FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT of 1934
For the quarterly period ended March 31, 2004
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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 _____
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X
CONTENTS
Page
Part I.
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 9
Item 4. Controls and Procedures 9
Part II.
Other Information 10-11
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2004 2003
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 9,868,498 $ 9,939,609
Net investment in direct financing leases 568,754 580,803
Real estate held for sale 308,979 310,543
Investment in joint ventures 1,261,982 1,270,319
Cash and cash equivalents 1,460,405 1,367,889
Receivables, less allowance for doubtful accounts 20,883 19,510
of $3,214 in 2003
Accrued rental income 318,316 351,714
Other assets 10,117 15,048
------------------ -------------------
$ 13,817,934 $ 13,855,435
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 26,582 $ 6,963
Real estate taxes payable 17,365 19,419
Distributions payable 510,475 510,475
Due to related parties 273,312 259,296
Rents paid in advance and deposits 62,328 62,018
------------------ -------------------
Total liabilities 890,062 858,171
Minority interests 618,045 622,457
Commitment (Note 4)
Partners' capital 12,309,827 12,374,807
------------------ -------------------
$ 13,817,934 $ 13,855,435
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
--------------- ---------------
Revenues:
Rental income from operating leases $ 354,143 $ 372,736
Earned income from direct financing leases 18,552 20,003
Contingent rental income 15,727 12,822
Lease termination income 225,000 --
Interest and other income 2,863 1,889
--------------- ---------------
616,285 407,450
--------------- ---------------
Expenses:
General operating and administrative 71,682 65,666
Property related 3,913 1,685
State and other taxes 22,830 22,952
Depreciation and amortization 71,112 71,652
Provision for write-down of assets 25,153 --
--------------- ---------------
194,690 161,955
--------------- ---------------
Income before minority interests and equity in earnings of
unconsolidated joint ventures 421,595 245,495
Minority interests (14,837) (19,338)
Equity in earnings of unconsolidated joint ventures 28,838 27,743
--------------- ---------------
Income from continuing operations 435,596 253,900
--------------- ---------------
Discontinued operations:
Income from discontinued operations 9,899 1,750
Gain on disposal of discontinued operations -- 107,038
--------------- ---------------
9,899 108,788
--------------- ---------------
Net income $ 445,495 $ 362,688
=============== ===============
Income per limited partner unit:
Continuing operations $ 7.26 $ 4.23
Discontinued operations 0.16 1.81
--------------- ---------------
$ 7.42 $ 6.04
=============== ===============
Weighted average number of limited partner
units outstanding 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
Quarter Ended Year Ended
March 31, December 31,
2004 2003
------------------- ------------------
General partners:
Beginning balance $ 787,351 $ 787,351
Net income - -
------------------- ------------------
787,351 787,351
------------------- ------------------
Limited partners:
Beginning balance 11,587,456 12,971,175
Net income 445,495 1,308,181
Distributions ($8.51 and $44.87 per
limited partner unit, respectively) (510,475 ) (2,691,900 )
------------------- ------------------
11,522,476 11,587,456
------------------- ------------------
Total partners' capital $ 12,309,827 $ 12,374,807
=================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2004 2003
-------------- ---------------
Net cash provided by operating activities $ 622,240 $ 454,942
-------------- ---------------
Cash flows from investing activities:
Proceeds from sale of assets -- 1,698,733
-------------- ---------------
Net cash provided by investing activities -- 1,698,733
-------------- ---------------
Cash flows from financing activities:
Distributions to limited partners (510,475) (523,947)
Distributions to holders of minority interests (19,249) (25,107)
-------------- ---------------
Net cash used in financing activities (529,724) (549,054)
-------------- ---------------
Net increase in cash and cash equivalents 92,516 1,604,621
Cash and cash equivalents at beginning of quarter 1,367,889 421,416
-------------- ---------------
Cash and cash equivalents at end of quarter $ 1,460,405 $ 2,026,037
============== ===============
Supplemental schedule of non-cash investing and financing activities:
Deferred real estate disposition fee incurred and unpaid at
end of period $ - $ 52,459
============== ===============
Distributions declared and unpaid at end of quarter $ 510,475 $ 1,160,475
============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter ended March 31, 2004, may not be indicative of
the results that may be expected for the year ending December 31, 2004.
Amounts as of December 31, 2003, included in the financial statements,
have been derived from audited financial statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund IV, Ltd. (the "Partnership") for the year ended December
31, 2003.
The Partnership accounts for its 96.10%, interest in Auburn Joint
Venture, its 57% interest in Cocoa Joint Venture, its 51% interest in
Holland Joint Venture and its 68.87% interest in Kingsville Real Estate
Joint Venture using the consolidation method. Minority interests
represent the minority joint venture partners' proportionate share of
the equity in the joint ventures. 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. The primary beneficiary of
a variable interest entity is the party that absorbs a majority of the
entity's expected losses, receives a majority of its expected residual
returns, or both, as a result of holding variable interests, which are
the ownership, contractual, or other pecuniary interests in an entity
that change with changes in the fair value of the entity's net assets
excluding variable interests. Prior to FIN 46R, a company generally
included another entity in its financial statements only if it
controlled the entity through voting interests. Application of FIN 46R
is required in financial statements of public entities that have
interests in variable interest entities for periods ending after March
15, 2004. The Partnership has adopted FIN 46R as of March 31, 2004,
which resulted in the consolidation of certain previously
unconsolidated joint ventures. FIN 46R does not require, but does
permit restatement of previously issued financial statements. The
Partnership has restated prior year's financial statements to maintain
comparability between the periods presented. These restatements had no
effect on partners' capital or net income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 presentation. These reclassifications
had no effect on total partners' capital or net income.
CNL INCOME FUND IV, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
3. Discontinued Operations
During February 2004, the Partnership identified for sale its property
in Oak Ridge, Tennessee. As a result, the property was reclassified
from real estate properties with operating leases to real estate held
for sale. The reclassified assets were recorded at the lower of their
carrying amounts or fair value, less cost to sell.
The following presents the operating results of the discontinued
operations for this property, along with the properties in Portland,
Indiana, Richmond, Virginia and Maywood, Illinois that were sold in
February, March, and July 2003, respectively.
Quarter Ended
March 31,
2004 2003
--------- ------------
Rental revenues $ 11,463 $ 54,981
Other income -- 135
Expenses (1,564) (17,366)
Provision for the write down of assets -- (36,000)
------------ ----------
Income from discontinued operations $ 9,899 $ 1,750
============= ===========
4. Commitment
In February 2004, the Partnership entered into an agreement with a
third party to sell the property in Oak Ridge, Tennessee.
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 March
31, 2004 and 2003, the Partnership owned 21 and 22 Properties directly,
respectively. As of March 31, 2004 and 2003, the Partnership also owned seven
Properties indirectly through joint venture or tenancy in common arrangements.
Capital Resources
Net cash provided by operating activities was $622,240 and $454,942,
during the quarters ended March 31, 2004, and 2003, respectively. The increase
in net cash provided by operating activities during the quarter ended March 31,
2004 was a result of changes in income and expenses, such as changes in rental
revenues and changes in operating and property related expenses.
At March 31, 2004, the Partnership had $1,460,405 in cash and cash
equivalents, as compared to $1,367,889 at December 31, 2003. At March 31, 2004,
these funds were held in demand deposit accounts at a commercial bank. The funds
remaining at March 31, 2004 after the payment of distributions and other
liabilities, will be used to meet the Partnership's working capital needs.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who 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 Partnership's operations.
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 operating activities and for the
quarter ended March 31, 2003, the net proceeds from the sale of the Property in
Richmond, Virginia, the Partnership declared distributions to the limited
partners of $510,475 and $1,160,475 for the quarters ended March 31, 2004 and
2003, respectively. This represents distributions of $8.51 and $19.34 per unit
for the quarters ended March 31, 2004 and 2003, respectively. Distributions for
the quarter ended March 31, 2003, included a special distribution of $650,000,
as a result of the distribution of net sales proceeds from the 2003 sale of the
Property in Richmond, Virginia. 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 towards the limited partners'
unpaid preferred return. As a result of the sales of Properties in previous
years, the Partnership's total revenues have declined and are expected to remain
reduced in subsequent periods, while the majority of the Partnership's operating
expenses have remained and are expected to remain fixed. Due to the sales of
Properties, and due to current and anticipated cash from operations,
distributions of net cash flow were adjusted in the quarter ended March 31,
2003. No distributions were made to the general partners for the quarters ended
March 31, 2004 and 2003. No amounts distributed to the limited partners for the
quarters ended March 31, 2004 and 2003 are required to be or have been treated
by the Partnership as a return of capital for purposes of calculating the
limited partners' return on their adjusted capital contributions. The
Partnership intends to continue to make distributions of cash available for
distribution to the limited partners on a quarterly basis.
Total liabilities, including distributions payable, were $890,062 at
March 31, 2004, as compared to $858,171 at December 31, 2003. The general
partners believe that the Partnership has sufficient cash on hand to meet its
current working capital needs.
Contractual Obligations, Contingent Liabilities, and Commitments
In March 2004, the Partnership entered into an agreement to sell the
Property in Oak Ridge, Tennessee. As of May 3, the Partnership had not sold this
Property.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Rental revenues from continuing operations were $372,695 for the
quarter ended March 31, 2004 as compared to $392,739 in the same period in 2003.
Rental revenues from continuing operations during the quarter ended March 31,
2004, decreased due to the lease related to a Property in Tampa, Florida being
terminated in March 2004. The lost revenues resulting from the lease termination
will have an adverse effect on the results of operations of the Partnership if
the Partnership is not able to re-lease the Property in a timely manner. In
addition, the decrease was also partially due to the fact that in January 2004,
the lease relating to the Property owned by the Kingsville Real Estate Joint
Venture, in which the Partnership owns a 68.87% interest and accounts for under
the consolidation method, expired. The lost revenues resulting from the lease
expiration will continue to have an adverse effect on the results of operations
of the Partnership until the joint venture is able to re-lease the Property.
During the quarters ended March 31, 2004 and 2003, the Partnership
earned $15,727 and $12,822, respectively, in contingent rental income from the
Partnership's Properties. The increase in contingent rental income during 2004
was due to an increase in reported gross sales of the restaurants with leases
that require the payment of contingent rental income.
As, described above, the lease relating to a Property in Tampa, Florida
was terminated in March 2004. In connection with the terminated lease, the
Partnership received approximately $225,000 in lease termination income as
consideration for the Partnership releasing the tenant from its obligation under
the lease. The Partnership is currently seeking a new tenant for this Property.
During the quarters ended March 31, 2004 and 2003, the Partnership also
earned $28,838 and $27,743, respectively, attributable to net income earned by
unconsolidated joint ventures. These amounts remained constant, because there
were no changes in the leased Property portfolio owned by the joint ventures and
the tenancies in common.
Operating expenses, including depreciation and amortization and
provision for write-down of assets, were $194,690 and $161,955 for the quarters
ended March 31, 2004 and 2003, respectively. The increase in operating expenses
during 2004, as compared to the same period in 2003, was due to the provision
for write-down of assets incurred as a result of the termination of the lease of
a Property in Tampa, Florida. The provision represented the difference between
the carrying value of the Property and its estimated fair value. The increase
was also due to the Partnership incurring additional general operating and
administrative expenses, including legal fees.
In February 2004, the Partnership identified for sale the Property in
Oak Ridge, Tennessee. As of May 3, 2004, the Partnership had not sold this
Property. The Partnership recognized net rental income (rental revenues less
property related expenses) of $9,899 during the quarter ended March 31, 2004,
relating to this Property. During 2003, the Partnership sold three Properties,
which were classified as discontinued operations in the accompanying financial
statements. During the quarter ended March 31, 2003, the Partnership sold the
Properties in Portland, Indiana and Richmond, Virginia resulting in an aggregate
net gain on disposal of discontinued operations of approximately $107,000. The
Partnership sold the Property in Maywood, Illinois during July 2003. The
Partnership recognized net rental income (rental revenues less property related
expenses and provision for write-down of assets) of $1,750 during the quarter
ended March 31, 2003, relating to these four Properties.
The general partners continuously evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the limited
partners.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. The primary beneficiary of a variable interest entity is the
party that absorbs a majority of the entity's expected losses, receives a
majority of its expected residual returns, or both, as a result of holding
variable interests, which are the ownership, contractual, or other pecuniary
interests in an entity that change with changes in the fair value of the
entity's net assets excluding variable interests. Prior to FIN 46R, a company
generally included another entity in its financial statements only if it
controlled the entity through voting interests. Application of FIN 46R is
required in financial statements of public entities that have interests in
variable interest entities for periods ending after March 15, 2004. The
Partnership has adopted FIN 46R as of March 31, 2004, which resulted in the
consolidation of certain previously unconsolidated joint ventures. FIN 46R does
not require, but does permit restatement of previously issued financial
statements. The Partnership has restated prior year's financial statements to
maintain comparability between the periods presented. These restatements had no
effect on partners' capital or net income.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
-----------------
Item 2. Changes in Securities. Inapplicable.
---------------------
Item 3. Defaults upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
---------------------------------------------------
Item 5. Other Information. Inapplicable.
-----------------
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund
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.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
March 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 12 day of May, 2004.
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)
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.)
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