FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT of 1934
For the quarterly period ended September 30, 2004
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from ______________________ to _______________________
Commission file number
0-19141
---------------------------------------
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 5-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8-10
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 10
Item 4. Controls and Procedures 11
Part II
Other Information 12-13
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
September 30, December 31,
2004 2003
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 6,161,352 $ 6,284,472
Net investment in direct financing leases 1,883,433 1,923,686
Real estate held for sale 318,500 387,625
Investment in joint ventures 1,126,278 1,147,758
Cash and cash equivalents 354,652 380,486
Receivables, less allowance for doubtful accounts
of $99,952 and $60,252, respectively 15,457 1,774
Due from related parties -- 745
Accrued rental income 485,030 471,990
Other assets 7,324 6,344
------------------ -------------------
$ 10,352,026 $ 10,604,880
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 57,390 $ 6,459
Real estate taxes payable 9,108 10,583
Distributions payable 281,571 281,571
Due to related parties 246,555 209,019
Rents paid in advance and deposits 21,481 29,072
------------------ -------------------
Total liabilities 616,105 536,704
Minority interest 694,067 695,535
Partners' capital 9,041,854 9,372,641
------------------ -------------------
$ 10,352,026 $ 10,604,880
================== ===================
See accompanying notes to condensed financial statements.
1
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
------------- ------------- -------------- ---------------
Revenues:
Rental income from operating leases $ 222,431 $ 216,395 $ 683,251 $ 663,862
Earned income from direct financing leases 51,527 52,890 155,636 159,621
Contingent rental income 17,662 13,394 46,614 47,695
Interest and other income 241 1,071 1,373 2,206
------------- ------------- -------------- ---------------
291,861 283,750 886,874 873,384
------------- ------------- -------------- ---------------
Expenses:
General operating and administrative 75,361 43,899 186,892 135,958
Property related 3,237 3,028 6,186 5,984
State and other taxes -- 200 5,051 4,948
Depreciation 41,040 41,040 123,120 123,120
Provision for write-down of assets -- 72,734 -- 72,734
------------- ------------- -------------- ---------------
119,638 160,901 321,249 342,744
------------- ------------- -------------- ---------------
Income before minority interest and equity in
earnings of unconsolidated joint ventures 172,223 122,849 565,625 530,640
Minority interest (18,597) (18,750) (55,975) (56,358)
Equity in earnings of unconsolidated joint ventures 27,666 27,916 83,182 84,300
------------- ------------- -------------- ---------------
Income from continuing operations 181,292 132,015 592,832 558,582
------------- ------------- -------------- ---------------
Discontinued operations:
Loss from discontinued operations (2,494) (6,491) (78,906) (3,335)
------------- ------------- -------------- ---------------
Net income $ 178,798 $ 125,524 $ 513,926 $ 555,247
============= ============= ============== ===============
Income (loss) per limited partner unit:
Continuing operations $ 3.63 $ 2.64 $ 11.86 $ 11.17
Discontinued operations (0.05) (0.13) (1.58) (0.07)
------------- ------------- -------------- ---------------
$ 3.58 $ 2.51 $ 10.28 $ 11.10
============= ============= ============== ===============
Weighted average number of limited partner
units outstanding 50,000 50,000 50,000 50,000
============= ============= ============== ===============
See accompanying notes to condensed financial statements.
2
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Nine Months Ended Year Ended
September 30, 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 513,926 791,448
Distributions ($16.89 and $23.92 per
limited partner unit, respectively) (844,713) (1,195,945)
--------------------- -----------------
8,527,828 8,858,615
--------------------- -----------------
Total partners' capital $ 9,041,854 $ 9,372,641
===================== =================
See accompanying notes to condensed financial statements.
3
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Nine Months Ended
September 30,
2004 2003
---------------- ---------------
Net cash provided by operating activities $ 876,322 $ 844,655
---------------- ---------------
Cash flows from financing activities:
Distributions to limited partners (844,713) (984,036)
Distributions to holder of minority interest (57,443) (54,998)
---------------- ---------------
Net cash used in financing activities (902,156) (1,039,034)
---------------- ---------------
Net decrease in cash and cash equivalents (25,834) (194,379)
Cash and cash equivalents at beginning of period 380,486 458,163
---------------- ---------------
Cash and cash equivalents at end of period $ 354,652 $ 263,784
================ ===============
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of
period $ 281,571 $ 281,571
================ ===============
See accompanying notes to condensed financial statements.
4
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 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 and nine months ended September 30, 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 adopted FIN 46R during the quarter ended
March 31, 2004, which resulted in the consolidation of a previously
unconsolidated joint venture, which had been accounted for under the
equity method. 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. Such consolidation resulted in certain assets and
minority interest, and revenues and expenses, of the entity, being
reported on a gross basis in the Partnership's financial statements;
however, these restatements had no effect on partners' capital or net
income.
2. Discontinued Operations
In July 2003, the Partnership identified for sale a property in
Livingston, Texas that was classified as discontinued operations in the
accompanying financial statements. During the nine months ended
September 30, 2004, the Partnership recorded a provision for write-down
of assets in anticipation of the sale of this property. The provision
represented the difference between the carrying value of the property
and its estimated fair value. As of November 5, 2004, the Partnership
had entered in to a contract, with a third party for the sale of this
Property. The sale is expected to occur during December 2004.
5
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2004 and 2003
2. Discontinued Operations - Continued
The operating results of the discontinued operations for the above
property are as follows:
Nine Months Ended
Quarter Ended September 30, September 30,
2004 2003 2004 2003
-------------- -------------- ------------- --------------
Rental revenues $ -- $ 693 $ -- $ 23,737
Expenses (2,494) (7,184) (9,781) (21,945)
Provision for write-down
of assets -- -- (69,125) (5,127)
-------------- -------------- ------------- --------------
Loss from discontinued
operations $ (2,494) $ (6,491) $ (78,906) (3,335)
============== ============== ============= ==============
3. 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 nine months ended September 30:
2004 2003
--------------- --------------
Slaymaker Group, Inc. $ 132,174 $ 133,675
RT Orlando Franchise, LP 119,480 120,628
IHOP Properties, Inc. 104,591 104,591
Golden Corral Corporation N/A 99,113
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 nine months ended September 30:
2004 2003
-------------- -------------
Tony Romas $ 132,174 $ 133,675
Ruby Tuesday 119,480 120,628
IHOP 104,590 104,591
Golden Corral Buffet and Grill N/A 118,909
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 properties have some geographic diversity in the United
States and the 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 if the Partnership is not able to re-lease the properties in
a timely manner.
6
CNL INCOME FUND V, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters and Nine Months Ended September 30, 2004 and 2003
4. Merger Transaction
On August 9, 2004, the Partnership entered into a definitive Agreement
and Plan of Merger pursuant to which the Partnership will be merged
with a subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The
merger is one of multiple concurrent transactions pursuant to which 17
other affiliated limited partnerships also will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. and in which CNL
Restaurant Properties, Inc., an affiliate, also will be merged with
U.S. Restaurant Properties, Inc. CNL Restaurant Properties, Inc.
currently provides property management and other services to the
Partnership. The merger of the Partnership (and each of the 17 other
affiliated mergers) is subject to certain conditions including approval
by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as
measured by the value of the merger consideration) of all limited
partnerships, consummation of the merger between U.S. Restaurant
Properties, Inc. and CNL Restaurant Properties, Inc., approval of the
shareholders of U.S. Restaurant Properties, Inc., and availability of
financing. The transaction is expected to be consummated in the first
quarter of 2005.
Under the terms of the merger agreement, if the transaction is
approved, the limited partners will receive total consideration of
approximately $12.54 million, consisting of approximately $10.49
million in cash and approximately $2.05 million in U.S. Restaurant
Properties, Inc. Series A Convertible Preferred Stock that is listed on
the New York Stock Exchange. The general partners will receive total
consideration of approximately $414,000 consisting of approximately
$346,000 in cash and approximately $68,000 in preferred stock.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund V, Ltd. (the "Partnership," which may be referred to as
"we," "us," or "our") 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 September 30,
2004 and 2003, we owned 12 Properties directly and four Properties indirectly
through joint venture or tenancy in common arrangements.
Merger Transaction
The general partners believe their primary objective is to maintain
current operations with restaurant operators as successfully as possible, while
evaluating strategic alternatives, including alternatives that may provide
liquidity to the limited partners. Real estate markets are strong throughout
much of the nation, and the performance of restaurants has generally improved
after several challenging years. As a result, the general partners believe that
this is an attractive period for a strategic event to monetize the interests of
the limited partners.
In furtherance of this, on August 9, 2004, we entered into a definitive
Agreement and Plan of Merger pursuant to which we will be merged with a
subsidiary of U.S. Restaurant Properties, Inc. (NYSE: USV). The merger is one of
multiple concurrent transactions pursuant to which 17 other affiliated limited
partnerships also will be merged with a subsidiary of U.S. Restaurant
Properties, Inc. and in which CNL Restaurant Properties, Inc., an affiliate,
also will be merged with U.S. Restaurant Properties, Inc. Our merger (and each
of the 17 other affiliated mergers) is subject to certain conditions including
approval by a majority of the limited partners, consummation of a minimum number
of limited partnership mergers representing at least 75.0% in value (as measured
by the value of the merger consideration) of all limited partnerships,
consummation of the merger between U.S. Restaurant Properties, Inc. and CNL
Restaurant Properties, Inc., approval of the shareholders of U.S. Restaurant
Properties, Inc., and availability of financing. U.S. Restaurant Properties,
Inc. is a real estate investment trust (REIT) that focuses primarily on
acquiring, owning and leasing restaurant properties. The transaction is expected
to be consummated in the first quarter of 2005.
Under the terms of the merger agreement, if the transaction is
approved, our limited partners will receive total consideration of approximately
$12.54 million, consisting of approximately $10.49 million in cash and
approximately $2.05 million in U.S. Restaurant Properties, Inc. Series A
Convertible Preferred Stock that is listed on the New York Stock Exchange. The
general partners will receive total consideration of approximately $414,000
consisting of approximately $346,000 in cash and approximately $68,000 in
preferred stock.
We received an opinion from Wachovia Capital Markets, LLC that as of
August 9, 2004 the merger consideration to be received by the holders of our
general and limited partnership interests is fair, from a financial point of
view, to such holders.
As reflected above, the contemplated transactions are complex, and
contingent upon certain conditions. The restaurant marketplace, the real estate
industry, and the equities markets, all individually or taken as a whole, could
impact the economics of this transaction. As a result, there is no assurance
that we will be successful in completing the contemplated transaction.
Capital Resources
Net cash provided by operating activities was $876,322 and $844,655 for
the nine months ended September 30, 2004 and 2003, respectively. At September
30, 2004, we had $354,652 in cash and cash equivalents as compared to $380,486
at December 31, 2003. At September 30, 2004, these funds were held in demand
deposit accounts at a commercial bank. The funds remaining at September 30, 2004
will be used to pay distributions and other liabilities.
8
Short-Term Liquidity
Our investment strategy of acquiring Properties for cash and leasing
them under triple-net leases to operators who meet specified financial standards
minimizes our operating expenses. The general partners believe that the leases
will continue to generate cash flow in excess of operating expenses.
Our short-term liquidity requirements consist primarily of our
operating expenses.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
our operations.
We generally distribute cash from operations remaining after the
payment of operating expenses, to the extent that the general partners determine
that such funds are available for distribution. Based on current and anticipated
future cash from operations, and for the nine months ended September 30, 2004,
net proceeds from the sale of a Property in a prior year, we declared
distributions to the limited partners of $844,713 and $914,374 for the nine
months ended September 30, 2004 and 2003, respectively ($281,571 for each of the
quarters ended September 30, 2004 and 2003). This represents distributions of
$16.89 and $18.29 per unit for the nine months ended September 30, 2004 and
2003, respectively ($5.63 per unit for each of the quarters ended September 30,
2004 and 2003). As a result of the sales of the Properties in previous years,
our total revenues have declined and are expected to remain reduced in
subsequent periods, while the majority of our operating expenses have remained
fixed and are expected to remain fixed. No distributions were made to the
general partners for the quarters and nine months ended September 30, 2004 and
2003. We intend to continue to make distributions of cash to the limited
partners on a quarterly basis.
Total liabilities, including distributions payable, were $616,105 at
September 30, 2004, as compared to $536,704 at December 31, 2003. The increase
was primarily due to an increase in accounts payable and accrued expenses and
amounts due to related parties. Total liabilities at September 30, 2004, to the
extent they exceed cash and cash equivalents at September 30, 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
We have no long-term debt or other long-term liquidity requirements.
Results of Operations
Rental revenues from continuing operations were $838,887 during the
nine months ended September 30, 2004, as compared to $823,483 during the same
period of 2003, $273,958 and $269,285 of which were earned during the third
quarters of 2004 and 2003, respectively. 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 nine months ended September 30, 2004, we earned $46,614 in
contingent rental income, as compared to $47,695 for the same period of 2003,
$17,662 and $13,394 of which were earned during the third quarters of 2004 and
2003, respectively.
We earned $83,182 attributable to net income earned by unconsolidated
joint ventures during the nine months ended September 30, 2004, as compared to
$84,300 during the same period of 2003, $27,666 and $27,916 of which were earned
during the quarters ended September 30, 2004 and 2003, respectively. Net income
earned by unconsolidated joint ventures during 2004, as compared to the same
periods of 2003, remained relatively constant, as the leased property portfolio
owned by the joint ventures and the tenancies in common did not change.
In October 2003, Chevy's, Inc., the tenant of the Property in
Vancouver, Washington, which we own as tenants-in-common with affiliates of the
general partners, filed for Chapter 11 bankruptcy protection. We own a 27.78%
interest in this Property. While the tenant has neither rejected nor affirmed
the one lease it has with us, 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.
9
During the nine months ended September 30, 2004, three of our lessees,
Slaymaker Group, Inc., RT Orlando Franchise, LP and IHOP Properties, Inc. each
contributed more than 10% of our total rental revenues (including total rental
revenues from the consolidated joint venture and our 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). We anticipate that
based on the minimum rental payments required by the leases, these three lessees
will each continue to contribute more than 10% of our total rental revenues. In
addition, during the nine months ended September 30, 2004, three restaurant
chains, Tony Romas, Ruby Tuesday and IHOP each accounted for more than 10% of
our total rental revenues (including total rental revenues from the consolidated
joint venture and our share of total rental revenues from the Property owned by
the joint venture and Properties owned with affiliates as tenants-in-common). We
anticipate that these three restaurant chains will each continue to account for
more than 10% of the total rental revenues to which we are entitled under the
terms of the leases. Any failure of these lessees or restaurant chains will
materially affect our operating results if we are not able to re-lease the
Properties in a timely manner.
Operating expenses, including depreciation expense and provision for
write-down of assets, were $321,249 during the nine months ended September 30,
2004, as compared to $342,744 during the same period of 2003, $119,638 and
$160,901 of which were incurred during the quarters ended September 30, 2004 and
2003, respectively. Operating expenses were higher during the quarter and nine
months ended September 2003 because we recorded a provision for write-down of
assets of approximately $72,700 related to the parcel of land in Connorsville,
Indiana, in anticipation of its sale. The decrease in operating expenses during
the quarter and nine months ended September 30, 2004, was partially offset by
incurring additional general operating and administrative expenses, including,
primarily, legal fees incurred in connection with the merger transaction
described above.
We recognized losses from discontinued operations (rental revenues less
property related expenses and provision for write-down of assets) of $78,906
during the nine months ended September 30, 2004, as compared to $3,335 during
the same period of 2003, $2,494 and $6,491 of which were recognized during the
quarters ended September 30, 2004 and 2003, respectively, relating to the
Property in Livingston, Texas. In July 2004, we entered into a contract to sell
this Property and as a result, during the nine months ended September 30, 2004,
we recorded a provision for write-down of assets of approximately $69,100 based
on the anticipated sales proceeds. The provision represented the difference
between the carrying value of the property and its estimated fair value. The
tenant experienced financial difficulties, vacated the Property in May 2003 and
ceased making rental payments. As of November 5, 2004, we had not sold this
Property.
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. We adopted
FIN 46R during the quarter ended March 31, 2004, which resulted in the
consolidation of a previously unconsolidated joint venture, RTO Joint Venture,
which had been accounted for under the equity method. FIN 46R does not require,
but does permit restatement of previously issued financial statements. We
restated prior year's financial statements to maintain comparability between the
periods presented. Such consolidation resulted in certain assets and minority
interest, and revenues and expenses, of the entity, being reported on a gross
basis in our financial statements; however, these restatements had no effect on
partners' capital or net income.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
10
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 our
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 our 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.
11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
------------------
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
------------------------------------------------------------
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
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition V, LLC, and CNL
Income Fund V, Ltd., dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
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.)
12
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.)
13
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 10th day of November 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
Exhibits
2.1 Agreement and Plan of Merger among U.S. Restaurant
Properties, Inc., Ivanhoe Acquisition V, LLC, and CNL
Income Fund V, Ltd., dated as of August 9, 2004.
(Included as Exhibit 99.2 to Form 8-K filed with the
Securities and Exchange Commission on August 9, 2004,
and incorporated herein by reference.)
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