securitized mortgage notes
receivable. The outstanding principal balance of the serviced
securitized mortgage notes receivable was $533,416,784 as of December
31, 1999.
CFS also has servicing rights to loans sold through its loan sale
facility. CFS receives a percentage, based on either aggregate or
maximum monthly outstanding balances, annually in exchange for
servicing the loan sale facility. The outstanding principal balance of
the loan sale facility was $169,185,574 as of December 31, 1999.
Goodwill - Goodwill represents the excess purchase price and related
costs over the fair value assigned to the net assets/liabilities of CNL
Financial Services, Inc. and CNL Financial Corporation and its
subsidiaries acquired on September 1, 1999 (see Note 14). Goodwill is
amortized on a straight-line basis over 20 years. The Company reviews
goodwill for impairment in accordance with Statement of Financial
Accounting Standards No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
1. Significant Accounting Policies - Continued:
Lived Assets to be Disposed Of." The measurement of possible impairment
is based primarily on the ability to recover the balance of the
goodwill from expected future operating cash flows on an undiscounted
basis. In management's opinion, no material impairment exists at
December 31, 1999.
Loan Costs - Intangibles and other assets include loan costs incurred
in connection with the Company's line of credit that have been
capitalized and are being amortized over the term of the loan
commitment using the straight-line method which approximates the
effective interest method. Income or expense associated with interest
rate swap agreements related to the line of credit is recognized on the
accrual basis as earned or incurred through an adjustment to interest
expense. Loan costs are included in intangibles and other assets in the
financial statements. As of December 31, 1999 and 1998, the Company had
aggregate gross loan costs of $6,048,031 and $100,634, respectively. As
of December 31, 1999 and 1998, accumulated amortization totaled
$977,789 and $88,000, respectively.
Income Taxes - The Company has made an election to be taxed as a REIT
under Sections 856 through 860 of the Internal Revenue Code of 1986, as
amended, and related regulations. The Company generally will not be
subject to federal corporate income taxes on amounts distributed to
stockholders, providing it distributes at least 95 percent of its REIT
taxable income and meets certain other requirements for qualifying as a
REIT.
Accordingly, no provision for federal income taxes has been made in the
accompanying consolidated financial statements. Notwithstanding the
Company's qualification for taxation as a REIT, the Company is subject
to certain state taxes on its income and property.
Earnings Per Share - Basic earnings per share are calculated based upon
net earnings (income available to common stockholders) divided by the
weighted average number of Shares of common stock outstanding during
the reporting period. The Company does not have any potentially
dilutive common Shares.
Change in Method of Reporting - The Company changed the method of
reporting cash flows from the direct to the indirect method for the
fiscal year ended December 31, 1999. The financial statements for the
prior periods presented have been restated to conform to this
presentation.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
1. Significant Accounting Policies - Continued:
Use of Estimates - Management of the Company has 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. Actual results could differ from those
estimates.
Reclassification - Certain items in the prior years' financial
statements have been reclassified to conform with the 1999
presentation. These reclassifications had no effect on stockholders'
equity or net earnings.
New Accounting Standards - In June 1998, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities."
The Statement establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives),
and for hedging activities. The statement requires the recognition of
all derivatives as either assets or liabilities in the balance sheet
and measurement of those instruments at fair value. In June 1999, the
Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 137, "Accounting for Derivative Instruments
and Hedging Activities -- Deferral of the Effective Date of FASB
Statement No. 133, an Amendment of FASB Statement No. 133." Statement
No. 137 defers the effective date of Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities" for one year. Statement
No. 133, as amended is now effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000. The Company will adopt this
statement in the third quarter of 2000. The Company does not expect the
adoption of this statement to have a material impact on the financial
statements.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
2. Land, Buildings and Equipment on Operating Leases:
Land, buildings and equipment on operating leases consisted of the
following at December 31:
1999 1998
------------------ -----------------
Land $330,002,516 $210,451,742
Buildings 336,439,361 169,708,652
Equipment 2,345,719 --
------------------ -----------------
668,787,596 380,160,394
Less accumulated depreciation (14,742,596 ) (6,242,782 )
------------------ -----------------
654,045,000 373,917,612
Construction in progress 31,822,051 20,033,256
------------------ -----------------
685,867,051 393,950,868
Less allowance for loss on
land and buildings (4,656,707 ) (611,534 )
------------------ -----------------
$681,210,344 $393,339,334
================== =================
Substantially all property leases have initial terms of 13 to 20 years
(expiring between 2006 and 2019) and provide for minimum rentals. In
addition, the majority of the property leases provide for contingent
rentals and/or scheduled rent increases over the terms of the leases.
Most leases also allow the tenant to purchase the property at the
greater of the Company's purchase price plus a specified percentage of
such purchase price or fair market value after a specified portion of
the lease has elapsed.
Some leases also provide for scheduled rent increases throughout the
lease term and/or rental payments during the construction of a property
prior to the date it is placed in service. Such amounts are recognized
on a straight-line basis over the terms of the leases commencing on the
date the property is placed in service. For the years ended December
31, 1999, 1998 and 1997, the Company recognized $5,143,552 (net of
$601,876 in reserves and $547,457 in reversals), $2,734,767 (net of
$351,177 in reserves and $666,596 in reversals) and $1,941,054,
respectively, of such rental income.
During 1999 and 1998, the Company sold five and three properties,
respectively, that were subject to operating leases, and received net
proceeds of approximately $4,327,873 and $2,386,000, respectively. The
sales in 1999 resulted in a loss of $781,192 for financial reporting
purposes. The net sales proceeds received in 1998 approximated the
carrying value of the Properties, resulting in no gain or loss. The
Company reinvested the proceeds from the sale of Properties in
additional Properties.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
2. Land, Buildings and Equipment on Operating Leases - Continued:
In 1999 and 1998, the Company recorded provisions for losses on land
and buildings totaling $4,045,173 and $611,534, respectively, for
financial reporting purposes relating to several Properties. The
tenants of these Properties experienced financial difficulties and
ceased payment of rents under the terms of their lease agreements. The
allowances represent the difference between the carrying value of the
properties at December 31, 1999 and 1998, and the estimated net
realizable value for these properties.
The following is a schedule of future minimum lease payments to be
received on the noncancellable operating leases at December 31, 1999:
2000 $54,736,625
2001 54,995,527
2002 55,832,397
2003 57,109,004
2004 59,002,716
Thereafter 695,342,944
------------------
$977,019,213
==================
These amounts also do not include minimum lease payments that will
become due when properties under development are completed (see Note
15).
3. Net Investment in Direct Financing Leases:
The following lists the components of net investment in direct
financing leases at December 31:
1999 1998
------------------ ------------------
Minimum lease payments
receivable $302,703,373 $186,515,403
Estimated residual values 33,029,911 17,680,858
Interest receivable from
secured equipment leases 167,502 81,690
Less unearned income (186,423,569 ) (112,602,301 )
Less allowance for loss on
direct financing leases (3,734,022 ) --
------------------ ------------------
Net investment in direct
financing leases $145,743,195 $91,675,650
================== ==================
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
3. Net Investment in Direct Financing Leases - Continued:
The secured equipment leases recorded as direct financing leases as of
December 31, 1999, provide for minimum rentals payable monthly and
generally have lease terms ranging from four to seven years. The
secured equipment leases generally include an option for the lessee to
acquire the equipment at the end of the lease term for a nominal fee.
The following is a schedule of future minimum lease payments to be
received on direct financing leases at December 31, 1999:
2000 $18,754,366
2001 18,609,410
2002 18,562,042
2003 18,459,385
2004 17,906,394
Thereafter 210,411,776
------------------
$302,703,373
==================
During 1999, the Company sold one property, that was subject to a
direct financing lease. The Company received net sale proceeds of
$974,560. The net sale proceeds approximated the carrying value of the
property, therefore, resulting in no gain or loss. The Company
reinvested the proceeds from the sale in an additional Property.
During the year ended December 31, 1999 the Company received proceeds
from various borrowers for the prepayment of 11 secured equipment
leases. The Company collected $2,252,766 which was approximately equal
to the net investment in the direct financing leases at the time of the
prepayment. As a result, no gain or loss was recognized for financial
reporting purposes.
The Company recorded provisions for losses on direct financing leases
totaling $3,734,022 at December 31, 1999 for financial reporting
purposes relating to several properties. The tenants of these
properties experienced financial difficulties and ceased payment of
rents under the terms of their lease agreements. The allowances
represent the difference between the carrying value of the properties
at December 31, 1999 and the estimated net realizable value for these
properties.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
4. Mortgage Loans Held for Sale:
The loans represent first mortgage loans on the land and/or building
comprising approximately $52.4 million in fixed-rate loans and
approximately $1.5 million in variable-rate loans. Variable rate
construction loans totaled approximately $9.6 million at December 31,
1999. The fixed-rate loans carry a weighted average interest rate of
9.97%. The variable-rate loans carry interest rates that adjust monthly
based on a 30-day LIBOR plus a margin (average interest rate was 10.5%
at December 31, 1999). The mortgage loans are being collected in
monthly installments with maturity dates ranging from 2000 to 2019. The
fixed-rate mortgage loans generally prohibit prepayment for certain
periods or require a prepayment penalty from the borrower. The
variable-rate mortgage loans generally have no prepayment restrictions.
Mortgage loans held for sale consisted of the following at December 31,
1999:
Outstanding principal $63,544,138
Accrued interest income 425,136
Deferred financing income (106,911 )
Unamortized loan costs 1,143,683
Valuation allowance (551,011 )
Provision for uncollectible
mortgage notes (988,561 )
----------------
$63,466,474
================
As of December 31, 1998, the Company had $19,631,693 in mortgage notes
receivable. During the third quarter of 1999, the Company transferred
all outstanding balances to mortgage loans held for sale.
Statement of Financial Accounting Standards No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities," establishes standards for the recognition and
derecognition of assets and liabilities subsequent to a transfer of
financial assets and extinguishment of the related liabilities. The
Company has applied this statement in accounting for the recent
securitization.
The Company believes, based on current terms, that the carrying values
of the mortgage notes held for sale at December 31, 1999 and the
mortgage notes receivable at December 31, 1998 approximates fair value,
net of the valuation allowance and provision for uncollectible mortgage
notes. Mortgage loans held for sale are stated at lower of cost or fair
market value, determined in the aggregate. The fair value of the
mortgage notes held for sale is estimated based on one of the following
methods: (i) quoted market prices or (ii) present value of the expected
cash flows.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
5. Equipment and Other Notes Receivable:
In 1999 and 1998, the Company entered into several promissory notes
with several borrowers for equipment and other financing for a total of
$26,470,671 and $5,887,512, respectively. The promissory notes are
collateralized by restaurant equipment. The promissory notes bear
interest at rates ranging from ten percent to 11 percent per annum and
are due in monthly installments with maturity dates ranging from 2000
to 2006.
Equipment and other notes receivable consisted of the following at
December 31:
1999 1998
--------------- ----------------
Outstanding principal $42,563,436 $19,100,118
Accrued interest income 1,120,767 119,113
Deferred financing income (24,365 ) (4,344 )
Unamortized loan costs 88,582 162,493
Provision for uncollectible notes
receivable (1,000,000 ) --
--------------- ----------------
$42,748,420 $19,377,380
=============== ================
Management believes that the estimated fair value of equipment and
other notes receivable at December 31, 1999 and 1998 approximates the
outstanding principal amount, net of the provision for uncollectible
notes receivable, based on estimated current rates at which similar
loans would be made to borrowers with similar credit and for similar
maturities.
6. Other Investments:
In August 1998 the Company acquired an investment in certain franchise
loan certificates ("the 1998 Certificates") issued in connection with a
mortgage loan securitization transaction sponsored by CNL Financial
Corporation, which was an affiliate prior to its acquisition by the
Company in 1999 (See Note 12). Certain of the 1998 Certificates bear
interest at an 8.4% pass through rate with an effective yield of
11.46%. Other 1998 Certificates bear interest at adjustable pass
through rates which generated an effective yield of 10.65% in 1999. In
1998, the Company classified these investments as available for sale
for accounting purposes and as of December 31, 1998 their carrying
value of $16,201,014 approximated fair value. During 1999, the Company
reassessed the classification of the 1998 Certificates and transferred
the certificates from the available for sale category to the held to
maturity category. The estimated fair value of the 1998 Certificates at
the transfer date of $16,199,792 approximated the carrying value
resulting
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
6. Other Investments - Continued:
in no gains or losses at the time of transfer. At December 31, 1999 the
carrying value of this investment was $16,201,732 which approximated
its fair value and its weighted average remaining term range from
approximately 14 to 16.5 years.
In connection with the merger on September 1, 1999 of the Company and
CNL Restaurant Financial Services Group (See Note 12), the Company
acquired investments in an interest only certificate and other residual
interests with a fair market value of $5,965,941. The interest only
certificate and the other residual interests are classified as
available for sale and are carried at fair market value based on
estimated discounted cash flows. The unrealized loss at December 31,
1999 was $177,119 and is shown as accumulated other comprehensive loss
on the consolidated balance sheet.
In August 1999 the Company created a $500 million loan sale facility
syndicated with two third parties. This facility permits the Company to
sell loans on a regular basis to a trust at an agreed upon advance
rate. As of December 31, 1999 the Company had sold loans with an
approximate principal balance of $300 million to the trust. The Company
retained a residual interest which is included in the accompanying
consolidated balance sheet as of December 31, 1999 as other investments
and is classified as a trading security and carried at its estimated
fair market value of $32,496,222.
Certain mortgage loans originated or purchased by the Company were
securitized in November 1999 and Franchise Loan Trust Certificates were
sold to investors. The securitization resulted in a loss of
approximately $1 million. The Company retained certain subordinated
investment securities, ("the 1999 Certificates"). The 1999 Certificates
totaling $21,142,843 at December 31, 1999 were recorded by allocating
the previous carrying amount of the mortgages between the assets sold
and the retained interests based on their relative fair values.
Approximately $7.7 million of the 1999 Certificates are classified as
available for sale and are carried at fair market value based on
estimated discounted cash flows. The remaining balance of approximately
$13.4 million of the 1999 Certificates have a weighted average
remaining term of approximately 18 years and are classified as held to
maturity. Their carrying amounts approximated their fair value at
December 31, 1999.
7. Line of Credit:
For the years ended December 31, 1999, 1998 and 1997, the Company
incurred interest costs (including amortization of loan costs) of
$14,094,524, $402,292 and $544,788, respectively, $3,889,327, $402,292
and $544,788, respectively, of which were capitalized as part of the
cost of buildings under construction. For the years ended December 31,
1999, 1998 and 1997, the Company paid interest of $10,937,309, $338,569
and $502,680, respectively.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
7. Line of Credit - Continued:
At December 31, 1998, the Company had a revolving $35,000,000 unsecured
line of credit with a bank which enabled the Company to receive
advances to provide equipment financing, to purchase and develop
properties and to fund mortgage loans. In June 1999, the Company
obtained a new unsecured revolving credit facility in an amount up to
$300,000,000 (the "Credit Facility"). In connection with obtaining the
amended Credit Facility, the Company incurred commitment fees, legal
fees and closing costs of $3,548,744. Interest on advances under the
Credit Facility is determined according to (i) a tiered rate structure
up to a maximum rate of 200 basis points above LIBOR (based upon the
Company's overall leverage ratio) or (ii) the lenders' prime rate plus
0.25%, whichever the Company selects at the time of each advance. As of
December 31, 1999, the weighted average interest rate on the interest
paid over the year was 6.99%. The principal balance, together with all
unpaid interest, is due in full upon termination of the facility on
June 9, 2002. The terms of the agreement for the amended Credit
Facility include financial covenants which provide for the maintenance
of certain financial ratios. The Company was in compliance with all
such covenants as of December 31, 1999.
The Company believes, based on current terms, that the carrying value
of its Credit Facility at December 31, 1999 and 1998 approximates fair
value.
In June 1999, in connection with the amended Credit Facility, the
Company entered into an interest rate swap agreement. The purpose of
the interest rate swap agreement is to reduce the impact of changes in
interest rates on its floating rate Credit Facility. The agreement
effectively changes the Company's interest rate on $75,000,000 of the
outstanding floating rate Credit Facility to a fixed rate of 6.17% plus
the spread above LIBOR on related debt per annum, as of December 31,
1999. The Company is exposed to credit loss in the event of
nonperformance by the other party to the interest rate swap agreement;
however, the Company does not anticipate nonperformance by the
counterparty as they maintain long-term credit ratings of "A" or
better, as rated by Moody's or Standard & Poors.
The effective interest rate for the outstanding balance of $248,000,000
relating to the amended Credit Facility, as of December 31, 1999, as a
result of the impact of the interest rate swap in the amount of
$75,000,000 was 7.17% per annum. Management does not believe the impact
of any payments of a termination penalty, in the event the Company
determines to terminate the swap agreements prior to the end of the
respective terms, would be material to the Company's financial position
or results of operations.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
8. Note Payable:
In October 1999, the Company entered into a secured credit facility
(the "Secured Credit Facility") in the amount of $147,000,000, which
will expire in October 2002. The proceeds of the Secured Credit
Facility are intended to be used for property acquisitions. Borrowings
under the Secured Credit Facility bear interest at the rate of the
lender's commercial paper plus 56 basis points per annum. As of
December 31, 1999, the interest rate was 6.96%. The Secured Credit
Facility is collateralized by mortgages on properties and an assignment
of rents. As of December 31, 1999, 43 properties and assignment of
rents collateralize the Secured Credit Facility. Under the terms of the
Secured Credit Facility, the Company is required to maintain certain
financial ratios and other financial covenants. The Company was in
compliance with all such covenants as of December 31, 1999. The Company
believes, based on current terms, that the carrying value of its
Secured Credit Facility at December 31, 1999 approximates fair value.
The Company has initiated several interest rate swap agreements with
which it hedges the majority of the outstanding balance at December 31,
1999 against fluctuations in interest rates. The Company believes that
its interest rate risk related to the Secured Credit Facility has been
mitigated by the use of interest rate swaps.
Management does not believe the impact of any payments of a termination
penalty, in the event the Company determines to terminate the swap
agreement prior to the end of the respective terms, would be material
to the Company's financial position or results of operations.
9. Mortgage Warehouse Facility:
At December 31, 1999, the Company had a $300 million mortgage warehouse
facility ("Warehouse Facility"). The Warehouse Facility provides the
Company the ability to provide mortgage financing to restaurant
franchisees and periodically securitize the loans through the
securitization market. The facility bears interest at a rate of LIBOR
plus 95 basis points per annum. As of December 31, 1999, the interest
was 6.77%. As of December 31, 1999, the Company had $30,749,540
outstanding under this Warehouse Facility. The principal balance,
together with all unpaid interest, is due in full upon termination of
the facility on September 19, 2000. The Company believes, based on
current terms, that the carrying value at December 31, 1999
approximates fair value. Management does not believe the impact of any
payments of a termination penalty, in the event the Company determines
to terminate the swap agreements prior to the end of the respective
terms, would be material to the company's financial position or results
of operations.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
10. Stockholders' Equity:
On May 27, 1999, the stockholders approved a one-for-two reverse split
of common stock that was effective on June 3, 1999 with the filing of
the amended Articles of Incorporation with the Maryland Department of
Assessments and Taxation. All share and per share amounts have been
restated herein to reflect the one-for-two reverse stock split.
11. Distributions:
For the years ended December 31, 1999, 1998 and 1997, approximately 97
percent, 85 percent and 93 percent, respectively, of the distributions
received by stockholders were considered to be ordinary income and
approximately three percent, 15 percent and seven percent,
respectively, were considered a return of capital for federal income
tax purposes. No amounts distributed to stockholders for the years
ended December 31, 1999, 1998 and 1997 are required to be or have been
treated by the Company as a return of capital for purposes of
calculating the stockholders' return on their invested capital.
12. Mergers:
On September 1, 1999, the Company acquired CNL Fund Advisors, Inc. (the
"Advisor") through the exchange of 100% of the outstanding Shares of
common stock of the Advisor for 3.8 million Shares ($76,000,000) of the
Company's common stock. The acquisition of the Advisor was recorded
under the purchase method of accounting. The Company expensed the
excess purchase price (plus costs incurred related to the acquisition)
over the fair value of the net assets acquired of $76,333,516.
In addition, on September 1, 1999, the Company acquired CNL Financial
Services, Inc. and CNL Financial Corporation and its subsidiaries
(collectively, "CNL Restaurant Financial Services Group") through the
exchange of 100% of the outstanding Shares of common stock of those
entities for 2.35 million Shares ($47,000,000) of the Company's common
stock. The acquisition was recorded under the purchase method of
accounting. The Company recognized the excess purchase price (plus
costs incurred related to the acquisition) over the fair value of the
net assets acquired, of $45,703,072 as goodwill. This amount is being
amortized over 20 years. The Company recorded amortization expense
relating to goodwill of $689,516 as of December 31, 1999.
Upon consummation of the mergers on September 1, 1999, all employees of
the acquired entities became employees of the Company, and any
obligations for the Company to pay fees to the Advisor (such as
acquisition fees and asset management fees) under the Company's
advisory agreement terminated.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
12. Mergers - Continued:
As described above, as consideration in its acquisitions of the Advisor
and CNL Restaurant Financial Services Group, the Company paid 6.15
million Shares. Of the 6.15 million Shares issued, 1.0 million are
being held in escrow. The Shares held in escrow will be released to the
former stockholders of the Advisor and the CNL Restaurant Financial
Services Group based on the value of the restaurant properties
acquired, mortgage loans made and development projects completed by the
Company during the "escrow term." The "escrow term" began on September
1, 1999. If the Company fails, during the escrow term, to acquire
restaurant properties, make mortgage loans and complete development
projects of at least $750 million in the aggregate, any Shares
remaining in escrow at the end of the escrow term will be returned to
the Company, and the former stockholders of the Advisor and the CNL
Restaurant Financial Services Group will no longer have any rights to
such Company Shares. The Company's Board of Directors may, in its
reasonable discretion, extend the escrow term for an additional six
months following the escrow term if it reasonably believes that it is
in the Company's best interest to do so. Management believes that the
total number of Shares will be released from escrow during the term
beyond a reasonable doubt, and therefore, the Shares have been included
in the acquisition price and included in issued and outstanding for
financial reporting purposes, even though the unearned Shares are held
in escrow at December 31, 1999. As of December 31, 1999, approximately
229,841 Shares had been released from escrow.
The following unaudited pro forma financial information presents the
combined results of operations of the Company, the Advisor and the CNL
Restaurant Financial Services Group as if the acquisition had occurred
as of the beginning of each of the periods presented, after giving
effect to certain adjustments, including amortization of goodwill and
loan origination fees, elimination of certain intercompany expenses,
and related income tax effects. The pro forma financial information
does not necessarily reflect the results of operations that would have
occurred had the Company, the Advisor and the CNL Restaurant Financial
Services Group constituted a single entity during such periods.
Year Ended December 31:
1999 1998
------------------- ------------------
(unaudited)
Total Revenues $ 99,547,207 $ 92,212,557
==================== ====================
Net Earnings $ 18,029,746 $ 45,793,421
==================== ====================
Earnings per Share (Basic and
Diluted) $ .46 $ 1.13
==================== ====================
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
13. Related Party Transactions:
Prior to becoming self-advised on September 1, 1999, certain directors
and officers of the Company held similar positions with the Advisor,
and the managing dealer of the Company's common stock offerings, CNL
Securities Corp.
During the years ended December 31, 1999, 1998 and 1997, the Company
incurred $15,805, $28,914,297 and $16,686,192, respectively, in selling
commissions due to CNL Securities Corp. for services in connection with
public offerings of the Company's Shares. A substantial portion of
these amounts ($14,751, $26,033,000 and $15,563,500) was paid by CNL
Securities Corp. as commissions to other broker-dealers during the
years ended December 31, 1999, 1998 and 1997, respectively.
In addition, CNL Securities Corp. received a marketing support and due
diligence expense reimbursement fee equal to 0.5% of the total amount
raised from the sale of Shares, a portion of which was re-allowed to
other broker-dealers. During the years ended December 31, 1999, 1998
and 1997, the Company incurred $1,054, $1,927,620 and $1,112,413,
respectively, of such fees, the majority of which was re-allowed to
other broker-dealers and from which all bona fide due diligence
expenses were paid.
CNL Securities Corp. is also entitled to receive, in connection with
each common stock offering, a soliciting dealer servicing fee payable
annually by the Company beginning on December 31 of the year following
the year in which each offering terminated in the amount of 0.20% of
the stockholders' investment in the Company in connection with such
offering. CNL Securities Corp. in turn may reallow all or a portion of
such fee to broker-dealers whose clients purchased Shares in such
offering and held Shares on such date. During 1999 and 1998, the
Company incurred $1,493,437 and $300,206, respectively, of such fees.
No such fees were incurred during the year ended December 31, 1997.
In connection with the acquisition of properties, subject to approval
by the Company's Board of Directors, the Company will incur advisory
fees payable to affiliates of the Company. Such fees are included in
the purchase price of the properties and are therefore included in the
basis on which the Company charges rent on the properties. During the
years ended December 31, 1999 and 1998, the Company incurred $539,976
and $67,389, respectively, of such fees relating to 25 and three
properties, respectively. No such fees were incurred for the year ended
December 31, 1997.
The Advisor, prior to its acquisition by the Company, served as the
Company's advisor. The Advisor was entitled, until the merger,
effective September 1, 1999 (see Note 12), to receive certain fees
related to the operations and business acquisitions of the Company. The
fees paid to the Advisor described below for 1999 were for the period
January 1, 1997 through August 31, 1999.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
13. Related Party Transactions - Continued:
Prior to the merger, the Advisor was entitled to receive acquisition
fees for services in identifying the properties and structuring the
terms of the acquisition and leases of these properties and structuring
the terms of mortgage loans and other investments equal to 4.5% of the
total amount raised from the sale of Shares through the Company's
public offerings. To the extent the Company used proceeds from its
Credit Facility to acquire properties or make mortgage loans, the
Company also paid the Advisor an acquisition fee equal to 4.5% of the
purchase price paid by the Company for each property or the amount of
each mortgage loan. During the years ended December 31, 1999, 1998 and
1997, the Company incurred $6,185,005, $17,317,297 and $10,011,715,
respectively, of such fees. Such fees are included in land and
buildings on operating leases, net investment in direct financing
leases, mortgage loans held for sale, investment in joint venture and
other assets.
Prior to the merger, in connection with the acquisition of properties,
subject to approval by the Company's Board of Directors, the Company
incurred development or construction management fees payable to a
subsidiary of the Advisor. Such fees were included in the purchase
price of the properties and were therefore included in the basis on
which the Company charges rent on the properties. During the years
ended December 31, 1999, 1998 and 1997, the Company incurred $56,352,
$229,153 and $387,728, respectively, of such fees.
Prior to the merger, for negotiating secured equipment leases and
supervising the secured equipment lease program, the Advisor was
entitled to receive a one-time secured equipment lease servicing fee of
two percent of the purchase price of the equipment that is the subject
of each secured equipment lease. During the years ended December 31,
1999, 1998 and 1997, the Company incurred $77,317, $54,998 and $87,665,
respectively, in secured equipment lease servicing fees.
The Company and the Advisor entered into an advisory agreement pursuant
to which the Advisor, prior to the merger, received a monthly asset
management fee of one-twelfth of 0.60% of the Company's real estate
asset value and the outstanding principal balance of the mortgage loans
as of the end of the preceding month. The management fee could not
exceed competitive fees which were for similar services in the same
geographic area.
During the years ended December 31, 1999, 1998 and 1997, the Company
incurred $2,685,887, $1,911,128 and $881,668, respectively, of such
fees, of which $342,580, $60,124 and $76,789, respectively, was
capitalized as part of the cost of the buildings for properties under
construction.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
13. Related Party Transactions - Continued:
Prior to the merger, the Advisor and its affiliates provided
administrative services (including services for accounting; financial,
tax and regulatory compliance and reporting; lease and loan compliance;
stockholder distributions and reporting; due diligence and marketing;
and investor relations) to the Company on a day-to-day basis as well as
services in connection with the offering of Shares and services in
connection with the mergers referred to in Notes 12 and the terminated
mergers referred to in Note 16. The costs incurred for these services
were classified as follows for the years ended December 31:
1999 1998 1997
---------------- ---------------- ---------------
General operating and
administrative expenses $1,683,313 $1,189,471 $ 556,240
Stock issuance costs 28,421 3,103,046 1,676,226
Transaction costs 503,970 -- --
---------------- ---------------- ---------------
$2,215,704 $4,292,517 $2,232,466
================ ================ ===============
In connection with becoming self-advised, effective September 1, 1999,
an affiliate of a member of the board of directors performed certain
services relating to human resources and information technology. The
Company incurred expenses related to these services of approximately
$655,000 for the fiscal year 1999.
During the years ended December 31, 1999, 1998 and 1997, the Company
acquired 41, five and five Properties, respectively, for approximately
$39,700,000, $8,770,000 and $5,450,000, respectively, from affiliates
of the Company. Each Property was acquired at a cost no greater than
the lesser of the cost of the Property to the affiliate, including
carrying costs, or the Property's appraised value. Of the 41 Properties
acquired from affiliates in 1999, 38 were acquired for a total purchase
price of approximately $36,800,000 from Commercial Net Lease Realty,
Inc. ("NNN"), a publicly traded real estate investment trust. James M.
Seneff, Jr., the Chairman of the Board of the Company, is the Chairman
of the Board and Chief Executive Officer of NNN and Robert A. Bourne,
Vice Chairman of the Board of the Company, is also Vice Chairman of the
Board of NNN. This transaction was approved by the Company's
independent directors.
As of December 31, 1999, the Company was in the process of finalizing a
lease agreement for its office space (the "Lease") with an affiliate of
James M. Seneff, Jr., the Company's Chairman of the Board. The Lease
provides for rent in the amount of approximately $857,000 per year,
with a three percent increase annually, expiring in October 2014.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
13. Related Party Transactions - Continued:
The due to related parties consisted of the following at December 31:
1999 1998
------------------ -------------------
Due to the Advisor:
Expenditures incurred on behalf of the
Company and accounting and
administrative services $ -- $ 1,238,148
Acquisition fees -- 39,788
------------------ -------------------
-- 1,277,936
Due to CNL Securities Corp:
Commissions 30,528
--
Soliciting dealer servicing fee 1,493,437 300,206
------------------ -------------------
1,493,437 330,734
Due to affiliate as obligation under
capital lease 8,817,692 --
Due to other affiliates 315,800 --
------------------ -------------------
$ 10,626,929 $ 1,608,670
================== ===================
The Company, through the acquisition of the Advisor on September 1,
1999, provides certain services relating to management of related
parties and their properties pursuant to management agreements. Under
these agreements, the Company is responsible for collecting rental
payments, inspecting the properties and the tenants' books and records,
assisting in responding to tenant inquiries and notices and providing
information to the related parties about the status of the leases and
the properties. For these services, the related parties have agreed to
pay the Company an annual fee.
The due from related parties consisted of the following at December 31:
1999 1998
-------------------- -------------------
Management fees $ 69,143 $ --
Expenditures incurred on
behalf of the related parties
and accounting and
administrative services and
costs associated with the
Proposed Merger (see Note 6) 1,246,578 --
-------------------- -------------------
$ 1,315,721 $ --
==================== ===================
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
13. Related Party Transactions - Continued:
In connection with the Mergers (see Note 12), the Company issued 6.15
million Shares to directors and officers of the Company and affiliates
of the Company.
14. Concentration of Credit Risk:
The following schedule presents rental, earned, investment and interest
income from individual lessees or borrowers, or affiliated groups of
lessees or borrowers, each representing more than ten percent of the
Company's total rental, earned, investment and interest income from its
properties, mortgage loans held for sale, secured equipment leases and
Certificates for at least one of each of the years ended December 31:
1999 1998 1997
-------------- -------------- -------------
Jack in the Box, Inc. (formerly
Foodmaker, Inc.) N/A $4,101,214 $1,980,338
Houlihan's Restaurants, Inc. N/A N/A 1,847,574
Castle Hill Holdings V, L.L.C.,
Castle Hill Holdings VI, L.L.C.
and Castle Hill Holdings VII,
L.L.C. N/A N/A 2,636,004
In addition, the following schedule presents total rental, earned,
investment and interest income from individual restaurant chains, each
representing more than ten percent of the Company's total rental,
earned, investment and interest income from its properties, mortgage
loans held for sale, secured equipment leases and Certificates for at
least one of each of the years ended December 31:
1999 1998 1997
-------------- --------------- --------------
Golden Corral Family
Steakhouse Restaurants N/A $4,373,687 $2,531,941
Jack in the Box N/A 4,101,214 1,980,338
Pizza Hut N/A N/A 2,636,004
Boston Market N/A N/A 2,338,949
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
14. Concentration of Credit Risk - Continued:
The information denoted by N/A indicates that for the applicable period
presented, the tenant or borrower, chain, or group of affiliated
tenants, borrowers or chains, did not represent more than ten percent
of the Company's total rental, earned, investment and interest income.
Although the Company's properties are geographically diverse throughout
the United States and the Company's lessees and borrowers operate a
variety of restaurant concepts, failure of any one of these restaurant
chains or any one of these lessees or borrowers that contributes more
than ten percent of the Company's rental, earned, investment and
interest income could significantly impact the results of operations of
the Company if the Company is not able to re-lease the properties in a
timely manner.
15. Commitments and Contingencies:
On May 11, 1999, four limited partners in several CNL Income Funds
served a lawsuit against the general partners of the CNL Income Funds
and the Company in connection with the proposed merger with the CNL
Income Funds. On June 22, 1999, a limited partner in certain of the CNL
Income Funds served a lawsuit against the Company, the Advisor, certain
of its affiliates and the CNL Income Funds in connection with the
proposed merger with the CNL Income Funds.
On July 8, 1999, the plaintiffs in the lawsuit served on May 11, 1999
served and amended the complaint, naming three additional plaintiffs
and adding allegations of aiding and abetting and conspiring to breach
fiduciary duties and seeking additional equitable relief.
On September 23, 1999, the judge assigned to the two cases entered an
order consolidating the two cases. Pursuant to this order the
plaintiffs filed a consolidated and amended complaint on November 8,
1999. The various defendants, including the Company, filed a motion to
dismiss the consolidated complaint on December 28, 1999. The Company
and the general partners of the CNL Income Funds believe that the
lawsuits are without merit and intend to defend vigorously against the
claims.
The Company has entered into various development agreements with
tenants which provide terms and specifications for the construction or
renovation of buildings the tenants have agreed to lease or equipment
financing the Company has agreed to provide. The agreements provide a
maximum amount of development costs (including the purchase price of
the land and closing costs) to be paid by the Company. In addition,
through the acquisition of the Advisor, the Company has unfunded
letters of commitment to develop properties for specific tenants. The
aggregate maximum development costs and unfunded letters of commitment
the Company has agreed to pay are approximately
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
15. Commitments and Contingencies - Continued:
$214,022,000, of which approximately $60,201,000 in land and other
costs had been incurred as of December 31, 1999. The buildings
currently under construction or renovation are expected to be
operational by June 2000. In connection with the purchase of each
property, the Company, as lessor, entered into a long-term lease
agreement.
In the ordinary course of business, the Company has outstanding loan
commitments to qualified borrowers that are not reflected in the
accompanying condensed consolidated financial statements. These
commitments, if accepted by the potential borrower, obligate the
Company to provide funding. The accepted and unfunded commitments
totaled approximately $108,165,000 at December 31, 1999 which includes
both the Warehouse Facility and the off-balance sheet loan sale
facility.
16. Subsequent Events:
On March 11, 1999, the Company entered into agreements to acquire the
18 CNL Income Funds whose Properties are substantially the same type as
the Company's. In connection with these agreements, the Company agreed
to issue up to 30.5 million Shares of common stock, after restatement
for the one-for-two reverse stock split. On June 3, 1999, the general
partners, on behalf of CNL Income Funds XVII and XVIII, and the Company
agreed that it would be in the best interests of CNL Income Funds XVII
and XVIII and the Company that the Company not attempt to acquire CNL
Income Funds XVII and XVIII in the acquisition. Therefore, in June
1999, the Company entered into termination agreements with CNL Income
Funds XVII and XVIII.
On March 1, 2000, the Company announced that it had entered into
termination agreements with the remaining 16 CNL Income Funds. This
decision was based on a number of factors including, concern of the
general partners of the CNL Income Funds that, in light of the market
conditions relating to publicly traded real estate investment trusts
generally ("REITS"), the potential 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. Due to the
general partners' reluctance to recommend the transaction to the
limited partners of the CNL Income Funds, the Company believed that
pursuing the transaction without an unequivocal recommendation of the
CNL income Funds' general partners would not result in a favorable
vote, and that therefore the continued pursuit of the acquisition by
the Company would not be in the best interests of its stockholders.
Furthermore, a primary objective of the Company for acquiring the CNL
Income Funds was to significantly increase its asset base for the
purpose of listing its Shares on the New York Stock Exchange and
potentially, by virtue of size, create an institutional investor
following. In light of the current market conditions relating to
publicly traded REITS, the Company believes that increasing its size
would not provide it with such following and
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
Years Ended December 31, 1999, 1998 and 1997
16. Subsequent Events - Continued:
would not provide the Company with access to capital on favorable
terms. Therefore, being forced to list at this time, which is a
condition to closing the acquisition of the CNL Income Funds, would
not, in the opinion of the Company, produce the results the Company had
initially envisioned at the time the merger agreements were executed.
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 information required by this Item is incorporated by reference to
the Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 15, 2000.
Item 11. Executive Compensation
The information required by this Item is incorporated by reference to
the Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 15, 2000.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item is incorporated by reference to
the Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 15, 2000.
Item 13. Certain Relationships and Related Transactions
The information required by this Item is incorporated by reference to
the Company's Definitive Proxy Statement to be filed with the Commission for its
annual stockholders' meeting to be held on June 15, 2000.
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. Consolidated Financial Statements
Report of Independent Certified Public Accountants
Consolidated Balance Sheets at December 31, 1999 and 1998
Consolidated Statements of Operations for the years ended
December 31, 1999, 1998 and 1997.
Consolidated Statements of Stockholders' Equity and
Comprehensive Income (Loss) for the years ended December 31,
1999, 1998 and 1997.
Consolidated Statements of Cash Flows for the years ended
December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts for the years
ended December 31, 1999, 1998 and 1997
Schedule III - Real Estate and Accumulated Depreciation at
December 31, 1999
Notes to Schedule III - Real Estate and Accumulated
Depreciation at December 31, 1999
Schedule IV - Mortgage Loans on Real Estate at December 31,
1999
All other Schedules are omitted as the required information is
inapplicable or is presented in the financial statements or
notes thereto.
3. Exhibits
2.1 Agreement and Plan of Merger, by and among the
Registrant, CFA Acquisition Corp., CNL Fund Advisors,
Inc. and CNL Group, Inc., dated March 11, 1999
(Included as Exhibit 10.38 to the Registrant's
Registration Statement No. 333-74329 on Form S-4 (the
"Form S-4") as originally filed and incorporated
herein by reference.)
2.2 Agreement and Plan of Merger, by and among the
Registrant, CFC Acquisition Corp., CFS Acquisition
Corp., CNL Financial Corp., CNL Financial Services,
Inc., CNL Group, Inc., Five Arrows Realty Securities
L.L.C., Robert A. Bourne, Curtis B. McWilliams and
Brian Fluck, dated March 11, 1999 (Included as
Exhibit 10.39 to the Form S-4 as originally filed and
incorporated herein by reference.)
3.1 CNL American Properties Fund, Inc. Amended and
Restated Articles of Incorporation, as amended
(Included as Exhibit 3.1 to the Registrant's Form
10-Q for the quarter ended June 30, 1999 and
incorporated herein by reference.)
3.2 CNL American Properties Fund, Inc. Amended and
Restated Bylaws (Included as Exhibit 3.2 to the
Registrant's Registration Statement No. 333-37657 on
Form S-11 and incorporated herein by reference.)
4.1 Form of Stock Certificate (Included as Exhibit 4.5 to
the Registrant's Registration Statement No. 33-78790
on Form S-11 and incorporated herein by reference.)
10.1 Form of Indemnification Agreement dated as of April
18, 1995, between CNL American Properties Fund, Inc.
and each of James M. Seneff, Jr., Robert A. Bourne,
G. Richard Hostetter, J. Joseph Kruse, Richard C.
Huseman, John T. Walker, Jeanne A. Wall, Lynn E. Rose
and Edgar J. McDougall, dated as of January 27, 1997
between CNL American Properties Fund, Inc. and Steven
D. Shackelford, and dated as of February 18, 1998,
between CNL American Properties Fund, Inc. and Curtis
B. McWilliams (Included as Exhibit 10.9 to the
Registrant's Registration Statement No. 333-15411 on
Form S-11 and incorporated herein by reference.)
10.2 Amended and Restated Agreement of Limited Partnership
of CNL APF Partners, LP (Included as Exhibit 10.50 to
Amendment No. 2 to the Form S-4 and incorporated
herein by reference.)
10.3 Amended and Restated Credit Agreement by and among
CNL APF Partners, LP, Registrant, First Union
National Bank, First Union Capital Markets Group,
Banc of America Securities LLC, NationsBank, N.A.,
The Chase Manhattan Bank and other financial
institutions, dated June 9, 1999 (Included as Exhibit
10.51 to Amendment No. 1 to the Form S-4 and
incorporated herein by reference.)
10.4 First Amendment to Amended and Restated Credit
Agreement dated as of December 31, 1999 between CNL
APF Partners, LP and First Union National Bank, as
Agent (filed herewith.)
10.5 Franchise Receivable Funding and servicing Agreement
dated as of October 14, 1999 between CNL APF
Partners, LP and Neptune Funding Corporation (filed
herewith.)
10.6 Interim Wholesale Mortgage Warehouse and Security
Agreement dated as of September 18, 1998, and Amended
Agreement dated as of August 30, 1999 between CNL APF
Partners, LP and Prudential Securities Credit
Corporation (filed herewith.)
10.7 1999 Performance Incentive Plan (Included as Exhibit
10.1 to Amendment No. 1 to the Form S-4 and
incorporated herein by reference.)
10.8 Registration Rights Agreement by and among the
Registrant, Robert A. Bourne, Curtis B. McWilliams,
John T. Walker, Howard Singer, Steven D. Shackelford
and CNL Group, Inc., dated as of March 11, 1999
(Included as Exhibit 10.40 to Amendment No. 1 to the
Form S-4 and incorporated herein by reference.)
10.9 Registration Rights Agreement by and among the
Registrant, Five Arrows Realty Securities L.L.C.,
James M. Seneff, Jr., Robert A. Bourne, Curtis B.
McWilliams and CNL Group, Inc., dated as of March 11,
1999 (Included as Exhibit 10.41 to Amendment No. 1 to
the Form S-4 and incorporated herein by reference.)
10.10 Employment Agreement by and between Curtis B.
McWilliams and the Registrant, dated September 15,
1999 (Included as Exhibit 10.42 to Amendment No. 2 to
the Form S-4 and incorporated herein by reference.)
10.11 Employment Agreement by and between Steven D.
Shackelford and the Registrant, dated September 15,
1999 (Included as Exhibit 10.43 to Amendment No. 2 to
the Form S-4 and incorporated herein by reference.)
10.12 Employment Agreement by and between John T. Walker
and the Registrant, dated September 15, 1999
(Included as Exhibit 10.44 to Amendment No. 2 to the
Form S-4 and incorporated herein by reference.)
10.13 Employment Agreement by and between Howard J. Singer
and the Registrant, dated September 15, 1999
(Included as Exhibit 10.45 to Amendment No. 2 to the
Form S-4 and incorporated herein by reference.)
10.14 Employment Agreement by and between Barry L. Goff and
the Registrant, dated September 15, 1999 (Included as
Exhibit 10.46 to Amendment No. 2 to the Form S-4 and
incorporated herein by reference.)
10.15 Employment Agreement by and between Robert W. Chapin
and the Registrant, dated September 15, 1999
(Included as Exhibit 10.47 to Amendment No. 2 to the
Form S-4 and incorporated herein by reference.)
10.16 Employment Agreement by and between Timothy J.
Neville and the Registrant, dated September 15, 1999
(Included as Exhibit 10.48 to Amendment No. 2 to the
Form S-4 and incorporated herein by reference.)
10.17 Holdback Agreement by and among the Registrant and
Stockholders, dated August 31, 1999 (Included as
Exhibit 10.56 to Amendment No. 2 to the Form S-4 and
incorporated herein by reference.)
21 Subsidiaries of the Registrant (Filed herewith.)
27 Financial Data Schedule (Filed herewith.)
(b) The Registrant filed no reports on Form 8-K during the period October
1, 1999 through December 31, 1999.
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 28th day of
March, 2000.
CNL AMERICAN PROPERTIES FUND, INC.
By: CURTIS B. McWILLIAMS
Chief Executive Officer
/s/ Curtis B. McWilliams
------------------------------
CURTIS B. McWILLIAMS
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/ James M. Seneff, Jr. Chairman of the Board March 28, 2000
- --------------------------------------
James M. Seneff, Jr.
/s/ Robert A. Bourne Vice Chairman of the Board March 28, 2000
- --------------------------------------
Robert A. Bourne
/s/ Curtis B. McWilliams Chief Executive Officer (Principal March 28, 2000
- ------------------------
Curtis B. McWilliams Executive Officer)
/s/ Steven D. Shackelford Senior Vice President and Chief March 28, 2000
- -------------------------------------
Steven D. Shackelford Financial Officer (Principal
Financial and Accounting Officer)
/s/ G. Richard Hostetter Independent Director March 28, 2000
- --------------------------------------
G. Richard Hostetter
/s/ J. Joseph Kruse Independent Director March 28, 2000
- ---------------------------------------
J. Joseph Kruse
/s/ Richard C. Huseman Independent Director March 28, 2000
- ------------------------------------
Richard C. Huseman
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1999, 1998 and 1997
Additions Deductions
---------------------------- --------------------------
Balance at Charged to Charged to Deemed Balance
Beginning Costs and Other Uncollec- at End
Year Description of Year Expenses Accounts tible Collected of Year
-------- ---------------- ------------ ------------ -------------- ----------- ---------- ------------
1997 Allowance for
doubtful
accounts (a) $ 2,857 $ -- $ 97,745 (b) $ -- $ 638 $ 99,964
============ ============ ============== =========== ========== ============
1998 Allowance for
doubtful
accounts (a) $ 99,964 $ 636,614 $ 1,324,980 (b) $ -- $ 4,743 $ 2,056,815
============ ============ ============== =========== ========== ============
1999 Allowance for
doubtful
accounts (a) $2,056,815 $1,036,928 $ 3,057,049 $ 572,483 (c) $389,093 $ 5,189,216
============ ============ ============== =========== ========== ============
(a) Deducted from receivables and accrued rental income on the balance
sheet.
(b) Reduction of rental, earned and other income.
(c) Amounts written off as uncollectible.
CNL AMERICAN PROPERTIES FUND, INC. AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1999
Costs Capitalized
Subsequent To
Initial Cost Acquisition
---------------------------------------------------------------------
Encum- Buildings and Improve- Carrying
brances Land Improvements ments Costs
------------ ----------------- ------------------ --------------- ------------
Properties the Company
has invested in Under
Operating Leases:
Applebee's Restaurants:
Antioch, Tennessee - 609,696 770,331 - -
Clarksville, Tennessee - 556,070 983,010 - -
Columbia, Tennessee - 625,868 936,068 - -
Cookeville, Tennessee - 489,867 1,003,630 - -
Hendersonville, Tennessee - 549,651 966,628 - -
Hermitage, Tennessee - 735,272 827,474 - -
Hopkinsville, Kentucky - 390,058 943,019 - -
Lebanon, Tennessee - 568,168 925,046 - -
Madison, Tennessee - 740,165 835,996 - -
Montclair, California - 874,094 - 880,494 -
Moscow, Idaho - 537,410 - - -
Rockford, Illinois - 603,828 - - -
Salem, Oregon - 778,775 - 1,131,575 -
Salinas, California - 786,475 - - -
Arby's Restaurants:
Allen, Texas - 508,120 - 630,308 -
Arab, Alabama (y) 230,720 455,946 - -
Atlanta, Georgia (y) 648,459 - 683,390 -
Auburndale, Florida - 326,788 391,270 - -
Avon, Indiana - 338,486 497,282 - -
Bartow, Florida - 226,428 - - -
Brooksville, Florida - 266,606 - - -
Brooksville, Florida - 248,277 - - -
Canton, Georgia (y) 586,477 - 606,850 -
Circleville, Ohio - 307,909 - 622,689 -
Columbus, Ohio (y) 441,770 - 621,014 -
Columbus, Ohio (y) 483,868 - 576,483 -
Douglasville, Georgia - 709,624 - 540,955 -
Elfers, Florida - 242,777 - - -
Flower Mound, Texas - 434,000 - 285,499 -
Grand Rapids, Michigan (k) - 312,670 - - -
Greensboro, North Carolina - 363,478 404,650 - -
Greenville, North Carolina - 277,986 490,143 - -
Hudson, Florida - 270,539 - - -
Huntsville, Alabama - - - 595,455 -
Indianapolis, Indiana - 439,935 - 670,560 -
Jonesville, North Carolina - 228,364 539,764 - -
Kendallville, Indiana - 276,567 505,359 - -
Kernersville, North Carolina - 273,325 413,077 - -
Kinston, North Carolina - 268,545 485,160 - -
Lakeland, Florida - 235,996 - - -
Lexington, North Carolina - 320,924 463,347 - -
Newark, Ohio - - - 336,297 -
Orange Park, Florida (y) 463,047 - 621,088 -
Plant City, Florida - 196,251 - - -
Redford, Michigan (y) 412,516 - 673,289 -
Renton, Washington - 583,128 - 444,307 -
Surfside Beach, South Carolina (y) 421,059 - 632,791 -
Tampa, Florida - 322,412 371,694 - -
The Colony, Texas - 504,163 - 485,272 -
Vancouver, Washington (y) 733,180 - 665,895 -
Walker, Michigan - 498,427 - 701,500 -
Whitehall, Ohio (y) 522,786 - 289,350 -
Bakers Square Restaurants:
Alsip, Illinois (y) 449,010 728,259 - -
Burbank, Illinois (y) 679,830 1,041,258 - -
Cherry Valley, Illinois (y) 419,238 848,874 - -
Coon Rapids, Minnesota (y) 543,966 1,131,838 - -
Deerfield, Illinois (y) 573,069 468,307 - -
Lansing, Illinois (y) 647,562 869,687 - -
Mankato, Minnesota - 488,663 1,141,844 - -
Matteson, Illinois (y) 664,403 852,845 - -
Merrillville, Indiana (y) 567,083 1,176,715 - -
Palos Heights, Illinois (y) 375,257 734,314 - -
Saint Charles, Illinois - 614,512 630,952 - -
Westmont, Illinois - 518,276 591,047 - -
Willowbrook, Illinois - 586,045 718,306 - -
Barb Wires Steakhouse & Saloon
Restaurant:
Lawrence, Kansas - 493,489 - - -
Bennigan's Restaurants:
Arvada, Colorado - 714,194 1,302,733 - -
Batavia, Illinois (y) 944,185 - 1,504,357 -
Bedford, Texas - 768,333 - - -
Canton, Ohio - 1,419,261 - 95,308 -
Clearwater, Florida - 900,038 - - -
Colorado Springs, Colorado - 794,255 - - -
Copley, Ohio - 1,419,261 - 95,308 -
Englewood, Colorado - 665,141 - - -
Englewood, New Jersey - 1,460,179 901,042 - -
Florham Park, New Jersey - 1,077,645 - - -
Glenview, Illinois - 1,009,338 - 44,400 -
Grapevine, Texas - 1,028,193 - 1,512,031 -
Houston, Texas - 908,502 - - -
Jacksonville, Florida - 779,387 - - -
Jacksonville, Florida - 832,557 - - -
Lone Tree, Colorado (y) 1,075,230 - 501,111 -
Mount Laurel, New Jersey - 1,305,939 1,030,685 - -
North Richland Hills, Texas - 886,048 - - -
Ocala, Florida - 693,453 - 1,072,916 -
Oklahoma City, Oklahoma - 756,750 - - -
Orlando, Florida - 1,585,461 - 874,143 -
Pensacola, Florida - 692,093 - - -
Saint Louis Park, Minnesota - 885,111 - - -
Tampa, Florida - 734,245 - - -
Woodridge, Illinois - 789,680 - - -
Big Boy Restaurants:
Alton, Illinois (m) - 298,330 - 771,486 -
Arnold, Missouri (m) - 373,239 - 873,481 -
Belleville, Illinois - 289,405 - 434,316 -
Benton Harbor, Michigan - 168,583 - 878,386 -
Blue Springs, Missouri (m) - 251,187 - 737,670 -
Collinsville, Illinois (m) - 346,116 - 829,946 -
Columbia, Missouri - 496,025 - 792,520 -
Crystal City, Missouri - 273,460 - 694,837 -
Fenton, Missouri (m) - 624,303 - 952,724 -
Grandview, Missouri (m) - 395,842 - 631,903 -
Granite City, Illinois (m) - 122,097 - 974,597 -
Guadalupe, Arizona (q) - 623,709 933,059 - -
Independence, Missouri (m) - 515,607 - 838,027 -
Jefferson City, Missouri (m) - 460,466 - 720,050 -
Kansas City, Missouri - 401,115 - 667,600 -
Las Vegas, Nevada (r) - 656,263 1,162,746 - -
Lee's Summit, Missouri (m) - 503,048 - 626,215 -
Mansfield, Ohio (m) - 366,776 - 778,584 -
Merriam, Kansas (m) - 644,889 - 991,991 -
North Kansas City, Missouri (m) - 450,010 - 760,630 -
O'Fallon, Missouri (m) - 369,314 - 704,550 -
Overland Park, Kansas (m) - 466,949 - 630,982 -
Saint Clairsville, Ohio (m) - 437,383 - 770,447 -
Sedalia, Missouri (m) - 318,979 - 1,013,110 -
Saint Joseph, Missouri (m) - 238,400 - 700,519 -
Saint Louis, Missouri (m) - 608,835 - 859,893 -
Saint Peters, Missouri - 376,905 - 692,124 -
Taylor, Michigan - 373,164 869,059 - -
Woodson Terrace, Missouri (m) - 744,126 - - -
Black-eyed Pea Restaurants:
Fort Worth, Texas - 678,779 - 1,049,420 -
Glendale, Arizona - 744,764 - 1,082,896 -
Grapevine, Texas - 883,976 - 1,311,307 -
Herndon, Virginia - 362,141 989,635 - -
Hillsboro, Texas - 404,881 - - -
Killeen, Texas - 514,282 - 989,138 -
McKinney, Texas - 683,537 - 1,124,255 -
Mesa, Arizona - 821,011 - 1,056,003 -
Mesa, Arizona - 784,939 - - -
Norman, Oklahoma - 568,087 - 974,706 -
Black Angus Restaurants:
Dublin, California - 1,023,806 - - -
Orem, Utah (y) 800,046 - 1,192,375 -
Boston Market Restaurants:
Atlanta, Georgia - 774,448 - 507,587 -
Baltimore, Maryland - 585,818 - 866,641 -
Collinsville, Illinois - 507,544 - 328,353 -
Columbus, Ohio - 353,608 606,470 - -
Corvallis, Oregon (m) - 365,784 - 605,763 -
Florissant, Missouri - 705,522 - 626,845 -
Gambrills, Maryland - 667,992 - 661,776 -
Glendale, Arizona - 566,562 403,730 - -
Indianapolis, Indiana - 885,567 - 648,755 -
Jessup, Maryland (m) - 631,336 - 675,111 -
Lansing, Michigan - 515,827 - 572,706 -
Liberty, Missouri (m) - 469,041 - 336,295 -
Newport News, Virginia - 473,596 586,377 - -
Riverdale, Maryland - 526,092 - 504,483 -
Rockwall, Texas - 528,118 - 340,297 -
Saint Joseph, Missouri (m) - 378,786 388,489 - -
San Antonio, Texas - 482,361 - 316,135 -
Stafford, Texas - 448,185 681,598 - -
Upland, California - 788,248 209,449 - -
Vacaville, California - 751,576 - 757,026 -
Waldorf, Maryland - 651,867 - 775,634 -
Warwick, Rhode Island - 234,685 589,367 - -
Buffet Town Restaurant:
Cedar Park, Texas (s) (m) - 569,782 294,878 - -
Burger King Restaurants:
Asheboro, North Carolina - 597,021 962,188 - -
Atlanta, Georgia - 394,712 - - -
Burbank, Illinois (y) 543,095 - 620,617 -
Chadbourn, North Carolina - 217,079 - 833,772 -
Chattanooga, Tennessee (y) 680,192 - 575,426 -
Chattanooga, Tennessee (y) 769,842 - 411,012 -
Chicago, Illinois (y) 917,717 - 784,590 -
Clinton, North Carolina - 349,582 - 385,483 -
Columbus, Ohio - 445,471 434,907 - -
Coon Rapids, Minnesota - 387,913 560,993 - -
Cut Off, Louisiana - 323,106 1,219,165 - -
Highland, Indiana (y) 672,815 - 621,133 -
John's Island, South Carolina - 477,686 719,221 - -
Kent, Ohio - 233,468 689,696 - -
Lacey, Washington - 308,272 - - -
Lake Charles, Louisiana - 360,438 1,062,531 - -
Lancaster, Ohio - 339,900 745,696 - -
Lynnwood, Washington - 448,745 626,866 - -
Manchester, New Hampshire - 775,925 458,838 - -
Montgomery, Alabama - 402,927 - - -
Montgomery, Alabama - 379,798 695,812 - -
Natchez, Mississippi - 273,353 718,493 - -
Oak Lawn, Illinois (y) 1,211,346 - 829,339 -
Ooltewah, Tennessee (y) 546,261 - 714,114 -
Opelousas, Louisiana - 625,123 958,670 - -
Rochester, New Hampshire - 261,321 802,689 - -
Shelton, Washington - 424,416 822,399 - -
Saint Paul, Minnesota - 281,966 581,637 - -
Tampa, Florida - 479,315 - 497,291 -
Tappahannock, Virginia - 363,327 596,839 - -
Warren, Michigan - 375,952 820,967 - -
Wilimington, North Carolina - 348,663 626,806 - -
Charley's Restaurants:
King of Prussia, Pennsylvania - 965,223 549,565 - -
McLean, Virginia - 944,585 689,363 - -
Chevy's Fresh Mex Restaurants:
Annapolis, Maryland - 1,372,077 1,566,797 - -
Arapahoe, Colorado - 986,426 1,680,312 - -
Auburn Hills, Michigan - 1,122,087 2,017,496 - -
Beaverton, Oregon - 938,162 1,681,670 - -
Bloomington, Minnesota - 869,178 1,309,759 - -
Brandon, Florida - 844,185 1,425,740 - -
Clearwater, Florida - 984,259 1,103,690 - -
Greenbelt, Maryland - 945,234 1,475,339 - -
Independence, Missouri - 1,239,264 1,490,392 - -
Kissimmee, Florida - 570,815 1,536,290 - -
Lake Oswego, Oregon - 963,047 1,505,671 - -
Las Vegas, Nevada - 1,156,847 1,188,272 - -
Lilburn, Georgia - 1,089,268 931,637 - -
Merriam, Kansas - 1,032,271 1,074,834 - -
Naperville, Illinois - 960,779 1,365,563 - -
Olathe, Kansas - 470,047 1,541,280 - -
Orlando, Florida - 1,495,716 1,674,517 - -
Tampa, Florida - 878,358 1,449,034 - -
Tampa, Florida - 869,408 1,548,972 - -
Taylor, Michigan - 844,918 1,712,340 - -
Darryl's Restaurants:
Evansville, Indiana (y) 563,479 - - -
Hampton, Virginia (y) 698,367 570,468 - -
Huntsville, Alabama (y) 777,842 663,941 - -
Knoxville, Tennessee (y) 589,574 - - -
Louisville, Kentucky (y) 647,375 - - -
Mobile, Alabama - 495,195 - - -
Montgomery, Alabama (y) 346,380 - - -
Nashville, Tennessee (y) 513,218 - - -
Orlando, Florida - 1,485,631 772,853 - -
Pensacola, Florida (y) 389,394 - - -
Raleigh, North Carolina (y) 840,525 505,176 - -
Raleigh, North Carolina - 1,131,164 719,865 - -
Richmond, Virginia - 618,125 - - -
Richmond, Virginia (y) 311,196 - - -
Winston-Salem, North Carolina - 436,867 - - -
Del Taco Restaurant:
Mesa, Arizona - 641,080 - 629,348 -
Denny's Restaurants:
Duncan, South Carolina - 219,702 - - -
Greensboro, North Carolina - 361,025 572,098 - -
Greenville, South Carolina - 457,851 454,566 - -
Houston, Texas - 392,818 664,851 - -
Landrum, South Carolina - 155,398 - - -
McKinney, Texas - 439,961 - - -
Mooresville, North Carolina - 307,292 - - -
Pasadena, Texas - 466,555 506,094 - -
Santee, South Carolina - 328,506 358,314 - -
Shawnee, Oklahoma - 528,090 625,653 - -
Tampa, Florida - 397,302 - - -
Topeka, Kansas - 414,731 - - -
Winter Springs, Florida - 555,232 - - -
Einstein Brothers' Bagels
Restaurants:
Dearborn, Michigan - 464,957 - 178,078 -
Springfield, Virginia - 628,804 - 36,311 -
Fazoli's Restaurant:
Southaven, Mississippi - 485,013 - - -
Golden Corral Family
Steakhouse Restaurants:
Bellevue, Nebraska - 440,812 - 1,039,283 -
Brunswick, Georgia - 456,629 - 1,170,630 -
Carlsbad, New Mexico - 384,221 - 643,854 -
Cleburne, Texas - 359,455 - 653,853 -
Clovis, New Mexico - 426,349 805,517 - -
Columbia, Missouri - 848,133 1,008,678 - -
Columbia, Tennessee - 442,218 - 930,207 -
Columbus, Ohio - 1,031,098 - 1,092,939 -
Cookeville, Tennessee - 781,046 - 1,277,050 -
Corpus Christi, Texas - 576,548 - 934,918 -
Corsicana, Texas - 349,227 699,756 - -
Council Bluffs, Iowa - 546,078 - 993,149 -
Davenport, Iowa - 601,296 1,344,016 - -
Dover, Delaware - 1,043,108 - 977,508 -
Dublin, Georgia - 324,012 - 1,029,242 -
Dubuque, Iowa - 564,242 - 1,056,315 -
Duncan, Oklahoma - 161,390 - 1,028,945 -
Edmond, Oklahoma - 569,664 - 1,017,781 -
Enid, Oklahoma - 364,536 - 865,147 -
Evansville, Indiana - 587,794 - 1,262,175 -
Evansville, Indiana - 582,807 - 1,387,885 -
Flowood, Mississippi - 579,242 - 1,229,239 -
Fort Dodge, Iowa - 320,880 - 1,155,880 -
Fort Walton Beach, Florida - 590,538 - 1,176,436 -
Fort Wayne, Indiana - 738,839 - 969,481 -
Fort Worth, Texas - 640,320 898,171 - -
Henderson, Kentucky - 380,709 - 1,124,332 -
Hopkinsville, Kentucky - 456,646 - 861,803 -
Jacksonville, Florida - 679,236 - 1,469,954 -
Jacksonville, Florida - 615,554 - 1,184,073 -
Jacksonville, Florida - 541,264 - 1,173,738 -
Liberty, Missouri - 409,153 - 943,712 -
Lufkin, Texas - 479,197 - 954,051 -
Moberly , Missouri - 374,230 - 838,342 -
Mobile, Alabama - 428,841 - 1,031,457 -
Muskogee, Oklahoma - 395,839 - 887,540 -
Olathe, Kansas - 548,821 - 1,099,448 -
Omaha, Nebraska - 570,004 - 1,271,666 -
Palatka, Florida - 322,433 - 987,385 -
Pensacola, Florida - 633,459 - 1,606,040 -
Port Richey, Florida - 626,999 - 1,130,692 -
Rock Hill, South Carolina - 701,125 - 1,254,740 -
Tampa, Florida - 825,650 - 1,161,192 -
Tulsa, Oklahoma - 688,477 - 1,237,344 -
Universal City, Texas - 357,429 - 650,249 -
Waldorf, Maryland - 870,832 - 1,688,719 -
Winchester, Kentucky - 303,633 - 970,489 -
Ground Round Restaurants:
Allentown, Pennsylvania - 405,631 884,954 - -
Cincinnati, Ohio - 282,099 534,632 - -
Crystal, Minnesota - 370,667 431,642 - -
Dubuque, Iowa - 693,733 810,458 - -
Ewing , New Jersey - 371,254 685,847 - -
Gloucester, New Jersey - 422,489 528,849 - -
Janesville, Wisconsin - 451,235 548,178 - -
Kalamazoo, Michigan - 287,331 712,081 - -
Nanuet, New York - 375,116 605,067 - -
Parma, Ohio - 388,699 793,475 - -
Reading, Pennsylvania - 728,574 793,410 - -
Waterloo, Iowa - 436,471 659,089 - -
Wauwatosa, Wisconsin - 627,680 804,399 - -
Guthrie's Restaurant:
Hoover, Alabama (t) - 493,536 619,786 - -
Hardee's Restaurants:
Chalkville, Alabama (y) 201,069 465,165 - -
Columbia, Tennessee (y) 226,300 - - -
Gulf Shores, Alabama (y) 409,444 604,784 - -
Horn Lake, Mississippi (y) 302,787 - - -
Johnson City, Tennessee - 215,567 - - -
Mobile, Alabama - 336,696 - - -
Petal, Mississippi (y) 324,298 420,017 - -
Rock Hill, South Carolina - 256,050 476,149 - -
Tusculum, Tennessee (y) 217,396 522,802 - -
Warrior, Alabama (y) 177,659 - - -
West Point, Mississippi (y) 173,386 - - -
Houlihan's Restaurants:
Bethel Park, Pennsylvania - 846,183 595,601 - -
Langhorne, Pennsylvania - 817,039 648,765 - -
Plymouth Meeting, Pennsylvania - 1,181,460 908,880 - -
International House of Pancakes
Restaurants:
Auburn, Washington - 632,811 1,135,312 - -
Castle Rock, Colorado - 540,896 - 1,196,239 -
Clarksville, Tennessee - 375,987 964,430 - -
Elk Grove, California (y) 584,766 - - -
Fairfax, Virginia (y) 1,096,763 705,345 - -
Fort Worth, Texas - 575,285 802,974 - -
Fort Worth, Texas (y) 565,639 923,669 - -
Greeley, Colorado (y) 416,279 - 867,972 -
Greenville, South Carolina (y) 476,847 961,606 - -
Hollywood, California - 1,407,002 - - -
Homewood, Alabama (y) 545,112 1,029,900 - -
Houston, Texas (y) 645,365 856,532 - -
Kansas City, Missouri (y) 512,481 831,202 - -
Killeen, Texas (y) 380,687 775,713 - -
Lake Jackson, Texas (y) 460,167 802,640 - -
Leesburg, Virginia - 665,015 580,798 - -
Leon Valley, Texas (y) 593,624 918,024 - -
Loveland, Colorado (y) 488,259 - - -
Murfreesboro, Tennessee (y) 647,414 871,268 - -
Phoenix, Arizona - 668,112 941,796 - -
Port Arthur, Texas (y) 382,950 957,912 - -
Poughkeepsie, New York - 504,533 806,624 - -
Pueblo, Colorado (y) 387,562 891,943 - -
Roseville, Michigan - 282,868 843,648 - -
Southaven, Mississippi (y) 579,175 1,176,434 - -
Stockbridge, Georgia (y) 765,743 707,406 - -
Victoria, Texas (y) 319,237 - - -
Jack In the Box Restaurants:
Allen, Texas (y) 711,642 - 726,339 -
Austin, Texas (y) 446,800 - 416,243 -
Avondale, Arizona (y) 605,063 - 649,514 -
Bacliff, Texas - 419,488 - 697,861 -
Carson, California - 457,821 - 708,581 -
Chandler, Arizona (y) 481,456 - 636,588 -
Chandler, Arizona - 604,724 - 600,686 -
Channelview, Texas - 361,238 - 711,595 -
Corinth, Texas (y) 396,864 - 620,042 -
Corning, California (y) 163,533 994,490 - -
Dallas, Texas (y) 369,886 - 513,533 -
Enumclaw, Washington - 124,468 - 773,506 -
Florissant, Missouri - 389,265 - 779,211 -
Folsum, California (y) 635,343 703,067 - -
Fort Worth, Texas (y) 482,309 716,199 - -
Fresno, California - 286,850 - 606,547 -
Fresno, California (y) 462,813 - 573,816 -
Garland, Texas - 382,042 - 613,690 -
Georgetown, Texas - 501,765 - 754,996 -
Granbury, Texas - 405,902 - 658,360 -
Gun Barrel City, Texas (y) 284,046 - 577,029 -
Hillsboro, Oregon - 699,773 892,546 - -
Hollister, California - 537,223 - 592,536 -
Houston, Texas - 370,342 - 548,107 -
Houston, Texas - 420,521 - 543,338 -
Houston, Texas - 545,485 - 527,020 -
Houston, Texas - 403,002 - 610,815 -
Houston, Texas - 375,776 - 643,445 -
Humble, Texas - 372,584 746,622 - -
Humble, Texas - 437,667 - 591,877 -
Humble, Texas (y) 390,509 596,872 - -
Hutchins, Texas (y) 272,937 - 688,400 -
Irvine, California - 899,898 - 733,701 -
Kent, Washington (y) 737,038 - 604,806 -
Kingsburg, California - 415,880 - 649,681 -
Las Vegas, Nevada (y) 730,674 - 600,180 -
Los Angeles, California - 603,354 602,630 - -
Los Angeles, California (y) 911,754 - 581,552 -
Los Angeles, California - 740,616 678,189 - -
Los Angeles, California (y) 853,821 - 635,185 -
Los Angeles, California (y) 1,076,096 - 591,340 -
Lufkin, Texas (y) 418,351 - 651,064 -
Lufkin, Texas (y) 363,967 - 776,605 -
Moscow, Idaho - 217,851 - 751,664 -
Murietta, California - 387,455 - 625,933 -
Nacogdoches, Texas (y) 383,591 - 675,860 -
Ontario, California - 771,241 - 793,229 -
Orange, Texas - 387,533 - 787,843 -
Oxnard, California - 681,663 - 642,924 -
Palmdale, California - 631,275 - 567,912 -
Peoria, Arizona - 496,689 - 721,614 -
Pflugerville, Texas (y) 717,246 - 688,066 -
Saint Louis, Missouri (y) 474,296 - 759,049 -
Salem, Oregon (y) 501,168 699,067 - -
San Antonio, Texas (y) 274,362 - 781,797 -
San Antonio, Texas - 311,466 - 700,979 -
Spring, Texas - 475,748 - 719,239 -
Tacoma, Washington (y) 495,529 - 759,800 -
Tigard, Oregon (y) 353,396 904,688 - -
Tyler, Texas - 289,257 - 699,525 -
Waxahachie, Texas (y) 477,580 - 566,856 -
Weatherford, Texas - 464,986 - 785,149 -
West Sacramento, California - 523,089 - 617,131 -
Woodland, California - 358,130 - 668,383 -
KFC Restaurants:
Baton Rouge, Louisiana - 89,282 - 675,334 -
Gretna, Louisiana (y) 417,451 - 420,493 -
New Orleans, Louisiana (y) 310,574 - 583,883 -
New Orleans, Louisiana (y) 205,363 - 627,202 -
New Orleans, Louisiana (y) 315,037 - 593,560 -
New Orleans, Louisiana (y) 158,829 - 530,826 -
Port Allen, Louisiana - 165,191 858,299 - -
Putnam, Connecticut - 301,723 - - -
Krystal Restaurants:
Brandon, Mississippi - 340,115 687,423 - -
Chattanooga, Tennessee - 445,493 594,649 - -
Montgomery, Alabama - 311,103 506,943 - -
Leeann Chin Chinese Cuisine
Restaurants:
Chanhassen, Minnesota (u) - 376,929 639,875 - -
Golden Valley, Minnesota (v) - 665,422 - 481,311 -
Little Lake Bryan Land:
Orlando, Florida - 4,894,106 - - -
Mister Fables Restaurant:
Grand Rapids, Michigan (w) - 320,594 559,433 - -
Pizza Hut Restaurants:
Adrian, Michigan - 242,239 - - -
Beaver, West Virginia - 212,053 - - -
Beckley, West Virginia - 209,432 - - -
Bedford, Ohio - 174,721 - - -
Belle, West Virginia - 46,737 - - -
Bluefield, West Virginia - 120,449 - - -
Bolivar, Ohio - 190,009 - - -
Bowling Green, Ohio - 200,442 - - -
Bowling Green, Ohio - 135,831 - - -
Carrolton, Ohio - 187,082 - - -
Cleveland, Ohio - 126,494 - - -
Cleveland, Ohio - 116,849 - - -
Cleveland, Ohio - 226,163 - - -
Cross Lanes, West Virginia - 215,881 - - -
Defiance, Ohio - 242,239 - - -
Dover, Ohio - 245,145 - - -
East Cleveland, Ohio - 194,012 - - -
Euclid, Ohio - 202,050 - - -
Fairview Park, Ohio - 142,570 - - -
Huntington, West Virginia - 212,093 - - -
Hurricane, West Virginia - 180,803 - - -
Lambertville, Michigan - 99,166 - - -
Marietta, Ohio - 169,454 - - -
Mayfield Heights, Ohio - 202,552 - - -
Middleburg Heights, Ohio - 216,518 - - -
Millersburg, Ohio - 213,090 - - -
Milton, West Virginia - 99,815 - - -
Monroe, Michigan - 152,215 - - -
New Philadelphia, Ohio - 149,206 - - -
New Philadelphia, Ohio - 223,981 - - -
North Olmstead, Ohio - 259,922 - - -
Norwalk, Ohio - 261,529 - - -
Ronceverte, West Virginia - 99,733 - - -
Sandusky, Ohio - 259,922 - - -
Seven Hills, Ohio - 239,023 - - -
Steubenville, Ohio - 228,199 - - -
Strongsville, Ohio - 186,476 - - -
Toledo, Ohio - 128,604 - - -
Toledo, Ohio - 194,097 - - -
Toledo, Ohio - 208,480 - - -
Toledo, Ohio - 176,170 - - -
Toledo, Ohio - 197,227 - - -
Uhrichsville, Ohio - 279,779 - - -
Weirton, West Virginia - - - 178,187 -
Wellsburg, West Virginia - 167,170 - 168,363 -
Pollo Tropical Restaurants:
Coral Springs, Florida (y) 852,746 1,108,491 - -
Davie, Florida (y) 712,865 873,395 - -
Fort Lauderdale, Florida (y) 397,878 923,975 - -
Lake Worth, Florida (y) 435,465 915,232 - -
Miami, Florida (y) 918,258 764,150 - -
Miami, Florida (y) 654,766 1,195,901 - -
Miami, Florida (y) 683,560 614,256 - -
Miami, Florida (y) 789,680 604,283 - -
Miami, Florida (y) 911,013 1,011,766 - -
Miami, Florida - 1,244,893 918,257 - -
Sunrise, Florida (y) 569,436 968,749 - -
Ponderosa Restaurants:
Appleton, Wisconsin - 181,153 561,582 - -
Blue Springs, Missouri - 691,797 1,136,902 - -
Eureka, Missouri - 379,675 604,449 - -
Indiana, Pennsylvania - 714,789 - 1,317,317 -
Johnstown, Pennsylvania - 599,391 - 1,159,989 -
Kissimmee, Florida - 637,984 824,276 - -
Massena, New York - 129,816 659,340 - -
Middletown, New York - 214,177 853,505 - -
Oneonta, New York - 366,941 524,341 - -
Popeye's Famous Fried
Chicken Restaurants:
Thomasville, Georgia - 113,780 407,429 - -
Valdosta, Georgia - 158,880 378,057 - -
Red Robin Restaurant:
Columbus, Ohio - 723,572 - 1,080,644 -
Rio Bravo Fresh Mex Cantina
Restaurants:
Altamonte Springs, Florida (y) 1,259,828 1,623,073 - -
Atlanta, Georgia (y) 1,463,644 1,874,198 - -
Jacksonville, Florida (y) 1,725,325 1,574,207 - -
Lake Mary, Florida (y) 88,077 2,019,028 - -
Morrow, Georgia (y) 934,922 1,842,623 - -
Nashville, Tennessee (y) 956,799 2,692,320 - -
Roadhouse Grill Restaurants:
Brandon, Florida (y) 914,103 - 691,171 -
Centerville, Ohio - 1,227,360 - 403,031 -
Clearwater, Florida (y) 1,370,391 - 946,608 -
Columbus, Ohio - 884,184 - 270,544 -
Fairfield, Ohio - 1,151,865 - 910,321 -
Grove City, Ohio - 649,962 - 978,307 -
Jacksonville, Florida - 1,307,683 - 1,031,615 -
Jacksonville, Florida (y) 394,025 - 1,442,752 -
Pensacola, Florida (y) 927,463 - 691,228 -
Pineville, North Carolina - 1,202,760 - 1,275,957 -
Rock Hill, South Carolina - 599,193 - 436,441 -
Rubio's Baja Grill Restaurant:
Taylorsville, Utah (x) - 889,562 487,475 - -
Ruby Tuesday's Restaurants:
Bartow, Florida - 416,311 - 963,438 -
Champlin, Minnesota - 508,564 - 776,930 -
Colorado Springs, Colorado - 696,645 - 984,791 -
Coral Springs, Florida - 714,999 - 1,012,478 -
Dillon, Colorado - 557,630 - 1,047,984 -
Draper, Utah - 518,832 - - -
Independence, Missouri - 980,703 - - -
Kansas City, Missouri - 633,990 - 1,058,846 -
Lakeland, Florida - 574,441 742,781 - -
Lakewood, Washington - 430,741 - 689,963 -
London, Kentucky - 354,415 - - -
Orange City, Florida - 719,563 - - -
Orlando, Florida - 649,551 - 127,094 -
Port Saint Lucie, Florida - 436,830 - 259,866 -
Somerset, Kentucky - 545,612 - 868,606 -
Vero Beach, Florida - 537,770 - 1,156,886 -
Ruth's Chris Steak House
Restaurant:
Tampa, Florida - 1,076,442 1,062,751 - -
Ryan's Family Steak House
Restaurant:
Spring Hill, Florida - 591,371 - 1,175,273 -
Shoney's Restaurants:
Indian Harbor Beach, Florida (m) - 309,101 - 420,246 -
Phoenix, Arizona - 469,721 - 85,872 -
Sonny's Real Pit Bar-B-Q
Restaurants:
Athens, Georgia - 628,688 962,524 - -
Conyers, Georgia - 371,021 593,171 - -
Doraville, Georgia - 585,461 812,822 - -
Marietta, Georgia - 527,572 870,710 - -
Norcross, Georgia - 734,105 961,287 - -
Smyrna, Georgia - 634,379 643,323 - -
Thomasville, Georgia - 264,476 - 825,466 -
Venice, Florida - 498,746 - - -
Steak and Ale Restaurants:
Altamonte Springs, Florida - 1,006,396 690,731 - -
Austin, Texas - 705,557 - - -
Birmingham, Alabama - 715,432 - - -
College Park, Georgia - 802,361 - - -
Conroe, Texas - 590,733 - - -
Greenville, South Carolina - 670,594 - - -
Houston, Texas - 776,694 - - -
Houston, Texas - 964,354 - - -
Huntsville, Alabama - 641,125 - - -
Jacksonville, Florida - 670,491 - - -
Maitland, Florida - 684,164 - - -
Memphis, Tennessee - 810,316 798,412 - -
Mesquite, Texas - 592,342 - - -
Miami, Florida - 594,142 - - -
Middletown, New Jersey - 933,759 763,368 - -
Norcorss, Georgia - 740,132 - - -
Orlando, Florida - 922,679 725,256 - -
Palm Harbor, Florida - 487,021 - - -
Pensacola, Florida - 354,419 - - -
Tulsa, Oklahoma - 433,713 - - -
Taco Bell Restaurants:
Colonial Heights, Virginia - 447,458 - 383,785 -
Hayes, Virginia - 299,870 - - -
Livingston, Tennessee - 212,438 - - -
Richmond, Virginia - 474,588 - 478,974 -
Richmond, Virginia - 404,578 - 451,129 -
Richmond, Virginia - 402,947 - - -
Saint Louis, Missouri - 308,915 351,160 - -
Saint Louis, Missouri - 349,637 - - -
Wentzville, Missouri - 336,432 - 229,194 -
Williamsburg, Virginia - 343,906 - - -
Taco Bell/Pizza Hut Restaurants:
Dallas, Texas (o) (y) 335,196 - 694,908 -
Texas Roadhouse Restaurants:
Ammon, Idaho - 504,934 - 826,842 -
Aurora, Colorado - 656,917 - 483,589 -
Cedar Rapids, Iowa - 581,600 - 104,177 -
Gastonia, North Carolina - 237,777 - 1,152,076 -
Hickory, North Carolina (y) 554,901 1,032,705 -
Shively, Kentucky (y) 713,534 995,529 - -
TGI Friday's Restaurants:
El Paso, Texas - 599,160 - - -
Goodyear, Arizona - 971,812 - 1,461,969 -
Henderson, Nevada - 1,387,007 - 1,996,405 -
Independence, Missouri - 856,278 - - -
Lakeland, Florida - 571,236 - 1,296,199 -
Leawood, Kansas - 2,437,336 - 9,243 -
Mesa, Arizona - 914,342 - - -
Shawnee, Kansas - 886,592 - 1,624,138 -
Temecula, California - 1,239,033 - 1,479,124 -
Union City, California - 1,203,257 - 1,892,964 -
TropiGrill Restaurants:
Altamonte Springs, Florida (y) 548,886 700,856 - -
Orlando, Florida (y) 618,372 631,370 - -
Tumbleweed Southwest Mesquite
Bar & Grill Restaurants:
Clarksville, Tennessee - 608,678 - - -
Cookeville, Tennessee - 511,084 - - -
Hermitage, Tennessee - 551,646 - - -
Murfreesboro, Tennessee - 514,900 - - -
Nashville, Tennessee - 420,176 - - -
Village Inn Restaurant:
Omaha, Nebraska - 511,811 756,304 - -
Wendy's Old Fashioned
Hamburgers Restaurants:
Camarillo, California - 640,066 - 688,918 -
Knoxville, Tennessee - 358,027 - 444,622 -
Knoxville, Tennessee (y) 555,813 - 442,025 -
Paso Robles, California (y) 488,270 - 783,849 -
Santa Maria, California - - - 302,359 -
Westlake Village, California - 841,374 - 699,082 -
-----------------
================= ================= ================= ============
$330,002,516 $175,829,231 $192,432,181 -
================= ================= ================= ============
Property of Joint Venture in Which the
Company has a 59.22% Interest and has
Invested in Under an Operating Lease:
Bennigan's Restaurant:
Orlando, Florida - $708,297 - $1,008,108 -
================= ================= ================= ============
Properties the Company
has Invested in Under
Direct Financing Leases:
Applebee's Restaurants:
Freeport, Illinois - 197,631 1,008,908 - -
Moscow, Idaho - - - 1,238,460 -
Rockford, Illinois - - 1,096,139 - -
Salinas, California - - - 794,058 -
Tullahoma, Tennessee - 324,362 1,009,364 - -
Arby's Restaurants:
Bartow, Florida - - - 419,771 -
Brooksville, Florida - - 373,970 - -
Brooksville, Florida - - 427,500 - -
Elfers, Florida - - 403,422 - -
Grand Rapids, Michigan (k) - - - 938,296 -
Hudson, Florida - - 495,426 - -
Lakeland, Florida - - 458,110 - -
Plant City, Florida - - 449,949 - -
Barb Wires Steakhouse
Restaurants:
Lawrence, Kansas - - 1,022,607 - -
Bennigan's Restaurants:
Bedford, Texas - - 954,774 - -
Clearwater, Florida - - 1,043,049 - -
Colorado Springs, Colorado - - 902,872 - -
Englewood, Colorado - - 1,131,082 - -
Florham Park, New Jersey - - 1,092,401 - -
Houston, Texas - - 985,394 - -
Jacksonville, Florida - - 819,356 - -
Jacksonville, Florida - - 1,061,339 - -
North Richland Hills, Texas - - 983,252 - -
Oklahoma City, Oklahoma - - 1,015,084 - -
Pensacola, Florida - - 980,438 - -
Saint Louis Park, Minnesota - - 1,280,033 - -
Tampa, Florida - - 1,312,146 - -
Winston-Salem, North Carolina - 247,828 992,552 - -
Woodridge, Illinois - - 991,688 - -
Big Boy Restaurants:
Bridgeton, Missouri (m) - - - 677,631 -
Woodson Terrace, Missouri (m) - - - 1,246,946 -
Black Angus Restaurant:
Dublin, California - - - 1,247,473 -
Black-eyed Pea Restaurants:
Albuquerque, New Mexico (m) - - 705,746 - -
Albuquerque, New Mexico (m) - - 704,757 - -
Bedford, Texas - - 655,028 - -
Dallas, Texas - - - 655,011 -
Dallas, Texas - - 698,827 - -
Forestville, Maryland - - 681,034 - -
Fort Worth, Texas - - 655,014 - -
Hillsboro, Texas - - - 716,364 -
Houston, Texas - - 685,977 - -
Mesa, Arizona - - 906,740 - -
Oklahoma City, Oklahoma - - 651,523 - -
Phoenix, Arizona - - 677,681 - -
Phoenix, Arizona - - 677,805 - -
Phoenix, Arizona - - 682,141 - -
Scottsdale, Arizona - - - 823,188 -
Tucson, Arizona (m) - - 678,333 - -
Waco, Texas (m) - - 699,815 - -
Wichita, Kansas (m) - - 698,827 - -
Burger King Restaurants:
Atlanta, Georgia - - - 582,222 -
Lacey, Washington - - 840,711 - -
Montgomery, Alabama - - 966,175 - -
Olympia, Washington - - 920,058 - -
Port Angeles, Washington - - 696,026 - -
Prattville, Alabama - 262,664 812,946 - -
Tuskegee, Alabama - 127,618 899,076 - -
Darryl's Restaurants:
Evansville, Indiana (y) - 974,401 - -
Knoxville, Tennessee (y) - 709,047 - -
Louisville, Kentucky (y) - 915,201 - -
Mobile, Alabama - - 1,009,042 - -
Montgomery, Alabama (y) - 952,382 - -
Nashville, Tennessee (y) - 736,400 - -
Pensacola, Florida (y) - 725,709 - -
Richmond, Virginia - - 775,617 - -
Richmond, Virginia (y) - 650,175 - -
Winston-Salem, North Carolina - - 812,752 - -
Denny's Restaurants:
Akron, Ohio - 137,424 938,202 - -
Duncan, South Carolina - - 826,770 - -
Landrum, South Carolina - - 492,869 - -
McMcKinney,eTexas - - 655,052 - '
Mooresville, North Carolina - - 736,649 - -
TaTampa,lFlorida - - - 715,957 -
Topeka, Kansas - - 700,166 - -
Winter Springs, Florida - - 886,915 - -
Fazoli's Restaurant:
Southaven, Mississippi - - - 609,277 -
Golden Corral Family
Steakhouse Restaurants:
Eastlake, Ohio - 256,332 1,473,307 - -
Hardee's Restaurants:
Aynor, South Carolina (y) 44,871 557,446 - -
Biscoe, North Carolina (y) 60,301 519,290 - -
Columbia, Tennessee (y) - 644,519 - -
Horn Lake, Mississippi (y) - 622,268 - -
Iuka, Mississippi (y) 130,258 546,459 - -
Johnson City, Tennessee - - 618,318 - -
Mobile, Alabama - - 540,173 - -
Warrior, Alabama (y) - 518,434 - -
West Point, Mississippi (y) - 569,388 - -
International House of
Pancakes Restaurants:
Alexandria, Virginia - - 852,645 - -
Anderson, South Carolina - - 957,414 - -
Blue Bell, Pennsylvania - - 829,834 - -
Chesapeake, Virginia - - 1,059,499 - -
Corpus Christi, Texas - - 864,457 - -
Crestwood, Illinois - - 935,262 - -
Elk Grove, California (y) - 1,039,584 - -
Flagstaff, Arizona - 293,762 1,121,276 - -
Fredericksburg, Virginia - - 972,595 - -
Hickory, North Carolina - - 1,202,183 - -
Hollywood, California - - 994,845 - -
Houston, Texas - - 1,017,365 - -
Loveland, Colorado (y) - 963,597 - -
Maryville, Tennessee (y) 243,825 963,231 - -
Montgomery, Alabama - - 843,378 - -
Pittsburg, California - - 1,014,264 - -
Plano, Texas - - 982,443 - -
Salem, New Hampshire - - 779,153 - -
San Antonio, Texas - - 1,081,335 - -
Tuscaloosa, Alabama - - 930,720 - -
Victoria, Texas (y) - 814,015 - -
Virginia Beach, Virginia - - 1,013,830 - -
Warner Robins, Georgia - - 833,493 - -
KFC Restaurant:
Putnam, Connecticut - - 530,846 - -
On the Border Restaurant:
San Antonio, Texas - - - 1,305,217 -
Popeye's Famous Fried
Chicken Restaurant:
Starke, Florida - 208,910 - 427,066 -
Ruby Tuesday's Restaurants:
Draper, Utah - - - 1,036,077 -
Independence, Missouri - - - 554,092 -
London, Kentucky - - - 845,249 -
Louisville, Kentucky - - - 1,072,199 -
Orange City, Florida - - - 1,047,180 -
Puyallup, Washington - - - 934,118 -
Sebring, Florida - 230,828 - 775,603 -
Saint George, Utah - - - 895,583 -
Sonny's Real Pit Bar-B-Q
Restaurant:
Venice, Florida - - 1,004,407 - -
Steak and Ale Restaurants:
Austin, Texas - - 745,609 - -
Birmingham, Alabama - - 681,623 - -
College Park, Georgia - - 909,525 - -
Conroe, Texas - - 1,032,606 - -
Greenville, South Carolina - - 1,180,342 - -
Houston, Texas - - 1,092,606 - -
Houston, Texas - - 978,733 - -
Huntsville, Alabama - - 810,041 - -
Jacksonville, Florida - - 879,060 - -
Maitland, Florida - - 791,599 - -
Mesquite, Texas - - 908,017 - -
Miami, Florida - - 1,176,774 - -
Norcorss, Georgia - - 966,814 - -
Palm Harbor, Florida - - 816,569 - -
Pensacola, Florida - - 826,191 - -
Tulsa, Oklahoma - - 1,067,543 - -
Taco Bell Restaurants:
Hayes, Virginia - - - 443,302 -
Livingston, Tennessee - - - 436,198 -
Richmond, Virginia - - - 575,079 -
Saint Louis, Missouri - - 471,686 - -
Williamsburg, Virginia - - - 438,410 -
Texas Roadhouse Restaurant:
Fayetteville, North Carolina - - 944,114 - -
TGI Friday's Restaurants:
El Paso, Texas - - - 1,089,566 -
Independence, Missouri - - - 1,664,913 -
Mesa, Arizona - - - 1,440,217 -
TGI Friday's/Redfish Looziana
Roadhouse Restaurants:
San Diego, California (n) - 2,399,895 - 3,646,084 -
Tumbleweed Southwest Mesquite
Bar & Grill Restaurants:
Clarksville, Tennessee - - - 934,598 -
Cookeville, Tennessee - - 1,029,717 - -
Hendersonville, Tennessee - - 782,282 - -
Hermitage, Tennessee - - - 965,664 -
Murfreesboro, Tennessee - - 976,699 - -
Nashville, Tennessee - - - 949,367 -
-
Wendy's Old Fashioned -
Hamburgers Restaurants: -
Carmel Mountain, California - - 594,856 - -
Knoxville, Tennessee - - - 463,995 -
San Diego, California - - - 590,058 -
Sevierville, Tennessee - - - 531,726 -
Seymour, Tennessee - - - 472,670 -
================= ================= ================= ============
$5,166,509 $101,256,723 $34,198,885 -
================= ================= ================= ============
Gross Amount at Which Life on Which
Carried at Close of Period (b) (m) Depreciation in
- ----------------------------------------------------- Date Latest Income
Buildings and Accumulated of Con- Date Statement is
Land Improvements Total Depreciation struction Acquired Computed
- ------------------ ------------------------------------ ---------------------------------------------------------
609,696 770,331 1,380,027 34,770 1991 08/98 (e)
556,070 983,010 1,539,080 44,370 1995 08/98 (e)
625,868 936,068 1,561,936 42,251 1996 08/98 (e)
489,867 1,003,630 1,493,497 45,301 1993 08/98 (e)
549,651 966,628 1,516,279 43,631 1994 08/98 (e)
735,272 827,474 1,562,746 37,350 1992 08/98 (e)
390,058 943,019 1,333,077 42,565 1997 08/98 (e)
568,168 925,046 1,493,214 41,754 1998 08/98 (e)
740,165 835,996 1,576,161 37,734 1995 08/98 (e)
874,094 880,494 1,754,588 60,724 1997 12/96 (e)
537,410 (g) 537,410 (h) 1999 08/99 (h)
603,828 (g) 603,828 (h) 1996 01/99 (h)
778,775 1,131,575 1,910,350 8,474 1999 10/99 (e)
786,475 (g) 786,475 (h) 1997 02/97 (h)
508,120 630,308 1,138,428 5,178 1999 12/99 (e)
230,720 455,946 686,666 24,171 1988 05/98 (e)
648,459 683,390 1,331,849 32,094 1998 08/98 (e)
326,788 391,270 718,058 12,354 1995 01/99 (e)
338,486 497,282 835,768 54,497 1996 09/96 (e)
226,428 (g) 226,428 (h) 1995 01/99 (h)
266,606 (g) 266,606 (h) 1994 01/99 (h)
248,277 (g) 248,277 (h) 1984 01/99 (h)
586,477 606,850 1,193,327 21,170 1998 12/98 (e)
307,909 622,689 930,598 5,189 1999 12/99 (e)
441,770 621,014 1,062,784 30,243 1998 07/98 (e)
483,868 576,483 1,060,351 20,009 1999 12/98 (e)
709,624 540,955 1,250,579 247 1999 12/99 (e)
242,777 (g) 242,777 (h) 1992 01/99 (h)
434,000 285,499 719,499 (c) (d) 10/99 (c)
312,670 (g) 312,670 (h) 1995 08/95 (h)
363,478 404,650 768,128 32,492 1990 08/97 (e)
277,986 490,143 768,129 39,357 1995 08/97 (e)
270,539 (g) 270,539 (h) 1993 01/99 (h)
- 595,455 595,455 (c) (d) 11/99 (c)
439,935 670,560 1,110,495 5,588 1999 12/99 (e)
228,364 539,764 768,128 43,341 1995 08/97 (e)
276,567 505,359 781,926 58,612 1995 07/96 (e)
273,325 413,077 686,402 33,169 1994 08/97 (e)
268,545 485,160 753,705 38,957 1995 08/97 (e)
235,996 (g) 235,996 (h) 1990 01/99 (h)
320,924 463,347 784,271 38,052 1992 07/97 (e)
- 336,297 336,297 (c) (d) 12/99 (c)
463,047 621,088 1,084,135 33,030 1998 05/98 (e)
196,251 (g) 196,251 (h) 1991 01/99 (h)
412,516 673,289 1,085,805 20,829 1998 01/99 (e)
583,128 444,307 1,027,435 (c) (d) 09/99 (c)
421,059 632,791 1,053,850 9,376 1999 07/99 (e)
322,412 371,694 694,106 11,736 1992 01/99 (e)
504,163 485,272 989,435 (c) (d) 09/99 (c)
733,180 665,895 1,399,075 17,560 1999 03/99 (e)
498,427 701,500 1,199,927 5,846 1999 09/99 (e)
522,786 289,350 812,136 10,465 1998 12/98 (e)
449,010 728,259 1,177,269 4,323 1978 10/99 (e)
679,830 1,041,258 1,721,088 6,181 1987 10/99 (e)
419,238 848,874 1,268,112 5,039 1979 10/99 (e)
543,966 1,131,838 1,675,804 6,719 1991 10/99 (e)
573,069 468,307 1,041,376 2,780 1980 10/99 (e)
647,562 869,687 1,517,248 5,163 1977 10/99 (e)
488,663 1,141,844 1,630,506 6,778 1992 10/99 (e)
664,403 852,845 1,517,248 5,063 1970 10/99 (e)
567,083 1,176,715 1,743,798 6,985 1978 10/99 (e)
375,257 734,314 1,109,571 4,359 1977 10/99 (e)
614,512 630,952 1,245,464 3,745 1977 10/99 (e)
518,276 591,047 1,109,323 3,508 1980 10/99 (e)
586,045 718,306 1,304,351 4,264 1977 10/99 (e)
493,489 (g) 493,489 (h) 1994 08/97 (h)
714,194 1,302,733 2,016,927 119,387 1997 04/97 (e)
944,185 1,504,357 2,448,542 (c) (d) 10/99 (c)
768,333 (g) 768,333 (h) 1986 06/98 (h)
1,419,261 95,308 1,514,569 (c) (d) 12/99 (c)
900,038 (g) 900,038 (h) 1979 06/98 (h)
794,255 (g) 794,255 (h) 1979 06/98 (h)
1,419,261 95,308 1,514,569 (c) (d) 12/99 (c)
665,141 (g) 665,141 (h) 1984 06/98 (h)
1,460,179 901,042 2,361,221 46,348 1982 06/98 (e)
1,077,645 (g) 1,077,645 (h) 1983 06/98 (h)
1,009,338 44,400 1,053,738 (c) (d) 12/99 (c)
1,028,193 1,512,031 2,540,224 (c) (d) 08/99 (c)
908,502 (g) 908,502 (h) 1979 06/98 (h)
779,387 (g) 779,387 (h) 1983 06/98 (h)
832,557 (g) 832,557 (h) 1981 06/98 (h)
1,075,230 501,111 1,576,342 (c) (d) 10/99 (c)
1,305,939 1,030,685 2,336,624 53,017 1982 06/98 (e)
886,048 (g) 886,048 (h) 1979 06/98 (h)
693,453 1,072,916 1,766,369 8,941 1998 12/98 (e)
756,750 (g) 756,750 (h) 1986 06/98 (h)
1,585,461 874,143 2,459,604 44,964 1978 06/98 (e)
692,093 (g) 692,093 (h) 1983 06/98 (h)
885,111 (g) 885,111 (h) 1976 06/98 (h)
734,245 (g) 734,245 (h) 1980 06/98 (h)
789,680 (g) 789,680 (h) 1987 12/98 (h)
298,330 771,486 1,069,816 19,992 1986 03/99 (e)
373,239 873,481 1,246,720 14,558 1999 06/99 (e)
289,405 434,316 723,721 (c) (d) 02/99 (c)
168,583 878,386 1,046,969 27,094 1992 01/99 (e)
251,187 737,670 988,857 13,581 1982 06/99 (e)
346,116 829,946 1,176,062 22,265 1987 03/99 (e)
496,025 792,520 1,288,545 (c) (d) 01/99 (c)
273,460 694,837 968,297 9,339 1999 08/99 (e)
624,303 952,724 1,577,027 24,688 1986 03/99 (e)
395,842 631,903 1,027,745 13,564 1978 04/99 (e)
122,097 974,597 1,096,694 25,166 1990 03/99 (e)
623,709 933,059 1,556,768 7,917 1997 04/97 (e)
515,607 838,027 1,353,634 17,258 1981 05/99 (e)
460,466 720,050 1,180,516 17,590 1982 04/99 (e)
401,115 667,600 1,068,715 12,377 1997 06/99 (e)
656,263 1,162,746 1,819,009 9,690 1997 08/97 (e)
503,048 626,215 1,129,263 12,671 1979 05/99 (e)
366,776 778,584 1,145,360 24,086 1999 01/99 (e)
644,889 991,991 1,636,880 20,444 1981 05/99 (e)
450,010 760,630 1,210,640 15,489 1979 05/99 (e)
369,314 704,550 1,073,864 19,801 1984 02/99 (e)
466,949 630,982 1,097,931 14,797 1984 04/99 (e)
437,383 770,447 1,207,830 23,061 1991 02/99 (e)
318,979 1,013,110 1,332,089 21,511 1999 05/99 (e)
238,400 700,519 938,919 15,927 1987 04/99 (e)
608,835 859,893 1,468,728 12,921 1992 07/99 (e)
376,905 692,124 1,069,029 18,946 1981 03/99 (e)
373,164 869,059 1,242,223 10,655 1993 08/99 (e)
744,126 (g) 744,126 (h) 1994 05/99 (h)
678,779 1,049,420 1,728,199 4,888 1999 11/99 (e)
744,764 1,082,896 1,827,660 25,052 1998 04/99 (e)
883,976 1,311,307 2,195,283 10,928 1999 09/99 (e)
362,141 989,635 1,351,776 48,375 1996 07/98 (e)
404,881 (g) 404,881 (h) 1996 10/97 (h)
514,282 989,138 1,503,420 8,243 1999 09/99 (e)
683,537 1,124,255 1,807,792 16,658 1999 07/99 (e)
821,011 1,056,003 1,877,014 8,197 1999 10/99 (e)
784,939 (g) 784,939 (h) 1994 09/97 (h)
568,087 974,706 1,542,793 25,412 1998 03/99 (e)
1,023,806 (g) 1,023,806 (h) 1999 09/99 (h)
800,046 1,192,375 1,992,421 8,929 1999 10/99 (e)
774,448 507,587 1,282,035 45,822 1997 04/97 (e)
585,818 866,641 1,452,459 68,401 1997 08/97 (e)
507,544 328,353 835,897 27,025 1997 07/97 (e)
353,608 606,470 960,078 36,416 1997 05/98 (e)
365,784 605,763 971,547 65,389 1996 10/96 (e)
705,522 626,845 1,332,367 62,856 1996 12/96 (e)
667,992 661,776 1,329,768 51,809 1997 08/97 (e)
566,562 403,730 970,292 25,279 1997 04/98 (e)
885,567 648,755 1,534,322 50,375 1997 09/97 (e)
631,336 675,111 1,306,447 55,566 1997 07/97 (e)
515,827 572,706 1,088,533 42,940 1997 10/97 (e)
469,041 336,295 805,336 26,555 1997 08/97 (e)
473,596 586,377 1,059,973 48,102 1997 07/97 (e)
526,092 504,483 1,030,575 37,594 1997 10/97 (e)
528,118 340,297 868,415 36,081 1996 10/96 (e)
378,786 388,489 767,275 39,381 1996 12/96 (e)
482,361 316,135 798,496 23,883 1997 09/97 (e)
448,185 681,598 1,129,783 56,784 1997 07/97 (e)
788,248 209,449 997,697 23,601 1996 07/96 (e)
751,576 757,026 1,508,602 62,308 1997 07/97 (e)
651,867 775,634 1,427,501 63,839 1997 07/97 (e)
234,685 589,367 824,052 36,788 1994 04/98 (e)
569,782 294,878 864,660 23,896 1997 04/97 (e)
597,021 962,188 1,559,210 30,123 1982 03/99 (e)
394,712 (g) 394,712 (h) 1998 06/98 (h)
543,095 620,617 1,163,712 70,337 1996 08/96 (e)
217,079 833,772 1,050,851 14,505 1999 06/99 (e)
680,192 575,426 1,255,618 50,765 1997 05/97 (e)
769,842 411,012 1,180,854 35,512 1997 05/97 (e)
917,717 784,590 1,702,307 74,214 1996 02/97 (e)
349,582 385,483 735,065 (c) (d) 09/99 (c)
445,471 434,907 880,378 11,508 1971 03/99 (e)
387,913 560,993 948,906 14,845 1991 03/99 (e)
323,106 1,219,165 1,542,270 36,923 1991 03/99 (e)
672,815 621,133 1,293,948 69,885 1996 08/96 (e)
477,686 719,221 1,196,907 19,031 1989 03/99 (e)
233,468 689,696 923,164 66,812 1970 02/97 (e)
308,272 (g) 308,272 (h) 1993 01/99 (h)
360,438 1,062,531 1,422,969 32,778 1988 03/99 (e)
339,900 745,696 1,085,597 19,732 1987 03/99 (e)
448,745 626,866 1,075,610 19,278 1988 01/99 (e)
775,925 458,838 1,234,763 12,141 1971 03/99 (e)
402,927 (g) 402,927 (h) 1988 01/99 (h)
379,798 695,812 1,075,610 21,399 1990 01/99 (e)
273,353 718,493 991,846 19,012 1973 03/99 (e)
1,211,346 829,339 2,040,685 90,886 1996 09/96 (e)
546,261 714,114 1,260,375 57,711 1997 07/97 (e)
625,123 958,670 1,583,793 30,031 1974 03/99 (e)
261,321 802,689 1,064,010 21,240 1975 03/99 (e)
424,416 822,399 1,246,814 25,292 1995 01/99 (e)
281,966 581,637 863,603 15,391 1967 03/99 (e)
479,315 497,291 976,606 (c) (d) 08/99 (c)
363,327 596,839 960,166 15,793 1987 03/99 (e)
375,952 820,967 1,196,919 21,724 1987 03/99 (e)
348,663 626,806 975,469 11,019 1999 06/99 (e)
965,223 549,565 1,514,788 46,801 1977 06/97 (e)
944,585 689,363 1,633,948 58,706 1971 06/97 (e)
1,372,077 1,566,797 2,938,874 3,434 1999 06/99 (e)
986,426 1,680,312 2,666,738 112,174 1994 12/97 (e)
1,122,087 2,017,496 3,139,583 48,365 1999 04/99 (e)
938,162 1,681,670 2,619,832 112,265 1995 12/97 (e)
869,178 1,309,759 2,178,937 31,398 1999 04/99 (e)
844,185 1,425,740 2,269,926 34,179 1999 04/99 (e)
984,259 1,103,690 2,087,949 26,458 1999 04/99 (e)
945,234 1,475,339 2,420,573 98,491 1994 12/97 (e)
1,239,264 1,490,392 2,729,656 35,729 1999 04/99 (e)
570,815 1,536,290 2,107,105 36,829 1999 04/99 (e)
963,047 1,505,671 2,468,718 100,516 1995 12/97 (e)
1,156,847 1,188,272 2,345,119 39,935 1997 12/98 (e)
1,089,268 931,637 2,020,905 22,334 1999 04/99 (e)
1,032,271 1,074,834 2,107,105 25,767 1999 04/99 (e)
960,779 1,365,563 2,326,342 74,139 1990 05/98 (e)
470,047 1,541,280 2,011,327 36,948 1999 04/99 (e)
1,495,716 1,674,517 3,170,232 40,143 1999 04/99 (e)
878,358 1,449,034 2,327,392 34,737 1999 04/99 (e)
869,408 1,548,972 2,418,380 37,133 1999 04/99 (e)
844,918 1,712,340 2,557,257 41,049 1999 04/99 (e)
563,479 (g) 563,479 (h) 1983 06/97 (h)
698,367 570,468 1,268,835 48,581 1983 06/97 (e)
777,842 663,941 1,441,783 56,541 1981 06/97 (e)
589,574 (g) 589,574 (h) 1983 06/97 (h)
647,375 (g) 647,375 (h) 1983 06/97 (h)
495,195 (g) 495,195 (h) 1983 06/97 (h)
346,380 (g) 346,380 (h) 1984 06/97 (h)
513,218 (g) 513,218 (h) 1981 06/97 (h)
1,485,631 772,853 2,258,484 65,816 1983 06/97 (e)
389,394 (g) 389,394 (h) 1983 06/97 (h)
840,525 505,176 1,345,701 43,021 1980 06/97 (e)
1,131,164 719,865 1,851,029 61,304 1972 06/97 (e)
618,125 (g) 618,125 (h) 1982 06/97 (h)
311,196 (g) 311,196 (h) 1982 06/97 (h)
436,867 (g) 436,867 (h) 1978 06/97 (h)
641,080 629,348 1,270,428 4,311 1999 10/99 (e)
219,702 (g) 219,702 (h) 1992 03/99 (h)
361,025 572,098 933,123 15,138 1992 03/99 (e)
457,851 454,566 912,417 12,028 1985 03/99 (e)
392,818 664,851 1,057,669 17,593 1985 03/99 (e)
155,398 (g) 155,398 (h) 1992 03/99 (h)
439,961 (g) 439,961 (h) 1996 06/96 (h)
307,292 (g) 307,292 (h) 1992 03/99 (h)
466,555 506,094 972,649 72,870 1981 09/95 (e)
328,506 358,314 686,819 9,481 1992 03/99 (e)
528,090 625,653 1,153,743 90,080 1987 09/95 (e)
397,302 (g) 397,302 (h) 1997 08/97 (h)
414,731 (g) 414,731 (h) 1989 03/99 (h)
555,232 (g) 555,232 (h) 1994 03/99 (h)
464,957 178,078 643,035 14,673 1997 07/97 (e)
628,804 36,311 665,115 3,009 1997 07/97 (e)
485,013 (g) 485,013 (h) 1999 02/99 (h)
440,812 1,039,283 1,480,095 24,914 1999 04/99 (e)
456,629 1,170,630 1,627,259 49,738 1998 09/98 (e)
384,221 643,854 1,028,075 93,339 1995 09/95 (e)
359,455 653,853 1,013,308 91,986 1995 10/95 (e)
426,349 805,517 1,231,866 39,301 1997 07/98 (e)
848,133 1,008,678 1,856,811 33,231 1999 01/99 (e)
442,218 930,207 1,372,425 64,152 1996 12/96 (e)
1,031,098 1,092,939 2,124,037 149,284 1995 11/95 (e)
781,046 1,277,050 2,058,096 18,692 1999 07/99 (e)
576,548 934,918 1,511,466 70,719 1997 09/97 (e)
349,227 699,756 1,048,983 102,534 1995 08/95 (e)
546,078 993,149 1,539,227 44,828 1998 08/98 (e)
601,296 1,344,016 1,945,312 31,851 1998 04/99 (e)
1,043,108 977,508 2,020,616 139,205 1995 12/95 (e)
324,012 1,029,242 1,353,254 35,906 1998 12/98 (e)
564,242 1,056,315 1,620,557 49,608 1998 08/98 (e)
161,390 1,028,945 1,190,335 71,499 1997 12/97 (e)
569,664 1,017,781 1,587,445 49,193 1998 07/98 (e)
364,536 865,147 1,229,683 60,669 1997 11/97 (e)
587,794 1,262,175 1,849,969 346 1999 12/99 (e)
582,807 1,387,885 1,970,692 9,597 1999 07/99 (e)
579,242 1,229,239 1,808,481 (c) (d) 07/99 (c)
320,880 1,155,880 1,476,760 36,392 1999 01/99 (e)
590,538 1,176,436 1,766,974 77,539 1997 01/98 (e)
738,839 969,481 1,708,320 266 1999 12/99 (e)
640,320 898,171 1,538,491 130,850 1995 08/95 (e)
380,709 1,124,332 1,505,041 25,516 1999 04/99 (e)
456,646 861,803 1,318,449 59,435 1996 02/97 (e)
679,236 1,469,954 2,149,190 1,208 1999 12/99 (e)
615,554 1,184,073 1,799,627 89,551 1997 09/97 (e)
541,264 1,173,738 1,715,002 91,029 1997 09/97 (e)
409,153 943,712 1,352,865 68,945 1997 10/97 (e)
479,197 954,051 1,433,248 95,845 1997 12/96 (e)
374,230 838,342 1,212,572 74,000 1997 05/97 (e)
428,841 1,031,457 1,460,298 68,950 1997 12/97 (e)
395,839 887,540 1,283,379 49,645 1997 04/98 (e)
548,821 1,099,448 1,648,269 62,202 1997 04/98 (e)
570,004 1,271,666 1,841,670 42,505 1998 12/98 (e)
322,433 987,385 1,309,818 66,269 1997 12/97 (e)
633,459 1,606,040 2,239,499 41,471 1999 03/99 (e)
626,999 1,130,692 1,757,691 123,705 1996 09/96 (e)
701,125 1,254,740 1,955,865 9,740 1999 10/99 (e)
825,650 1,161,192 1,986,842 150,876 1995 02/96 (e)
688,477 1,237,344 1,925,821 12,382 1999 09/99 (e)
357,429 650,249 1,007,678 93,603 1995 09/95 (e)
870,832 1,688,719 2,559,551 (c) (d) 04/99 (c)
303,633 970,489 1,274,122 83,180 1997 06/97 (e)
405,631 884,954 1,290,585 64,897 1983 10/97 (e)
282,099 534,632 816,731 39,206 1981 10/97 (e)
370,667 431,642 802,309 31,654 1981 10/97 (e)
693,733 810,458 1,504,191 59,434 1982 10/97 (e)
371,254 685,847 1,057,101 48,479 1979 11/97 (e)
422,489 528,849 951,338 38,782 1981 10/97 (e)
451,235 548,178 999,413 40,200 1982 10/97 (e)
287,331 712,081 999,412 52,219 1980 10/97 (e)
375,116 605,067 980,183 41,996 1982 12/97 (e)
388,699 793,475 1,182,174 58,188 1977 10/97 (e)
728,574 793,410 1,521,984 58,183 1982 10/97 (e)
436,471 659,089 1,095,560 48,333 1982 10/97 (e)
627,680 804,399 1,432,079 58,989 1977 10/97 (e)
493,536 619,786 1,113,322 47,956 1997 09/97 (e)
201,069 465,165 666,234 12,309 1992 03/99 (e)
226,300 (g) 226,300 (h) 1993 03/99 (h)
409,444 604,784 1,014,229 16,003 1993 03/99 (e)
302,787 (g) 302,787 (h) 1993 03/99 (h)
215,567 (g) 215,567 (h) 1993 03/99 (h)
336,696 (g) 336,696 (h) 1993 03/99 (h)
324,298 420,017 744,315 11,114 1993 03/99 (e)
256,050 476,149 732,198 12,599 1993 03/99 (e)
217,396 522,802 740,199 13,834 1993 03/99 (e)
177,659 (g) 177,659 (h) 1992 03/99 (h)
173,386 (g) 173,386 (h) 1993 03/99 (h)
846,183 595,601 1,441,784 50,721 1972 06/97 (e)
817,039 648,765 1,465,804 55,249 1976 06/97 (e)
1,181,460 908,880 2,090,340 77,400 1974 06/97 (e)
632,811 1,135,312 1,768,123 25,454 1997 04/99 (e)
540,896 1,196,239 1,737,135 6,992 1999 10/99 (e)
375,987 964,430 1,340,417 33,381 1997 12/98 (e)
584,766 (g) 584,766 (h) 1997 08/97 (h)
1,096,763 705,345 1,802,108 59,616 1995 06/97 (e)
575,285 802,974 1,378,259 33,971 1997 09/98 (e)
565,639 923,669 1,489,308 21,299 1998 04/99 (e)
416,279 867,972 1,284,251 30,280 1998 12/98 (e)
476,847 961,606 1,438,453 32,317 1998 12/98 (e)
1,407,002 (g) 1,407,002 (h) 1996 06/98 (h)
545,112 1,029,900 1,575,012 35,647 1996 12/98 (e)
645,365 856,532 1,501,897 71,358 1996 07/97 (e)
512,481 831,202 1,343,683 35,165 1998 09/98 (e)
380,687 775,713 1,156,400 32,817 1997 09/98 (e)
460,167 802,640 1,262,807 63,277 1997 08/97 (e)
665,015 580,798 1,245,813 50,574 1994 05/97 (e)
593,624 918,024 1,511,648 30,936 1997 12/98 (e)
488,259 (g) 488,259 (h) 1997 08/97 (h)
647,414 871,268 1,518,682 29,758 1998 12/98 (e)
668,112 941,796 1,609,907 21,717 1998 04/99 (e)
382,950 957,912 1,340,862 32,193 1997 12/98 (e)
504,533 806,624 1,311,157 38,987 1996 07/98 (e)
387,562 891,943 1,279,505 30,953 1997 12/98 (e)
282,868 843,648 1,126,516 28,815 1997 12/98 (e)
579,175 1,176,434 1,755,609 39,537 1997 12/98 (e)
765,743 707,406 1,473,149 58,934 1997 07/97 (e)
319,237 (g) 319,237 (h) 1997 08/97 (h)
711,642 726,339 1,437,981 19,750 1999 03/99 (e)
446,800 416,243 863,043 (c) (d) 10/99 (c)
605,063 649,514 1,254,577 30,148 1998 08/98 (e)
419,488 697,861 1,117,349 56,100 1997 08/97 (e)
457,821 708,581 1,166,402 4,400 1999 10/99 (e)
481,456 636,588 1,118,044 26,757 1998 09/98 (e)
604,724 600,686 1,205,410 15,182 1999 03/99 (e)
361,238 711,595 1,072,833 54,019 1997 09/97 (e)
396,864 620,042 1,016,906 47,353 1997 09/97 (e)
163,533 994,490 1,158,024 9,559 1999 09/99 (e)
369,886 513,533 883,419 48,762 1997 02/97 (e)
124,468 773,506 897,974 62,393 1997 07/97 (e)
389,265 779,211 1,168,476 48,229 1997 02/98 (e)
635,343 703,067 1,338,410 51,751 1997 10/97 (e)
482,309 716,199 1,198,508 8,323 1999 08/99 (e)
286,850 606,547 893,397 47,208 1997 08/97 (e)
462,813 573,816 1,036,629 26,267 1998 08/98 (e)
382,042 613,690 995,732 46,251 1997 09/97 (e)
501,765 754,996 893,036 2,137 1999 12/99 (e)
405,902 658,360 1,064,262 661 1999 12/99 (e)
284,046 577,029 861,075 30,959 1998 05/98 (e)
699,773 892,546 1,592,319 7,438 1999 09/99 (e)
537,223 592,536 1,129,759 53,923 1997 04/97 (e)
370,342 548,107 918,449 50,080 1997 05/97 (e)
420,521 543,338 963,859 46,171 1997 06/97 (e)
545,485 527,020 1,072,505 67,333 1996 03/96 (e)
403,002 610,815 1,013,817 66,651 1996 09/96 (e)
375,776 643,445 1,019,221 70,103 1996 09/96 (e)
372,584 746,622 1,119,206 3,955 1999 11/99 (e)
437,667 591,877 1,029,544 65,188 1996 09/96 (e)
390,509 596,872 987,381 57,817 1997 02/97 (e)
272,937 688,400 961,337 38,695 1998 04/98 (e)
899,898 733,701 1,633,599 17,857 1999 04/99 (e)
737,038 604,806 1,341,844 54,709 1997 04/97 (e)
415,880 649,681 1,065,561 59,005 1997 04/97 (e)
730,674 600,180 1,330,854 56,297 1997 04/97 (e)
603,354 602,630 1,205,984 90,447 1986 06/95 (e)
911,754 581,552 1,493,306 51,490 1997 05/97 (e)
740,616 678,189 1,418,805 45,336 1997 12/97 (e)
853,821 635,185 1,489,006 33,928 1998 05/98 (e)
1,076,096 591,340 1,667,436 19,482 1999 01/99 (e)
418,351 651,064 1,069,415 27,365 1998 09/98 (e)
363,967 776,605 1,140,572 22,323 1999 02/99 (e)
217,851 751,664 969,515 68,268 1992 04/97 (e)
387,455 625,933 1,013,388 56,677 1997 04/97 (e)
383,591 675,860 1,059,451 36,817 1998 05/98 (e)
771,241 793,229 1,564,470 19,740 1999 04/99 (e)
387,533 787,843 1,175,376 19,174 1999 04/99 (e)
681,663 642,924 1,324,587 53,504 1997 07/97 (e)
631,275 567,912 1,199,187 49,556 1997 05/97 (e)
496,689 721,614 1,218,303 17,365 1999 04/99 (e)
717,246 688,066 1,405,312 34,466 1998 06/98 (e)
474,296 759,049 1,233,345 32,805 1998 09/98 (e)
501,168 699,067 1,200,235 5,826 1999 06/99 (e)
274,362 781,797 1,056,159 21,258 1999 03/99 (e)
311,466 700,979 1,012,445 16,868 1999 03/99 (e)
475,748 719,239 1,194,987 6,059 1999 09/99 (e)
495,529 759,800 1,255,329 17,729 1999 04/99 (e)
353,396 904,688 1,258,084 31,210 1999 12/98 (e)
289,257 699,525 988,782 15,364 1999 05/99 (e)
477,580 566,856 1,044,436 31,967 1998 04/98 (e)
464,986 785,149 1,250,136 20,131 1999 03/99 (e)
523,089 617,131 1,140,220 46,454 1997 09/97 (e)
358,130 668,383 1,026,513 49,686 1997 10/97 (e)
89,282 675,334 764,616 (c) (d) 06/99 (c)
417,451 420,493 837,944 (c) (d) 05/99 (c)
310,574 583,883 894,457 (c) (d) 05/99 (c)
205,363 627,202 832,566 (c) (d) 05/99 (c)
315,037 593,560 908,597 (c) (d) 05/99 (c)
158,829 530,826 689,654 (c) (d) 05/99 (c)
165,191 858,299 1,023,491 18,303 1996 05/99 (e)
301,723 (g) 301,723 (h) 1997 07/97 (h)
340,115 687,423 1,027,537 5,729 1999 12/99 (e)
445,493 594,649 1,040,141 14,921 1994 03/99 (e)
311,103 506,943 818,045 4,225 1999 12/99 (e)
376,929 639,875 1,016,804 88,531 1995 11/95 (e)
665,422 481,311 1,146,733 52,219 1996 09/96 (e)
4,894,106 - 4,894,106 (p) (p) 09/98 (p)
320,594 559,433 880,027 52,009 1967 03/96 (e)
242,239 - 242,239 (f) 1989 01/96 (f)
212,053 - 212,053 (f) 1986 05/96 (f)
209,432 - 209,432 (f) 1978 05/96 (f)
174,721 - 174,721 (f) 1975 01/96 (f)
46,737 - 46,737 (f) 1980 05/96 (f)
120,449 - 120,449 (f) 1986 05/96 (f)
190,009 - 190,009 (f) 1996 03/97 (f)
200,442 - 200,442 (f) 1985 01/96 (f)
135,831 - 135,831 (f) 1992 12/96 (f)
187,082 - 187,082 (f) 1990 03/97 (f)
126,494 - 126,494 (f) 1986 01/96 (f)
116,849 - 116,849 (f) 1978 01/96 (f)
226,163 - 226,163 (f) 1987 01/96 (f)
215,881 - 215,881 (f) 1990 05/96 (f)
242,239 - 242,239 (f) 1977 01/96 (f)
245,145 - 245,145 (f) 1975 05/97 (f)
194,012 - 194,012 (f) 1986 01/96 (f)
202,050 - 202,050 (f) 1983 01/96 (f)
142,570 - 142,570 (f) 1996 01/96 (f)
212,093 - 212,093 (f) 1978 05/96 (f)
180,803 - 180,803 (f) 1978 05/96 (f)
99,166 - 99,166 (f) 1994 01/96 (f)
169,454 - 169,454 (f) 1986 05/96 (f)
202,552 - 202,552 (f) 1980 04/96 (f)
216,518 - 216,518 (f) 1975 01/96 (f)
213,090 - 213,090 (f) 1989 03/97 (f)
99,815 - 99,815 (f) 1986 05/96 (f)
152,215 - 152,215 (f) 1994 01/96 (f)
149,206 - 149,206 (f) 1975 03/97 (f)
223,981 - 223,981 (f) 1983 03/97 (f)
259,922 - 259,922 (f) 1976 01/96 (f)
261,529 - 261,529 (f) 1993 01/96 (f)
99,733 - 99,733 (f) 1991 05/96 (f)
259,922 - 259,922 (f) 1978 01/96 (f)
239,023 - 239,023 (f) 1983 01/96 (f)
228,199 - 228,199 (f) 1983 03/97 (f)
186,476 - 186,476 (f) 1976 04/96 (f)
128,604 - 128,604 (f) 1988 04/96 (f)
194,097 - 194,097 (f) 1993 12/96 (f)
208,480 - 208,480 (f) 1975 01/96 (f)
176,170 - 176,170 (f) 1985 01/96 (f)
197,227 - 197,227 (f) 1978 01/96 (f)
279,779 - 279,779 (f) 1983 03/97 (f)
- 178,187 178,187 3,425 1979 06/99 (e)
167,170 168,363 335,533 3,237 1980 06/99 (e)
852,746 1,108,491 1,961,237 46,288 1994 09/98 (e)
712,865 873,395 1,586,260 36,471 1993 09/98 (e)
397,878 923,975 1,321,853 38,583 1996 09/98 (e)
435,465 915,232 1,350,697 38,218 1994 09/98 (e)
918,258 764,150 1,682,408 32,468 1995 09/98 (e)
654,766 1,195,901 1,850,667 50,812 1994 09/98 (e)
683,560 614,256 1,297,816 26,099 1995 09/98 (e)
789,680 604,283 1,393,963 25,675 1995 09/98 (e)
911,013 1,011,766 1,922,779 42,989 1993 09/98 (e)
1,244,893 918,257 2,163,150 31,363 1994 12/98 (e)
569,436 968,749 1,538,185 40,453 1994 09/98 (e)
181,153 561,582 742,735 4,000 1980 10/99 (e)
691,797 1,136,902 1,828,699 55,573 1997 07/98 (e)
379,675 604,449 984,124 4,306 1989 10/99 (e)
714,789 1,317,317 2,032,106 (c) (d) 10/99 (c)
599,391 1,159,989 1,759,380 42,798 1998 06/98 (e)
637,984 824,276 1,462,260 5,872 1980 10/99 (e)
129,816 659,340 789,156 4,697 1988 10/99 (e)
214,177 853,505 1,067,682 6,080 1979 10/99 (e)
366,941 524,341 891,282 3,735 1989 10/99 (e)
113,780 407,429 521,209 17,013 1998 09/98 (e)
158,880 378,057 536,937 16,305 1998 09/98 (e)
723,572 1,080,644 1,804,216 (c) (d) 08/99 (c)
1,259,828 1,623,073 2,882,901 38,909 1999 04/99 (e)
1,463,644 1,874,198 3,337,842 44,929 1999 04/99 (e)
1,725,325 1,574,207 3,299,532 37,738 1999 04/99 (e)
88,077 2,019,028 2,107,105 48,401 1999 04/99 (e)
934,922 1,842,623 2,777,545 44,172 1999 04/99 (e)
956,799 2,692,320 3,649,119 64,542 1999 04/99 (e)
914,103 691,171 1,605,274 19,678 1999 02/99 (e)
1,227,360 403,031 1,630,391 (c) (d) 10/99 (c)
1,370,391 946,608 2,316,999 21,922 1999 04/99 (e)
884,184 270,544 1,154,728 (c) (d) 11/99 (c)
1,151,865 910,321 2,062,186 7,233 1999 10/99 (e)
649,962 978,307 1,628,269 7,147 1999 10/99 (e)
1,307,683 1,031,615 2,339,298 (c) (d) 07/99 (c)
394,025 1,442,752 1,836,777 51,122 1998 12/98 (e)
927,463 691,228 1,618,691 19,616 1978 02/99 (e)
1,202,760 1,275,957 2,478,717 (c) (d) 04/99 (c)
599,193 436,441 1,035,635 (c) (d) 10/99 (c)
889,562 487,475 1,377,037 41,635 1997 04/97 (e)
416,311 963,438 1,379,749 5,191 1999 11/99 (e)
508,564 776,930 1,285,495 (c) (d) 06/99 (c)
696,645 984,791 1,681,436 14,232 1999 07/99 (e)
714,999 1,012,478 1,254,763 16,297 1999 07/99 (e)
557,630 1,047,984 1,605,614 5,072 1999 11/99 (e)
518,832 (g) 518,832 (h) 1999 05/99 (h)
980,703 (g) 980,703 (h) 1999 03/99 (h)
633,990 1,058,846 1,692,836 (c) (d) 05/99 (c)
574,441 742,781 1,317,222 27,744 1998 11/98 (e)
430,741 689,963 1,120,704 (c) (d) 09/99 (c)
354,415 (g) 354,415 (h) 1997 11/97 (h)
719,563 (g) 719,563 (h) 1999 04/99 (h)
649,551 127,094 776,645 (c) (d) 12/99 (c)
436,830 259,866 696,696 (c) (d) 11/99 (c)
545,612 868,606 1,414,218 43,014 1998 07/98 (e)
537,770 1,156,886 1,694,656 (c) (d) 07/99 (c)
1,076,442 1,062,751 2,139,193 91,086 1996 06/97 (e)
591,371 1,175,273 1,766,644 116,856 1996 01/97 (e)
309,101 420,246 729,347 39,328 1997 03/97 (e)
469,721 85,872 555,593 (c) (d) 03/98 (c)
628,688 962,524 1,591,212 50,675 1981 06/98 (e)
371,021 593,171 964,192 31,229 1994 06/98 (e)
585,461 812,822 1,398,283 42,794 1990 06/98 (e)
527,572 870,710 1,398,282 45,842 1988 06/98 (e)
734,105 961,287 1,695,392 50,610 1986 06/98 (e)
634,379 643,323 1,277,702 33,870 1981 06/98 (e)
264,476 825,466 1,089,942 302 1999 12/99 (e)
498,746 (g) 498,746 (h) 1978 07/99 (h)
1,006,396 690,731 1,697,127 35,530 1979 06/98 (e)
705,557 (g) 705,557 (h) 1969 06/98 (h)
715,432 (g) 715,432 (h) 1993 06/98 (h)
802,361 (g) 802,361 (h) 1973 06/98 (h)
590,733 (g) 590,733 (h) 1993 06/98 (h)
670,594 (g) 670,594 (h) 1976 06/98 (h)
776,694 (g) 776,694 (h) 1972 06/98 (h)
964,354 (g) 964,354 (h) 1973 06/98 (h)
641,125 (g) 641,125 (h) 1974 06/98 (h)
670,491 (g) 670,491 (h) 1977 06/98 (h)
684,164 (g) 684,164 (h) 1969 06/98 (h)
810,316 798,412 1,608,728 27,635 1979 12/98 (e)
592,342 (g) 592,342 (h) 1988 06/98 (h)
594,142 (g) 594,142 (h) 1974 06/98 (h)
933,759 763,368 1,697,127 39,266 1985 06/98 (e)
740,132 (g) 740,132 (h) 1984 12/98 (h)
922,679 725,256 1,647,935 37,306 1978 06/98 (e)
487,021 (g) 487,021 (h) 1983 06/98 (h)
354,419 (g) 354,419 (h) 1978 06/98 (h)
433,713 (g) 433,713 (h) 1969 06/98 (h)
447,458 383,785 831,243 10,891 1994 02/99 (e)
299,870 (g) 299,870 (h) 1994 02/99 (h)
212,438 (g) 212,438 (h) 1998 10/98 (h)
474,588 478,974 953,562 13,593 1994 02/99 (e)
404,578 451,129 855,707 12,803 1994 02/99 (e)
402,947 (g) 402,947 (h) 1994 02/99 (h)
308,915 351,160 660,075 14,046 1991 10/98 (e)
349,637 (g) 349,637 (h) 1991 10/98 (h)
336,432 229,194 565,626 (c) (d) 10/99 (c)
343,906 (g) 343,906 (h) 1994 02/99 (h)
335,196 694,908 1,030,104 10,297 1997 07/99 (e)
504,934 826,842 1,331,776 1,435 1999 12/99 (e)
656,917 483,589 1,140,506 (c) (d) 10/99 (c)
581,600 104,177 685,776 (c) (d) 12/99 (c)
237,777 1,152,076 1,389,853 1,999 1999 12/99 (e)
554,901 1,032,705 1,587,606 8,606 1999 09/99 (e)
713,534 995,529 1,709,064 4,728 1998 11/99 (e)
599,160 (g) 599,160 (h) 1992 08/98 (h)
971,812 1,461,969 2,433,781 (c) (d) 07/99 (c)
1,387,007 1,996,405 3,383,412 14,950 1999 10/99 (e)
856,278 (g) 856,278 (h) 1999 03/99 (h)
571,236 1,296,199 1,867,435 (c) (d) 07/99 (c)
2,437,336 9,243 2,446,579 (c) (d) 11/99 (c)
914,342 (g) 914,342 (h) 1997 05/98 (h)
886,592 1,624,138 2,365,716 (c) (d) 08/99 (c)
1,239,033 1,479,124 2,718,157 12,326 1999 12/99 (e)
1,203,257 1,892,964 3,096,221 (c) (d) 08/99 (c)
548,886 700,856 1,249,742 29,266 1994 09/98 (e)
618,372 631,370 1,249,742 26,365 1994 09/98 (e)
608,678 (g) 608,678 (h) 1998 10/98 (h)
511,084 (g) 511,084 (h) 1994 08/97 (h)
551,646 (g) 551,646 (h) 1998 01/99 (h)
514,900 (g) 514,900 (h) 1995 08/97 (h)
420,176 (g) 420,176 (h) 1978 05/98 (h)
511,811 756,304 1,268,115 4,489 1989 10/99 (e)
640,066 688,918 1,328,984 78,471 1996 07/96 (e)
358,027 444,622 802,649 47,944 1996 07/96 (e)
555,813 442,025 997,838 19,952 1998 08/98 (e)
488,270 783,849 1,272,119 6,532 1999 09/99 (e)
- 302,359 302,359 (c) (d) 11/99 (c)
841,374 699,082 1,540,456 37,765 1998 05//98 (e)
================== ================= ================= ================
$330,002,516 $368,261,412 $698,263,928 $14,742,596
================== ================= ================= ================
$708,297 $1,008,108 $1,716,405 $38,483 1998 06/98 (e)
================== ================= ================= ================
(g) (g) (g) (i) 1996 02/99 (i)
(g) (g) (g) (h) 1999 08/99 (h)
(g) (g) (g) (h) 1996 01/99 (h)
(g) (g) (g) (h) 1997 02/97 (h)
(g) (g) (g) (i) 1995 08/98 (i)
(g) (g) (g) (h) 1995 01/99 (h)
(g) (g) (g) (h) 1994 01/99 (h)
(g) (g) (g) (h) 1984 01/99 (h)
(g) (g) (g) (h) 1992 01/99 (h)
(g) (g) (g) (h) 1995 09/98 (h)
(g) (g) (g) (h) 1993 01/99 (h)
(g) (g) (g) (h) 1990 01/99 (h)
(g) (g) (g) (h) 1991 01/99 (h)
(g) (g) (g) (h) 1994 08/97 (h)
(g) (g) (g) (h) 1986 06/98 (h)
(g) (g) (g) (h) 1979 06/98 (h)
(g) (g) (g) (h) 1979 06/98 (h)
(g) (g) (g) (h) 1984 06/98 (h)
(g) (g) (g) (h) 1983 06/98 (h)
(g) (g) (g) (h) 1979 06/98 (h)
(g) (g) (g) (h) 1983 06/98 (h)
(g) (g) (g) (h) 1981 06/98 (h)
(g) (g) (g) (h) 1979 06/98 (h)
(g) (g) (g) (h) 1986 06/98 (h)
(g) (g) (g) (h) 1983 06/98 (h)
(g) (g) (g) (h) 1976 06/98 (h)
(g) (g) (g) (h) 1980 06/98 (h)
(g) (g) (g) (i) 1982 06/98 (i)
(g) (g) (g) (h) 1987 12/98 (h)
(j) (g) (g) (h) 1989 03/99 (h)
(g) (g) (g) (h) 1994 05/99 (h)
(g) (g) (g) (h) 1999 09/99 (h)
(j) (g) (g) (h) 1993 10/97 (h)
(j) (g) (g) (h) 1993 10/97 (h)
(j) (g) (g) (h) 1993 03/97 (h)
(j) (g) (g) (h) 1996 08/99 (h)
(j) (g) (g) (h) 1991 10/97 (h)
(j) (g) (g) (h) 1989 10/97 (h)
(j) (g) (g) (h) 1991 03/97 (h)
(g) (g) (g) (h) 1996 10/97 (h)
(j) (g) (g) (h) 1990 03/97 (h)
(g) (g) (g) (h) 1994 09/97 (h)
(j) (g) (g) (h) 1992 03/97 (h)
(j) (g) (g) (h) 1991 09/97 (h)
(j) (g) (g) (h) 1993 09/97 (h)
(j) (g) (g) (h) 1994 09/97 (h)
(j) (g) (g) (h) 1997 09/97 (h)
(j) (g) (g) (h) 1995 09/97 (h)
(j) (g) (g) (h) 1991 10/97 (h)
(j) (g) (g) (h) 1992 10/97 (h)
(g) (g) (g) (h) 1998 06/98 (h)
(g) (g) (g) (h) 1993 01/99 (h)
(g) (g) (g) (h) 1988 01/99 (h)
(j) (g) (g) (h) 1996 01/99 (h)
(j) (g) (g) (h) 1985 01/99 (h)
(g) (g) (g) (i) 1992 01/99 (i)
(g) (g) (g) (i) 1980 01/99 (i)
(g) (g) (g) (h) 1983 06/97 (h)
(g) (g) (g) (h) 1983 06/97 (h)
(g) (g) (g) (h) 1983 06/97 (h)
(g) (g) (g) (h) 1983 06/97 (h)
(g) (g) (g) (h) 1984 06/97 (h)
(g) (g) (g) (h) 1981 06/97 (h)
(g) (g) (g) (h) 1983 06/97 (h)
(g) (g) (g) (h) 1982 06/97 (h)
(g) (g) (g) (h) 1982 06/97 (h)
(g) (g) (g) (h) 1978 06/97 (h)
(g) (g) (g) (i) 1992 03/99 (i)
(g) (g) (g) (h) 1992 03/99 (h)
(g) (g) (g) (h) 1992 03/99 (h)
(g) (g) (g) (h) 1996 06/96 (h)
(g) (g) (g) (h) 1992 03/99 (h)
(g) (g) (g) (h) 1997 08/97 (h)
(g) (g) (g) (h) 1989 03/99 (h)
(g) (g) (g) (h) 1994 03/99 (h)
(g) (g) (g) (h) 1999 02/99 (h)
(g) (g) (g) (i) 1996 12/96 (i)
(g) (g) (g) (i) 1993 03/99 (i)
(g) (g) (g) (i) 1993 03/99 (i)
(g) (g) (g) (h) 1993 03/99 (h)
(g) (g) (g) (h) 1993 03/99 (h)
(g) (g) (g) (i) 1993 03/99 (i)
(g) (g) (g) (h) 1993 03/99 (h)
(g) (g) (g) (h) 1993 03/99 (h)
(g) (g) (g) (h) 1992 03/99 (h)
(g) (g) (g) (h) 1993 03/99 (h)
(j) (g) (g) (h) 1972 05/99 (h)
(j) (g) (g) (h) 1997 10/98 (h)
(j) (g) (g) (h) 1997 10/99 (h)
(j) (g) (g) (h) 1998 12/99 (h)
(j) (g) (g) (h) 1997 08/99 (h)
(j) (g) (g) (h) 1996 11/98 (h)
(g) (g) (g) (h) 1997 08/97 (h)
(g) (g) (g) (i) 1997 05/99 (i)
(j) (g) (g) (h) 1997 09/99 (h)
(j) (g) (g) (h) 1997 03/99 (h)
(g) (g) (g) (h) 1996 06/98 (h)
(g) (g) (g) (h) 1997 07/99 (h)
(g) (g) (g) (h) 1997 08/97 (h)
(g) (g) (g) (i) 1997 12/98 (i)
(j) (g) (g) (h) 1998 11/99 (h)
(j) (g) (g) (h) 1998 04/99 (h)
(j) (g) (g) (h) 1997 09/99 (h)
(j) (g) (g) (h) 1997 04/99 (h)
(j) (g) (g) (h) 1997 06/99 (h)
(j) (g) (g) (h) 1998 08/99 (h)
(g) (g) (g) (h) 1997 08/97 (h)
(j) (g) (g) (h) 1997 04/99 (h)
(j) (g) (g) (h) 1997 08/99 (h)
(g) (g) (g) (h) 1997 07/97 (h)
(j) (g) (g) (h) 1997 01/98 (h)
(g) (g) (g) (i) 1997 08/97 (i)
(g) (g) (g) (h) 1999 05/99 (h)
(g) (g) (g) (h) 1999 03/99 (h)
(g) (g) (g) (h) 1997 11/97 (h)
(j) (g) (g) (h) 1999 10/99 (h)
(g) (g) (g) (h) 1999 04/99 (h)
(j) (g) (g) (h) 1999 06/99 (h)
(g) (g) (g) (i) 1999 07/99 (i)
(j) (g) (g) (h) 1999 09/99 (h)
(g) (g) (g) (h) 1978 07/99 (h)
(g) (g) (g) (h) 1969 06/98 (h)
(g) (g) (g) (h) 1993 06/98 (h)
(g) (g) (g) (h) 1973 06/98 (h)
(g) (g) (g) (h) 1993 06/98 (h)
(g) (g) (g) (h) 1976 06/98 (h)
(g) (g) (g) (h) 1972 06/98 (h)
(g) (g) (g) (h) 1973 06/98 (h)
(g) (g) (g) (h) 1974 06/98 (h)
(g) (g) (g) (h) 1977 06/98 (h)
(g) (g) (g) (h) 1969 06/98 (h)
(g) (g) (g) (h) 1988 06/98 (h)
(g) (g) (g) (h) 1974 06/98 (h)
(g) (g) (g) (h) 1984 12/98 (h)
(g) (g) (g) (h) 1983 06/98 (h)
(g) (g) (g) (h) 1978 06/98 (h)
(g) (g) (g) (h) 1969 06/98 (h)
(g) (g) (g) (h) 1994 02/99 (h)
(g) (g) (g) (h) 1998 10/98 (h)
(g) (g) (g) (h) 1994 02/99 (h)
(g) (g) (g) (h) 1991 10/98 (h)
(g) (g) (g) (h) 1994 02/99 (h)
(j) (g) (g) (h) 1998 02/99 (h)
(g) (g) (g) (h) 1992 08/98 (h)
(g) (g) (g) (h) 1999 03/99 (h)
(g) (g) (g) (h) 1997 05/98 (h)
(g) (g) (g) (i) 1998 03/99 (i)
(g) (g) (g) (h) 1998 10/98 (h)
(g) (g) (g) (h) 1994 08/97 (h)
(j) (g) (g) (h) 1974 08/97 (h)
(g) (g) (g) (h) 1998 01/99 (h)
(g) (g) (g) (h) 1995 08/97 (h)
(g) (g) (g) (h) 1978 05/98 (h)
(g) (g) (g) (h) 1997 10/98 (h)
(g) (g) (g) (h) 1998 09/98 (h)
(j) (g) (g) (h) 1996 12/96 (h)
(j) (g) (g) (h) 1996 06/96 (h)
(j) (g) (g) (h) 1998 10/98 (h)
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
December 31, 1999
(a) Transactions in real estate and accumulated depreciation during 1999,
1998 and 1997 are summarized as follows:
Cost Accumulated
(b)(m) Depreciation
----------------- ----------------
Properties the Company has Invested
in Under Operating Leases:
Balance, December 31, 1996 $ 60,854,542 $ 611,396
Acquisitions (l) 146,879,309 --
Depreciation expense (e) -- 1,784,269
----------------- ----------------
Balance, December 31, 1997 207,733,851 2,395,665
Acquisitions (l) 192,459,799 --
Depreciation expense (e) -- 3,847,117
----------------- ----------------
Balance, December 31, 1998 400,193,650 6,242,782
Acquisitions (l) 298,070,278 --
Depreciation expense (e) -- 8,499,814
----------------- ----------------
Balance, December 31, 1999 $ 698,263,928 $ 14,742,596
================= ================
Property of Joint Venture in Which the Company has a 59.22%
Interest and has Invested in Under an Operating Lease:
Balance, December 31, 1997 $ -- $ --
Acquisition 2,215,177 --
Depreciation expense -- 7,303
----------------- ----------------
Balance, December 31, 1998 2,215,177 7,303
Construction Funding Adjustment (498,772 ) --
Depreciation expense -- 31,180
----------------- ----------------
Balance, December 31, 1999 $ 1,716,405 $ 38,483
================= ================
(b) As of December 31, 1999, 1998 and 1997, the aggregate cost of the
Properties owned by the Company and its subsidiaries for federal income
tax purposes was $757,550,394, $418,427,587 and $248,050,936,
respectively. Substantially, all of the leases are treated as operating
leases for federal income tax purposes.
(c) Property was not placed in service as of December 31, 1999; therefore,
no depreciation was taken.
(d) Scheduled for completion in 2000.
(e) Depreciation expense is computed for buildings and improvements based
upon estimated lives of 30 years.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION - CONTINUED
December 31, 1999
(f) The building portion of this Property is owned by the tenant;
therefore, depreciation is not applicable.
(g) For financial reporting purposes, certain components of the lease
relating to land and/or building have been recorded as a direct
financing lease. Accordingly, costs relating to these components of
this lease are not shown.
(h) For financial reporting purposes, the portion of this lease relating to
the building has been recorded as direct financing lease. The cost of
the building has been included in net investment in direct financing
leases; therefore, depreciation is not applicable.
(i) For financial reporting purposes, the lease for the land and building
has been recorded as direct financing lease. The cost of the land and
building has been included in net investment in direct financing
leases; therefore, depreciation is not applicable.
(j) The Company owns the building only relating to this Property. This
Property is subject to a ground lease between the tenant and an
unaffiliated third party. In connection therewith, the Company entered
into either a tri-party agreement with the tenant and the owner of the
land or an assignment of interest in the ground lease with the landlord
of the land. The tri-party agreement or assignment of interest each
provide that the tenant is responsible for all obligations under the
ground lease and provide certain rights to the Company to help protect
its interest in the building in the event of a default by the tenant
under the terms of the ground lease.
(k) The restaurant on the Property in Grand Rapids, Michigan, was converted
from a Kenny Rogers' Roasters restaurant to an Arby's restaurant in
1998.
(l) During the years ended December 31, 1999, 1998 and 1997, the Company
(i) incurred acquisition fees totalling $6,185,005, $17,317,297 and
$10,011,715, respectively, paid to the Advisor, (ii) purchased land and
buildings from affiliates of the Company for an aggregate cost of
approximately $39,700,000, $8,770,000 and $5,450,000, respectively, and
(iii) paid development or construction management fees to affiliates of
the Company totaling $56,352, $229,153 and $387,728, respectively. Such
amounts are included in land and buildings on operating leases, net
investment in direct financing leases and other assets at December 31,
1999, 1998 and 1997. Effective with the acquisition of the Advisor in
September 1999, the Company ceased incurring acquisition fees.
(m) For financial reporting purposes, the undepreciated cost of the
following properties was written down to its net realizable value due
to an anticipated impairment in value. The Company recognized the
impairments by recording an allowance for loss on land, building or
investment in direct financing lease in the amounts listed below for
each Property as of December 31, 1999. The impairments at December 31,
1999 represent the difference between the Properties' carrying values
and the property manager's estimate of the net realizable value of the
Properties based upon anticipated sales prices to interested third
parties. The cost of the Properties presented on this schedule is the
gross amount at which the Properties were carried at December 31, 1999,
excluding the allowances for loss.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION - CONTINUED
December 31, 1999
(m) (continued)
The following are a list of Properties and the related impairment at
December 31, 1999:
Total
--------------
Boston Market - Saint Joseph, Missouri $ 143,132
Shoney's - Indian Harbor Beach, Florida 59,043
Buffet Town - Cedar Park, Texas 13,136
Boston Market - Liberty, Missouri 171,886
Boston Market - Corvallis, Missouri 190,758
Boston Market - Jessup, Maryland 478,133
Black-Eyed Pea - Albuquerque, New Mexico 215,000
Black-Eyed Pea - Albuquerque, New Mexico 215,000
Black-Eyed Pea - Tucson, Arizona 200,000
Black-Eyed Pea - Waco, Texas 215,000
Black-Eyed Pea - Wichita, Kansas 215,000
Big Boy - Mansfield, Ohio 150,000
Big Boy - Saint Clairsville, Ohio 150,000
Big Boy - Alton, Illinois 150,000
Big Boy - Granite City, Illinois 150,000
Big Boy - O'Fallen, Missouri 150,000
Big Boy - Woodson Terrace, Missouri 190,000
Big Boy - Collinsville, Illinois 150,000
Big Boy - Jefferson City, Missouri 150,000
Big Boy - Fenton, Missouri 150,000
Big Boy - Independence, Missouri 184,385
Big Boy - Saint Louis, Missouri 190,000
Big Boy - Sedalia, Missouri 189,914
Big Boy - Saint Joseph, Missouri 143,446
Big Boy - Grandview, Missouri 150,000
Big Boy - Lee's Summit, Missouri 189,769
Big Boy - Merriam, Kansas 183,425
Big Boy - North Kansas City, Kansas 190,000
Big Boy - Overland Park, Kansas 150,000
Big Boy - Blue Springs, Missouri 160,587
Big Boy - Bridgeton, Missouri 150,000
Big Boy - Arnold, Mississippi 190,000
--------------
$ 5,577,614
==============
(n) The Property in San Diego, California contains two different
restaurants. This is a two story building that has a TGI Friday's
restaurant on the first floor and a Redfish Looziana Roadhouse
restaurant on the second floor.
(o) The Property in Dallas, Texas contains two different concepts, a Taco
Bell and a Pizza Hut, within one restaurant.
(p) The Company owns a parcel of land on which restaurants will be
constructed during 2000.
(q) The restaurant on the Property in Guadalupe, Arizona was converted from
a Shoney's restaurant to a Big Boy restaurant in 1999.
CNL AMERICAN PROPERTIES FUND, INC.
AND SUBSIDIARIES
NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION - CONTINUED
December 31, 1999
(r) The restaurant on the Property in Las Vegas, Nevada was converted from
a Shoney's restaurant to a Big Boy restaurant in 1999.
(s) The restaurant on the Property in Cedar Park, Texas was converted from
a Boston Market restaurant to a Buffet Town restaurant in 1999.
(t) The restaurant on the Property in Hoover, Alabama was converted from a
Boston Market restaurant to a Guthrie's restaurant in 1999.
(u) The restaurant on the Property in Chanhassen, Minnesota was converted
from a Boston Market restaurant to a Leeann Chin Chinese Cuisine
restaurant in 1999.
(v) The restaurant on the Property in Golden Valley, Minnesota was
converted from a Boston Market restaurant to a Leeann Chin Chinese
Cuisine restaurant in 1999.
(w) The restaurant on the Property in Grand Rapids, Michigan was converted
from a Denny's restaurant to a Mister Fables restaurant in 1999.
(x) The restaurant on the Property in Taylorsville, Utah was converted from
a Boston Market restaurant to a Rubio's Baja Grill restaurant in 1999.
(y) The Property is encumbered under the Secured Credit Facility at December 31,
1999.
CNL AMERICAN PROPERTIES FUND, INC. AND SUBSIDIARIES
SCEDULE IV - MORTGAGE LOANS ON REAL ESTATE
December 31, 1999
Final Periodic Face
Interest Maturity Payment Prior Amount of
Description Rate Date Terms Liens Mortgages
- ----------------------------------------------------------------- ----------------- ------------------------------------
First Mortgages on Properties:
Castle Hill Holdings V, L.L.C. 10.75% 01/01/16 (1) - $8,475,000
Elrod Restaurants, Inc. 10.68% 7/1/11 (2) - 4,300,000
Castle Hill Holdings VI, L.L.C. 10.75% 6/1/16 (1) - 4,200,000
Castle Hill Holdings VII, L.L.C. 10.75% 1/1/17 (1) - 3,888,000
Cambridge, Restaurant Properties, L.L.C. 10.39% 11/1/19 (3) - 3,738,000
The Georgia Bar-B-Q Company LIBOR + 4.89% (4) (4) - 2,499,000
The Georgia Bar-B-Q Company LIBOR + 5.10% (4) (4) - 2,295,000
RMS Family Restaurants, Inc. 9.66% 11/1/12 (5) - 2,200,000
Brick Township Pubs, Inc. LIBOR + 4.91% (4) (4) - 1,950,000
9 loans with Original Loan Amounts
From $1,200,001 to $1,900,000 8.39% - 10.52% 11/1/2000 - 2/01/2020 N/A N/A N/A
9 loans with Original Loan Amounts
From $900,001 to $1,200,000 10.09% - 11.60% 11/1/2002 - 01/01/2015 N/A N/A N/A
15 loans with Original Loan Amounts
From $600,001 to $900,000 8.19% - 10.28% 09/01/2013 - 01/01/2020 N/A N/A N/A
7 loans with Original Loan Amounts
From $300,001 to $600,000 8.00% - 10.75% 09/01/2005 - 01/01/2017 N/A N/A N/A
10 loans with Original Loan Amounts
Up to $300,000 8.00% - 10.50% 08/01/2001 - 01/01/2015 N/A N/A N/A
Principal
Amount of
Loans
Subject to
Carrying Delinquent
Amount of Principal
Description Mortgages or Interest
- ------------------------------------------ ----------------------------
First Mortgages on Properties:
Castle Hill Holdings V, L.L.C. $8,321,853 -
Elrod Restaurants, Inc. 4,121,689 -
Castle Hill Holdings VI, L.L.C. 3,662,653 -
Castle Hill Holdings VII, L.L.C. 3,862,754 -
Cambridge, Restaurant Properties, L.L.C 3,862,898 -
The Georgia Bar-B-Q Company 1,604,007 -
The Georgia Bar-B-Q Company 1,487,094 -
RMS Family Restaurants, Inc. 1,993,821 -
Brick Township Pubs, Inc. 685,000 -
9 loans with Original Loan Amounts
From $1,200,001 to $1,900,000 12,107,996 -
9 loans with Original Loan Amounts
From $900,001 to $1,200,000 7,502,737 -
15 loans with Original Loan Amounts
From $600,001 to $900,000 9,414,783 -
7 loans with Original Loan Amounts
From $300,001 to $600,000 2,985,814 -
10 loans with Original Loan Amounts
Up to $300,000 1,853,375 -
(1) Equal monthly payments of principal and interest at an annual rate of 10.75%.
(2) Equal monthly payments of principal and interest at an annual rate of 10.68%.
(3) Equal monthly payments of principal and interest at an annual rate of 10.39%.
(4) These loans are construction loans requiring interest only payments until
final funding; maturity date and monthly payments to be determined at that time.
(5) Equal monthly payments of principal and interest at an annual rate of 9.66%.
1999 1998 1997 1996
----------------- -------------- --------------- ----------------
Balance at beginning of period $19,631,693 $17,622,010 $13,389,607 -
New mortgage loans 46,738,038 2,901,742 4,200,000 $12,847,000
Accrued interest 346,101 (39,853) 83,601 35,286
Collection of principal (2,466,072) (291,990) (250,732) (133,850)
Deferred financing income (11,336) (10,126) (39,180) (46,268)
Unamortized loan costs 91,007 86,524 238,714 687,439
Valuation allowance (551,011) - -
Provision for uncollectible
mortgage notes (311,946) (636,614) - -
================= ============== =============== ================
Balance at end of period 63,466,474 19,631,693 17,622,010 13,389,607
================= ============== =================================
EXHIBITS
EXHIBIT INDEX
Exhibit Number
2.1 Agreement and Plan of Merger, by and among the Registrant, CFA
Acquisition Corp., CNL Fund Advisors, Inc. and CNL Group,
Inc., dated March 11, 1999 (Included as Exhibit 10.38 to the
Registrant's Registration Statement No. 333-74329 on Form S-4
(the "Form S-4") as originally filed and incorporated herein
by reference.)
2.2 Agreement and Plan of Merger, by and among the Registrant, CFC
Acquisition Corp., CFS Acquisition Corp., CNL Financial Corp.,
CNL Financial Services, Inc., CNL Group, Inc., Five Arrows
Realty Securities L.L.C., Robert A. Bourne, Curtis B.
McWilliams and Brian Fluck, dated March 11, 1999 (Included as
Exhibit 10.39 to the Form S-4 as originally filed and
incorporated herein by reference.)
3.1 CNL American Properties Fund, Inc. Amended and Restated
Articles of Incorporation, as amended (Included as Exhibit 3.1
to the Registrant's Form 10-Q for the quarter ended June 30,
1999 and incorporated herein by reference.)
3.2 CNL American Properties Fund, Inc. Amended and Restated Bylaws
(Included as Exhibit 3.2 to the Registrant's Registration
Statement No. 333-37657 on Form S-11 and incorporated herein
by reference.)
4.1 Form of Stock Certificate (Included as Exhibit 4.5 to the
Registrant's Registration Statement No. 33-78790 on Form S-11
and incorporated herein by reference.)
10.1 Form of Indemnification Agreement dated as of April 18, 1995,
between CNL American Properties Fund, Inc. and each of James
M. Seneff, Jr., Robert A. Bourne, G. Richard Hostetter, J.
Joseph Kruse, Richard C. Huseman, John T. Walker, Jeanne A.
Wall, Lynn E. Rose and Edgar J. McDougall, dated as of January
27, 1997 between CNL American Properties Fund, Inc. and Steven
D. Shackelford, and dated as of February 18, 1998, between CNL
American Properties Fund, Inc. and Curtis B. McWilliams
(Included as Exhibit 10.9 to the Registrant's Registration
Statement No.
333-15411 on Form S-11 and incorporated herein by reference.)
10.2 Amended and Restated Agreement of Limited Partnership of CNL
APF Partners, LP (Included as Exhibit 10.50 to Amendment No. 2
to the Form S-4 and incorporated herein by reference.)
10.3 Amended and Restated Credit Agreement by and among CNL APF
Partners, LP, Registrant, First Union National Bank, First
Union Capital Markets Group, Banc of America Securities LLC,
NationsBank, N.A., The Chase Manhattan Bank and other
financial institutions, dated June 9, 1999 (Included as
Exhibit 10.51 to Amendment No. 1 to the Form S-4 and
incorporated herein by reference.)
10.4 First Amendment to Amended and Restated Credit Agreement dated
as of December 31, 1999 between CNL APF Partners, LP and First
Union National Bank, as Agent (filed herewith.)
10.5 Franchise Receivable Funding and servicing Agreement dated as
of October 14, 1999 between CNL APF Partners, LP and Neptune
Funding Corporation (filed herewith.)
10.6 Interim Wholesale Mortgage Warehouse and Security Agreement
dated as of September 18, 1998, and Amended Agreement dated as
of August 30, 1999 between CNL APF Partners, LP and Prudential
Securities Credit Corporation (filed herewith.)
10.7 1999 Performance Incentive Plan (Included as Exhibit 10.1 to
Amendment No. 1 to the Form S-4 and incorporated herein by
reference.)
10.8 Registration Rights Agreement by and among the Registrant,
Robert A. Bourne, Curtis B. McWilliams, John T. Walker, Howard
Singer, Steven D. Shackelford and CNL Group, Inc., dated as of
March 11, 1999 (Included as Exhibit 10.40 to Amendment No. 1
to the Form S-4 and incorporated herein by reference.)
10.9 Registration Rights Agreement by and among the Registrant,
Five Arrows Realty Securities L.L.C., James M. Seneff, Jr.,
Robert A. Bourne, Curtis B. McWilliams and CNL Group, Inc.,
dated as of March 11, 1999 (Included as Exhibit 10.41 to
Amendment No. 1 to the Form S-4 and incorporated herein by
reference.)
10.10 Employment Agreement by and between Curtis B. McWilliams and
the Registrant, dated September 15, 1999 (Included as Exhibit
10.42 to Amendment No. 2 to the Form S-4 and incorporated
herein by reference.)
10.11 Employment Agreement by and between Steven D. Shackelford and
the Registrant, dated September 15, 1999 (Included as Exhibit
10.43 to Amendment No. 2 to the Form S-4 and incorporated
herein by reference.)
10.12 Employment Agreement by and between John T. Walker and the
Registrant, dated September 15, 1999 (Included as Exhibit
10.44 to Amendment No. 2 to the Form S-4 and incorporated
herein by reference.)
10.13 Employment Agreement by and between Howard J. Singer and the
Registrant, dated September 15, 1999 (Included as Exhibit
10.45 to Amendment No. 2 to the Form S-4 and incorporated
herein by reference.)
10.14 Employment Agreement by and between Barry L. Goff and the
Registrant, dated September 15, 1999 (Included as Exhibit
10.46 to Amendment No. 2 to the Form S-4 and incorporated
herein by reference.)
10.15 Employment Agreement by and between Robert W. Chapin and the
Registrant, dated September 15, 1999 (Included as Exhibit
10.47 to Amendment No. 2 to the Form S-4 and incorporated
herein by reference.)
10.16 Employment Agreement by and between Timothy J. Neville and the
Registrant, dated September 15, 1999 (Included as Exhibit
10.48 to Amendment No. 2 to the Form S-4 and incorporated
herein by reference.)
10.17 Holdback Agreement by and among the Registrant and
Stockholders, dated August 31, 1999 (Included as Exhibit 10.56
to Amendment No. 2 to the Form S-4 and incorporated herein by
reference.)
21 Subsidiaries of the Registrant (Filed herewith.)
27 Financial Data Schedule (Filed herewith.)