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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
0-16850
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CNL Income Fund III, Ltd.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2809460
- --------------------------------- ------------------------------
(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 III, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 7,258,109 $ 7,362,460
Real estate held for sale -- 368,737
Investment in joint ventures 2,080,568 2,084,178
Cash and cash equivalents 797,031 1,994,246
Receivables 18,943 10,195
Accrued rental income 107,117 95,861
Other assets 34,726 32,861
------------------- -------------------
$ 10,296,494 $ 11,948,538
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 9,852 $ 21,199
Real estate taxes payable 11,413 11,892
Distributions payable 351,563 1,357,500
Due to related parties 192,051 243,170
Rents paid in advance and deposits 51,996 35,424
------------------- -------------------
Total liabilities 616,875 1,669,185
Minority interest 123,094 124,632
Partners' capital 9,556,525 10,154,721
------------------- -------------------
$ 10,296,494 $ 11,948,538
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND III, 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 $ 257,650 $ 272,495 $ 515,302 $ 541,843
Earned income from direct financing leases -- 5,063 -- 14,039
Contingent rental income 22,354 5,486 45,717 32,506
Interest and other income 1,281 7,346 1,874 13,237
------------- ----------- --------------- --------------
281,285 290,390 562,893 601,625
------------- ----------- --------------- --------------
Expenses:
General operating and administrative 40,779 51,006 94,360 111,808
Property related 1,718 1,524 2,681 2,535
State and other taxes 20 2,050 2,333 23,080
Depreciation 52,176 52,175 104,352 104,350
------------- ----------- --------------- --------------
94,693 106,755 203,726 241,773
------------- ----------- --------------- --------------
Income Before Loss on Sale of Assets, Minority Interest
in Income of Consolidated Joint Venture and Equity
in Earnings of Unconsolidated Joint Ventures 186,592 183,635 359,167 359,852
Loss on Sale of Assets -- (9,945 ) -- (9,945 )
Minority Interest in Income of Consolidated
Joint Venture (4,196 ) (4,388 ) (8,555 ) (8,591 )
Equity in Earnings of Unconsolidated Joint Ventures 52,815 51,929 106,216 102,559
------------- ----------- --------------- --------------
Income from Continuing Operations 235,211 221,231 456,828 443,875
------------- ----------- --------------- --------------
Discontinued Operations:
Loss from discontinued operations -- (95,958 ) (4,123 ) (122,596 )
Gain on disposal of discontinued operations -- -- 2,225 --
------------- ----------- --------------- --------------
-- (95,958 ) (1,898 ) (122,596 )
------------- ----------- --------------- --------------
Net Income $ 235,211 $ 125,273 $ 454,930 $ 321,279
============= =========== =============== ==============
Income (Loss) per Limited Partner Unit:
Continuing operations $ 4.70 $ 4.43 $ 9.13 $ 8.88
Discontinued operations -- (1.92 ) (0.03 ) (2.45 )
------------- ----------- --------------- --------------
$ 4.70 $ 2.51 $ 9.10 $ 6.43
============= =========== =============== ==============
Weighted Average Number of Limited Partner
Units Outstanding 50,000 50,000 50,000 50,000
============= =========== =============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND III, 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 $ 371,371 $ 371,371
Net income -- --
-------------------- ------------------
371,371 371,371
-------------------- ------------------
Limited partners:
Beginning balance 9,783,350 12,586,051
Net income 454,930 279,799
Distributions ($21.06 and $61.65 per
limited partner unit, respectively) (1,053,126 ) (3,082,500 )
-------------------- ------------------
9,185,154 9,783,350
-------------------- ------------------
Total partners' capital $ 9,556,525 $ 10,154,721
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND III, 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 $ 488,605 $ 618,661
---------------- --------------
Cash Flows from Investing Activities:
Additions to real estate properties with operating leases -- (16,800 )
Proceeds from sale of assets 383,336 78,295
Liquidating distribution from joint venture -- 106,521
---------------- --------------
Net cash provided by investing activities 383,336 168,016
---------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (2,059,063 ) (1,412,500 )
Distributions to holders of minority interests (10,093 ) (9,986 )
---------------- --------------
Net cash used in financing activities (2,069,156 ) (1,422,486 )
---------------- --------------
Net Decrease in Cash and Cash Equivalents (1,197,215 ) (635,809 )
Cash and Cash Equivalents at Beginning of Period 1,994,246 1,242,931
---------------- --------------
Cash and Cash Equivalents at End of Period $ 797,031 $ 607,122
================ ==============
Supplemental Schedule of Non-Cash Investing and Financing
Activities:
Deferred real estate disposition fee incurred and unpaid
at end of period $ 12,375 $ 12,000
================ ==============
Mortgage note accepted in exchange for sale of assets $ -- $ 320,000
================ ==============
Distributions declared and unpaid at end of period $ 351,563 $ 375,000
================ ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
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 III, Ltd. (the "Partnership") for the year ended December
31, 2002.
The Partnership accounts for its 69.07% interest in Tuscawilla Joint
Venture using the consolidation method. Minority interest represents
the minority joint venture partners' proportionate share of the equity
in the Partnership's consolidated joint venture. All significant
intercompany accounts and transactions have been eliminated.
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.
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Six Months Ended June 30, 2003 and 2002
3. Discontinued Operations:
During 2002, the Partnership identified for sale three properties that
were classified as Discontinued Operations in the accompanying
financial statements. The Partnership sold two of the three properties
during 2002. In February 2003, the Partnership sold the third property,
and recorded a gain on disposal of assets of approximately $2,200
during the six months ended June 30, 2003. The Partnership had recorded
provisions for write-down of assets in previous years relating to this
property.
The operating results of the discontinued operations for these
properties are as follows:
Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
------------- --------------- -------------- ----------------
Rental revenues $ -- $ 15,342 $ -- $ 57,316
Expenses -- (31,651 ) (4,123 ) (53,907 )
Provision for write-down of assets -- (79,649 ) -- (126,005 )
------------- --------------- -------------- ----------------
Loss from discontinued operations $ -- $ (95,958 ) $ (4,123 ) $ (122,596 )
============= =============== ============== ================
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
Advisor provides a substantial amount of services in connection with
the sales. 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 the receipt by the limited partners of their
aggregate, cumulative 10% Preferred Return, plus their adjusted capital
contributions. During the six months ended June 30, 2003, the
Partnership incurred a deferred, subordinated real estate disposition
fee of $12,375 as a result of the Partnership's sale of the property in
Fayetteville, North Carolina.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund III, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on June 1, 1987 to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurant properties, as well as land upon which restaurants were to
be constructed (the "Properties"), which are leased primarily to operators of
selected national and regional fast-food restaurant chains. 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 17 Properties directly and six Properties indirectly through
joint venture or tenancy in common arrangements. As of June 30, 2003, the
Partnership owned 14 Properties directly and six Properties indirectly through
joint venture or tenancy in common arrangements.
Capital Resources
Cash from operating activities was $488,605 and $618,661 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 a result of changes in the Partnership's working
capital.
Other sources and uses of cash included the following during the six
months ended June 30, 2003.
In February 2003, the Partnership sold its Property in Fayetteville,
North Carolina, to a third party and received net sales proceeds of
approximately $383,300, resulting in a gain on disposal of assets of
approximately $2,200 during the six months ended June 30, 2003. The Partnership
had recorded provisions for write-down of assets in previous years relating to
this asset. In connection with the sale, the Partnership incurred a deferred,
subordinated real estate disposition fee of $12,375. 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 sales proceeds as a special
distribution to the limited partners, as described below.
At June 30, 2003, the Partnership had $797,031 in cash and cash
equivalents, as compared to $1,994,246 at December 31, 2002. At June 30, 2003,
these funds were held in a demand deposit account at a commercial bank. The
decrease in cash and cash equivalents was primarily a result of the Partnership
distributing to the limited partners, in the form of a special distribution,
sales proceeds that were held at December 31, 2002, as described below. The
funds remaining at June 30, 2003, after the 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 generate net 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 that
the general partners determine that such funds are available for distribution.
Based on current and anticipated future cash from operations, and for the six
months ended June 30, 2003, the net sales proceeds from the sale of the Property
in Fayetteville, North Carolina, and for the six months ended June 30, 2002, the
net sales proceeds from the 2001 sale of the Property in Washington, Illinois
and the liquidating distribution received from Titusville Joint Venture, the
Partnership declared distributions to limited partners of $1,053,126 and
$1,350,000 for the six months ended June 30, 2003 and 2002, respectively,
($351,563 and $375,000 for the quarters ended June 30, 2003 and 2002,
respectively). This represents distributions of $21.06 and $27.00 per unit for
the six months ended June 30, 2003 and 2002, respectively, ($7.03 and $7.50 per
unit for each applicable quarter). Distributions for the six months ended June
30, 2003 included a special distribution of $350,000 as a result of the
distribution of the net sales proceeds from the 2003 sale of the Property in
Fayetteville, North Carolina. Distributions for the six months ended June 30,
2002 included a special distribution of $600,000 as a result of the distribution
of the net sales proceeds from the 2001 sale of the Property in Washington,
Illinois and the 2002 liquidating distribution received from Titusville Joint
Venture. These special distributions were effectively a return of a portion of
the limited partners' investment, although, in accordance with the Partnership
agreement, it was applied to the limited partner's unpaid cumulative 10%
Preferred Return. As a result of the sales of the Properties, the Partnership's
total revenue was reduced and is 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 sales of Properties and current and
anticipated future cash from operations, distributions of net cash flow were
adjusted commencing during the quarters ended March 31, 2002 and 2003. No
distributions were made to the general partners for the quarters and six months
ended June 30, 2003 and 2002. No amounts distributed to the limited partners for
the six months ended June 30, 2003 and 2002 are required to be or have been
treated by the Partnership as a return of capital for purposes of calculating
the limited partners' return on their adjusted capital contributions. The
Partnership intends to continue to make distributions of cash available for
distribution to the limited partners on a quarterly basis.
Total liabilities of the Partnership, including distributions payable,
were $616,875 at June 30, 2003, as compared to $1,669,185 at December 31, 2002.
The decrease in liabilities at June 30, 2003 was due to the Partnership paying a
special distribution to the limited partners that had been accrued at December
31, 2002 and due to a decrease in amounts due to related parties at June 30,
2003, as compared to December 31, 2002. The general partners believe that the
Partnership has sufficient cash on hand to meet its current working capital
needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $515,302 during the six months ended June
30, 2003, as compared to $555,882 during the same period of 2002, $257,650 and
$277,558 of which were earned during the second quarters of 2003 and 2002,
respectively. Rental revenues were lower during the quarter and six months ended
June 30, 2003 due to the Partnership selling its Property in Montgomery, Alabama
in May 2002. The tenant of this Property experienced financial difficulties
during 2002. Rental revenues were also lower during the quarter and six months
ended June 30, 2003 due to the Partnership terminating the leases relating to
the Properties in Hastings, Nebraska and Wichita, Kansas during 2002. Each lease
was scheduled to expire in 2002. The Partnership re-leased these Properties
during 2002, each to a new tenant with slightly lower rents.
The Partnership also earned $45,717 in contingent rental income during
the six months ended June 30, 2003, as compared to $32,506 during the same
period of 2002, $22,354 and $5,486 of which were earned during the quarters
ended June 30, 2003 and 2002, respectively. The increase in contingent rental
income during the quarter and six months ended June 30, 2003, as compared to the
same periods of 2002, was primarily due to an increase in the reported gross
sales of the restaurants with leases that require the payment of contingent
rental income.
The Partnership also earned $106,216 attributable to net income earned
by unconsolidated joint ventures during the six months ended June 30, 2003, as
compared to $102,559 during the same period of 2002, $52,815 and $51,929 of
which were earned during the quarters ended June 30, 2003 and 2002,
respectively. Net income earned by unconsolidated joint ventures during the six
months ended June 30, 2003, remained constant, as compared to same period in
2002, because there were no changes in the leased Properties owned by the joint
ventures and the tenancies in common.
The Partnership earned $1,874 in interest and other income during the
six months ended June 30, 2003, as compared to $13,237 during the same period of
2002, $1,281 and $7,346 of which were earned during the quarters ended June 30,
2003 and 2002, respectively. During the quarter and six months ended June 30,
2002, interest and other income was higher because the Partnership earned
interest on a mortgage note receivable held in connection with the 2002 sale of
the Property in Montgomery, Alabama. The mortgage note receivable was paid in
full in August 2002. In addition, the Partnership distributed sales proceeds
during 2002 that had been held in interest bearing bank accounts.
Operating expenses, including depreciation expense, were $203,726
during the six months ended June 30, 2003, as compared to $241,773 during the
same period of 2002, $94,693 and $106,755 of which were incurred during the
quarters ended June 30, 2003 and 2002, respectively. Operating expenses were
lower during the quarter and six months ended June 30, 2003, due to a decrease
in the amount of state tax expense relating to several states in which the
Partnership conducts business and a decrease in the costs incurred for
administrative expenses for servicing the Partnership and its Properties.
During the year ended December 31, 2002, the Partnership identified for
sale three Properties that were classified as Discontinued Operations in the
accompanying financial statements. The Partnership recognized a net rental loss
(rental revenues less Property related expenses) of $95,958 and $122,596 during
the quarter and six months ended June 30, 2002, respectively, relating to these
three Properties. The Partnership sold the Properties in Altus, Oklahoma and
Canton Township, Michigan subsequent to June 30, 2002. In February 2003, the
Partnership sold the third Property, located in Fayetteville, North Carolina,
and recorded a gain on disposal of assets of approximately $2,200. The
Partnership had recorded provisions for write-down of assets in previous years
relating to this Property. The Partnership recognized a net rental loss of
$4,123 during the six months ended June 30, 2003 relating 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 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 III, Ltd. (Included as Exhibit 3.1 to
Amendment No. 1 to the Registration Statement No.
33-15374 on Form S-11 and incorporated herein by
reference.)
3.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund III, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with
the Securities and Exchange Commission on April 5,
1993, and incorporated herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income
Fund III, Ltd. (Included as Exhibit 4.1 to
Amendment No. 1 to Registration Statement No.
33-15374 on Form S-11 and incorporated herein by
reference.)
4.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund III, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with
the Securities and Exchange Commission on April 5,
1993, 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 April 5, 1993, 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 April 1, 1996, and incorporated
herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included
as Exhibit 10.4 to Form 10-Q filed with the
Securities and Exchange Commission on August 10,
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
14, 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 of 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 4th day of August, 2003.
CNL INCOME FUND III, 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 III, Ltd. (Included as Exhibit 3.1 to
Amendment No. 1 to the Registration Statement No.
33-15374 on Form S-11 and incorporated herein by
reference.)
3.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund III, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with
the Securities and Exchange Commission on April 5,
1993, and incorporated herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income
Fund III, Ltd. (Included as Exhibit 4.1 to
Amendment No. 1 to Registration Statement No.
33-15374 on Form S-11 and incorporated herein by
reference.)
4.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund III, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with
the Securities and Exchange Commission on April 5,
1993, 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 April 5, 1993, 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 April 1, 1996, and incorporated
herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included
as Exhibit 10.4 to Form 10-Q filed with the
Securities and Exchange Commission on August 10,
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
14, 2002, and incorporated herein by reference.)
31.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to Rule 13a-14
as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to Rule 13a-14
as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2