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
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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
0-19139
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CNL Income Fund VIII, Ltd.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-2963338
- ----------------------------------- -----------------------------
(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 VIII, LTD.
(A Florida Limited Partnership)
CONDENSED BALANCE SHEETS
March 31, December 31,
2004 2003
------------------ -------------------
ASSETS
Real estate properties with operating leases, net $ 18,095,808 $ 18,196,164
Net investment in direct financing leases 4,295,681 4,351,840
Real estate held for sale - 399,946
Investment in joint ventures 3,900,514 3,912,953
Cash and cash equivalents 2,541,180 1,709,779
Certificate of deposit 386,441 385,718
Receivables, less allowance for doubtful accounts
of $15,033 in 2004 and 2003 13,617 44,739
Accrued rental income 1,139,883 1,149,139
Other assets 70,624 90,929
------------------ -------------------
$ 30,443,748 $ 30,241,207
================== ===================
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable and accrued expenses $ 27,097 $ 9,203
Real estate taxes payable 19,260 10,743
Distributions payable 787,501 787,501
Due to related parties 87,172 67,705
Rents paid in advance and deposits 115,904 160,072
------------------ -------------------
Total liabilities 1,036,934 1,035,224
Minority interests 210,828 212,137
Partners' capital 29,195,986 28,993,846
------------------ -------------------
$ 30,443,748 $ 30,241,207
================== ===================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF INCOME
Quarter Ended
March 31,
2004 2003
-------------- ---------------
Revenues:
Rental income from operating leases $ 580,724 $ 566,075
Earned income from direct financing leases 137,066 143,852
Contingent rental income 12,867 7,489
Interest and other income 1,501 2,464
-------------- ---------------
732,158 719,880
-------------- ---------------
Expenses:
General operating and administrative 88,121 77,086
Property related 2,543 13,858
State and other taxes 50,039 45,737
Depreciation and amortization 101,116 103,193
-------------- ---------------
241,819 239,874
-------------- ---------------
Income before minority interests and equity
in earnings of unconsolidated joint ventures 490,339 480,006
Minority interests (5,405) (5,590)
Equity in earnings of unconsolidated joint ventures 94,971 96,476
-------------- ---------------
Income from continuing operations 579,905 570,892
-------------- ---------------
Discontinued operations:
Income from discontinued operations 18,620 14,381
Gain on the disposal of discontinued operations 391,116 -
-------------- ---------------
409,736 14,381
-------------- ---------------
Net income $ 989,641 $ 585,273
============== ===============
Income per limited partner unit:
Continuing operations $ 0.017 $ 0.016
Discontinued operations 0.011 0.001
-------------- ---------------
$ 0.028 $ 0.017
============== ===============
Weighted average number of limited partner
units outstanding 35,000,000 35,000,000
============== ===============
See accompanying notes to condensed financial statements.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF PARTNERS' CAPITAL
Quarter Ended Year Ended
March 31, December 31,
2004 2003
------------------- -----------------
General partners:
Beginning balance $ 286,349 $ 286,349
Net income -- --
------------------- -----------------
286,349 286,349
------------------- -----------------
Limited partners:
Beginning balance 28,707,497 29,424,875
Net income 989,641 2,432,626
Distributions ($0.023 and $0.090 per
limited partner unit, respectively (787,501) (3,150,004)
------------------- -----------------
28,909,637 28,707,497
------------------- -----------------
Total partners' capital $ 29,195,986 $ 28,993,846
=================== =================
See accompanying notes to condensed financial statements.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
CONDENSED STATEMENTS OF CASH FLOWS
Quarter Ended
March 31,
2004 2003
--------------- --------------
Net cash provided by operating activities $ 834,554 $ 930,511
--------------- --------------
Cash flows from investing activities:
Proceeds from sale of assets 791,062 --
--------------- --------------
Net cash provided by investing activities 791,062 --
--------------- --------------
Cash flows from financing activities:
Distributions to limited partners (787,501) (962,501)
Distributions to holders of minority interests (6,714) (6,869)
--------------- --------------
Net cash used in financing activities (794,215) (969,370)
--------------- --------------
Net increase (decrease) in cash and cash equivalents 831,401 (38,859)
Cash and cash equivalents at beginning of quarter 1,709,779 1,573,584
--------------- --------------
Cash and cash equivalents at end of quarter $ 2,541,180 $ 1,534,725
=============== ==============
Supplemental schedule of non-cash financing activities:
Distributions declared and unpaid at end of
quarter $ 787,501 $ 787,501
=============== ==============
See accompanying notes to condensed financial statements.
CNL INCOME FUND VIII, 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 VIII, Ltd. (the "Partnership") for the year ended December
31, 2003.
The Partnership accounts for its approximate 87.68% interest in Woodway
Joint Venture and its 85.54% interest in the Asheville Joint Venture
using the consolidation method. Minority interests represent the
minority joint venture partners' proportionate share of the equity in
the joint ventures. All significant intercompany accounts and
transactions have been eliminated.
In December 2003, the Financial Accounting Standards Board issued a
revision to FASB Interpretation No. 46 (originally issued in January
2003) ("FIN 46R"), "Consolidation of Variable Interest Entities"
requiring existing unconsolidated variable interest entities to be
consolidated by their primary beneficiaries. The primary beneficiary of
a variable interest entity is the party that absorbs a majority of the
entity's expected losses, receives a majority of its expected residual
returns, or both, as a result of holding variable interests, which are
the ownership, contractual, or other pecuniary interests in an entity
that change with changes in the fair value of the entity's net assets
excluding variable interests. Prior to FIN 46R, a company generally
included another entity in its financial statements only if it
controlled the entity through voting interests. Application of FIN 46R
is required in financial statements of public entities that have
interests in variable interest entities for periods ending after March
15, 2004. The Partnership has adopted FIN 46R as of March 31, 2004,
which resulted in the consolidation of a certain previously
unconsolidated joint venture. FIN 46R does not require, but does permit
restatement of previously issued financial statements. The Partnership
has restated prior year's financial statements to maintain
comparability between the periods presented. These restatements had no
effect on partners' capital or net income.
2. Reclassification
Certain items in the prior year's financial statements have been
reclassified to conform to 2004 presentation. These reclassifications
had no effect on total partners' capital or net income.
3. Discontinued Operations
During 2004, the Partnership identified one property for sale. During
the quarter ended March 31, 2004, the Partnership sold its property in
Tiffin, Ohio, to a third party, and received net sales proceeds of
approximately $791,100 resulting in a gain on disposal of discontinued
operations of approximately $391,100.
CNL INCOME FUND VIII, LTD.
(A Florida Limited Partnership)
NOTES TO CONDENSED FINANCIAL STATEMENTS
Quarters Ended March 31, 2004 and 2003
3. Discontinued Operations - continued
The following presents the operating results of the discontinued
operations for this property:
Quarter Ended March 31,
2004 2003
--------------- --------------
Rental revenues $ 18,620 $ 17,468
Expenses -- (3,087)
--------------- --------------
Income from discontinued operations $ 18,620 $ 14,381
=============== ==============
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
CNL Income Fund VIII, Ltd. (the "Partnership") is a Florida limited
partnership that was organized on August 18, 1989 to acquire for cash, either
directly or through joint venture arrangements, both newly constructed and
existing restaurants, as well as land upon which restaurants were to be
constructed (the "Properties"), which are leased primarily to operators of
national and regional fast-food and family-style restaurant chains. The leases
are generally triple-net leases, with the lessees responsible for all repairs
and maintenance, property taxes, insurance and utilities. The Partnership owned
25 and 26 Properties directly as of March 31, 2004 and 2003, respectively. In
addition, the Partnership also owned 13 Properties indirectly through joint
venture or tenancy in common arrangements as of March 31, 2004 and 2003.
Capital Resources
Net cash provided by operating activities was $834,554 and $930,511 for
the quarters ended March 31, 2004 and 2003, respectively. The decrease in net
cash provided by operating activities during the quarter ended March 31, 2004
was a result of changes in the Partnership's working capital, such as the timing
of transactions relating to the collection of receivables and the payment of
expenses.
During the quarter ended March 31, 2004, the Partnership sold its
Property in Tiffin, Ohio to a third party and received net sales proceeds of
approximately $791,100 resulting in a gain on disposal of discontinued
operations of approximately $391,100. The general partners intend to reinvest
the net sales proceeds in additional Properties or to pay liabilities.
Cash and cash equivalents increased to $2,541,180 at March 31, 2004,
from $1,709,779 at December 31, 2003. At March 31, 2004, these funds were held
in demand deposit accounts at a commercial bank and a certificate of deposit
with a 90-day or less maturity date. The increase in cash and cash equivalents
at March 31, 2004 was primarily a result of holding sales proceeds from the
current year sale. The funds remaining at March 31, 2004, after the payment of
distributions and other liabilities, will be used to invest in a 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 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 Partnership's operations.
The Partnership generally distributes cash from operations remaining
after the payment of the operating expenses of the Partnership, to the extent
that the general partners determine that such funds are available for
distribution. Based on cash from operations, the Partnership declared
distributions to limited partners of $787,501 for each of the quarters ended
March 31, 2004 and 2003. This represents distributions for each applicable
quarter of $0.023 per unit. 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 of the Partnership, including distributions payable,
were $1,036,934 and $1,035,224 at March 31, 2004 and December 31, 2003,
respectively. 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 $717,790 for the
quarter ended March 31, 2004 as compared to $709,927 in the same period in 2003.
Rental revenues from continuing operations remained relatively constant because
the only change in the leased Property portfolio related to a Property accounted
for as discontinued operations.
In December 2003, Waving Leaves, Inc., the tenant of the Properties in
Jefferson, Lexington, and Grafton, Ohio filed for Chapter 11 bankruptcy
protection and rejected the leases relating to the Properties in Lexington and
Grafton, Ohio. As of May 3, 2004, the Partnership has received from the
guarantor all rental payments relating to these leases. The lost revenues that
would result if the guarantor were to cease making rental payments would 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.
In March 2004, the Partnership entered into an agreement, effective
January 2004, to provide temporary and partial rent deferral to a tenant who is
experiencing liquidity difficulties. The Partnership anticipates that deferring
the monthly rent through December 2004 on the one lease the tenant has with the
Partnership will provide the necessary relief to the tenant. Rental payment
terms revert to the original terms beginning in January 2005. Repayment of the
deferred amounts is secured by letters of credit and scheduled to begin in
January 2005 and continue for 60 months. The general partners do not believe
that this temporary decline in cash flows will have a material adverse effect on
the operating results of the Partnership.
During the quarters ended March 31, 2004 and 2003, the Partnership
earned $12,867 and $7,489, respectively, in contingent rental income. 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 rental income.
During the quarters ended March 31, 2004 and 2003, the Partnership
earned $94,971 and $96,476, respectively, attributable to net income earned by
unconsolidated joint ventures. Net income earned by unconsolidated joint
ventures remained relatively constant because there were no changes in the
unconsolidated joint ventures' leased property portfolio.
Operating expenses, including depreciation and amortization expense,
were $241,819 and $239,874 for the quarters ended March 31, 2004 and 2003,
respectively. Operating expenses were higher during the quarter ended March 31,
2004, primarily because the Partnership incurred additional general operating
and administrative expenses, including legal fees. The increase was partially
offset by a decrease in the amount of property related expenses, such as real
estate taxes, relating to the Property in Brandon, Florida.
The Partnership recognized income from discontinued operations (rental
revenues less property related expenses) of $14,381 during the quarter ended
March 31, 2003, relating to the Property in Tiffin, Ohio. During the quarter
ended March 31, 2004, the Partnership sold this Property to a third party
resulting in a gain on disposal of discontinued operations of approximately
$391,100. The Partnership recognized income from discontinued operations of
$18,620 during the quarter ended March 31, 2004, relating to this Property.
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 Affidavit and Certificate of Limited Partnership of CNL
Income Fund VIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund VIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund VIII, 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 VIII, Ltd.
and CNL Investment Company. (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on April 1, 1996, and incorporated herein by
reference.)
10.2 Assignment of Management Agreement from CNL Investment
Company to CNL Income Fund Advisors, Inc. (Included as
Exhibit 10.2 to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and incorporated
herein by reference.)
10.3 Assignment of Management Agreement from CNL Income Fund
Advisors, Inc. to CNL Fund Advisors, Inc. (Included as
Exhibit 10.3 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and incorporated
herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2001, and incorporated
herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included as
Exhibit 10.5 to Form 10-Q filed with the Securities and
Exchange Commission on August 14, 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 12th day of May, 2004.
CNL INCOME FUND VIII, 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 Affidavit and Certificate of Limited Partnership of CNL
Income Fund VIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.1 Affidavit and Certificate of Limited Partnership of CNL
Income Fund VIII, Ltd. (Included as Exhibit 3.2 to
Registration Statement No. 33-31482 on Form S-11 and
incorporated herein by reference.)
4.2 Amended and Restated Agreement of Limited Partnership of
CNL Income Fund VIII, 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 VIII, Ltd.
and CNL Investment Company. (Included as Exhibit 10.1 to
Form 10-K filed with the Securities and Exchange
Commission on April 1, 1996, and incorporated herein by
reference.)
10.2 Assignment of Management Agreement from CNL Investment
Company to CNL Income Fund Advisors, Inc. (Included as
Exhibit 10.2 to Form 10-K filed with the Securities and
Exchange Commission on March 30, 1995, and incorporated
herein by reference.)
10.3 Assignment of Management Agreement from CNL Income Fund
Advisors, Inc. to CNL Fund Advisors, Inc. (Included as
Exhibit 10.3 to Form 10-K filed with the Securities and
Exchange Commission on April 1, 1996, and incorporated
herein by reference.)
10.4 Assignment of Management Agreement from CNL Fund
Advisors, Inc. to CNL APF Partners, LP. (Included as
Exhibit 10.4 to Form 10-Q filed with the Securities and
Exchange Commission on August 9, 2001, and incorporated
herein by reference.)
10.5 Assignment of Management Agreement from CNL APF
Partners, LP to CNL Restaurants XVIII, Inc. (Included as
Exhibit 10.5 to Form 10-Q filed with the Securities and
Exchange Commission on August 14, 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