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, 2002
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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
0-17549
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CNL Income Fund IV, Ltd.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2854435
- ----------------------------------- ----------------------------
(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 _____
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 6-9
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 IV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2002 2001
------------------ -------------------
ASSETS
Land and buildings on operating leases, net $ 10,876,234 $ 11,106,349
Net investment in direct financing leases 305,470 323,935
Investment in joint ventures 2,987,873 3,108,042
Cash and cash equivalents 457,889 645,220
Receivables, less allowance for doubtful accounts
of $11,830 in 2002 34,340 51,516
Due from related parties -- 4,574
Accrued rental income 284,047 269,464
Other assets 24,838 33,675
------------------ -------------------
$ 14,970,691 $ 15,542,775
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 9,459 $ 10,252
Real estate taxes payable 55,654 48,654
Distributions payable 523,947 523,947
Due to related parties 207,108 189,985
Rents paid in advance and deposits 29,648 33,068
------------------ -------------------
Total liabilities 825,816 805,906
Partners' capital 14,144,875 14,736,869
------------------ -------------------
$ 14,970,691 $ 15,542,775
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Nine Months Ended
September 30, September 30,
2002 2001 2002 2001
-------------- ------------- -------------- --------------
Revenues:
Rental income from operating leases $ 374,297 $ 372,195 $ 1,119,817 $ 1,132,986
Earned income from direct financing leases 8,127 8,661 24,793 26,354
Contingent rental income 33,736 4,555 60,173 34,946
Lease termination income -- 67,073 -- 67,073
Interest and other income 1,993 10,039 5,574 75,821
-------------- ------------- -------------- --------------
418,153 462,523 1,210,357 1,337,180
-------------- ------------- -------------- --------------
Expenses:
General operating and administrative 52,676 30,863 183,852 193,863
Property expenses 11,045 29,289 27,738 51,315
Provision for doubtful accounts -- 165 -- 10,033
State and other taxes -- 1,168 14,099 28,329
Depreciation and amortization 77,324 77,720 231,973 245,072
Provision for write-down of assets -- -- -- 178,817
-------------- ------------- -------------- --------------
141,045 139,205 457,662 707,429
-------------- ------------- -------------- --------------
Income Before Loss on Sale of Assets and Equity in
Earnings of Joint Ventures 277,108 323,318 752,695 629,751
Loss on Sale of Assets -- (27,080 ) -- (120,872 )
Equity in Earnings of Joint Ventures 75,218 80,513 227,152 212,610
-------------- ------------- -------------- --------------
Net Income $ 352,326 $ 376,751 $ 979,847 $ 721,489
============== ============= ============== ==============
Net Income per Limited Partner Unit $ 5.87 $ 6.28 $ 16.33 $ 12.02
============== ============= ============== ==============
Weighted Average Number of Limited Partner
Units Outstanding 60,000 60,000 60,000 60,000
============== ============= ============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Nine Months Ended Year Ended
September 30, December 31,
2002 2001
--------------------- ------------------
General partners:
Beginning balance $ 787,351 $ 787,351
Net income -- --
--------------------- ------------------
787,351 787,351
--------------------- ------------------
Limited partners:
Beginning balance 13,949,518 16,008,318
Net income 979,847 1,089,094
Distributions ($26.19 and $52.46 per
limited partner unit, respectively) (1,571,841 ) (3,147,894 )
--------------------- ------------------
13,357,524 13,949,518
--------------------- ------------------
Total partners' capital $ 14,144,875 $ 14,736,869
===================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2002 2001
-------------- ----------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,342,526 $ 1,329,952
-------------- ----------------
Cash Flows from Investing Activities:
Proceeds from sale of assets -- 679,894
Liquidating distribution from joint venture 41,984 --
Payment of lease costs -- (21,250 )
-------------- ----------------
Net cash provided by investing activities 41,984 658,644
-------------- ----------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,571,841 ) (2,025,000 )
-------------- ----------------
Net cash used in financing activities (1,571,841 ) (2,025,000 )
-------------- ----------------
Net Decrease in Cash and Cash Equivalents (187,331 ) (36,404 )
Cash and Cash Equivalents at Beginning of Period 645,220 1,366,871
-------------- ----------------
Cash and Cash Equivalents at End of Period $ 457,889 $ 1,330,467
============== ================
Supplemental Schedule of Non-Cash Financing
Activities:
Deferred real estate disposition fees incurred and unpaid at
end of period $ -- $ 21,023
============== ================
Distributions declared and unpaid at end
of period $ 523,947 $ 1,123,943
============== ================
See accompanying notes to condensed financial statements.
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2002 and 2001
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 management, necessary to a fair statement
of the results for the interim periods presented. Operating results for
the quarter and nine months ended September 30, 2002, may not be
indicative of the results that may be expected for the year ending
December 31, 2002. Amounts as of December 31, 2001, 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 IV, Ltd. (the "Partnership") for the year ended December
31, 2001.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment
or Disposal of Long-Lived Assets." This statement requires that a
long-lived asset be tested for recoverability whenever events or
changes in circumstances indicate that its carrying amount may not be
recoverable. The carrying amount of a long-lived asset is not
recoverable if it exceeds the sum of the undiscounted cash flows
expected to result from the use and eventual disposition of the asset.
The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when
the carrying amount of a long-lived asset exceeds its fair value. If an
impairment is recognized, the adjusted carrying amount of a long-lived
asset is its new cost basis. The statement also requires that the
results of operations of a component of an entity that either has been
disposed of or is classified as held for sale be reported as a
discontinued operation if the disposal activity was initiated
subsequent to the adoption of the Standard.
2. Reclassification:
----------------
Certain items in the prior year's financial statements have been
reclassified to conform to 2002 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Investment in Joint Ventures:
----------------------------
In January 2002, Titusville Joint Venture, in which the Partnership
owned a 26.6% interest, sold its property to an unrelated third party
for $180,000 and received net sales proceeds of approximately $165,600
resulting in a gain of approximately $4,900 to the joint venture. The
property was identified for sale as of December 31, 2001. The
Partnership and the joint venture partner dissolved the joint venture
and the Partnership received approximately $42,000 representing its pro
rata share of the joint venture's liquidating distribution. No gain or
loss was recorded relating to the dissolution of the joint venture.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund IV, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on November 18, 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, which are leased primarily to operators of national and regional
fast-food and family-style restaurant chains (collectively, the "Properties").
The leases generally are triple-net leases, with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities. As of
September 30, 2001, the Partnership owned 24 Properties directly and eight
Properties indirectly, through joint venture or tenancy in common arrangements.
As of September 30, 2002, the Partnership owned 24 Properties directly and seven
Properties indirectly, through joint venture or tenancy in common arrangements.
Capital Resources
Cash from operating activities (which includes cash received from
tenants, distributions from joint ventures, and interest and other income
received, less cash paid for expenses) was $1,342,526 and $1,329,952, during the
nine months ended September 30, 2002 and 2001, respectively. The increase in
cash from operating activities for the nine months ended September 30, 2002 was
primarily a result of changes in the Partnership's working capital.
Other sources and uses of capital included the following during the
nine months ended September 30, 2002.
In January 2002, Titusville Joint Venture, in which the Partnership
owned a 26.6% interest, sold its Property to an unrelated third party for
$180,000 and received net sales proceeds of approximately $165,600 resulting in
a gain of approximately $4,900 to the joint venture. This Property was
identified for sale as of December 31, 2001. The Partnership and the joint
venture partner dissolved the joint venture in accordance with the joint venture
agreement and the Partnership received approximately $42,000 representing its
pro rata share of the joint venture's liquidating distribution. No gain or loss
was recorded relating to the dissolution of the joint venture. The Partnership
used the majority of the liquidation proceeds to pay liabilities of the
Partnership.
Currently, rental income from the Partnership's Properties is invested
in money market accounts or other short-term, highly liquid investments such as
demand deposit accounts at commercial banks, money market accounts and
certificates of deposit with less than a 90-day maturity date, pending the
Partnership's use of such funds to pay Partnership expenses or to make
distributions to the partners. At September 30, 2002, the Partnership had
$457,889 invested in such short-term investments, as compared to $645,220 at
December 31, 2001. The funds remaining at September 30, 2002, will be used to
pay distributions and other liabilities of the Partnership.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that the leases will 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.
Total liabilities of the Partnership, including distributions payable,
increased to $825,816 at September 30, 2002, from $805,906 at December 31, 2001,
primarily as a result of an increase in amounts due to related parties at
September 30, 2002. Total liabilities at September 30, 2002, to the extent they
exceed cash and cash equivalents at September 30, 2002, will be paid from future
cash from operations, and, in the event the general partners elect to make
additional contributions or loans, from the future general partners' capital
contributions or loans.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent the
general partners determine that such funds are available for distribution. Based
on current and anticipated future cash from operations, the liquidating
distribution received from Titusville Joint Venture in 2002, and net sales
proceeds from sales of Properties in 2001, the Partnership declared
distributions to limited partners of $1,571,841 and $2,623,943 for the nine
months ended September 30, 2002 and 2001, ($523,947 and $1,123,943 for the
quarters ended September 30, 2002 and 2001), respectively. This represents
distributions of $26.19 and $43.73 per unit for the nine months ended September
30, 2002 and 2001, respectively, ($8.73 and $18.73 for the quarters ended
September 30, 2002 and 2001, respectively). Distributions for the quarter and
nine months ended September 30, 2001, included special distributions of $600,000
and $1,050,000, respectively, as a result of the distribution of net sales
proceeds from the 2000 and 2001 sales of three Properties. The special
distribution for the nine months ended September 30, 2001 of $1,050,000 was
effectively a return of a portion of the limited partners' investment, although,
in accordance with the Partnership agreement, it was applied towards the limited
partners' unpaid preferred return. As a result of the return of capital, the
amount of the limited partners' invested capital contributions (which generally
is the limited partners' capital contributions, less distributions from the sale
of Properties that are considered to be a return of capital) was decreased;
therefore, the amount of the limited partners' invested capital contributions on
which the 10% Preferred Return is calculated was lowered. As a result of the
sales of several Properties in 2000 and 2001, 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 fixed. Therefore,
distributions of net cash flow were adjusted commencing the quarter ended
September 30, 2001. No distributions were made to the general partners for the
quarter and nine months ended September 30, 2002 and 2001. No amounts
distributed to the limited partners for the nine months ended September 30, 2002
and 2001 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.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $1,144,610 for the nine months ended
September 30, 2002, as compared to $1,159,340 for the nine months ended
September 30, 2001, of which $382,424 and $380,856 were earned during the third
quarter of 2002 and 2001, respectively. The decrease in rental revenues during
the nine months ended September 30, 2002, as compared to the same period in
2001, was partially attributable to the sale of the Properties in Palm Bay,
Florida and Corpus Christi, Texas during 2001. During 2001, the Partnership
distributed a portion of the net sales proceeds from the sale of these
Properties to the limited partners, as a result, rental revenues are expected to
remain at reduced amounts.
Rental revenues also decreased during the quarter and nine months ended
September 30, 2002 due to the fact that the Partnership entered into a new lease
relating to the Property in Streator, Illinois. The former lease for this
Property, which was scheduled to expire in December 2002, was terminated by the
Partnership and the tenant during 2001. In connection therewith, the Partnership
received approximately $67,100 in lease termination income in consideration for
the Partnership releasing the tenant from its obligations under the lease. The
Partnership re-leased this Property to a new tenant with terms substantially the
same as the Partnership's other leases. Rents due under the new lease are lower
than rents due under the previous lease; therefore, the Partnership expects that
rental revenues in future periods will remain at reduced amounts. However, the
general partners do not anticipate that the decrease in rental revenues relating
to the new lease will have a material adverse affect on the Partnership's
financial position or results of operations.
The decrease in rental revenues, during the nine months ended September
30, 2002, was partially offset by an increase in rental revenues as a result of
the Partnership re-leasing the Property in Richmond, Virginia in 2001. This
Property was vacant during the first quarter of 2001.
During the nine months ended September 30, 2002 and 2001, the
Partnership earned $60,173 and $34,946, respectively, in contingent rental
income from the Partnership's Properties, of which $33,736 and $4,555 were
earned during the quarters ended September 30, 2002 and 2001, respectively. The
increase in contingent rental income during the quarter and nine months ended
September 30, 2002, as compared to same periods in 2001, was primarily
attributable to an increase in gross sales of certain restaurant Properties, the
leases of which require the payment of contingent rental income.
During the nine months ended September 30, 2002 and 2001, the
Partnership recognized income of $227,152 and $212,610, respectively,
attributable to net operating results from joint ventures, of which income of
$75,218 and $80,513 were reported during the quarters ended September 30, 2002
and 2001, respectively. Net operating results reported by joint ventures were
lower during the nine months ended September 30, 2001, as compared to the same
period in 2002, due to the fact that the tenant of the Property owned by
Titusville Joint Venture (in which the Partnership owns a 26.6% interest in the
profits and losses of the joint venture) vacated the Property in 1997, and the
Partnership incurred expenses, which are of a fixed nature, such as real estate
taxes, insurance and maintenance during 2001. In addition, during the nine
months ended September 30, 2001, the joint venture established a provision for
write-down of assets for its Property for approximately $50,900. The provision
represented the difference between the Property's carrying value at September
30, 2001, and its fair value. During January 2002, the joint venture sold this
Property, as described above, in "Capital Resources."
During the nine months ended September 30, 2002 and 2001, the
Partnership earned $5,574 and $75,821, respectively, in interest and other
income, of which $1,993 and $10,039 were earned during the quarters ended
September 30, 2002 and 2001, respectively. Interest and other income during the
quarter and nine months ended September 30, 2001, was higher primarily due to
interest earned on the net sales proceeds received from the sale of Properties,
pending distribution to the limited partners, as described above in "Short-Term
Liquidity." In addition, interest and other income were higher during the nine
months ended September 30, 2001, as compared to the same period in 2002,
primarily due to higher average cash balances during the nine months ended
September 30, 2001.
Operating expenses, including depreciation and amortization expense and
provision for write-down of assets were $457,662 and $707,429, for the nine
months ended September 30, 2002 and 2001, respectively, of which $141,045 and
$139,205 were incurred during the quarters ended September 30, 2002 and 2001,
respectively. Operating expenses were higher during the nine months ended
September 30, 2001, as compared to the same period in 2002, due to the fact that
the Partnership recorded a provision for write-down of assets of $178,817
relating to the Property in Palm Bay, Florida. The tenant defaulted under the
terms of its lease and vacated the Property. The increase in the provision
represented the difference between the carrying value of the Property at
September 30, 2001, and its estimated fair value. During the quarter and nine
months ended September 30, 2001, the Partnership sold this Property and
recognized a loss of approximately $27,100. In addition, state taxes were higher
during the nine months ended September 30, 2001, as compared to the same period
in 2002, due to the fact that the Partnership incurred additional taxes on gains
on sale of assets.
The decrease in operating expenses during the nine months ended
September 30, 2002, as compared to the same period in 2001, was also partially
attributable to a decrease in the costs incurred for administrative expenses for
servicing the Partnership and its Properties, and to a decrease in depreciation
expense due to the sale of two Properties in 2001. During the nine months ended
September 30, 2001, the Partnership recorded a provision for doubtful accounts
of approximately $9,900 for past due rental amounts relating to the Big Boy's
Property located in Topeka, Kansas, due to financial difficulties the tenant was
experiencing. The decrease in operating expenses during the nine months ended
September 30, 2002, as compared to the same period in 2001, was also partially
due to the fact that during the nine months ended September 30, 2001, the
Partnership incurred expenses such as legal fees, repairs and maintenance, and
real estate taxes relating to several Properties with tenants who experienced
financial difficulties.
As a result of the sales of the Properties in Corpus Christi, Texas and
Palm Bay, Florida during 2001, the Partnership recognized losses of
approximately $120,900 during the nine months ended September 30, 2001.
Effective January 1, 2002, the Partnership adopted Statement of
Financial Accounting Standards No. 144 "Accounting for the Impairment or
Disposal of Long-Lived Assets." This statement requires that a long-lived asset
be tested for recoverability whenever events or changes in circumstances
indicate that its carrying amount may not be recoverable. The carrying amount of
a long-lived asset is not recoverable if it exceeds the sum of the undiscounted
cash flows expected to result from the use and eventual disposition of the
asset. The assessment is based on the carrying amount of the asset at the date
it is tested for recoverability. An impairment loss is recognized when the
carrying amount of a long-lived asset exceeds its fair value. If an impairment
is recognized, the adjusted carrying amount of a long-lived asset is its new
cost basis. The statement also requires that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a discontinued operation if the disposal activity was
initiated subsequent to the adoption of the Standard.
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 within 90 days prior to the
filing of this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
Subsequent to the above evaluation, there were no significant changes
in internal controls or other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
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 IV, Ltd. (Included as Exhibit 3.1 in
Amendment No. 1 to Registration Statement No.
33-20249 on Form S-11 and incorporated herein by
reference.)
3.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund IV, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with
the Securities and Exchange Commission on March
31, 1994, and incorporated herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income
Fund IV, Ltd. (Included as Exhibit 3.1 in
Amendment No. 1 to Registration Statement No.
33-20249 on Form S-11 and incorporated herein by
reference.)
4.2 Amended and Restated Agreement and Certificate of
Limited Partnership of CNL Income Fund IV, Ltd.
(Included as Exhibit 3.2 to Form 10-K filed with
the Securities and Exchange Commission on March
31, 1994, and incorporated herein by reference.)
10.1 Property Management Agreement (Included as Exhibit
10.1 to Form 10-K filed with the Securities and
Exchange Commission on March 31, 1994, 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 9,
2001, and incorporated herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc.
(Included as Exhibit 10.5 to Form 10-Q filed with
the Securities and Exchange Commission on August
14, 2002, and incorporated herein by reference.)
99.1 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.)
99.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
quarter ended September 30, 2002.
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 7th day of November, 2002.
CNL INCOME FUND IV, 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)
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
I, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund IV, Ltd. (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 7, 2002
/s/ James M. Seneff, Jr.
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James M. Seneff, Jr.
Chief Executive Officer
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
I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate general partner of CNL Income Fund IV, Ltd. (the "registrant")
certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect
to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented
in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: November 7, 2002
/s/ Robert A. Bourne
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Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund IV,
Ltd. (Included as Exhibit 3.1 in Amendment No. 1 to
Registration Statement No. 33-20249 on Form S-11 and
incorporated herein by reference.)
3.2 Amended and Restated Agreement and Certificate of Limited
Partnership of CNL Income Fund IV, Ltd. (Included as
Exhibit 3.2 to Form 10-K filed with the Securities and
Exchange Commission on March 31, 1994, and incorporated
herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund IV,
Ltd. (Included as Exhibit 3.1 in Amendment No. 1 to
Registration Statement No. 33-20249 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement and Certificate of Limited
Partnership of CNL Income Fund IV, Ltd. (Included as
Exhibit 3.2 to Form 10-K filed with the Securities and
Exchange Commission on March 31, 1994, and incorporated
herein by reference.)
10.1 Property Management Agreement (Included as Exhibit 10.1
to Form 10-K filed with the Securities and Exchange
Commission on March 31, 1994, 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 9, 2001, and incorporated
herein by reference.)
10.5 Assignment of Management Agreement from CNL APF Partners,
LP to CNL Restaurants XVIII, Inc. (Included as Exhibit
10.5 to Form 10-Q filed with the Securities and Exchange
Commission on August 14, 2002, and incorporated herein by
reference.)
99.1 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.)
99.2 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 99.1
EXHIBIT 99.2