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 March 31, 2004
-------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from ____________________ to ________________________
Commission file number
0-15666
---------------------------------------
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 5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
Item 4. Controls and Procedures 10
Part II.
Other Information 11-12
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2004 2003
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 3,053,539 $ 3,076,606
Real estate held for sale 759,285 1,193,335
Investment in joint ventures 423,417 430,221
Cash and cash equivalents 723,517 325,603
Receivables, less allowance for doubtful
accounts of $15,491 in 2004 13,666 24,353
Accrued rental income 32,084 29,034
Other assets 4,337 3,552
------------------- -------------------
$ 5,009,845 $ 5,082,704
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 17,532 $ 2,652
Real estate taxes payable 9,575 3,700
Distributions payable 157,040 157,040
Due to related parties 192,528 173,369
Rents paid in advance and deposits 30,125 40,125
------------------- -------------------
Total liabilities 406,800 376,886
Partners' capital 4,603,045 4,705,818
------------------- -------------------
$ 5,009,845 $ 5,082,704
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
---------------- ----------------
Revenues:
Rental income from operating leases $ 101,615 $ 101,615
Contingent rental income 4,753 2,099
Interest and other income -- 226
---------------- ----------------
106,368 103,940
---------------- ----------------
Expenses:
General operating and administrative 42,116 38,482
Property related -- 878
State and other taxes 5,412 7,599
Depreciation and amortization 23,396 23,067
---------------- ----------------
70,924 70,026
---------------- ----------------
Income before equity in earnings of unconsolidated joint
ventures 35,444 33,914
Equity in earnings of unconsolidated joint ventures 11,885 12,111
---------------- ----------------
Income from continuing operations 47,329 46,025
---------------- ----------------
Discontinued operations:
Income from discontinued operations 6,938 30,634
Loss on disposal of discontinued operations -- (1,392 )
---------------- ----------------
6,938 29,242
---------------- ----------------
Net income $ 54,267 $ 75,267
================ ================
Income per limited partner unit:
Continuing operations $ 1.58 $ 1.53
Discontinued operations 0.23 0.98
---------------- ----------------
$ 1.81 $ 2.51
================ ================
Weighted average number of limited partner
units outstanding 30,000 30,000
================ ================
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2004 2003
-------------------- ------------------
General partners:
Beginning balance $ 340,768 $ 340,768
Net income -- --
-------------------- ------------------
340,768 340,768
-------------------- ------------------
Limited partners:
Beginning balance 4,365,050 4,905,695
Net income 54,267 337,515
Distributions ($5.23 and $29.27 per
limited partner unit, respectively) (157,040) (878,160)
-------------------- ------------------
4,262,277 4,365,050
-------------------- ------------------
Total partners' capital $ 4,603,045 $ 4,705,818
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2004 2003
--------------- ---------------
Net cash provided by operating activities $ 107,404 $ 132,129
--------------- ---------------
Cash flows from investing activities:
Proceeds from sale of assets 447,550 297,887
--------------- ---------------
Net cash provided by investing activities 447,550 297,887
--------------- ---------------
Cash flows from financing activities:
Distributions to limited partners (157,040) (161,343)
--------------- ---------------
Net cash used in financing activities (157,040) (161,343)
--------------- ---------------
Net increase in cash and cash equivalents 397,914 268,673
Cash and cash equivalents at beginning of quarter 325,603 419,385
--------------- ---------------
Cash and cash equivalents at end of quarter $ 723,517 $ 688,058
=============== ===============
Supplemental schedule of non-cash investing and financing activities:
Deferred real estate disposition fee incurred and
unpaid at end of quarter $ 13,500 $ 9,000
=============== ===============
Distributions declared and unpaid at end of
quarter $ 157,040 $ 407,040
=============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a
fair statement of the results for the interim periods presented.
Operating results for the quarter ended March 31, 2004 may not be
indicative of the results that may be expected for the year ending
December 31, 2004. Amounts as of December 31, 2003, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction
with the financial statements and notes thereto included in Form 10-K
of CNL Income Fund, Ltd. (the "Partnership") for the year ended
December 31, 2003.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. Application of FIN 46R is
required in financial statements of public entities that have
interests in variable interest entities for periods ending after March
15, 2004. The Partnership has adopted FIN 46R as of March 31, 2004.
The Partnership was not the primary beneficiary of a variable interest
entity at the time of adoption of FIN 46R, therefore the adoption had
no effect on the balance sheet, partners' capital or net income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 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 quarter ended March 31,
2003. The Partnership had recorded a provision for write-down of
assets in a previous year related to this property. In addition,
during 2003, the Partnership identified two additional Properties for
sale. In February 2004, the Partnership sold the Property in Oklahoma
City, Oklahoma. Because the Partnership recorded a provision for
write-down of assets in the previous year relating to this Property,
no gain or loss was recognized on the sale.
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
3. Discontinued Operations - Continued
The operating results of the discontinued operations for the above
properties are as follows:
Quarter Ended
March 31,
2004 2003
------------- --------------
Rental revenues $ 7,412 $ 38,539
Expenses (474) (7,905)
------------- --------------
Income from discontinued
operations $ 6,938 $ 30,634
============= ==============
4. Concentration of Credit Risk
The following schedule presents total rental revenues from individual
lessees, each representing more than 10% of the Partnership's total
rental revenues (including the Partnership's share of total rental
revenues from the joint venture and the property held as
tenants-in-common with affiliates of the general partners) for each of
the quarters ended March 31:
2004 2003
----------- --------------
AJZ, Inc. $ 21,194 $ 21,194
Wendy's Old Fashioned Hamburgers
of New York, Inc. 20,528 20,528
Wen-Atlanta, Inc. 20,134 20,134
Darrin Cobb 13,918 N/A
JMJ, LLC 13,200 15,686
The Ground Round, Inc. N/A 22,131
In addition, the following schedule presents total rental revenues
from individual restaurant chains, each representing more than 10% of
the Partnership's total rental revenues (including the Partnership's
share of total rental revenues from the joint venture and the property
held as tenants-in-common with affiliates of the general partners) for
each of the quarters ended March 31:
2004 2003
------------- --------------
Wendy's Old Fashioned Hamburger
Restaurants $ 53,862 $ 70,509
A.J. Gators Restaurant 21,194 21,194
Pizza Hut 14,830 N/A
D.C. Sportsbar and Steakhouse
Restaurant 13,918 N/A
Ground Round N/A 22,131
CNL INCOME FUND, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
4. Concentration of Credit Risk - Continued
The information denoted by N/A indicates that for each period
presented, the tenant or chain did not represent more than 10% of the
Partnership's total rental revenues.
Although the Partnership's properties have some geographic diversity
in the United States and the Partnership's lessees operate a variety
of restaurant concepts, default by any lessee or restaurant chain
contributing more than 10% of the Partnership's revenues will
significantly impact the results of operations of the Partnership if
the Partnership is not able to re-lease the properties in a timely
manner.
5. 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 dispositions 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 quarters ended March 31, 2004 and 2003, the
Partnership incurred deferred, subordinated real estate disposition
fees of $13,500 and $9,000, respectively, as a result of the sale of
one property during each quarter.
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 March 31, 2003 and 2004, the Partnership owned nine and eight
Properties directly, respectively, and one Property indirectly through a joint
venture arrangement and one Property indirectly through a tenancy in common
arrangement.
Capital Resources
For the quarters ended March 31, 2004 and 2003, net cash provided by
operating activities was $107,404 and $132,129, respectively. The decrease in
cash from operating activities during the quarter ended March 31, 2004, as
compared to the previous year, was a result of changes in income and expenses,
such as changes in rental revenues resulting from the sales of Properties and
changes in operating and property related expenses.
During the quarter ended March 31, 2004, the Partnership sold its
Property in Oklahoma City, Oklahoma to the tenant and received net sales
proceeds of approximately $447,600. Because the Partnership recorded a provision
for write-down of assets in the previous year relating to this Property, no gain
or loss was recognized on the sale. In connection with the sale, the Partnership
incurred a deferred, subordinated disposition fee of $13,500. 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 general partners intend to distribute the
net sales proceeds to the limited partners or use the proceeds to meet working
capital needs.
At March 31, 2004, the Partnership had $723,517 in cash and cash
equivalents, as compared to $325,603 at December 31, 2003. At March 31, 2004,
these funds were held in a demand deposit account at a commercial bank. The
increase at March 31, 2004 was primarily the result of the Partnership holding
the net sales proceeds it received from the sale of its Property in Oklahoma
City, Oklahoma. The funds remaining at March 31, 2004, after payment of
distributions and other liabilities, will be used to meet the Partnership's
working capital needs.
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 or loans 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 such funds are available for distribution. Based
on current cash from operations and net proceeds from the sale of a Property in
2003, the Partnership declared distributions to limited partners of $157,040 and
$407,040 for the quarters ended March 31, 2004 and 2003, respectively. This
represents distributions of $5.23 and $13.57 per unit for the quarters ended
March 31, 2004 and 2003, respectively. The distribution for the quarter ended
March 31, 2003, included $250,000 of net sales proceeds from the 2003 sale of
the Property in Angleton, Texas. 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. As a result of the sales of
the 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 quarter ended March 31, 2003. No
distributions were made to the general partners for the quarters ended March 31,
2004 and 2003. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.
Total liabilities, including distributions payable, were $406,800 at
March 31, 2004, as compared to $376,886 at December 31, 2003. The increase was
primarily due to an increase in accounts payable and accrued expenses and
amounts due to related parties. The increase was partially offset by a decrease
in rents paid in advance and deposits. The general partners believe that the
Partnership has sufficient cash on hand to meet current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Rental revenues from continuing operations remained constant at
$101,615 during each of the quarters ended March 31, 2004 and 2003, because the
changes in the leased property portfolio related to the Properties that were
accounted for as discontinued operations.
The Partnership also earned $4,753 in contingent rental income for the
quarter ended March 31, 2004, as compared to $2,099 for the same period of 2003.
The increase in contingent rental income was due to an increase in gross sales
of certain restaurant Properties, the leases of which require the payment of
contingent rent.
The Partnership also earned $11,885 attributable to net income earned
by unconsolidated joint ventures during the quarter ended March 31, 2004, as
compared to $12,111 during the same period of 2003. Net income earned by
unconsolidated joint ventures during 2004, as compared to the same period of
2003, remained relatively constant, as there was no change in the leased
property portfolio.
In October 2003, Chevy's, Inc., the tenant of the Property in
Vancouver, Washington, which the Partnership owns as tenants-in-common with
affiliates of the general partners, filed for Chapter 11 bankruptcy protection.
The Partnership owns a 12.17% interest in this Property. While the tenant has
neither rejected nor affirmed the one lease it has with the Partnership, there
can be no assurance that the lease will not be rejected in the future. The lost
revenues that would result if the tenant were to reject this lease will have an
adverse effect on the equity in earnings of unconsolidated joint ventures of the
Partnership if the tenancy in common is not able to re-lease the Property in a
timely manner.
During the quarter ended March 31, 2004, five lessees, AJZ, Inc.,
Wendy's Old Fashioned Hamburgers of New York, Inc., Wen-Atlanta, Inc., Darrin
Cobb, and JMJ, LLC, each contributed more than 10% of the Partnership's total
rental revenues (including the Partnership's share of total rental revenues from
the Property owned by a joint venture and a Property owned with affiliates of
the general partners as tenants-in-common). It is anticipated that based on the
minimum rental payments required by the leases, these five lessees will continue
to contribute more than 10% of the Partnership's total rental revenues. In
addition, during the quarter ended March 31, 2004, four restaurant chains,
Wendy's Old Fashioned Hamburger Restaurants, A.J. Gators Restaurant, Pizza Hut
and D.C. Sportsbar and Steakhouse Restaurant, each accounted for more than 10%
of the Partnership's total rental revenues (including the Partnership's share of
total rental revenues from the Property owned by a joint venture and a Property
owned with affiliates as tenants-in-common). It is anticipated that these four
restaurant chains will each continue to account for more than 10% of the total
rental revenues to which the Partnership is entitled under the terms of the
leases. Any failure of these lessees or restaurant chains will materially affect
the Partnership's operating results if the Partnership is not able to re-lease
the Properties in a timely manner.
Operating expenses, including depreciation and amortization expense,
were $70,924 during the quarter ended March 31, 2004, as compared to $70,026
during the same period of 2003. The increase in operating expenses during the
quarter ended March 31, 2004, was primarily due to the Partnership incurring
additional general operating and administrative expenses, including legal fees.
The increase in operating expenses during 2004 was partially offset by a
decrease in the costs incurred for administrative expenses for servicing the
Partnership and its Properties and a decrease in state tax expense relating to
states in which the Partnership conducts business.
The Partnership recognized income from discontinued operations (rental
revenues less property related expenses) of $6,938 during the quarter ended
March 31, 2004, as compared to $30,634 during the same period of 2003 relating
to the Properties in Angleton, Texas; Oklahoma City, Oklahoma; and Camp Hill,
Pennsylvania. The Partnership sold the Property in Angleton, Texas in January
2003 and recognized a loss on disposal of discontinued operations of
approximately $1,400. The Partnership sold the Property in Oklahoma City,
Oklahoma in February 2004. Due to the fact that the Partnership had recorded a
provision for write-down of assets in 2003, no gain or loss was recognized on
the disposal of discontinued operations. As of May 3, 2004, the Partnership had
not sold the Property in Camp Hill, Pennsylvania.
In February 2004, American Hospitality Concepts, Inc., the parent
company of Ground Round, Inc., filed for Chapter 11 bankruptcy protection. In
April 2004, the tenant rejected the lease. The lost revenues will have an
adverse effect on the results of operations if the Partnership is not able to
re-lease or sell the Property in a timely manner.
The general partners continuously evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the limited
partners.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. Application of FIN 46R is required in financial statements of
public entities that have interests in variable interest entities for periods
ending after March 15, 2004. The Partnership has adopted FIN 46R as of March 31,
2004. The Partnership was not the primary beneficiary of a variable interest
entity at the time of adoption of FIN 46R, therefore the adoption had no effect
on the balance sheet, partners' capital or net income.
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 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 between CNL Income Fund,
Ltd. and CNL Investment Company. (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 9, 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 March
31, 2004.
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 May, 2004.
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 between CNL Income Fund,
Ltd. and CNL Investment Company. (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
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EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2