FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the quarterly period ended June 30, 2003
--------------------------------------------------------------------------
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
---------------------------------------
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 5-7
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 10
Part II.
Other Information 11-12
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
June 30, December 31,
2003 2002
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 14,528,812 $ 14,701,960
Net investment in direct financing leases 1,807,401 1,835,770
Real estate held for sale -- 472,425
Investment in joint ventures 8,448,382 8,483,605
Cash and cash equivalents 2,083,915 1,168,450
Receivables, less allowance for doubtful accounts
of $9,774 in 2002 12,295 676,461
Accrued rental income, less allowance for doubtful
accounts of $9,697, in 2003 and 2002 556,715 550,037
Other assets 24,727 30,256
------------------- -------------------
$ 27,462,247 $ 27,918,964
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable $ 13,900 $ 34,851
Real estate taxes payable 7,584 13,010
Distributions payable 787,500 787,500
Due to related parties 14,946 14,423
Rents paid in advance 63,658 41,327
------------------- -------------------
Total liabilities 887,588 891,111
Partners' capital 26,574,659 27,027,853
------------------- -------------------
$ 27,462,247 $ 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 Six Months Ended
June 30, June 30,
2003 2002 2003 2002
------------- -------------- ------------- -------------
Revenues:
Rental income from operating leases $ 473,066 $ 508,268 $ 954,159 $1,016,536
Earned income from direct financing leases 50,881 52,475 102,179 105,320
Contingent rental income 7,339 7,388 10,769 17,163
Interest and other income 246 3,807 277 6,510
------------- -------------- ------------- -------------
531,532 571,938 1,067,384 1,145,529
------------- -------------- ------------- -------------
Expenses:
General operating and administrative 60,546 59,889 133,471 135,905
Property related 5,191 42,349 6,481 46,307
State and other taxes -- 173 44,952 28,636
Depreciation and amortization 86,987 92,923 173,974 185,846
------------- -------------- ------------- -------------
152,724 195,334 358,878 396,694
------------- -------------- ------------- -------------
Income Before Gain on Casualty Loss of Building and
Equity in Earnings of Unconsolidated Joint Ventures 378,808 376,604 708,506 748,835
Gain on Casualty Loss of Building -- -- 12,356 --
Equity in Earnings of Unconsolidated Joint Ventures 169,551 170,708 359,285 340,427
------------- -------------- ------------- -------------
Income from Continuing Operations 548,359 547,312 1,080,147 1,089,262
Discontinued Operations:
Income from discontinued operations 21,906 33,228 41,659 65,593
------------- -------------- ------------- -------------
Net Income $ 570,265 $ 580,540 $1,121,806 $1,154,855
============= ============== ============= =============
Income Per Limited Partner Unit:
Continuing Operations $ 7.84 $ 7.82 $ 15.43 $ 15.56
Discontinued Operations 0.31 0.47 0.60 0.94
------------- -------------- ------------- -------------
$ 8.15 $ 8.29 $ 16.03 $ 16.50
============= ============== ============= =============
Weighted Average Number of Limited Partner
Units Outstanding 70,000 70,000 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
Six Months Ended Year Ended
June 30, December 31,
2003 2002
-------------------- ------------------
General partners:
Beginning balance $ 291,598 $ 291,598
Net income -- --
-------------------- ------------------
291,598 291,598
-------------------- ------------------
Limited partners:
Beginning balance 26,736,255 27,413,939
Net income 1,121,806 2,472,316
Distributions ($22.50 and $45.00 per
limited partner unit, respectively) (1,575,000 ) (3,150,000 )
-------------------- ------------------
26,283,061 26,736,255
-------------------- ------------------
Total partners' capital $ 26,574,659 $ 27,027,853
==================== ==================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Six Months Ended
June 30,
2003 2002
-------------- --------------
Increase (Decrease) in Cash and Cash Equivalents
Net Cash Provided by Operating Activities $ 1,427,908 $ 1,480,524
-------------- --------------
Cash Flows from Investing Activities:
Insurance proceeds for casualty loss on building 590,132 --
Proceeds from sale of assets 472,425 --
Investment in joint venture -- (247,437 )
-------------- --------------
Net cash provided by (used in) investing activities 1,062,557 (247,437 )
-------------- --------------
Cash Flows from Financing Activities:
Distributions to limited partners (1,575,000 ) (1,575,000 )
Distributions to holder of minority interest -- (11,245 )
-------------- --------------
Net cash used in financing activities (1,575,000 ) (1,586,245 )
-------------- --------------
Net Increase (Decrease) in Cash and Cash Equivalents 915,465 (353,158 )
Cash and Cash Equivalents at Beginning of Period 1,168,450 1,126,921
-------------- --------------
Cash and Cash Equivalents at End of Period $ 2,083,915 $ 773,763
============== ==============
Supplemental Schedule of Non-Cash Financing
Activities:
Distributions declared and unpaid at end of
period $ 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 and Six Months Ended June 30, 2003 and 2002
1. Basis of Presentation:
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter and six months ended June 30, 2003 may not be
indicative of the results that may be expected for the year ending
December 31, 2003. Amounts as of December 31, 2002, included in the
financial statements, have been derived from audited financial
statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund 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. The consolidation requirements of FIN 46 apply immediately
to variable interest entities, created after January 31, 2003, and to
older entities, in the first fiscal year or interim period beginning
after June 15, 2003. The general partners believe adoption of this
standard may result in either consolidation or additional disclosure
requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method.
However, such consolidation is not expected to significantly impact the
Partnership's results of operations.
2. Reclassification:
Certain items in the prior year's financial statements have been
reclassified to conform to 2003 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. 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. 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 six months ended June 30, 2003. The
Partnership had recorded a provision for write-down of assets in the
previous year relating to this property.
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarter and Six Months Ended June 30, 2003 and 2002
4. Investment in Joint Ventures:
In June 2003, Show Low Joint Venture, in which the Partnership owns a
36% interest, entered into an agreement, with a third party, to sell
its vacant property in Greensboro, North Carolina. As a result, the
joint venture reclassified the asset from real estate property with an
operating lease 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. As a result, the joint venture recorded a provision for
write-down of assets of $55,500 during the quarter and six months ended
June 30, 2003. The provision represented the difference between the net
carrying value of the property and its estimated fair value. The joint
venture had recorded provisions for write-down of assets in previous
years relating to this property. In addition, the joint venture stopped
recording depreciation once the property was identified for sale. Based
on the pending contract to sell the property. The financial results for
this property are reflected as Discontinued Operations in the condensed
financial information presented below.
Auburn Joint Venture, Show Low Joint Venture, Asheville Joint Venture,
Melbourne Joint Venture, and Warren Joint Venture, each own and lease
one property to an operator of national fast-food or family-style
restaurants. In addition, the Partnership and affiliates as
tenants-in-common in ten separate tenancy in common arrangements each
own and lease one property to an operator of national fast-food or
family-style restaurants. The following presents the combined,
condensed financial information for the joint ventures and the
properties held as tenants-in-common with affiliates at:
June 30, December 31,
2003 2002
---------------- ----------------
Real estate properties with operating
leases, net $14,736,794 $ 14,884,873
Net investment in direct financing
leases 2,695,482 2,719,398
Real estate held for sale 497,260 562,600
Cash 68,205 34,613
Receivables 29,942 30,855
Accrued rental income 687,336 635,573
Other assets 100 444
Liabilities 17,413 3,519
Partners' capital 18,697,706 18,864,837
Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
------------ ---------------- ------------- ----------------
Revenues $ 505,845 $ 423,834 $1,009,058 $ 843,875
Expenses (75,704 ) (61,783 ) (151,036 ) (135,825 )
------------ ---------------- ------------- ----------------
Income from Continuing Operations 430,141 362,051 858,022 708,050
------------ ---------------- ------------- ----------------
Discontinued operations:
Revenues -- -- 94 6,860
Expenses (11,058 ) (11,501 ) (21,845 ) (20,425 )
Provision for write-down of assets (55,500 ) -- (55,500 ) --
------------ ---------------- ------------- ----------------
(66,558 ) (11,501 ) (77,251 ) (13,565 )
------------ ---------------- ------------- ----------------
Net Income $ 363,583 $ 350,550 $ 780,771 $ 694,485
============ ================ ============= ================
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarter and Six Months Ended June 30, 2003 and 2002
4. Investment in Joint Ventures - Continued:
The Partnership recognized income of $359,285 and $340,427 during the
six months ended June 30, 2003 and 2002, respectively, from these joint
ventures and tenancy in common arrangements, $169,551 and $170,708 of
which were earned during the quarters ended June 20, 2003 and 2002,
respectively.
5. 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 which was 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. In June 2003, the Partnership sold this property in
Broken Arrow, Oklahoma and recorded no gain or loss on disposal of
assets during the quarter and six months ended June 30, 2003. The
Partnership had recorded provisions for write-down of assets relating
to this property in previous years.
The operating results of the discontinued operations for these two
properties are as follows:
Quarter Ended June 30, Six Months Ended June 30,
2003 2002 2003 2002
------------- ------------- --------------- ------------
Rental revenues $ 21,906 $ 43,445 $ 41,884 $ 86,572
Expenses -- (3,651 ) (225 ) (8,100 )
Minority interest in income of
consolidated joint venture -- (6,566 ) -- (12,879 )
------------- ------------- --------------- ------------
Income from discontinued
operations $ 21,906 $ 33,228 $ 41,659 $ 65,593
============= ============= =============== ============
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 June 30, 2002, the Partnership owned 25
Properties directly and 15 Properties indirectly through joint venture or
tenancy in common arrangements. As of June 30, 2003, the Partnership owned 23
Properties directly and 15 Properties indirectly through joint venture or
tenancy in common arrangements.
Capital Resources
Cash from operating activities was $1,427,908 and $1,480,524 for the
six months ended June 30, 2003 and 2002, respectively. Other sources and uses of
cash included the following during the six months ended June 30, 2003.
In October 2002, the building on the Property in Marietta, Georgia was
destroyed by fire and the tenant terminated its lease relating to the Property.
In March 2003, the Partnership collected approximately $590,100 in insurance
proceeds relating to this Property, resulting in a gain of approximately $12,400
during the six months ended June 30, 2003. The Partnership intends to use these
proceeds to either construct a new building or to invest in an additional
Property.
In June 2003, the Partnership sold its Property in Broken Arrow,
Oklahoma, to a third party and received net sales proceeds of approximately
$472,400, resulting in no gain or loss on disposal assets during the quarter and
six months ended June 30, 2003. The Partnership had recorded provisions for
write-down of assets in previous years relating to this asset. The Partnership
intends to reinvest these proceeds in an additional Property or to pay
liabilities of the Partnership as needed.
At June 30, 2003, the Partnership had $2,083,915 in cash and cash
equivalents, as compared to $1,168,450 at December 31, 2002. At June 30, 2003,
these funds were held in demand deposit accounts at commercial banks. The
increase in cash and cash equivalents at June 30, 2003, as compared to December
31, 2002, was due to the Partnership holding the sales proceeds from the sale of
the Property in Broken Arrow, Oklahoma and the insurance proceeds relating to
the casualty loss on the Property in Marietta, Georgia. The funds remaining at
June 30, 2003, after the payment of distributions and other liabilities, will be
used to invest in an additional Property 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.
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 limited partners of $1,575,000 for each of the six
months ended June 30, 2003 and 2002, ($787,500 for each of the quarters ended
June 30, 2003 and 2002). This represents distributions of $22.50 per unit for
each of the six months ended June 30, 2003 and 2002, ($11.25 per unit for each
applicable quarter). No distributions were made to the general partners for the
quarters and six months ended June 30, 2003 and 2002. No amounts distributed to
the limited partners for the six months ended June 30, 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.
Total liabilities of the Partnership, including distributions payable,
were $887,588 at June 30, 2003, as compared to $891,111 at December 31, 2002.
The general partners believe that the Partnership has sufficient cash on hand to
meet its current working capital needs.
Long-Term Liquidity
The Partnership has no long-term debt or other long-term liquidity
requirements.
Results of Operations
Total rental revenues were $1,056,338 during the six months ended June
30, 2003, as compared to $1,121,856 during the same period of 2002, $523,947 and
$560,743 of which were earned during the second quarters of 2003 and 2002,
respectively. Rental revenues were lower during the quarter and six months ended
June 30, 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. In June 2003, the tenant affirmed the lease. The
Partnership has continued receiving rental payments relating to this lease.
The Partnership also earned $10,769 in contingent rental income during
the six months ended June 30, 2003, as compared to $17,163 during the same
period of 2002, $7,339 and $7,388 of which were earned during the second
quarters of 2003 and 2002, respectively.
The Partnership also earned $359,285 attributable to net income earned
by unconsolidated joint ventures during the six months ended June 30, 2003, as
compared to $340,427 during the same period of 2002, $169,551 and $170,708 of
which were earned during the quarters ended June 30, 2003 and 2002,
respectively. Net income earned by joint ventures was higher during the six
months ended June 30, 2003, because the Partnership acquired two Properties in
June 2002, each as a separate tenancy in common arrangement with CNL Income Fund
XI, Ltd., a Florida limited partnership and an affiliate of the 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. In addition, during the quarter and six months ended June 30,
2003, Show Low Joint Venture recorded a provision for write-down of assets of
$55,500 relating to this Property. The provision represented the difference
between the Property's net carrying value and its estimated fair value. The lost
revenues resulting from this vacant Property and the wholly-owned 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.
Operating expenses, including depreciation and amortization expense,
were $358,878 during the six months ended June 30, 2003, as compared to $396,694
during the same period of 2002, $152,724 and $195,334 of which were incurred
during the quarters ended June 30, 2003 and 2002, respectively. Operating
expenses were higher during the quarter and six months ended June 30, 2002,
because the Partnership elected to reimburse the tenant of the Properties in El
Paso, and Amarillo, Texas for certain renovation costs. In addition,
depreciation expense decreased during the quarter and six months ended June 30,
2003 as a result of the building on the Property in Marietta, Georgia being
destroyed by fire in October 2002. The decrease in operating expenses was
partially offset by an increase in state tax expense relating to several states
in which the Partnership conducts business.
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 of approximately
$12,400 during the six months ended June 30, 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. The Partnership recognized net rental income (rental
revenues less Property related expenses) of $33,228 and $65,593 during the
quarter and six months ended June 30, 2002, respectively, relating to these two
Properties. In June 2003, the Partnership sold the Property in Broken Arrow,
Oklahoma and recorded no gain or loss on disposal of assets. The Partnership had
recorded provisions for write-down of assets in previous years relating to this
Property. The Partnership recognized net rental income of $21,906 and $41,659
during the quarter and six months ended June 30, 2003, relating to this
Property.
During the quarter and six months ended June 30, 2003, Show Low Joint
Venture, in which the Partnership owns a 36% interest, entered into an
agreement, with a third party, to sell its vacant Property in Greensboro, North
Carolina. The financial results relating to this Property were classified as
Discontinued Operations in the combined, condensed financial information for the
joint ventures and the properties held as tenants-in-common with affiliates
reported in the footnotes to the accompanying financial statements. The
Partnership's pro-rata share of these amounts was included in equity in earnings
of unconsolidated joint ventures in the accompanying financial statements.
In January 2003, FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities" to expand upon and strengthen
existing accounting guidance that addresses when a company should include the
assets, liabilities and activities of another entity in its financial
statements. To improve financial reporting by companies involved with variable
interest entities (more commonly referred to as special-purpose entities or
off-balance sheet structures), FIN 46 requires that a variable interest entity
be consolidated by a company if that company is subject to a majority risk of
loss from the variable interest entity's activities or entitled to receive a
majority of the entity's residual returns or both. Prior to FIN 46, a company
generally included another entity in its consolidated financial statements only
if it controlled the entity through voting interests. The consolidation
requirements of FIN 46 apply immediately to variable interest entities created
after January 31, 2003, and to older entities, in the first fiscal year or
interim period beginning after June 15, 2003. The general partners believe
adoption of this standard may result in either consolidation or additional
disclosure requirements with respect to the Partnership's unconsolidated joint
ventures, which are currently accounted for under the equity method. However,
such consolidation is not expected to significantly impact the Partnership's
results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
-----------------
Item 2. Changes in Securities. Inapplicable.
---------------------
Item 3. 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.)
31.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to Rule 13a-14 as
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to Rule 13a-14 as
Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of
Corporate General Partner Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended
June 30, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATED this 5th day August, 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)
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.)
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