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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended March 31, 2003
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _____________________ to _____________________
Commission file number
0-19141
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CNL Income Fund V, Ltd.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2922869
- -------------------------------- -------------------------------
(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
Part I Page
----
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 V, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 6,345,081 $ 6,389,697
Net investment in direct financing leases 1,188,125 1,196,659
Investment in joint ventures 1,931,241 1,933,290
Cash and cash equivalents 388,493 456,266
Receivables, less allowance for doubtful accounts
of $8,040 in 2002 24,883 25,233
Accrued rental income 368,138 362,640
Other assets 10,457 5,262
------------------ -------------------
$ 10,256,418 $ 10,369,047
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 21,846 $ 10,324
Real estate taxes payable 3,590 6,935
Distributions payable 351,233 351,233
Due to related parties 209,376 207,291
Rents paid in advance and deposits 14,348 16,126
------------------ -------------------
Total liabilities 600,393 591,909
Partners' capital 9,656,025 9,777,138
------------------ -------------------
$ 10,256,418 $ 10,369,047
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2003 2002
-------------- ---------------
Revenues:
Rental income from operating leases $ 227,269 $ 224,529
Earned income from direct financing leases 32,593 33,423
Contingent rental income 23,513 10,036
Interest and other income 1,793 5,659
-------------- ---------------
285,168 273,647
-------------- ---------------
Expenses:
General operating and administrative 54,299 60,711
Property expenses 1,718 4,984
State and other taxes 3,748 4,992
Depreciation 44,616 44,619
-------------- ---------------
104,381 115,306
-------------- ---------------
Income Before Gain on Sale of Assets and Equity in
Earnings of Joint Ventures 180,787 158,341
Gain on Sale of Assets -- 571,757
Equity in Earnings of Joint Ventures 49,333 50,700
-------------- ---------------
Income from Continuing Operations 230,120 780,798
Discontinued Operations:
Loss from discontinued operations -- (5,114 )
-------------- ---------------
Net Income $ 230,120 $ 775,684
============== ===============
Net (Loss) Income Per Limited Partner Unit
Continuing Operations $ 4.60 $ 15.61
Discontinued Operations -- (0.10 )
-------------- ---------------
$ 4.60 $ 15.51
============== ===============
Weighted Average Number of Limited Partner
Units Outstanding 50,000 50,000
============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2003 2002
------------------ -----------------
General partners:
Beginning balance $ 514,026 $ 514,026
Net income -- --
------------------ -----------------
514,026 514,026
------------------ -----------------
Limited partners:
Beginning balance 9,263,112 11,218,233
Net income 230,120 1,622,451
Distributions ($7.02 and $71.55 per
limited partner unit, respectively) (351,233 ) (3,577,572 )
------------------ -----------------
9,141,999 9,263,112
------------------ -----------------
Total partners' capital $ 9,656,025 $ 9,777,138
================== =================
See accompanying notes to condensed financial statements.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2003 2002
---------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 283,460 $ 293,125
---------------- ---------------
Cash Flows from Investing Activities:
Proceeds from sale of real estate properties -- 1,902,808
---------------- ---------------
Net cash provided by investing activities -- 1,902,808
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (351,233 ) (430,258 )
---------------- ---------------
Net cash used in financing activities (351,233 ) (430,258 )
---------------- ---------------
Net Increase (Decrease) in Cash and Cash Equivalents (67,773 ) 1,765,675
Cash and Cash Equivalents at Beginning of Quarter 456,266 313,783
---------------- ---------------
Cash and Cash Equivalents at End of Quarter $ 388,493 $ 2,079,458
================ ===============
Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Deferred real estate disposition fees incurred
and unpaid at end of quarter $ -- $ 57,930
================ ===============
Distributions declared and unpaid at end of
quarter $ 351,233 $ 1,512,607
================ ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2003 and 2002
1. Basis of Presentation:
---------------------
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary to a fair
statement of the results for the interim periods presented. Operating
results for the quarter ended March 31, 2003, may not be indicative of
the results that may be expected for the year ending December 31, 2003.
Amounts as of December 31, 2002, included in the financial statements,
have been derived from audited financial statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund V, Ltd. (the "Partnership") for the year ended December 31,
2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and
strengthen existing accounting guidance that addresses when a company
should include the assets, liabilities and activities of another entity
in its financial statements. To improve financial reporting by
companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet
structures), FIN 46 requires that a variable interest entity be
consolidated by a company if that company is subject to a majority risk
of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. Prior to
FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests. Consolidation of variable interest entities will provide
more complete information about the resources, obligations, risks and
opportunities of the consolidated company. The consolidation
requirements of FIN 46 apply immediately to variable interest entities
created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The
general partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements with respect to the
Partnership's unconsolidated joint ventures or properties held with
affiliates of the general partners as tenants-in-common, which are
currently accounted for under the equity method. However, such
consolidation is not expected to significantly impact the Partnership's
results of operations.
2. Reclassification:
----------------
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2003 and 2002
3. Concentration of Credit Risk:
----------------------------
The following schedule presents total rental revenues from individual
lessees, or affiliated groups of lessees, each representing more than
10% of the Partnership's total rental revenues (including the
Partnership share of total rental revenues from unconsolidated joint
ventures and the properties held as tenants-in-common with affiliates
of the general partners) for each of the quarters ended March 31:
2003 2002
--------------- ---------------
Slaymaker Group, Inc. $ 44,676 $ 45,107
IHOP Properties, Inc. 34,864 34,864
Captain D's Realty, LLC 34,069 N/A
Golden Corral Corporation N/A 33,038
In addition, the following schedule presents total rental revenues from
individual restaurant chains, each representing more than 10% of the
Partnership's total rental revenues (including the Partnership's share
of total rental revenues from joint ventures and the properties held as
tenants-in-common with affiliates of the general partners) for each of
the quarters ended March 31:
2003 2002
--------------- ---------------
Golden Corral Family Steakhouse $ 55,251 $ 47,474
Tony Roma's 44,675 45,107
IHOP 34,864 34,864
Captain D's 34,069 N/A
The information denoted by N/A indicates that for each period
presented, the tenant or the chain did not represent more than 10% of
the Partnership's total rental revenues.
Although the Partnership's properties have some geographic diversity in
the United States and the Partnership's lessees operate a variety of
restaurant concepts, default by any one of these lessees or restaurant
chains, will significantly impact the results of operations of the
Partnership if the Partnership is not able to re-lease the properties
in a timely manner.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund V, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 17, 1988, to acquire for cash, either
directly or through joint venture and tenancy in common arrangements, both newly
constructed and existing restaurants, 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, 2002, the Partnership owned 13 Properties directly
and four Properties indirectly through joint venture or tenancy in common
arrangements. As of March 31, 2003, the Partnership owned 12 Properties directly
and four Properties indirectly through joint venture or tenancy in common
arrangements.
Capital Resources
Cash from operating activities was $283,460 and $293,125 for the
quarters ended March 31, 2003 and 2002, respectively. The decrease in cash from
operating activities for the quarter ended March 31, 2003, as compared to the
same period of 2002, was a result of changes in the Partnership's working
capital.
At March 31, 2003, the Partnership had $388,493 in cash and cash
equivalents as compared to $456,266 at December 31, 2002. The funds remaining at
March 31, 2003 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 continue to generate cash flow in excess
of operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
The Partnership generally distributes cash from operations remaining
after the payment of operating expenses of the Partnership, to the extent that
the general partners determine that funds are available for distribution. Based
on current and anticipated future cash from operations, and for the quarter
ended March 31, 2002, net sales proceeds from the sale of several Properties,
the Partnership declared distributions to the limited partners of $351,233 and
$1,512,607 for the quarters ended March 31, 2003 and 2002, respectively. This
represents distributions of $7.02 and $30.25 per unit for the quarters ended
March 31, 2003 and 2002, respectively. The distribution for the quarter ended
March 31, 2002 included $1,150,000 in a special distribution, as a result of the
distribution of net sales proceeds from the 2002 sale of several Properties.
This special distribution during the quarter ended March 31, 2002 was
effectively a return of a portion of the limited partners' investment, although
in accordance with the partnership agreement, $737,585 was applied toward the
limited partners' 10% Preferred Return and the balance of $412,415 was treated
as a return of capital for purposes of calculating the limited partners' 10%
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 accordingly. As a result of the sales
of the 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 fixed and are
expected to remain fixed. Due to the above mentioned sales of Properties, and to
current and anticipated cash from operations, distributions of net cash flow
were adjusted during the quarters ended March 31, 2002. No distributions were
made to the general partners for the quarters ended March 31, 2003 and 2002. The
Partnership intends to continue to make distributions of cash available for
distribution to the limited partners on a quarterly basis.
Total liabilities of the Partnership were $600,393 at March 31, 2003,
as compared to $591,909 at December 31, 2002. The increase was partially
attributable to an increase in accounts payable. Total liabilities at March 31,
2003, to the extent they exceed cash and cash equivalents at March 31, 2003,
will be paid from future cash from operations and in the event the general
partners elect to make additional contributions, from general partners'
contributions.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $259,862 during the quarter ended March 31,
2003, as compared to $257,952 during the same period of 2002. During the quarter
ended March 31, 2003, the Partnership also earned $23,513 in contingent rental
income, as compared to $10,036 for the same period of 2002. The increase in
contingent rental income was due to an increase in sales reported by a tenant
and due to an increase in gross sales of certain restaurant Properties, the
leases of which require the payment of contingent rent.
The Partnership also earned $49,333 attributable to net income earned
by joint ventures during the quarter ended March 31, 2003, as compared to
$50,700 during the same period of 2002.
During the quarter ended March 31, 2003, three lessees of the
Partnership, Slaymaker Group, Inc., IHOP Properties, Inc., and Captain D's
Realty, LLC, each contributed more than 10% of the Partnership's total rental
revenues (including the Partnership's share of the rental revenues from
Properties owned by unconsolidated joint ventures and Properties owned with
affiliates of the general partners as tenants-in-common). It is anticipated
that, based on the minimum rental payments required by the leases, these three
lessees will continue to contribute more than 10% of the Partnership's total
rental revenues. In addition, during the quarter ended March 31, 2003, four
Restaurant Chains, Golden Corral Family Steakhouse, Tony Roma's Famous for Ribs
Restaurants, IHOP and Captain D's, each accounted for more than 10% of the
Partnership's total rental revenues during 2003 (including the Partnership's
share of the rental revenues from Properties owned by unconsolidated joint
ventures and Properties owned with affiliates of the general partners as
tenants-in-common). It is anticipated that these four Restaurant Chains each
will continue to account for more than 10% of the total rental revenues to which
the Partnership is entitled under the terms of the leases. Any failure of these
lessees or restaurant chains will materially affect the Partnership's income if
the Partnership is not able to re-lease the Properties in a timely manner.
Operating expenses, including depreciation and amortization expense,
were $104,381 during the quarter ended March 31, 2003, as compared to $115,306
during the same period of 2002. Operating expenses were higher during the
quarter ended March 31, 2002 because the Partnership incurred certain expenses
such as real estate taxes, as a result of the tenant of the Property in
Lawrenceville, Georgia terminating its lease. In June 2002, the Partnership sold
the Property and did not incur any additional expenses relating to this Property
after the sale had occurred.
During the year ended December 31, 2002, the Partnership identified and
sold one Property that was classified as Discontinued Operations in the
accompanying financial statements. The Partnership recognized a net rental loss
(rental revenues less Property related expenses) of $5,114 relating to this
Property during the quarter ended March 31, 2002. The Partnership sold the
Property in Lawrenceville, Georgia subsequent to March 31, 2002.
As a result of the sale of the Properties in West Lebanon, New
Hampshire and Bountiful, Utah, during the quarter ended March 31, 2002, the
Partnership recognized gains of $571,757.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. Consolidation of variable
interest entities will provide more complete information about the resources,
obligations, risks and opportunities of the consolidated company. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The general
partners believe adoption of this standard may result in either consolidation or
additional disclosure requirements with respect to the Partnership's
unconsolidated joint ventures or properties held with affiliates of the general
partners as tenants-in-common, which are currently accounted for under the
equity method. However, such consolidation is not expected to significantly
impact the Partnership's results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures 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. Default 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 Amended and Restated Affidavit and Certificate of
Limited Partnership of CNL Income Fund V, Ltd.
(Included as Exhibit 3.1 to Form 10-K filed with the
Securities and Exchange Commission on March 31, 1994,
and incorporated herein by reference.)
4.1 Amended and Restated Affidavit and Certificate of
Limited Partnership of CNL Income Fund V, Ltd.
(Included as Exhibit 3.1 to Form 10-K filed with the
Securities and Exchange Commission on March 31, 1994,
and incorporated herein by reference.)
4.2 Amended and Restated Certificate and Agreement of
Limited Partnership of CNL Income Fund V, Ltd.
(Included as Exhibit 4.2 to Form 10-K filed with the
Securities and Exchange Commission on March 31, 1994,
and incorporated herein by reference.)
10.1 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 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 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 13,
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 March 31, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 12th day of May, 2003.
CNL INCOME FUND V, 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 V, 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: May 12, 2003
/s/ James M. Seneff, Jr.
- ---------------------------
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 V, 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: May 12, 2003
/s/ Robert A. Bourne
- ---------------------------
Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(b) Exhibits
3.1 Amended and Restated Affidavit and Certificate of
Limited Partnership of CNL Income Fund V, Ltd. (Included
as Exhibit 3.1 to Form 10-K filed with the Securities
and Exchange Commission on March 31, 1994, and
incorporated herein by reference.)
4.1 Amended and Restated Affidavit and Certificate of
Limited Partnership of CNL Income Fund V, Ltd. (Included
as Exhibit 3.1 to Form 10-K filed with the Securities
and Exchange Commission on March 31, 1994, and
incorporated herein by reference.)
4.2 Amended and Restated Certificate and Agreement of
Limited Partnership of CNL Income Fund V, Ltd. (Included
as Exhibit 4.2 to Form 10-K filed with the Securities
and Exchange Commission on March 31, 1994, and
incorporated herein by reference.)
10.1 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 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 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 13, 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