FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 2003
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _____________________ to ____________________
Commission file number
0-15666
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CNL Income Fund, Ltd.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2666264
- ---------------------------------- ----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- ---------------------------------- ----------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
----------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes____ No X
CONTENTS
Page
Part I.
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 9
Item 4. Controls and Procedures 9
Part II.
Other Information 10-11
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
------------------ ------------------
ASSETS
Real estate properties with operating leases, net $ 4,346,241 $ 4,408,184
Real estate held for sale -- 290,280
Investment in joint ventures 430,791 435,495
Cash and cash equivalents 384,230 419,385
Receivables 6,656 19,656
Accrued rental income 58,600 54,479
Other assets 4,131 4,172
------------------ ------------------
$ 5,230,649 $ 5,631,651
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 6,488 $ 831
Real estate taxes payable 6,905 13,433
Distributions payable 157,040 161,343
Due to related parties 175,310 166,556
Rents paid in advance and deposits 40,125 43,025
------------------ ------------------
Total liabilities 385,868 385,188
Partners' capital 4,844,781 5,246,463
------------------ ------------------
$ 5,230,649 $ 5,631,651
================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
------------- ------------- -------------- ---------------
Revenues:
Rental income from operating leases $ 137,520 $ 136,565 $ 275,427 $ 285,175
Contingent rental income 387 1,341 2,486 17,943
Interest and other income -- 5,748 226 6,959
------------- ------------- -------------- ---------------
137,907 143,654 278,139 310,077
------------- ------------- -------------- ---------------
Expenses:
General operating and administrative 31,086 35,931 69,568 79,999
Property related 789 1,206 1,667 3,729
State and other taxes -- 659 7,599 3,652
Depreciation 30,972 30,971 61,944 63,419
------------- ------------- -------------- ---------------
62,847 68,767 140,778 150,799
------------- ------------- -------------- ---------------
Income Before Loss on Dissolution of Joint Venture, Gain on
Sale of Real Estate Properties and Equity in Earnings
of Joint Ventures 75,060 74,887 137,361 159,278
Loss on Dissolution of Joint Venture -- (30,579 ) -- (30,579 )
Gain on Sale of Real Estate Properties -- -- -- 348,026
Equity in Earnings of Joint Ventures 12,071 325,454 24,182 348,864
------------- ------------- -------------- ---------------
Income from Continuing Operations 87,131 369,762 161,543 825,589
------------- ------------- -------------- ---------------
Discontinued Operations:
Income from discontinued operations -- 3,909 2,247 7,087
Loss on disposal of discontinued operations -- -- (1,392 ) --
------------- ------------- -------------- ---------------
-- 3,909 855 7,087
------------- ------------- -------------- ---------------
Net Income $ 87,131 $ 373,671 $ 162,398 $ 832,676
============= ============= ============== ===============
Income Per Limited Partner Unit
Continuing Operations $ 2.90 $ 12.33 $ 5.38 $ 27.52
Discontinued Operations -- 0.13 0.03 0.24
------------- ------------- -------------- ---------------
$ 2.90 $ 12.46 $ 5.41 $ 27.76
============= ============= ============== ===============
Weighted Average Number of Limited Partner
Units Outstanding 30,000 30,000 30,000 30,000
============= ============= ============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2003 2002
-------------------- ------------------
General partners:
Beginning balance $ 340,768 $ 340,768
Net income -- --
-------------------- ------------------
340,768 340,768
-------------------- ------------------
Limited partners:
Beginning balance 4,905,695 6,141,384
Net income 162,398 975,172
Distributions ($18.80 and $73.70 per
limited partner unit, respectively) (564,080 ) (2,210,861 )
-------------------- ------------------
4,504,013 4,905,695
-------------------- ------------------
Total partners' capital $ 4,844,781 $ 5,246,463
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2003 2002
--------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents:
Net Cash Provided by Operating Activities $ 235,341 $ 305,102
--------------- ---------------
Cash Flows from Investing Activities:
Proceeds from sale of real estate properties 297,887 1,064,259
Liquidating distribution from joint venture -- 613,554
--------------- ---------------
Net cash provided by investing activities 297,887 1,677,813
--------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (568,383 ) (1,276,565 )
--------------- ---------------
Net cash used in financing activities (568,383 ) (1,276,565 )
--------------- ---------------
Net Increase (Decrease) in Cash and Cash Equivalents (35,155 ) 706,350
Cash and Cash Equivalents at Beginning of Period 419,385 414,999
--------------- ---------------
Cash and Cash Equivalents at End of Period $ 384,230 $ 1,121,349
=============== ===============
Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Deferred real estate disposition fee incurred and
unpaid at end of period $ 9,000 $ 32,215
=============== ===============
Distributions declared and unpaid at end of period $ 157,040 $ 818,777
=============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2003 may not be
indicative of the results that may be expected for the year ending
December 31, 2003. Amounts as of December 31, 2002, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund, Ltd. (the "Partnership") for the year ended December 31,
2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and
strengthen existing accounting guidance that addresses when a company
should include the assets, liabilities and activities of another entity
in its financial statements. To improve financial reporting by
companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet
structures), FIN 46 requires that a variable interest entity be
consolidated by a company if that company is subject to a majority risk
of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. Prior to
FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests. The consolidation requirements of FIN 46 apply immediately
to variable interest entities created after January 31, 2003, and to
older entities, in the first fiscal year or interim period beginning
after June 15, 2003. The general partners believe adoption of this
standard may result in either consolidation or additional disclosure
requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method.
However, such consolidation is not expected to significantly impact the
Partnership's results of operations.
2. Reclassification:
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Discontinued Operations:
During 2002, the Partnership identified for sale one property that was
classified as Discontinued Operations in the accompanying financial
statements. In January 2003, the Partnership sold the property in
Angleton, Texas resulting in a loss on disposal of discontinued
operations of approximately $1,400 during the six months ended June 30,
2003. The Partnership had recorded a provision for write-down of assets
in a previous year related to this property.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
3. Discontinued Operations - Continued:
The operating results of the discontinued operations for the above
property are as follows:
Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
------------ ------------- ------------ -----------------
Rental revenues $ -- $ 7,654 $ 2,247 $ 15,308
Expenses -- (3,745 ) -- (8,221 )
------------ ------------- ------------ -----------------
Income from discontinued operations $ -- $ 3,909 $ 2,247 $ 7,087
============ ============= ============ =================
4. Related Party Transactions:
An affiliate of the Partnership is entitled to receive a deferred,
subordinated real estate disposition fee, payable upon the sale of one
or more properties based on the lesser of one-half of a competitive
real estate commission or three percent of the sales price if the
affiliate provides a substantial amount of services in connection with
the sale. However, if the net sales proceeds are reinvested in a
replacement property, no such real estate disposition fees will be
incurred until such replacement property is sold and the net sales
proceeds are distributed. The payment of the real estate disposition
fee is subordinated to receipt by the limited partners of their
aggregate 10% preferred return, plus their adjusted capital
contributions. During the six months ended June 30, 2003 and 2002, the
Partnership incurred deferred, subordinated real estate disposition
fees of $9,000 and $32,215, respectively, as a result of the sale of
one property during each period.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on November 26, 1985 to acquire for cash, either
directly or through joint venture and tenancy in common arrangements, both newly
constructed and existing restaurant properties, as well as land upon which
restaurants were to be constructed, which are leased primarily to operators of
national and regional fast-food restaurant chains (collectively, the
"Properties"). The leases generally are triple-net leases, with the lessees
responsible for all repairs and maintenance, property taxes, insurance and
utilities. As of June 30, 2002, the Partnership owned ten Properties directly
and one Property indirectly through a joint venture arrangement and one Property
indirectly through a tenancy in common arrangement. As of June 30, 2003, the
Partnership owned nine Properties directly and one Property indirectly through
joint venture arrangement and one Property indirectly through a tenancy in
common arrangement.
Capital Resources
Cash from operating activities was $235,341 and $305,102 for the six
months ended June 30, 2003 and 2002, respectively. The decrease in cash from
operating activities during the six months ended June 30, 2003, as compared to
the same period of 2002, was the result of changes in the Partnership's working
capital and changes in income and expenses.
Other sources and uses of cash included the following during the six
months ended June 30, 2003.
During the six months ended June 30, 2003, the Partnership sold its
Property in Angleton, Texas to a third party and received net sales proceeds of
approximately $297,900 resulting in a loss of approximately $1,400. In
connection with the sale, the Partnership incurred a deferred, subordinated
disposition fee of $9,000. Payment of the real estate disposition fee is
subordinated to the receipt by the limited partners of their aggregate,
cumulative 10% Preferred Return, plus their adjusted capital contributions. The
Partnership distributed the net sales proceeds as a special distribution to the
limited partners, as described below.
At June 30, 2003, the Partnership had $384,230 in cash and cash
equivalents, as compared to $419,385 at December 31, 2002. At June 30, 2003,
these funds were held in demand deposit accounts at commercial banks. The funds
remaining at June 30, 2003, will be used to pay distributions and other
liabilities of the Partnership.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that the leases will continue to generate cash flow
in excess of operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent the
general partners determine that funds are available for distribution. Based on
current and anticipated future cash from operations and net proceeds from the
sales of Properties, the Partnership declared distributions to limited partners
of $564,080 and $1,888,175 for the six months ended June 30, 2003 and 2002,
respectively, ($157,040 and $818,777 for the quarters ended June 30, 2003 and
2002, respectively). This represents distributions of $18.80 and $62.94 per unit
for the six months ended June 30, 2003 and 2002, respectively, ($5.23 and $27.29
per unit for each applicable quarter). The distribution for the six months ended
June 30, 2003 included $250,000 of net sales proceeds from the 2003 sale of the
Property in Angleton, Texas and the distribution for the six months ended June
30, 2002 included $1,550,000 of net sales proceeds from the 2002 sale of the
Properties in Mesquite, Texas and Orlando, Florida. The special distribution in
2003 was effectively a return of a portion of the limited partners' investment,
although in accordance with the Partnership agreement, it was applied to the
limited partners' unpaid cumulative 10% Preferred Return. The special
distribution during 2002 was effectively a return of a portion of the limited
partners investment, although, in accordance with the Partnership agreement,
$468,077 was applied towards the 10% Preferred Return, on a cumulative basis,
and the balance of $1,081,923 was treated as a return of capital for purposes of
calculating the 10% Preferred Return. As a result of the return of capital, the
amount of the limited partners' invested capital contributions (which generally
is the limited partners' capital contributions, less distributions from the sale
of a property that are considered to be a return of capital) decreased;
therefore, the amount of the limited partners' invested capital contributions on
which the 10% Preferred Return is calculated was lowered accordingly. As a
result of the sales of Properties in previous years and the current year, the
Partnership's total revenues have declined and are expected to remain reduced in
subsequent periods, while the majority of the Partnership's operating expenses
remained and are expected to remain fixed. Due to the above mentioned sales of
Properties and to current and anticipated future cash from operations,
distributions of net cash flow were adjusted commencing during the quarters
ended March 31, 2003 and 2002. No distributions were made to the general
partners for the six months ended June 30, 2003 and 2002. The Partnership
intends to continue to make distributions of cash available for distribution to
the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
were $385,868 at June 30, 2003, as compared to $385,188 at December 31, 2002.
Liabilities at June 30, 2003, to the extent they exceed cash and cash
equivalents, will be paid from anticipated future cash from operations, or in
the event the general partners elect to make additional capital contributions or
loans, from the future general partners' contributions or loans.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $275,427 during the six months ended June
30, 2003, as compared to $285,175 during the same period of 2002, $137,520 and
$136,565 of which were earned during the second quarters of 2003 and 2002,
respectively. The decrease in rental revenues during the six months ended June
30, 2003 was due to the sale of the Property in Mesquite, Texas in February
2002. Rental revenues are expected to remain at reduced amounts because the
Partnership used the net sales proceeds to pay liabilities of the Partnership
and to make distributions to the limited partners.
The Partnership also earned $2,486 in contingent rental income for the
six months ended June 30, 2003, as compared to $17,943 for the same period of
2002, $387 and $1,341 of which were earned during the quarters ended June 30,
2003 and 2002, respectively. The decrease in contingent rental income was
attributable to the sale of the Property in Mesquite, Texas, the lease of which
required the payment of contingent rent.
The Partnership also earned $24,182 attributable to net income earned
by joint ventures during the six months ended June 30, 2003, as compared to
$348,864 during the same period of 2002, $12,071 and $325,454 of which were
earned during the quarters ended June 30, 2003 and 2002, respectively. The
decrease in net income earned by joint ventures during the quarter and six
months ended June 30, 2003, as compared to the same period of 2002, was the
result of Sand Lake Road Joint Venture, in which the Partnership owned a 50%
interest, selling its Property to the tenant in June 2002 at a gain of
approximately $604,000. The Partnership dissolved the joint venture in
accordance with the joint venture agreement.
Operating expenses, including depreciation expense, were $140,778
during the six months ended June 30, 2003, as compared to $150,799 during the
same period of 2002, $62,847 and $68,767 of which were incurred during the
quarters ended June 30, 2003 and 2002, respectively. The decrease in operating
expenses during 2003 was primarily due to a decrease in the costs incurred for
administrative expenses for servicing the Partnership and its Properties. The
decrease in operating expenses was partially offset by higher state tax expense
relating to several states in which the Partnership conducts business.
During the six months ended June 30, 2002, Sand Lake Road Joint
Venture, in which the Partnership owned a 50% interest, sold its Property to the
tenant in accordance with the purchase option under the lease agreement. The
Partnership and the outside joint venture partner dissolved the joint venture in
accordance with the joint venture agreement and recorded a loss of $30,579 on
the dissolution.
As a result of the sale of the Property in Mesquite, Texas, the
Partnership recognized a gain of $348,026 during the six months ended June 30,
2002. This Property had been identified for sale as of December 31, 2001 and was
not subject to be classified as Discontinued Operations.
During the year ended December 31, 2002, the Partnership identified for
sale one Property that was classified as Discontinued Operations in the
accompanying financial statements. The Partnership recognized net rental income
(rental revenues less Property related expenses) of $2,247 and $7,087,
respectively, during the six months ended June 30, 2003 and 2002 and $3,909
during the quarter ended June 30, 2002, relating to this Property. In January
2003, the Partnership sold the Property in Angleton, Texas and recorded a loss
on disposal of discontinued operations of approximately $1,400. The Partnership
recorded a provision for write-down of assets in a previous year related to this
Property.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created
after January 31, 2003, and to older entities, in the first fiscal year or
interim period beginning after June 15, 2003. The general partners believe
adoption of this standard may result in either consolidation or additional
disclosure requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method. However,
such consolidation is not expected to significantly impact the Partnership's
results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no significant change in internal control over financial
reporting that occurred during the most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, internal
control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
-----------------
Item 2. Changes in Securities. Inapplicable.
---------------------
Item 3. Defaults upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
---------------------------------------------------
Item 5. Other Information. Inapplicable.
-----------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund,
Ltd., as amended. (Included as Exhibit 3.1 to Amendment
No. 1 to Registration Statement No. 33-2850 on Form S-11
and incorporated herein by reference.)
3.2 Amended and Restated Certificate and Agreement of
Limited Partnership of CNL Income Fund, Ltd. (Included
as Exhibit 3.2 to Form 10-K filed with the Securities
and Exchange Commission on March 27, 1998, and
incorporated herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund,
Ltd., as amended. (Included as Exhibit 4.1 to Amendment
No. 1 to Registration Statement No. 33-2850 on Form S-11
and incorporated herein by reference.)
4.2 Amended and Restated Certificate and Agreement of
Limited Partnership of CNL Income Fund, Ltd. (Included
as Exhibit 3.2 to Form 10-K filed with the Securities
and Exchange Commission on March 27, 1998, and
incorporated herein by reference.)
10.1 Property Management Agreement. (Included as Exhibit 10.1
to Form 10-K filed with the Securities and Exchange
Commission on March 27, 1998, and incorporated herein by
reference.)
10.2 Assignment of Property Management Agreement from CNL
Investment Company to CNL Income Fund Advisors, Inc.
(Included as Exhibit 10.2 to Form 10-K filed with the
Securities and Exchange Commission on March 30, 1995,
and incorporated herein by reference.)
10.3 Assignment of Property Management Agreement from CNL
Income Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with the
Securities and Exchange Commission on March 29, 1996,
and incorporated herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities and
Exchange Commission on August 11, 2001, and incorporated
herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included as
Exhibit 10.5 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2002, and incorporated
herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended June
30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 12th day of August, 2003.
CNL INCOME FUND, LTD.
By: CNL REALTY CORPORATION
General Partner
By:/s/ James M. Seneff, Jr.
------------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Robert A. Bourne
-----------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund,
Ltd., as amended. (Included as Exhibit 3.1 to Amendment
No. 1 to Registration Statement No. 33-2850 on Form S-11
and incorporated herein by reference.)
3.2 Amended and Restated Certificate and Agreement of
Limited Partnership of CNL Income Fund, Ltd. (Included
as Exhibit 3.2 to Form 10-K filed with the Securities
and Exchange Commission on March 27, 1998, and
incorporated herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund,
Ltd., as amended. (Included as Exhibit 4.1 to Amendment
No. 1 to Registration Statement No. 33-2850 on Form S-11
and incorporated herein by reference.)
4.2 Amended and Restated Certificate and Agreement of
Limited Partnership of CNL Income Fund, Ltd. (Included
as Exhibit 3.2 to Form 10-K filed with the Securities
and Exchange Commission on March 27, 1998, and
incorporated herein by reference.)
10.1 Property Management Agreement. (Included as Exhibit 10.1
to Form 10-K filed with the Securities and Exchange
Commission on March 27, 1998, and incorporated herein by
reference.)
10.2 Assignment of Property Management Agreement from CNL
Investment Company to CNL Income Fund Advisors, Inc.
(Included as Exhibit 10.2 to Form 10-K filed with the
Securities and Exchange Commission on March 30, 1995,
and incorporated herein by reference.)
10.3 Assignment of Property Management Agreement from CNL
Income Fund Advisors, Inc. to CNL Fund Advisors, Inc.
(Included as Exhibit 10.3 to Form 10-K filed with the
Securities and Exchange Commission on March 29, 1996,
and incorporated herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities and
Exchange Commission on August 11, 2001, and incorporated
herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included as
Exhibit 10.5 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2002, and incorporated
herein reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2