_ 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
-------------------------------
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,
2004 2003
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 6,243,432 $ 6,284,472
Net investment in direct financing leases 1,910,616 1,923,686
Real estate held for sale 387,625 387,625
Investment in joint ventures 1,136,955 1,147,758
Cash and cash equivalents 342,472 380,486
Receivables, less allowance for doubtful accounts
of $66,181 and $60,252, respectively 7,759 1,774
Due from related parties 15,354 745
Accrued rental income 476,641 471,990
Other assets 8,469 6,344
------------------ -------------------
$ 10,529,323 $ 10,604,880
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 22,901 $ 6,459
Real estate taxes payable 4,446 10,583
Distributions payable 281,571 281,571
Due to related parties 216,800 209,019
Rents paid in advance and deposits 14,170 29,072
------------------ -------------------
Total liabilities 539,888 536,704
Minority interest 695,083 695,535
Partners' capital 9,294,352 9,372,641
------------------ -------------------
$ 10,529,323 $ 10,604,880
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
-------------- ---------------
Revenues:
Rental income from operating leases $ 235,887 $ 224,956
Earned income from direct financing leases 52,227 53,521
Contingent rental income 14,114 22,985
Interest and other income 897 1,032
-------------- ---------------
303,125 302,494
-------------- ---------------
Expenses:
General operating and administrative 59,132 54,392
Property related 220 1,347
State and other taxes 5,051 3,748
Depreciation 41,040 41,040
-------------- ---------------
105,443 100,527
-------------- ---------------
Income before minority interest and equity in earnings of
unconsolidated joint ventures 197,682 201,967
Minority interest (18,675) (18,861)
Equity in earnings of unconsolidated joint ventures 27,841 27,962
-------------- ---------------
Income from continuing operations 206,848 211,068
Discontinued operations:
Income (loss) from discontinued operations (3,566) 19,052
-------------- ---------------
Net income $ 203,282 $ 230,120
============== ===============
Income (loss) per limited partner unit:
Continuing operations $ 4.14 $ 4.22
Discontinued operations (0.07) 0.38
-------------- ---------------
$ 4.07 $ 4.60
============== ===============
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,
2004 2003
------------------ -----------------
General partners:
Beginning balance $ 514,026 $ 514,026
Net income -- --
------------------ -----------------
514,026 514,026
------------------ -----------------
Limited partners:
Beginning balance 8,858,615 9,263,112
Net income 203,282 791,448
Distributions ($5.63 and $23.92 per
limited partner unit, respectively) (281,571) (1,195,945)
------------------ -----------------
8,780,326 8,858,615
------------------ -----------------
Total partners' capital $ 9,294,352 $ 9,372,641
================== =================
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,
2004 2003
---------------- ---------------
Net cash provided by operating activities $ 262,684 $ 299,774
---------------- ---------------
Cash flows from financing activities:
Distributions to limited partners (281,571) (351,233)
Distributions to holder of minority interest (19,127) (17,408)
---------------- ---------------
Net cash used in financing activities (300,698) (368,641)
---------------- ---------------
Net decrease in cash and cash equivalents (38,014) (68,867)
Cash and cash equivalents at beginning of quarter 380,486 458,163
---------------- ---------------
Cash and cash equivalents at end of quarter $ 342,472 $ 389,296
================ ===============
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of
quarter $ 281,571 $ 351,233
================ ===============
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, 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 V, Ltd. (the "Partnership") for the year ended
December 31, 2003.
The Partnership accounts for its 53.12% interest in RTO Joint Venture
using the consolidation method. Minority interest represents the
minority joint venture partner's proportionate share of the equity in
the joint venture. All significant intercompany accounts and
transactions have been eliminated.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. 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 a certain previously
unconsolidated joint venture. 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.
3. Discontinued Operations
During 2003, the Partnership identified for sale a property in
Livingston, Texas that was classified as discontinued operations in
the accompanying financial statements.
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
3. Discontinued Operations - Continued
The operating results of the discontinued operations for the above
property are as follows:
March 31,
2004 2003
------------- --------------
Rental revenues $ -- $ 23,044
Expenses (3,566) (3,992)
------------- --------------
Income (loss) from discontinued
operations $ (3,566) $ 19,052
============= ==============
4. Concentration of Credit Risk
The following schedule presents total rental revenues from individual
lessees, each representing more than 10% of the Partnership's total
rental revenues (including total rental revenues from the
Partnership's consolidated joint venture and the Partnership's share
of total rental revenues from the joint venture and the properties
held as tenants-in-common with affiliates of the general partners) for
each of the quarters ended March 31:
2004 2003
--------------- --------------
Slaymaker Group, Inc. $ 44,190 $ 44,675
RT Orlando Franchise, LP 39,927 40,300
IHOP Properties, Inc. 34,864 N/A
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 total rental
revenues from the Partnership's consolidated joint venture and the
Partnership's share of total rental revenues from the joint venture
and the properties held as tenants-in-common with affiliates of the
general partners) for each of the quarters ended March 31:
2004 2003
-------------- --------------
Tony Romas $ 44,190 $ 44,675
Ruby Tuesday 39,927 40,300
IHOP 34,864 N/A
Golden Corral Buffet and Grill N/A 55,251
The information denoted by N/A indicates that for each period
presented, the tenant or 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 lessee or restaurant chain
contributing more than 10% of the Partnership's revenues 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, 2004 and 2003, the Partnership owned 12 Properties
directly and four Properties indirectly through joint venture or tenancy in
common arrangements.
Capital Resources
Net cash provided by operating activities was $262,684 and $299,774
for the quarters ended March 31, 2004 and 2003, respectively. The decrease in
net cash provided by operating activities for the quarter ended March 31, 2004,
as compared to the same period of 2003, 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 $342,472 in cash and cash
equivalents as compared to $380,486 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 will be used to pay distributions and other
liabilities of the Partnership.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who 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 such funds are available for distribution.
Based on current and anticipated future cash from operations, the Partnership
declared distributions to the limited partners of $281,571 and $351,233 for the
quarters ended March 31, 2004 and 2003, respectively. This represents
distributions of $5.63 and $7.02 per unit for the quarters ended March 31, 2004
and 2003, respectively. 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. No distributions
were made to the general partners for the quarters ended March 31, 2004 and
2003. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.
Total liabilities were $539,888 at March 31, 2004, as compared to
$536,704 at December 31, 2003. Total liabilities at March 31, 2004, to the
extent they exceed cash and cash equivalents at March 31, 2004, 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
Rental revenues from continuing operations were $288,114 during the
quarter ended March 31, 2004, as compared to $278,477 during the same period of
2003. The increase in rental revenues from continuing operations was due to the
collection of amounts related to the Property in New Castle, Indiana that were
reserved in a prior year.
During the quarter ended March 31, 2004, the Partnership earned
$14,114 in contingent rental income, as compared to $22,985 for the same period
of 2003. The decrease in contingent rental income was due to a decrease in
reported sales of certain restaurant Properties, the leases of which require the
payment of contingent rent.
The Partnership earned $27,841 attributable to net income earned by
unconsolidated joint ventures during the quarter ended March 31, 2004, as
compared to $27,962 during the same period of 2003. Net income earned by
unconsolidated joint ventures during 2004, as compared to the same period of
2003, remained relatively constant, as there was no change in the leased
property portfolio owned by the joint ventures and the tenancies in common.
In October 2003, Chevy's, Inc., the tenant of the Property in
Vancouver, Washington which the Partnership owns as tenants-in-common with
affiliates of the general partners, filed for Chapter 11 bankruptcy protection.
The Partnership owns a 27.78% interest in this Property. While the tenant has
neither rejected nor affirmed the one lease it has with the Partnership, there
can be no assurance that the lease will not be rejected in the future. The lost
revenues that would result if the tenant were to reject this lease will have an
adverse effect on the equity in earnings of unconsolidated joint ventures if the
tenancy in common is not able to re-lease the Property in a timely manner.
During the quarter ended March 31, 2004, three lessees, Slaymaker
Group, Inc., RT Orlando Franchise, LP and IHOP Properties, Inc. each contributed
more than 10% of the Partnership's total rental revenues (including total rental
renenues from the Partnership's consolidated joint venture and the Partnership's
share of total rental revenues from the Property owned by the joint venture 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, 2004, three restaurant chains, Tony Romas, Ruby Tuesday and IHOP each
accounted for more than 10% of the Partnership's total rental revenues
(including the Partnership's share of total rental revenues from Properties
owned by joint ventures and Properties owned with affiliates as
tenants-in-common). It is anticipated that these three restaurant chains will
each 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 operating
results if the Partnership is not able to re-lease the Properties in a timely
manner.
Operating expenses, including depreciation expense, were $105,443
during the quarter ended March 31, 2004, as compared to $100,527 during the same
period of 2003. The increase in operating expenses during the quarter ended
March 31, 2004, was primarily due to the Partnership incurring additional
general operating and administrative expenses, including legal fees. The
increase in operating expenses during 2004 was partially offset by a decrease in
the costs incurred for administrative expenses for servicing the Partnership and
its Properties.
The Partnership recognized a loss from discontinued operations (rental
revenues less property related expenses) of $3,566 during the quarter ended
March 31, 2004, as compared to income from discontinued operations of $19,052
during the same period of 2003 relating to the Property in Livingston, Texas.
The tenant experienced financial difficulties, vacated the Property in May 2003
and ceased making rental payments to the Partnership.
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 a certain previously unconsolidated joint venture. 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. 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 between CNL Income Fund V, Ltd.
and CNL Investment Company (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
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 11th day of May, 2004.
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
(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 between CNL Income Fund V, Ltd.
and CNL Investment Company (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