Back to GetFilings.com
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 September 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
---------------------------------------
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
September 30, December 31,
2004 2003
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 6,997,229 $ 7,153,757
Investment in joint ventures 2,060,299 2,073,601
Cash and cash equivalents 524,154 771,278
Receivables 63,083 11,793
Accrued rental income 135,258 118,373
Other assets 29,634 33,865
------------------- -------------------
$ 9,809,657 $ 10,162,667
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 50,676 $ 4,758
Real estate taxes payable 8,168 10,070
Distributions payable 351,563 351,563
Due to related parties 195,262 190,544
Rents paid in advance and deposits 57,022 67,831
------------------- -------------------
Total liabilities 662,691 624,766
Minority interest 119,810 121,860
Partners' capital 9,027,156 9,416,041
------------------- -------------------
$ 9,809,657 $ 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 Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
------------- ----------- --------------- --------------
Revenues:
Rental income from operating leases $ 257,657 $ 257,657 $ 772,959 $ 772,959
Contingent rental income 4,833 5,109 107,024 50,826
Interest and other income 618 1,610 1,859 3,484
------------- ----------- --------------- --------------
263,108 264,376 881,842 827,269
------------- ----------- --------------- --------------
Expenses:
General operating and administrative 70,960 37,460 184,424 131,820
Property related 1,768 2,522 4,214 5,203
State and other taxes -- 1,899 9,678 4,232
Depreciation and amortization 54,011 52,176 162,032 156,528
------------- ----------- --------------- --------------
126,739 94,057 360,348 297,783
------------- ----------- --------------- --------------
Income before minority interest and equity in earnings
of unconsolidated joint ventures 136,369 170,319 521,494 529,486
Minority interest (4,334) (4,325) (12,860) (12,880)
Equity in earnings of unconsolidated joint ventures 52,314 52,645 157,170 158,861
------------- ----------- --------------- --------------
Income from continuing operations 184,349 218,639 665,804 675,467
------------- ----------- --------------- --------------
Discontinued operations:
Loss from discontinued operations -- -- -- (4,123)
Gain on disposal of discontinued operations -- -- -- 2,225
------------- ----------- --------------- --------------
-- -- -- (1,898)
------------- ----------- --------------- --------------
Net income $ 184,349 $ 218,639 $ 665,804 $ 673,569
============= =========== =============== ==============
Income (loss) per limited partner unit:
Continuing operations $ 3.69 $ 4.37 $ 13.32 $ 13.51
Discontinued operations -- -- -- (0.04)
------------- ----------- --------------- --------------
$ 3.69 $ 4.37 $ 13.32 $ 13.47
============= =========== =============== ==============
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
Nine Months Ended Year Ended
September 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 665,804 1,017,572
Distributions ($21.09 and $35.13 per
limited partner unit, respectively) (1,054,689) (1,756,252)
--------------------- ------------------
8,655,785 9,044,670
--------------------- ------------------
Total partners' capital $ 9,027,156 $ 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
Nine Months Ended
September 30,
2004 2003
---------------- --------------
Net cash provided by operating activities $ 822,475 $ 778,540
---------------- --------------
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 (1,054,689) (2,410,626)
Distributions to holders of minority interest (14,910) (14,978)
---------------- --------------
Net cash used in financing activities (1,069,599) (2,425,604)
---------------- --------------
Net decrease in cash and cash equivalents (247,124) (1,263,728)
Cash and cash equivalents at beginning of period 771,278 1,994,246
---------------- --------------
Cash and cash equivalents at end of period $ 524,154 $ 730,518
================ ==============
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 Nine Months Ended September 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 nine months ended September 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. Merger Transaction
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 merger agreement, if the transaction is
approved, 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 September 30, 2004 and 2003, we owned 14 Properties directly
and six Properties indirectly through joint venture or tenancy in common
arrangements.
Merger Transaction
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
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 merger agreement, if the transaction is
approved, 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.
Capital Resources
Net cash provided by operating activities was $822,475 and $778,540 for
the nine months ended September 30, 2004 and 2003, respectively. At September
30, 2004, we had $524,154 in cash and cash equivalents, as compared to $771,278
at December 31, 2003. At September 30, 2004, these funds were held in demand
deposit accounts at a commercial bank. The funds remaining at September 30,
2004, will be used toward the payment of distributions and other liabilities.
6
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 $1,054,689 and $1,404,689 for the nine
months ended September 30, 2004 and 2003, respectively ($351,563 for each of the
quarters ended September 30, 2004 and 2003). This represents distributions of
$21.09 and $28.09 per unit for the nine months ended September 30, 2004 and
2003, respectively ($7.03 for each of the quarters ended September 30, 2004 and
2003). Distributions for the nine months ended September 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 nine months ended September 30,
2004 and 2003. No amounts distributed to the limited partners for the nine
months ended September 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 $662,691 at
September 30, 2004, as compared to $624,766 at December 31, 2003. The increase
in liabilities at September 30, 2004, as compared to December 31, 2003, was due
to an increase in accounts payable and accrued expenses. Liabilities at
September 30, 2004, to the extent they exceed cash and cash equivalents at
September 30, 2004, will be paid from anticipated future cash from operations or
from future general partner contributions.
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
$772,959 during each of the nine months ended September 30, 2004 and 2003,
$257,657 of which was earned during each of the third quarters of 2004 and 2003.
The only change in the leased Property portfolio related to a Property accounted
for as discontinued operations.
In September 2004, Sydran Services, LLC, the parent company of Sydran
Food Services II, LLC, the tenant of the Property in Kansas City, Missouri,
filed for Chapter 11 bankruptcy protection. As of November 5, 2004, we have
received all of the rental payments relating to this lease. While the tenant has
neither rejected nor affirmed the one lease it has with us, 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 our results of operations if we are not able to re-lease the Property
in a timely manner.
7
We earned $107,024 in contingent rental income during the nine months
ended September 30, 2004, as compared to $50,826 during the same period of 2003,
$4,833 and $5,109 of which were earned during the third quarters of 2004 and
2003, respectively. The increase in contingent rental income during the nine
months ended September 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 $157,170 attributable to net income earned by unconsolidated
joint ventures during the nine months ended September 30, 2004, as compared to
$158,861 during the same period of 2003, $52,314 and $52,645 of which were
earned during the third 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 $360,348 during the nine months ended September 30, 2004, as compared to
$297,783 during the same period of 2003, $126,739 and $94,057 of which were
incurred during the third quarters of 2004 and 2003, respectively. Operating
expenses were higher during the quarter and nine months ended September 30,
2004, as compared to the same periods of 2003, because we incurred additional
general operating and administrative expenses, including, primarily, legal fees,
incurred in connection with the merger transaction described above. In addition,
we incurred higher state taxes during the nine months ended September 30, 2004,
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 nine months ended
September 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.
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. Unregistered Sales of Equity Securities and Use of Proceeds.
------------------------------------------------------------
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
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition III, LLC, and CNL
Income Fund III, Ltd., dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
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.)
9
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.)
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 10th day of November 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
Exhibits
2.1 Agreement and Plan of Merger among U.S. Restaurant Properties,
Inc., Ivanhoe Acquisition III, LLC, and CNL Income Fund III,
Ltd., dated as of August 9, 2004. (Included as Exhibit 99.2 to
Form 8-K filed with the Securities and Exchange Commission on
August 9, 2004, and incorporated herein by reference.)
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