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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, 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
0-16850
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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
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 6-8
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 8
Item 4. Controls and Procedures 8
Part II.
Other Information 9-10
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2004 2003
------------------ ------------------
ASSETS
Real estate properties with operating leases, net $ 7,049,405 $ 7,153,757
Investment in joint ventures 2,066,010 2,073,601
Cash and cash equivalents 599,500 771,278
Receivables 63,539 11,793
Accrued rental income 129,629 118,373
Other assets 31,370 33,865
------------------ ------------------
$ 9,939,453 $ 10,162,667
================== ==================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 18,551 $ 4,758
Real estate taxes payable 9,010 10,070
Distributions payable 351,563 351,563
Due to related parties 194,214 190,544
Rents paid in advance and deposits 51,220 67,831
------------------ ------------------
Total liabilities 624,558 624,766
Minority interest 120,525 121,860
Partners' capital 9,194,370 9,416,041
------------------ ------------------
$ 9,939,453 $ 10,162,667
================== ==================
See accompanying notes to condensed financial statements.
1
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Six Months Ended
June 30, June 30,
2004 2003 2004 2003
-------------- -------------- -------------- --------------
Revenues:
Rental income from operating leases $ 257,650 $ 257,650 $ 515,302 $ 515,302
Contingent rental income 84,509 22,354 102,191 45,717
Interest and other income 507 1,281 1,241 1,874
-------------- -------------- -------------- --------------
342,666 281,285 618,734 562,893
-------------- -------------- -------------- --------------
Expenses:
General operating and administrative 55,033 40,779 113,464 94,360
Property related 1,897 1,718 2,446 2,681
State and other taxes 2,086 20 9,678 2,333
Depreciation and amortization 55,321 52,176 108,021 104,352
-------------- -------------- -------------- --------------
114,337 94,693 233,609 203,726
-------------- -------------- -------------- --------------
Income before minority interest and equity in
earnings of unconsolidated joint ventures 228,329 186,592 385,125 359,167
Minority interest (4,350) (4,196) (8,526) (8,555)
Equity in earnings of unconsolidated joint ventures 52,478 52,815 104,856 106,216
-------------- -------------- -------------- --------------
Income from continuing operations 276,457 235,211 481,455 456,828
-------------- -------------- -------------- --------------
Discontinued operations:
Loss from discontinued operations -- -- -- (4,123)
Gain on disposal of discontinued operations -- -- -- 2,225
-------------- -------------- -------------- --------------
-- -- -- (1,898)
-------------- -------------- -------------- --------------
Net income $ 276,457 $ 235,211 $ 481,455 $ 454,930
============== ============== ============== ==============
Income (loss) per limited partner unit:
Continuing operations $ 5.53 $ 4.70 $ 9.63 $ 9.14
Discontinued operations -- -- -- (0.04)
-------------- -------------- -------------- --------------
$ 5.53 $ 4.70 $ 9.63 $ 9.10
============== ============== ============== ==============
Weighted average number of limited partner
units outstanding 50,000 50,000 50,000 50,000
============== ============== ============== ==============
See accompanying notes to condensed financial statements.
2
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Six Months Ended Year Ended
June 30, December 31,
2004 2003
-------------------- ------------------
General partners:
Beginning balance $ 371,371 $ 371,371
Net income -- --
-------------------- ------------------
$ 371,371 $ 371,371
-------------------- ------------------
Limited partners:
Beginning balance 9,044,670 9,783,350
Net income 481,455 1,017,572
Distributions ($14.06 and $35.13 per
limited partner unit, respectively) (703,126) (1,756,252)
-------------------- ------------------
8,822,999 9,044,670
-------------------- ------------------
Total partners' capital $ 9,194,370 $ 9,416,041
==================== ==================
See accompanying notes to condensed financial statements.
3
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2004 2003
-------------- --------------
Net cash provided by operating activities $ 541,209 $ 488,605
-------------- --------------
Cash flows from investing activities:
Proceeds from sale of assets -- 383,336
-------------- --------------
Net cash provided by investing activities -- 383,336
-------------- --------------
Cash flows from financing activities:
Distributions to limited partners (703,126) (2,059,063)
Distributions to holders of minority interest (9,861) (10,093)
-------------- --------------
Net cash used in financing activities (712,987) (2,069,156)
-------------- --------------
Net decrease in cash and cash equivalents (171,778) (1,197,215)
Cash and cash equivalents at beginning of period 771,278 1,994,246
-------------- --------------
Cash and cash equivalents at end of period $ 599,500 $ 797,031
============== ==============
Supplemental schedule of non-cash investing and financing
activities:
Deferred real estate disposition fee incurred and
unpaid at end of period $ -- $ 12,375
============== ==============
Distributions declared and unpaid at end of period $ 351,563 $ 351,563
============== ==============
See accompanying notes to condensed financial statements.
4
CNL INCOME FUND III, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 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 and six months ended June 30, 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 III, Ltd. (the "Partnership") for the year ended December
31, 2003.
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 joint venture. All significant intercompany accounts and
transactions have been eliminated.
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 adopted FIN 46R during the quarter ended 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. Subsequent Event
On August 9, 2004, the Partnership entered into a definitive Agreement
and Plan of Merger pursuant to which the Partnership will be merged
with a subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The
merger is one of multiple concurrent transactions pursuant to which 17
other affiliated limited partnerships also will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. and in which CNL
Restaurant Properties, Inc., an affiliate, also will be merged with
U.S. Restaurant Properties, Inc. CNL Restaurant Properties, Inc.
currently provides property management and other services to the
Partnership. The merger of the Partnership (and each of the 17 other
affiliated mergers) is subject to certain conditions including approval
by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as
measured by the value of the merger consideration) of all limited
partnerships, consummation of the merger between U. S. Restaurant
Properties, Inc. and CNL Restaurant Properties, Inc., approval of the
shareholders of U.S. Restaurant Properties, Inc., and availability of
financing. The transaction is expected to be consummated in the first
quarter of 2005.
Under the terms of the transaction, the limited partners will receive
total consideration of approximately $12.96 million, consisting of
approximately $10.84 million in cash and approximately $2.12 million in
U.S. Restaurant Properties, Inc. Series A Convertible Preferred Stock
that is listed on the New York Stock Exchange. The general partners
will receive total consideration of approximately $289,000 consisting
of approximately $242,000 in cash and approximately $47,000 in
preferred stock.
5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CNL Income Fund III, Ltd. (the "Partnership," which may be referred to
as "we," "us," or "our") 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, 2004 and 2003, we owned 14 Properties directly and six
Properties indirectly through joint venture or tenancy in common arrangements.
Capital Resources
Net cash provided by operating activities was $541,209 and $488,605 for
the six months ended June 30, 2004 and 2003, respectively. The increase in net
cash provided by operating activities during the six months ended June 30, 2004,
was a result of changes in our working capital, such as the timing of
transactions relating to the collection of receivables and the payment of
expenses, and changes in income and expenses, such as changes in rental revenues
and changes in operating and property related expenses.
At June 30, 2004, we had $599,500 in cash and cash equivalents, as
compared to $771,278 at December 31, 2003. At June 30, 2004, these funds were
held in demand deposit accounts at a commercial bank. The funds remaining at
June 30, 2004, will be used toward the payment of distributions and other
liabilities.
Short-Term Liquidity
Our investment strategy of acquiring Properties for cash and leasing
them under triple-net leases to operators who generally meet specified financial
standards minimizes our operating expenses. The general partners believe that
the leases will generate net cash flow in excess of operating expenses.
Our short-term liquidity requirements consist primarily of our
operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
our operations.
We generally distribute cash from operations remaining after the
payment of operating expenses, 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 sales proceeds from prior years, we declared
distributions to limited partners of $703,126 and $1,053,126 for the six months
ended June 30, 2004 and 2003, respectively ($351,563 for each of the quarters
ended June 30, 2004 and 2003). This represents distributions of $14.06 and
$21.06 per unit for the six months ended June 30, 2004 and 2003, respectively
($7.03 for each of the quarters ended June 30, 2004 and 2003). 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. This special distribution 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
Properties during previous years, our total revenue was reduced and is expected
to remain reduced in subsequent periods, while the majority of our 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 quarter ended
March 31, 2003. No distributions were made to the general partners for the
quarters and six months ended June 30, 2004 and 2003. No amounts distributed to
the limited partners for the six months ended June 30, 2004 and 2003 are
required to be or have been treated as a return of capital for purposes of
calculating the limited partners' return on their adjusted capital
contributions. We intend to continue to make distributions of cash to the
limited partners on a quarterly basis.
Total liabilities, including distributions payable, were $624,558 at
June 30, 2004, as compared to $624,766 at December 31, 2003. Liabilities at June
30, 2004, to the extent they exceed cash and cash equivalents at June 30, 2004,
will be paid from anticipated future cash from operations or from future general
partner contributions.
6
Long-Term Liquidity
We have no long-term debt or other long-term liquidity requirements.
Results of Operations
Rental revenues from continuing operations remained constant at
$515,302 during each of the six months ended June 30, 2004 and 2003, $257,650 of
which was earned during each of the second quarters of 2004 and 2003. The only
change in the leased Property portfolio related to a Property accounted for as
discontinued operations.
We earned $102,191 in contingent rental income during the six months
ended June 30, 2004, as compared to $45,717 during the same period of 2003,
$84,509 and $22,354 of which were earned during the second quarters of 2004 and
2003, respectively. The increase in contingent rental income during the quarter
and six months ended June 30, 2004 was primarily due to an increase in reported
gross sales of a restaurant in Stockbridge, Georgia, whose lease requires the
payment of contingent rental income.
We earned $104,856 attributable to net income earned by unconsolidated
joint ventures during the six months ended June 30, 2004, as compared to
$106,216 during the same period of 2003, $52,478 and $52,815 of which were
earned during the second quarters of 2004 and 2003, respectively. These amounts
remained relatively constant, because the leased Property portfolio owned by the
joint ventures and the tenancies in common did not change.
Operating expenses, including depreciation and amortization expense,
were $233,609 during the six months ended June 30, 2004, as compared to $203,726
during the same period of 2003, $114,337 and $94,693 of which were incurred
during the second quarters of 2004 and 2003, respectively. Operating expenses
were higher during the quarter and six months ended June 30, 2004, as compared
to the same periods of 2003, because we incurred additional general operating
and administrative expenses, including legal fees, and additional state taxes
relating to states in which we conduct business.
We recognized a loss from discontinued operations (property related
expenses in excess of rental revenue) of $4,123 during the six months ended June
30, 2003, relating to the Property in Fayetteville, North Carolina. We sold this
Property in February 2003 and recorded a gain on disposal of discontinued
operations of approximately $2,200. We had recorded provisions for write-down of
assets in previous years relating to this Property.
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. We adopted FIN 46R during the quarter ended March
31, 2004. We were 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.
The general partners believe their primary objective is to maintain
current operations with restaurant operators as successfully as possible, while
evaluating strategic alternatives, including alternatives that may provide
liquidity to the limited partners. Real estate markets are strong throughout
much of the nation, and the performance of restaurants has generally improved
after several challenging years. As a result, the general partners believe that
this is an attractive period for a strategic event to monetize the interests of
the limited partners.
In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement and Plan of Merger pursuant to which we will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent transactions pursuant to which 17 other affiliated limited
partnerships also will be merged with a subsidiary of U.S. Restaurant
Properties, Inc. and in which CNL Restaurant Properties, Inc., an affiliate,
also will be merged with U.S. Restaurant Properties, Inc. Our merger (and each
of the 17 other affiliated mergers) is subject to certain conditions including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by the value of the merger consideration) of all limited partnerships,
consummation of the merger between U. S. Restaurant Properties, Inc. and CNL
7
Restaurant Properties, Inc., approval of the shareholders of U.S. Restaurant
Properties, Inc., and availability of financing. U.S. Restaurant Properties,
Inc. is a real estate investment trust (REIT) that focuses primarily on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.
Under the terms of the transaction, our limited partners will receive
total consideration of approximately $12.96 million, consisting of approximately
$10.84 million in cash and approximately $2.12 million in U.S. Restaurant
Properties, Inc. Series A Convertible Preferred Stock that is listed on the New
York Stock Exchange. The general partners will receive total consideration of
approximately $289,000 consisting of approximately $242,000 in cash and
approximately $47,000 in preferred stock.
We received an opinion from Wachovia Capital Markets, LLC that as of
August 9, 2004 the merger consideration to be received by the holders of our
general and limited partnership interests is fair, from a financial point of
view, to such holders.
As reflected above, the contemplated transactions are complex, and
contingent upon certain conditions. The restaurant marketplace, the real estate
industry, and the equities markets, all individually or taken as a whole, could
impact the economics of this transaction. As a result, there is no assurance
that we will be successful in completing the contemplated transaction.
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 our
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 our 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.
8
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 between CNL Income Fund III, Ltd.
and CNL Investment Company. (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.)
9
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,
2004.
10
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 9th day of August 2004.
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 between CNL Income Fund III,
Ltd. and CNL Investment Company. (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