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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 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
June 30, December 31,
2003 2002
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 5,912,840 $ 5,994,920
Net investment in direct financing leases 1,179,371 1,196,659
Real estate held for sale 387,625 398,914
Investment in joint ventures 1,932,228 1,933,290
Cash and cash equivalents 284,717 456,266
Receivables, less allowance for doubtful accounts
of $20,110 and $8,040, respectively 21,274 25,233
Due from related parties 2,624 --
Accrued rental income 367,066 358,503
Other assets 7,099 5,262
------------------ -------------------
$ 10,094,844 $ 10,369,047
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 16,353 $ 10,324
Real estate taxes payable 5,921 6,935
Distributions payable 281,571 351,233
Due to related parties 208,380 207,291
Rents paid in advance and deposits 8,561 16,126
------------------ -------------------
Total liabilities 520,786 591,909
Partners' capital 9,574,058 9,777,138
------------------ -------------------
$ 10,094,844 $ 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 Six Months Ended
June 30, June 30,
2003 2002 2003 2002
------------- ------------- -------------- ---------------
Revenues:
Rental income from operating leases $ 205,558 $ 213,717 $ 411,142 $ 423,807
Earned income from direct financing leases 32,372 33,224 64,965 66,647
Contingent rental income 11,316 6,870 34,301 16,906
Interest and other income 41 3,975 1,003 8,393
------------- ------------- -------------- ---------------
249,287 257,786 511,411 515,753
------------- ------------- -------------- ---------------
Expenses:
General operating and administrative 39,577 49,106 94,169 109,817
Property related -- 15,988 1,009 20,260
State and other taxes 1,000 4,813 4,748 9,805
Depreciation 41,040 41,044 82,080 82,087
------------- ------------- -------------- ---------------
81,617 110,951 182,006 221,969
------------- ------------- -------------- ---------------
Income Before Gain on Sale of Assets and Equity in
Earnings of Joint Ventures 167,670 146,835 329,405 293,784
Gain on Sale of Assets -- -- -- 571,759
Equity in Earnings of Joint Ventures 49,664 46,534 98,997 97,235
------------- ------------- -------------- ---------------
Income from Continuing Operations 217,334 193,369 428,402 962,778
------------- ------------- -------------- ---------------
Discontinued Operations:
Income (Loss) from discontinued operations (17,731 ) 8,312 1,321 14,588
Gain on disposal of discontinued operations -- 193,496 -- 193,496
------------- ------------- -------------- ---------------
(17,731 ) 201,808 1,321 208,084
------------- ------------- -------------- ---------------
Net Income $ 199,603 $ 395,177 $ 429,723 $ 1,170,862
============= ============= ============== ===============
Income (Loss) Per Limited Partner Unit
Continuing Operations $ 4.34 $ 3.86 $ 8.56 $ 19.26
Discontinued Operations (0.35 ) 4.04 0.03 4.16
------------- ------------- -------------- ---------------
$ 3.99 $ 7.90 $ 8.59 $ 23.42
============= ============= ============== ===============
Weighted Average Number of Limited Partner
Units Outstanding 50,000 50,000 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
Six Months Ended Year Ended
June 30, 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 429,723 1,622,451
Distributions ($12.66 and $71.55 per
limited partner unit, respectively) (632,803 ) (3,577,572 )
-------------------- -----------------
9,060,032 9,263,112
-------------------- -----------------
Total partners' capital $ 9,574,058 $ 9,777,138
==================== =================
See accompanying notes to condensed financial statements.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2003 2002
---------------- ---------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 530,916 $ 514,883
---------------- ---------------
Cash Flows from Investing Activities:
Proceeds from sale of real estate properties -- 2,749,808
---------------- ---------------
Net cash provided by investing activities -- 2,749,808
---------------- ---------------
Cash Flows from Financing Activities:
Distributions to limited partners (702,465 ) (1,942,759 )
---------------- ---------------
Net cash used in financing activities (702,465 ) (1,942,759 )
---------------- ---------------
Net Increase (Decrease) in Cash and Cash Equivalents (171,549 ) 1,321,932
Cash and Cash Equivalents at Beginning of Period 456,266 313,783
---------------- ---------------
Cash and Cash Equivalents at End of Period $ 284,717 $ 1,635,715
================ ===============
Supplemental Schedule of Non-Cash Investing and
Financing Activities:
Deferred real estate disposition fees incurred
and unpaid at end of period $ -- $ 83,430
================ ===============
Distributions declared and unpaid at end of
period $ 281,571 $ 1,362,501
================ ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 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 for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 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. 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, 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.
3. Discontinued Operations:
During 2002, the Partnership identified and sold one property that was
classified as Discontinued Operations in the accompanying financial
statements. As of June 30, 2003, the Partnership was negotiating an
agreement to sell its property in Livingston, Texas. The property was
reclassified from real estate properties with operating leases to real
estate held for sale. The financial results for these properties are
reflected as Discontinued Operations in the accompanying financial
statements.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Six Months Ended June 30, 2003 and 2002
3. Discontinued Operations - Continued:
The operating results of discontinued operations are as follows:
Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
------------ ------------- ----------- ---------------
Rental revenues $ -- $ 15,591 $ 23,044 $ 30,194
Expenses (12,604 ) (7,279 ) (16,596 ) (15,606 )
Provision for write-down of assets (5,127 ) -- (5,127 ) --
------------ ------------- ----------- ---------------
Income (loss) from discontinued
operations $ (17,731 ) $ 8,312 $ 1,321 $ 14,588
============ ============= =========== ===============
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 June 30, 2002 and 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 $530,916 and $514,883 for the six
months ended June 30, 2003 and 2002, respectively. At June 30, 2003, the
Partnership had $284,717 in cash and cash equivalents as compared to $456,266 at
December 31, 2002. At June 30, 2003, these funds were held in demand deposit
accounts at a commercial bank. Total liabilities at June 30, 2003, to the extent
they exceed cash and cash equivalents at June 30, 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.
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 six months
ended June 30, 2002, net sales proceeds from the sale of several Properties, the
Partnership declared distributions to the limited partners of $632,803 and
$2,875,002 for the six months ended June 30, 2003 and 2002, respectively,
($281,571 and $1,362,501 for the quarters ended June 30, 2003 and 2002,
respectively). This represents distributions of $12.66 and $57.50 per unit for
the six months ended June 30, 2003 and 2002, respectively, ($5.63 and $27.25 per
unit for the quarters ended June 30, 2003 and 2002, respectively). The
distribution for the six months ended June 30, 2002 included $2,150,000 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 six
months ended June 30, 2002 was effectively a return of a portion of the limited
partners' investment, although in accordance with the partnership agreement,
$979,322 was applied toward the limited partners' 10% Preferred Return and the
balance of $1,170,678 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 six months
ended June 30, 2003 and 2002. No distributions were made to the general partners
for the quarters and six months ended June 30, 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 $520,786 at June 30, 2003, as
compared to $591,909 at December 31, 2002. The decrease was primarily
attributable to a decrease in distributions payable. Total liabilities at June
30, 2003, to the extent they exceed cash and cash equivalents at June 30, 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 $476,107 during the six months ended June
30, 2003, as compared to $490,454 during the same period of 2002, $237,930 and
$246,941 of which were earned during the second quarter of 2003 and 2002,
respectively. The decrease in rental revenues during the quarter and six months
ended June 30, 2003 was attributable to the sales of two Properties during the
six months ended June 30, 2002.
The Partnership also earned $34,301 in contingent rental income during
the six months ended June 30, 2003, as compared to $16,906 during the same
period of 2002, $11,316 and $6,870 of which were earned during the second
quarters of 2003 and 2002, respectively. The increase in contingent rental
income during the quarter and six months ended June 30, 2003, as compared to the
same period of 2002, was primarily due to an increase in reported gross sales by
certain restaurant Properties, the leases of which require the payment of
contingent rent.
The Partnership also earned $98,997 attributable to net income earned
by joint ventures during the six months ended June 30, 2003, as compared to
$97,235 during the same period of 2002, $49,664 and $46,534 of which were earned
during the quarters ended June 30, 2003 and 2002, respectively.
Operating expenses, including depreciation expense, were $182,006
during the six months ended June 30, 2003, as compared to $221,969 during the
same period of 2002, $81,617 and $110,951 of which were incurred during the
quarters ended June 30, 2003 and 2002, respectively. The decrease in operating
expenses during the quarter and six months ended June 30, 2003, as compared to
the same periods of 2002 was primarily due to a decrease in costs incurred for
administrative expenses for servicing the Partnership and its Properties.
Operating expenses were higher during the quarter and six months ended June 30,
2002 because the Partnership incurred expenses such as legal fees and repairs
and maintenance related to the Property in West Lebanon, New Hampshire. The
Partnership will not incur expenses related to this Property in the future.
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. During the six months ended June 30, 2003,
the Partnership identified an additional Property for sale. The Partnership
recognized net rental income (rental revenues less Property related expenses) of
$1,321 and $14,588 during the six months ended June 30, 2003 and 2002,
respectively, in connection with these Properties. The Partnership recognized a
net rental loss of $17,731 and net rental income of $8,312 during the quarters
ended June 30, 2003 and 2002, respectively. In June 2002, the Partnership sold
its Property in Lawrenceville, Georgia to the tenant and recognized a gain on
disposal of discontinued operations of $193,496.
As a result of the sale of the Properties in West Lebanon, New
Hampshire and Bountiful, Utah, during the six months ended June 30, 2002, the
Partnership recognized gains of $571,759. These Properties had been identified
for sale as of December 31, 2001 and were not subject to be classified as
Discontinued Operations.
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. 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, 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 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. 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.)
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
June 30, 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 8th day of August, 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)
EXHIBIT INDEX
Exhibit Number
(c) 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.)
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