FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT of 1934
For the quarterly period ended March 31, 2004
--------------------------------------
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT of 1934
For the transition period from ___________________ to ____________________
Commission file number
0-19144
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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,
2004 2003
------------------- -------------------
ASSETS
Real estate properties with operating leases, net $ 15,101,888 $ 15,195,872
Net investment in direct financing leases 1,761,594 1,777,315
Real estate held for sale -- 399,885
Investment in joint ventures 7,845,749 7,875,770
Cash and cash equivalents 3,102,453 1,569,729
Receivables, less allowance for doubtful accounts
of $65,172 and $27,488, respectively -- 144,162
Accrued rental income, less allowance for doubtful
accounts of $9,314 and $9,697, respectively 562,672 564,672
Other assets 18,974 31,310
------------------- -------------------
$ 28,393,330 $ 27,558,715
=================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 20,338 $ 6,728
Real estate taxes payable 5,476 14,220
Distributions payable 787,500 787,500
Due to related parties 30,227 12,517
Rents paid in advance 43,226 58,650
------------------- -------------------
Total liabilities 886,767 879,615
Minority interest 440,937 443,607
Partners' capital 27,065,626 26,235,493
------------------- -------------------
$ 28,393,330 $ 27,558,715
=================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
-------------- ---------------
Revenues:
Rental income from operating leases $ 482,275 $ 512,733
Earned income from direct financing leases 49,555 51,298
Contingent rental income 15,603 3,430
Interest and other income 163 31
-------------- ---------------
547,596 567,492
-------------- ---------------
Expenses:
General operating and administrative 85,259 72,925
Property related 8,837 1,319
Provision for doubtful accounts 8,976 --
State and other taxes 42,713 44,952
Depreciation and amortization 96,251 94,397
Provision for write-down of assets 6,835 --
-------------- ---------------
248,871 213,593
-------------- ---------------
Income before minority interest and equity
in earnings of unconsolidated joint ventures 298,725 353,899
Minority interest (8,594) (8,636)
Equity in earnings of unconsolidated joint ventures 183,107 174,185
-------------- ---------------
Income from continuing operations 473,238 519,448
-------------- ---------------
Discontinued operations:
Income from discontinued operations 5,353 32,093
Gain on disposal of discontinued operations 1,139,042 --
-------------- ---------------
1,144,395 32,093
-------------- ---------------
Net income $ 1,617,633 $ 551,541
============== ===============
Income per limited partner unit:
Continuing operations $ 6.76 $ 7.42
Discontinued operations 16.35 0.46
-------------- ---------------
$ 23.11 $ 7.88
============== ===============
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,
2004 2003
------------------- ------------------
General partners:
Beginning balance $ 291,598 $ 291,598
Net income -- --
------------------- ------------------
291,598 291,598
------------------- ------------------
Limited partners:
Beginning balance 25,943,895 26,736,255
Net income 1,617,633 2,357,640
Distributions ($11.25 and $45.00 per
limited partner unit, respectively) (787,500) (3,150,000)
------------------- ------------------
26,774,028 25,943,895
------------------- ------------------
Total partners' capital $ 27,065,626 $ 26,235,493
=================== ==================
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,
2004 2003
-------------- --------------
Net cash provided by operating activities $ 792,561 $ 827,464
-------------- --------------
Cash flows from investing activities:
Insurance proceeds for casualty loss on building -- 590,132
Proceeds from sale of assets 1,588,927 --
Payment of lease costs (50,000) --
-------------- --------------
Net cash provided by investing activities 1,538,927 590,132
-------------- --------------
Cash flows from financing activities:
Distributions to limited partners (787,500) (787,500)
Distributions to holder of minority interest (11,264) (11,277)
-------------- --------------
Net cash used in financing activities (798,764) (798,777)
-------------- --------------
Net increase in cash and cash equivalents 1,532,724 618,819
Cash and cash equivalents at beginning of quarter 1,569,729 1,169,848
-------------- --------------
Cash and cash equivalents at end of quarter $ 3,102,453 $ 1,788,667
============== ==============
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, 2004 and 2003
1. Basis of Presentation
The accompanying unaudited condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and do not
include all of the information and note disclosures required by
generally accepted accounting principles. The financial statements
reflect all adjustments, consisting of normal recurring adjustments,
which are, in the opinion of the general partners, necessary for a fair
statement of the results for the interim periods presented. Operating
results for the quarter ended March 31, 2004 may not be indicative of
the results that may be expected for the year ending December 31, 2004.
Amounts as of December 31, 2003, included in the financial statements,
have been derived from audited financial statements as of that date.
These unaudited financial statements should be read in conjunction with
the financial statements and notes thereto included in Form 10-K of CNL
Income Fund VI, Ltd. (the "Partnership") for the year ended December
31, 2003.
The Partnership accounts for its 64.29% interest in Warren Joint
Venture using the consolidation method. Minority interest represents
the minority joint venture partner's proportionate share of the equity
in the joint venture. All significant intercompany accounts and
transactions have been eliminated.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. The primary beneficiary of
a variable interest entity is the party that absorbs a majority of the
entity's expected losses, receives a majority of its expected residual
returns, or both, as a result of holding variable interests, which are
the ownership, contractual, or other pecuniary interests in an entity
that change with changes in the fair value of the entity's net assets
excluding variable interests. Prior to FIN 46R, a company generally
included another entity in its financial statements only if it
controlled the entity through voting interests. Application of FIN 46R
is required in financial statements of public entities that have
interests in variable interest entities for periods ending after March
15, 2004. The Partnership has adopted FIN 46R as of March 31, 2004,
which resulted in the consolidation of a certain previously
unconsolidated joint venture. FIN 46R does not require, but does permit
restatement of previously issued financial statements. The Partnership
has restated prior year's financial statements to maintain
comparability between the periods presented. These restatements had no
effect on partners' capital or net income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 presentation. These reclassifications
had no effect on total partners' capital or net income.
CNL INCOME FUND VI, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
3. Discontinued Operations
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 of insurance proceeds, resulting in a gain on casualty loss of
approximately $12,400. The Partnership had recorded a provision for
write-down of assets in the previous year relating to this property. In
September 2003, the Partnership entered into a new lease, with a new
tenant for this property. In March 2004, the Partnership sold the
property and received net sales proceeds of approximately $1,588,900,
resulting in a gain on disposal of discontinued operations of
approximately $1,139,000.
The following presents the operating results of the discontinued
operations for this property, along with the property in Broken Arrow,
Oklahoma that was sold in June 2003.
Quarter Ended
March 31,
2004 2003
----------------- --------------
Rental revenues $ 8,334 $ 19,978
Expenses (2,981) (241)
Gain on casualty loss of building -- 12,356
----------------- --------------
Income from discontinued
Operations $ 5,353 $ 32,093
================= ==============
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, 2003, the Partnership owned 24
Properties directly and 15 Properties indirectly through joint venture or
tenancy in common arrangements. As of March 31, 2004, the Partnership owned 22
Properties directly and 15 Properties indirectly through joint venture or
tenancy in common arrangements.
Capital Resources
Net cash provided by operating activities was $792,561 and $827,464 for
the quarters ended March 31, 2004 and 2003, respectively. In March 2004, the
Partnership sold its Property in Marietta, Georgia, to the tenant and received
net sales proceeds of approximately $1,588,900, resulting in a gain on disposal
of discontinued operations of approximately $1,139,000. The Partnership had
recorded a provision for write-down of assets in a previous year relating to
this Property. The Partnership intends to reinvest these proceeds in an
additional Property or to pay liabilities of the Partnership as needed.
At March 31, 2004, the Partnership had $3,102,453 in cash and cash
equivalents, as compared to $1,569,729 at December 31, 2003. At March 31, 2004,
these funds were held in a demand deposit account at a commercial bank. The
increase was primarily a result of the Partnership holding sales proceeds at
March 31, 2004. The funds remaining at March 31, 2004, 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.
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 net cash provided by operations, the Partnership declared distributions
to limited partners of $787,500 for each of the quarters ended March 31, 2004
and 2003. This represents distributions of $11.25 per unit for each of the
quarters ended March 31, 2004 and 2003. No distributions were made to the
general partners for the quarters ended March 31, 2004 and 2003. No amounts
distributed to the limited partners for the quarters ended March 31, 2004 and
2003 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, including distributions payable, were $886,767 at
March 31, 2004, as compared to $879,615 at December 31, 2003. 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
Rental revenues from continuing operations were $531,830 during the
quarter ended March 31, 2004, as compared to $564,031 during the same period of
2003. The decrease in rental revenues from continuing operations was primarily a
result of the fact that during 2002, a tenant, Loco Lupe's of Hermitage, Inc.,
filed for Chapter 11 bankruptcy protection, and although the tenant affirmed the
one lease it had with the Partnership, the tenant stopped making rental payments
in September 2003 and vacated the Property in March 2004. The lost revenues 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.
In December 2003, Waving Leaves, Inc., the tenant of the Property in
Waynesburg, Ohio filed for Chapter 11 bankruptcy protection. 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. As
of May 3, 2004, the Partnership has received all rental payments relating to
this lease. The lost revenues that would result if the tenant were to reject
this lease will have an adverse effect on the results of operations of the
Partnership if the Partnership is not able to re-lease the Property in a timely
manner.
The Partnership also earned $15,603 in contingent rental income during
the quarter ended March 31, 2004, as compared to $3,430 during the same period
of 2003. The increase in contingent rental income during 2004 was due to an
increase in reported gross sales of the restaurants with leases that require the
payment of contingent rents.
The Partnership also earned $183,107 attributable to net income earned
by unconsolidated joint ventures during the quarter ended March 31, 2004, as
compared to $174,185 during the same period of 2003. Net income earned by
unconsolidated joint ventures was higher during 2004 primarily because in
November 2003 the Partnership acquired a Property in Dalton, Georgia, as
tenants-in-common, with CNL Income Fund XI, Ltd., CNL Income Fund XV, Ltd., and
CNL Income Fund XVI, Ltd., each of which is a Florida limited partnership and an
affiliate of the general partners.
In October 2003, Chevy's, Inc., the tenant of the Property in
Vancouver, Washington, which the Partnership owns as tenants-in-common with
affiliates of the general partners, filed for Chapter 11 bankruptcy protection.
The Partnership owns a 23.04% interest in this Property. While the tenant has
neither rejected nor affirmed the one lease it has, there can be no assurance
that the lease will not be rejected in the future. From the bankruptcy date
through May 3, 2004, the tenancy in common has received all rental payments
relating to this lease. 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 of the Partnership if the tenancy in common is not
able to re-lease the Property in a timely manner.
Operating expenses, including depreciation and amortization expense and
provision for write-down of assets, were $248,871 during the quarter ended March
31, 2004, as compared to $213,593 during the same period of 2003. During 2004
the Partnership incurred certain property related expenses, such as legal fees,
repairs and maintenance, insurance and real estate taxes relating to the
Property in Hermitage, Tennessee. The tenant stopped making rental payments in
September 2003 and vacated the Property in March 2004. In addition, during 2004,
the Partnership recorded a provision for doubtful accounts of approximately
$9,000 relating to past due amounts and a provision for write-down of assets of
approximately $6,800. The provision for write-down of assets represented the
difference between the Property's net carrying value and its estimated fair
value. The Partnership will continue to incur property related expenses relating
to this Property until the Partnership is able to re-lease the Property. In
addition, operating expenses were higher during the quarter ended March 31,
2004, as compared to the same period of 2003, partially because the Partnership
incurred additional general operating and administrative expenses, including
legal fees.
The Partnership recognized income from discontinued operations (rental
revenues and gain on casualty loss of building less property related expenses)
of $32,093 during the quarter ended March 31, 2003, relating to the Properties
in Broken Arrow, Oklahoma and Marietta, Georgia. The Partnership sold the
Property in Broken Arrow, Oklahoma in June 2003. In October 2002, the building
on the Property in Marietta, Georgia was destroyed by fire and the tenant
terminated its lease. In March 2003, the Partnership received approximately
$590,100 of insurance proceeds, resulting in a gain on casualty loss of
approximately $12,400. The Partnership had recorded a provision for write-down
of assets in 2002 relating to this Property. In September 2003, the Partnership
entered into a new lease, with a new tenant, resulting in income from
discontinued operations of $5,353 during the quarter ended March 31, 2004. The
Partnership sold this Property in March 2004 and recorded a gain on disposal of
discontinued operations of approximately $1,139,000.
The general partners continuously evaluate strategic alternatives for
the Partnership, including alternatives to provide liquidity to the limited
partners.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January 2003) ("FIN
46R"), "Consolidation of Variable Interest Entities" requiring existing
unconsolidated variable interest entities to be consolidated by their primary
beneficiaries. The primary beneficiary of a variable interest entity is the
party that absorbs a majority of the entity's expected losses, receives a
majority of its expected residual returns, or both, as a result of holding
variable interests, which are the ownership, contractual, or other pecuniary
interests in an entity that change with changes in the fair value of the
entity's net assets excluding variable interests. Prior to FIN 46R, a company
generally included another entity in its financial statements only if it
controlled the entity through voting interests. Application of FIN 46R is
required in financial statements of public entities that have interests in
variable interest entities for periods ending after March 15, 2004. The
Partnership has adopted FIN 46R as of March 31, 2004, which resulted in the
consolidation of a certain previously unconsolidated joint venture. FIN 46R does
not require, but does permit restatement of previously issued financial
statements. The Partnership has restated prior year's financial statements to
maintain comparability between the periods presented. These restatements had no
effect on partners' capital or net income.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES
The general partners maintain a set of disclosure controls and
procedures designed to ensure that information required to be disclosed in the
Partnership's filings under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The principal executive
and financial officers of the corporate general partner have evaluated the
Partnership's disclosure controls and procedures as of the end of the period
covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures are effective.
There was no change in internal control over financial reporting that
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Inapplicable.
-----------------
Item 2. Changes in Securities. Inapplicable.
---------------------
Item 3. 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 between CNL Income Fund VI, 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
Exchange Commission on August 9, 2001, and incorporated
herein by reference).
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included as
Exhibit 10.5 to Form 10-Q filed with the Securities and
Exchange Commission on August 13, 2002, and incorporated
herein by reference.)
31.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
31.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to Rule 13a-14 as Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. (Filed herewith.)
32.1 Certification of Chief Executive Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
32.2 Certification of Chief Financial Officer of Corporate
General Partner Pursuant to 18 U.S.C. Section 1350 as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. (Filed herewith.)
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter
ended March 31, 2004.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DATED this 11th, day of May, 2004.
CNL INCOME FUND 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 between CNL Income Fund VI, 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
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