FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended March 31, 2003
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OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from _____________________ to _____________________
Commission file number
0-19144
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CNL Income Fund VI, Ltd.
- -----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2922954
- --------------------------------- ------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
450 South Orange Avenue
Orlando, Florida 32801
- --------------------------------- ------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number
(including area code) (407) 540-2000
------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _________
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act): Yes___ No X
CONTENTS
Page
Part I.
Item 1. Financial Statements:
Condensed Balance Sheets 1
Condensed Statements of Income 2
Condensed Statements of Partners' Capital 3
Condensed Statements of Cash Flows 4
Notes to Condensed Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7-9
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 9
Item 4. Controls and Procedures 9
Part II.
Other Information 10-11
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2003 2002
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 14,615,386 $ 14,701,960
Net investment in direct financing leases 1,821,794 1,835,770
Real estate held for sale 470,738 472,425
Investment in joint ventures 8,451,442 8,483,605
Cash and cash equivalents 1,787,229 1,168,450
Receivables, less allowance for doubtful accounts
of $9,774 in 2002 65 676,461
Accrued rental income, less allowance for doubtful
accounts of $9,697, in 2003 and 2002 552,734 550,037
Other assets 14,221 30,256
------------------- -------------------
$ 27,713,609 $ 27,918,964
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 49,146 $ 34,851
Real estate taxes payable 5,372 13,010
Distributions payable 787,500 787,500
Due to related parties 16,468 14,423
Rents paid in advance and deposits 63,229 41,327
------------------- -------------------
Total liabilities 921,715 891,111
Commitment (Note 5)
Partners' capital 26,791,894 27,027,853
------------------- -------------------
$ 27,713,609 $ 27,918,964
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2003 2002
-------------- ---------------
Revenues:
Rental income from operating leases $ 481,093 $ 508,268
Earned income from direct financing leases 51,298 52,845
Contingent rental income 3,430 9,775
Interest and other income 31 2,703
-------------- ---------------
535,852 573,591
-------------- ---------------
Expenses:
General operating and administrative 72,925 76,016
Property expenses 1,290 3,958
State and other taxes 44,952 28,463
Depreciation and amortization 86,987 92,923
-------------- ---------------
206,154 201,360
-------------- ---------------
Income Before Gain on Casualty Loss of Building, Minority
Interest in Income of Consolidated Joint Venture, and
Equity in Earnings of Unconsolidated Joint Ventures 329,698 372,231
Gain on Casualty Loss of Building 12,356 --
Equity in Earnings of Unconsolidated Joint Ventures 189,734 169,719
-------------- ---------------
Income from Continuing Operations 531,788 541,950
Discontinued Operations:
Income from discontinued operations 19,753 32,365
-------------- ---------------
Net Income $ 551,541 $ 574,315
============== ===============
Income Per Limited Partner Unit:
Continuing Operations $ 7.60 $ 7.74
Discontinued Operations 0.28 0.46
-------------- ---------------
Total $ 7.88 $ 8.20
============== ===============
Weighted Average Number of Limited Partner
Units Outstanding 70,000 70,000
============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2003 2002
------------------- ------------------
General partners:
Beginning balance $ 291,599 $ 291,599
Net income -- --
------------------- ------------------
291,599 291,599
------------------- ------------------
Limited partners:
Beginning balance 26,736,254 27,413,938
Net income 551,541 2,472,316
Distributions ($11.25 and $45.00 per
limited partner unit, respectively) (787,500 ) (3,150,000 )
------------------- ------------------
26,500,295 26,736,254
------------------- ------------------
Total partners' capital $ 26,791,894 $ 27,027,853
=================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2003 2002
-------------- --------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 816,147 $ 823,097
-------------- --------------
Cash Flows from Investing Activities:
Insurance proceeds for casualty loss on building 590,132 --
-------------- --------------
Net cash provided by investing activities 590,132 --
-------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (787,500 ) (787,500 )
Distributions to holder of minority interest -- (4,125 )
-------------- --------------
Net cash used in financing activities (787,500 ) (791,625 )
-------------- --------------
Net Increase in Cash and Cash Equivalents 618,779 31,472
Cash and Cash Equivalents at Beginning of Quarter 1,168,450 1,126,921
-------------- --------------
Cash and Cash Equivalents at End of Quarter $ 1,787,229 $ 1,158,393
============== ==============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
quarter $ 787,500 $ 787,500
============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2003 and 2002
1. Basis of Presentation:
---------------------
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary to a fair
statement of the results for the interim periods presented. Operating
results for the quarter ended March 31, 2003 may not be indicative of
the results that may be expected for the year ending December 31, 2003.
Amounts as of December 31, 2002, included in the financial statements,
have been derived from audited financial statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund VI, Ltd. (the "Partnership") for the year ended December
31, 2002.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and
strengthen existing accounting guidance that addresses when a company
should include the assets, liabilities and activities of another entity
in its financial statements. To improve financial reporting by
companies involved with variable interest entities (more commonly
referred to as special-purpose entities or off-balance sheet
structures), FIN 46 requires that a variable interest entity be
consolidated by a company if that company is subject to a majority risk
of loss from the variable interest entity's activities or entitled to
receive a majority of the entity's residual returns or both. Prior to
FIN 46, a company generally included another entity in its consolidated
financial statements only if it controlled the entity through voting
interests. Consolidation of variable interest entities will provide
more complete information about the resources, obligations, risks and
opportunities of the consolidated company. The consolidation
requirements of FIN 46 apply immediately to variable interest entities,
created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The
general partners believe adoption of this standard may result in either
consolidation or additional disclosure requirements with respect to the
Partnership's unconsolidated joint ventures or properties held with
affiliates of the general partners as tenants-in-common, which are
currently accounted for under the equity method. However, such
consolidation is not expected to significantly impact the Partnership's
results of operations.
2. Reclassification:
----------------
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Real Estate Properties with Operating Leases:
--------------------------------------------
In October 2002, the building on the property in Marietta, Georgia was
destroyed by fire and the tenant terminated its lease relating to this
property. As a result, the Partnership recorded a provision for
write-down of assets of approximately $73,600 as of December 31, 2002.
In March 2003, the Partnership received approximately $590,100 in
insurance proceeds, resulting in a gain on casualty loss of
approximately $12,400 during the quarter ended March 31, 2003.
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2003 and 2002
4. Discontinued Operations:
-----------------------
During 2002, the Partnership identified and sold one property, owned by
Caro Joint Venture, in which the Partnership owned a 66.14% interest
and accounted for under the consolidation method, that was classified
as Discontinued Operations in the accompanying financial statements. In
January 2003, the Partnership identified another property for sale. The
Partnership recorded provisions for write-down of assets relating to
this property in previous years.
The operating results of the discontinued operations for the above
properties are as follows:
Quarter Ended March 31,
2003 2002
------------------ ---------------
Rental revenues $ 19,978 $ 42,037
Other income -- 1,090
Expenses (225 ) (4,449 )
Minority interest in income of consolidated joint
venture -- (6,313 )
------------------ ---------------
Income from discontinued operations $ 19,753 $ 32,365
================== ===============
5. Commitment:
-----------
In January 2003, the Partnership entered into an agreement with a third
party to sell the property in Broken Arrow, Oklahoma.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CNL Income Fund VI, 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 arrangements, both newly constructed and
existing restaurant properties, as well as land upon which restaurants were to
be constructed (the "Properties"), which are leased primarily to operators of
selected national and regional fast-food and family-style restaurant chains
(collectively, the "Properties"). The leases are triple-net leases, with the
lessees generally responsible for all repairs and maintenance, property taxes,
insurance, and utilities As of March 31, 2002, the Partnership owned 24
Properties directly and 14 Properties indirectly through joint venture or
tenancy in common arrangements. As of March 31, 2003, the Partnership owned 24
Properties directly and 15 Properties indirectly through joint venture or
tenancy in common arrangements.
Capital Resources
Cash from operating activities was $816,147 and $823,097 for the
quarters ended March 31, 2003 and 2002, respectively. The decrease in cash from
operating activities during the quarter ended March 31, 2003, as compared to the
same period of 2002 was the result of changes in income and expenses.
Other sources and uses of cash included the following during the
quarter ended March 31, 2003.
In October 2002, the building on the Property in Marietta, Georgia was
destroyed by fire. In March 2003, the Partnership collected approximately
$590,100 in insurance proceeds relating to this Property, resulting in a gain on
casualty loss of approximately $12,400 during the quarter ended March 31, 2003.
The Partnership intends to use these proceeds to either construct a new building
or to invest in an additional Property.
At March 31, 2003, the Partnership had $1,787,229 in cash and cash
equivalents, as compared to $1,168,450 at December 31, 2002. This increase was
primarily a result of the Partnership holding sales proceeds and the insurance
proceeds at March 31, 2003. The funds remaining at March 31, 2003, after the
payment of distributions and other liabilities, will be used to invest in
additional Properties and to meet the Partnership's working capital needs.
Short-Term Liquidity
The Partnership's investment strategy of acquiring Properties for cash
and leasing them under triple-net leases to operators who generally meet
specified financial standards minimizes the Partnership's operating expenses.
The general partners believe that the leases will generate net cash flow in
excess of operating expenses.
The Partnership's short-term liquidity requirements consist primarily
of the operating expenses of the Partnership.
The general partners have the right, but not the obligation, to make
additional capital contributions if they deem it appropriate in connection with
the operations of the Partnership.
Total liabilities of the Partnership, including distributions payable,
were $921,715 at March 31, 2003, as compared to $891,111 at December 31, 2002.
The increase in liabilities at March 31, 2003 was primarily due to an increase
in accounts payable and rents paid in advance at March 31, 2003, as compared to
December 31, 2002. The general partners believe that the Partnership has
sufficient cash on hand to meet its current working capital needs.
In January 2003, the Partnership entered into an agreement with a third
party to sell the Property in Broken Arrow, Oklahoma. As a result, the
Partnership reclassified the assets relating to this Property to real estate
held for sale. As of May 5, 2003, the sale had not occurred.
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 cash from operations, the Partnership declared distributions to
limited partners of $787,500 for each of the quarters ended March 31, 2003 and
2002. This represents distributions of $11.25 per unit for the quarters ended
March 31, 2003 and 2002. No distributions were made to the general partners for
the quarters ended March 31, 2003 and 2002. No amounts distributed to the
limited partners for the quarters ended March 31, 2003 and 2002 are required to
be or have been treated by the Partnership as a return of capital for purposes
of calculating the limited partners' return on their adjusted capital
contributions. The Partnership intends to continue to make distributions of cash
available for distribution to the limited partners on a quarterly basis.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $532,391 during the quarter ended March 31,
2003, as compared to $561,113 during the same period of 2002. Rental revenues
were lower during the quarter ended March 31, 2003 because the Partnership
stopped recording rental revenues in October 2002 when the building on the
Property in Marietta, Georgia was destroyed by fire and the tenant terminated
the lease relating to this Property. In March 2003, the Partnership received
approximately $590,100 in insurance proceeds and intends to use these proceeds
to construct a new building or invest in an additional Property.
During 2002, a tenant, Loco Lupe's of Hermitage, Inc., filed for
bankruptcy. As of May 5, 2003, the Partnership has continued receiving rental
payments relating to this lease. 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 rejects this lease will have an adverse effect on the
results of operations of the Partnership if the Partnership is unable to
re-lease the Property in a timely manner.
The Partnership also earned $189,734 attributable to net income earned
by joint ventures during the quarter ended March 31, 2003, as compared to
$169,719 during the same period of 2002. Net income earned by joint ventures was
higher during the quarter ended March 31, 2003, because subsequent to March 31,
2002, the Partnership acquired two Properties, each as a separate tenancy in
common arrangement with CNL Income Fund XI, Ltd., a Florida limited partnership
and an affiliate of general partners. The increase in net income earned by joint
ventures was partially offset by the fact that during 2002, Houlihan's
Restaurant, Inc., which leased the Property owned by Show Low Joint Venture,
filed for bankruptcy and rejected the lease relating to this Property. As a
result, the joint venture, in which the Partnership owns a 36% interest, stopped
recording rental revenues relating to this Property. The lost revenues resulting
from this vacant Property and the Property in Marietta, Georgia will continue to
have an adverse effect on the results of operations of the Partnership until the
Properties are re-leased or sold.
Operating expenses, including depreciation and amortization expense,
were $206,154 during the quarter ended March 31, 2003, as compared to $201,360
during the same period of 2002. Operating expenses were higher during the
quarter ended March 31, 2003, due to an increase in the amount of state tax
expense relating to several states in which the Partnership conducts business.
The increase in operating expenses during the quarter ended March 31, 2003, was
partially offset by a decrease in the costs incurred for administrative expenses
for servicing the Partnership and its Properties and a decrease in depreciation
expense as a result of the building on the Property in Marietta, Georgia being
destroyed by fire in October 2002.
In March 2003, the Partnership received insurance proceeds relating to
the Property in Marietta, Georgia that was destroyed by fire in October 2002, as
described above. As a result, the Partnership recorded a gain on casualty loss
of building of $12,356 during the quarter ended March 31, 2003.
During the year ended December 31, 2002, the Partnership identified and
sold one Property, owned by Caro Joint Venture, in which the Partnership owned a
66.14% interest and accounted for under the consolidation method, that was
classified as Discontinued Operations in the accompanying financial statements.
In addition, in January 2003, the Partnership identified for sale its Property
in Broken Arrow, Oklahoma. As a result, the Partnership reclassified this asset
from real estate properties with operating leases to real estate held for sale.
The reclassified asset was recorded at the lower of its carrying amount or fair
value, less cost to sell. The Partnership recognized net rental income (rental
revenues less Property related expenses), of $32,365 during the quarter ended
March 31, 2002 relating to these two Properties. The Partnership recognized net
rental income of $19,753 during the quarter ended March 31, 2003, relating to
the Property in Broken Arrow, Oklahoma. The Partnership recorded provisions for
write-down of assets in previous years relating to this Property. As of May 5,
2003, the Partnership had not sold this Property.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. Consolidation of variable
interest entities will provide more complete information about the resources,
obligations, risks and opportunities of the consolidated company. The
consolidation requirements of FIN 46 apply immediately to variable interest
entities created after January 31, 2003, and to older entities, in the first
fiscal year or interim period beginning after June 15, 2003. The general
partners believe adoption of this standard may result in either consolidation or
additional disclosure requirements with respect to the Partnership's
unconsolidated joint ventures or Properties held with affiliates of the general
partners as tenants-in-common, which are currently accounted for under the
equity method. However, such consolidation is not expected to significantly
impact the Partnership's results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures within 90 days prior to the
filing of this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
Subsequent to the above evaluation, there were no significant changes
in internal controls or other factors that could significantly affect these
controls, including any corrective actions with regard to significant
deficiencies and material weaknesses.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
-----------------
Item 2. Changes in Securities. Inapplicable.
---------------------
Item 3. Defaults upon Senior Securities. Inapplicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders. Inapplicable.
---------------------------------------------------
Item 5. Other Information. Inapplicable.
-----------------
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits
3.1 Certificate of Limited Partnership of CNL Income
Fund VI, Ltd. (Included as Exhibit 3.3 to
Registration Statement No. 33-23892 on Form S-11
and incorporated herein by reference.)
4.1 Certificate of Limited Partnership of CNL Income
Fund VI, Ltd. (Included as Exhibit 4.2 to
Registration Statement No. 33-23892 on Form S-11
and incorporated herein by reference.)
4.2 Agreement and Certificate of Limited Partnership
of CNL Income Fund VI, Ltd. (Included as Exhibit
4.2 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, 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 Exchange Commission on August 9, 2001,
and incorporated herein by reference).
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc.
(Included as Exhibit 10.5 to Form 10-Q filed with
the Securities and Exchange Commission on August
13, 2002, and incorporated herein by reference.)
99.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
99.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the
quarter ended March 31, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 6th day of May, 2003.
CNL INCOME FUND VI, LTD.
By: CNL REALTY CORPORATION
General Partner
By:/s/ James M. Seneff, Jr.
-------------------------
JAMES M. SENEFF, JR.
Chief Executive Officer
(Principal Executive Officer)
By:/s/ Robert A. Bourne
-------------------------
ROBERT A. BOURNE
President and Treasurer
(Principal Financial and
Accounting Officer)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
OF CORPORATE GENERAL PARTNER
PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James M. Seneff, Jr., the Chief Executive Officer of CNL Realty
Corporation, the corporate general partner of CNL Income Fund VI, Ltd. (the
"registrant"), certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 6, 2003
/s/ James M. Seneff, Jr.
- ---------------------------
James M. Seneff, Jr.
Chief Executive Officer
CERTIFICATION OF CHIEF FINANCIAL OFFICER
OF CORPORATE GENERAL PARTNER
PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the corporate general partner of CNL Income Fund VI, Ltd. (the "registrant")
certify that:
1. I have reviewed this quarterly report on Form 10-Q of the
registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
a. designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures
based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent function):
a. all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and
report financial data and have identified for the
registrant's auditors any material weaknesses in internal
controls; and
b. any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officer and I have indicated in
this quarterly report whether or not there were significant changes
in internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: May 6, 2003
/s/ Robert A. Bourne
- ---------------------
Robert A. Bourne
President and Treasurer
EXHIBIT INDEX
Exhibit Number
(c) Exhibits
3.1 Certificate of Limited Partnership of CNL Income Fund VI,
Ltd. (Included as Exhibit 3.3 to Registration Statement
No. 33-23892 on Form S-11 and incorporated herein by
reference.)
4.1 Certificate of Limited Partnership of CNL Income Fund VI,
Ltd. (Included as Exhibit 4.2 to Registration Statement
No. 33-23892 on Form S-11 and incorporated herein by
reference.)
4.2 Agreement and Certificate of Limited Partnership of CNL
Income Fund VI, Ltd. (Included as Exhibit 4.2 to Form
10-K filed with the Securities and Exchange Commission on
April 1, 1996, 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
Exchange Commission on August 9, 2001, and incorporated
herein by reference).
10.5 Assignment of Management Agreement from CNL APF Partners,
LP to CNL Restaurants XVIII, Inc. (Included as Exhibit
10.5 to Form 10-Q filed with the Securities and Exchange
Commission on August 13, 2002, and incorporated herein by
reference.)
99.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. (Filed herewith.)
99.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002. (Filed herewith.)
EXHIBIT 99.1
EXHIBIT 99.2